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, 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 November 10, 1999: 674,765



<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
                            September 30, 1999 and December 31, 1998

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

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

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

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

                        Notes to Unaudited Consolidated Financial Statements                                    8 -9

      Item 2.       Management's Discussion and Analysis of
                            Financial Condition and Results of Operations                                     10 - 16

PART II  -  OTHER INFORMATION

      Item 1.       Legal Proceedings                                                                            17

      Item 2.       Changes in Securities                                                                        17

      Item 3.       Default Upon Senior Securities                                                               17

      Item 4.       Submissions of Matters to a Vote of Security Holders                                         17

      Item 5.       Other Information                                                                            17

      Item 6.       Exhibits and Reports on Form 8 - K                                                           17

SIGNATURES                                                                                                       18

</TABLE>


                                       2
<PAGE>


                              SFSB HOLDING COMPANY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                     September 30,          December 31,
                                                                                          1999                  1998
                                                                                    -----------------     -----------------


<S>                                                                              <C>                   <C>
ASSETS
Cash and due from banks                                                           $          669,740    $          488,759
Interest-bearing overnight deposits with other banks                                       2,316,072             8,605,494
                                                                                    -----------------     -----------------

      Cash and cash equivalents                                                            2,985,812             9,094,253

Certificates of deposits with other banks                                                  2,020,883             3,451,675
Investment securities available for sale                                                   3,112,751             2,073,921
Investment securities held to maturity  (market
      value of $9,681,018 and $4,473,370)                                                 10,016,162             4,387,648
Mortgage-backed securities available for sale                                              1,859,616             2,235,852
Mortgage-backed securities held to maturity (market
      value of $10,418,614 and $10,617,900)                                               10,597,587            10,470,280
Loans receivable (net of allowance for loan losses of
      $137,193 and $128,193)                                                              14,934,913            13,876,438
Accrued interest receivable                                                                  399,145               307,819
Premises and equipment                                                                     1,467,968             1,552,612
Federal Home Loan Bank stock                                                                 218,100               218,100
Other assets                                                                                  60,953                54,288
                                                                                    -----------------     -----------------

      TOTAL ASSETS                                                                $       47,673,890    $       47,722,886
                                                                                    =================     =================


LIABILITIES
Deposits                                                                          $       37,925,538    $       37,354,170
Advances by borrowers for taxes and insurance                                                 49,695               106,651
Accrued interest payable and other liabilities                                               462,410               540,947
                                                                                    -----------------     -----------------
      TOTAL LIABILITIES                                                                   38,437,643            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                                                                 6,697,714             6,701,193
Retained earnings-substantially restricted                                                 3,121,881             3,123,127
Accumulated other comprehensive income                                                       422,116               608,832
Unallocated shares held by Employee Stock
      Ownership Plan (ESOP)                                                                 (479,160)             (522,720)
Unallocated shares held by Restricted Stock Plan (RSP)                                      (231,737)             (261,914)
Treasury stock ( 36,300 shares at cost)                                                     (367,167)                    -
                                                                                    -----------------     -----------------
      TOTAL STOCKHOLDERS' EQUITY                                                           9,236,247             9,721,118
                                                                                    -----------------     -----------------

      TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                                                   $       47,673,890    $       47,722,886
                                                                                    =================     =================

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


                                       3
<PAGE>

                              SFSB HOLDING COMPANY
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       Nine Months Ended September 30,
                                                                                          1999                  1998
                                                                                    -----------------     -----------------

<S>                                                                              <C>                   <C>
INTEREST AND DIVIDEND INCOME
Loans receivable                                                                  $          858,853    $          804,636
Interest-bearing deposits with other banks                                                   323,187               498,548
Investment securities
      Taxable                                                                                412,491               231,992
      Exempt from federal income tax                                                          50,229                60,926
Mortgage-backed securities                                                                   599,311               573,927
                                                                                    -----------------     -----------------
      Total interest and dividend
         income                                                                            2,244,071             2,170,029
                                                                                    -----------------     -----------------

INTEREST EXPENSE
Deposits                                                                                   1,144,638             1,154,775
                                                                                    -----------------     -----------------
      Total interest expense                                                               1,144,638             1,154,775
                                                                                    -----------------     -----------------

NET INTEREST INCOME                                                                        1,099,433             1,015,254

Provision for loan losses                                                                      9,000                16,748
                                                                                    -----------------     -----------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                               1,090,433               998,506
                                                                                    -----------------     -----------------

NONINTEREST INCOME
Service fees                                                                                  93,209                73,860
Investment securities gains, net                                                              16,058                     -
Other income                                                                                  16,628                20,396
                                                                                    -----------------     -----------------
      Total noninterest income                                                               125,895                94,256
                                                                                    -----------------     -----------------

NONINTEREST EXPENSE
Compensation and employee benefits                                                           597,222               519,737
Occupancy and equipment                                                                      179,148               173,691
Data processing                                                                              171,335               146,697
Professional fees                                                                             70,020                66,528
Other operating expenses                                                                     164,827               163,898
                                                                                    -----------------     -----------------
      Total noninterest expense                                                            1,182,552             1,070,551
                                                                                    -----------------     -----------------

Income before income tax expense (benefit)                                                    33,776                22,211
Income tax expense (benefit)                                                                   1,336               (34,787)
                                                                                    -----------------     -----------------

NET INCOME                                                                        $           32,440    $           56,998
                                                                                    =================     =================


Earnings per share:
Basic                                                                             $             0.05    $              0.09
Fully diluted                                                                                   0.05            N/A

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

                                        4


<PAGE>

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


                                                                                       Three Months Ended September 30,
                                                                                          1999                  1998
                                                                                    -----------------     -----------------
<S>                                                                              <C>                   <C>
INTEREST AND DIVIDEND INCOME
Loans receivable                                                                  $          296,347    $          278,539
Interest-bearing deposits with other banks                                                    71,216               164,672
Investment securities
      Taxable                                                                                176,930                82,416
      Exempt from federal income tax                                                          14,303                19,838
Mortgage-backed securities                                                                   216,800               198,480
                                                                                    -----------------     -----------------
      Total interest and dividend
         income                                                                              775,596               743,945
                                                                                    -----------------     -----------------

INTEREST EXPENSE
Deposits                                                                                     395,286               392,257
                                                                                    -----------------     -----------------
      Total interest expense                                                                 395,286               392,257
                                                                                    -----------------     -----------------

NET INTEREST INCOME                                                                          380,310               351,688

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

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                                 377,310               345,688
                                                                                    -----------------     -----------------

NONINTEREST INCOME
Service fees                                                                                  33,236                25,049
Investment securities gains (losses), net                                                     (1,082)                    -
Other income                                                                                   3,552                13,008
                                                                                    -----------------     -----------------
      Total noninterest income                                                                35,706                38,057
                                                                                    -----------------     -----------------

NONINTEREST EXPENSE
Compensation and employee benefits                                                           206,023               193,898
Occupancy and equipment                                                                       61,985                60,565
Data processing                                                                               57,025                48,396
Professional fees                                                                             14,611                18,338
Other operating expenses                                                                      57,299                69,216
                                                                                    -----------------     -----------------
      Total noninterest expense                                                              396,943               390,413
                                                                                    -----------------     -----------------

Income before income tax expense (benefit)                                                    16,073                (6,668)
Income tax expense (benefit)                                                                   1,336               (34,787)
                                                                                    -----------------     -----------------

NET INCOME                                                                        $           14,737    $           28,119
                                                                                    =================     =================

Earnings per share:
Basic                                                                             $             0.02    $              0.04
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
                                                   Additional                     Compre-
                                       Common       Paid-in        Retained       hensive
                                        Stock        Capital        Earnings     Income (loss)
                                      --------     ----------    -----------     ------------

<S>                                <C>          <C>           <C>             <C>
Balance, December 31, 1998          $  72,600    $ 6,701,193   $  3,123,127    $     608,832

Net income                                                           32,440
Other comprehensive loss:
  Unrealized loss on available for
    sale securities                                                                 (186,716)

Comprehensive loss

RSP shares released
ESOP shares released                                  (3,479)
Purchase treasury stock
Cash dividends ($.05 per share)                                     (33,686)
                                      --------     ----------    -----------     ------------

Balance, September 30, 1999         $  72,600    $ 6,697,714   $  3,121,881    $     422,116
                                      ========     ==========    ===========     ============


                                                                                      1999
                                                                                 ------------
Components of comprehensive loss:
    Change in net unrealized
    loss on investment
    securities available for sale                                           $       (176,118)
Realized gains included in net
    income, net of tax                                                               (10,598)
                                                                                 ------------

Total                                                                       $       (186,716)
                                                                                 ============
</TABLE>

<TABLE>
<CAPTION>


                                       Unallocated    Unallocated
                                         Shares         Shares                    Total        Compre-
                                         Held by        Held by    Treasury    Stockholders'    hensive
                                          ESOP           RSP       Stock          Equity         Loss
                                       -----------   ----------    ---------   ------------    ----------

<S>                                 <C>           <C>           <C>         <C>
Balance, December 31, 1998           $   (522,720) $  (261,914)  $        -  $   9,721,118

Net income                                                                          32,440   $    32,440
Other comprehensive loss:
  Unrealized loss on available for
    sale securities                                                               (186,716)     (186,716)
                                                                                               ----------
Comprehensive loss                                                                           $  (154,276)
                                                                                               ==========
RSP shares released                                     30,177                      30,177
ESOP shares released                       43,560                                   40,081
Purchase treasury stock                                            (367,167)      (367,167)
Cash dividends ($.05 per share)                                                    (33,686)
                                       -----------   ----------    ---------   ------------

Balance, September 30, 1999          $   (479,160) $  (231,737)  $ (367,167) $   9,236,247
                                       ===========   ==========    =========   ============


</TABLE>

See accompanying notes to the consolidated financial statements.

                                        6


<PAGE>

                              SFSB HOLDING COMPANY
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       Nine Months Ended September 30,
                                                                                          1999                  1998
                                                                                    -----------------     -----------------

<S>                                                                              <C>                   <C>
OPERATING ACTIVITIES
Net income                                                                        $           32,440    $           56,998
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
      Provision for loan losses                                                                9,000                16,748
      Depreciation and amortization                                                          164,083               154,609
      Investment securities gains                                                            (16,058)                    -
      Increase in accrued interest receivable                                                (91,326)              (67,023)
      Other, net                                                                              22,186               176,493
                                                                                    -----------------     -----------------

      Net cash provided by operating activities                                              120,325               337,825
                                                                                    -----------------     -----------------

INVESTING ACTIVITIES
Decrease (increase) in certificates of deposits                                            1,430,792              (510,743)
Investment securities available for sale:
      Purchases                                                                           (1,335,454)             (271,849)
      Proceeds from sales                                                                     24,157                     -
      Maturities and repayments                                                                    -                 2,215
Investment securities held to maturity:
      Purchases                                                                           (6,800,000)           (1,575,000)
      Maturities and repayments                                                            1,172,249               597,372
Mortgage-backed securities available for sale:
      Purchases                                                                                    -            (2,234,923)
      Maturities and repayments                                                              375,754               706,028
Mortgage-backed securities held to maturity:
      Purchases                                                                           (2,500,100)           (1,367,541)
      Maturities and repayments                                                            2,366,933             2,113,218
Net increase in loans receivable                                                          (1,067,475)           (1,526,497)
Purchase Federal Home Loan Bank stock                                                              -               (46,400)
Purchase of premises and equipment                                                            (9,181)              (13,385)
                                                                                    -----------------     -----------------

      Net cash used for investing activities                                              (6,342,325)           (4,127,505)
                                                                                    -----------------     -----------------

FINANCING ACTIVITIES
Net increase in deposits                                                                     571,368               950,566
Proceeds from the sale of common stock                                                             -             6,254,126
Net increase in advances by borrowers
   for taxes and insurance                                                                   (56,956)              (54,345)
Purchase of treasury stock                                                                  (367,167)                    -
Cash dividends paid                                                                          (33,686)                    -
                                                                                    -----------------     -----------------
      Net cash provided by
         financing activities                                                                113,559             7,150,347
                                                                                    -----------------     -----------------

      Increase (decrease) in cash and cash  equivalents                                   (6,108,441)            3,360,667

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

CASH AND CASH EQUIVALENTS
            AT END OF PERIOD                                                      $        2,985,812    $        8,407,569
                                                                                    =================     =================

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
      Interest on deposits and borrowings                                         $        1,124,741    $        1,159,317
      Income taxes                                                                            36,133                   374
</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.

      These  statements  should  be read in  conjunction  with the  consolidated
      financial statements and related notes for the year ended December 31,1998
      and 1997,  which are  incorporated  by reference in the  Company's  Annual
      Report on Form 10-KSB.

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.
<TABLE>
<CAPTION>
                                                    Nine Months           Three Months
                                                       Ended                 Ended
                                                   September 30,         September 30,
                                                        1999                  1999
                                                  -----------------     -----------------
<S>                                                      <C>                   <C>
      Denominator:
           Denominator for basic earnings per
              share - weighted-average shares              638,299               630,558
           Nonvested stock                                   2,159                 2,014
           Employee stock options                            6,097                 6,041
                                                  -----------------     -----------------

           Denominator for Diluted earnings per
               share - adjusted weighted-average
               assumed conversions                         646,555               638,613
                                                  =================     =================
</TABLE>

      For  the  nine  months  ended  September  30,  1998,  earnings  per  share
      computations  based upon the weighted number of shares outstanding for the
      period  since  inception,  February  26,  1998,  totaled  670,345  and the
      weighted number of shares outstanding for the three months ended September
      30, 1998 totaled 672,776 shares. Net income used in the earnings per share
      calculation  was $63,437 and $28,119,  respectively.  As of September  30,
      1998, the Company maintained a simple capital structure,  therefore, there
      were no dilutive effects on earnings per share.

                                        8


<PAGE>


NOTE 3 - INVESTMENT SECURITIES

      The amortized  cost and estimated  market values of investment  securities
      available for sale and held to maturity are summarized as follows:
<TABLE>
<CAPTION>

                                                                      At September 30, 1999
                                      -------------------------------------------------------------------------------------
                                                                    Gross                Gross               Estimated
                                             Amortized            Unrealized           Unrealized              Market
                                                Cost                Gains                Losses                Value
                                           ---------------     -----------------    -----------------     -----------------
<S>                                   <C>                  <C>                  <C>                   <C>
      Available for Sale
      Mutual funds                     $        1,954,706   $                 -  $          (153,045)  $         1,801,661
      U.S. Government agency
           securities                             499,584                     -               (4,894)              494,690
      Federal Home Loan Mortgage
        Corporation common stock                   15,401               800,999                    -               816,400
                                           ---------------     -----------------    -----------------     -----------------

                     Total             $        2,469,691   $           800,999  $          (157,939)  $         3,112,751
                                           ===============     =================    =================     =================

      Held to Maturity
      U.S. Government agency
           securities                  $        8,833,710   $                 -  $          (365,182)  $         8,468,528
      Obligations of state and
           political subdivisions               1,182,452                30,038                    -             1,212,490
                                           ---------------     -----------------    -----------------     -----------------

                     Total             $       10,016,162   $            30,038  $          (365,182)  $         9,681,018
                                           ===============     =================    =================     =================
</TABLE>

<TABLE>
<CAPTION>
                                                                       At December 31, 1998
                                      -------------------------------------------------------------------------------------
                                                                    Gross                Gross               Estimated
                                             Amortized            Unrealized           Unrealized              Market
                                                Cost                Gains                Losses                Value
                                           ---------------     -----------------    -----------------     -----------------
<S>                                   <C>                  <C>                  <C>                   <C>
      Available for Sale
      Mutual funds                     $        1,127,060   $                 -  $           (84,139)  $         1,042,921
      Federal Home Loan Mortgage
        Corporation common stock                   15,692             1,015,308                    -             1,031,000
                                           ---------------     -----------------    -----------------     -----------------

                     Total             $        1,142,752   $         1,015,308  $           (84,139)  $         2,073,921
                                           ===============     =================    =================     =================

      Held to Maturity
      U.S. Government agency
           securities                  $        2,581,147   $            10,348  $            (8,508)  $         2,582,987
      Obligations of state and
           political subdivisions               1,806,501                81,882                    -             1,888,383
                                           ---------------     -----------------    -----------------     -----------------

                     Total             $        4,387,648   $            92,230  $            (8,508)  $         4,471,370
                                           ===============     =================    =================     =================

</TABLE>


                                       9

<PAGE>

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

GENERAL

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

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

Total assets of $47,674,000 at September 30, 1999 remained relatively  unchanged
from the December 31, 1998 total of $47,723,000.

Cash and cash  equivalents  decreased  $6,108,000  or  67.2%  to  $2,986,000  at
September  30, 1999 from  $9,094,000 at December 31, 1998.  Management  utilized
excess  overnight  deposits  from the public  offering in 1998 to  increase  its
holdings  in  higher  yielding  investment  securities  and  fund  loan  growth.
Management  continually  monitors cash and cash  equivalents to meet the desired
normal  cash flow  requirements  of its  customers  for the funding of loans and
repayment of deposits.

Total investment and mortgage-backed  securities  increased  $6,418,000 or 33.5%
from $19,168,000 at December 31, 1998 to $25,586,000 at September 30, 1999. This
increase  most  notably  reflects  the  expansion  of  U.S.   Government  Agency
securities by $6,747,000  with maturities and yields ranging from 10 to 15 years
and  6.00%  to  8.00%,   respectively.   During  1998,   management  focused  on
supplementing   loan   demand  by   primarily   increasing   its   holdings   in
mortgage-backed  securities;  however,  during the first three quarters of 1999,
the emphasis has been directed towards  diversifying  the investment  portfolio.
U.S.  Government Agency  securities as a percentage of the investment  portfolio
have grown from 13.5% to 36.5% since  December  31,  1998 while  mortgage-backed
securities as a percentage of the investment  portfolio have declined from 66.3%
to 48.7% during this same timeframe.  Management  funded this increase through a
reduction of its cash and cash  equivalents,  as noted  previously,  and deposit
growth.

Net loans receivable  increased  $1,059,000 or 7.6% from $13,876,000 at December
31, 1998 to  $14,935,000  at  September  30,  1999.  The  Company's  loan growth
occurred almost entirely within its home equity loans portfolio,  as these loans
increased  $923,000 of 24.0%.  The funding of this loan growth was also provided
by utilizing  excess  overnight  deposits in other  financial  institutions  and
deposit growth.

Deposits   increased   $571,000  to  $37,925,000  at  September  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 $895,000 or 9.2% and $671,000 or
12.3%,  respectively,  while offset by a


                                       10
<PAGE>

decrease  in  certificates  of deposit of  $995,000  or 4.5%.  The  overall  net
increase in deposits was used to fund both the investment and loan portfolios.

Stockholder's  equity decreased  $485,000 or 5.0% to $9,236,000 at September 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 the payment of a cash
dividend  to   shareholders   of  $34,000.   Additionally,   accumulated   other
comprehensive  income decreased  $186,000 in income resulting from the Company's
investment  in available  for sale  securities.  See Note 3 to the  consolidated
financial  statements.  Because of interest rate volatility,  accumulated  other
comprehensive  income and  stockholders'  equity could materially  fluctuate for
each interim period and year-end  period.  This decrease was offset  somewhat by
the amortization of ESOP and RSP shares of $70,000.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED  SEPTEMBER 30,
1999 AND 1998

Net income decreased  $25,000 to $32,000 for the nine months ended September 30,
1999 from net income of $57,000 for the same period  ended  September  30, 1998.
This  decrease  was the result of a $35,000 tax benefit that was  recognized  in
1998 that was not recognized in 1999.

Net interest income  increased to $1,099,000 for the nine months ended September
30, 1999  compared to $1,015,000  for the same period ended  September 30, 1998.
This  increase in net interest  income was due to an increase in total  interest
income of $74,000 coupled with a decrease in total interest  expense of $10,000.
The net yield on interest-earning assets increased from 3.14% for the nine month
period ended September 30, 1998 to 3.27% for the same period ended 1999. Despite
a slight  increase  in general  interest  rate levels  during the  period,  both
interest  income and expense  were driven by  increases  in average  balances of
interest-earning assets and interest-bearing  liabilities.  The average yield on
interest-earning  assets decreased slightly from 6.79% for the nine months ended
September  30, 1998 to 6.76% for 1999,  while the average cost of funds of 4.22%
remained unchanged during these same periods.

The  increase in total  interest  income was  comprised of increases in interest
income on investment  securities  and loans  receivable of $180,000 and $54,000,
respectively  which were  partially  offset by a decrease in interest  income on
other interest  earning  assets of $175,000.  The average  principal  balance of
total interest earning assets increased  $1,536,000 or 3.6% and was comprised of
increases in the average principal  balances of investment  securities and loans
receivable  of  $3,367,000  and  $1,310,000,  respectively,  while  offset  by a
decrease  of  $2,969,000  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.




                                       11
<PAGE>

Interest expense on deposits decreased from $1,155,000 for the nine months ended
September 30, 1998 to $1,145,000  for the same period ended  September 30, 1999.
This  decrease   reflects  an  overall   decline  in  the  average   balance  of
interest-bearing    liabilities   of   $309,000.    The   average   balance   of
interest-bearing  demand deposits  declined by $1,361,000  while being offset by
increases in both the average balances of certificates of deposit and savings of
$589,000 and $463,000, respectively.

Noninterest income, which is comprised principally of service charges on deposit
accounts and investment securities gains, increased $32,000 or 33.6% to $126,000
for 1999 compared to $94,000 for 1998. This increase was comprised  primarily of
$16,000  in  investment  securities  gains  from the sale of FHLMC  stock  and a
$19,000  increase in service  charges on deposit  accounts due to the  increased
number of deposit accounts and volume of transactions.

Noninterest  expense increased to $1,183,000 for the nine months ended September
30, 1999 from  $1,071,000  for the same  period  ended 1998.  The  increase  was
primarily  due to  increases  in  compensation  and  benefits  expense  and data
processing  expense.  Compensation  and benefits  increased  $77,000 or 14.9% to
$597,000  for 1999 from  $520,000  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 $26,000 or 16.8% to $171,000
for 1999 from $147,000 for 1998 due to the increase in volume of processing  and
number of accounts.

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

Net income for the three months ended  September 30, 1999  decreased  $13,000 to
$15,000 from net income of $28,000 for the same period ended September 30, 1998.

Net interest income increased from $352,000 for the three months ended September
30, 1998 to $395,000  for the same period ended 1999.  The average  balances for
interest-earnings assets rose $239,000 during this period with a noted change in
the  interest-earning  asset  composition  as U.S.  Government  Agency  security
purchases increased the average balance of investment securities by $6.0 million
offset by a decrease in other interest earning assets of $7.4 million. Increases
to average  interest-earning  assets also resulted from a $2,272,000 increase in
the average  balances of loans.  The average  yield on  interest-earning  assets
increased  to 7.03% from 6.81% for the three month period  ended  September  30,
1999  compared  to 1998 as the  yield on  mortgage-backed  securities  increased
during  this  period.  Offsetting  this  increase  was a slight  increase in the
average  cost of funds  on  deposits  from  4.33%  for the  three  months  ended
September 30, 1998 to 4.38% for the same period ended 1999.

Interest  expense for the three months  ended  September  30, 1999  increased to
$395,000  from  $392,000  for the same period ended 1999.  The average  interest
bearing  liabilities  balance  for the three  months  ended  September  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 increased by 5 basis points noting an increase in the yield
on  savings  accounts  offset  by a  decrease  in the yield on  certificates  of
deposit.

Noninterest  income  decreased  slightly  to $36,000  for the three  mnths ended
September 30, 1999 from $38,000 for the same period ended 1998. Slight increases
in services charges on deposit account  resulting from increases in accounts and
volume of transactions were offset by a decline in other income.

Noninterest  expense  increased to $397,000 for the three months ended September
30,  1999  compared  to  $390,000  for the  same  period  ended  1998.  As noted
previously,  increases in compensation and employee benefits and data processing
were due to the  implementation  of certain benefit plans and an increase in the
volume of  processing  and number of accounts,  respectively.  Offsetting  these
increases was a slight decrease in numerous other operating  expense accounts of
smaller dollar amounts.



                                       12
<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 September 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 were 50.1%, 47.8%, 18.9% and 38.7%, 36.3%,
14.2%, respectively at September 30, 1999.

Due to the year 2000, management has instituted a cash contingency plan in order
to meet the possible larger cash withdrawals of customers in December 1999. Such
plan may decrease the Company's  investment in interest  earning  assets and may
increase its  investment in interest  bearing  liabilities,  which may cause the
Company's net income to slightly decrease in the 1999 fourth quarter.

                                       13
<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,
                                                         1999       1998
                                                       --------   --------
                                                       (Dollars in Thousands)

Loans on nonaccrual basis                             $     97        $    77
Loans past due 90 days or more and still accruing           12             38
                                                        ------         ------

Total nonperforming loans                                  109            115
                                                        ------         ------

Nonperforming loans as a percent of total loans            .79%          0.82%
                                                        ======         ======

Nonperforming assets as a percent of total assets          .23%          0.24%
                                                        ======         ======

Allowance for loan losses to nonperforming loans        125.87%        111.30%
                                                        ======         ======

At September 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 September 30,
1999,  impaired loans had no material effect on the Company's financial position
or results of operations.

During  the  nine  month  period  ended  September  30,  1999,  loans  increased
$1,058,000 while  nonperforming  loans remained relatively stable. The allowance
for loan losses  increased  $9,000 during this same period and the percentage of
allowance for loan losses to loans outstanding  remained at .91%.  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 September 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.

                                       14
<PAGE>




YEAR 2000

Rapid and accurate data processing is essential to the Bank's  operations.  Many
computer  programs  that can only  distinguish  the final two digits of the year
entered 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
September 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.

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  service
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.

Despite  management's  best  efforts to address  the Year 2000  issue,  the vast
number of external entities that have direct and indirect business relationships
with the Bank, such as, customers,  vendors,  payment system providers,  utility
companies, and other financial institutions, make it


                                       15
<PAGE>

impossible  to assure  that a failure  to achieve  compliance  by one or more of
these entities would not have a material  adverse impact on the Bank's  business
or on the Company's consolidated financial statements.



                                       16
<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

             On  October  14,  1999,   the  Company  issued  a  press    release
             announcing  its  intention  to  purchase  up  to  34,485  of    the
             Company's common shares on the open market.

   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.


                                       17

<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 12, 1999                   By:   /s/Barbara J. Mallen
                                               ---------------------------------
                                               Barbara J. Mallen
                                               President


Date November 12, 1999                   By:  /s/Joseph E. Gallagher
                                              ---------------------------------
                                               Joseph E. Gallagher
                                               Sr. Vice President & Secretary
                                               (Chief Accounting Officer)



                                       18