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

                                  FORM 10 - QSB

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

                  For the quarterly period ended June 30, 2002

[ ]   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
or organization)                                             Identification No.)

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

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


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

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

                  Class: Common Stock, par value $.10 per share
                     Outstanding at August 10, 2002: 494,485


<PAGE>

                              SFSB HOLDING COMPANY

                                      INDEX

                                                                         Page
                                                                        Number
                                                                      ----------

PART I  -  FINANCIAL INFORMATION

   Item 1.    Financial Statements

              Consolidated Balance Sheet (Unaudited) as of                 3
                June 30, 2002 and December 31, 2001

              Consolidated Statement of Income (Unaudited)
                for the Six Months ended June 30, 2002 and 2001            4

              Consolidated Statement of Income (Unaudited)
                for the Three Months ended June 30, 2002 and 2001          5

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

              Consolidated Statement of Cash Flows (Unaudited)
                for the Six Months ended June 30, 2002 and 2001            7

              Notes to Unaudited Consolidated Financial Statements        8-12

   Item 2.    Management's Discussion and Analysis of
                Financial Condition and Results of Operations            12-17

PART II  - OTHER INFORMATION

   Item 1.    Legal Proceedings                                           18

   Item 2.    Changes in Securities                                       18

   Item 3.    Default Upon Senior Securities                              18

   Item 4.    Submissions of Matters to a Vote of Security Holders        18

   Item 5.    Other Information                                           18

   Item 6.    Exhibits and Reports on Form 8-K                            19

SIGNATURES                                                                20


                                       2

<PAGE>

                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                June 30,      December 31,
                                                                  2002           2001

<S>                                                         <C>             <C>
ASSETS
     Cash and due from banks                                  $    452,264    $    522,521
     Interest-bearing deposits in other banks                    5,459,081       6,386,630
                                                              ------------    ------------

     Cash and cash equivalents                                   5,911,345       6,909,151

     Certificates of deposit in other banks                        263,000         266,000
     Investment securities available for sale                    5,082,804       4,271,945
     Investment securities held to maturity (market
       value of $4,189,669 and $5,947,521)                       4,168,065       5,904,739
     Mortgage-backed securities available for sale               2,308,627       3,306,389
     Mortgage-backed securities held to maturity (market
       value of $10,408,761 and $11,830,672)                    10,109,443      11,693,260
     Loans receivable (net of allowance for loan losses
       of $191,471 and $183,009)                                23,286,732      21,085,269
     Accrued interest receivable                                   247,932         284,926
     Premises and equipment                                      1,558,633       1,556,222
     Federal Home Loan Bank stock                                  328,600         318,500
     Other assets                                                  192,194         353,624
                                                              ------------    ------------

          TOTAL ASSETS                                        $ 53,457,375    $ 55,950,025
                                                              ============    ============

LIABILITIES
     Deposits                                                 $ 42,725,381    $ 44,209,873
     FHLB Advances                                               3,000,000       3,000,000
     Advances by borrowers for taxes and insurance                 136,067          83,545
     Accrued interest payable and other liabilities                495,649         451,698
                                                              ------------    ------------

          TOTAL LIABILITIES                                     46,357,097      47,745,116
                                                              ------------    ------------

COMMITMENTS AND CONTINGENCIES                                           --              --

STOCKHOLDERS' EQUITY
     Preferred stock, no par value; 1,000,000 shares
       authorized; none issued and outstanding                          --              --
     Common stock, par value $.10 per share; 4,000,000
       shares authorized; 726,005 issued                            72,600          72,600
     Additional paid-in capital                                  6,692,513       6,680,317
     Retained earnings - substantially restricted                3,154,324       3,547,338
     Accumulated other comprehensive income                        148,636         160,119
     Unallocated shares held by Employee Stock
       Ownership Plan (ESOP)                                      (319,440)       (348,480)
     Unallocated shares held by Restricted Stock Plan (RSP)       (155,668)       (175,786)
     Treasury stock (231,520 and 191,470 shares at cost)        (2,492,687)     (1,731,199)
                                                              ------------    ------------

          TOTAL STOCKHOLDERS' EQUITY                             7,100,278       8,204,909
                                                              ------------    ------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 53,457,375    $ 55,950,025
                                                              ============    ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.



                                       3


<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

                                                      Six Months Ended June 30,
                                                          2002          2001
                                                      ------------   -----------

INTEREST INCOME
      Loans receivable                                $   810,560    $   740,779
      Interest-bearing deposits in other banks             39,745        147,523
      Investment securities
           Taxable                                        261,600        335,288
           Exempt from federal income tax                   7,020         15,707
      Mortgage-backed securities                          415,492        556,136
                                                      -----------    -----------
           Total interest income                        1,534,417      1,795,433
                                                      -----------    -----------

INTEREST EXPENSE
      Deposits                                            576,365        860,090
      FHLB Advance                                         97,963        162,627
                                                      -----------    -----------
           Total interest expense                         674,328      1,022,717
                                                      -----------    -----------

NET INTEREST INCOME                                       860,089        772,716

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

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES       850,089        766,716
                                                      -----------    -----------

NONINTEREST INCOME
      Service fees on deposit accounts                     51,168         59,851
      Investment securities gains (losses), net            (4,705)       138,060
      Other                                                28,395         34,629
                                                      -----------    -----------
           Total noninterest income                        74,858        232,540
                                                      -----------    -----------

NONINTEREST EXPENSE
      Compensation and employee benefits                  475,810        438,750
      Occupancy and equipment                              77,226        103,759
      Data processing                                     113,193        116,705
      Professional services                                45,137         47,100
      Other                                               106,339        118,248
                                                      -----------    -----------
           Total noninterest expense                      817,705        824,562
                                                      -----------    -----------

      Income before income taxes                          107,242        174,694
      Income tax expense                                   40,674         55,300
                                                      -----------    -----------
NET INCOME                                                 66,568        119,394
                                                      ===========    ===========

EARNINGS PER SHARE:
           Basic                                      $      0.15    $      0.22
           Diluted                                           0.14           0.22

See accompanying notes to the unaudited consolidated financial statements.



                                       4


<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

                                                     Three Months Ended June 30,
                                                        2002             2001
                                                     ----------       ----------

INTEREST INCOME
      Loans receivable                                $406,559         $375,290
      Interest-bearing deposits in other banks          17,865           77,211
      Investment securities
           Taxable                                     117,998          156,306
           Exempt from federal income tax                2,122            7,726
      Mortgage-backed securities                       195,189          280,346
                                                      --------         --------
           Total interest income                       739,733          896,879
                                                      --------         --------

INTEREST EXPENSE
      Deposits                                         265,207          438,363
      FHLB Advance                                      49,252           81,763
                                                      --------         --------
           Total interest expense                      314,459          520,126
                                                      --------         --------

NET INTEREST INCOME                                    425,274          376,753

      Provision for loan losses                          5,000            3,000
                                                      --------         --------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    420,274          373,753
                                                      --------         --------

NONINTEREST INCOME
      Service fees on deposit accounts                  24,388           33,467
      Investment securities gains, net                      --          138,060
      Other                                             13,717           14,198
                                                      --------         --------
           Total noninterest income                     38,105          185,725
                                                      --------         --------

NONINTEREST EXPENSE
      Compensation and employee benefits               229,076          222,550
      Occupancy and equipment                           39,360           52,740
      Data processing                                   49,781           59,190
      Professional services                             24,927           22,467
      Other                                             45,986           64,394
                                                      --------         --------
           Total noninterest expense                   389,130          421,341
                                                      --------         --------

      Income before income taxes                        69,249          138,137
      Income tax expense                                25,294           35,000
                                                      --------         --------

NET INCOME                                              43,955          103,137
                                                      ========         ========

EARNINGS PER SHARE:
           Basic                                      $   0.10         $   0.20
           Diluted                                        0.09             0.20

See accompanying notes to the unaudited consolidated financial statements.



                                       5


<PAGE>

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

<TABLE>
<CAPTION>
                                                          Accumulated
                                                             Other    Unallocated Unallocated
                                   Additional               Compre-     Shares      Shares                      Total     Compre-
                           Common  Paid-in     Retained     hensive     Held by     Held by    Treasury    Stockholders'  hensive
                           Stock   Capital     Earnings     Income        ESOP        RSP       Stock          Equity     Income
                           ------- ---------- ----------  ----------- ----------- ----------- -----------  -------------  ---------
<S>                       <C>     <C>        <C>         <C>         <C>         <C>         <C>           <C>           <C>
Balance, December 31,
  2001                     $72,600 $6,680,317 $3,547,338  $   160,119 $ (348,480) $ (175,786) $(1,731,199)  $ 8,204,909

Net income                                        66,568                                                         66,568   $ 66,568
 Other comprehensive
   income:
     Unrealized loss on
       available for sale
       securities, net of
       tax benefit
       of $5,915                                              (11,483)                                          (11,483)   (11,483)
                                                                                                                          --------
Comprehensive income                                                                                                      $ 55,085
                                                                                                                          ========
RSP shares released                                                                   20,118                     20,118
ESOP shares released                   12,196                             29,040                                 41,236
Cash dividends ($.90 per
     share)                                     (459,582)                                                      (459,582)
Purchase treasury stock                                                                          (761,488)     (761,488)
                           ------- ----------  ---------  -----------  ---------  ----------  -----------   -----------

Balance, June 30, 2002     $72,600 $6,692,513 $3,154,324  $   148,636  $(319,440) $ (155,668) $(2,492,687)  $ 7,100,278
                           ======= ========== ==========  ===========  =========  ==========  ===========   ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                                                               June 30,
Components of comprehensive income:                                                                             2002
                                                                                                            -----------
<S>                                                                                                       <C>
Change in net unrealized
    loss on investment
    securities held for
    sale                                                                                                    $   (14,588)
Realized loss included in
    net income, net of tax
    benefit of $1,600                                                                                             3,105
                                                                                                            -----------

Total                                                                                                       $   (11,483)
                                                                                                            ===========
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.



                                       6
<PAGE>

                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months Ended June 30,
                                                                       2002           2001
                                                                   ------------   ------------

<S>                                                              <C>            <C>
OPERATING ACTIVITIES
Net income                                                         $    66,568    $   119,394
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
     Provision for loan losses                                          10,000          6,000
     Depreciation and amortization                                      82,404         97,610
     Investment securities losses (gains), net                           4,705       (138,060)
     Decrease in accrued interest receivable                            36,994         37,557
     Other, net                                                        212,139        (81,041)
                                                                   -----------    -----------

     Net cash provided by operating activities                         412,810         41,460
                                                                   -----------    -----------

INVESTING ACTIVITIES
Decrease in certificates of deposits                                     3,000         31,333
Investment securities available for sale:
     Purchases                                                      (1,063,639)       (42,509)
     Maturities and repayments                                              --        500,000
     Proceeds from sales                                               226,300        140,000
Investment securities held to maturity:
     Purchases                                                        (503,750)    (5,000,000)
     Maturities and repayments                                       2,240,022      3,000,688
Mortgage-backed securities available for sale:
     Maturities and repayments                                       1,000,040        822,418
Mortgage-backed securities held to
   maturity:
     Purchases                                                        (587,800)    (2,512,813)
     Maturities and repayments                                       2,173,275      1,484,189
Net increase in loans receivable                                    (2,211,463)      (279,138)
Purchase of Federal Home Loan Bank stock                               (10,100)       (62,000)
Purchase of premises and equipment                                     (23,461)      (155,010)
                                                                   -----------    -----------

     Net cash provided by (used for) investing activities            1,242,424     (2,072,842)
                                                                   -----------    -----------

FINANCING ACTIVITIES
Net increase (decrease) in deposits                                 (1,484,492)     4,718,680
Net increase in advances by borrowers
   for taxes and insurance                                              52,522         10,616
Purchase of treasury stock                                            (761,488)      (510,925)
Cash dividends paid                                                   (459,582)      (161,679)
                                                                   -----------    -----------

     Net cash provided by (used for) financing activities           (2,653,040)     4,056,692
                                                                   -----------    -----------

     Increase (decrease) in cash and cash  equivalents                (997,806)     2,025,310

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                            6,909,151      3,487,945
                                                                   -----------    -----------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                                                $ 5,911,345    $ 5,513,255
                                                                   ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
     Interest on deposits and
        borrowings                                                 $   677,485    $   950,540
     Income taxes                                                       81,500        222,800

</TABLE>


See accompanying notes to the unaudited 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 that 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 six  months  ended  June 30,  2002  are not  necessarily
indicative of the results to be expected for the fiscal year ended  December 31,
2002 or any other future interim period.

These statements  should be read in conjunction with the consolidated  financial
statements  and related  notes for the year ended  December 31, 2001,  which are
incorporated by reference in the Company's Annual Report on Form 10-KSB.

NOTE 2 - EARNINGS PER SHARE

The Company provides dual  presentation of Basic and Diluted earnings per share.
Basic  earnings per share  utilizes net income as reported as the  numerator and
the actual average shares  outstanding as the denominator.  Diluted earnings per
share  includes  any  dilutive  effects of options,  warrants,  and  convertible
securities.

There are no  convertible  securities,  which  would  affect  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.


                                       8


<PAGE>





                                                       Three Months Ended
                                                            June 30,
                                                -------------------------------
                                                    2002               2001
                                                ------------       ------------

Weighted-average common shares
  Outstanding
                                                     726,005            726,005

Average treasury stock shares
                                                    (229,356)          (147,975)

Average unearned ESOP and RSP shares
                                                     (45,714)           (56,678)
                                                ------------       ------------

Weighted-average common shares and
  common stock equivalents used to
  calculate basic earnings per share                 450,935            521,352

Additional common stock equivalents
  (nonvested RSP) used to calculate
  diluted earnings per share                           3,108              1,075

Additional common stock equivalents
  (stock options) used to calculate
  diluted earnings per share                          19,102              6,337
                                                ------------       ------------

Weighted-average common shares and
  common stock equivalents used
  to calculate diluted earnings per share            473,145            528,764
                                                ============       ============


                                       9

<PAGE>




                                                         Six Months Ended
                                                              June 30,
                                                  ------------------------------
                                                      2002              2001
                                                  ------------      ------------

Weighted-average common shares
  Outstanding                                        726,005           726,005

Average treasury stock shares                       (221,788)         (131,965)

Average unearned ESOP and RSP shares                 (46,844)          (57,567)
                                                    --------          --------

Weighted-average common shares and
  common stock equivalents used to
  calculate basic earnings per share                 457,373           536,473

Additional common stock equivalents
  (nonvested RSP) used to calculate
  diluted earnings per share                           3,101                86

Additional common stock equivalents
  (stock options) used to calculate
  diluted earnings per share                          18,298             2,343
                                                    --------          --------

Weighted-average common shares and
  common stock equivalents used
  to calculate diluted earnings per share            478,772           538,902
                                                    ========          ========


NOTE 3 - COMPREHENSIVE INCOME

The components of comprehensive  income consist  exclusively of unrealized gains
and losses on available for sale  securities.  For the six months ended June 30,
2002, this activity is shown under the heading Comprehensive Income as presented
in the Consolidated  Statement of Changes in Stockholders'  Equity.  For the six
months ended June 30, 2001, comprehensive income totaled $196,527. For the three
months ended June 30, 2002 and 2001,  comprehensive  income totaled  $29,235 and
$60,586, respectively.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

In July, 2001, the Financial  Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (FAS)  No.  141,  Business   Combinations,
effective for all business  combinations  initiated after June 30, 2001, as well
as all  business  combinations  accounted  for by the  purchase  method that are
completed  after June 30, 2001.  The new  statement  requires  that the purchase
method of accounting be used for all business combinations and prohibits the use
of the  pooling-of-interests  method.  FAS No. 141 also specifies criteria which
must be met  for  intangible  assets  acquired  in a  purchase  method



                                       10

<PAGE>

business  combination to be recognized  and reported  apart from  goodwill.  The
adoption  of FAS  No.  141 did  not  have a  material  effect  on the  Company's
financial position or results of operations.

On January  1,  2002,  the  Company  adopted  FAS No.  142,  Goodwill  and Other
Intangible Assets, effective for fiscal years beginning after December 15, 2001.
This statement  changes the accounting for goodwill from an amortization  method
to an  impairment-only  approach.  Thus,  amortization  of  goodwill,  including
goodwill  recorded in past  business  combinations,  will cease upon adoption of
this statement. However, this new statement did not amend FAS No. 72, Accounting
for  Certain  Acquisitions  of Banking or Thrift  Institutions,  which  requires
recognition and amortization of unidentified  intangible  assets relating to the
acquisition  of  financial  institutions  or  branches  thereof.  The  FASB  has
undertaken a limited scope project to reconsider the provisions of FAS No. 72 in
2002 and has issued an exposure draft of a proposed  statement,  Acquisitions of
Certain  Financial  Institutions,  that would remove  acquisitions  of financial
institutions  from the  scope  of FAS No.  72.  The  adoption  of this  proposed
statement would require all goodwill originating from acquisitions that meet the
definition of a business  combination  as defined in Emerging  Issues Task Force
Issue ("EITF") No. 98-3 to be discontinued.  The adoption of FAS No. 142 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

In August 2001,  the FASB issued FAS No. 143,  Accounting  for Asset  Retirement
Obligations,  which  requires  that the fair value of a liability be  recognized
when  incurred for the  retirement  of a  long-lived  asset and the value of the
asset  be  increased  by that  amount.  The  statement  also  requires  that the
liability be maintained at its present value in subsequent  periods and outlines
certain  disclosures  for such  obligations.  The new statement takes effect for
fiscal  years  beginning  after June 15, 2002.  The adoption of this  statement,
which is effective January 1, 2003, is not expected to have a material effect on
the Company `s financial statements.

On January  1,  2002,  the  Company  adopted  FAS No.  144,  Accounting  for the
Impairment  or Disposal of Long-Lived  Assets.  FAS 144  supercedes  FAS 121 and
applies  to  all  long-lived  assets  (including  discontinued  operations)  and
consequently    amends   APB    Opinion   No.   30,    Reporting    Results   of
Operations-Reporting the Effects of Disposal of a Segment of a Business. FAS 144
requires that  long-lived  assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. The adoption of FAS
No. 144 did not have a material effect on the Company's financial statements.

In April 2002, the FASB issued FAS No. 145,  "Recission of FASB Statement No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical  Corrections".  FAS
No.  145  rescinds  FAS  No.  4,  which  required  all  gains  and  losses  from
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item, net of related income tax effect. As a result, the criteria
in  Opinion  30 will  now be used to  classify  those  gains  and  losses.  This
statement   also  amends  FASB  FAS  No.  13  to  require  that  certain   lease
modifications that have economic effects similar to sale-leaseback



                                       11

<PAGE>

transactions be accounted for in the same manner as sale-leaseback transactions.
This statement  also makes  technical  corrections  to existing  pronouncements,
which are not substantive but in some cases may change accounting practice.  FAS
No. 145 is effective for transactions occurring after May 15, 2002. The adoption
of FAS  No.  145 did not  have a  material  effect  on the  Company's  financial
position or results of operations.

In July 2002, the FASB issued FAS No. 146,  Accounting for Costs Associated with
Exit or  Disposal  Activities,  which  requires  companies  to  recognize  costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. This statement replaces
EITF Issue No. 94-3,  Liability  Recognition  for Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity  (Including  Certain Costs Incurred
in a  Restructuring).  The new statement  will be effective for exit or disposal
activities  initiated  after  December  31,  2002,  the adoption of which is not
expected to have a material effect on the Company's financial statements.

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

OVERVIEW

On July 30, 2002 the President  signed into law the  Sarbanes-Oxley  Act of 2002
(the  Act),  following  an  investigative  order  proposed  by the SEC on  chief
financial officers and chief executive officers of 947 large public companies on
June 27, 2002. Additional regulations are expected to be promulgated by the SEC.
As a result  of the  accounting  restatements  by large  public  companies,  the
passage  of the Act and  regulations  expected  to be  implemented  by the  SEC,
publicly-registered   companies,  such  as  the  Company,  will  be  subject  to
additional and more cumbersome reporting  regulations and disclosure.  These new
regulations, which are intended to curtail corporate fraud, will require certain
officers to personally certify certain SEC filings and financial  statements and
will require additional  measures to be taken by our outside auditors,  officers
and directors.  The loss of investor  confidence in the stock market and the new
laws and  regulations  will  increase  non-interest  expenses of the Company and
could  adversely  affect  the  prices  of  publicly-traded  stocks,  such as the
Company. .

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2002 AND DECEMBER 31, 2001

At June 30,  2002,  consolidated  assets  totaled  $53,457,000,  a  decrease  of
$2,493,000 or 4.5% from $55,950,000 at December 31, 2001. Additionally,  at June
30, 2002,  liabilities totaled $46,357,000,  a decrease of $1,388,000,  or 2.9%,
from $47,745,000 at December 31, 2001. Funds from  interest-bearing  deposits in
other banks and the repayments and maturities of investment and  mortgage-backed
securities of $928,000 and $5,413,000,  respectively, were utilized to originate
net loans of $2,211,000, as well as meet deposit withdrawals of $1,484,000.



                                       12

<PAGE>

Total investment and mortgage-backed  securities  available for sale and held to
maturity  were  $21,669,000  at June 30,  2002 and  represented  a  decrease  of
$3,507,000  or 13.9% from  $25,176,000  at December  31,  2001.  The  investment
activity has primarily  resulted in the repayment and maturity of investment and
mortgage-backed  securities  during  the  current  period,  in view of the lower
interest rate environment during the year.

Net loans  receivable  at June 30,  2002  increased  10.4% to  $23,287,000  from
$21,085,000  at  December  31,  2001.   Such  increases  were   concentrated  in
one-to-four  family real estate  mortgages  and were the result of  management's
pursuit and development of quality loan growth. As of June 30, 2002, the Company
has additional commitments to fund loans of $3,616,000.

Deposits at June 30, 2002 decreased to $42,725,000  from $44,210,000 at December
31, 2001, and resulted  primarily from a decrease in  certificates of deposit of
$3,341,000 or 14%. The decrease in certificates of deposit was partially  offset
by an increase in savings deposits of $1,577,000 or 12.2%. Management attributes
the  decrease in  certificates  of deposits  and the  corresponding  increase in
savings  deposits  to be the  result of  restructuring  the  portfolio  for such
products in response to the current interest rate climate.

Stockholder's equity decreased to $7,100,000 at June 30, 2002 from $8,205,000 at
December  31,  2001.  The  decrease  in  stockholders'  equity  was  due  to the
repurchase of 40,050 shares of the Company's stock during the period for a total
amount of $761,000,  coupled with a cash dividend of $460,000.  Offsetting  this
decrease was net income of $67,000 and the  amortization  of ESOP and RSP shares
totaling $61,000.

COMPARISON OF THE RESULTS OF OPERATIONS  FOR THE SIX AND THREE MONTHS ENDED JUNE
30, 2002 AND JUNE 30, 2001

Net income for the six months  ended  June 30,  2002 of $67,000  decreased  from
$119,000 for the same period ended 2001. Diluted earnings per share decreased to
$.14 per share for 2002 from $.22 per share in 2001.  Net  income  for the three
months  ended June 30,  2002 of $44,000  decreased  from  $103,000  for the same
period ended 2001.  Diluted  earnings per share  decreased to $.09 per share for
2002 from $.20 per share in 2001.

Net  interest  income  for the six  months  ended  June 30,  2002 was  $860,000,
compared to $773,000 for the same period ended 2001.  Interest  income  declined
$261,000 and resulted  from  decreases  in interest  earned on  mortgage-backed,
investment securities and interest-bearing  deposits in other banks of $141,000,
$82,000,  and $108,000,  respectively,  while partially offset by an increase in
interest earned on loans  receivable of $70,000.  Interest  income  fluctuations
were  driven by  reductions  in both  volume and rate during 2002 as compared to
2001. The average balances of mortgage-backed,  investment  securities and other
interest   earning  assets  decreased   $2,881,000,   $768,000  and  $1,711,000,
respectively.  Meanwhile  the tax  equivalent  yield  on such  products  dropped
significantly as a result of the overall  declining  interest rate  environment.
This  combined


                                       13


<PAGE>

effect  resulted in a decrease in the tax equivalent  yield on interest  earning
assets to 5.88% for the six months  ended June 30,  2002 from 6.82% for the same
2001 period.  Somewhat  offsetting  these  reductions in interest  income was an
increase of $4,879,000  million in the average balance of loans receivable.  The
investment  securities  called  during  2001  coupled  with the  decline  in the
interest  rate  environment  during 2001  primarily  reduced the  aforementioned
yielding assets.

Interest expense  decreased  $349,000 or 34.1% to $674,000 for 2002, as compared
to $1,023,000  for 2001.  The cost of funds declined to 3.25% for the six months
ended June 30, 2002 from 4.84% for the same 2001 period. The lower cost of funds
primarily  resulted from a restructuring of the deposit product  portfolio rates
to reflect the overall lower interest rate environment. Also contributing to the
overall  decrease  in  interest  expense  was a  shift  in  funding  sources  of
approximately $2.0 million from more costly Federal Home Loan Bank borrowings to
lower costing savings accounts.

Net  interest  income for the three  months  ended June 30,  2002 was  $420,000,
compared to $374,000 for the same period ended 2001.  Interest  income  declined
$157,000 and resulted  from  decreases  in interest  earned on  mortgage-backed,
investment  securities and interest-bearing  deposits in other banks of $85,000,
$44,000,  and $59,000,  respectively,  while partially  offset by an increase in
interest earned on loans  receivable of $31,000.  Interest  income  fluctuations
were  driven by  reductions  in both  volume and rate during 2002 as compared to
2001. As noted  previously,  an overall  declining  interest  earning asset base
during  this period  coupled  with a declining  rate  environment  resulted in a
decrease in the tax equivalent yield on interest earning assets to 5.57% for the
three months  ended June 30, 2002 from 6.69% for the same 2001 period.  Somewhat
offsetting  these  reductions in interest income was an increase of $6.9 million
in the average  balance of loans  receivable.  Also  mentioned  previously,  the
investment  securities  called  during  2001  coupled  with the  decline  in the
interest  rate  environment  during 2001  primarily  reduced the  aforementioned
yielding assets.

Interest expense  decreased  $206,000 or 39.5% to $314,000 for 2002, as compared
to $520,000 for 2001.  The cost of funds  declined to 3.01% for the three months
ended June 30, 2002 from 4.83% for the same 2001 period. The lower cost of funds
was previously discussed above.

Noninterest  income decreased $158,000 and $148,000 for the six and three months
ended June 30, 2002, as compared to the same period ended 2001. This fluctuation
can be primarily  attributed  to gains on the sale of Federal Home Loan Mortgage
Corporation stock of approximately $138,000 in 2001.

Total  noninterest  expenses for the six and three month  periods ended June 30,
2002 totaled  $818,000  and  $389,000,  respectively,  for the  comparable  2001
periods. The decrease in total noninterest expense for the six months ended June
30, 2002 was a result of decreased  occupancy  and  equipment  expense and other
noninterest  expense,  offset by increased  compensation  and  employee  benefit
expense.  Additionally, the decrease in


                                       14


<PAGE>

noninterest  expense  for the three  months  ended June 30, 2002 was a result of
decreased occupancy and equipment expense,  data processing  expense,  and other
noninterest expense.

In the six and three months ended June 30, 2002, occupancy and equipment expense
decreased  $27,000 and $14,000,  respectively,  compared to the 2001  comparable
periods.  Included in the comparable 2001 periods was  depreciation  expense for
the main office equipment. The equipment was fully depreciated in November 2001.
Similarly,  other  noninterest  expense for the comparable 2001 periods included
costs in  connection  with the  Bank's  remodeling  of its branch  office.  Such
remodeling was completed in October 2001. Other  noninterest  expense  decreased
for the six and  three  months  ended  June 30,  2002 by  $12,000  and  $18,400,
respectively,  as compared to the 2001 periods. Lastly, for the six months ended
June 30, 2002,  compensation  and employee  benefit  expense  increased  $37,000
primarily  as a result of  normal  merit  salary  increases  and other  employee
benefit  expenses.  Additionally,  compensation  and  employee  benefit  expense
increased due to the recognition of employee stock ownership  shares at a higher
average  market  price of the  Company's  stock as  compared  to the prior  2001
period.

LIQUIDITY AND CAPITAL RESOURCES

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

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

Management  monitors both the Company's and the Savings Bank's total risk-based,
Tier I  risk-based  and Tier I  leverage  capital  ratios  in  order  to  assess
compliance  with regulatory  guidelines.  At June 30, 2002, both the Company and
the Savings Bank exceeded the minimum  risk-based  and leverage  capital  ratios
requirements.  The  Company's  and  Savings  Bank's  total  risk-based,  Tier  I
risk-based and Tier I leverage ratios are 29.8%,  28.7%, 13.1% and 29.1%, 27.9%,
12.7%, respectively at June 30, 2002.

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


                                       15


<PAGE>

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.

                                                        June30,    December 31,
                                                         2002          2001
                                                        --------   ------------
                                                        (Dollars in thousands)

Loans on nonaccrual basis                                $  408      $  453
Loans past due 90 days or more and still accruing            22          99
                                                         -------     -------

Total nonperforming loans                                   430         552
                                                         -------     -------

Nonperforming loans as a percent of total loans            1.83%       2.90%
                                                         =======     =======

Nonperforming assets as a percent of total assets           .80%       1.05%
                                                         =======     =======

Allowance for loan losses to nonperforming loans          44.53%      33.15%
                                                         =======     =======

At June 30, 2002 and December 31, 2001, no real estate or other assets were held
as foreclosed or repossessed property.

Of the  non-performing  loan total,  $279,000 is  considered  to be impaired for
financial  reporting  purposes.  These  impaired loans consist of two commercial
loans to a single  borrower,  secured by real  estate.  As part of  management's
ongoing  assessment  of the loan  portfolio,  $70,000 of the  allowance for loan
losses at June 30, 2002, has been allocated for these loans. Management believes
the  underlying  collateral,  supporting  these  loans,  adequately  secures the
Company.

During  the six  month  period  ended  June  30,  2002,  total  loans  increased
$2,211,000 while nonperforming loans decreased $122,000.  The allowance for loan
losses  increased $8,500 during this same period and the percentage of allowance
for loan  losses  to loans  outstanding  decreased  slightly  from .86% to .82%.
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.



                                       16

<PAGE>

The allowance for loan losses represents the amount that management estimates is
adequate to provide for probable losses  inherent in the loan  portfolio,  as of
the balance sheet date. 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.  However,  there can be no assurance  that the allowance for loan losses
will be  adequate  to cover  losses  that may be realized in the future and that
additional provisions for losses will not be required.



                                       17

<PAGE>

                              SFSB HOLDING COMPANY
                           PART II - OTHER INFORMATION


ITEM  1.  Legal Proceedings

          None

ITEM  2.  Changes in Securities

          None

ITEM  3.  Defaults upon Senior Securities

          None

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

          The following represents the results of matters submitted to a vote of
          the shareholders at the annual meeting held on April 30, 2002:

          Election of Directors for term to expire in 2006:

          Timothy R. Maier was elected by the following vote:

          For:           380,488
          Against:        29,900
          Votes Withheld:      0

          Mary Lois Loftus was elected by the following vote:

          For:           380,488
          Against:        29,900
          Votes Withheld:      0

          S.R.  Snodgrass,  A.C.  was  selected  as  the  Company's  independent
          auditors for the fiscal year 2002 by the following vote:

          For:           385,038
          Against:        25,300
          Votes Withheld:     50

ITEM  5.  Other Information

          None



                                       18


<PAGE>

ITEM  6.  Exhibits and Reports on Form 8-K

          The following exhibits are included in this Report or incorporated
          herein by reference:
            (a)  List of Exhibits:
                 3(i)   Articles of Incorporation of SFSB Holding Company*
                 3(ii)  Amended Bylaws of SFSB Holding Company**
                 10.1   Directors Consultant and Retirement Plan.*
                 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***
                 10.6   2001 Supplemental Retirement Plan for the Benefit of
                        Senior Officers****
                 10.7   Employment Agreement with Joseph E. Gallagher****
                 99.0   Review Report of Independent Accountants
                 99.1   Certification Pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act 0f 2002.

            (b)  Not applicable.

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

*         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 Form 10-QSB for the quarter  ended
          March 31, 2001 and filed with the SEC on May 14, 2001.

***       Incorporated  by  reference  to the Proxy  Statement  for the  Special
          Meeting on October 20, 1998 and filed with SEC on September 14, 1998.

****      Incorporated  by  reference  to the Form  10-KSB  for the  year  ended
          December 31, 2001 and filed with the SEC on March 28, 2002.

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



                                       19

<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  the  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.


                                        SFSB Holding Company


Date: August 13, 2002                   By: /s/ Barbara J. Mallen
                                            ------------------------------------
                                            Barbara J. Mallen
                                            President and Chief Executive
                                            Officer/Director



Date: August 13, 2002                   By: /s/ Joseph E. Gallagher
                                            ------------------------------------
                                            Joseph E. Gallagher
                                            Senior Vice President/Director



                                       20