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, 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               (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 6, 1998:  726,005


<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, 1998 and December 31, 1997

                Consolidated Statement of Income (Unaudited)
                   for the Three Months ended March 31, 1998 and 1997                                  4

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

                Consolidated Statement of Cash Flows (Unaudited)
                   for the Three Months ended March 31, 1998 and 1997                                  6

                Notes to Unaudited Consolidated Financial Statements                                 7 - 8

       Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations                                     9 - 12

PART II  -  OTHER INFORMATION

       Item 1.  Legal Proceedings                                                                   13

       Item 2.  Changes in Securities                                                               13

       Item 3.  Default Upon Senior Securities                                                      13

       Item 4.  Submissions of Matters to a Vote of Security Holders                                13

       Item 5.  Other Information                                                                   13

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

SIGNATURES                                                                                          15
</TABLE>

<PAGE>



                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                         March 31,           December 31,
                                                                                           1998                 1997
                                                                                     ---------------      ---------------


<S>                                                                                <C>                      <C>             
ASSETS
Cash and due from banks                                                             $        448,992         $    766,882
Interest-bearing overnight deposits with other banks                                      11,026,537            4,280,020
                                                                                     ---------------      ---------------

       Cash and cash equivalents                                                          11,475,529            5,046,902

Certificates of deposits with other banks                                                  3,132,081            3,036,715
Investment securities available for sale                                                   1,636,499            1,532,656
Investment securities held to maturity  (market
       value of $4,085,971 and $4,502,468)                                                 4,021,829            4,541,478
Mortgage-backed securities available for sale                                              1,503,585            1,378,503
Mortgage-backed securities held to maturity (market
       value of $9,164,936 and $9,649,748)                                                 9,029,128            9,527,074
Loans receivable (net of allowance for loan losses of
       $113,193  and $109,951)                                                            13,018,445           12,292,157
Accrued interest receivable                                                                  314,947              267,171
Premises and equipment                                                                     1,631,934            1,662,909
Federal Home Loan Bank stock                                                                 171,700              171,700
Other assets                                                                                 188,231              322,763
                                                                                     ---------------      ---------------

       TOTAL ASSETS                                                                 $      46,123,908     $     39,780,028
                                                                                     ===============      ===============

LIABILITIES
Deposits                                                                            $     35,692,058     $     35,804,473
Advances by borrowers for taxes and insurance                                                 64,796              110,211
Accrued interest payable and other liabilities                                               587,180              415,573
                                                                                     ---------------      ---------------
       TOTAL LIABILITIES                                                                  36,344,034           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                                                                 6,768,770                    -
Retained earnings-substantially restricted                                                 3,000,150            3,011,068
Unrealized gain on securities available for sale, net of taxes                               504,634              438,703
Unearned ESOP shares (56,628 and 0 shares)                                                  (566,280)                   -
                                                                                     ---------------      ---------------
       TOTAL STOCKHOLDERS' EQUITY                                                          9,779,874            3,449,771
                                                                                     ---------------      ---------------

       TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                                                    $     46,123,908     $     39,780,028
                                                                                     ===============      ===============


</TABLE>

See accompanying notes to the consolidated financial statements.

                                      -3-
<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
                                                                                       Three Months Ended March 31,
                                                                                    1998                         1997
                                                                                 ---------------            ---------------
<S>                                                                              <C>                       <C>    

INTEREST AND DIVIDEND INCOME
Loans receivable                                                                 $        251,680          $        222,081
Interest-bearing deposits with other banks                                                156,329                    87,122
Investment securities
       Taxable                                                                             68,386                    84,067
       Exempt from federal income tax                                                      19,832                    18,849
Mortgage-backed securities                                                                180,280                   119,834
                                                                                   --------------           ---------------
       Total interest and dividend
          income                                                                          676,507                   531,953
                                                                                  ---------------           ---------------

INTEREST EXPENSE
Deposits                                                                                  379,531                   337,477
                                                                                  ---------------           ---------------
       Total interest expense                                                             379,531                   337,477
                                                                                  ---------------           ---------------

NET INTEREST INCOME                                                                       296,976                   194,476

Provision for loan losses                                                                   6,748                     6,857
                                                                                  ---------------           ---------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                              290,228                   187,619
                                                                                  ---------------           ---------------

NONINTEREST INCOME
Service fees                                                                               23,474                     9,882
Other income                                                                                4,191                     3,250
                                                                                  ---------------           ---------------
       Total noninterest income                                                            27,665                    13,132
                                                                                  ---------------           ---------------

NONINTEREST EXPENSE
Compensation and employee benefits                                                        155,216                   121,696
Occupancy and equipment                                                                    56,411                    55,312
Federal insurance premium                                                                  10,852                    17,019
Data processing                                                                            39,077                    22,850
Professional fees                                                                          12,275                     4,500
Other operating expenses                                                                   54,980                    52,139
                                                                                  ---------------           ---------------
       Total noninterest expense                                                          328,811                   273,516
                                                                                  ---------------           ---------------

Loss before income taxes                                                                  (10,918)                  (72,765)
Income taxes                                                                                    -                         -
                                                                                  ---------------           ---------------


NET LOSS                                                                         $        (10,918)         $        (72,765)
                                                                                  ===============           ===============

Loss per share (since inception February 26, 1998):
       Basic                                                                     $           (.03)         $      N/A
                                                                                  ===============           ===============
</TABLE>

See accompanying notes to the consolidated financial statements.
                                      -4-
<PAGE>


                              SFSB HOLDING COMPANY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                              Unallocated 
                                                    Additional                   Shares    Unrealized      Total
                                         Common      Paid-in     Retained       Held by      Gain On    Stockholders' Comprehensive
                                          Stock      Capital     Earnings         ESOP     Securities     Equity         Income
                                      ----------   -----------  -----------    ---------- ------------  ------------- --------------
<S>                                    <C>          <C>         <C>            <C>         <C>           <C>            <C>        

Balance, December 31, 1997             $      -     $       -   $ 3,011,168    $     -     $  438,703    $ 3,449,871    $

Net loss                                                            (10,918)                                 (10,918)      (10,918)
Other comprehensive income:
  Unrealized gain on available for
    sale securities                                                                            65,931         65,931        65,931
                                                                                                                          ---------
Comprehensive income                                                                                                     $   55,013
                                                                                                                          =========

Common stock issued                        72,600    6,808,770                   (580,800)                 6,300,570
ESOP shares released                                                               14,520                     14,520
                                       ----------   ----------   ----------    ----------   ---------    -----------     

Balance, March 31, 1998               $    72,600  $ 6,808,770  $ 3,000,250   $  (566,280) $  504,634    $ 9,819,974     
                                       ==========   ==========   ==========    ==========   =========    ===========     

</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,
                                                                               1998                 1997
                                                                        -----------------    ------------------
<S>                                                                     <C>                   <C>                   
OPERATING ACTIVITIES
Net income (loss)                                                       $        (10,918)     $        (72,765)
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
       Provision for loan losses                                                   6,748                 6,857
       Depreciation and amortization                                              30,975                30,375
       Increase in accrued interest receivable                                   (47,776)              (20,121)
       Other, net                                                                272,608                36,021
                                                                          ---------------       ---------------
       Net cash provided by (used for)
          operating activities                                                   251,637               (19,633)
                                                                          ---------------       ---------------

INVESTING ACTIVITIES
Increase in certificates of deposits                                             (95,366)             (194,491)
Investment securities available for sale:
       Purchases                                                                  (8,063)               (7,892)
       Maturities and repayments                                                     781                   601
Investment securities held to maturity:
       Purchases                                                                       -            (1,846,900)
       Maturities and repayments                                                 519,633               103,499
Mortgage-backed securities available for sale: 
       Purchases                                                                (208,950)                    -
       Maturities and repayments                                                  85,661                   181
Mortgage-backed securities held to maturity:
       Purchases                                                                       -              (499,531)
       Maturities and repayments                                                 499,070               410,797
Net increase in loans
   receivable                                                                   (733,036)             (34,308)
Purchase of Federal Home Loan
  Bank stock                                                                           -               (9,900)
Purchase of premises and
   equipment, net                                                                      -              (22,292)
                                                                          ---------------      ---------------
       Net cash provided by (used for)
          investing activities                                                    59,730           (2,100,236)
                                                                          ---------------      ---------------

FINANCING ACTIVITIES
Net increase (decrease) in deposits                                             (112,415)            2,493,922
Proceeds from the sale of common stock                                         6,275,090                     -
Net decrease in advances by borrowers 
   for taxes and insurance                                                       (45,415)             (42,827)
                                                                          ---------------      ---------------
       Net cash provided by
          financing activities                                                 6,117,260             2,451,095
                                                                          ---------------       --------------

       Increase in cash and cash
          equivalents                                                          6,428,627               331,226

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                                      5,046,902             4,378,710
                                                                          ---------------       --------------
 
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                                                     $     11,475,529       $     4,709,936
                                                                          ===============       ==============

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
       Interest on deposits and
          borrowings                                                    $        379,857       $       337,121
       Income taxes                                                                    -                     -

</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  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.

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.

     Additionally,  as a condition of the  conversion,  the Savings Bank may not
     pay a dividend to the Company in excess of the Savings  Bank's  accumulated
     net earnings after any required transfer to surplus and only if the Savings
     Bank's surplus would not be reduced by payment of such dividend.

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.

                                       -7-

<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, of
     668,893 shares.  Net income used in the earnings per share  calculation was
     $16,820.

     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.



                                      -8-
<PAGE>


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



FINANCIAL CONDITION

Total assets increased by  approximately  $6.3 million to $46.1 million at March
31, 1998 from $39.8 million at December 31, 1997.  The $6.3 million  received in
the sale of common stock in February funded the increase.

Interest-bearing  overnight deposits with other banks increased by $6.7 million.
Due to recent  sale of  common  stock,  management  has  deposited  the funds in
overnight funds until appropriate investment decisions can be considered. During
the month of April 1998,  a  substantial  portion of these funds was invested in
mortgage-backed securities.

Net loan receivables increased $726,000 or 5.9% from $12,292,000 at December 31,
1997 to $13,018,000 at March 31, 1998.  Home equity loans continues 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  principal
repayments from mortgage-backed securities.

Stockholder's equity increased by $6.3 million to $9.8 million at March 31, 1998
from $3.5  million at December  31, 1997  primarily  as a result of the proceeds
received in the initial public offering.

RESULTS OF OPERATIONS

Our net loss  decreased  $62,000 to $11,000 for the three months ended March 31,
1998 from $73,000 for the same period ended March 31,  1997.  This  decrease was
due to an increase in net  interest  income of $145,000 and  noninterest  income
offset by an increase in noninterest expense of $55,000.

Net interest  income  slightly  increased to $297,000 for the three months ended
March 31, 1998  compared to $194,000  for the same period  ended March 31, 1997.
There was an increase in interest income resulting primarily from an increase in
earnings  on  interest-bearing  deposits  with other  banks of $69,000 or 79.0%,
loans of $30,000 or 13.3%,  and investment  securities of $45,000 or 31.8%.  The
increases in interest  income were  primarily  due to an increase in the average
principal balances of interest-bearing  deposits with other banks and investment
securities.  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.

Interest  expense on deposits  increased  $42,000 or 12.4% from $337,000 for the
three  months  ended March 31, 1998 to $380,000  for the same period ended 1997.
The increase was primarily due to the average volume of  certificates of deposit
increasing due to the opening of the new Shaler branch.

                                      -9-

<PAGE>

Our provision for loan losses  remained  constant at $7,000 for the three months
ended  March  31,  1998 and  1997.  Historically,  we have  emphasized  our loss
experience over other factors in establishing the provision for loan losses.  We
review  the  allowance  for  loan  losses  in  relation  to (i)  our  past  loan
experience,  (ii)  known and  inherent  risks in our  portfolio,  (iii)  adverse
situations that may affect the borrower's  ability to repay,  (iv) the estimated
value  of any  underlying  collateral,  and  (v)  current  economic  conditions.
Management  believes  the  allowance  for  loan  losses  is at a  level  that is
considered to be adequate to provide for estimated losses; however, there can be
no assurance  that further  additions will not be made to the allowance and that
such losses will not exceed the estimated amount.

Noninterest income, which is comprised principally of service charges on deposit
accounts, increased $15,000 or 110.7% to $28,000 for 1998 from $13,000 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 $55,000 or 20.2% to $329,000 for the three months
ended March 31, 1998 from  $274,000  for the three  months ended March 31, 1997.
The  increase was the result of operating a larger  organization  including  the
opening of the Shaler  Township  office.  Compensation  and  benefits  increased
$34,000 or 27.5%, 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 $16,000.  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  by $8,000 due to outside  assistance  in
complying  with  the  increased  levels  of  regulatory  compliance  of a public
reporting company

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 not yet determined the total costs that will be
incurred to become  year 2000  compliant,  however it is not  expected to have a
material impact to the Company.

                                      -10-
<PAGE>

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.

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,
                                                        1998             1997
                                                     ------------ --------------
                                                        (Dollars in thousands)

Loans on nonaccrual basis                            $      82       $      93
Loans past due 90 days or more and still accruing           80             155
                                                      --------        --------
Total nonperforming loans                            $     162       $     248
                                                      ========        ========
Nonperforming loans as a percent of total loans           1.23%           2.00%
                                                      ========        ========
Nonperforming assets as a percent of total assets          .35%           0.62%
                                                      ========        ========
Allowance for loan losses to nonperforming loans         88.49%          44.35%
                                                      ========        ========  

At March 31, 1998 and  December  31,  1997,  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, 1998,
impaired  loans had no material  effect on the Company's  financial  position or
results of operations.

                                      -11-
<PAGE>


During the three month  period ended March 31, 1998,  loans  increased  $729,000
while nonperforming loans decreased $86,000.  The decline in nonperforming loans
is primarily the result of customer loan  payments.  The percentage of allowance
for loan  losses to loans  outstanding  remained  relatively  stable at .86% for
March 31, 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.

                                      -12-
<PAGE>

                              SFSB HOLDING COMPANY
                          PART II - OTHER INFORMATION


ITEM 1.   Legal Proceedings

          None

ITEM 2.   Changes in Securities

          (d)  Use of Proceeds

          (1)  The effective  date of the Form SB-2 was January 14, 1998 and the
               Commission file number was 333-40955.

          (2)  The  Offering commenced on January 23, 1998.

          (3)  Not applicable.

          (4)  (i)  The offering has terminated but did not terminate before the
                    sale of all securities registered;
               (ii) The name of the managing underwriter: Ryan, Beck & Co.
               (iii)Common stock, par value $.10 per share was registered;
               (iv) Amount registered - 727,375 shares;
                    Aggregate price of offering amount registered - $7,273,750;
                    Amount sold - 726,005;
                    Aggregate offering price of stock sold to date - $7,260,050;
               (v)  Expenses  of the  offering  which  were  direct or  indirect
                    payments to others;
                    Expense paid to and for underwriters $122,834;
                    Other expenses - $302,289 (estimate);
                    Total expenses - $425,123 (estimate);
               (vi) Net offering proceeds - $6,834,927;
               (vii)Direct or indirect payments to affiliates:
                    Loan to ESOP of subsidiary bank - $566,280;
                    Purchase outstanding stock of subsidiary bank - $3,417,463;
                    Noninterest   checking   account  with   subsidiary  bank  -
                         $2,869,968
               (vii)Not applicable

ITEM 3. Defaults upon Senior Securities
     
        None 

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

        None 

ITEM 5. Other Information  

        None


                                      -13-
<PAGE>



ITEM 6. Exhibits and reports on Form 8-K 

          (a)  Exhibits  
               The  exhibits   listed  below  are  filed  herewith  or
               incorporated herein by reference:

          27   Financial Data Schedule, filed herewith.

          (b)  Reports on Form 8-K

               None 

                                      -14-

<PAGE> 


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.



                                  STANTON FEDERAL SAVINGS BANK



Date: 05-15-98                    By:  /s/ Barbara J. Mallen
                                      ---------------------------
                                           Barbara J. Mallen
                                           President


Date: 05-15-98                    By:  /s/ Joseph E. Gallagher
                                      ---------------------------
                                           Joseph E. Gallagher
                                           Senior Vice President and Secretary

                                      -15-