OTS Docket Number 05016

                              PULASKI SAVINGS BANK
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       FEDERALLY-CHARTERED                                   22-1402632
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification Number)

130 Mountain Avenue, Springfield, New Jersey                    07081
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code         973-564-9000
                                                   -----------------------------

      Indicate  by check X whether  the  registrant  (1) has  filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for 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.

       (1)  Yes   X    No
               -------    -------
       (2)  Yes   X    No
               -------    -------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

As of July 31, 1999, 2,108,088 common shares, $.01 par value, were outstanding.
<PAGE>
                              PULASKI SAVINGS BANK

                                      INDEX
<TABLE>
<CAPTION>

                                                                                           Page
                                                                                          Number
                                                                                        ------------
<S>                             <C>                                                              <C>
PART I                     FINANCIAL INFORMATION

              Item 1.      Financial Statements

                                Statements of Financial Condition as of
                                 June 30, 1999 and December 31, 1998 (Unaudited)                 1


                                Statements of Income for the Six and
                                 Three Months Ended June 30, 1999 and 1998 (Unaudited)           2


                                Statements of Comprehensive Income for the Six and
                                  Three Months Ended June 30, 1999 and 1998 (Unaudited)          3


                                Statements of Cash Flows for the
                                 Six Months Ended June 30, 1999 and 1998 (Unaudited)         4 - 5


                                Notes to Financial Statements                                    6


              Item 2.      Management's Discussion and Analysis of
                             Financial Condition and Results of Operations                  7 - 13


              Item 3.      Quantitative and Qualitative Disclosures
                             About Market Risk                                                  14


PART II                    OTHER INFORMATION

              Item 1.      Legal Proceedings                                                    15
              Item 2.      Changes in Securities and Use of Proceeds                            15
              Item 3.      Defaults Upon Senior Securities                                      15
              Item 4.      Submission of Matters to a Vote of Security Holders                  15
              Item 5.      Other Information                                                    15
              Item 6.      Exhibits and Reports on Form 8-K                                     15

SIGNATURES                                                                                      16
</TABLE>
<PAGE>
                              PULASKI SAVINGS BANK
                        STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         June 30,           December 31,
Assets                                                                                    1999                 1998
------                                                                                  ----------          ----------
<S>                                                                                   <C>                  <C>
Cash and amounts due from depository institutions                                     $ 2,465,289          $ 2,336,949
Interest-bearing deposits in other banks                                                  751,586            2,377,613
Federal funds sold                                                                      6,450,000           18,650,000
                                                                                        ----------          ----------

     Cash and cash equivalents                                                          9,666,875           23,364,562

Term deposits                                                                             197,000              197,000
Trading account securities                                                              2,237,500             -
Securities available for sale                                                           5,774,730            5,642,498
Investment securities held to maturity                                                  6,946,679            6,946,353
Mortgage-backed securities held to maturity                                            54,526,294           55,728,490
Loans receivable                                                                      115,545,091          100,894,180
Real estate owned                                                                          49,822              130,626
Premises and equipment                                                                  4,051,811            3,862,532
Federal Home Loan Bank of New York stock                                                1,446,200            1,446,200
Accrued interest receivable                                                             1,032,246              971,566
Other assets                                                                              761,430              607,896
                                                                                          --------             -------

     Total assets                                                                   $ 202,235,678        $ 199,791,903
                                                                                    ==============       =============
Liabilities and stockholders' equity
------------------------------------

Liabilities
-----------

Deposits                                                                            $ 177,256,264        $ 174,808,024
Borrowed money                                                                            366,526              454,805
Advance payments by borrowers for taxes                                                   836,826              773,361
Other liabilities                                                                         582,894              950,124
                                                                                          --------             -------

     Total liabilities                                                                179,042,510          176,986,314
                                                                                      ------------         -----------
Stockholders' equity
--------------------

Preferred stock; $.01 par value, 5,000,000 shares
  authorized; issued and outstanding - none                                              -                           -
Common stock; $.01 par value, 10,000,000 shares
  authorized; issued and outstanding 2,108,088 shares                                      21,081               21,081
Paid-in-capital                                                                         9,850,183            9,854,730
Retained earnings - substantially restricted                                           14,249,231           14,029,016
Unearned Incentive Plan Award shares                                                     (504,878)            (581,054)
Unearned Employee Stock Ownership Plan ("ESOP") shares                                   (388,529)            (495,144)
Accumulated other comprehensive income - Unrealized (loss) on
  securities available for sale, net                                                      (33,920)             (23,040)
                                                                                          --------             --------

     Total stockholders' equity                                                        23,193,168           22,805,589
                                                                                       -----------          ----------

     Total liabilities and stockholders' equity                                     $ 202,235,678        $ 199,791,903
                                                                                    ==============       =============
</TABLE>
See notes to financial statements.

                                       1
<PAGE>
                              PULASKI SAVINGS BANK
                              STATEMENTS OF INCOME
                              --------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Six Months Ended                Three Months Ended
                                                                        June 30,                         June 30,
                                                              ------------------------------   ------------------------------
                                                                  1999            1998             1999            1998
                                                              --------------  --------------   --------------  --------------
<S>                                                             <C>             <C>              <C>             <C>
Interest income:
      Loans                                                     $ 4,247,712     $ 4,267,103      $ 2,187,222     $ 2,133,686
      Mortgage-backed securities held to maturity                 1,705,914       1,638,207          842,008         832,973
      Investment securities held to maturity                        187,545         296,367           96,615         134,768
      Securities available for sale                                 149,232         153,954           74,992          76,790
      Other interest-earning assets                                 383,272         369,625          153,075         209,935
                                                                    --------        --------         --------        -------

           Total interest income                                  6,673,675       6,725,256        3,353,912       3,388,152
                                                                  ----------      ----------       ----------      ---------

Interest expense:
      Deposits                                                    3,808,125       3,731,532        1,897,182       1,901,000
      Borrowed money                                                 17,948         136,054            8,563          43,739
                                                                     -------        --------           ------         ------

                                                                  3,826,073       3,867,586        1,905,745       1,944,739
                                                                  ----------      ----------       ----------      ---------

Net Interest Income                                               2,847,602       2,857,670        1,448,167       1,443,413
Provision for Loan Losses                                            61,000          63,000           36,000          29,000
                                                                     -------         -------          -------         ------
Net intrest income after
provision for loan losses                                         2,786,602       2,794,670        1,412,167       1,414,413
                                                                  ----------      ----------       ----------      ---------
Non-interest income:
      Fees and service charges                                       72,235          75,682           36,026          41,297
      Trading account income (loss)                                   3,548          55,628          (23,021)         28,003
      Gain on real estate owned                                       1,180         -                -               -
      Miscellaneous                                                   9,338           9,339            5,019           5,008
                                                                      ------          ------           ------          -----

           Total non-interest income                                 86,301         140,649           18,024          74,308
                                                                     -------        --------          -------         ------
</TABLE>
                                       2
<PAGE>
(continued)                   PULASKI SAVINGS BANK
                              STATEMENTS OF INCOME
                              --------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Six Months Ended                Three Months Ended
                                                                        June 30,                         June 30,
                                                              ------------------------------   ------------------------------
                                                                  1999            1998             1999            1998
                                                              --------------  --------------   --------------  --------------
<S>                                                             <C>             <C>              <C>             <C>

Non-interest expenses:
      Salaries and employee benefits                              1,276,728       1,243,917          638,350         640,237
      Occupancy expense of premises                                 194,407         142,671          102,019          70,196
      Equipment                                                     186,568         336,991           96,690         264,084
      Loss on real estate owned                                     -                 3,235          -                 1,582
      Advertising                                                    56,985           4,390           51,535           2,626
      Federal insurance premium                                      50,709          47,228           25,466          23,695
      Miscellaneous                                                 468,828         409,988          238,215         215,045
                                                                    --------        --------         --------        -------

           Total non-interest expenses                            2,234,225       2,188,420        1,152,275       1,217,465
                                                                  ----------      ----------       ----------      ---------

Income before income taxes                                          638,678         746,899          277,916         271,256
Income taxes                                                        267,293         294,340          105,000         109,000
                                                                   --------        --------         --------        -------

Net income                                                         $ 371,385      $ 452,559        $ 172,916       $ 162,256
                                                                   =========      =========        ==========      =========
Net income per common share:
      Basic/diluted                                                   $ 0.18         $ 0.22           $ 0.08          $ 0.08
                                                                      ======         ======           =======         ======
Weighted average number of
common shares outstanding:
      Basic/diluted                                                2,037,216      2,012,381        2,041,382       2,015,238
                                                                   =========      =========        ==========      =========
</TABLE>
See notes to financial statements.
                                      3
<PAGE>
                                               PULASKI SAVINGS BANK
                                        STATEMENTS OF COMPREHENSIVE INCOME
                                        ----------------------------------
                                                    (Unaudited)

<TABLE>
<CAPTION>
                                                            Six Months Ended                Three Months Ended
                                                                June 30,                         June 30,
                                                      ------------------------------   ------------------------------
                                                          1999            1998             1999            1998
                                                      --------------  --------------   --------------  --------------
<S>                                                       <C>             <C>              <C>             <C>
      Net income                                          $ 371,385       $ 452,559        $ 172,916       $ 162,256
      Other comprehensive income-unrealized
       holding (losses) on securities available
       for sale, net of income taxes                        (10,880)        (13,360)         (10,880)        (10,240)
                                                            --------        --------         --------        --------

      Comprehensive income                                $ 360,505       $ 439,199        $ 162,036       $ 152,016
                                                          ==========      ==========       ==========      =========

</TABLE>
See notes to financial statements.
                                       4
<PAGE>
                              PULASKI SAVINGS BANK
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Six Months Ended
                                                                                                        June 30,
                                                                                        -----------------------------------------
                                                                                              1999                   1998
                                                                                        ------------------     ------------------
<S>                                                                                             <C>                    <C>
 Cash flows from operating activities:
      Net income                                                                                $ 371,385              $ 452,559
      Adjustments to reconcile net income to
        net cash (used in) provided by operating activities:
         Depreciation and amortization of premises and equipment                                  129,428                 93,519
         Amortization of premiums and accretion of discounts, net                                  34,849                  4,057
         Accretion of deferred loan fees                                                         (127,695)              (241,147)
         Provision for loan losses                                                                 61,000                 63,000
         Purchase of trading account securities                                                (6,523,624)           (11,667,596)
         Proceeds from sales of trading account securities                                      4,289,672             11,723,224
         Realized gains on sale of trading account securities                                     (41,011)               (55,628)
         Unrealized loss of trading account securities                                             37,463                   -
         Gain on sale of real estate owned                                                         (3,226)                  -
         (Increase) in accrued interest receivable                                                (60,680)               (15,428)
         (Increase) in other assets                                                              (147,414)              (222,832)
         (Decrease) increase in accrued interest payable on deposits                              (70,395)                24,586
         (Decrease) increase in other liabilities                                                (367,230)               171,282
         ESOP shares committed to be released                                                     102,067                141,560
         Amortization of cost of stock contributed to Incentive Plan                               76,176                 76,176
                                                                                                   -------                ------

             Net cash (used in) provided by operating activities                               (2,239,235)               547,332
                                                                                               -----------               -------

 Cash flows from investing activities:
      Purchase of securities available for sale                                                  (149,232)              (153,954)
      Proceeds from maturities of investment securities held to maturity                        1,000,000              5,000,000
      Proceeds from call of investment securities held to maturity                              2,000,000                   -
      Purchase of investment securities held to maturity                                       (3,000,000)            (2,000,000)
      Purchases of mortgage-backed securities held to maturity                                (12,197,102)           (15,793,758)
      Principal repayments on mortgage backed securities held to maturity                      13,364,123             10,724,272
      Purchase of loans                                                                        (4,781,228)               (61,000)
      Net (increase) decrease in loan receivable                                               (9,842,807)             2,854,205
      Capitalized cost on real estate owned                                                       (10,003)                  -
      Proceeds from sale of real estate owned                                                     133,852                   -
      Additions to premises and equipment                                                        (318,707)              (305,310)
                                                                                                 ---------     ---------------------
</TABLE>
                                       5
<PAGE>
(continued)
                              PULASKI SAVINGS BANK
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Six Months Ended
                                                                                                        June 30,
                                                                                        -----------------------------------------
                                                                                              1999                   1998
                                                                                        ------------------     ------------------
<S>                                                                                             <C>                    <C>
             Net cash (used in) provided by investing activities                              (13,801,104)               264,455
                                                                                              ------------               -------

 Cash flows from financing activities:
      Net increase in deposits                                                                  2,518,635             10,461,008
      Net change in borrowed money                                                                (88,279)            (5,093,316)
      Net increase (decrease) in advance
        payments by borrowers for taxes                                                            63,465                (36,764)
      Cash dividends paid                                                                        (151,169)              (139,003)
                                                                                                 ---------              ---------

             Net cash provided by financing activities                                          2,342,652              5,191,925
                                                                                                ----------             ---------

 Net (decrease) increase in cash and cash equivalents                                         (13,697,687)             6,003,712
 Cash and cash equivalents - beginning                                                         23,364,562              6,429,709
                                                                                               -----------             ---------

 Cash and cash equivalents - ending                                                           $ 9,666,875           $ 12,433,421
                                                                                              ============          ============
</TABLE>
                                       6
<PAGE>
                                               PULASKI SAVINGS BANK
                                             STATEMENTS OF CASH FLOWS
                                             ------------------------
                                                    (Unaudited)
<TABLE>
<CAPTION>
                                                                                                    Six Months Ended
                                                                                                        June 30,
                                                                                        -----------------------------------------
                                                                                              1999                   1998
                                                                                        ------------------     ------------------
<S>                                                                                             <C>                    <C>
 Supplemental  disclosure of cash flow  information:
      Cash paid, net of refunds, during the period for:
         Income taxes                                                                           $ 227,588              $ 406,740
         Interest                                                                               3,896,468              3,891,611

 Supplemental schedule of noncash investing activities:
      Change in unrealized loss on securities
       available for sale, net of income taxes                                                    (10,880)               (13,360)

      Transfer of loans receivable to real estate owned                                            39,819              -
</TABLE>

See notes to financial statements.
                                       7
<PAGE>
                              PULASKI SAVINGS BANK
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

1.  BASIS OF PRESENTATION
-------------------------

The accompanying unaudited financial statements were prepared in accordance with
instructions for Form 10-Q and Regulation S-X and do not include  information or
footnotes necessary for a complete presentation of financial condition,  results
of operations,  and cash flows in conformity with generally accepted  accounting
principles.  However, in the opinion of management,  all adjustments (consisting
only of normal recurring  adjustments)  necessary for a fair presentation of the
financial statements have been included. The results of operations for the three
months and six months ended June 30, 1999, are not necessarily indicative of the
results which may be expected for the entire fiscal year.



2.   NET INCOME PER COMMON SHARE
--------------------------------

Basic net income per common  share is based on the  weighted  average  number of
common shares actually outstanding, adjusted for unearned shares of the ESOP and
the Incentive Plan.  Diluted net income per share is calculated by adjusting the
weighted  average  number of shares of common stock  outstanding  to include the
effect of potential  common shares.  Potential common shares related to unearned
incentive plan awards,  unearned ESOP shares and stock options were not dilutive
during the three months and six months ended June 30, 1999 and 1998.



3.   FORMATION OF STOCK HOLDING COMPANY
---------------------------------------

The Agreement and Plan of Reorganization was unanimously adopted by the Board of
Directors  on January  28, 1999  ("Plan of  Reorganization").  Under the Plan of
Reorganization  which was  completed on July 12, 1999,  the Bank became a wholly
owned  subsidiary of Pulaski  Bancorp,  Inc. (the "Stock  Holding  Company"),  a
federally-chartered  stock  holding  company,  a majority of the Common Stock of
which is now owned by the Mutual  Holding  Company,  the Bank's  current  mutual
holding company.  In the  Reorganization,  each outstanding share of Bank common
stock was converted into one share of Stock Holding Company common stock and the
holders of Bank common stock became the holders of all of the outstanding shares
of  Stock  Holding  Company  common  stock.  Accordingly,  as a  result  of  the
Reorganization,  the Bank's minority stockholders,  became minority stockholders
of the Stock Holding  Company and the Bank's  majority  stockholder,  the Mutual
Holding Company, became the majority stockholder of the Stock Holding Company.

After the  Reorganization,  the Bank will  continue  its  existing  business and
operations as a wholly owned  subsidiary  of the Stock  Holding  Company and the
consolidated   capitalization,   assets,   liabilities,   income  and  financial
statements,  and management of the Stock Holding Company  immediately  following
the  Reorganization  will  be  substantially  the  same  as  those  of the  Bank
immediately prior to consummation of the Reorganization.  The Charter and Bylaws
of the Bank will  continue in effect,  and will not be affected in any manner by
the Reorganization. The name "Pulaski Savings Bank" will continue to be utilized
by the Bank.  The corporate  existence of the Bank will continue  unaffected and
unimpaired by the Reorganization except that all of its outstanding stock is now
owned by the Stock Holding Company.
                                      8
<PAGE>
                              PULASKI SAVINGS BANK
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Discussion of Forward-Looking Statements

When used or  incorporated  by  reference  in  disclosure  documents,  the works
"anticipate",  "estimate",  "expect",  "project",  "target",  "goal" and similar
expressions   are  intended  to  identify   forward-looking   statements.   Such
forward-looking  statements  are  subject to certain  risks,  uncertainties  and
assumptions.  Should one or more of these risks or uncertainties materialize, or
should  underlying   assumptions  prove  incorrect,   actual  results  may  vary
materially  from those  anticipated,  estimated,  expected or  projected.  These
forward-looking  statements speak only as of the date of the document.  The Bank
expressly  disclaims  any  obligation  or  undertaking  to publicly  release any
updates  or  revisions  to any  forward-looking  statement  contained  herein to
reflect any change in the Bank's  expectation  with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.


Comparison of Financial Condition at June 30, 1999 and December 31, 1998

The Bank's assets at June 30, 1999 totalled $202.2 million,  which represents an
increase of $2.4 million or 1.2% as compared with $199.8 million at December 31,
1998.

Cash and cash  equivalents  decreased  $13.7 million or 58.6% to $9.7 million at
June 30, 1999 from $23.4  million at December 31, 1998,  primarily  reflecting a
$12.2 million decrease in federal funds sold. The decrease was used to fund loan
originations and purchases.

Term  deposits  at June 30, 1999 and  December  31,  1998  remained  the same at
$197,000.  Trading account securities of June 30, 1999 amounted to $2.2 million.
The  Bank  did not  have  trading  account  securities  at  December  31,  1998.
Securities  available  for sale at June 30, 1999  increased  $133,000 or 2.4% to
$5.8  million  when  compared  with $5.6  million at December  31,  1998,  which
resulted from purchases of securities available for sale.  Investment securities
held to maturity at June 30, 1999 and December 31, 1998  totalled  $6.9 million.
During the six months ended June 30, 1999, proceeds from calls and maturities of
investment  securities  held  to  maturity  totalled  $3.0  million,  offset  by
purchases of $3.0 million.

Mortgage-backed  securities  held to maturity  decreased $1.2 million or 2.2% to
$54.5  million at June 30, 1999 when  compared to $55.7  million at December 31,
1998. The decrease during the six months ended June 30, 1999 resulted  primarily
from repayments on mortgage-backed  securities of $13.4 million offset partially
by purchases of mortgage-backed securities of $12.2 million.

Net loans increased $14.6 million or 14.5% to $115.5 million at June 30, 1999 as
compared to $100.9  million at December  31, 1998.  The increase  during the six
months  ended June 30,  1999,  resulted  primarily  from loan  originations  and
purchases exceeding loan principal repayments.

Deposits at June 30, 1999 increased $2.5 million to $177.3 million when compared
with $174.8 million at December 31, 1998.

At June 30, 1999 and December 31, 1998,  borrowed money amounted to $367,000 and
$455,000, respectively.

Stockholders'  equity  totalled $23.2 million and $22.8 million at June 30, 1999
and December 31, 1998, respectively.
                                       9
<PAGE>
                              PULASKI SAVINGS BANK
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Comparison  of  Operating  Results for the Three  Months Ended June 30, 1999 and
1998

Net income increased $11,000 or 6.8% to $173,000 for the three months ended June
30, 1999 compared  with  $162,000 for the same 1998 period.  The increase in net
income during the 1999 period resulted from decreases in total interest expense,
non-interest  expenses and income taxes which were partially offset by decreases
in total interest  income and  non-interest  income combined with an increase in
provision for loan losses.

Interest  income on loans  increased by $53,000 or 2.5% to $2.19 million  during
the three months ended June 30, 1999 when compared with $2.13 million during the
same 1998 period.  The increase during the 1999 period resulted from an increase
of $10.8  million in the  average  balance of loans  outstanding  sufficient  to
offset a decrease of 64 basis points in the yield earned on the loan  portfolio.
Interest  on  mortgage-backed  securities  increased  $9,000 or 1.1% to $842,000
during the three months ended June 30, 1999 when  compared with $833,000 for the
same 1998 period.  The increase during the 1999 period resulted from an increase
in the  average  balance  of  mortgage-backed  securities  outstanding  of  $3.4
million,  which was  sufficient  to offset a decrease of 31 basis  points in the
yield  earned  thereon.  Interest  earned on  investment  securities,  including
available for sale and held to maturity  issues,  decreased  $40,000 or 18.9% to
$172,000 during the three months ended June 30, 1999 when compared with $212,000
for the same 1998 period.  The decrease  during the 1999 period  resulted from a
decrease  of $3.0  million  in the  average  balance  of  investment  securities
outstanding  which more than offset an increase of 12 basis  points in the yield
earned on such  securities.  Interest earned on other  interest-earning  assets,
which  includes  trading  account  securities  decreased  by $57,000 or 27.1% to
$153,000 during the three months ended June 30, 1999 when compared with $210,000
for the same 1998 period.  The decrease  during the 1999 period  resulted from a
decrease of $2.6 million in the average balance of other interest-earning assets
outstanding  accompanied  by a decrease of 66 basis  points in the yield  earned
thereon.

Interest  expense on deposits  decreased $4,000 or 0.2% to $1.897 million during
the three months ended June 30, 1999 when compared to $1.901  million during the
same 1998 period.  Such decrease  during the 1999 period was  attributable  to a
decrease  of 35 basis  points  in cost of  interest-bearing  deposits  which was
sufficient  to offset an  increase of $12.4  million in the  average  balance of
interest-bearing  deposits  outstanding.  Interest on borrowed money amounted to
$9,000  and  $44,000  during  the three  months  ended  June 30,  1999 and 1998,
respectively.  The decrease  during the 1999 period  resulted  primarily  from a
decrease of $2.7 million or 87.0%, in the average balance of borrowed money.

Net interest income  increased $5,000 or 0.3% to $1.448 million during the three
months ended June 30, 1999 when  compared  with $1.443  million  during the same
1998 period.  Such increase was due to a decrease in total  interest  expense of
$39,000,  which was sufficient to offset a decrease in total interest  income of
$34,000.  The Bank's net  interest  rate spread  decreased to 2.54% in 1999 from
2.58% in 1998.  The decrease in the interest rate spread in 1999 resulted from a
decrease  of 40 basis  points in the yield  earned on  interest-earning  assets,
which was more than  sufficient to offset a 36 basis point  decrease in the cost
of interest-bearing liabilities.

During the three months ended June 30, 1999 and 1998, the Bank provided  $36,000
and $29,000,  respectively,  for loan losses.  The  allowance for loan losses is
based on management's evaluation of the risks inherent in the loan portfolio and
gives due  consideration  to  changes in general  market  conditions  and in the
nature and volume of the Bank's loan  activity.  The Bank intends to continue to
provide for loan losses based on its periodic  review of the loan  portfolio and
general market conditions.
                                       10
<PAGE>
                              PULASKI SAVINGS BANK
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Comparison  of  Operating  Results for the Three  Months Ended June 30, 1999 and
1998 (Cont'd.)

Management  believes  that,  based  on  information  currently  available,   the
allowance  for loan losses is  sufficient  to cover losses  inherent in its loan
portfolio at this time. However, no assurance can be given that the level of the
allowance  for loan losses will be  sufficient  to cover  future  possible  loan
losses incurred by the Bank or that future adjustments to the allowance for loan
losses  will  not  be  necessary  if  economic  and  other   conditions   differ
substantially  from the  economic and other  conditions  used by  management  to
determine the current level of the allowance for loan losses.  Management may in
the future  increase the level of the  allowance for loan losses as a percentage
of total loans and  non-performing  loans in the event it increases the level of
commercial real estate,  multifamily, or consumer lending as a percentage of its
total loan portfolio.  In addition,  various regulatory agencies, as an integral
part of their examination  process,  periodically  review the allowance for loan
losses. Such agencies may require the Bank to provide additions to the allowance
based upon judgments  different from management.  At June 30, 1999 and 1998, the
Bank's non-performing loans, which were delinquent ninety days or more, totalled
$635,000  or .31% of total  assets  and $1.1  million  or .59% of total  assets,
respectively.  At June 30,  1999 and  1998,  all  non-performing  loans  were on
non-accrual status.

Non-interest  income  decreased by $56,000 or 75.7% to $18,000  during the three
months ended June 30, 1999 when compared to $74,000 during the same 1998 period.
The decrease  during the 1999 period resulted from decreases in fees and service
charges of $5,000 and in trading  account  income of  $51,000.  During the three
months ended June 30, 1999, the Bank  purchased  trading  account  securities of
$1.8  million  and did not  sell any  securities,  however,  unrealized  loss on
trading account securities amounted to $23,000.

Non-interest expenses decreased by $65,000, or 5.3%, to $1.15 million during the
three months ended June 30, 1999 when  compared  with $1.22  million  during the
same 1998 period. During the 1999 period,  increases in occupancy,  advertising,
federal  insurance  premium and  miscellaneous  expenses  of  $32,000,  $49,000,
$2,000, and $23,000,  respectively,  which were partially offset by decreases in
salaries  and  employee  benefits,  equipment  and loss on real estate  owned of
$2,000,  $167,000 and $2,000,  respectively,  when  compared  with the same 1998
period.  The increase in occupancy  expense is largely the result of the opening
of a new branch  location during the first quarter of 1999.  Equipment  expenses
during the 1998 period  included the cost incurred in connection with the change
in the Bank's outside computer service center.

Income taxes totalled  $105,000 and $109,000  during the three months ended June
30, 1999 and 1998, respectively.

Comparison of Operating Results for the Six Months Ended June 30, 1999 and 1998

Net income decreased  $82,000 or 18.1% to $371,000 for the six months ended June
30, 1999 compared  with  $453,000 for the same 1998 period.  The decrease in net
income during the 1999 period  resulted from decreases in total interest  income
and  non-interest  income  combined with an increase in  non-interest  expenses,
which were partially  offset by decreases in total interest  expense,  provision
for loan losses and income taxes.

Interest  income on loans  decreased by $19,000 or 0.5% to $4.248 million during
the six months ended June 30, 1999 when compared with $4.267  million during the
same 1998 period.  The decrease  during the 1999 period resulted from a decrease
of 55 basis points in the yield earned on the loan portfolio,

                                       11
<PAGE>
                              PULASKI SAVINGS BANK
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Comparison of Operating  Results for the Six Months Ended June 30, 1999 and 1998
(Cont'd.)

sufficient to offset an increase of $6.5 million in the average balance of loans
outstanding. Interest on mortgage-backed securities increased $68,000 or 4.2% to
$1.7 million  during the six months ended June 30, 1999 when  compared with $1.6
million for the same 1998 period.  The increase  during the 1999 period resulted
from  an  increase  in  the  average  balance  of   mortgage-backed   securities
outstanding  of $5.2  million,  which was  sufficient to offset a decrease of 34
basis  points  in the  yield  earned  thereon.  Interest  earned  on  investment
securities,  including available for sale and held to maturity issues, decreased
$113,000  or 25.1% to  $337,000  during the six months  ended June 30, 1999 when
compared  with $450,000 for the same 1998 period.  The decrease  during the 1999
period  resulted  from a 31 basis  point  decrease  in the yield  earned on such
securities,  accompanied by a decrease of $3.2 million in the average balance of
investment  securities  outstanding.  Interest earned on other  interest-earning
assets, which includes trading account securities,  increased by $13,000 or 3.5%
to  $383,000  during  the six  months  ended June 30,  1999 when  compared  with
$370,000 for the same 1998 period.  The increase during the 1999 period resulted
from  an   increase   of  $1.8   million  in  the   average   balance  of  other
interest-earning  assets  outstanding,  which more than  offset a decrease of 46
basis points in the yield earned thereon.

Interest  expense on deposits  increased  $76,000 or 2.0% to $3.8 million during
the six months ended June 30, 1999 when compared to $3.7 million during the same
1998  period.  Such  increase  during  the 1999  period was  attributable  to an
increase of $14.7 million in the average  balance of  interest-bearing  deposits
outstanding, which was sufficient to offset a decrease of 31 basis points in the
cost of  interest-bearing  deposits.  Interest  on  borrowed  money  amounted to
$18,000  and  $136,000  during  the six  months  ended  June 30,  1999 and 1998,
respectively.  The decrease  during the 1999 period  resulted  primarily  from a
decrease of $3.7 million or 89.9%, in the average balance of borrowed money.

Net interest income  decreased  $10,000 or 0.3% to $2.848 million during the six
months ended June 30, 1999 when  compared  with $2.858  million  during the same
1998 period.  Such  decrease was due to a decrease in total  interest  income of
$52,000,  which was sufficient to offset a decrease in total interest expense of
$42,000.  The Bank's net  interest  rate spread  decreased to 2.50% in 1999 from
2.60% in 1998.  The decrease in the interest rate spread in 1999 resulted from a
decrease  of 45 basis  points in the yield  earned on  interest-earning  assets,
which was more than  sufficient to offset a 35 basis point  decrease in the cost
of interest-bearing liabilities.

During the six months ended June 30, 1999 and 1998,  the Bank  provided  $61,000
and $63,000, respectively, for loan losses.

Non-interest  income  decreased  by $55,000  or 39.0% to $86,000  during the six
months  ended  June 30,  1999 when  compared  to  $141,000  during the same 1998
period.  The decrease during the 1999 period resulted from decreases in fees and
service  charges of $4,000 and trading  account income of $52,000  sufficient to
offset an increase of $1,000 in gain as real estate owned. During the six months
ended June 30, 1998,  the Bank  purchased  and sold  securities of $11.7 million
resulting  in income of $56,000 from such  trading.  During the six months ended
June 30, 1999,  the Bank purchased $6.5 million and sold $4.3 million in trading
securities,  resulting in a realized gains of $41,000,  and recorded  unrealized
losses on trading account securities of $37,000.

Non-interest expenses increased by $46,000, or 2.1%, to $2.23 million during the
six months ended June 30, 1999 when compared with $2.19 million  during the same
1998  period.  During  the 1999  period,  increases  in  salaries  and  employee
benefits, occupancy, advertising, federal insurance premium and

                                       12
<PAGE>
                              PULASKI SAVINGS BANK
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Comparison of Operating  Results for the Six Months Ended June 30, 1999 and 1998
(Cont'd.)

miscellaneous  expenses of  $33,000,  $51,000,  $53,000,  $3,000,  and  $59,000,
respectively,  which were partially offset by decreases in equipment and loss on
real estate owned of $150,000 and $3,000,  respectively,  when compared with the
same 1998 period. The increase in occupancy expense is largely the result of the
opening of a new branch  location  during the first  quarter of 1999.  Equipment
expenses  during the 1998 period  included the cost incurred in connection  with
the change of the Bank's outside computer service center.


Liquidity and Capital Resources

The Bank is required to maintain  minimum  levels of liquid assets as defined by
the Office of Thrift Supervision (the "OTS") regulations. The requirement, which
the OTS may vary from  time to time,  depending  upon  economic  conditions  and
deposit flows, is based upon a percentage of deposits and short-term borrowings.
The required ratio currently is 4.0%. The Bank's liquidity averaged 39.5% during
the month of June 1999.  The Bank adjusts its liquidity  levels in order to meet
funding  needs for deposit  outflows,  payment of real estate  taxes from escrow
accounts on mortgage loans, repayment of borrowings,  when applicable,  and loan
funding commitments. The Bank also adjusts its liquidity level as appropriate to
meet its asset/liability objectives.

The Bank's primary sources of funds are deposits,  amortization  and prepayments
of loans and  mortgage-backed  securities  principal,  maturities  of investment
securities  and  funds  provided  by  operations.   While   scheduled  loan  and
mortgage-backed   securities   amortization   and  maturing  term  deposits  and
investment securities are relatively predictable sources of funds, deposit flows
and loan and  mortgage-backed  securities  prepayments are greatly influenced by
market interest rates, economic conditions and competition.  The levels of these
assets are dependent on the Bank's operating,  financing,  lending and investing
activities during any given period. At June 30, 1999, interest-bearing deposits,
term  deposits,  federal funds sold and  securities  available for sale totalled
$13.2 million.  The Bank has other sources of liquidity if a need for additional
funds arises, including advances from the FHLB. At June 30, 1999, borrowed money
amounted to $367,000.

During  the six months  ended June 30,  1999 and 1998,  cash  dividends  paid on
common stock amounted to $151,000 and $139,000, respectively. The mutual holding
company waived its right to receive dividends. If the mutual holding company had
not waived its right to receive dividends, the amount of such dividends,  during
the three and six months  ended June 30,  1999,  would  have been  increased  by
$89,000 and $178,000, respectively.

The Bank  anticipates  that it will have sufficient  funds available to meet its
current loan commitments. At June 30, 1999, the Bank had outstanding commitments
to fund, originate and purchase loans of $31.4 million.  Certificates of deposit
scheduled  to  mature  in one  year or less at June  30,  1999,  totalled  $98.6
million.  Management  believes  that,  based upon its  experience and the Bank's
deposit flow history,  a  significant  portion of such deposits will remain with
the Bank.
                                       13
<PAGE>
                              PULASKI SAVINGS BANK
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Liquidity and Capital Resources (Cont'd.)

Under OTS  regulations,  three separate  measurements  of capital  adequacy (the
"Capital Rule") are required. The Capital Rule requires each savings institution
to maintain tangible capital equal to at least 1.5% and core capital equal to at
least 4.0% of its total adjusted assets.  The Capital Rule further requires each
savings  institution  to maintain  total  capital  equal to at least 8.0% of its
risk-weighted assets. The following table sets forth the Bank's capital position
at June 30, 1999 as compared to the minimum regulatory capital requirements:
<TABLE>
<CAPTION>
                                                                                                                To Be Well
                                                                                                             Capitalized Under
                                                                              Minimum Capital                Prompt Corrective
                                                  Actual                       Requirements                 Actions Provisions
                                       -----------------------------    ----------------------------    ----------------------------
                                          Amount           Ratio           Amount          Ratio           Amount          Ratio
                                       --------------    -----------    -------------    -----------    -------------    -----------
                                                                          (Dollars in Thousands)

<S>                                      <C>               <C>            <C>                <C>          <C>              <C>
Total Capital
 (to risk-weighted assets)               $ 24,211          24.69%         $ 7,843            8.00%        $ 9,804          10.00%

Tier 1 Capital
 (to risk-weighted assets)                 23,193          23.66%               -            -              5,882           6.00%

Core (Tier 1) Capital
 (to adjusted total assets)                23,193          11.47%           8,089            4.00%         10,112           5.00%

Tangible Capital
 (to adjusted total assets)                23,193          11.47%           3,034            1.50%               -         -

</TABLE>

Sale of Branch

On April 30, 1999,  the Bank entered into an agreement to sell  deposits held at
its  Harrison,  New Jersey  branch  office (the  "Branch") to another  financial
institution  (the  "Purchaser").  The  amount  to be  paid  by the  Bank  to the
Purchaser in  consideration  of the  assumption  by the Purchaser of the deposit
liabilities  shall equal the  outstanding  balances and accrued  interest on the
deposit  liabilities  as of the close of business on the closing date reduced by
the  adjustments.   The  adjustments  should  equal  the  deposit  premium  less
$22,000.00.  The deposit  premium shall be calculated as the product of 8.00% of
the deposit liabilities transferred as of the closing date.

The sale is subject to the  approval of the OTS. The closing is expected to take
place during the third quarter of 1999.  At June 30, 1999,  deposits held at the
Branch amounted to $6.7 million.

Impact of the Year 2000 Issue

The Year 2000 Issue is the result of computer  programs  being written using two
digits  rather  than four to  define  the  applicable  year.  Any of the  Bank's
computer  programs that would have date sensitive  software may recognize a date
during "00" as the year 1900 rather than the year 2000.  This could  result in a
system failure or miscalculations  causing disruptions of operations,  including
among other things a temporary inability to process  transactions,  or engage in
similar normal business activities.

                                       14
<PAGE>
                              PULASKI SAVINGS BANK
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

Impact of the Year 2000 Issue (Cont'd.)

Based on a recent  assessment,  the Bank has determined that it will be required
to modify or replace  portions of its software so that its computer systems will
properly  utilize dates beyond  December 31, 1999. The Bank  presently  believes
that with modifications to existing software and conversion to new software, the
year 2000 Issue can be mitigated. However, if such modifications and conversions
are not made, or are not  completed on a timely  basis,  the Year 2000 Issue may
have a material impact on the operations of the Bank.

The Bank now includes Year 2000 verbiage  requirements in its loan documentation
for large  borrowers.  Given the  composition of the Bank's loan portfolio which
consists  primarily of loans on  residential  properties  but also includes some
commercial  and mixed use  properties,  the Bank does not believe  that it has a
material amount of loans to individuals or entities that are susceptible to Year
2000 issues such that their  noncompliance with year 2000 issues will materially
affect their ability to repay such loans.

The Bank has also initiated  formal  communications  with all of its significant
suppliers and vendors to determine the extent to which the Bank is vulnerable to
those third parties'  failure to remediate their own Year 2000 issues.  The Bank
is in the process of reviewing the Year 2000  compliance of its third party data
processing  vendor.  The vendor has completed  both proxy and end to end testing
with the Bank and also with other third party  providers of services to the Bank
with minor exceptions. The Bank will perform further testing with this vendor.

At this time, the Bank is not aware of any problems that will lead to a material
loss of  revenue  related  to Year 2000  issue.  The Bank is in the  process  of
determining the costs and time  associated with the Year 2000 project.  The Bank
does not  expect  that the total  cost of the Year  2000  project  would  have a
material adverse impact on the financial condition or operations of the Bank. To
date, the Bank has incurred  approximately  $6,300 related to the assessment of,
and  preliminary  efforts  in  connection  with its Year  2000  project  and the
development  of a remediation  plan. It is  anticipated  that  additional  costs
related to Y2K compliance will not exceed $30,000.  These amounts do not include
internal  Y2K-related  costs  which are  primarily  payroll  costs which are not
separately  tracked.  The  Bank  has  completed  general  and  branch  operating
contingency  plans in the event of unforeseen  problems.  The contingency  plans
will be tested  during the third  quarter of 1999.  In the event that any of the
Bank's  major  customers,   significant  suppliers,  or  other  vendors  do  not
successfully  achieve  Year  2000  compliance  in a timely  manner,  the  Bank's
business or  operations  could be  adversely  affected.  The Bank has prepared a
contingency plan in the event that there are any system  interruptions.  As part
of the  contingency  plan, the Bank intends to engage  alternative  suppliers or
other vendors if its current significant suppliers or other vendors fail to meet
Year 2000 operating requirements. There can be no assurances, however, that such
plan or the  performances  by any of the Bank'  suppliers  and  vendors  will be
effective to remedy all potential problems.

                                       15
<PAGE>
                              PULASKI SAVINGS BANK
                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURES ABOUT MARKET RISK


The  ability to  maximize  net  interest  income is largely  dependent  upon the
achievement  of a positive  interest  rate spread that can be  sustained  during
fluctuations  in  prevailing  interest  rates.  Interest rate  sensitivity  is a
measure  of the  difference  between  amounts  of  interest-earning  assets  and
interest-bearing  liabilities  which  either  reprice  or mature  within a given
period of time. The difference,  or the interest rate repricing "gap",  provides
an indication of the extent to which an institution's  interest rate spread will
be affected by changes in interest rates. A gap is considered  positive when the
amount of  interest-rate  sensitive  assets exceeds the amount of  interest-rate
sensitive   liabilities,   and  is  considered   negative  when  the  amount  of
interest-rate   sensitive   liabilities  exceeds  the  amount  of  interest-rate
sensitive  assets.  Generally,  during a period  of  rising  interest  rates,  a
negative  gap within  shorter  maturities  would  adversely  affect net interest
income,  while a  positive  gap within  shorter  maturities  would  result in an
increase in net interest income,  and during a period of falling interest rates,
a negative  gap within  shorter  maturities  would  result in an increase in net
interest income while a positive gap within shorter maturities would result in a
decrease in net interest income.

Because the Bank's  interest-bearing  liabilities which mature or reprice within
short periods exceed its interest-earning  assets with similar  characteristics,
material and prolonged  increases in interest rates  generally  would  adversely
affect net interest income,  while material and prolonged  decreases in interest
rates generally would have a positive effect on net interest income.

The Bank's  current  investment  strategy is to  maintain an overall  securities
portfolio that provides a source of liquidity and that contributes to the Bank's
overall   profitability   and  asset  mix  within  given  quality  and  maturity
considerations.  The securities  portfolio is concentrated in U.S.  Treasury and
federal government agency securities providing high asset quality to the overall
balance  sheet  mix.  Securities   classified  as  available  for  sale  provide
management  with the  flexibility  to make  adjustments  to the portfolio  given
changes in the economic or interest rate environment,  to fulfill  unanticipated
liquidity needs, or to take advantage of alternative investment opportunities.

There have been no material  changes in information  regarding  qualitative  and
quantitative  disclosures  about  market  risk  as of June  30,  1999  from  the
information presented as of December 31, 1998.

                                       16
<PAGE>
                              PULASKI SAVINGS BANK

                           PART II . OTHER INFORMATION


ITEM 1. Legal Proceedings
        -----------------

         The Bank is not involved in any pending  legal  proceedings  other than
         routine legal proceedings occurring in the ordinary course of business,
         which involve amounts which in the aggregate are believed by management
         to be immaterial to the financial condition or operations of the Bank.


ITEM 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

         Not applicable.


ITEM 3. Defaults Upon Senior Securities
        -------------------------------

         Not applicable.


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

         This  information  was reported in the Bank's Form 10-Q for the quarter
         ended March 31, 1999.


ITEM 5. Other Information
        -----------------

         None

ITEM 6. Exhibits and Reports on Form 8-K
        ----------------------------------

         (a)   Exhibits:

                  3.1  Stock Charter of Pulaski Savings Bank *
                  3.2  Bylaws of Pulaski Savings Bank *
                 11.0  Statement regarding computation of per share earnings.

                 * Incorporated  herein by reference into this document from the
                   Exhibits  to Form  MHC-1,  Notice of Mutual  Holding  Company
                   Reorganization,  and any  amendments or  supplements  thereto
                   filed with the OTS on December 20, 1996.

         (b) Reports on Form 8-K:

                  None
                                       17