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, 2001

-----
      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 November 9, 2001: 555,435

<PAGE>

                              SFSB HOLDING COMPANY

                                      INDEX

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

        Item 1.       Financial Statements

                      Consolidated Balance Sheet (Unaudited) as of                                         3
                          September 30, 2001 and December 31, 2000

                      Consolidated Statement of Income (Unaudited)
                          for the Nine Months ended September 30, 2001 and 2000                            4

                      Consolidated Statement of Income (Unaudited)
                          for the Three Months ended September 30, 2001 and 2000                           5

                      Consolidated Statement of Changes in Stockholders' Equity (Unaudited                 6

                      Consolidated Statement of Cash Flows (Unaudited)
                          for the Nine Months ended September 30, 2001 and 2000                            7

                      Notes to Unaudited Consolidated Financial Statements                              8 - 10

        Item 2.       Management's Discussion and Analysis of
                        Financial Condition and Results of Operations                                  11 - 15

PART II  -  OTHER INFORMATION

        Item 1.       Legal Proceedings                                                                   16

        Item 2.       Changes in Securities                                                               16

        Item 3.       Default Upon Senior Securities                                                      16

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

        Item 5.       Other Information                                                                   16

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

SIGNATURES                                                                                                17

</TABLE>
<PAGE>

                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                 September 30,   December 31,
                                                                     2001            2000
                                                                 ------------    ------------
<S>                                                            <C>             <C>
ASSETS
        Cash and due from banks                                  $    554,164    $    541,525
        Interest-bearing deposits in other banks                    6,554,072       2,946,420
                                                                 ------------    ------------
        Cash and cash equivalents                                   7,108,236       3,487,945

        Certificates of deposit in other banks                        366,334         295,000
        Investment securities available for sale                    4,416,721       2,954,871
        Investment securities held to maturity (market
          value of $6,676,698 and $8,470,065)                       6,563,095       9,063,535
        Mortgage-backed securities available for sale               3,812,936       5,171,720
        Mortgage-backed securities held to maturity (market
          value of $12,138,889 and $10,252,897)                    11,812,209      10,594,864
        Loans receivable (net of allowance for loan losses
          of $180,009 and $171,009)                                20,908,504      18,887,161
        Accrued interest receivable                                   402,964         417,681
        Premises and equipment                                      1,450,055       1,355,199
        Federal Home Loan Bank stock                                  318,500         256,500
        Other assets                                                  171,113          31,196
                                                                 ------------    ------------
              TOTAL ASSETS                                       $ 57,330,667    $ 52,515,672
                                                                 ============    ============
LIABILITIES
        Deposits                                                 $ 43,463,299    $ 37,942,034
        FHLB Advances                                               5,000,000       5,000,000
        Advances by borrowers for taxes and insurance                  35,412         116,499
        Accrued interest payable and other liabilities                436,328         426,085
                                                                 ------------    ------------
              TOTAL LIABILITIES                                    48,935,039      43,484,618
                                                                 ------------    ------------
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                                  6,677,292       6,676,810
        Retained earnings - substantially restricted                3,513,125       3,506,353
        Accumulated other comprehensive income                        287,292         293,328
        Unallocated shares held by Employee Stock
          Ownership Plan (ESOP)                                      (363,000)       (406,560)
        Unallocated shares held by Restricted Stock Plan (RSP)       (171,254)       (201,431)
        Treasury stock (170,570 and 100,200 shares at cost)        (1,620,427)       (910,046)
                                                                 ------------    ------------
              TOTAL STOCKHOLDERS' EQUITY                            8,395,628       9,031,054
                                                                 ------------    ------------
              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 57,330,667    $ 52,515,672
                                                                 ============    ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>
                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                    Nine Months Ended September 30,
                                                         2001         2000
                                                      ----------   ----------
<S>                                                 <C>          <C>
INTEREST INCOME
        Loans receivable                              $1,120,616   $  979,138
        Interest-bearing deposits in other banks         196,715      187,289
        Investment securities
              Taxable                                    556,965      581,654
              Exempt from federal income tax              22,898       34,574
        Mortgage-backed securities                       801,513      641,404
                                                      ----------   ----------
              Total interest income                    2,698,707    2,424,059
                                                      ----------   ----------
INTEREST EXPENSE
        Deposits                                       1,300,583    1,231,383
        FHLB Advance                                     245,289            -
                                                      ----------   ----------
              Total interest expense                   1,545,872    1,231,383

NET INTEREST INCOME                                    1,152,835    1,192,676

        Provision for loan losses                          9,000       11,000
                                                      ----------   ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    1,143,835    1,181,676
                                                      ----------   ----------
NONINTEREST INCOME
        Service fees on deposit accounts                  89,499       91,433
        Investment securities gains, net                 199,638            -
        Other                                             46,058       21,427
                                                      ----------   ----------
              Total noninterest income                   335,195      112,860
                                                      ----------   ----------
NONINTEREST EXPENSE
        Compensation and employee benefits               651,202      605,463
        Occupancy and equipment                          157,668      152,541
        Data processing                                  174,375      166,264
        Professional services                             69,998       59,341
        Other                                            179,483      150,077
                                                      ----------   ----------
              Total noninterest expense                1,232,726    1,133,686
                                                      ----------   ----------
        Income before income taxes                       246,304      160,850
        Income tax expense                                77,853        4,490
                                                      ----------   ----------
NET INCOME                                               168,451      156,360
                                                      ==========   ==========
EARNINGS PER SHARE:
              Basic                                   $     0.32   $     0.28
              Diluted                                       0.31         0.28
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                        4
<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME


                                                Three Months Ended September 30,
                                                        2001       2000
                                                      --------   --------
INTEREST INCOME
        Loans receivable                              $379,837   $351,100
        Interest-bearing deposits in other banks        49,192     56,277
        Investment securities
              Taxable                                  221,677    195,794
              Exempt from federal income tax             7,191     10,481
        Mortgage-backed securities                     245,377    215,422
                                                      --------   --------
              Total interest income                    903,274    829,074
                                                      --------   --------
INTEREST EXPENSE
        Deposits                                       440,493    419,776
        FHLB Advance                                    82,662       --
                                                      --------   --------
              Total interest expense                   523,155    419,776

NET INTEREST INCOME                                    380,119    409,298

        Provision for loan losses                        3,000      4,500
                                                      --------   --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    377,119    404,798
                                                      --------   --------
NONINTEREST INCOME
        Service fees on deposit accounts                29,648     31,842
        Investment securities gains, net                61,578       --
        Other                                           11,429      5,168
                                                      --------   --------
              Total noninterest income                 102,655     37,010
                                                      --------   --------
NONINTEREST EXPENSE
        Compensation and employee benefits             212,452    211,569
        Occupancy and equipment                         53,909     52,906
        Data processing                                 57,670     55,454
        Professional services                           22,898     11,584
        Other                                           61,235     49,883
                                                      --------   --------
              Total noninterest expense                408,164    381,396
                                                      --------   --------
        Income before income taxes                      71,610     60,412
        Income tax expense                              22,553      4,490
                                                      --------   --------
NET INCOME                                              49,057     55,922
                                                      ========   ========
EARNINGS PER SHARE:
              Basic                                   $   0.10   $   0.10
              Diluted                                     0.09       0.10

See accompanying notes to the unaudited consolidated financial statements.

                                       5
<PAGE>
                              SFSB HOLDING COMPANY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                              Accumulated
                                                                 Other     Unallocated Unallocated                 Total
                                   Additional                    Compre-      Shares      Shares                   Stock-  Compre-
                        Common       Paid-in       Retained      hensive     Held by      Held by      Treasury   holders' hensive
                        Stock        Capital       Earnings       Income       ESOP        RSP         Stock       Equity  Income
                        ------      ---------     ---------      --------   ---------   ---------   -----------  --------- -------
<S>                   <C>         <C>           <C>            <C>        <C>         <C>        <C>          <C>         <C>
Balance,
  December 31, 2000    $72,600     $6,676,810    $3,506,353     $293,328   $(406,560)  $(201,431) $  (910,046) $9,031,054

Net income                                          168,451                                                       168,451  $168,451
Other comprehensive
income:
  Unrealized loss
    on available for
    sale securities,
    net of tax benefit
    of $3,109                                                     (6,036)                                          (6,036)   (6,036)
                                                                                                                           --------
Comprehensive income                                                                                                       $162,415
                                                                                                                           =========
RSP shares released                                                                       30,177                   30,177
ESOP shares released                      482                                 43,560                               44,042
Cash dividends
  ($.30 per share)                                 (161,679)                                                     (161,679)
Purchase treasury stock                                                                              (710,381)   (710,381)
                       -------     ----------    ----------     --------   ---------   ---------  -----------  ----------
Balance,
  September 30, 2001   $72,600     $6,677,292    $3,513,125     $287,292   $(363,000)  $(171,254) $(1,620,427) $8,395,628
                       =======     ==========    ==========     ========   =========   =========  ===========  ==========


Components of comprehensive income:
Change in net unrealized gain on
    investment securities held for sale                                                           $   125,725
Realized gains included in net income,
    net of taxes of $67,877                                                                          (131,761)
                                                                                                  -----------
Total                                                                                             $    (6,036)
                                                                                                  ===========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.

                                       6
<PAGE>

                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                 Nine Months Ended September 30,
                                                                       2001           2000
                                                                   -----------    -----------
<S>                                                              <C>            <C>
OPERATING ACTIVITIES
Net income                                                         $   168,451    $   156,360
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
        Provision for loan losses                                        9,000         11,000
        Depreciation and amortization                                  148,694        132,974
        Investment securities gains, net                              (199,638)             -
        Decrease in accrued interest receivable                         14,717         73,596
        Other, net                                                    (136,757)       279,693
                                                                   -----------    -----------
        Net cash provided by operating activities                        4,467        653,623
                                                                   -----------    -----------
INVESTING ACTIVITIES
Decrease (increase) in certificates of deposits                        (71,334)       759,306
Investment securities available for sale:
        Purchases                                                   (2,047,187)       (43,761)
        Maturities and repayments                                      500,000         21,663
        Proceeds from sales                                            202,548              -
Investment securities held to maturity:
        Purchases                                                   (5,000,000)             -
        Maturities and repayments                                    7,500,440        527,966
Mortgage-backed securities available for sale:
        Maturities and repayments                                    1,444,454        319,944
Mortgage-backed securities held to
   maturity:
        Purchases                                                   (3,502,912)    (2,007,695)
        Maturities and repayments                                    2,283,371        730,443
Net increase in loans receivable                                    (2,030,343)    (2,538,293)
Purchase of Federal Home Loan Bank stock                               (62,000)       (10,900)
Purchase of premises and equipment                                    (169,331)        (8,677)
                                                                   -----------    -----------
        Net cash used for investing activities                        (952,294)    (2,250,004)
                                                                   -----------    -----------
FINANCING ACTIVITIES
Net increase in deposits                                             5,521,265        302,009
Net decrease in advances by borrowers
   for taxes and insurance                                             (81,087)       (62,070)
Purchase of treasury stock                                            (710,381)      (170,456)
Cash dividends paid                                                   (161,679)       (91,877)
                                                                   -----------    -----------
        Net cash provided by financing activities                    4,568,118        (22,394)
                                                                   -----------    -----------
        Increase (decrease) in cash and cash  equivalents            3,620,291     (1,618,775)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                            3,487,945      5,065,675
                                                                   -----------    -----------
CASH AND CASH EQUIVALENTS
                 AT END OF PERIOD                                  $ 7,108,236    $ 3,446,900
                                                                   ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
        Interest on deposits and
           borrowings                                              $ 1,565,398    $ 1,228,037
        Income taxes                                                   238,800         30,903
</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 nine months ended  September 30, 2001 are not  necessarily
indicative of the results to be expected for the fiscal year ended  December 31,
2001 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, 2000,  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>

                                           Nine Months        Three Months
                                              Ended              Ended
                                          September 30,      September 30,
                                              2001               2001
                                            --------           --------

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

Average treasury stock shares               (139,878)          (155,446)

Average unearned ESOP and RSP shares         (56,287)           (54,521)
                                            --------           --------

Weighted-average common shares and
  common stock equivalents used to
  calculate basic earnings per share         529,840            516,038

Additional common stock equivalents
  (nonvested RSP) used to calculate
  diluted earnings per share                     637              1,737

Additional common stock equivalents
  (stock options) used to calculate
  diluted earnings per share                   4,760              9,595
                                            --------           --------

Weighted-average common shares and
  common stock equivalents used
  to calculate diluted earnings per share    535,237            527,370
                                            ========           ========


The weighted  number of shares  outstanding for the nine and three month periods
ended September 30, 2000 were 564,779 and 551,211,  respectively.  There were no
dilutive  effects for either the nine or  three-month  periods ended  September,
2001 and 2000.

NOTE 3 - COMPREHENSIVE INCOME

The components of comprehensive  income consist  exclusively of unrealized gains
and losses on available for sale securities. For the nine-months ended September
30,  2001,  this  activity is shown under the  heading  Comprehensive  Income as
presented in the Consolidated  Statement of Changes in Stockholders' Equity. For
the nine-and three months ended September 30, 2000, comprehensive income totaled
$186,484 and $220,856,  respectively.  For the three-months  ended September 30,
2001, there was a comprehensive loss of $34,112.

                                       9
<PAGE>



NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards 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.  The adoption of Statement No. 141 is not expected
to have a material  affect on the  Company's  financial  position  or results of
operations.

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142, Goodwill and Other Intangible Assets,  effective for fiscal years beginning
after December 15, 2001.  The new 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.  The adoption of Statement No. 142 is not
expected  to have a  material  affect on the  Company's  financial  position  or
results of operations.

                                       10
<PAGE>


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


COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2001 AND DECEMBER 31, 2000

At September 30, 2001,  consolidated assets totaled $57,331,000,  an increase of
$4,815,000  or 9.2% from  $52,516,000  at December  31, 2000.  Additionally,  at
September 30, 2001, liabilities totaled $48,935,000,  as increase of $5,450,000,
or 12.5%,  from  $43,485,000  at December 31, 2000. Of such  increase,  deposits
increased  $5,521,000  and provided funds to originate  loans of $2,021,000,  as
well as increased liquidity as cash and cash equivalents rose $3,620,000.

Total investment and mortgage-backed  securities  available for sale and held to
maturity  of  $26,605,000   at  September  30,  2001  decreased   slightly  from
$27,785,000 at December 31, 2000 as the funding from deposit growth coupled with
proceeds from  maturities and principal  repayments  were primarily  invested in
U.S. Government agency obligations.  During 2001,  approximately $5.0 million of
such purchases with maturities between 10 and 15 years occurred. Management also
has focused on  supplementing  loan demand by lengthening  the maturities of the
investment  portfolio through  purchasing  approximately  $3.5 million of higher
yielding mortgage-backed securities.

Net loans  receivable at September 30, 2001 increased 10.7% to $20,909,000  from
$18,887,000  at  December  31,  2000.  Increases  in home equity and real estate
mortgages  of  $1,103,000  and  $757,000,   respectively,  were  the  result  of
management's  pursuit and  development  of quality loan growth during  continued
economic  prosperity within the Company's market area. As of September 30, 2001,
the Company has additional commitments of $1.4 million to fund loan growth.

The increase in deposits to $43,463,000  at September 30, 2001 from  $37,942,000
at December 31, 2000, which resulted  primarily from an increase in certificates
of deposit and savings  accounts of $3,873,000 or 19.2% and $1,436,000 or 13.2%,
respectively.  Of the total deposit growth, $2,097,000 occurred during the third
quarter of 2001.  Management attributes the increase in certificates of deposits
to be the result of pricing such products competitively in response to the local
market area. In addition, the Company began offering a statement savings account
product during the second quarter of 2001. At September 30, 2001, there has been
minimal impact in comparison to the overall deposit growth.

Stockholder's  equity  decreased  to  $8,396,000  at  September  30,  2001  from
$9,031,000 at December 31, 2000. The decrease in stockholders' equity was due to
the  repurchase of 70,370 shares of the Company's  stock during the period for a
total amount of $710,000,  coupled with a cash dividend of $162,000.  Offsetting
this  decrease was net income of $168,000 and the  amortization  of ESOP and RSP
shares totaling $74,000.

                                       11
<PAGE>




COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE NINE AND THREE  MONTHS  ENDED
SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000

Net income for the nine-months  ended  September 30, 2001 of $168,000  increased
from  $156,000  for the same period ended 2000.  Basic and diluted  earnings per
share rose slightly to $.32 and $.31 per share,  respectively for 2001 from $.28
per share in 2000. Net income for the  three-months  ended September 30, 2001 of
$49,000  decreased from $56,000 for the same period ended 2000,  while basic and
diluted  earnings  per share rose to $.10 and $.09 per share,  respectively,  in
2001 from $.10 per share in 2000.

Net interest income for the nine months ended September 30, 2001 was $1,153,000,
compared to  $1,193,000  for the same period  ended 2000.  Interest  income rose
$275,000  and  was  influenced   mainly  by  increases  in  interest  earned  on
mortgage-backed  securities  and loans  receivable  of  $160,000  and  $141,000,
respectively,  while  offset by  decreases  in  interest  earned  on  investment
securities of $36,000.  Interest income fluctuations were driven by increases in
both volume and rate during  2001 as compared to 2000.  The average  balances of
mortgage-backed  securities and loans receivable increased $3.4 million and $4.5
million, respectively.  Growth in these higher yielding products helped offset a
20 basis point  decrease in the tax equivalent  yield on total interest  earning
assets to 6.76% for the nine-months  ended September 30, 2001 from 6.96% for the
same 2000 period.

Interest expense increased $314,000 or 25.5% to $1,546,000 for 2001, as compared
to  $1,231,000  for 2000.  The cost of funds  rose to 4.79% for the  nine-months
ended September 30, 2001 from 4.45% for the same 2000 period. The higher cost of
funds primarily  resulted from $5.0 million in Federal Home Loan Bank borrowings
coupled with an increase in rates paid on certificates of deposit products.  The
remainder  of the increase  resulted  from the increase in the volume of average
interest-bearing  liabilities,  which  rose $6.1  million to $43.0  million  due
largely  to the  increase  in time  certificates  of deposit  as  deposits  were
attracted  during 2001 through a competitive  pricing  strategy  employed by the
Company.

Net  interest  income  decreased  $30,000  or 7.1%  for the  three-months  ended
September  30, 2001 as compared to the same 2000  period.  The  fluctuations  in
interest income were the result of increases in interest-earning  assets of $8.2
million,  in general,  and  mortgage-backed  securities,  in specific.  Interest
expense for the three  months ended  September  30, 2001  increased  $109,000 to
$523,000  as  compared  to  the  same  2000  period.   The  average  balance  of
certificates  of deposit  increased  $1.4 million  which more than offset the 12
basis  point  decrease  in  the  cost  of  funds  for  this  product  to  5.53%.
Additionally,  the higher cost of Federal Home Loan Bank borrowings  contributed
to the overall  cost of funds  increasing  to 4.74% for the three  months  ended
September 30, 2001 from 4.48% for the same 2000 period.

                                       12
<PAGE>

Noninterest  income increased $222,000 and $66,000 for the nine and three-months
ended  September  30, 2001,  respectively,  as compared to the same period ended
2000. This increase was primarily  attributable to investment  securities  gains
recognized  in 2001  from the sale of  Federal  Home Loan  Mortgage  Corporation
stock.  In  addition,  there were  nominal  increases  in numerous  other income
accounts.

Total  noninterest  expenses  increased  $99,000  and  $27,000  for the nine and
three-months  ended  September 30, 2001,  respectively,  as compared to the same
period ended 2000.  Compensation and employee benefits  increased as a result of
hiring  additional  employees  coupled  with  normal  merit  raises.  There were
increases in professional fees during the quarter as a result of increased legal
expenses.  Additionally,  other expenses  increased  primarily due to the use of
temporary  staffing  services,   increased  mailings  detailing  new  regulatory
legislation,  as well as smaller  dollar  increases  in numerous  other  expense
accounts that result from increased transaction activity from operating a larger
organization.

Income tax  expense of  $73,000  and  $18,000  was  recognized  for the nine and
three-months  ending  September 30, 2001 due to the utilization of all operating
loss carryforwards in fiscal 2000.

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, 2001, 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 35.4%,  34.0%, 14.3% and 32.4%, 30.9%,
12.9%, respectively at September 30, 2001.

                                       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,
                                                        2001              2000
                                                        ----              ----
                                                        (Dollars in thousands)

Loans on nonaccrual basis                          $     412          $    382
Loans past due 90 days or more and still accruing        100                 8
                                                       -----             -----
Total nonperforming loans                                512               390
                                                       -----             -----

Nonperforming loans as a percent of total loans         2.43%             2.05%
                                                       =====             =====

Nonperforming assets as a percent of total assets        .89%             0.74%
                                                       =====             =====

Allowance for loan losses to nonperforming loans       35.16%            43.85%
                                                       =====             =====


At September 30, 2001 and December 31, 2000, 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,  $56,000 of the  allowance for loan
losses at June 30, 2001,  has been  allocated for these loans.  During the first
half of 2001, the borrower made payments on these loans totaling $5,000,  all of
which was  recorded as  interest  income.  Management  believes  the  underlying
collateral, supporting these loans, adequately secures the Company.

                                       14
<PAGE>

RISK ELEMENT (Continued)

During  the  nine  month  period  ended  September  30,  2001,  loans  increased
$2,030,000 while nonperforming loans increased $122,000.  The allowance for loan
losses  increased $9,000 during this same period and the percentage of allowance
for loan  losses  to loans  outstanding  decreased  slightly  from .90% to .85%.
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.

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.

                                       15
<PAGE>
                            SFSB HOLDING COMPANY
                         PART II - OTHER INFORMATION


   ITEM  1.  Legal Proceedings

             None

   ITEM  2.  Changes in Securities

             None

   ITEM  3.  Defaults upon Senior Securities

             None

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

             None

   ITEM  5.  Other Information

             None

   ITEM  6.  Exhibits and Reports on Form 8-K

         The following exhibits are included in this Report or incorporated
         herein by reference:
<TABLE>
<CAPTION>
                <S>     <C>
                  (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.*
                           10.2     Supplemental Executive Retirement Plan for Barbara J. Mallen.*
                           10.3     Employment Agreement with Barbara J. Mallen*
                           10.4     SFSB Holding Company 1998 Stock Option Plan**
                           10.5     Stanton Federal Savings Bank Restricted Stock Plan**
                           99       Review Report of Independent Accountants

                  (b)      Not applicable.
</TABLE>

---------------------
*        Incorporated  by reference to an  identically  numbered  exhibit to the
         registration  statement  on Form  SB-2  (File No.  333-40955)  declared
         effective by the SEC on January 14, 1998.
**       Incorporated  by  reference  to the  Proxy  Statement  for the  Special
         Meeting on October 20, 1998 and filed with SEC on September 14, 1998.

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

                                       16
<PAGE>

                                   SIGNATURES



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


                                    SFSB Holding Company


Date: November 14, 2001             By: /s/Barbara J. Mallen
                                        ----------------------------------------
                                        Barbara J. Mallen
                                        President and Chief
                                        Executive Officer


Date: November 14, 2001             By: /s/Joseph E. Gallagher
                                        ----------------------------------------
                                        Joseph E. Gallagher
                                        Senior Vice President



                                       17