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, 2000

      ----
          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, 2000: 658,705



<PAGE>
                              SFSB HOLDING COMPANY

                                      INDEX



                                                                         Page
                                                                        Number
                                                                    ------------


PART I  -  FINANCIAL INFORMATION

      Item 1. Financial Statements

                  Consolidated Balance Sheet (Unaudited) as of                3
                      March 31, 2000 and December 31, 1999

                  Consolidated Statement of Income (Unaudited)
                      for the Three Months ended March 31, 2000 and 1999      4

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

                  Consolidated Statement of Cash Flows (Unaudited)
                      for the Three Months ended March 31, 2000 and 1999      6

                  Notes to Reviewed Consolidated Financial Statements         7

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

PART II  -  OTHER FORMATION

      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

<PAGE>
                              SFSB HOLDING COMPANY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                     March 31,          December 31,
                                                                                       2000                 1999
                                                                                ----------------     ----------------
<S>                                                                         <C>                  <C>
ASSETS
      Cash and due from banks                                                $          547,324   $          908,791
      Interest-bearing deposits in other banks                                        4,275,857            4,156,884
                                                                                ----------------     ----------------
       Cash and cash equivalents                                                      4,823,181            5,065,675

      Certificates of deposit in other banks                                            568,798            1,056,306
      Investment securities available for sale                                        2,918,511            2,960,757
      Investment securities held to maturity (market
        value of $8,962,709 and $9,446,780)                                           9,462,964            9,990,854
      Mortgage-backed securities available for sale                                   1,696,604            1,774,691
      Mortgage-backed securities held to maturity (market
        value of $11,614,475 and $9,979,691)                                         11,978,645           10,277,109
      Loans receivable (net of allowance for loan losses
        of $140,193 and $138,193)                                                    16,253,993           15,516,919
      Accrued interest receivable                                                       355,530              412,178
      Premises and equipment                                                          1,426,010            1,444,866
      Federal Home Loan Bank stock                                                      245,600              245,600
      Other assets                                                                      129,867               58,531
                                                                                ----------------     ----------------
           TOTAL ASSETS                                                      $       49,859,703   $       48,803,486
                                                                                ================     ================
LIABILITIES
      Deposits                                                               $       40,367,086   $       39,411,665
      Advances by borrowers for taxes and insurance                                      99,412              112,058
      Accrued interest payable and other liabilities                                    483,312              388,937
                                                                                ----------------     ----------------

           TOTAL LIABILITIES                                                         40,949,810           39,912,660
                                                                                ----------------     ----------------
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                                                      6,690,635            6,695,656
      Retained earnings - substantially restricted                                    3,219,016            3,180,278
      Accumulated other comprehensive income                                            269,784              308,907
      Unallocated shares held by Employee Stock
        Ownership Plan (ESOP)                                                          (450,120)            (464,640)
      Unallocated shares held by Restricted Stock Plan (RSP)                           (222,460)            (232,413)
      Treasury stock (67,300 at cost)                                                  (669,562)            (669,562)
                                                                                ----------------     ----------------
           TOTAL STOCKHOLDERS' EQUITY                                                 8,909,893            8,890,826
                                                                                ----------------     ----------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $       49,859,703   $       48,803,486
                                                                                ================     ================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>
                              SFSB HOLDING COMPANY
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended March 31,
                                                                                       2000                 1999
                                                                                ----------------     ----------------
<S>                                                                          <C>                  <C>
INTEREST INCOME
      Loans receivable                                                        $         304,517    $         272,902
      Interest-bearing deposits in other banks                                           65,552              150,058
      Investment securities
           Taxable                                                                      191,812               80,964
           Exempt from federal income tax                                                11,732               18,663
      Mortgage-backed securities                                                        200,670              196,314
                                                                                ----------------     ----------------
           Total interest income                                                        774,283              718,901
                                                                                ----------------     ----------------
INTEREST EXPENSE
      Deposits                                                                          400,144              373,423
                                                                                ----------------     ----------------
NET INTEREST INCOME                                                                     374,139              345,478

      Provision for loan losses                                                           2,000                3,000
                                                                                ----------------     ----------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                                     372,139              342,478
                                                                                ----------------     ----------------
NONINTEREST INCOME
      Service fees on deposit accounts                                                   29,501               33,141
      Investment securities gains, net                                                        -               17,140
      Other                                                                               7,657                5,631
                                                                                ----------------     ----------------
           Total noninterest income                                                      37,158               55,912
                                                                                ----------------     ----------------
NONINTEREST EXPENSE
      Compensation and employee benefits                                                198,939              191,021
      Occupancy and equipment                                                            50,890               60,857
      Federal insurance premium                                                           2,090                5,836
      Data processing                                                                    47,023               53,327
      Professional services                                                              23,106               32,018
      Other                                                                              48,511               49,539
                                                                                ----------------     ----------------
           Total noninterest expense                                                    370,559              392,598
                                                                                ----------------     ----------------
      Income before income taxes                                                         38,738                5,792
      Income tax expense                                                                      -                    -
                                                                                ----------------     ----------------
NET INCOME                                                                               38,738                5,792
                                                                                ================     ================
EARNINGS PER SHARE:
           Basic                                                              $            0.07    $               -
           Diluted                                                                         0.07                    -
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       4
<PAGE>


                                 SFSB HOLDING COMPANY
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
                                                          Accumulated  Unallocated Unallocated              Total
                                   Additional                 Other      Shares      Shares                 Stock-        Compre-
                        Common      Paid-in     Retained  Comprehensive  Held by    Held by       Treasury  holders'      hensive
                        Stock       Capital     Earnings      Income      ESOP        RSP          Stock    Equity      Income(Loss)
                       -------    ----------   ---------- -----------  ---------- ----------     --------- ----------   ------------
<S>                   <C>        <C>          <C>           <C>       <C>        <C>           <C>       <C>          <C>
Balance,
  December 31, 1999    $72,600    $6,695,656   $3,180,278    $308,907  $(464,640) $(232,413)    $(669,562) $8,890,826   $

 Net income                                        38,738                                                      38,738     38,738
 Other comprehensive
   loss:
   Unrealized loss
     on available
     for sale
     securities, net
     of tax benefit
     of $20,154                                               (39,123)                                        (39,123)   (39,123)
                                                                                                                        --------
 Comprehensive loss                                                                                                    $   (385)
                                                                                                                        ========
 ESOP shares released                 (5,021)                             14,520                                9,499
 RSP shares released                                                                  9,953                     9,953

                       -------     ----------  ----------    --------  ---------  ---------    ----------  ----------
 Balance,
   March 31, 2000      $72,600    $6,690,635   $3,219,016    $269,784  $(450,120) $(222,460)    $(669,562) $8,909,893
                       =======    ==========   ==========    ========  =========  =========    ==========  ==========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       5
<PAGE>
                              SFSB HOLDING COMPANY
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                      Three Months Ended March 31,
                                                                                       2000                 1999
                                                                                ----------------     ----------------
<S>                                                                          <C>                  <C>
OPERATING ACTIVITIES
Net income                                                                    $          38,738    $           5,792
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
      Provision for loan losses                                                           2,000                3,000
      Depreciation                                                                       24,425               53,918
      Investment securities gains                                                             -              (17,140)
      Decrease (increase) in accrued interest receivable                                 56,648              (45,285)
      Amortization of ESOP and RSP unearned compensation                                 19,452                    -
      Other, net                                                                         43,345               46,331
                                                                                ----------------     ----------------
      Net cash provided by operating activities                                         184,608               46,616
                                                                                ----------------     ----------------
INVESTING ACTIVITIES
Decrease in certificates of deposits                                                    487,508              286,206
Investment securities available for sale:
      Purchases                                                                         (26,114)             (48,301)
      Proceeds from sales                                                                     -               17,949
      Maturities and repayments                                                           7,705                    -
Investment securities held to maturity:
      Purchases                                                                               -           (4,799,219)
      Maturities and repayments                                                         527,751              606,688
Mortgage-backed securities available for sale:
      Maturities and repayments                                                          79,374              167,572
Mortgage-backed securities held to
   maturity:
      Purchases                                                                      (2,007,695)                   -
      Maturities and repayments                                                         306,237            1,260,900
Net decrease (increase) in loans receivable                                            (739,074)              94,776
Purchase of premises and equipment                                                       (5,569)              (3,891)
                                                                                ----------------     ----------------
      Net cash used for investing activities                                         (1,369,877)          (2,417,320)
                                                                                ----------------     ----------------
FINANCING ACTIVITIES
Net increase in deposits                                                                955,421              742,226
Net decrease in advances by borrowers
   for taxes and insurance                                                              (12,646)             (24,721)
                                                                                ----------------     ----------------
      Net cash provided by
         financing activities                                                           942,775              717,505
                                                                                ----------------     ----------------
      Decrease in cash and cash  equivalents                                           (242,494)          (1,653,199)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                                             5,065,675            9,094,253
                                                                                ----------------     ----------------
CASH AND CASH EQUIVALENTS
            AT END OF PERIOD                                                  $       4,823,181    $       7,441,054
                                                                                ================     ================
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
      Interest on deposits                                                    $         400,526    $         373,423
      Income taxes                                                                        7,100               21,100
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       6
<PAGE>

                              SFSB HOLDING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

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

      The accompanying  unaudited  consolidated  financial  statements have been
      prepared  in  accordance  with  the   instructions  to  Form  10-QSB  and,
      therefore,  do not  necessarily  include  all  information  that  would be
      included  in  audited  financial  statements.  The  information  furnished
      reflects  all  adjustments  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.


                                       7
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

         The Private  Securities  Litigation  Act of 1995  contains  safe harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes,"  "anticipates,"  "contemplates,"  "expects,"  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and  uncertainties  that could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest  rates,  the ability to control costs and expenses,  general
economic conditions,  government policies and action of regulatory  authorities.
The Company  undertakes  no  obligation  to publicly  release the results of any
revisions  to those  forward  looking  statements  which may be made to  reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

         SFSB   Holding   Company  is  a  savings  and  loan   holding   company
headquartered  in  Pittsburgh,  Pennsylvania,  which  provides a broad  range of
deposits and loan products through its wholly owned subsidiary,  Stanton Federal
Savings Bank (collectively, the "Company").

CHANGES IN FINANCIAL CONDITION

       At  March  31,  2000,  total  assets  remained   relatively  constant  at
$49,860,000  from  $48,803,000 at December 31, 1999.  During the current period,
management  continued to shift its cash and cash equivalents and certificates of
deposits in other banks into  higher  yielding  interest  earning  assets.  As a
result,  mortgage-backed  securities  held to maturity  increased  $1,702,000 to
$11,979,000  at March 31, 2000 from  $10,277,000 at December 31, 1999. Net loans
receivable  increased $737,000 to $16,254,000 at March 31, 2000 from $15,517,000
at December  31, 1999.  Of this  increase in net loans  receivable,  real estate
mortgages and home equity loans  increased  $525,000 and $272,000,  respectively
offset slightly by a decrease in consumer loans of $60,000. Stockhoders's equity
increased  $19,000 to $8,910,000  at March 31, 2000 from  $8,891,000 at December
31, 1999.  The  increase wad due to net income of $39,000,  $19,000 of decreased
amortization  from the ESOP and RSP shares  offset by a decline  in  accumulated
other  comprehensive  income  of  $39,000.  The  decline  in  accumulated  other
comprehensive  income  resulted  from the  decline in the  market  values of the
Company's investment in available for sale securities.  Because of interest rate
volatility,  accumulated other  comprehensive  income and  stockholders'  equity
could  materially  fluctuate for each interim  period and year-end  period.  The
decrease in market  value of the  investment  securities  available  for sale is
considered  temporary  in nature and will not affect  the  Company's  net income
unless  the  securities  are sold.  The  Company  currently  plans to hold these
securities  until  maturity  or until  the  market  values  of these  securities
increase.  Accordingly,  the  Company  does  not  expect,  though  there  is  no
assurance,  that their  investment in these securities will affect net income in
future periods.

RESULTS OF OPERATIONS

         Net income increased  $33,000 for the three months ended March 31, 2000
to $39,000 from net income of $6,000 for the same period ended 1999.  Higher net
income for the current  period was  primarily  the result of higher net interest
income  and  lower  noninterest  expense  partially  offset  by  a  decrease  in
noninterest income.


                                       8

<PAGE>

          Net interest income  increased $29,000 to $374,000 for the three month
period  ended March 31,  2000 from  $345,000  for the same  period in 1999.  The
interest  rate spread for the three month  period ended March 31, 2000 was 2.32%
as compared to 2.19% for the same period in 1999.  The  improved  interest  rate
spread for the current  year  period was  primarily  the result of  management's
continued strategy to invest in higher yielding interest earning assets.

         Total interest income increased $55,000 to $774,000 for the three month
period  ended March 31, 2000 from  $719,000  for the same period in 1999.  Total
average  interest  rate yield on a tax  equivalent  basis for the  current  year
period was 6.98%  compared to 6.40% for the same period in 1999. The increase in
total interest income was primarily related to the increase in the total average
balance of loans  receivable  and investment  securities  offset by a decline in
average other interest bearing assets.

         Interest income on loans receivable  increased  $32,000 for the current
year three month  periods to $305,000 from $273,000 for the same period in 1999.
Such increase for the the current year period was due to the increase in average
net loan  originations of $2,351,000,  offset by a 37 basis point decline in the
average  interest  rate yield.  For the current  year three  month  period,  the
average  interest rate yield was 7.54%  compared to 7.91% for the same period in
1999.

         Taxable interest income on investment  securities increased $92,000 for
the current  year three  month  period to $192,000  from  $100,000  for the same
period in 1999. respectively.  Such increase for the the current year period was
due to increase in average  investment  securities  of  $5,734,000.  The average
interest  rate yield  remained  constant at 6.18% for the current year and prior
year three month periods.

          Other interest income declined  approximately  $84,000 for the current
year three month  period to $66,000  from  $150,000 for the same period in 1999.
Lower  interest  income for the current  year periods was  primarily  due to the
decline in the average  balance of interest  bearing  deposits in other banks of
$4,741,000.  Such  funds  were used to invest in  higher  yielding  assets.  The
average  interest  rate yield for the current  year three month period was 5.16%
compared to 4.75% for the same period in 1999.

         Interest  expense on deposits  increased  $27,000 to  $400,000  for the
three month  period  ended March 31, 2000 from  $373,000  for the same period in
1999. The cost of interest bearing liabilities increased 17 basis points for the
current  year three  month  period to 4.37% from 4.20% for same  period in 1999.
Regional interest rates on certificate of deposits increased slightly throughout
the latter part of 1999 and  management  matched such interest rates in order to
remain  competitive  with other banks in its market area.  Average cost of funds
for  certificate  of deposits  increased 26 basis  points for the current  three
month period to 5.31% from 5.05% for the same period in 1999. The average volume
of  interest  bearing  liabilities  for the  current  year  period has  remained
relatively stable.

         Total  noninterest  income  decreased  $18,000 to $37,000 for the three
month period ended March 31, 2000 from $55,000 for the same period in 1999.  The
prior year period  included  gains  relating to the sale of FHLMC stock totaling
$17,000.

         Total  noninterest  expense decreased $22,000 to $371,000 for the three
months ended March 31, 2000 from $393,000 for the same period in 1999. Occupancy
and equipment expense decreased

                                       9
<PAGE>

$10,000 due to significant cost savings obtained on annual equipment maintenance
contracts. Data processing expense decreased by $6,000 as year 2000 preparedness
expenditures decreased substantially in the first quarter of 2000 as compared to
the prior year period.  Professional  services  decreased $9,000 due to one-time
implementation  costs associated with employee benefit plans incurred during the
prior year period. Effective January 1, 2000, the FDIC reduced deposit insurance
premiums assessments.

LIQUIDITY AND CAPITAL RESOURCES

         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,  2000,  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 46.7%,  44.5%, 17.4% and 37.1%,
34.8%, 13.5%, respectively at March 31, 2000.

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,
                                                           2000      1999
                                                         --------  ---------
                                                       (Dollars in thousands)

    Loans on nonaccrual basis                              $ 106    $  117
    Loans past due 90 days or more and still accruing        137        32
                                                            ----      ----
    Total nonperforming loans                                243       149
                                                            ----      ----
    Nonperforming loans as a percent of total loans         1.48%     0.95%
                                                            ====      ====

    Nonperforming assets as a percent of total assets        .49%     0.31%
                                                            ====      ====

    Allowance for loan losses to nonperforming loans       57.69%    92.75%
                                                           =====     =====

                                       10
<PAGE>

         At March 31, 2000 and December 31, 1999, 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,  2000,  impaired  loans had no material  effect on the  Company's  financial
position or results of operations.

         During the three month  period ended March 31,  2000,  loans  increased
$737,000 while  nonperforming  loans increased $94,000.  During the current year
period, the allowance for loan losses increased $2,000.  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 continually evaluates the adequacy of the allowance for loan
losses,  which  encompasses  the  overall  risk  characteristics  of the various
portfolio  segments,  past  experience  with  losses,  the  impact  of  economic
conditions  on  borrowers  and  other  relevant  factors  which  may come to the
attention of management.  Although the Company  maintains its allowance for loan
losses at a level that it  considers  to be adequate to provide for the inherent
risk of loss in its loan portfolio, there can be no assurance that future losses
will not exceed estimated amounts or that additional  provisions for loan losses
will not be required in future periods.

                                       11
<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*
         10.4     SFSB Holding Company 1998 Stock Option Plan**
         10.5     Stanton Federal Savings Bank Restricted Stock Plan**
         27       Financial Data Schedule (electronic filing only)
         99       Independent's Accountant Review Report
       -------------------
       * 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.

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

                                       12
<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 12, 2000                  By:  /s/Barbara J. Mallen
                                         ---------------------------------------
                                         Barbara J. Mallen
                                         President and Chief Executive Officer
                                         Director

Date: May 12, 2000                  By:  /s/Joseph E. Gallagher
                                         ---------------------------------------
                                         Joseph E. Gallagher
                                         Senior Vice President/Director