WSB HOLDING CO
8-K/A, 2000-05-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                  May 11, 2000



                               WSB HOLDING COMPANY
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)




      Pennsylvania                     0-22997                 23-2908963
- ----------------------------           -------                 ----------
(State or other jurisdiction        (SEC File No.)            (IRS Employer
of incorporation)                                         Identification Number)


807 Middle Street, Pittsburgh, Pennsylvania                          15212
- -------------------------------------------                          -----
(Address of principal executive offices)                           (Zip Code)




Registrant's telephone number, including area code: (412) 231-7297
                                                     -------------


                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last Report)


<PAGE>



                               WSB HOLDING COMPANY

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------



Item 4.  Changes in Registrant's Certifying Accountant
         ---------------------------------------------

     On April 17, 2000, the board of directors of the  registrant  determined to
engage S.R.  Snodgrass,  A.C. as its  independent  auditors  for the fiscal year
ended June 30, 2000. On April 18, 2000, the registrant  orally  notified  Stokes
Kelly & Hinds, LLC ("SKH"),  its independent  auditors for the fiscal year ended
June 30, 1999 and 1998, of this  determination and that SKH would not be engaged
for the fiscal year ending June 30, 2000 but that SKH  remained  engaged for the
review of the Company's  fiscal quarter ended March 31, 2000. The  determination
to replace SKH was  recommended by the audit  committee and approved by the full
board of directors of the  registrant.  The review of the fiscal  quarter  ended
March 31, 2000 has been completed by SKH.

     The  report  of SKH for the  fiscal  years  ended  June  30,  1999 and 1998
contained no adverse  opinion or  disclaimer of opinion and was not qualified or
modified as to  uncertainty,  audit scope or accounting  principles.  During the
fiscal  years  ended June 30,  1999 and 1998 and during the period from June 30,
1999 to May 11, 2000, there were no disagreements between the registrant and SKH
concerning accounting  principles or practices,  financial statement disclosure,
or auditing scope or procedure.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
          ------------------------------------------------------------------

          (c)  Exhibits:

               Exhibit  No.  16  -  Letter   regarding   change  in   certifying
               accountant.






<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                         WSB HOLDING COMPANY



Date:  May 12, 2000                      By: /s/ Robert D.  Neudorfer
                                             ----------------------------------
                                             Robert D.  Neudorfer
                                             President








                                   EXHIBIT 16

                LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT



<PAGE>




                     [Stokes Kelly & Hinds, LLC Letterhead]



Securities and Exchange Commission
Office of the Chief Accountant
11th Floor
450 Fifth Street, N.W.
Washington, D.C.  20549

     Pursuant to 17 C.F.R. ss.228.304(a)(3), we have reviewed the language under
the heading  "Item 4.  Changes in  Registrant's  Certifying  Accountant"  in the
Current  Report  on Form  8-K/A to be filed  with the  Securities  and  Exchange
Commission  by WSB  Holding  Company.  We agree  with the  statements  contained
therein. However, aside from the receipt of notification of such action, we have
no basis for making a  determination  whether  the board of  directors  or audit
committee met concerning this matter.



/s/ Stokes Kelly & Hinds, LLC
- ------------------------------------
May 12, 2000

Pittsburgh, Pennsylvania






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