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, 1998

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


                      For the transition period from         to 
                                                     -------    -------  
                         Commission File Number 0-23765
                         ------------------------------

                              SFSB HOLDING COMPANY
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                 23 - 2934332
---------------------------------------------   --------------------------------
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
 or organization)

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

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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes   X   No 
                                                              -----    -----
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

      Class:  Common Stock, par value $.10 per share
      Outstanding at August 4, 1998:  726,005




<PAGE>


                              SFSB HOLDING COMPANY

                                      INDEX

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                    Number
                                                                                ---------------


PART I  -  FINANCIAL INFORMATION
<S>                <C>                                                          <C>
       Item 1.       Financial Statements

                     Consolidated Balance Sheet (Unaudited) as of                     
                         June 30, 1998 and December 31, 1997                          3 

                     Consolidated Statement of Income (Unaudited)
                         for the Six Months ended June 30, 1998 and 1997              4

                     Consolidated Statement of Income (Unaudited)
                         for the Three Months ended June 30, 1998 and 1997            5

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

                     Consolidated Statement of Cash Flows (Unaudited)
                         for the Six Months ended June 30, 1998 and 1997              7
 
                     Notes to Unaudited Consolidated Financial Statements           8 - 9

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


                                                                                     June 30,           December 31,
                                                                                       1998                 1997
                                                                                 ---------------      ---------------


<S>                                                                           <C>                  <C>      
ASSETS
Cash and due from banks                                                        $        385,244     $        766,882
Interest-bearing overnight deposits with other banks                                  7,711,360            4,280,020
                                                                                 ---------------      ---------------

       Cash and cash equivalents                                                      8,096,604            5,046,902

Certificates of deposits with other banks                                             3,629,023            3,036,715
Investment securities available for sale                                              1,636,789            1,532,656
Investment securities held to maturity  (market
       value of $5,656,855 and $4,502,468)                                            5,597,592            4,541,478
Mortgage-backed securities available for sale                                         2,925,126            1,378,503
Mortgage-backed securities held to maturity (market
       value of $9,707,160 and $9,649,748)                                            9,569,239            9,527,074
Loans receivable (net of allowance for loan losses of
       $117,193  and $109,951)                                                       13,537,910           12,292,157
Accrued interest receivable                                                             315,329              267,171
Premises and equipment                                                                1,602,646            1,662,909
Federal Home Loan Bank stock                                                            218,100              171,700
Other assets                                                                            181,721              322,763
                                                                                 ---------------      ---------------

       TOTAL ASSETS                                                            $     47,310,079     $     39,780,028
                                                                                 ===============      ===============


LIABILITIES
Deposits                                                                       $     36,899,622     $     35,804,473
Advances by borrowers for taxes and insurance                                           122,496              110,211
Accrued interest payable and other liabilities                                          450,510              415,573
                                                                                 ---------------      ---------------
       TOTAL LIABILITIES                                                             37,472,628           36,330,257
                                                                                 ---------------      ---------------

Commitments and contingencies

STOCKHOLDER'S EQUITY
Perferred stock no par value, 1,000,000 shares authorized, none issued                        -                    -
Common stock, $.10 par value, 4,000,000 shares authorized; 726,005 and
       0 shares issued and outstanding                                                   72,600                    -
Additional paid in capital                                                            6,775,575                    -
Retained earnings-substantially restricted                                            3,039,947            3,011,068
Unrealized gain on securities available for sale, net of taxes                          501,089              438,703
Unearned ESOP shares (55,176 and 0 shares)                                             (551,760)                   -
                                                                                 ---------------      ---------------
       TOTAL STOCKHOLDERS' EQUITY                                                     9,837,451            3,449,771
                                                                                 ---------------      ---------------

       TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                                               $     47,310,079     $     39,780,028
                                                                                 ===============      ===============
</TABLE>




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

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME


<TABLE>
<CAPTION>

                                                                                      Six Months Ended June 30,
                                                                                      1998                 1997
                                                                                 ---------------      ---------------

<S>                                                                           <C>                  <C>      
INTEREST AND DIVIDEND INCOME
Loans receivable                                                               $        526,097     $        453,522
Interest-bearing deposits with other banks                                              333,876              174,808
Investment securities
       Taxable                                                                          149,576              165,567
       Exempt from federal income tax                                                    41,088               39,637
Mortgage-backed securities                                                              375,447              262,901
                                                                                 ---------------      ---------------
       Total interest and dividend
          income                                                                      1,426,084            1,096,435
                                                                                 ---------------      ---------------

INTEREST EXPENSE
Deposits                                                                                762,518              694,490
                                                                                 ---------------      ---------------
       Total interest expense                                                           762,518              694,490
                                                                                 ---------------      ---------------

NET INTEREST INCOME                                                                     663,566              401,945

Provision for loan losses                                                                10,748               14,809
                                                                                 ---------------      ---------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                            652,818              387,136
                                                                                 ---------------      ---------------

NONINTEREST INCOME
Service fees                                                                             48,811               24,353
Other income                                                                              7,388                4,489
                                                                                 ---------------      ---------------
       Total noninterest income                                                          56,199               28,842
                                                                                 ---------------      ---------------

NONINTEREST EXPENSE
Compensation and employee benefits                                                      325,839              308,288
Occupancy and equipment                                                                 113,126              108,166
Federal insurance premium                                                                10,852               23,312
Data processing                                                                          98,301               57,914
Professional fees                                                                        48,190                9,500
Other operating expenses                                                                 83,830               93,412
                                                                                 ---------------      ---------------
       Total noninterest expense                                                        680,138              600,592
                                                                                 ---------------      ---------------

Income (loss) before income taxes                                                        28,879             (184,614)
Income taxes                                                                                  -                    -
                                                                                 ---------------      ---------------


NET INCOME (LOSS)                                                              $         28,879     $       (184,614)
                                                                                 ===============      ===============

Earnings per share (since inception February 26, 1998)                         $           0.04     $      N/A
                                                                                 ===============      ===============
</TABLE>

See accompanying notes to the consolidated financial statements.

<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME


<TABLE>
<CAPTION>

                                                                                     Three Months Ended June 30,
                                                                                      1998                 1997
                                                                                 ---------------      ---------------

<S>                                                                           <C>                  <C>    
INTEREST AND DIVIDEND INCOME
Loans receivable                                                               $        274,417     $        231,441
Interest-bearing deposits with other banks                                              177,547               87,686
Investment securities
       Taxable                                                                           81,190               81,500
       Exempt from federal income tax                                                    21,256               20,788
Mortgage-backed securities                                                              195,167              143,067
                                                                                 ---------------      ---------------
       Total interest and dividend
          income                                                                        749,577              564,482
                                                                                 ---------------      ---------------

INTEREST EXPENSE
Deposits                                                                                382,987              357,013
                                                                                 ---------------      ---------------
       Total interest expense                                                           382,987              357,013
                                                                                 ---------------      ---------------

NET INTEREST INCOME                                                                     366,590              207,469

Provision for loan losses                                                                 4,000                7,952
                                                                                 ---------------      ---------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                            362,590              199,517
                                                                                 ---------------      ---------------

NONINTEREST INCOME
Service fees                                                                             25,337               14,471
Other income                                                                              3,197                1,239
                                                                                 ---------------      ---------------
       Total noninterest income                                                          28,534               15,710
                                                                                 ---------------      ---------------

NONINTEREST EXPENSE
Compensation and employee benefits                                                      170,623              186,592
Occupancy and equipment                                                                  56,715               52,854
Federal insurance premium                                                                 5,426                6,293
Data processing                                                                          53,798               35,064
Professional fees                                                                        35,915                5,000
Other operating expenses                                                                 28,850               41,273
                                                                                 ---------------      ---------------
       Total noninterest expense                                                        351,327              327,076
                                                                                 ---------------      ---------------

Income (loss) before income taxes                                                        39,797             (111,849)
Income taxes                                                                                  -                    -
                                                                                 ---------------      ---------------


NET INCOME (LOSS)                                                              $         39,797     $       (111,849)
                                                                                 ===============      ===============

Earnings per share                                                             $           0.06     $      N/A
                                                                                 ===============      ===============
</TABLE>

See accompanying notes to the consolidated financial statements.

<PAGE>

                              SFSB HOLDING COMPANY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                                                       Unallocated
                                           Additional                    Unrealized      Shares            Total     
                              Common         Paid-in       Retained       Gain On        Held by       Stockholders'  Comprehensive
                               Stock         Capital       Earnings      Securities       ESOP            Equity         Income
                             ------------  -------------  ------------  -------------  --------------  -------------- --------------
<S>                        <C>           <C>            <C>           <C>            <C>             <C>             <C> 
Balance, December 31, 1997  $           - $            - $   3,011,068 $      438,703 $            -  $     3,449,771 $

Net income                                                      28,879                                         28,879      28,879
Other comprehensive income:
  Unrealized gain 
    on available for
    sale securities                                                            62,386                          62,386      62,386
                                                                                                                       -----------
Comprehensive income                                                                                                  $    91,265
                                                                                                                       ===========

Common stock issued                72,600      6,762,326                                    (580,800)       6,254,126
ESOP shares released                              13,249                                      29,040           42,289
                             ------------  -------------  ------------  -------------  --------------  --------------

Balance, June 30, 1998      $      72,600 $    6,775,575 $   3,039,947 $      501,089 $     (551,760) $     9,837,451
                             ============  =============  ============  =============  ==============  ==============

</TABLE>

See accompanying notes to the consolidated financial statements.

<PAGE>

                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                      Six Months Ended June 30,
                                                                                      1998                 1997
                                                                                 ---------------      ---------------

<S>                                                                           <C>                 <C>      
OPERATING ACTIVITIES
Net income (loss)                                                              $         28,879     $       (184,614)
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
       Provision for loan losses                                                         10,748               14,809
       Depreciation and amortization                                                    104,239               60,750
       Increase in accrued interest receivable                                          (48,158)             (58,334)
       Other, net                                                                       146,212               56,819
                                                                                 ---------------      ---------------
       Net cash provided by (used for)
          operating activities                                                          241,920             (110,570)
                                                                                 ---------------      ---------------

INVESTING ACTIVITIES
Increase in certificates of deposits                                                   (592,309)             (96,103)
Investment securities available for sale:
       Purchases                                                                        (16,177)             (16,105)
       Maturities and repayments                                                          1,582                1,695
Investment securities held to maturity:
       Purchases                                                                     (1,575,000)          (2,347,004)
       Maturities and repayments                                                        520,256              620,435
Mortgage-backed securities available for sale:
       Purchases                                                                     (1,843,594)                   -
       Maturities and repayments                                                        296,990                  356
Mortgage-backed securities held to maturity:
       Purchases                                                                     (1,367,541)          (2,105,796)
       Maturities and repayments                                                      1,326,603              869,747
Net increase in loans receivable                                                     (1,256,501)            (399,137)
Purchase of Federal Home Loan Bank Stock                                                (46,400)              (9,900)
Purchase of premises and equipment, net                                                  (1,687)             (33,535)
                                                                                 ---------------      ---------------

       Net cash used for investing activities                                        (4,553,778)          (3,515,347)
                                                                                 ---------------      ---------------

FINANCING ACTIVITIES
Net increase in deposits                                                              1,095,149            3,024,862
Proceeds from the sale of common stock                                                6,254,126                    -
Net decrease in advances by borrowers
   for taxes and insurance                                                               12,285                2,012
                                                                                 ---------------      ---------------
       Net cash provided by
          financing activities                                                        7,361,560            3,026,874
                                                                                 ---------------      ---------------

       Increase (decrease) in cash and cash
          equivalents                                                                 3,049,702             (599,043)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                                             5,046,902            4,378,710
                                                                                 ---------------      ---------------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                                                            $      8,096,604     $      3,779,667
                                                                                 ===============      ===============

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
       Interest on deposits and
          borrowings                                                           $        772,928     $        693,879
       Income taxes                                                                           -                    -

</TABLE>

See accompanying notes to the consolidated financial statements.

<PAGE>


                              SFSB HOLDING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

     The  consolidated   financial  statements  of  SFSB  Holding  Company  (the
     "Company")  includes its  wholly-owned  subsidiary  Stanton Federal Savings
     Bank (the "Bank"). All significant intercompany items have been eliminated.

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with the instructions to Form 10-QSB and, therefore,
     do not  necessarily  include  all  information  that would be  included  in
     audited  financial  statements.  The  information  furnished  reflects  all
     adjustments  which are, in the opinion of management,  necessary for a fair
     statement  of the  results of  operations.  All such  adjustments  are of a
     normal recurring nature.  The results of operations for the interim periods
     are not  necessarily  indicative of the results to be expected for the full
     year or any other interim period.

Note 2 - CONVERSION TO A STOCK FORM OF OWNERSHIP AND FORMATION OF HOLDING
              COMPANY

     On  September  30, 1997,  the Board of  Directors  of the Bank,  subject to
     regulatory approval and approval by the members of the Bank, adopted a Plan
     of  Conversion  (the "Plan") to convert from a federally  chartered  mutual
     savings bank to a federally chartered stock savings bank and the concurrent
     formation of a holding company.

     As part of the conversion,  SFSB Holding Company was organized in September
     1997 at the direction of the Board of Directors of the Bank for the purpose
     of  acquiring  all of the  capital  stock to be  issued  by the Bank in the
     conversion.  The Company became a holding company with its only significant
     assets being all of the  outstanding  capital stock of the Bank,  which was
     acquired on February 26, 1998 by exchanging  approximately  $3.5 million of
     the proceeds received in the public offering for all of the common stock of
     the Bank,  and a  percentage  of the  conversion  proceeds  permitted to be
     retained.  From the proceeds of the Conversion,  approximately  $73,000 was
     allocated  to common  stock  and $6.8  million,  which is net of  |$423,000
     conversion costs, was allocated to additional paid-in capital.

Note 3 - COMPREHENSIVE INCOME

     Effective  January 1, 1998,  the Bank  adopted the  Statement  of Financial
     Accounting Standards No. 130, "Reporting Comprehensive Income." In adopting
     Statement No. 130, the Bank is required to present comprehensive income and
     its components in a full set of general purpose financial  statements.  The
     Bank has elected to report the effects of Statement  No. 130 as part of the
     Statement of Changes in Stockholders' Equity.

<PAGE>

Note 4 - EARNINGS PER SHARE

     Earnings  per share  computations  are based  upon the  weighted  number of
     shares  outstanding for the period since inception,  February 26, 1998, and
     for the three months ended June 30,  1998,  of 669,619 and 670,588  shares,
     respectively.  Net income used in the  earnings per share  calculation  was
     $28,879 and $39,797, respectively.

     In February 1997, the Financial  Accounting Standards Board ("FASB") issued
     Statement of Financial  Accounting Standards No. 128, "Earnings Per Share."
     Statement No. 128 replaced the previous  reporting  requirement  of primary
     and fully  diluted  earnings per share with basic and diluted  earnings per
     share.  The  Company  currently   maintains  a  simple  capital  structure,
     therefore, there are no dilutive effects on earnings per share.

Note 5 - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

     The  Company  has an  ESOP  for the  benefit  of  employees  who  meet  the
     eligibility requirements which include having completed one year of service
     with the  Company  and having  attained  age 21.  The ESOP Trust  purchased
     58,080 shares of common stock in the initial public  offering with proceeds
     from a loan from the Company. The Bank makes cash contributions to the ESOP
     on an annual basis  sufficient to enable the ESOP to make the required loan
     payments to the  Company.  The loan bears  interest at 8.50% with  interest
     payable quarterly and principal  payable in equal annual  installments over
     ten years. The loan is secured by the shares of the stock purchased.

     As the debt is repaid, shares are released from collateral and allocated to
     qualified  employees  based on the  proportion  of debt service paid in the
     year.  The Company  accounts  for its  leveraged  ESOP in  accordance  with
     Statement of Position 93 -6. Accordingly,  the shares pledged as collateral
     are reported as unallocated ESOP shares in the consolidated  balance sheet.
     As shares are released from  collateral,  the Company reports  compensation
     expense  equal to the current  market  price of the shares,  and the shares
     become  outstanding  for  earnings  per share  computations.  Dividends  on
     allocated  ESOP shares are  recorded as a reduction  of retained  earnings;
     dividends on unallocated ESOP shares are recorded as a reduction of debt.


<PAGE>


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


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1998 AND DECEMBER 31, 1997

Total assets  increased by  approximately  $7.5 million to $47.3 million at June
30, 1998 from $39.8 million at December 31, 1997.  The $6.3 million  received in
the sale of common stock in February primarily funded the increase.

Interest-bearing  overnight deposits with other banks increased  $3,431,000 from
$4,280,000 at December 31, 1997 to $7,711,000 at June 30, 1998.  Management  has
opted to  deposit a portion  of the  proceeds  received  from the sale of common
stock in overnight  funds until a more desired  investment  environment  becomes
available.

Total  investment  securities  increased  $1,340,000 or 22.7% from $5,894,000 at
December 31, 1997 to  $7,234,000  at June 30, 1998.  This  increase most notably
affected the  expansion of U.S.  Agency held to maturity  type  securities  with
maturities ranging from five to seven years.

Total mortgage-backed  securities increased $1,589,000 or 14.6% from $10,906,000
at  December  31,  1997 to  $12,494,000  at June  30,  1998.  Of this  increase,
approximately  $1,547,000 was directed  towards the available for sale portfolio
so as to afford  management the  flexibility  to readily seek more  advantageous
investment  opportunities  as markets  change.  Mortgage-backed  securities  are
typically  being used to supplement  the loan portfolio in periods of inadequate
demand.  Principal repayments from mortgage-backed  securities are being used to
fund loans and to meet operating expenses.

Net loan receivables  increased $1,246,000 or 10.1% from $12,292,000 at December
31, 1997 to  $13,538,000  at June 30, 1998.  Home equity loans continue to incur
the  largest  increases  as a result of the demand for this loan  product at the
Shaler Township office.  Such increases  primarily reflected the economic health
of the  Bank's  market  area and the  competitive  pricing  of the  Bank's  loan
product.  The  funding of the loan  growth was mainly  provided  by the usage of
funds from  overnight  deposits and principal  repayments  from  mortgage-backed
securities.

Deposits  increased  $1,095,000  or 3.1% to  $36,900,000  at June 30,  1998 from
$35,804,000  at December  31,  1997.  Of this  amount,  Now  accounts  increased
approximately $858,000 due to volume related at the Shaler branch.

Stockholder's  equity increased by $6.4 million to $9.8 million at June 30, 1998
from $3.5  million at December  31, 1997  primarily  as a result of the proceeds
received in the initial public offering.

COMPARISON OF THE RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 1998
AND 1997

Our net income  increased  $213,000 to $29,000 for the six months ended June 30,
1998 from a net loss of $185,000 for the same period  ended June 30, 1997.  This
increase  was  due to an  increase  in  net  interest  income  of  $262,000  and
noninterest  income of $27,000 offset by an increase in  noninterest  expense of
$80,000.
<PAGE>

Net interest income increased to $664,000 for the six months ended June 30, 1998
compared to $402,000 for the same period ended June 30, 1997.  The  increases in
interest  income were  primarily  due to an  increase  in the average  principal
balances  of  interest-bearing  deposits  with  other  banks  of  $5.1  million,
mortgage-backed  securities  of $3.5 million,  and loans of $2.3 million.  These
increases, as discussed previously,  were funded by proceeds from the opening of
the Shaler  Township office coupled with the proceeds from the stock offering in
February 1998.  Mitigating the effect of these  volume-related  increases was an
overall  decline on the yield of  interest-earning  assets from 6.9% for 1997 to
6.8% for 1998. The decrease on the yield for interest-earning assets consists of
a decline of 36 basis  points for loans  resulting  from a  competitive  pricing
strategy and is offset by smaller increases for other  interest-earning  assets,
investments, and mortgage-backed securities.

Interest expense on deposits increased $68,000 or 9.8% from $694,000 for the six
months  ended June 30, 1997 to $763,000 for the same period ended June 30, 1998.
The  increase  was  primarily  due to an  increase  in  the  average  volume  of
certificates  of  deposit of $2.5  million  and  savings  deposits  of  $777,000
resulting  from  the  opening  of the new  Shaler  branch.  The cost of funds on
interest-bearing  liabilities  declined  slightly from 4.5% for 1997 to 4.4% for
1998 and thus had minimal impact on the overall increase in interest expense.

Noninterest income, which is comprised principally of service charges on deposit
accounts,  increased  $24,000 or 100.4% to $49,000 for 1998  compared to $24,000
for 1997.  This increase was almost  entirely  comprised of increased  levels of
service  charges on deposit  accounts.  Since the opening of the Shaler Township
office,  service  fees  increased  due to a higher  fee  structure  and a larger
deposit base.

Noninterest  expense  increased  $80,000 or 13.2% to $680,000 for the six months
ended 1998 from  $601,000 for the same period  ended 1997.  The increase was the
result of operating a larger  organization  including  the opening of the Shaler
Township office. Compensation and benefits increased $18,000 or 5.7% to $326,000
for 1998 from $308,000 for 1997, due to increased benefits costs associated with
supplemental  retirement  expenses for senior  management and the Employee Stock
Ownership Plan  implemented as a result of the Stock  Offering.  Data processing
expenses  increased  $40,000 or 69.7% to $98,000 for 1998 from $58,000 for 1997.
This increase is directly  affected by the increase in volume of processing  and
number of accounts since the opening of the Shaler Township office. Professional
fees  increased  $39,000 due to the outside  assistance  in  complying  with the
increased  levels of regulatory  compliance of a public  reporting  company.  In
additon,  federal  deposit  insurance  premiums  and  other  expenses  decreased
slightly  due to  reduced  insurance  premiums  resulting  from the  prior  year
recapitalization  of the  Savings  Association  Insurance  Fund  and  additional
expenses incurred with the opening of the Shaler branch, respectively.




<PAGE>






COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998
AND 1997

Net income  for the three  months  ended June 30,  1998  increased  $152,000  to
$40,000  from a net loss of $112,000  for the same period  ended June 30,  1997.
This growth  stemmed  from an increase in net  interest  income of $159,000  and
offset somewhat by a $24,000 increase in noninterest expense.

Net interest income  increased from $207,000 for the three months ended June 30,
1997 to $367,000  for the same  period  ended 1998.  The  average  balances  for
interest-earnings  assets  rose  $11.4  million  during  this  period  as  other
interest-earning  assets,  mortgage-backed  securities and loans  increased $5.8
million,  $3.7  million,  and $2.6  million,  respectively,  due to  funds  from
proceeds  from the  opening  of the  Shaler  Township  office  coupled  with the
proceeds from the stock offering in February 1998. Furthermore, a decrease of 22
basis  points  on the  yield  for  certificates  of  deposit  resulted  from the
competitiveness  of the bank's rate  environment.  These  increases  to interest
income were curtailed by a decline on the yield for  mortgage-backed  securities
and  loans  of  45  and  23  basis   points,   respectively.   The  purchase  of
mortgage-backed  securities at rates below historical levels and the competitive
loan   environment  has  resulted  in  declines  in  yields  to  the  respective
portfolios.

These  increases  were  primarily  due to an increase  in the average  principal
balances  of  interest-earning  assets  of  $12.2  million  and a  corresponding
decrease in the average principal  balances of  interest-bearing  liabilities of
$1.2 million  resulting  from proceeds  from the opening of the Shaler  Township
office coupled with the proceeds from the stock offering in February 1998.

Noninterest  income increased $13,000 or 81.6% from $16,000 for the three months
ended June 30, 1997 to $29,000 for the same period ended 1998 due to an increase
in service charges resulting form higher fees and a larger deposit base.

Noninterest expense increased $24,000 or 7.4% from $327,000 for the three months
ended June 30, 1997 to  $351,000  for the same period  ended June 30,  1998.  As
previously noted, the increases result from operating a larger organization, the
volume of  processing  and number of  accounts  since the  opening of the Shaler
Township office,  and professional  fees due to outside  assistance in complying
with increased levels of regulatory  compliance of a publicly  reported company.
These were offset slightly by a decline in compensation  and benefits from prior
year accruals for bonuses, as well as smaller dollar decreases in other expenses
from costs associated with the new Shaler branch.

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.


<PAGE>

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, 1998, 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 59.4%,  58.7%, 21.0% and 42.2%, 41.5%,
14.9%, respectively at June 30, 1998.

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.
<TABLE>
<CAPTION>

                                                             June 30,    December 31,
                                                               1998         1997
                                                            ---------    ---------
                                                             (Dollars in thousands)

<S>                                                      <C>            <C>   
Loans on nonaccrual basis                                  $      79     $       93
Loans past due 90 days or more and still accruing                 84            155
                                                            ---------     ---------

Total nonperforming loans                                        163            248
                                                            ---------     ---------

Nonperforming loans as a percent of total loans                 1.19%          2.00%
                                                            =========     =========

Nonperforming assets as a percent of total assets                .34%          0.62%
                                                            ========      =========

Allowance for loan losses to nonperforming loans               71.78%         44.35%
                                                            ========      =========
</TABLE>

At June 30, 1998 and December 31, 1997, no real estate or other assets were held
as foreclosed or repossessed property.


<PAGE>

Management  monitors  impaired loans on a continual  basis. As of June 30, 1998,
impaired  loans had no material  effect on the Company's  financial  position or
results of operations.

During the six month period ended June 30, 1998, loans increased  $1,253,000 and
nonperforming  loans  decreased  $85,000  while the  allowance  for loan  losses
increased  $7,000 for the same period.  The  percentage  of  allowance  for loan
losses to loans outstanding remained relatively stable at .86% for June 30, 1998
and .89% December 31, 1997.  Nonperforming loans are primarily made up of one to
four family  residential  mortgages.  The collateral  requirements on such loans
reduce  the risk of  potential  losses to an  acceptable  level in  management's
opinion.

Management  believes the level of the allowance for loan losses at June 30, 1998
is sufficient; however, there can be no assurance that the current allowance for
loan losses will be adequate to absorb all future loan losses.  The relationship
between the allowance for loan losses and outstanding loans is a function of the
credit  quality and known risk  attributed to the loan  portfolio.  The on-going
loan  review  program  and  credit  approval  process is used to  determine  the
adequacy of the allowance for loan losses.

YEAR 2000

A great deal of information has been disseminated about the global computer year
2000. Many computer  programs that can only  distinguish the final two digits of
the year entered (a common  programming  practice in earlier years) are expected
to read entries for the year 2000 as the year 1900 and compute payment, interest
or  delinquency  based on the wrong date or are expected to be unable to compute
payment,  interest  or  delinquency.  Rapid  and  accurate  data  processing  is
essential to our Bank's  operation.  Data  processing is also  essential to most
other financial  institutions and many other  companies.  A national third party
service  bureau  provides  all of our  material  data  processing  that could be
affected  by  this  problem.  Our  service  bureau  has  advised  us  that it is
substantially  compliant and it expects to resolve this potential problem before
the year  2000.  However,  if our  service  bureau  is unable  to  resolve  this
potential  problem  in  time,  we  would  likely  experience   significant  data
processing  delays,  mistakes or failures.  These  delays,  mistakes or failures
could have a  significant  adverse  impact on our  financial  condition  and our
results of  operation.  In order to  determine  the service  bureau is year 2000
compliant,  management  is in the process of  developing  a test plan,  which it
intends to implement during the second half of 1998. Management expects to incur
additional  operating  expenses  during  1998 and  1999,  relating  to  updating
equipment and software, as well as, designing and performing tests of the Bank's
computer  systems.  Management  has  determined  the  total  costs  that will be
incurred to become year 2000 compliant are not material to the Company.


<PAGE>


                              SFSB HOLDING COMPANY
                           PART II - OTHER INFORMATION


   ITEM  1.  Legal Proceedings

             None

   ITEM  2.  Changes in Securities

             None

   ITEM  3.  Defaults upon Senior Securities

             None

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

             None

   ITEM  5.  Other Information

             None

   ITEM  6.  Exhibits and Reports on Form 8-K

     (a)  The  following  exhibits are  included in this Report or  incorporated
          herein by reference:

          3(i)     Articles of Incorporation of SFSB Holding Company*

          3(ii)    Bylaws of SFSB Holding Company*

          10.1     Directors Consultant and Retirement Plan*

          10.2     Supplemental Executive Retirement Plan for Barbara J. Mallen*

          10.3     Employment Agreement with Barbara J. Mallen*

          21       Subsidiaries of Registrant**

          27       Financial Data Schedule (in electronic filing only)

     (b)  No  reports  on Form 8-K were  filed  during  the last  quarter of the
          period covered by this report.

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

*Incorporated   by  reference  to  an  identically   numbered   exhibit  to  the
registration  statement on Form SB-2 (File No.  333-40955) filed with the SEC on
November 25, 1997 and subsequently amended on December 22, 1997.

**Incorporated  by reference to the Form 10KSB (File No. 0-23765) filed on April
15, 1998.