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 March 31, 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 May 6, 1999: 726,005
<PAGE>
                              SFSB HOLDING COMPANY

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

     Item 1.       Financial Statements

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

                       Consolidated Statement of Income (Unaudited)
                           for the Three Months ended March 31, 1999 and 1998                           4

                       Consolidated Statement of Changes in Stockholders' Equity (Unaudited)            5

                       Consolidated Statement of Cash Flows (Unaudited)
                           for the Three Months ended March 31, 1999 and 1998                           6

                       Notes to Unaudited Consolidated Financial Statements                             7

     Item 2.        Management's Discussion and Analysis of
                           Financial Condition and Results of Operations                             8-11

PART II  -  OTHER INFORMATION

     Item 1.       Legal Proceedings                                                                   12

     Item 2.       Changes in Securities                                                               12

     Item 3.       Default Upon Senior Securities                                                      12

     Item 4.       Submissions of Matters to a Vote of Security Holders                                12

     Item 5.       Other Information                                                                   12

     Item 6.       Exhibits and Reports on Form 8 - K                                                  12

SIGNATURES                                                                                             13

</TABLE>
<PAGE>


                              SFSB HOLDING COMPANY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)


                                                    March 31,     December 31,
                                                       1999           1998
                                                    -----------   -------------

ASSETS
Cash and due from banks                              $    474,032  $    488,759
Interest-bearing overnight deposits with other banks    6,967,022     8,605,494
                                                      -----------   -----------

     Cash and cash equivalents                          7,441,054     9,094,253

Certificates of deposits with other banks               3,165,469     3,451,675
Investment securities available for sale                1,973,991     2,073,921
Investment securities held to maturity  (market
     value of $9,608,807 and $4,473,370)                9,580,552     4,387,648
Mortgage-backed securities available for sale           2,070,349     2,235,852
Mortgage-backed securities held to maturity (market
     value of $9,313,020 and $10,617,900)               9,214,229    10,470,280
Loans receivable (net of allowance for loan losses of
     $131,193  and $128,193)                           13,778,662    13,876,438
Accrued interest receivable                               353,104       307,819
Premises and equipment                                  1,525,228     1,552,612
Federal Home Loan Bank stock                              218,100       218,100
Other assets                                               62,264        54,288
                                                      -----------   -----------

     TOTAL ASSETS                                    $ 49,383,002  $ 47,722,886
                                                      ===========   ===========

LIABILITIES
Deposits                                             $ 38,096,396  $ 37,354,170
Advances by borrowers for taxes and insurance              81,930       106,651
Accrued interest payable and other liabilities            549,066       540,947
Commitment to purchase investment securities            1,000,000             -
                                                      -----------   -----------
     TOTAL LIABILITIES                                 39,727,392    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 and outstanding          72,600        72,600
Additional paid in capital                              6,699,257     6,701,193
Retained earnings-substantially restricted              3,128,919     3,123,127
Accumulated other comprehensive income                    514,889       608,832
Unallocated shares held by Employee Stock
     Ownership Plan (ESOP)                               (508,200)     (522,720)
Unallocated shares held by Restricted Stock Plan (RSP)   (251,855)     (261,914)
                                                      -----------   -----------
     TOTAL STOCKHOLDERS' EQUITY                         9,655,610     9,721,118
                                                      -----------   -----------

     TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                         $ 49,383,002  $ 47,722,886
                                                      ===========   ===========

See accompanying notes to the unaudited consolidated financial statements.

<PAGE>

                              SFSB HOLDING COMPANY
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)


                                                    Three Months Ended March 31,
                                                       1999           1998
                                                    -----------   -------------

INTEREST AND DIVIDEND INCOME
Loans receivable                                  $    272,902  $      251,680
Interest-bearing deposits with other banks             150,058         156,329
Investment securities
     Taxable                                            80,964          68,386
     Exempt from federal income tax                     18,663          19,832
Mortgage-backed securities                             196,314         180,280
                                                    -----------   -------------
     Total interest and dividend
        income                                         718,901         676,507
                                                    -----------   -------------

INTEREST EXPENSE
Deposits                                               373,423         379,531
                                                    -----------   -------------
     Total interest expense                            373,423         379,531
                                                    -----------   -------------

NET INTEREST INCOME                                    345,478         296,976

Provision for loan losses                                3,000           6,748
                                                    -----------   -------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                           342,478         290,228
                                                    -----------   -------------

NONINTEREST INCOME
Service fees                                            33,141          23,474
Investment securities gains, net                        17,140               -
Other income                                             5,631           4,191
                                                    -----------   -------------
     Total noninterest income                           55,912          27,665
                                                    -----------   -------------

NONINTEREST EXPENSE
Compensation and employee benefits                     191,021         155,216
Occupancy and equipment                                 60,857          56,411
Federal insurance premium                                5,836          10,852
Data processing                                         53,326          39,077
Professional fees                                       32,018          12,275
Other operating expenses                                49,539          54,980
                                                    -----------   -------------
     Total noninterest expense                         392,597         328,811
                                                    -----------   -------------

Income (loss) before income tax expense                  5,793         (10,918)
Income tax expense                                           -               -
                                                    -----------   -------------


NET INCOME (LOSS)                                 $      5,793  $      (10,918)
                                                    ===========   =============


Earnings (loss) per share (since 
inception February 26, 1998):
Basic                                             $          -  $        (0.03)
Fully diluted                                                -             N/A

See accompanying notes to the unaudited consolidated financial statements.

<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    hensive   Held by      Held By    Stockholders'  hensive
                                     Stock       Capital     Earnings    Income     ESOP         RSP          Equity      Income
                                   ---------   -----------  ---------  ---------- ---------  -----------  -------------   --------

<S>                                <C>       <C>          <C>          <C>       <C>          <C>          <C>          <C>
Balance, December 31, 1999         $ 72,600  $  6,701,193 $ 3,123,127  $ 608,832 $ (522,720)  $(261,914)$    9,721,118   $ 

Net income                                                      5,792                                            5,792       5,792
Other comprehensive income:
  Unrealized loss on available for
    sale securities, net of                                              (93,943)                              (93,943)    (93,943)
    reclassification adjustment                                                                                            -------
Comprehensive income                                                                                                     $ (88,151)
                                                                                                                           ========

RSP shares released                                                                              10,059         10,059
ESOP shares released                               (1,936)                           14,520                     12,584
                                   ---------   ----------  ----------- ---------- ---------  ----------    -----------
Balance, March 31, 1999           $   72,600 $  6,699,257 $  3,128,919  $514,889 $ (508,200) $ (251,855)  $  9,655,610
                                   =========   ==========   ========== =========  =========  ==========    ===========
</TABLE>


                                                                 1999
                                                               ---------
Components of comprehensive
    income:  Change in net
    unrealized loss on investment
    securities available for sale                             $ (82,631)
Realized gains included in net
    income, net of tax                                          (11,312)
                                                               ---------

Total                                                         $ (93,943)
                                                              =========

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


                              SFSB HOLDING COMPANY
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

                                                    Three Months Ended March 31,
                                                       1999           1998
                                                    -----------   -------------

OPERATING ACTIVITIES
Net income (loss)                                 $      5,792  $      (10,918)
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
     Provision for loan losses                           3,000           6,748
     Depreciation and amortization                      53,918          30,975
     Investment securities gains                       (17,140)              -
     Increase in accrued interest receivable           (45,285)        (47,776)
     Other, net                                         46,331         272,608
                                                    -----------   -------------

     Net cash provided by operating activities          46,616         251,637
                                                    -----------   -------------

INVESTING ACTIVITIES
Decrease (increase) in certificates of deposits        286,206         (95,366)
Investment securities available for sale:
     Purchases                                         (48,301)         (8,063)
     Proceeds from sales                                17,949               -
     Maturities and repayments                               -             781
Investment securities held to maturity:
     Purchases                                      (4,799,219)              -
     Maturities and repayments                         606,688         519,633
Mortgage-backed securities available
   for sale:
     Purchases                                               -        (208,950)
     Maturities and repayments                         167,572          85,661
Mortgage-backed securities held to
   maturity:
     Maturities and repayments                       1,260,900         499,070
Net decrease (increase) in loans receivable             94,776        (733,036)
Purchase of premises and equipment                      (3,891)              -
                                                    -----------   -------------

     Net cash provided by (used for) 
     investing activities                           (2,417,320)         59,730
                                                    -----------   -------------

FINANCING ACTIVITIES
Net increase (decrease) in deposits                    742,226        (112,415)
Proceeds from the sale of common stock                       -       6,275,090
Net decrease in advances by borrowers
   for taxes and insurance                             (24,721)        (45,415)
                                                    -----------   -------------
     Net cash provided by
        financing activities                           717,505       6,117,260
                                                    -----------   -------------

     Increase (decrease) in cash and cash 
       equivalents                                  (1,653,199)      6,428,627

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

CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                             $  7,441,054  $   11,475,529
                                                    ===========   =============

SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the year for:
     Interest on deposits and
        borrowings                                $    373,423  $      379,857
     Income taxes                                       21,100               -

See accompanying notes to the unaudited 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.

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


COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1999 AND DECEMBER 31, 1998

Total assets at March 31, 1999 increased  $1,660,000 or 3.5% from $47,723,000 at
December 31, 1998 to $49,383,000
at March 31, 1999.

Interest-bearing  overnight  deposits and  certificates  of deposits  with other
banks  decreased  $1,925,000 or 16.0% from  $12,057,000  at December 31, 1998 to
$10,132,000  at March 31, 1999.  Management  began to utilize  excess  overnight
deposits to increase its holdings in higher yielding investment securities.

Total investment and mortgage-backed  securities  increased  $3,671,000 or 19.2%
from  $19,168,000  at December 31, 1998 to  $22,839,000  at March 31, 1999.  The
Company  increased its  investments  by purchasing  $5,493,000 of 10 and 15-year
U.S.  Government  Agency securities with yields ranging from 6.0% to 7.1%. There
were  corresponding  declines  in the  mortgage-backed,  municipal,  and  equity
securities  portfolios of  $1,422,000,  $300,000,  and  $100,000,  respectively.
During  1998,  management  focused on  supplementing  loan  demand by  primarily
increasing its holdings in mortgage-backed securities; however, during the first
quarter of 1999,  the  emphasis has been  directed  toward  increasing  the U.S.
Government  Agency  securities  portfolio  from  13.5%  to  35.4%  of the  total
investment portfolio.

Stockholder's  equity  decreased  $71,000 to  $9,650,000  at March 31, 1999 from
$9,721,000 at December 31, 1998 as a result of a decline on unrealized  gains on
investment securities of $94,000 while being offset somewhat by the amortization
of ESOP and RSP  shares of  $23,000.  At the annual  shareholders'  on April 20,
1999,  meeting,  the Company  announced a dividend of $.05 per share  payable to
shareholders'  of record on April 30, 1999. The dividend will be paid on May 15,
1999.  The Board of Directors will  determine  future  dividends in light of the
earnings  and  financial   condition  of  the  Company,   including   applicable
governmental  regulations  and policies.  The Company has also  announced at the
annual  shareholders'  meeting  a stock  buy back  plan of up to 5% of the total
shares outstanding.

COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE THREE  MONTHS ENDED MARCH 31,
1999 AND 1998

Net income  increased  $17,000  from a net loss of $11,000 for the three  months
ended March 31,  1998 to net income of $6,000 for the same period in 1999.  This
increase was due to increases in net interest  income of $49,000 and noninterest
income of  $28,000,  while  offset by an  increase  in  noninterest  expense  of
$64,000.

The Company's net interest income  increased  $49,000 or 16.3% from $297,000 for
the three months  ended March 31, 1998  compared to $345,000 for the same period
ended 1999. Of this amount, $42,000 resulted from an increase in interest income
due   primarily   to  slight   increases   in  interest  on  loans   receivable,
mortgage-backed  securities,  and investment securities of $21,000, $16,000, and
$13,000,  respectively.  There was significant  growth relating to the principal
balances of these categories  throughout resulting from proceeds received in the
initial  public  offering.  This led to an  increase  in the  average  principal
balance of interest  earning  assets of $5.1 million.  Average loans  receivable
increased $1.4 million as growth occurred in both the 1-4

<PAGE>

family  and  home  equity  markets.   Average   mortgage-backed  and  investment
securities  increased  $1.3 million and $1.0  million,  respectively,  as excess
funds from the  initial  public  offering  were used to increase  the  Company's
holdings of  mortgage-backed,  U.S.  Government  agency,  and equity securities.
Although the Company has achieved significant growth in these areas, a declining
rate  environment has offset the overall  increase in interest  income.  The tax
equivalent  yield on  interest  earning  assets fell from 6.79% to 6.40% for the
three months ended March 31, 1998 as compared to the same period ended 1999. The
impact of this decline has effected all categories of interest earning assets.

Interest expense on deposits  decreased from $380,000 for the three months ended
March 31, 1998 to $373,000 for the same period ended 1999.  The cost of interest
bearing liabilities  declined by 14 basis points from 4.35% for the three months
ended March 31, 1998 as  compared  to 4.21% for the same period  ended 1999.  As
regional interest rates declined throughout the latter part of 1998, the Company
reacted simultaneously in order to remain competitive within its markets as well
as soften the impact to its  interest  rate  margin.  Despite  this  downturn in
interest rates, the average volume of interest bearing  liabilities has remained
relatively stable, increasing approximately $533,000 or 1.5%.

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 $4,000 for the three months ended March 31, 1999 as compared
to the three months ended March 31, 1998.  Management believes the allowance for
loan  losses is at a level that is  considered  to be  adequate  to provide  for
estimated losses; however, there can be no assurance that further additions will
not be made to the  allowance and that such losses will not exceed the estimated
amount. "SEE RISK ELEMENTS."

Noninterest  income  rose  $28,000 or 102.1% from  $28,000 for the three  months
ended March 31, 1998 to $56,000 for the same period ended 1999. This increase is
comprised  principally  of investment  securities  gains relating to the sale of
FHLMC stock and service  charges on deposit  accounts  for $17,000 and  $10,000,
respectively.   Service   charges   increased   due  to   increased   volume  of
transaction-related accounts and a higher fee structure.

Noninterest  expense  increased  $64,000 or 19.4% from $329,000 for three months
ended March 31, 1998 to $393,000 for the same period in 1999.  Compensation  and
benefits  increased  $36,000 or 23.1% due to increased  benefit costs associated
with the  implementation  of the Employee Stock  Ownership and Restricted  Stock
Plans.  Professional fees increased $20,000 for the three months ended March 31,
1999 as  compared  to the same  period  ended  1998.  This  increase  stems from
assistance  with the  implementation  of employee  benefit plans,  as well as an
increase  in  outside  assistance  in  complying  with the  increased  levels of
regulatory  compliance of a public reporting company. Data processing fees which
increased $14,000 or 36.5% for the three months ended March 31, 1999 as compared
to the same period ended 1998 were directly affected by an increase in volume of
processing and number of accounts.


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

<PAGE>


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 March 31, 1999, both the Company and
the Savings Bank  exceeded the minimum  risk-based  and leverage  capital  ratio
requirements.  The  Company's  and  Savings  Bank's  total  risk-based,  Tier  I
risk-based and Tier I leverage ratios are 55.1%,  52.3%, 13.6% and 40.9%, 38.0%,
13.6%, respectively at March 31, 1999.



<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.

                                                       March 31,   December 31,
                                                        1999            1998
                                                       ---------    ---------
                                                        (Dollars in thousands)

Loans on nonaccrual basis                             $      66    $       77
Loans past due 90 days or more and still accruing            50            38
                                                       ---------    ---------

Total nonperforming loans                                   116           115
                                                       ---------    ---------

Nonperforming loans as a percent of total loans            0.83%         0.82%
                                                       ========     =========

Nonperforming assets as a percent of total assets           .24%         0.24%
                                                       ========     =========

Allowance for loan losses to nonperforming loans         113.10%       111.30%
                                                       ========      ========

At March 31, 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 March 31, 1999,
impaired  loans had no material  effect on the Company's  financial  position or
results of operations.

During the three month  period  ended March 31, 1999,  loans  decreased  $95,000
while  nonperforming  loans  remained  stable.  The  allowance  for loan  losses
increased  $3,000  during this same period and the  percentage  of allowance for
loan losses to loans outstanding rose slightly from .83% 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.


<PAGE>

Management believes the level of the allowance for loan losses at March 31, 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
(i.e. 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 spent approximately  $5,000 through
March 31, 1999 to upgrade its  computer  system and  software.  This  upgrade is
expected to have eliminated the year 2000 risk. The Bank does not expect to have
material costs to address this risk after March 31, 1999. Through March 31, 1999
approximately $10,000 has been expensed. The Bank considers itself, though there
is no  assurance,  to be year 2000  compliant  in this risk area as of March 31,
1999.

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.

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
<PAGE>


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 incorporated as part of this report

               3(i) Articles of Incorporation of SFSB Holding Company*
               3(ii) Bylaws of SFSB Holding Company*
               10.1 Directors Consultant and Retirement Plan.*
               10.2 Supplemental Executive Retirement Plan for Barbara J.Mallen*
               10.3 Employment Agreement with Barbara J. Mallen*
               10.4 SFSB Holding Company 1998 Stock Option Plan**
               10.5 Stanton Federal Savings Bank Restricted Stock Plan**
               27   Financial Data Schedule (electronic filing only)
____________________  
*    Incorporated  by  reference  to an  identically  numbered  exhibit  to  the
     registration statement on Form SB-2 (File No. 333-40955) declared effective
     by the SEC on January 14, 1998.
**   Incorporated by reference to the Proxy Statement for the Special Meeting on
     October 20, 1998 and filed with SEC on September 14, 1998.
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and 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:  May 12, 1999                     By: /s/ Barbara J. Mallen
                                           -------------------------------------
                                           Barbara J. Mallen 
                                           President and Chief Executive Officer
                                             Director







Date:  May 12, 1999                     By: /s/ Joseph E. Gallagher
                                           -------------------------------------
                                           Joseph E. Gallagher 
                                           Senior Vice President/Director