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

                                  FORM 10 - QSB


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

                  For the quarterly period ended March 31, 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                (IRS Employer Identification No.)
 incorporation or organization)


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


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


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

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

                  Class: Common Stock, par value $.10 per share


                      Outstanding at May 10, 2002: 499,535


<PAGE>

                              SFSB HOLDING COMPANY

                                      INDEX



                                                                         Page
                                                                        Number
                                                                        ------

PART I  -  FINANCIAL INFORMATION

  Item 1.  Financial Statements

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

           Consolidated Statement of Income (Unaudited)
             for the Three Months ended March 31, 2002 and 2001           4

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

           Consolidated Statement of Cash Flows (Unaudited)
             for the Three Months ended March 31, 2002 and 2001           6

           Notes to Unaudited Consolidated Financial Statements         7 - 8

  Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations              9 - 13

PART II  - OTHER INFORMATION

  Item 1.  Legal Proceedings                                             14

  Item 2.  Changes in Securities                                         14

  Item 3.  Default Upon Senior Securities                                14

  Item 4.  Submissions of Matters to a Vote of Security Holders          14

  Item 5.  Other Information                                             14

  Item 6.  Exhibits and Reports on Form 8 - K                            14

SIGNATURES                                                               15



<PAGE>

                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>

                                                                  March 31,     December 31,
                                                                    2002           2001
                                                                ------------   -------------
<S>                                                          <C>            <C>

ASSETS
     Cash and due from banks                                    $   472,995    $   522,521
     Interest-bearing deposits in other banks                     4,276,042      6,386,630
                                                                -----------    -----------
     Cash and cash equivalents                                    4,749,037      6,909,151

     Certificates of deposit in other banks                         362,000        266,000
     Investment securities available for sale                     4,070,252      4,271,945
     Investment securities held to maturity (market
       value of $5,668,192 and $5,947,521)                        5,682,835      5,904,739
     Mortgage-backed securities available for sale                2,913,486      3,306,389
     Mortgage-backed securities held to maturity (market
       value of $10,875,253 and $11,830,672)                     10,737,042     11,693,260
     Loans receivable (net of allowance for loan losses
       of $186,471 and $183,009)                                 22,505,392     21,085,269
     Accrued interest receivable                                    329,889        284,926
     Premises and equipment                                       1,546,483      1,556,222
     Federal Home Loan Bank stock                                   318,500        318,500
     Other assets                                                   136,598        353,624
                                                                -----------    -----------
          TOTAL ASSETS                                          $53,351,514    $55,950,025
                                                                ===========    ===========
LIABILITIES
     Deposits                                                   $42,397,501    $44,209,873
     FHLB Advances                                                3,000,000      3,000,000
     Advances by borrowers for taxes and insurance                  123,503         83,545
     Accrued interest payable and other liabilities                 459,715        451,698
                                                                -----------    -----------
          TOTAL LIABILITIES                                      45,980,719     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                                   6,687,673      6,680,317
     Retained earnings - substantially restricted                 3,360,137      3,547,338
     Accumulated other comprehensive income                         163,356        160,119
     Unallocated shares held by Employee Stock
       Ownership Plan (ESOP)                                       (329,120)      (348,480)
     Unallocated shares held by Restricted Stock Plan (RSP)        (165,727)      (175,786)
     Treasury stock (226,470 and 191,470 shares at cost)         (2,418,124)    (1,731,199)
                                                                -----------    -----------
          TOTAL STOCKHOLDERS' EQUITY                              7,370,795      8,204,909
                                                                -----------    -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $53,351,514    $55,950,025
                                                                ===========    ===========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.


                                       3

<PAGE>


                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)


                                                        Three Months Ended
                                                             March 31,
                                                        --------------------
                                                           2002       2001
                                                        ---------   --------
INTEREST INCOME
      Loans receivable                                  $404,001    $365,489
      Interest-bearing deposits in other banks            21,880      70,312
      Investment securities
           Taxable                                       143,602     178,982
           Exempt from federal income tax                  4,898       7,981
      Mortgage-backed securities                         220,303     275,790
                                                        --------    --------
           Total interest income                         794,684     898,554
                                                        --------    --------
INTEREST EXPENSE
      Deposits                                           311,158     421,727
      FHLB Advance                                        48,711      80,864
                                                        --------    --------
           Total interest expense                        359,869     502,591
                                                        --------    --------

NET INTEREST INCOME                                      434,815     395,963

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

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES      429,815     392,963
                                                        --------    --------
NONINTEREST INCOME
      Service fees on deposit accounts                    26,780      26,384
      Investment securities loss                          (4,705)          -
      Other                                               14,678      20,431
                                                        --------    --------
           Total noninterest income                       36,753      46,815
                                                        --------    --------
NONINTEREST EXPENSE
      Compensation and employee benefits                 246,734     216,200
      Occupancy and equipment                             37,866      51,019
      Data processing                                     63,412      57,515
      Professional services                               20,210      24,633
      Other                                               60,353      53,854
                                                        --------    --------
           Total noninterest expense                     428,575     403,221
                                                        --------    --------

      Income before income taxes                          37,993      36,557
      Income tax expense                                  15,380      20,300
                                                        --------    --------

NET INCOME                                                22,613      16,257
                                                        ========    ========
EARNINGS PER SHARE:
           Basic                                        $   0.05    $   0.03
           Diluted                                          0.05        0.03




See accompanying notes to the unaudited consolidated financial statements.

                                       4

<PAGE>

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

<TABLE>
                                                                 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                                               22,613                                                   22,613     $22,613
Other comprehensive income:
  Unrealized gain on available
    for sale securities, net
    of taxes of $1,668                                              3,237                                          3,237       3,237
                                                                                                                             -------
Comprehensive income                                                                                                         $25,850
                                                                                                                             =======
RSP shares released                                                                      10,059                   10,059
ESOP shares released                          7,356                           19,360                              26,716
Cash dividends
  ($.30 per share)                                     (209,814)                                                (209,814)
Purchase treasury stock                                                                             (686,925)   (686,925)
                                -------   ---------- ----------   -------  ---------  ---------  -----------  ----------
Balance, March 31, 2002         $72,600  $6,687,673  $3,360,137  $163,356  $(329,120) $(165,727) $(2,418,124) $7,370,795
                                =======   ========== ==========   =======  =========  =========  ===========  ==========


                                                                                                    March 31,
Components of comprehensive income:                                                                   2002
                                                                                                  -----------
Change in net unrealized gain on
    investment securities held for sale                                                          $       132
Realized loss included in net income,
    net of tax benefit of $1,600                                                                       3,105
                                                                                                 -----------
Total                                                                                            $     3,237
                                                                                                 ===========

</TABLE>


See accompanying notes to the unaudited consolidated financial statements.


                                       5

<PAGE>
                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
                                                              Three Months Ended March 31,
                                                                  2002            2001
                                                              ------------    ------------
<S>                                                        <C>             <C>

OPERATING ACTIVITIES
Net income                                                    $    22,613     $    16,257
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
     Provision for loan losses                                      5,000          3,000
     Depreciation and amortization                                 46,900         47,891
     Investment securities losses, net                              4,705              -
     Decrease (increase) in accrued interest receivable           (44,963)        35,609
     Other, net                                                   222,138        (83,626)
                                                              -----------     ----------
     Net cash provided by operating activities                    256,393         19,131
                                                              -----------     ----------
INVESTING ACTIVITIES
Increase in certificates of deposits                              (96,000)      (167,000)
Investment securities available for sale:
     Purchases                                                    (28,464)       (20,528)
     Maturities and repayments                                          -        500,000
     Proceeds from sales                                          232,807              -
Investment securities held to maturity:
     Maturities and repayments                                    221,904      1,000,209
Mortgage-backed securities available
   for sale:
     Maturities and repayments                                    390,454        263,413
Mortgage-backed securities held to
   maturity:
     Purchases                                                   (276,471)    (2,512,813)
     Maturities and repayments                                  1,233,925        480,866
Net (increase) decrease in loans receivable                    (1,425,123)        64,705
Purchase of premises and equipment                                   (386)             -
                                                              -----------     ----------
     Net cash provided by (used for) investing activities         252,646       (391,148)
                                                              -----------     ----------

FINANCING ACTIVITIES
Net increase (decrease) in deposits                            (1,812,372)     3,424,519
Net increase (decrease) in advances by borrowers
   for taxes and insurance                                         39,958        (33,447)
Purchase of treasury stock                                       (686,925)      (448,912)
Cash dividends paid                                              (209,814)             -
                                                              -----------     ----------
     Net cash provided by (used for) financing activities      (2,669,153)     2,942,160
                                                              -----------     ----------
     Increase (decrease) in cash and cash  equivalents         (2,160,114)     2,570,143

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                       6,909,151      3,487,945
                                                              -----------     ----------
CASH AND CASH EQUIVALENTS
        AT END OF PERIOD                                      $ 4,749,037     $6,058,088
                                                              ===========     ==========
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for
     Interest on deposits and
        borrowings                                            $   362,171     $  474,477
     Income taxes                                                     750         29,600


</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

                                       6

<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 three  months  ended March 31, 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.


                                       7


<PAGE>

                                                 Three Months Ended
                                                     March 31,
                                               -----------------------
                                                  2002         2001
                                               ----------  -----------

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

Average treasury stock shares                   (214,137)    (115,778)

Average unearned ESOP and RSP shares             (48,364)     (58,844)
                                               ---------     --------

Weighted-average common shares and
  common stock equivalents used to
  calculate basic earnings per share              463,504     551,383

Additional common stock equivalents
  (nonvested RSP) used to calculate
  diluted earnings per share                        3,094           -

Additional common stock equivalents
  (stock options) used to calculate
  diluted earnings per share                       17,495           -
                                                ---------    --------
Weighted-average common shares and
  common stock equivalents used
  to calculate diluted earnings per share         484,093     551,383
                                                =========    ========


NOTE 3 - COMPREHENSIVE INCOME

The components of comprehensive  income consist  exclusively of unrealized gains
and losses on available  for sale  securities.  For the three months ended March
31,  2002,  this  activity is shown under the  heading  Comprehensive  Income as
presented in the Consolidated  Statement of Changes in Stockholders' Equity. For
the three months ended March 31, 2001, comprehensive income totaled $135,941.


                                       8

<PAGE>


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


COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2002 AND DECEMBER 31, 2001

At March 31,  2002,  consolidated  assets  totaled  $53,352,000,  a decrease  of
$2,598,000 or 4.6% from $55,950,000 at December 31, 2001. Additionally, at March
31, 2002,  liabilities totaled $45,981,000,  a decrease of $1,764,000,  or 3.7%,
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  $2,160,000  and  $1,773,000,   respectively,  were  utilized  to
originate  loans  of  $1,420,000,   as  well  as  meet  deposit  withdrawals  of
$1,812,000.

Investment and mortgage-backed  securities totaled $23,404,000 at March 31, 2002
and  represented  a slight  decrease  from  $25,176,000  at December  31,  2001.
Management has implemented a passive investment  strategy in lieu of the current
interest rate environment.  As such,  investment activity has primarily resulted
in the  repayment  and maturity of  investment  and  mortgage-backed  securities
during the current period.

Net loans  receivable  at March 31,  2002  increased  6.7% to  $22,505,000  from
$21,085,000  at December 31, 2001.  Such  increases  were  concentrated  in real
estate mortgages and were the result of management's  pursuit and development of
quality  loan  growth.  As  of  March  31,  2002,  the  Company  has  additional
commitments to fund loans of $749,000.

Deposits at March 31, 2002 decreased to $42,398,000 from $44,210,000 at December
31, 2001, and resulted  primarily from a decrease in  certificates of deposit of
$2,774,000  or 11.6%.  Management  attributes  the decrease in  certificates  of
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 $7,371,000 at March 31, 2002 from $8,205,000
at  December  31,  2001.  The  decrease in  stockholders'  equity was due to the
repurchase of 35,000 shares of the Company's stock during the period for a total
amount of $687,000,  coupled with a cash dividend of $210,000.  Offsetting  this
decrease was net income of $23,000 and the  amortization  of ESOP and RSP shares
totaling $37,000.

                                       9


<PAGE>




COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE THREE  MONTHS ENDED MARCH 31,
2002 AND MARCH 31, 2001

Net income for the three months ended March 31, 2002 of $23,000  increased  from
$16,000 for the same period  ended 2001.  Basic and diluted  earnings  per share
rose to $.05 per share for 2002 from $.03 per share in 2001.

Net  interest  income for the three  months  ended March 31, 2002 was  $435,000,
compared to $396,000 for the same period ended 2001.  Interest  income  declined
$104,000 and resulted from decreases in interest earned on  mortgage-backed  and
investment  securities and interest-bearing  deposits in other banks of $55,000,
$38,000,  and  $48,000,  respectively,  while  offset by an increase in interest
earned on loans receivable of $39,000.  Interest income fluctuations were driven
by  reductions  in both volume and rate  during  2002 as  compared to 2001.  The
average balances of  mortgage-backed  and investment  securities  decreased $1.8
million and $1.3 million,  respectively,  while the tax equivalent yield on such
products decreased approximately 70 basis points. This resulted in a decrease in
the tax  equivalent  yield on  interest  earning  assets  to 6.18% for the three
months  ended  March 31,  2002 from  6.97%  for the same 2001  period.  Somewhat
offsetting  these  reductions in interest income was an increase of $2.9 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  $143,000 or 28.4% to $360,000 for 2002, as compared
to $503,000 for 2001.  The cost of funds  declined to 3.42% for the three months
ended  March 31,  2002 from  4.87% 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.

Noninterest  income decreased $10,000 for the three months ended March 31, 2002,
as compared to the same period ended 2001. This decrease resulted primarily from
a loss on  investment  securities  in 2002  coupled  with  nominal  decreases in
numerous other income accounts.

Total  noninterest  expenses  increased $25,000 for the three months ended March
31, 2002, as compared to the same period ended 2001.  Compensation  and employee
benefits  increased as a result of normal merit  raises  coupled with  increased
benefit  costs  associated  with  supplemental  retirement  expenses  for senior
management.  Additionally,  other  expenses  increased  primarily due to smaller
dollar  increases in numerous other expense  accounts that result from increased
transaction  activity from  operating a larger  organization.  Offsetting  these
increases somewhat was a decline in occupancy and


                                       10

<PAGE>

equipment  expenses that resulted from fluctuations in depreciation  expense and
the amount of property repairs for the 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 March 31, 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 32.5%,  31.4%, 13.6% and 33.3%, 32.1%,
13.8%, respectively at March 31, 2002.



                                       11


<PAGE>


RISK ELEMENT

The table below presents information  concerning  nonperforming assets including
nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real
estate loans,  and repossessed  assets. A loan is classified as nonaccrual when,
in the opinion of management,  there are serious doubts about  collectibility of
interest  and  principal.  At the time the accrual of interest is  discontinued,
future income is recognized only when cash is received.  Renegotiated  loans are
those  loans  which  terms  have been  renegotiated  to provide a  reduction  or
deferral  of  principal  or  interest  as a result of the  deterioration  of the
borrower.

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

Loans on nonaccrual basis                               $ 407         $ 453
Loans past due 90 days or more and still accruing          98            99
                                                        -----         -----

Total nonperforming loans                                 505           552
                                                        -----         -----

Nonperforming loans as a percent of total loans          2.08%         2.90%
                                                        =====         =====

Nonperforming assets as a percent of total assets         .95%         1.05%
                                                        =====         =====

Allowance for loan losses to nonperforming loans        36.92%        33.15%
                                                        =====         =====


At March 31, 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,  $77,000 of the  allowance for loan
losses  at March 31,  2002,  has been  allocated  for  these  loans.  Management
believes the underlying collateral,  supporting these loans,  adequately secures
the Company.

                                       12


<PAGE>



RISK ELEMENT (Continued)

During the three month period ended March 31, 2002,  loans increased  $1,424,000
while  nonperforming  loans  decreased  $47,000.  The  allowance for loan losses
increased  $3,000  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.

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.


                                       13


<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:

            (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      Review Report of Independent Accountants

            (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.


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


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




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