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, 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 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 May 3, 2001: 579,305


<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
                            March 31, 2001 and December 31, 2000

                        Consolidated Statement of Income (Unaudited)
                            for the Three Months ended March 31, 2001 and 2000                                    4

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

                        Consolidated Statement of Cash Flows (Unaudited)
                            for the Three Months ended March 31, 2001 and 2000                                    6

                        Notes to Unaudited Consolidated Financial Statements                                      7

      Item 2.       Management's Discussion and Analysis of
                            Financial Condition and Results of Operations                                       8 - 11

PART II  -  OTHER INFORMATION

      Item 1.       Legal Proceedings                                                                             12

      Item 2.       Changes in Securities                                                                         12

      Item 3.       Default Upon Senior Securities                                                                12

      Item 4.       Submissions of Matters to a Vote of Security Holders                                          12

      Item 5.       Other Information                                                                             12

      Item 6.       Exhibits and Reports on Form 8 - K                                                            12

SIGNATURES                                                                                                        13
</TABLE>

<PAGE>

                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                  March 31,    December 31,
                                                                    2001            2000
                                                               ------------    ------------
<S>                                                          <C>             <C>
ASSETS
      Cash and due from banks                                  $    457,570    $    541,525
      Interest-bearing deposits in other banks                    5,600,518       2,946,420
                                                               ------------    ------------
      Cash and cash equivalents                                   6,058,088       3,487,945

      Certificates of deposit in other banks                        462,000         295,000
      Investment securities available for sale                    2,572,687       2,954,871
      Investment securities held to maturity (market
        value of $8,080,327 and $8,470,065)                       8,063,326       9,063,535
      Mortgage-backed securities available for sale               4,992,359       5,171,720
      Mortgage-backed securities held to maturity (market
        value of $12,767,505 and $10,252,897)                    12,625,890      10,594,864
      Loans receivable (net of allowance for loan losses
        of $174,009 and $171,009)                                18,819,456      18,887,161
      Accrued interest receivable                                   382,072         417,681
      Premises and equipment                                      1,330,374       1,355,199
      Federal Home Loan Bank stock                                  256,500         256,500
      Other assets                                                   36,622          31,196
                                                               ------------    ------------
           TOTAL ASSETS                                        $ 55,599,374    $ 52,515,672
                                                               ============    ============
LIABILITIES
      Deposits                                                 $ 41,366,553    $ 37,942,034
      FHLB Advances                                               5,000,000       5,000,000
      Advances by borrowers for taxes and insurance                  83,052         116,499
      Accrued interest payable and other liabilities                582,411         426,085
                                                               ------------    ------------
           TOTAL LIABILITIES                                     47,032,016      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                                  6,675,297       6,676,810
      Retained earnings - substantially restricted                3,348,819       3,506,353
      Accumulated other comprehensive income                        413,012         293,328
      Unallocated shares held by Employee Stock
        Ownership Plan (ESOP)                                      (392,040)       (406,560)
      Unallocated shares held by Restricted Stock Plan (RSP)       (191,372)       (201,431)
      Treasury stock (146,700 and 100,200 shares at cost)        (1,358,958)       (910,046)
                                                               ------------    ------------
           TOTAL STOCKHOLDERS' EQUITY                             8,567,358       9,031,054
                                                               ------------    ------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 55,599,374    $ 52,515,672
                                                               ============    ============

</TABLE>

See accompanying notes to the consolidated financial statements.

                                       3
<PAGE>
                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME


                                                  Three Months Ended March 31,
                                                        2001       2000
                                                      --------   --------
INTEREST INCOME
      Loans receivable                                $365,489   $304,517
      Interest-bearing deposits in other banks          70,312     65,552
      Investment securities
           Taxable                                     178,982    191,812
           Exempt from federal income tax                7,981     11,732
      Mortgage-backed securities                       275,790    200,670
                                                      --------   --------
           Total interest income                       898,554    774,283
                                                      --------   --------
INTEREST EXPENSE
      Deposits                                         421,727    400,144
      FHLB Advance                                      80,864          -
                                                      --------   --------
           Total interest expense                      502,591    400,144

NET INTEREST INCOME                                    395,963    374,139

      Provision for loan losses                          3,000      2,000
                                                      --------   --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    392,963    372,139
                                                      --------   --------
NONINTEREST INCOME
      Service fees on deposit accounts                  26,384     29,501
      Other                                             20,431      7,657
                                                      --------   --------
           Total noninterest income                     46,815     37,158
                                                      --------   --------
NONINTEREST EXPENSE
      Compensation and employee benefits               216,200    198,939
      Occupancy and equipment                           51,019     50,890
      Data processing                                   57,515     47,023
      Professional services                             24,633     23,106
      Other                                             53,854     50,601
                                                      --------   --------
           Total noninterest expense                   403,221    370,559
                                                      --------   --------
      Income before income taxes                        36,557     38,738
      Income tax expense                                20,300          -
                                                      --------   --------
NET INCOME                                              16,257     38,738
                                                      ========   ========
EARNINGS PER SHARE:
           Basic                                      $   0.03   $   0.07
           Diluted                                        0.03       0.07

See accompanying notes to the consolidated financial statements.

                                       4
<PAGE>
                              SFSB HOLDING COMPANY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                          Accumulated   Unallo-     Unallo-
                                                            Other       cated       cated                    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>
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                                         16,257                                                      16,257   $ 16,257
Other comprehensive
income:
  Unrealized gain on
    available for
    sale securities,
    net of taxes
    of $61,655                                              119,684                                           119,684    119,684
                                                                                                                         -------
Comprehensive income                                                                                                    $135,941
                                                                                                                        ========
RSP shares released                                                                   10,059                   10,059
ESOP shares released                  (1,513)                            14,520                                13,007
Cash dividends
  ($.30 per share)                               (173,791)                                                   (173,791)
Purchase treasury
  stock                                                                                          (448,912)   (448,912)
                         -------  ----------   ----------  --------   ---------    ---------  -----------  ----------
Balance, March 31, 2001  $72,600  $6,675,297   $3,348,819  $413,012   $(392,040)   $(191,372) $(1,358,958) $8,567,358
                         =======  ==========   ==========  ========   =========    =========  ===========  ==========

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

                                       5
<PAGE>

                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                                       2001           2000
                                                                   -----------    -----------
<S>                                                              <C>            <C>
OPERATING ACTIVITIES
Net income                                                         $    16,257    $    38,738
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
      Provision for loan losses                                          3,000          2,000
      Depreciation and amortization                                     47,891         43,877
      Increase in accrued interest receivable                           35,609         56,648
      Other, net                                                       (83,626)        43,345
                                                                   -----------    -----------
      Net cash provided by operating activities                         19,131        184,608
                                                                   -----------    -----------
INVESTING ACTIVITIES
Decrease (increase) in certificates of deposits                       (167,000)       487,508
Investment securities available for sale:
      Purchases                                                        (20,528)       (26,114)
      Maturities and repayments                                        500,000          7,705
Investment securities held to maturity:
      Maturities and repayments                                      1,000,209        527,751
Mortgage-backed securities available
   for sale:
      Maturities and repayments                                        263,413         79,374
Mortgage-backed securities held to
   maturity:
      Purchases                                                     (2,512,813)    (2,007,695)
      Maturities and repayments                                        480,866        306,237
Net decrease (increase) in loans receivable                             64,705       (739,074)
Purchase of premises and equipment                                           -         (5,569)
                                                                   -----------    -----------
      Net cash used for investing activities                          (391,148)    (1,369,877)
                                                                   -----------    -----------
FINANCING ACTIVITIES
Net increase in deposits                                             3,424,519        955,421
Net decrease in advances by borrowers
   for taxes and insurance                                             (33,447)       (12,646)
Purchase of treasury stock                                            (448,912)             -
                                                                   -----------    -----------
      Net cash provided by financing activities                      2,942,160        942,775
                                                                   -----------    -----------
      Increase (decrease) in cash and cash  equivalents              2,570,143       (242,494)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                            3,487,945      5,065,675
                                                                   -----------    -----------
CASH AND CASH EQUIVALENTS
             AT END OF PERIOD                                      $ 6,058,088    $ 4,823,181
                                                                   ===========    ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
      Interest on deposits and
         borrowings                                                $   474,477    $   400,526
      Income taxes                                                      29,600          7,100
</TABLE>

See accompanying notes to the 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, 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 were no dilutive effects for the three months ended March 31,
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 three months ended March
31,  2001,  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, 2000, comprehensive income totaled $135,941.

                                       7
<PAGE>

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


COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2001 AND DECEMBER 31, 2000

At March 31, 2001, total assets of $55,599,000 increased $3,083,000 or 5.8% from
$52,516,000 at December 31, 2000. The increase in total assets at March 31, 2001
was primarily due to increases in  interest-bearing  deposits in other banks and
mortgage-backed  securities  held  to  maturity.  Of the  $3,425,000  growth  in
deposits,   approximately   $2,654,000   is  currently   being   maintained   in
interest-bearing  deposits  in other  banks  while  management  evaluates  other
investment opportunities.

At  March  31,  2001,  mortgage-backed  securities  held to  maturity  increased
$2,031,000 to $12,626,000  from $10,595,000 at December 31, 2000. Such increases
represented  $2,513,000 of purchases,  offset by  maturities  and  repayments of
$481,000.

Total deposits increased from $37,942,000 at December 31, 2000 to $41,367,000 at
March 31, 2001 resulting  primarily from an increase in  certificates of deposit
of  $3,131,000.  The 15.5%  increase in  certificates  of deposit  resulted from
management pricing such products in response to local market area competition.

Stockholder's  equity  decreased to $8,567,000 at March 31, 2001 from $9,031,000
at  December  31,  2000.  The  decrease in  stockholders'  equity was due to the
repurchase of 46,500 shares of the Company's stock during the period for a total
amount of $449,000, coupled with a dividend payable on May 15, 2001 of $174,000.
Offsetting  this  decrease  was  net  income  of  $16,000  and  an  increase  in
accumulated  other  comprehensive  income  of  $120,000  that  resulted  from an
increase  in  unrealized  gains on  investment  and  mortgage-backed  securities
available for sale.

COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE THREE  MONTHS ENDED MARCH 31,
2001 AND MARCH 31, 2000

Net income  decreased  $23,000 to $16,000 for the three  months  ended March 31,
2001 from net income of $39,000 for the same period  ended 2000.  This  decrease
was  primarily  due to the  utilization  of all  remaining  tax  operating  loss
carryforwards in 2000.

The Company's net interest income increased  $22,000 or 5.8% to $396,000 for the
three months ended March 31, 2001 from  $374,000 for the same period ended 2000.
Interest income increased $124,000 and was comprised principally of increases in
interest  on  mortgage-backed  securities  and loans  receivable  of $75,000 and
$61,000,  respectively.  Offsetting  these  increases was a decrease in interest
income on investment  securities of $17,000.  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
$4.0 million and $2.7  million,  respectively.  Growth in these higher  yielding
products  stimulated a 22 basis point  increase in the tax  equivalent  yield on
total interest earning assets to 6.97% for the three months ended March 31, 2001
from 6.75% for the same 2000 period.

                                       8
<PAGE>

Interest  expense  increased  $102,000 and consisted of increases in interest on
borrowings  of $81,000 and  deposits of $22,000.  The average  cost of funds for
interest-bearing  liabilities  increased 49 basis points to $4.87% for the three
months ended March 31, 2001 from 4.38% for the same 2000 period. The higher cost
of funds primarily  resulted from Federal Home Loan Bank borrowings coupled with
an increase in rates paid on certificates of deposit products.

Noninterest  income  increased  $10,000  from $37,000 for the three months ended
March 31,  2000 to $47,000  for the same period  ended  2001.  This  increase is
attributable  to nominal  increases in numerous  other  income  accounts and was
offset  somewhat  by a  decrease  in the  volume of  service  charges on deposit
accounts.

Noninterest  expense  increased $33,000 or 8.8% to $403,000 for the three months
ended March 31, 2001 from $370,000 for the same period ended 2000.  Compensation
and  employee  benefits  increased  $17,000  as a result  of  hiring  additional
employees coupled with normal merit raises. Data processing expense increased by
$10,000  due to an  increase in the volume of  transactions  occurring  in these
periods.

Income tax expense of $20,000 was  recognized  for the three months ending March
31, 2001 due to the utilization off 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 March 31, 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 39.2%,  37.3%, 15.6% and 34.2%, 32.2%,
13.4%, respectively at March 31, 2001.

                                       9
<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,
                                                         2001            2000
                                                        ------          ------

Loans on nonaccrual basis                               $  505          $  382
Loans past due 90 days or more and still accruing           15               8
                                                        ------          ------
Total nonperforming loans                                  520             390
                                                        ------          ------
Nonperforming loans as a percent of total loans           2.76%           2.05%
                                                        ======          ======
Nonperforming assets as a percent of total assets          .94%           0.74%
                                                        ======          ======
Allowance for loan losses to nonperforming loans         33.46%          43.85%
                                                        ======          ======


At March 31, 2001 and  December  31,  2000,  no real estate or other assets were
held as foreclosed or repossessed property.

Management  monitors  impaired loans on a continual basis. As of March 31, 2001,
impaired  loans had no material  effect on the Company's  financial  position or
results of operations.

During the three month  period  ended March 31, 2001,  loans  decreased  $71,000
while  nonperforming  loans  increased  $130,000.  The allowance for loan losses
increased  $1,000  during this same period and the  percentage  of allowance for
loan  losses  to  loans  outstanding  increased  slightly  from  .90%  to  .92%.
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 March 31, 2001
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.

                                       10
<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.

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

                                       11
<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 14, 2001                          By: /s/ Barbara J. Mallen
                                                --------------------------------
                                                Barbara J. Mallen
                                                President and Chief Executive
                                                  Officer/Director


Date: May 14, 2001                          By: /s/ Joseph E. Gallegher
                                                --------------------------------
                                                Joseph E. Gallegher
                                                Senior Vice President/Director