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 September 30, 2002

      -----
              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                   (IRS Employer Identification No.)
 of 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 November 10, 2002: 494,485


<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
                            September 30, 2002 and December 31, 2001

                        Consolidated Statement of Income (Unaudited)
                            for the Nine Months ended September 30, 2002 and 2001                   4

                        Consolidated Statement of Income (Unaudited)
                            for the Three Months ended September 30, 2002 and 2001                  5

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

                        Consolidated Statement of Cash Flows (Unaudited)
                            for the Nine Months ended September 30, 2002 and 2001                   7

                        Notes to Unaudited Consolidated Financial Statements                        8

      Item 2.       Management's Discussion and Analysis of
                            Financial Condition and Results of Operations                           13

      Item 3.       Controls and Procedures                                                         18

PART II  -  OTHER INFORMATION

      Item 1.       Legal Proceedings                                                               19

      Item 2.       Changes in Securities                                                           19

      Item 3.       Default Upon Senior Securities                                                  19

      Item 4.       Submissions of Matters to a Vote of Security Holders                            19

      Item 5.       Other Information                                                               19

      Item 6.       Exhibits and Reports on Form 8 - K                                              19

SIGNATURES                                                                                          21

</TABLE>

<PAGE>
                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               September 30,   December 31,
                                                                    2002            2001
                                                               ------------    ------------
<S>                                                          <C>             <C>
ASSETS
      Cash and due from banks                                  $    483,619    $    522,521
      Interest-bearing deposits in other banks                    6,887,136       6,386,630
                                                               ------------    ------------

      Cash and cash equivalents                                   7,370,755       6,909,151

      Certificates of deposit in other banks                        166,000         266,000
      Investment securities available for sale                    5,002,922       4,271,945
      Investment securities held to maturity (market
        value of $2,947,904 and $5,947,521)                       2,913,403       5,904,739
      Mortgage-backed securities available for sale               1,981,739       3,306,389
      Mortgage-backed securities held to maturity (market
        value of $9,347,935 and $11,830,672)                      8,953,918      11,693,260
      Loans receivable (net of allowance for loan losses
        of $203,471 and $183,009)                                23,742,134      21,085,269
      Accrued interest receivable                                   268,320         284,926
      Premises and equipment                                      1,560,256       1,556,222
      Federal Home Loan Bank stock                                  328,600         318,500
      Other assets                                                  245,994         353,624
                                                               ------------    ------------

           TOTAL ASSETS                                        $ 52,534,041    $ 55,950,025
                                                               ============    ============

LIABILITIES
      Deposits                                                 $ 41,858,996    $ 44,209,873
      FHLB Advances                                               3,000,000       3,000,000
      Advances by borrowers for taxes and insurance                  37,720          83,545
      Accrued interest payable and other liabilities                581,959         451,698
                                                               ------------    ------------

           TOTAL LIABILITIES                                     45,478,675      47,745,116
                                                               ------------    ------------

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                                  6,700,674       6,680,317
      Retained earnings - substantially restricted                3,113,170       3,547,338
      Accumulated other comprehensive income                        112,138         160,119
      Unallocated shares held by Employee Stock
        Ownership Plan (ESOP)                                      (304,920)       (348,480)
      Unallocated shares held by Restricted Stock Plan (RSP)       (145,609)       (175,786)
      Treasury stock (231,520 and 191,470 shares at cost)        (2,492,687)     (1,731,199)
                                                               ------------    ------------

           TOTAL STOCKHOLDERS' EQUITY                             7,055,366       8,204,909
                                                               ------------    ------------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 52,534,041    $ 55,950,025
                                                               ============    ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>
                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Nine Months Ended September 30,
                                                          2002           2001
                                                      -----------    -----------
<S>                                                 <C>            <C>
INTEREST INCOME
       Loans receivable                               $ 1,332,348    $ 1,120,616
       Interest-bearing deposits in other banks            66,509        196,715
       Investment securities
            Taxable                                       302,508        556,965
            Exempt from federal income tax                  9,187         22,898
       Mortgage-backed securities                         587,031        801,513
                                                      -----------    -----------
            Total interest income                       2,297,583      2,698,707
                                                      -----------    -----------

INTEREST EXPENSE
       Deposits                                           825,986      1,300,583
       FHLB Advance                                       148,298        245,289
                                                      -----------    -----------
            Total interest expense                        974,284      1,545,872
                                                      -----------    -----------

NET INTEREST INCOME                                     1,323,299      1,152,835

       Provision for loan losses                           22,000          9,000
                                                      -----------    -----------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES     1,301,299      1,143,835
                                                      -----------    -----------

NONINTEREST INCOME
       Service fees on deposit accounts                    79,667         89,499
       Investment securities gains (losses)                (5,955)       199,638
       Other                                               37,068         46,058
                                                      -----------    -----------
            Total noninterest income                      110,780        335,195
                                                      -----------    -----------

NONINTEREST EXPENSE
       Compensation and employee benefits                 719,603        651,202
       Occupancy and equipment                            115,324        157,668
       Data processing                                    179,687        174,375
       Professional services                               63,733         69,998
       Merger                                              92,561             --
       Other                                              166,109        179,483
                                                      -----------    -----------
            Total noninterest expense                   1,337,017      1,232,726
                                                      -----------    -----------

       Income before income taxes                          75,062        246,304
       Income tax expense                                  49,648         77,853
                                                      -----------    -----------

NET INCOME                                                 25,414        168,451
                                                      ===========    ===========

EARNINGS PER SHARE:
            Basic                                     $      0.06    $      0.32
            Diluted                                          0.05           0.31
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       4
<PAGE>
                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months Ended September 30,
                                                         2002         2001
                                                      ---------    ---------
<S>                                                 <C>          <C>
INTEREST INCOME
       Loans receivable                               $ 521,788    $ 379,837
       Interest-bearing deposits in other banks          26,764       49,192
       Investment securities
            Taxable                                      40,908      221,677
            Exempt from federal income tax                2,167        7,191
       Mortgage-backed securities                       171,539      245,377
                                                      ---------    ---------
            Total interest income                       763,166      903,274
                                                      ---------    ---------

INTEREST EXPENSE
       Deposits                                         249,621      440,493
       FHLB Advance                                      50,335       82,662
                                                      ---------    ---------
            Total interest expense                      299,956      523,155

NET INTEREST INCOME                                     463,210      380,119

       Provision for loan losses                         12,000        3,000
                                                      ---------    ---------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES     451,210      377,119
                                                      ---------    ---------

NONINTEREST INCOME
       Service fees on deposit accounts                  28,499       29,648
       Investment securities gains (losses), net         (1,250)      61,578
       Other                                              8,673       11,429
                                                      ---------    ---------
            Total noninterest income                     35,922      102,655
                                                      ---------    ---------

NONINTEREST EXPENSE
       Compensation and employee benefits               243,793      212,452
       Occupancy and equipment                           38,098       53,909
       Data processing                                   66,494       57,670
       Professional services                             18,596       22,898
       Merger                                            92,561           --
       Other                                             59,770       61,235
                                                      ---------    ---------
            Total noninterest expense                   519,312      408,164
                                                      ---------    ---------

       Income before income taxes                       (32,180)      71,610
       Income tax expense                                 8,974       22,553
                                                      ---------    ---------

NET INCOME                                              (41,154)      49,057
                                                      =========    =========

EARNINGS PER SHARE:
            Basic                                     $   (0.09)   $    0.10
            Diluted                                       (0.09)        0.09
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       5

<PAGE>


                                      SFSB HOLDING COMPANY
                       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                           (Unaudited)

<TABLE>
<CAPTION>

                                                           Accumulated
                                                             Other       Unallocated   Unallocated              Total       Compre-
                                  Additional                 Compre-       Shares        Shares                 Stock-      hensive
                          Common   Paid-in      Retained     hensive       Held by       Held by    Treasury    holders'     Income
                          Stock    Capital      Earnings     Income         ESOP           RSP        Stock     Equity       (Loss)
                         -------  ----------   ---------   -----------   ------------  ----------   --------   ---------- ----------
<S>                     <C>      <C>         <C>          <C>           <C>           <C>        <C>          <C>
Balance,
  December 31, 2001      $72,600  $6,680,317  $3,547,338   $  160,119    $(348,480)    $(175,786) $(1,731,199) $8,204,909

Net income                                        25,414                                                           25,414 $  25,414
Other comprehensive
loss:
  Unrealized loss
    on available for
    sale securities,
    net of tax benefit
    of $24,717                                                (47,981)                                            (47,981)  (47,981)
                                                                                                                          ---------
Comprehensive income
(loss)                                                                                                                    $ (22,567)
                                                                                                                          =========
RSP shares released                                                                       30,177                   30,177
ESOP shares released                  20,357                                43,560                                 63,917
Cash dividends
  ($.30 per share)                              (459,582)                                                        (459,582)
Purchase treasury stock                                                                              (761,488)   (761,488)
                         -------  ----------  ----------   ----------    ---------     ---------  -----------  ----------

Balance,
  September 30, 2002     $72,600  $6,700,674  $3,113,170   $  112,138    $(304,920)    $(145,609) $(2,492,687) $7,055,366
                         =======  ==========  ==========   ==========    =========     =========  ===========  ==========


Components of                                                                                    September 30,
comprehensive income:                                                                                 2002
                                                                                                  -----------
Change in net
  unrealized loss on
  investment securities
  held for sale                                                                                   $   (51,911)
Realized loss included
  in net income,
  net of tax benefit
  of $2,025                                                                                             3,930
                                                                                                  -----------
Total                                                                                             $   (47,981)
                                                                                                  ===========

</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       6
<PAGE>

                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Nine Months Ended September 30,
                                                                       2002           2001
                                                                   -----------    -----------
<S>                                                              <C>            <C>
OPERATING ACTIVITIES
Net income                                                         $    25,414    $   119,394
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
      Provision for loan losses                                         22,000          6,000
      Depreciation and amortization                                    126,469         97,610
      Investment securities losses (gains), net                          5,955       (138,060)
      Decrease in accrued interest receivable                           16,606         37,557
      Other, net                                                       262,480        (81,041)
                                                                   -----------    -----------

      Net cash provided by operating activities                        458,924         41,460
                                                                   -----------    -----------

INVESTING ACTIVITIES
Increase in certificates of deposits                                   100,000         31,333
Investment securities available for sale:
      Purchases                                                     (1,090,469)       (42,509)
      Maturities and repayments                                         51,250        500,000
      Proceeds from sales                                              225,050        140,000
Investment securities held to maturity:
      Purchases                                                       (503,750)    (5,000,000)
      Maturities and repayments                                      3,494,629      3,000,688
Mortgage-backed securities available for sale:
      Maturities and repayments                                      1,328,279        822,418
Mortgage-backed securities held to
   maturity:
      Purchases                                                       (587,800)    (2,512,813)
      Maturities and repayments                                      3,328,637      1,484,189
Net increase in loans receivable                                    (2,678,865)      (279,138)
Purchase of Federal Home Loan Bank stock                               (10,100)       (62,000)
Purchase of premises and equipment                                     (36,409)      (155,010)
                                                                   -----------    -----------

      Net cash provided by (used for) investing activities           3,620,452     (2,072,842)
                                                                   -----------    -----------

FINANCING ACTIVITIES
Net increase (decrease) in deposits                                 (2,350,877)     4,718,680
Net increase (decrease) in advances by borrowers
   for taxes and insurance                                             (45,825)        10,616
Purchase of treasury stock                                            (761,488)      (510,925)
Cash dividends paid                                                   (459,582)      (161,679)
                                                                   -----------    -----------

      Net cash provided by (used for) financing activities          (3,617,772)     4,056,692
                                                                   -----------    -----------

      Increase in cash and cash  equivalents                           461,604      2,025,310

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                            6,909,151      3,487,945
                                                                   -----------    -----------

CASH AND CASH EQUIVALENTS
             AT END OF PERIOD                                      $ 7,370,755    $ 5,513,255
                                                                   ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
      Interest on deposits and
         borrowings                                                $   979,480    $   950,540
      Income taxes                                                     111,699        222,800

</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 nine months ended  September 30, 2002 are not  necessarily
indicative of the results to be expected for the fiscal year ended  December 31,
2002 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, 2001,  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>

                                                       Three Months Ended
                                                         September 30,
                                                     ----------------------
                                                        2002        2001
                                                      --------    --------

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

Average treasury stock shares                         (226,470)   (155,446)

Average unearned ESOP and RSP shares                   (45,721)    (54,521)
                                                       -------     -------

Weighted-average common shares and
  common stock equivalents used to
  calculate basic earnings per share                   453,814     516,038

Additional common stock equivalents
  (nonvested RSP) used to calculate
  diluted earnings per share                                --       1,737

Additional common stock equivalents
  (stock options) used to calculate
  diluted earnings per share                                --       9,595
                                                       -------     -------

Weighted-average common shares and
  common stock equivalents used
  to calculate diluted earnings per share              453,814     527,370
                                                      ========    ========


                                       9

<PAGE>




                                                      Nine Months Ended
                                                         September 30,
                                                  --------------------------
                                                    2002              2001
                                                  --------          --------

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

Average treasury stock shares                     (225,068)         (139,878)

Average unearned ESOP and RSP shares               (45,320)          (56,287)
                                                  --------          --------

Weighted-average common shares and
  common stock equivalents used to
  calculate basic earnings per share               455,617           529,840

Additional common stock equivalents
  (nonvested RSP) used to calculate
  diluted earnings per share                         3,192               637

Additional common stock equivalents
  (stock options) used to calculate
  diluted earnings per share                        19,591             4,760
                                                  --------          --------

Weighted-average common shares and
  common stock equivalents used
  to calculate diluted earnings per share          478,400           535,237
                                                  ========          ========



NOTE 3 - COMPREHENSIVE INCOME

The components of comprehensive  income consist  exclusively of unrealized gains
and losses on available for sale securities. For the nine months ended September
30,  2002,  this  activity is shown under the  heading  Comprehensive  Income as
presented in the Consolidated  Statement of Changes in Stockholders' Equity. For
the nine months ended September 30, 2001, comprehensive income totaled $162,415.
For the three  months  ended  September  30, 2002 and 2001,  comprehensive  loss
totaled $77,652 and $34,112, respectively.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

In July, 2001, the Financial  Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (FAS)  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.  FAS No. 141 also

                                       10

<PAGE>

specifies  criteria  which  must  be met for  intangible  assets  acquired  in a
purchase  method  business  combination to be recognized and reported apart from
goodwill.  The  adoption  of FAS No. 141 did not have a  material  effect on the
Company's financial position or results of operations.

On January  1,  2002,  the  Company  adopted  FAS No.  142,  Goodwill  and Other
Intangible Assets, effective for fiscal years beginning after December 15, 2001.
This 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. However, this new statement did not amend FAS No. 72, Accounting
for  Certain  Acquisitions  of Banking or Thrift  Institutions,  which  requires
recognition and amortization of unidentified  intangible  assets relating to the
acquisition  of  financial  institutions  or  branches  thereof.  The  FASB  has
undertaken a limited scope project to reconsider the provisions of FAS No. 72 in
2002 and has issued an exposure draft of a proposed  statement,  Acquisitions of
Certain  Financial  Institutions,  that would remove  acquisitions  of financial
institutions  from the  scope  of FAS No.  72.  The  adoption  of this  proposed
statement would require all goodwill originating from acquisitions that meet the
definition of a business  combination  as defined in Emerging  Issues Task Force
Issue ("EITF") No. 98-3 to be discontinued.  The adoption of FAS No. 142 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

In August 2001,  the FASB issued FAS No. 143,  Accounting  for Asset  Retirement
Obligations,  which  requires  that the fair value of a liability be  recognized
when  incurred for the  retirement  of a  long-lived  asset and the value of the
asset  be  increased  by that  amount.  The  statement  also  requires  that the
liability be maintained at its present value in subsequent  periods and outlines
certain  disclosures  for such  obligations.  The new statement takes effect for
fiscal  years  beginning  after June 15, 2002.  The adoption of this  statement,
which is effective January 1, 2003, is not expected to have a material effect on
the Company `s financial statements.

On January  1,  2002,  the  Company  adopted  FAS No.  144,  Accounting  for the
Impairment  or Disposal of Long-Lived  Assets.  FAS 144  supercedes  FAS 121 and
applies  to  all  long-lived  assets  (including  discontinued  operations)  and
consequently    amends   APB    Opinion   No.   30,    Reporting    Results   of
Operations-Reporting the Effects of Disposal of a Segment of a Business. FAS 144
requires that  long-lived  assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell. The adoption of FAS
No. 144 did not have a material effect on the Company's financial statements.

In April 2002, the FASB issued FAS No. 145,  "Recission of FASB Statement No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical  Corrections".  FAS
No.  145  rescinds  FAS  No.  4,  which  required  all  gains  and  losses  from
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item, net of related income tax effect. As a result, the criteria
in  Opinion  30 will  now be used to  classify  those  gains  and  losses.  This
statement   also  amends  FASB  FAS  No.  13  to  require  that


                                     11
<PAGE>

certain lease modifications that have economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
This statement  also makes  technical  corrections  to existing  pronouncements,
which are not substantive but in some cases may change accounting practice.  FAS
No. 145 is effective for transactions occurring after May 15, 2002. The adoption
of FAS  No.  145 did not  have a  material  effect  on the  Company's  financial
position or results of operations.

In July 2002, the FASB issued FAS No. 146,  Accounting for Costs Associated with
Exit or  Disposal  Activities,  which  requires  companies  to  recognize  costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. This statement replaces
EITF Issue No. 94-3,  Liability  Recognition  for Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity  (Including  Certain Costs Incurred
in a  Restructuring).  The new statement  will be effective for exit or disposal
activities  initiated  after  December  31,  2002,  the adoption of which is not
expected to have a material effect on the Company's financial statements.

On  October 1,  2002,  the FASB  issued  FAS No.  147,  Acquisitions  of Certain
Financial Institutions,  effective for all business combinations initiated after
October 1, 2002. This Statement addresses the financial accounting and reporting
for the  acquisition  of all or part of a  financial  institution,  except for a
transaction  between  two or more mutual  enterprises.  This  Statement  removes
acquisitions of financial  institutions,  other than transactions between two or
more mutual  enterprises,  from the scope of FAS No. 72,  Accounting for Certain
Acquisitions of Banking or Thrift  Institutions,  and FASB Interpretation No. 9,
Applying  APB Opinions  No. 16 and 17 When a Savings and Loan  Association  or a
Similar Institution Is Acquired in a Business  Combination  Accounted for by the
Purchase Method. The acquisition of all or part of a financial  institution that
meets the  definition  of a business  combination  shall be accounted for by the
purchase method in accordance with FAS No. 141, Business  Combinations,  and FAS
No. 142,  Goodwill and Other  Intangible  Assets.  This  Statement also provides
guidance on the accounting for the impairment or disposal of acquired  long-term
customer-relationship    intangible    assets    (such   as    depositor-    and
borrower-relationship   intangible  assets  and  credit  cardholder   intangible
assets),  including  those acquired in  transactions  between two or more mutual
enterprises.  The adoption of FAS No. 147 did not have a material  effect on the
Company's financial position or results of operations.

NOTE 5 -MERGER

On September 12, 2002, the Company entered into a definitive  agreement to merge
with Laurel Capital Group, Inc.  ("Laurel),  with the Bank merging into Laurel's
subsidiary,  Laurel  Savings  Bank.  The agreement is subject to approval by the
regulatory  authorities  and the Company's  shareholders.  The merger  agreement
provides  for  an  all-cash   transaction   valued  at  $19.05  per  share,   or
approximately  $9.7  million in total and is expected to be  consummated  in the
first quarter of 2003.

                                       12
<PAGE>

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

OVERVIEW

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.  These
risks and  uncertainties  should be  considered in  evaluating  forward  looking
statements and undue reliance should not be placed on such statements.

On September 12, 2002,  Laurel  Capital  Group,  Inc.,  the holding  company for
Laurel  Savings  Bank,  and SFSB Holding  Company (the  "Company"),  the holding
company for Stanton  Federal Savings Bank (the "Bank"),  announced  jointly that
they have entered  into a definitive  agreement  (the  "Agreement")  under which
Laurel  Capital  Group,  Inc.  and  the  Company  would  merge  in  an  all-cash
transaction  valued at $19.05 per share, or approximately $9.7 million in total.
Under the terms of the Agreement,  the Company will merge with SFSB  Acquisition
Corp., a wholly-owned subsidiary of Laurel Capital Group, Inc. and the Bank will
merge with Laurel  Savings Bank.  The  transaction is subject to approval by the
Company's  shareholders  and  applicable  regulatory  authorities.  The  parties
currently  expect the  transactions  to be  consummated  in the first quarter of
2003.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

At September 30, 2002,  consolidated assets totaled  $52,534,000,  a decrease of
$3,416,000  or 6.1% from  $55,950,000  at December  31, 2001.  Additionally,  at
September 30, 2002,  liabilities totaled $45,479,000,  a decrease of $2,266,000,
or 4.8%,  from  $47,745,000 at December 31, 2001.  Funds from the repayments and
maturities  of investment  and  mortgage-backed  securities  of  $3,546,000  and
$4,657,000, respectively, were utilized to originate net loans of $2,679,000, as
well as meet deposit withdrawals of $2,351,000.

Total investment and mortgage-backed  securities  available for sale and held to
maturity were  $18,852,000  at September 30, 2002 and  represented a decrease of
$6,324,000  or 25.1% from  $25,176,000  at December  31,  2001.  The  investment
activity has primarily  resulted in the repayment and maturity of investment and
mortgage-backed  securities  during  the  current  period,  in view of the lower
interest rate environment during the year.

Net loans  receivable at September 30, 2002 increased 12.6% to $23,742,000  from
$21,085,000  at  December  31,  2001.   Such  increases  were   concentrated  in
one-to-four  family real estate  mortgages  and were the result of  management's
pursuit and

                                       13
<PAGE>

development  of quality loan growth.  As of September 30, 2002,  the Company has
additional commitments to fund loans of $2,685,000.

Deposits at September 30, 2002  decreased to  $41,859,000  from  $44,210,000  at
December 31, 2001,  and resulted  primarily from a decrease in  certificates  of
deposit of  $3,853,000  or 16.1%.  The decrease in  certificates  of deposit was
partially  offset by an increase  in savings  deposits  of  $1,163,000  or 9.0%.
Management   attributes  the  decrease  in  certificates  of  deposits  and  the
corresponding increase in savings deposits to be the result of restructuring the
portfolio for such products in response to the current interest rate climate.

Stockholder's  equity  decreased  to  $7,055,000  at  September  30,  2002  from
$8,205,000 at December 31, 2001. The decrease in stockholders' equity was due to
the  repurchase of 40,050 shares of the Company's  stock during the period for a
total amount of $761,000,  coupled with a cash dividend of $460,000.  Offsetting
this  decrease  was net income of $25,000 and the  amortization  of ESOP and RSP
shares totaling $94,000.

COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE NINE AND THREE  MONTHS  ENDED
SEPTEMBER 30, 2002 AND 2001

Net income for the nine months  ended  September  30, 2002 of $25,000  decreased
from  $168,000  for the same  period  ended  2001.  Diluted  earnings  per share
decreased  to $.06 per share for 2002 from $.31 per share in 2001.  Net loss for
the three months ended  September 30, 2002 of $41,000  decreased from net income
of $49,000 for the same period  ended 2001.  Diluted  earnings  (loss) per share
decreased to $(.09) per share for 2002 from $.09 per share in 2001.

Net interest income for the nine months ended September 30, 2002 was $1,323,000,
compared to $1,153,000 for the same period ended 2001.  Interest income declined
$401,000  and  resulted  from   decreases  in  interest   earned  on  investment
securities,  mortgage-backed  securities and interest-bearing  deposits in other
banks of $268,000, $214,000, and $130,000,  respectively, while partially offset
by an increase in interest  earned on loans  receivable  of  $212,000.  Interest
income  fluctuations  were driven by  reductions  in both volume and rate during
2002 as compared to 2001. The average  balances of  mortgage-backed,  investment
securities and other interest  earning assets decreased  $3,194,000,  $1,813,000
and $1,002,000,  respectively.  Additionally,  the tax equivalent  yield on such
products  dropped  significantly as a result of the overall  declining  interest
rate  environment.  This  combined  effect  resulted  in a  decrease  in the tax
equivalent  yield on interest  earning assets to 6.04% for the nine months ended
September  30,  2002 from 6.76% for the same 2001  period.  Somewhat  offsetting
these reductions in interest income was an increase of $3,351,000 million in the
average balance of loans  receivable.  The investment  securities  called during
2001  coupled  with the decline in the  interest  rate  environment  during 2001
primarily reduced the aforementioned yielding assets.

                                       14
<PAGE>

Interest expense  decreased  $572,000 or 37.0% to $974,000 for 2002, as compared
to $1,546,000  for 2001. The cost of funds declined to 3.12% for the nine months
ended September 30, 2002 from 4.79% for the same 2001 period.  The lower cost of
funds primarily  resulted from a restructuring of the deposit product  portfolio
rates to reflect the overall lower interest rate environment.  Also contributing
to the overall  decrease in interest  expense was a shift in funding  sources of
approximately $2.0 million from more costly Federal Home Loan Bank borrowings to
lower costing savings accounts in November of 2001.

Net interest  income for the three months ended September 30, 2002 was $463,000,
compared to $380,000 for the same period ended 2001.  Interest  income  declined
$140,000  and  resulted  from   decreases  in  interest   earned  on  investment
securities,  mortgage-backed  securities, and interest-bearing deposits in other
banks of $186,000, $74,000, and $22,000, respectively, while partially offset by
an increase in interest earned on loans receivable of $142,000.  Interest income
fluctuations  were driven by  reductions  in both volume and rate during 2002 as
compared to 2001. As noted  previously,  an overall  declining  interest earning
asset base during this period coupled with a declining rate environment resulted
in a decrease in the tax  equivalent  yield on interest  earning assets to 6.10%
for the three  months  ended  September  30,  2002 from  6.63% for the same 2001
period.  Somewhat offsetting these reductions in interest income was an increase
of $3.4  million  in the  average  balance  of loans  receivable.  As  discussed
previously,  the  investment  securities  called  during 2001  coupled  with the
decline in the  interest  rate  environment  during 2001  primarily  reduced the
aforementioned yielding assets.

Interest expense  decreased  $223,000 or 42.7% to $300,000 for 2002, as compared
to $523,000 for 2001.  The cost of funds  declined to 2.95% for the three months
ended September 30, 2002 from 4.74% for the same 2001 period.  The lower cost of
funds was previously discussed above.

Based upon management's  continuing  evaluation of 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,  the provision for loan
losses increased  $13,000 and $9,000,  respectively,  for the current nine month
and three month periods ended September 30, 2002 as compared to the same periods
in  2001.  This  fluctuation  resulted  from  management  downgrading  one  loan
classification  to  doubtful  from  special  mention.  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. See "Risk Elements."

Noninterest  income decreased $224,000 and $67,000 for the nine and three months
ended  September  30,  2002,  as compared to the same  period  ended 2001.  This
fluctuation  can be  primarily  attributed  to gains on the sale of Federal Home
Loan Mortgage Corporation stock in 2001.

                                       15
<PAGE>

Total  noninterest  expenses  increased  $58,000 and $65,000,  respectively,  to
$1,290,000  and  $473,000,  respectively,  for the nine and three month  periods
ended September 30, 2002 as compared to the same period ended 2001. The increase
in total noninterest  expense for the nine months ended September 30, 2002 was a
result  of an  increase  in  compensation  and  employee  benefit  expense,  and
professional services,  offset by a decrease in occupancy and equipment expense.
Additionally,  the  increase in  noninterest  expense for the three months ended
September  30,  2002 was a result of an increase in  compensation  and  employee
benefit expense, professional services, data processing, and miscellaneous other
expenses, offset again by a decrease in occupancy and equipment expense.

In the nine and three months ended September 30, 2002, compensation and employee
benefits expense  increased $68,000 and $31,000 primarily due to the recognition
of employee  stock  ownership  shares at a higher  average  market  price of the
Company's stock as compared to the prior 2001 period,  coupled with normal merit
raises.  Merger related  expenses for various  professional  services of $93,000
were recognized in the third quarter of 2002. Data processing expenses increased
$5,000 and $9,000,  respectively,  for the nine and three months ended September
30, 2002 as compared to 2001 as a result of a rate increase for outsourcing such
services.  Occupancy  and  equipment  expenses  decreased  $42,000 and  $16,000,
respectively  for  September  30,  2002 as  compared  to 2001.  Included  in the
comparable 2001 periods was depreciation  expense for the main office equipment.
The  equipment  was  fully  depreciated  in  November  2001.  Similarly,   other
noninterest expense for the comparable 2001 periods included costs in connection
with the Bank's  remodeling of its branch office.  Such remodeling was completed
in October 2001.

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.

                                       16
<PAGE>

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 September 30, 2002, 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 29.6%,  28.6%, 13.3% and 29.0%, 28.0%,
12.9%, respectively at September 30, 2002.

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.

                                                  September 30,   December 31,
                                                     2002            2001
                                                  -------------   ------------

(Dollars in thousands)

Loans on nonaccrual basis                          $     408        $    453
Loans past due 90 days or more and still accruing         28              99
                                                    --------        --------

Total nonperforming loans                                436             552
                                                    --------        --------

Nonperforming loans as a percent of total loans         1.82%           2.90%
                                                    ========        ========

Nonperforming assets as a percent of total assets        .83%           1.05%
                                                    ========        ========

Allowance for loan losses to nonperforming loans       46.67%          33.15%
                                                    ========        ========

At September 30, 2002 and December 31, 2001, 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

                                       17
<PAGE>

loan portfolio,  $70,000 of the allowance for loan losses at September 30, 2002,
has  been  allocated  for  these  loans.   Management  believes  the  underlying
collateral, supporting these loans, adequately secures the Company.

During the nine month period ended  September  30, 2002,  total loans  increased
$2,677,000 while nonperforming loans decreased $116,000.  The allowance for loan
losses increased $20,000 during this same period and the percentage of allowance
for loan losses to loans outstanding remained relatively stable at approximately
..86%.  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.

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.  However,  there can be no assurance  that the allowance for loan losses
will be  adequate  to cover  losses  that may be realized in the future and that
additional provisions for losses will not be required.

Item 3.  Controls and Procedures
-------  -----------------------

         (a) Evaluation of disclosure  controls and  procedures.  Based on their
             --------------------------------------------------
evaluation  as of a date  within 90 days of the  filing  date of this  Quarterly
Report  on  Form  10-QSB,  the  Registrant's  principal  executive  officer  and
principal  financial  officer have  concluded that the  Registrant's  disclosure
controls and procedures (as defined in Rules  13a-14(c) and 15d-14(c)  under the
Securities  Exchange Act of 1934 (the  "Exchange  Act")) are effective to ensure
that  information  required to be  disclosed  by the Company in reports  that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.

         (b) Changes in internal controls.  There were no significant changes in
             ----------------------------
the Registrant's  internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

                                       18
<PAGE>
                              SFSB HOLDING COMPANY
                           PART II - OTHER INFORMATION


   ITEM  1.  Legal Proceedings

             None

   ITEM  2.  Changes in Securities

             None

   ITEM  3.  Defaults upon Senior Securities

             None

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

             None

   ITEM  5.  Other Information

             None

   ITEM  6.  Exhibits and Reports on Form 8-K

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

          (a)  List of Exhibits:

                2.1     Agreement and Plan of Reorganization*****
                3(i)    Articles of Incorporation of SFSB Holding Company*
                3(ii)   Amended Bylaws of SFSB Holding Company**
               10.1     Directors Consultant and Retirement Plan*
               10.3     Employment Agreement with Barbara J. Mallen*
               10.4     SFSB Holding Company 1998 Stock Option Plan***
               10.5     Stanton Federal Savings Bank Restricted Stock Plan***
               10.6     2001 Supplemental Retirement Plan for the Benefit of
                           Senior Officers****
               10.7     Employment Agreement with Joseph E. Gallagher****
               99.0     Review Report of Independent Accountants
               99.1     Certification Pursuant to 18 U.S.C. Section 1350,
                           as Adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act 0f 2002.

          (b)  On September  12,  2002,  the  Registrant  filed a Form 8-K dated
               September  12, 2002,  to announce a definitive  merger  agreement
               with  Laurel  Capital   Group,   Inc.


                                       19
<PAGE>

---------------------
*    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 Form 10-QSB for the quarter  ended March
     31, 2001 and filed with the SEC on May 14, 2001.

***  Incorporated by reference to the Proxy Statement for the Special Meeting on
     October 20, 1998 and filed with SEC on September 14, 1998.

**** Incorporated  by reference  to the Form 10-KSB for the year ended  December
     31, 2001 and filed with the SEC on March 28, 2002.

*****Incorporated  by  reference to the Form 8-K filed with the SEC on September
     13, 2002.

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


                                       20
<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: November 13, 2002                       By: /s/ Barbara J. Mallen
                                                  ------------------------------
                                                  Barbara J. Mallen
                                                  President and Chief Executive
                                                  Officer/Director


Date: November 13, 2002                       By: /s/ Joseph E. Gallagher
                                                  ------------------------------
                                                  Joseph E. Gallagher
                                                  Senior Vice President/Director


                                       21
<PAGE>

                                  CERTIFICATION
         Pursuant to Section 302 of the Securities Exchange Act of 1934

I, Barbara J. Mallen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of SFSB Holding Company.
("the Registrant").

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  Registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

(a) designed  such  disclosure  controls and  procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

(b) evaluated the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report ("the Evaluation Date"); and

(c) presented in this quarterly report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons fulfilling the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the issuer's internal controls; and


<PAGE>

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 13, 2002                             /s/ Barbara J. Mallen
                                                         -----------------------
                                                         Barbara J. Mallen
                                                         President



<PAGE>

                                  CERTIFICATION
         Pursuant to Section 302 of the Securities Exchange Act of 1934

I, Joseph E. Gallagher, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of SFSB Holding Company.
("the Registrant").

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.  The  Registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

(a) designed  such  disclosure  controls and  procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

(b) evaluated the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report ("the Evaluation Date"); and

(c) presented in this quarterly report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons fulfilling the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the issuer's internal controls; and


<PAGE>

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 13, 2002                             s/ Joseph E. Gallagher
                                                        ------------------------
                                                        Joseph E. Gallagher
                                                        Chief Financial Officer