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

                                  FORM 10 - QSB

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

                  For the quarterly period ended June 30, 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 August 10, 2001: 573,805

<PAGE>

                              SFSB HOLDING COMPANY

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                         Page
                                                                                                        Number
                                                                                                        ------
<S>                    <C>                                                                       <C>

PART I  -  FINANCIAL INFORMATION

       Item 1.       Financial Statements

                     Consolidated Balance Sheet (Unaudited) as of                                           3
                         June 30, 2001 and December 31, 2000

                     Consolidated Statement of Income (Unaudited)
                         for the Six Months ended June 30, 2001 and 2000                                    4

                     Consolidated Statement of Income (Unaudited)
                         for the Three Months ended June 30, 2001 and 2000                                  5

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

                     Consolidated Statement of Cash Flows (Unaudited)
                         for the Six Months ended June 30, 2001 and 2000                                    7

                     Notes to Unaudited Consolidated Financial Statements                                 8 - 10

       Item 2.       Management's Discussion and Analysis of
                         Financial Condition and Results of Operations                                   11 - 15

PART II  -  OTHER INFORMATION

       Item 1.       Legal Proceedings                                                                      16

       Item 2.       Changes in Securities                                                                  16

       Item 3.       Default Upon Senior Securities                                                         16

       Item 4.       Submissions of Matters to a Vote of Security Holders                                   16

       Item 5.       Other Information                                                                      16

       Item 6.       Exhibits and Reports on Form 8 - K                                                  16 - 17

SIGNATURES                                                                                                  18
</TABLE>

<PAGE>
                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                   June 30,     December 31,
                                                                    2001            2000
                                                                ------------    ------------
<S>                                                           <C>             <C>
ASSETS
       Cash and due from banks                                  $    562,812    $    541,525
       Interest-bearing deposits in other banks                    4,950,443       2,946,420
                                                                ------------    ------------
       Cash and cash equivalents                                   5,513,255       3,487,945

       Certificates of deposit in other banks                        263,667         295,000
       Investment securities available for sale                    2,523,344       2,954,871
       Investment securities held to maturity (market
         value of $11,036,297 and $8,470,065)                     11,062,847       9,063,535
       Mortgage-backed securities available for sale               4,438,265       5,171,720
       Mortgage-backed securities held to maturity (market
         value of $11,701,827 and $10,252,897)                    11,624,748      10,594,864
       Loans receivable (net of allowance for loan losses
         of $177,009 and $171,009)                                19,160,299      18,887,161
       Accrued interest receivable                                   380,124         417,681
       Premises and equipment                                      1,460,559       1,355,199
       Federal Home Loan Bank stock                                  318,500         256,500
       Other assets                                                   90,350          31,196
                                                                ------------    ------------
             TOTAL ASSETS                                       $ 56,835,958    $ 52,515,672
                                                                ============    ============
LIABILITIES
       Deposits                                                 $ 42,660,714    $ 37,942,034
       FHLB Advances                                               5,000,000       5,000,000
       Advances by borrowers for taxes and insurance                 127,115         116,499
       Accrued interest payable and other liabilities                445,192         426,085
                                                                ------------    ------------
             TOTAL LIABILITIES                                    48,233,021      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                                  6,675,612       6,676,810
       Retained earnings - substantially restricted                3,464,068       3,506,353
       Accumulated other comprehensive income                        370,461         293,328
       Unallocated shares held by Employee Stock
         Ownership Plan (ESOP)                                      (377,520)       (406,560)
       Unallocated shares held by Restricted Stock Plan (RSP)       (181,313)       (201,431)
       Treasury stock (152,200 and 100,200 shares at cost)        (1,420,971)       (910,046)
                                                                ------------    ------------
             TOTAL STOCKHOLDERS' EQUITY                            8,602,937       9,031,054
                                                                ------------    ------------
             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 56,835,958    $ 52,515,672
                                                                ============    ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>


                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME


                                                   Three Months Ended June 30,
                                                        2001       2000
                                                      --------   --------

INTEREST INCOME
       Loans receivable                               $375,290   $323,521
       Interest-bearing deposits in other banks         77,211     65,460
       Investment securities
             Taxable                                   156,306    194,048
             Exempt from federal income tax              7,726     12,361
       Mortgage-backed securities                      280,346    225,312
                                                      --------   --------
             Total interest income                     896,879    820,702
                                                      --------   --------
INTEREST EXPENSE
       Deposits                                        438,363    411,463
       FHLB Advance                                     81,763          -
                                                      --------   --------
             Total interest expense                    520,126    411,463

NET INTEREST INCOME                                    376,753    409,239

       Provision for loan losses                         3,000      4,500
                                                      --------   --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    373,753    404,739
                                                      --------   --------
NONINTEREST INCOME
       Service fees on deposit accounts                 33,467     30,090
       Investment securities gains, net                138,060          -
       Other                                            14,198      8,602
                                                      --------   --------
             Total noninterest income                  185,725     38,692
                                                      --------   --------
NONINTEREST EXPENSE
       Compensation and employee benefits              222,550    194,955
       Occupancy and equipment                          52,740     48,745
       Data processing                                  59,190     63,787
       Professional services                            22,467     22,561
       Other                                            64,394     51,683
                                                      --------   --------
             Total noninterest expense                 421,341    381,731
                                                      --------   --------
       Income before income taxes                      138,137     61,700
       Income tax expense                               35,000          -
                                                      --------   --------
NET INCOME                                             103,137     61,700
                                                      ========   ========
EARNINGS PER SHARE:
             Basic                                    $   0.20   $   0.11
             Diluted                                      0.20       0.11


See accompanying notes to the unaudited consolidated financial statements.

                                       4
<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME

                                                       Six Months Ended June 30,
                                                            2001         2000
                                                      ----------   ----------
INTEREST INCOME
       Loans receivable                               $  740,779   $  628,038
       Interest-bearing deposits in other banks          147,523      131,012
       Investment securities
             Taxable                                     335,288      385,860
             Exempt from federal income tax               15,707       24,093
       Mortgage-backed securities                        556,136      425,982
                                                      ----------   ----------
             Total interest income                     1,795,433    1,594,985
                                                      ----------   ----------
INTEREST EXPENSE
       Deposits                                          860,090      811,607
       FHLB Advance                                      162,627            -
                                                      ----------   ----------
             Total interest expense                    1,022,717      811,607

NET INTEREST INCOME                                      772,716      783,378

       Provision for loan losses                           6,000        6,500
                                                      ----------   ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES      766,716      776,878
                                                      ----------   ----------
NONINTEREST INCOME
       Service fees on deposit accounts                   59,851       59,591
       Investment securities gains, net                  138,060            -
       Other                                              34,629       16,259
                                                      ----------   ----------
             Total noninterest income                    232,540       75,850
                                                      ----------   ----------
NONINTEREST EXPENSE
       Compensation and employee benefits                438,750      393,894
       Occupancy and equipment                           103,759       99,635
       Data processing                                   116,705      110,810
       Professional services                              47,100       47,757
       Other                                             118,248      100,194
                                                      ----------   ----------
             Total noninterest expense                   824,562      752,290
                                                      ----------   ----------
       Income before income taxes                        174,694      100,438
       Income tax expense                                 55,300            -
                                                      ----------   ----------
NET INCOME                                               119,394      100,438
                                                      ==========   ==========
EARNINGS PER SHARE:
             Basic                                    $     0.22   $     0.18
             Diluted                                        0.22         0.18

See accompanying notes to the unaudited consolidated financial statements.

                                       5

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

<TABLE>
<CAPTION>
                                                              Accumulated
                                                                 Other     Unallocated Unallocated               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>        <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                                             119,394                                                    119,394  $119,394
Other comprehensive income:
  Unrealized gain on
    available for
    sale securities,
    net of taxes
    of $39,735                                                     77,133                                          77,133    77,133
                                                                                                                           --------
Comprehensive income                                                                                                       $196,527
                                                                                                                           ========
RSP shares released                                                                       20,118                   20,118
ESOP shares released                        (1,198)                            29,040                              27,842
Cash dividends
  ($.30 per share)                                    (161,679)                                                  (161,679)
Purchase treasury stock                                                                              (510,925)   (510,925)
                              -------   ----------  ----------   --------   ---------  ---------  -----------  ----------
Balance, June 30, 2001        $72,600   $6,675,612  $3,464,068   $370,461   $(377,520) $(181,313) $(1,420,971) $8,602,937
                              =======   ==========  ==========   ========   =========  =========  ===========  ==========

Components of comprehensive income:
Change in net unrealized gain on
    investment securities held for sale                                                           $   168,253
Realized gains included in net income,
    net of taxes of $49,940                                                                           (91,120)
                                                                                                  -----------
Total                                                                                             $    77,133
                                                                                                  ===========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       6
<PAGE>

                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                    Six Months Ended June 30,
                                                                       2001           2000
                                                                   -----------    -----------
<S>                                                              <C>            <C>
OPERATING ACTIVITIES
Net income                                                         $   119,394    $   100,438
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
       Provision for loan losses                                         6,000          6,500
       Depreciation and amortization                                    97,610         87,820
       Investment securities gains, net                               (138,060)             -
       Decrease in accrued interest receivable                          37,557          4,189
       Other, net                                                      (81,041)        34,159
                                                                   -----------    -----------
       Net cash provided by operating activities                        41,460        233,106
                                                                   -----------    -----------
INVESTING ACTIVITIES
Decrease in certificates of deposits                                    31,333        563,366
Investment securities available for sale:
       Purchases                                                       (42,509)       (43,761)
       Maturities and repayments                                       500,000         21,663
       Proceeds from sales                                             140,000              -
Investment securities held to maturity:
       Purchases                                                    (5,000,000)             -
       Maturities and repayments                                     3,000,688        527,966
Mortgage-backed securities available for sale:
       Maturities and repayments                                       822,418        319,944
Mortgage-backed securities held to
   maturity:
       Purchases                                                    (2,512,813)    (2,007,695)
       Maturities and repayments                                     1,484,189        730,443
Net increase in loans receivable                                      (279,138)    (1,718,619)
Purchase of Federal Home Loan Bank stock                               (62,000)       (10,900)
Purchase of premises and equipment                                    (155,010)        (5,569)
                                                                   -----------    -----------
       Net cash used for investing activities                       (2,072,842)    (1,623,162)
                                                                   -----------    -----------
FINANCING ACTIVITIES
Net increase in deposits                                             4,718,680        445,224
Net increase in advances by borrowers
   for taxes and insurance                                              10,616         33,696
Purchase of treasury stock                                            (510,925)      (170,456)
Cash dividends paid                                                   (161,679)       (91,877)
                                                                   -----------    -----------
       Net cash provided by financing activities                     4,056,692        216,587
                                                                   -----------    -----------
       Increase (decrease) in cash and cash  equivalents             2,025,310     (1,173,469)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                            3,487,945      5,065,675
                                                                   -----------    -----------
CASH AND CASH EQUIVALENTS
                AT END OF PERIOD                                   $ 5,513,255    $ 3,892,206
                                                                   ===========    ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
       Interest on deposits and
          borrowings                                               $   950,540    $   806,562
       Income taxes                                                    222,800         29,600
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       7
<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 six  months  ended  June 30,  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  are no  convertible  securities  which  would  affect  the  numerator  in
calculating  basic and  diluted  earnings  per share;  therefore,  net income as
presented  on  the  Consolidated  Statements  of  Income  will  be  used  as the
numerator. The following table sets forth a reconciliation of the denominator of
the basic and diluted earnings per share computation.

                                       8
<PAGE>

                                                    Six Months  Three Months
                                                      Ended        Ended
                                                     June 30,     June 30,
                                                      2001         2001
                                                    ---------   ----------

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

Average treasury stock shares                       (131,965)    (147,975)

Average unearned ESOP and RSP shares                 (57,567)     (56,678)
                                                    ---------   ----------
Weighted-average common shares and
  common stock equivalents used to
  calculate basic earnings per share                 536,473      521,352

Additional common stock equivalents
  (nonvested RSP) used to calculate
  diluted earnings per share                              86        1,075

Additional common stock equivalents
  (stock options) used to calculate
  diluted earnings per share                           2,343        6,337
                                                    ---------   ----------
Weighted-average common shares and
  common stock equivalents used
  to calculate diluted earnings per share            538,902      528,764
                                                    =========   ==========


There were no dilutive effects for the six or three-month periods ended June 30,
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 six-months ended June 30,
2001, this activity is shown under the heading Comprehensive Income as presented
in the  Consolidated  Statement  of Changes  in  Stockholders'  Equity.  For the
six-months ended June 30, 2000,  comprehensive  income totaled $27,328.  For the
three-months ended June 30, 2001 and 2000,  comprehensive income totaled $60,586
and $27,713, respectively.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, Business Combinations,  effective for
all business combinations initiated after June 30, 2001, as well as all business
combinations  accounted for by the purchase method that are completed after June
30, 2001. The new statement  requires that the purchase  method of accounting be
used   for   all   business   combinations   and   prohibits   the  use  of  the
pooling-of-interests method. The adoption of

                                       9
<PAGE>

Statement  No. 141 is not  expected to have a material  affect on the  Company's
financial position or results of operations.

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142, Goodwill and Other Intangible Assets,  effective for fiscal years beginning
after December 15, 2001.  The new statement  changes the accounting for goodwill
from an amortization method to an impairment-only  approach.  Thus, amortization
of goodwill,  including  goodwill recorded in past business  combinations,  will
cease upon adoption of this Statement.  The adoption of Statement No. 142 is not
expected  to have a  material  affect on the  Company's  financial  position  or
results of operations.

                                       10
<PAGE>


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


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2001 AND DECEMBER 31, 2000

At June 30, 2001, consolidated total assets totaled $56,836,000,  an increase of
$4,320,000 or 8.2% from  $52,516,000  at December 31, 2000.  Deposits  increased
$4,719,000  or 12.4%  during the first  half of 2001 and  provided  funds  which
increased liquidity as cash and cash equivalents rose $2,025,000 or 58.1%.

Total investment and mortgage-backed  securities  available for sale and held to
maturity of $29,649,000 at June 30, 2001 increased  slightly from $27,785,000 at
December 31, 2000 as the funding from deposit  growth coupled with proceeds from
maturities and principal  repayments were primarily invested in U.S.  Government
agency  obligations.  During the  second  quarter  of 2001,  approximately  $5.0
million of such purchases with maturities  between 10 and 15 years occurred.  In
the first  quarter of 2001,  management  focused on  supplementing  loan  demand
primarily  by  lengthening  the  maturities  of  the  investment   portfolio  by
purchasing   approximately  $2.5  million  of  higher  yielding  mortgage-backed
securities.

The increase in deposits to  $42,661,000  at June 30, 2001 from  $37,942,000  at
December  31,  2000,  resulted  primarily  from an increase in  certificates  of
deposit of $3,649,000 or 18.1%. Of the total deposit growth, $1,294,000 occurred
during the  second  quarter  of 2001.  Management  attributes  the  increase  in
certificates of deposits to be the result of pricing such products competitively
in response to the local market area. In addition,  the Company began offering a
statement  savings  account  product  during the second quarter of 2001. At this
time there has been minimal impact in comparison to the overall deposit growth.

Stockholder's equity decreased to $8,603,000 at June 30, 2001 from $9,031,000 at
December  31,  2000.  The  decrease  in  stockholders'  equity  was  due  to the
repurchase of 52,000 shares of the Company's stock during the period for a total
amount of $511,000,  coupled with a cash dividend of $162,000.  Offsetting  this
decrease  was net  income of  $119,000  and an  increase  in  accumulated  other
comprehensive  income of $77,000 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 SIX AND THREE
MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000

Net income for the  six-months  ended June 30, 2001 of $119,000  increased  from
$100,000  for the same period ended 2000.  Basic and diluted  earnings per share
rose slightly to $.22 per share for 2001 from $.18 per share in 2000. Net income
for the three-months  ended June 30, 2001 of $103,000 increased from $62,000 for
the same period ended 2000,  while basic and diluted  earnings per share rose to
$.20 per share in 2001 from $.11 per share in

                                       11
<PAGE>

2000. For the current six and  three-month  periods,  net income  increased as a
result of  investment  securities  gains of $138,000 that was offset by a slight
decline  in  net  interest  income  and an  increase  in tax  expense  from  the
utilization of all remaining tax operating loss carryforwards in 2000.

Net  interest  income  for the six  months  ended  June 30,  2001 was  $773,000,
compared to $783,000  for the same period  ended 2000.  Interest  income for the
first half of 2001 was rose $200,000 and was  influenced  mainly by increases in
interest earned on  mortgage-backed  securities and loans receivable of $131,000
and  $113,000,  respectively,  while offset by  decreases in interest  earned on
investment  securities of $59,000.  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 $1.1 million, respectively. Growth in these higher yielding products
stimulated  a 12  basis  point  increase  in the tax  equivalent  yield on total
interest  earning  assets to 6.82% for the  six-months  ended June 30, 2001 from
6.70% for the same 2000 period.

Interest expense increased $211,000 or 26.0% to $1,023,000 during the first half
of 2001,  as  compared  to the same  period in 2000.  The  increase in the rates
related to the cost of funds  accounted  for  $41,000 as the cost of these funds
rose to 4.84% for the  six-months  ended  June 30,  2001 from 4.39% for the same
2000 period.  The higher cost of funds  primarily  resulted from $5.0 million in
Federal  Home Loan Bank  borrowings  coupled  with an  increase in rates paid on
certificates of deposit  products.  The remainder of the increase  resulted from
the increase in the volume of average interest-bearing  liabilities,  which rose
$5.3 million to $42.3  million due largely to the increase in time  certificates
of deposit as deposits were attracted during 2001 through a competitive  pricing
strategy employed by the Company.

Net interest income decreased  $32,000 or 7.9% for the  three-months  ended June
30, 2001 as  compared  to the same 2000  period.  The  fluctuations  in interest
income were the result of increases in interest-earning  assets of $5.4 million,
in general,  and  mortgage-backed  securities,  in specific,  for those  reasons
enumerated  above.  Interest  expense for the three  months  ended June 30, 2001
increased  $109,000 to $520,000 as compared to the same 2000 period. For reasons
previously  discussed,  the average balance of certificates of deposit increased
$1.1  million  while the cost of funds  for this  product  rose 21 basis  points
during this same time period. Furthermore,  the higher cost of Federal Home Loan
Bank borrowings contributed to the overall cost of funds increasing to 4.83% for
the three months ended June 30, 2001 from 4.42% for the same 2000 period.

Noninterest  income increased $157,000 and $147,000 for the six and three-months
ended June 30,  2001,  respectively,  as compared to the same period ended 2000.
This  increase was primarily  attributable  to  investment  securities  gains of
$138,060  recognized in the second quarter of 2001 from the sale of Federal Home
Loan Mortgage  Corporation  stock. In addition,  there were nominal increases in
numerous other income accounts.

                                       12
<PAGE>

Total  noninterest  expenses  increased  $72,000  and  $40,000  for  the six and
three-months ended June 30, 2001,  respectively,  as compared to the same period
ended 2000.  Compensation and employee  benefits  increased $45,000 and $28,000,
respectively,  primarily as a result of hiring additional employees coupled with
normal merit raises. Additionally,  other expenses increased $18,000 and $13,000
for the six and  three-months  ended  June 30,  2001,  as  compared  to the same
periods ended 2000. Such increases  primarily  consisted of the use of temporary
staffing services,  increased mailings detailing new regulatory legislation,  as
well as smaller dollar  increases in numerous other expense accounts that result
from increased transaction activity from operating a larger organization.

Income  tax  expense of  $55,000  and  $35,000  was  recognized  for the six and
three-months  ending June 30, 2001 due to the  utilization of 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 June 30, 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 37.6%,  35.9%, 14.6% and 33.6%, 31.9%,
12.9%, respectively at June 30, 2001.

                                       13
<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.
                                                   June 30,  December 31,
                                                    2001        2000
                                                  ---------   ---------
                                                  (Dollars in thousands)

Loans on nonaccrual basis                         $     519   $    382
Loans past due 90 days or more and still accruing         7          8
                                                    -------    -------

Total nonperforming loans                               526        390
                                                    -------    -------

Nonperforming loans as a percent of total loans        2.75%      2.05%
                                                    =======    =======

Nonperforming assets as a percent of total assets       .93%      0.74%
                                                    =======    =======

Allowance for loan losses to nonperforming loans      33.65%     43.85%
                                                    =======    =======

At June 30, 2001 and December 31, 2000, no real estate or other assets were held
as foreclosed or repossessed property.

Of the  non-performing  loan total,  $279,000 is  considered  to be impaired for
financial  reporting  purposes.  These  impaired loans consist of two commercial
loans to a single  borrower,  secured by real  estate.  As part of  management's
ongoing  assessment  of the loan  portfolio,  $56,000 of the  allowance for loan
losses at June 30, 2001,  has been  allocated for these loans.  During the first
half of 2001, the borrower made payments on these loans totaling $5,000,  all of
which was  recorded as  interest  income.  Management  believes  the  underlying
collateral, supporting these loans, adequately secures the Company.

During the six month period ended June 30, 2001, loans increased  $279,000 while
nonperforming loans increased $136,000.  The allowance for loan losses increased
$6,000  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

                                       14
<PAGE>

made up of one to four family residential mortgages. The collateral requirements
on such loans  reduce the risk of  potential  losses to an  acceptable  level in
management's opinion.

The allowance for loan losses represents the amount that management estimates is
adequate to provide for probable losses  inherent in the loan  portfolio,  as of
the balance sheet date. The  relationship  between the allowance for loan losses
and  outstanding  loans is a  function  of the  credit  quality  and known  risk
attributed to the loan  portfolio.  The on-going loan review  program and credit
approval  process is used to determine  the adequacy of the  allowance  for loan
losses.

                                       15
<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

         The following  represents the results of matters submitted to a vote of
         the sharesholders at the annual meeting held on April 17, 2001:

         Election of a Director for term to expire in 2005:
         Barbara J. Mallen  was elected  by the following vote::

         For:                  436,567
         Votes Withheld:        62,700


         S.R. Snodgrass A.C.was selected as the Company's independent auditors
         for the fiscal year 2001 by the following vote:

         For:                  451,067
         Against:               20,750
         Votes Abstaining:      27,450

ITEM  5.  Other Information

             None

ITEM  6.  Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>

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

              <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*


                                       16
<PAGE>

                           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.

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

                                       17

<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: August 13, 2001               By: /s/Barbara J. Mallen
                                        ----------------------------------------
                                        Barbara J. Mallen
                                        President and Chief
                                        Executive Officer/Director


Date: August 13, 2001               By: /s/Joseph E. Gallagher
                                        ----------------------------------------
                                        Joseph E. Gallagher
                                        Senior Vice President/Director



                                       18