JSB FINANCIAL INC
10-Q, 1996-08-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                       1



                                     UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                     FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                            SECURITIES EXCHANGE ACT OF 1934

                   FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                      COMMISSION FILE NUMBER 0-18620

                                 JSB FINANCIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)


                        DELAWARE                  11-3000874
            (STATE OR OTHER JURISDICTION OF   (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)   IDENTIFICATION NO.)

                      303 MERRICK ROAD, LYNBROOK, NEW YORK  11563
                        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                     (516) 887-7000
                  (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



Indicate by check mark 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.      [X] YES       [ ] NO



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



CLASS OF COMMON STOCK                         OUTSTANDING AT AUGUST 6, 1996
- - ---------------------                         -----------------------------
   $.01 PAR VALUE                                        9,768,482



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                                       2




                                        INDEX

                            PART I - FINANCIAL INFORMATION


                                                                 Page
                                                                Number
ITEM 1.  Financial Statements - Unaudited

         Consolidated Statements of Financial Condition
         at June 30, 1996 and December 31, 1995                   3

         Consolidated Statements of Income for the Three
         Months and Six Months Ended June 30, 1996
         and June 30, 1995                                        4

         Consolidated Statements of Cash Flows for
         the Six Months Ended June 30, 1996
         and June 30, 1995                                       5- 6

         Notes to Consolidated Financial Statements              7-11

ITEM 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations         12-19



                       PART II - OTHER INFORMATION



ITEM 1.  Legal Proceedings                                       20

ITEM 2.  Changes in Securities                                   20

ITEM 3.  Defaults Upon Senior Securities                         20

ITEM 4.  Submission of Matters to a Vote of Security Holders     20-21

ITEM 5.  Other Information                                       21

ITEM 6.  Exhibits and Reports on Form 8-K                        21

         Signatures                                              22




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                                       3





<TABLE>


                              JSB FINANCIAL, INC. AND SUBSIDIARY
                   UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<CAPTION>

                                                                    JUNE 30,   DECEMBER 31,
                                                                     1996          1995
<S>                                                                <C>          <C>   

ASSETS
Cash and due from banks .......................................... $   12,736   $   14,893
Federal funds sold ...............................................     54,000       71,000
                                                                   ----------    ---------
     Cash and cash equivalents ...................................     66,736       85,893

Securities available-for-sale, at estimated fair value ...........     43,661       40,071
Securities held-to-maturity, net (estimated fair value of
 $536,401 and $593,991, respectively) ............................    536,411      592,060
Other investments ................................................      6,859        6,302
Mortgage loans, net ..............................................    795,674      739,037
Other loans, net .................................................     28,319       29,208
Premises and equipment, net ......................................     16,592       15,157
Interest due and accrued .........................................     12,391       12,907
Real estate held for investment, net .............................      6,014        6,395
Real estate held for sale and Other real estate ("ORE") ..........      6,557        7,314
Claims receivable, net ...........................................      4,083        8,165
Other assets .....................................................      2,763        2,686
                                                                   ----------   ----------
             Total Assets ........................................ $1,526,060   $1,545,195
                                                                   ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Due to depositors ................................................ $1,164,424   $1,163,446
Advance payments for real estate taxes and insurance .............     11,462        8,231
Official bank checks outstanding .................................      7,032       24,392
Accrued expenses and other liabilities ...........................     10,425        9,019
                                                                   ----------   ----------
              Total Liabilities ..................................  1,193,343    1,205,088
                                                                   ----------   ----------


Commitments and Contingencies (See Notes 5 and 6.)

STOCKHOLDERS' EQUITY
Preferred stock ($.01 par value, 15,000,000 shares authorized;
 none issued) ....................................................       -            -
Common stock ($.01 par value, 30,000,000 shares authorized;
 16,000,000 issued; 10,051,904 and 10,504,775 outstanding,
 respectively) ...................................................        160          160
Additional paid-in capital .......................................    163,078      162,566
Retained income, substantially restricted ........................    282,137      276,317
Net unrealized gain on securities available-for-sale, net of tax .     17,709       15,750
Common stock held by Benefit Restoration Plan Trust, at cost
 (166,848 shares) ................................................     (3,270)      (3,270)
Common stock held in treasury, at cost (5,948,096 and 5,495,225
 shares, respectively) ...........................................   (127,097)    (111,416)
                                                                   ----------   ----------
              Total Stockholders' Equity .........................    332,717      340,107
                                                                   ----------   ----------
              Total Liabilities and Stockholders' Equity ......... $1,526,060   $1,545,195
                                                                   ==========   ==========


</TABLE>




See accompanying Notes to the unaudited consolidated financial statements.



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                                       4




<TABLE>

                              JSB FINANCIAL, INC. AND SUBSIDIARY
                         UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                           (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<CAPTION>

                                                      THREE MONTHS ENDED    SIX MONTHS ENDED
                                                           JUNE 30,             JUNE 30,
                                                      1996      1995        1996     1995
<S>                                                  <C>       <C>       <C>       <C> 
Interest Income
Mortgage loans, net ................................ $17,131   $16,015   $33,882   $31,855
Debt & equity securities, net ......................   5,796     7,031    12,085    13,553
Collateralized mortgage obligations, net ("CMOs") ..   2,484     2,399     4,800     5,529
Other loans, net ...................................     552       627     1,094     1,195
Mortgage-backed securities, net ("MBS").............     191       249       397       515
Federal funds sold .................................     804       729     1,605     1,123
                                                     -------   -------   -------   -------
  Total Interest Income ............................  26,958    27,050    53,863    53,770
                                                     -------   -------   -------   -------

Interest Expense
Deposits ...........................................  10,041    10,293    20,188    20,048
                                                     -------   -------   -------   -------
  Net Interest Income .............................   16,917    16,757    33,675    33,722
Provision for Possible Loan Losses .................     160       159       321       315
Provision for Possible Other Losses ................    -        2,040      -        2,040
                                                     -------   -------   -------   -------
 Net Interest Income After Provision for
  Possible Credit Losses ...........................  16,757    14,558    33,354    31,367
                                                     -------   --------  -------   -------

Non-Interest Income
Real estate operations, net ........................     444       354       821       486
Loan fees and service charges ......................     641       574     1,512     1,153
Income on loaned securities ........................      21        13        31        34
Miscellaneous income/(loss) ........................      29       100       (14)      182
                                                     -------   -------   -------   -------
  Total Non-Interest Income ........................   1,135     1,041     2,350     1,855
                                                     -------   -------   -------   -------

Non- Interest Expense
Compensation and benefits ..........................   4,151     4,434     8,230     8,673
Occupancy and equipment expenses, net ..............   1,204     1,195     2,602     2,433
Federal deposit insurance premiums .................    -          717         1     1,434
Advertising ........................................     294       291       579       573
ORE (income)/expense, net of provisions ............    (790)       60      (818)      113
Other general and administrative ...................   1,203     1,283     2,734     2,525
                                                     -------   -------   -------   -------
  Total Non-Interest Expense .......................   6,062     7,980    13,328    15,751
                                                     -------   -------   -------   -------
Income Before Provision for Income Taxes ...........  11,830     7,619    22,376    17,471
Provision for Income Taxes .........................   5,032     3,228     9,500     7,473
                                                     -------   -------   -------   -------

Net Income ......................................... $ 6,798   $ 4,391   $12,876   $ 9,998
                                                     =======   =======   =======   =======

Earnings and Cash Dividends Per Share:
  Earnings per common and common equivalent share ..   $ .63     $ .39     $1.19    $ .89
                                                       =====     =====     =====    =====
  Earnings Per Share Assuming Full Dilution ........    N/A       N/A      $1.19    $ .89
                                                                           =====    =====

  Cash Dividends ...................................   $ .30     $ .25     $ .60    $ .50
                                                       =====     =====     =====    =====

Weighted Average Number of Shares and Share
 Equivalents Outstanding - Primary ................   10,744    11,172    10,811   11,183
                                                      ======    ======    ======   ======

Weighted Average Number of Shares and Share
 Equivalents Outstanding - Fully Diluted ..........     N/A       N/A     10,814   11,183
                                                                          ======   ======
</TABLE>

   See accompanying Notes to the unaudited consolidated financial statements.



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                                       5




<TABLE>

                             JSB FINANCIAL, INC. AND SUBSIDIARY
                       UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (IN THOUSANDS)
<CAPTION>
                                                                       SIX MONTHS ENDED
                                                                           JUNE 30,
                                                                         1996    1995
<S>                                                                  <C>       <C>  
Cash flows from operating activities
Net income ........................................................  $ 12,876  $  9,998
Adjustments to reconcile net income to net cash provided by
 operating activities:
Provision for possible loan losses ................................       321       315
Provision for possible other losses ...............................      -        2,040
Loss on Nationar capital stock ....................................      -           38
Gain on sale from redemption of common stock ......................        (4)     -
Decrease in deferred loan fees and discounts, net .................      (283)     (326)
Accretion of discount (in excess of) less than amortization
 of premium on MBS and CMOs .......................................      (249)      338
Accretion of discount in excess of amortization of
 premium on debt securities .......................................      (101)     (131)
Depreciation and amortization on premises and equipment ...........       914       979
Mortgages loans originated for sale ...............................      (339)     (815)
Proceeds from sale of mortgage loans originated for sale ..........       342       830
Gains on sale of mortgage loans ...................................        (3)      (15)
Gain on sale of student loans .....................................        (6)       (7)
Earned portion of Bank Recognition and Retention Plans stock ......      -          675
Tax benefit for stock plans credited to capital ...................       430     1,360
Decrease in interest due and accrued ..............................       516       369
Transfer of federal funds sold to Nationar to claims receivable ...      -      (10,200)
Payments received against Nationar claims .........................     4,082      -
Gain on sale of other real estate .................................      (705)     -
(Decrease) increase in official bank checks outstanding ...........   (17,360)    4,808
Other .............................................................      (164)   (1,618)
                                                                     --------  --------
  Net cash provided by operating activities .......................       267     8,638
                                                                     --------  --------

Net cash flow from investing activities Loans originated:
  Mortgage loans ..................................................   (79,363)  (19,739)
  Other loans .....................................................   ( 8,724)  (13,971)
Purchases of CMOs held-to-maturity ................................   (93,500)  (14,381)
Purchases of debt securities held-to-maturity and securities
 available-for-sale ...............................................  (229,900) (180,021)
Principal payments on:
  Mortgage loans ..................................................    21,118     7,286
  Other loans .....................................................     9,429    11,794
  CMOs ............................................................    53,184   139,631
  MBS .............................................................     1,147     1,261
Proceeds from maturities of securities held-to-maturity ...........   325,000   130,000
Proceeds from sale of student loans ...............................       239       487
Purchases of Federal Home Loan Bank stock .........................      (558)     (188)
Proceeds from sale of common stock ................................        19      -
Purchases of premises and equipment, net of disposals .............    (2,349)   (1,192)
Net decrease in real estate held for investment ...................       381       235
Proceeds from sale of ORE .........................................     2,225      -
Net decrease in investment in real estate held for sale ...........       757       682
                                                                     --------  --------
  Net cash (used) provided by investing activities ................      (895)   61,884
                                                                     --------  --------
</TABLE>

                                                                    (Continued)




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                                       6



<TABLE>


                              JSB FINANCIAL, INC. AND SUBSIDIARY
                  UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                        (IN THOUSANDS)
<CAPTION>



                                                                       SIX MONTHS ENDED
                                                                           June 30,
                                                                         1996    1995
<S>                                                                  <C>       <C> 

Net cash flow from financing activities
Net increase (decrease) in due to depositors ......................       978   (35,678)
Increase in advance payments for real estate taxes and insurance ..     3,231     1,738
Proceeds from common stock option exercises .......................       780       738
Cash dividends paid to common stockholders ........................    (6,228)   (5,334)
Payments to repurchase common stock ...............................   (17,290)   (4,645)
                                                                     --------  --------
  Net cash used by financing activities ...........................   (18,529)  (43,181)
                                                                     --------  --------

(Decrease) increase in cash and cash equivalents ..................   (19,157)   27,341
Cash and cash equivalents at beginning of year ....................    85,893    45,295
                                                                     --------  --------
Cash and cash equivalents at end of quarter .......................  $ 66,736  $ 72,636
                                                                     ========  ========

</TABLE>

































    See accompanying Notes to the unaudited consolidated financial statements.


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                                       7





                       JSB FINANCIAL, INC. AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Presentation

     The financial information is prepared in conformity with generally accepted
accounting  principles for interim financial statements and with instructions to
Form 10-Q and Article 10 of  Regulation  S-X. Such  principles  are applied on a
basis materially consistent with those reflected in the 1995 Annual Report filed
with the  Securities  and  Exchange  Commission,  except as  described in Note 2
below. The financial  information  included herein,  other than the consolidated
statement of financial  condition as of December 31, 1995,  has been prepared by
management without audit by independent  certified public accountants who do not
express an opinion thereon. The consolidated statement of financial condition as
of  December  31,  1995,  has been  derived  from,  but does not include all the
disclosures contained in, the audited consolidated  financial statements for the
year ended December 31, 1995. The information furnished includes all adjustments
and accruals  consisting only of normal recurring accrual  adjustments which are
in the opinion of management,  necessary for a fair  presentation of results for
the interim period. The foregoing interim results are not necessarily indicative
of the results of operations for the full year ending December 31, 1996.

     These consolidated  financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto, included in the
Annual Report to  Stockholders  for JSB Financial,  Inc. (the "Company") for the
year ended December 31, 1995.

2.  Adoption of Accounting Standards

(a) In October,  1995, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation"  ("Statement  123").  Statement  123  applies  to all
transactions  in which an entity  acquires  goods or services by issuing  equity
instruments or by incurring  liabilities  where the payment amounts are based on
the entity's common stock price, except for employee stock ownership plans.

     Statement  123  established  a fair value based  method of  accounting  for
stock-based  compensation  arrangements with employees rather than the intrinsic
value based method that is contained in Accounting  Principles  Board Opinion 25
("Opinion  25").  Statement 123 does not require an entity to adopt the new fair
value based  method for purposes of preparing  its basic  financial  statements.
While the  Statement 123 fair value based method is considered by the FASB to be
preferable  to the  Opinion 25 method,  entities  may opt to continue to use the
method  prescribed  by Opinion 25.  Entities  not adopting the fair value method
under  Statement  123 are  required to present pro forma net income and earnings
per share, in the notes to the financial statements,  as if the fair value based
method had been adopted.

     The accounting requirements of Statement 123 are effective for transactions
entered  into  during  fiscal  years that begin after  December  15,  1995.  The
disclosure  requirements  became  effective for financial  statements for fiscal
years  beginning  after  December 15, 1995,  or for any earlier  fiscal year for
which Statement 123 is initially adopted for recognizing  compensation cost. Pro
forma  disclosures  required for entities that elect to continue to measure cost
using the Opinion 25 method must include the effects of all awards granted in

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                                       8




fiscal  years that begin after  December  15, 1994.  Pro forma  disclosures  for
awards granted in the first fiscal year beginning  after December 15, 1994, need
not be  included  in  financial  statements  for that  fiscal year but should be
presented  subsequently  whenever financial  statements for that fiscal year are
presented for comparative  purposes with financial  statements for a later year.
Management  intends to provide the  disclosures  required by  Statement  123 and
continue to measure costs using the Opinion 25 method.

(b) In March 1995, the FASB issued SFAS No. 121,  "Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of"  ("Statement
121"). This statement  requires that long-lived assets and certain  identifiable
intangibles,  and  goodwill  related  to  those  assets  to be held and used and
long-lived  assets and certain  identifiable  intangibles  to be disposed of, be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable.

     In performing the review for recoverability, the entity should estimate the
future cash flows  expected to result from the use of the asset and its eventual
disposition.  If the sum of the  expected  future cash flows  (undiscounted  and
without  interest  charges) is less than the  carrying  amount of the asset,  an
impairment loss is recognized.  Otherwise, an impairment loss is not recognized.
Measurement  of an  impairment  loss  for  long-lived  assets  and  identifiable
intangibles  that an entity  expects to hold and use should be based on the fair
value of the asset.

     This  Statement  generally  requires  that  long-lived  assets and  certain
identifiable  intangibles to be disposed of be reported at the lower of carrying
amount or fair value of cost to sell.

     In May  1995,  the FASB  issued  SFAS No.  122,  "Accounting  for  Mortgage
Servicing Rights"  ("Statement  122").  Statement 122, (See Note 3.) amends SFAS
No. 65, "Accounting for Certain Mortgage Banking  Activities"  ("Statement 65"),
to require  that a company  recognize,  as  separate  assets,  rights to service
mortgage  loans  for  others,  regardless  of how  those  servicing  rights  are
acquired.  A company that acquires mortgage  servicing rights through either the
purchase or origination  of mortgage loans and sells or securitizes  those loans
with servicing  rights  retained  should allocate the total cost of the mortgage
loans to the  mortgage  servicing  rights and the loans  (without  the  mortgage
servicing  rights) based on their  relative fair values if it is  practicable to
estimate  those fair values.  This statement also requires that a company assess
its capitalized  mortgage  servicing rights for impairment based on an estimated
fair value of those rights.

     Statements 121 and 122 are each effective for fiscal years  beginning after
December 15, 1995,  applied  prospectively.  The adoption of Statements  121 and
122, effective January 1, 1996 had no material impact on the Company's financial
condition or results of operations.

3.  Impact of New Accounting Standard Not Yet Adopted

     In June 1996, the FASB issued SFAS No, 125,  "Accounting  for Transfers and
Servicing of Financial  Assets and  Extinguishments  of Liabilities"  (Statement
125").   Statement  125  establishes  accounting  and  reporting  standards  for
transfers and servicing of financial assets and  extinguishments  of liabilities
based on consistent  application of a financial components approach that focuses
on control.
Under this approach, an entity, subsequent to a transfer of

<PAGE>
                                       9




financial assets,  must recognize the financial and servicing assets it controls
and the liabilities it has incurred,  derecognize  financial assets when control
has been surrendered,  and derecognize liabilities when extinguished.  Standards
for distinguishing  transfers of financial assets that are sales from those that
are secured borrowings are provided in Statement 125. A transfer not meeting the
criteria for a sale must be accounted  for as a secured  borrowing  with pledged
collateral.

     Statement  125  requires  that  liabilities  and  derivatives  incurred  or
obtained by transferors  as part of a transfer of financial  assets be initially
measured at fair value, if practicable.  It additionally requires that servicing
assets  and other  retained  interests  in  transferred  assets be  measured  by
allocating  the previous  carrying  amount  between the assets sold, if any, and
retained  interests,  if any, based on their relative fair values at the date of
transfer.  Servicing  assets and liabilities  must be  subsequently  measured by
amortization  in  proportion  to and over the period of estimated  net servicing
income or loss and assessed for asset impairment, or increased obligation, based
on their fair value.

     This Statement  requires that a liability be derecognized if either (a) the
debtor pays the creditor and is relieved of its  obligation for the liability or
(b) the debtor is legally  released  from being the  primary  obligor  under the
liability either judicially or by the creditor.

     This Statement provides  implementation guidance for assessing isolation of
transferred  assets and for  accounting  for  transfers  of  partial  interests,
servicing of financial  assets,  securitizations,  transfers of  sales-type  and
direct financing lease receivables, securities lending transactions,  repurchase
agreements  including  "dollar  rolls",  "wash  sales",  loan  syndications  and
participations,   risk   participations  in  banker's   acceptances,   factoring
agreements,  transfers  of  receivables  with  recourse and  extinguishments  of
liabilities.

     This Statement supersedes FASB Statements No. 76,  "Extinguishment of Debt"
and  No.  77,  "Reporting  by  Transferors  for  Transfer  of  Receivables  with
Recourse".  Statement  125 amends  Statement  No. 115,  "Accounting  for Certain
Investments in Debt and Equity  Securities"  ("Statement  115"), to prohibit the
classification  of a debt  security  as held to maturity if it can be prepaid or
otherwise  settled  in such a way that the  holder  of the  security  would  not
recover  substantially  all of its recorded  investment.  Statement  125 further
requires that loans and other assets that can be prepaid or otherwise settled in
such a way that the holder would not recover  substantially  all of its recorded
investment  shall be subsequently  measured like debt  securities  classified as
available for sale or trading under  Statement 115, as amended by Statement 125.
Statement  125 also amends and extends to all servicing  assets and  liabilities
the accounting for mortgage servicing rights now in Statement 65, and supersedes
Statement 122.

     Statement 125 is effective for transfers and servicing of financial  assets
and extinguishments of liabilities  occurring after December 31, 1996, and is to
be applied prospectively. Earlier or retroactive application is not permitted.

     The Company does not expect that the  implementation  of Statement 125 will
have a material affect on its consolidated financial statements.



<PAGE>
                                       10




4.  Debt and Equity Securities

     The following tables set forth information regarding the Company's debt and
equity securities as of:



<TABLE>
                                                    June 30, 1996
                                               ----------------------

                                          Carrying Value/    Estimated Fair
                                          Amortized Cost         Value
                                          ----------------   --------------
                                                   (In Thousands)
<CAPTION>
          <S>                                 <C>             <C>  
          Held-to-Maturity
          ----------------
          U.S. Government and federal
           agency securities                  $344,829        $345,038

          CMOs                                 185,131         184,287

          MBS                                    6,451           7,076
                                              --------        --------

          Total Securities held-to-Maturity   $536,411        $536,401
                                              ========        ========

                                                              Carrying/
                                                                Fair
                                                Cost           Value
                                              --------       ---------
          Available-for-Sale                       (In Thousands)
          ------------------
          Equity securities:
           Common stock                      $ 11,121        $ 29,572
           SLMA* stock                              6           1,480
           FHLMC* stock                           576          12,569
           FNMA* stock                              2              40
                                             --------        --------
          Total equity securities            $ 11,705        $ 43,661
                                             ========        ========

</TABLE>

* Student Loan Marketing Association ("SLMA"), Federal Home Loan Mortgage
   Corporation ("FHLMC"), Federal National Mortgage Association ("FNMA").

5.  Loss Contingency

     On February 6, 1995, the  Superintendent of Banks for the State of New York
(the  "Superintendent")  seized Nationar,  a  check-clearing  and trust company,
freezing all of Nationar's  assets. On that date,  Jamaica Savings Bank FSB (the
"Bank") had: Federal funds sold to Nationar of $10.0 million; demand accounts of
$200,000 and $38,000 of Nationar capital stock. The Bank charged off the $38,000
of  Nationar  capital  stock  during  the first  quarter  of 1995.  In May 1995,
management,  in accordance with the Company's standard procedures for monitoring
asset quality,  established a $2.0 million, or 20.0% valuation allowance against
the amount invested with Nationar.



<PAGE>
                                       11




     During  the  second  quarter of 1996,  the  Superintendent  made an initial
distribution  (i.e.  dividend) from the Nationar  estate.  On June 27, 1996, the
Bank received a payment of $4.1 million,  representing 40.0% of the Bank's total
accepted  claims  against the Nationar  estate.  The Nationar  claims process is
ongoing,  and the  Superintendent  has, in the Fifth  Interim  Status  Report on
Nationar,  dated July 17,  1996,  stated  that he expects to seek  authority  to
distribute a second  dividend  from  Nationar's  estate  before the end of 1996.
Based upon the Fifth Interim Status Report, the Bank believes that a substantial
portion of its remaining  $6.1 million of accepted  claims will be paid from the
Nationar  estate;  however,  the timing and  amounts  of such  payments  remains
unknown.  The $2.0  million  valuation  allowance  established  by the Bank will
remain in effect,  subject to adjustment  depending  upon the Bank's  receipt of
future dividends from the Nationar estate.  Future  adjustments to the allowance
may be made as the claims process continues.  The foregoing events will not have
any material adverse effect on the Company's or the Bank's ability to meet their
liquidity needs.

6.  Subsequent Events

     On July 9, 1996, the Company's Board of Directors declared a $.30 per share
dividend on its common stock.  The dividend is to be paid on August 21, 1996, to
stockholders of record on August 7, 1996.





<PAGE>
                                       12




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


General/Financial Condition

     JSB Financial, Inc. is a Delaware-chartered  holding company. The Company's
assets,  which totaled  approximately  $1.53 billion at June 30, 1996,  included
assets  totaling  $1.45  billion owned by its wholly owned  subsidiary,  Jamaica
Savings Bank FSB. In addition to the Bank's assets, the Company's earning assets
were  comprised of $53.1  million in money market  investments  deposited in the
Bank, $50.0 million in short-term federal agency  securities,  and $15.3 million
in mortgage loans secured by multi-family rental properties.

     At June 30, 1996,  the Bank's  non-performing  assets,  which totaled $19.0
million, included: non-performing loans of $14.2 million; claims receivable from
Nationar  (net of $2.0 million of  allowances)  of $4.1  million (see  following
discussion)  and  $770,000 of ORE.  The $14.2  million of  non-performing  loans
continues to include a $12.8 million underlying  cooperative  mortgage loan that
is under  foreclosure  and on non-accrual  status.  The ratio of  non-performing
assets to total  assets was 1.25% and 1.50% at June 30,  1996 and  December  31,
1995, respectively.

     The Bank generally  includes in  non-performing  loans,  loans which are 90
days or more in arrears and loans which have been placed on non-accrual  status.
In addition to non-performing  loans,  non-performing assets include ORE, net of
allowances,  as well  as any  other  investments  on  which  the  collection  of
principal and interest is uncertain.  The ratio of non-performing loans to total
loans was 1.70% and 1.78% at June 30, 1996 and December 31, 1995,  respectively.
During the second  quarter of 1996,  the Bank sold a 232 unit  garden  apartment
that was acquired  through  foreclosure  during the first  quarter of 1996.  The
property,  on which the Bank had previously held an $8.2 million  mortgage,  was
sold for $8.9 million.  The sale terms provided for the purchaser to make a down
payment of $2.2 million in cash and the Bank originated a $6.7 million mortgage.
The pretax gain of  $705,000  includes  the  recovery of $529,000 of legal fees,
expensed in prior periods, that were incurred in connection with acquiring title
to the property.

     The net  interest  margin  increased to 4.65% for the six months ended June
30, 1996, compared to 4.60% for the six months ended June 30, 1995. The interest
rate spread for the year to date period  ended June 30, 1996  increased to 3.87%
from 3.85% for the same period in 1995.

Liquidity and Capital Resources

     The Company's funds are primarily  obtained  through  dividends paid by the
Bank. The Bank's primary source of funds are deposits,  proceeds from maturities
of debt securities,  principal and interest payments on CMOs, mortgage and other
loans.  During the six months ended June 30, 1996,  purchases of U.S. Government
and  agency  securities  represented  the most  significant  use of  funds  from
investing activities.  Mortgage originations,  substantially all of which are at
fixed  rates,  increased  for the six months ended 1996 to $79.4  million,  from
$19.7  million for the  comparative  period in 1995.  The  increase is primarily
reflective of increased  originations of multi-family  mortgage loans during the
first  quarter of 1996.  For the six months ended June 30, 1996,  maturities  of
U.S. Government and agency securities and principal payments on CMOs generated

<PAGE>
                                       13




the most  significant cash inflow from investing  activities.  The $17.3 million
used to make repurchases of the Company's  common stock,  represents the largest
use of funds for  financing  activities,  followed  by dividend  payments  which
totaled $6.2 million. The increase in dividend payments reflects the increase in
dividends  paid per share to $.60 for the first half of 1996,  compared  to $.50
per share for the first half of 1995.  The  deposit  gains of  $978,000  for the
first half of 1996,  reflects deposit increases of $4.7 million during the first
quarter, followed by deposit outflows of $3.8 million during the second quarter.
Management  continues to monitor deposit levels and evaluate various  strategies
to maintain the Bank's deposit base.

     The net  increase in  deposits  of  $978,000 to $1.164  billion at June 30,
1996,  from $1.163  billion at December  31,  1995,  reflects,  a $19.2  million
increase in  certificate  accounts  and a $982,000  increase  in lease  security
accounts.  These  increases were  substantially  offset by decreases in passbook
accounts, money market accounts, demand deposit accounts and negotiable order of
withdrawal  (NOW)  accounts of $14.9  million,  $2.3  million,  $1.1 million and
$900,000,  respectively.  Interest rates offered on passbook  accounts  remained
relatively low compared to  alternative  short-term  investments,  the effect of
which is apparent in the deposit  shifts from  passbook  accounts to  short-term
certificate accounts.

     On June 3,  1996,  the Bank paid a cash  dividend  of $20.0  million to its
parent, JSB Financial. This dividend, while having no impact on the consolidated
financial statements of the Company,  reduced the Bank's regulatory capital. The
Bank  continues  to  substantially   exceed  all  current   regulatory   capital
requirements. (See "Regulations" contained herein.)

     During the second  quarter of 1996,  the Company  completed its ninth stock
repurchase  program and continued to repurchase shares of its common stock under
its  tenth  stock  repurchase  program.  Of  the  900,000  shares  targeted  for
repurchase  under the current program,  100,900 had been repurchased  during the
quarter ended June 30, 1996.  The Company  repurchased a total of 530,900 shares
of its common stock,  at an aggregate  cost of $17.3  million,  or at an average
price of $32.57 per share,  during the six months ended June 30, 1996.  Pursuant
to the  Company's  1990 stock option  plans,  78,029  shares were  reissued from
treasury stock for option exercises.

     On April 9, 1996, the Company's Board of Directors declared a cash dividend
of $.30 per  share to  stockholders  of  record  on May 8,  1996.  The  dividend
payment, which totaled $3.1 million, was made on May 22, 1996. A subsequent cash
dividend  of $.30 per share was  declared  on July 9,  1996,  and is  payable on
August 21, 1996, to stockholders of record on August 7, 1996.



<PAGE>
                                       14




Regulations

     As a condition of deposit account  insurance,  Office of Thrift Supervision
("OTS")  regulations  require that the Bank calculate three regulatory net worth
requirements  on  a  quarterly  basis,  and  satisfy  each  requirement  at  the
calculation date and throughout the ensuing quarter. The three requirements are:
tangible  capital of 1.50%,  leverage ratio (or "core capital") of 3.00%,  and a
risk-based  assets  capital  ratio of 8.00%.  Although  the minimum core capital
ratio is 3.00%, the OTS Prompt Corrective  Action Regulation  stipulates that an
institution with less than 4.00% core capital is deemed to be  undercapitalized.
The Bank's capital ratios at June 30, 1996, were as follows:

<TABLE>
<CAPTION>

                                                        Dollars
                                       Percentage    (In Thousands)
                                        ----------     ------------

      <S>                               <C>            <C> 
      TANGIBLE CAPITAL
        Required                         1.50%         $ 21,643
        Actual                          12.37           178,434
                                        -----          --------
         Excess                         10.87%         $156,791
                                        =====          ========

      CORE CAPITAL
        Required                         3.00%         $ 43,286
        Actual                          12.37           178,434
                                        -----          --------
         Excess                          9.37%         $135,148
                                        =====          ========

      RISK BASED CAPITAL
        Required                         8.00%         $ 72,983
         Actual                         18.87           172,140
                                        -----          --------
          Excess                        10.87%         $ 99,157
                                        =====          ========
</TABLE>




<PAGE>
                                       15



Comparison of Operating Results for the Three Months Ended
  June 30, 1996 and 1995

     Net income for the three months ended June 30, 1996,  was $6.8 million,  or
$.63 per  share,  compared  with $4.4  million,  or $.39 per share for the three
months ended June 30, 1995.

     Net interest  income for the three  months  ended June 30, 1996,  was $16.9
million,  compared to $16.8  million for the three  months  ended June 30, 1995.
This net increase reflects a $252,000  decrease in interest  expense,  partially
offset by a  $92,000  decrease  in  interest  income.  The  annualized  yield on
interest  earning  assets was 7.41%,  compared to 7.40%,  for the quarters ended
June 30, 1996 and 1995,  respectively.  The annualized cost of interest  bearing
deposits  decreased slightly to 3.54% from 3.60% for the quarters ended June 30,
1996 and 1995,  respectively.  For the  quarter  ended  June 30,  1996,  the net
interest rate spread and net interest margin were 3.87% and 4.65%, respectively,
compared to 3.80% and 4.58%, respectively for the quarter ended June 30, 1995.

     Interest  earned on mortgage loans  increased by $1.1 million,  or 7.0%, to
$17.1 million from $16.0 million,  reflecting  continued  growth in the mortgage
portfolio,  partially offset by a decrease in the yield to 8.73% for the quarter
ended June 30,  1996,  from 9.25% for the quarter  ended June 30,  1995.  During
1996,  the Bank continued to sell one-to  four-family  mortgage  loans,  without
recourse,  to FNMA and the State of New York  Mortgage  Association  ("SONYMA").
During the  quarter  ended June 30,  1996,  the Bank sold  $246,000  in mortgage
loans, realizing a net gain of $2,000,  compared to a sale of $93,000 during the
quarter ended June 30, 1995, which resulted in a net gain of $6,000.

     For the three  months  ended  June 30,  1996,  income  from debt and equity
securities,  net, decreased by $1.2 million, or 17.6%, to $5.8 million from $7.0
million for the three months ended June 30, 1995. This decrease is the result of
a decrease in the  average  investment  in U.S.  Government  and federal  agency
securities and other investments of $69.3 million,  or 15.0%, to $391.8 million,
compared  to $461.1  million  for the three  months  ended  June 30,  1995.  The
annualized  yield on the debt and equity security  portfolio  decreased to 5.92%
for the three  months  ended June 30, 1996 from 6.10% for the three months ended
June 30, 1995. The debt and equity securities portfolio activity for the current
period  included  purchases of $179.9 million and maturities of $215.0  million,
compared with  purchases of $100.0  million and  maturities of $75.0 million for
the quarter ended June 30, 1995.  There were no sales of any securities from the
"available-for-sale" portfolio for the comparative quarters.

     For the quarter ended June 30, 1996,  income on CMOs  increased by 3.5%, to
$2.5  million,  with an annualized  yield of 5.46%,  from income of $2.4 million
with an annualized  yield of 4.33% for the quarter  ended June 30, 1995.  During
the second  quarter  of 1996,  the Bank  received  principal  payments  of $30.3
million on CMOs,  compared  with $75.5  million for the  quarter  ended June 30,
1995.  CMO  purchases  during the  quarter  ended June 30,  1996  totaled  $26.9
million,  compared to purchases of $14.4  million for the quarter ended June 30,
1995, as more CMOs meeting the Bank's investment  guidelines became available on
the secondary market. The Bank did not sell any CMOs during either period.

     Income on federal funds sold increased by $75,000, or 10.3% to $804,000 for
the quarter  ended June 30, 1996 from  $729,000  for the quarter  ended June 30,
1995.  This  increase  resulted  from an increase in the average  investment  in
federal funds of $11.7 million to $60.8 million for the current period, compared

<PAGE>
                                       16




with $49.1  million for the  quarter  ended June 30,  1995.  This  increase  was
partially  offset by a decrease in the annualized yield on federal funds sold to
5.29% for the current quarter,  compared to 5.94% for the quarter ended June 30,
1995.

     Interest expense  decreased by 2.4%, to $10.0 million for the quarter ended
June 30, 1996,  compared to $10.3  million for the quarter  ended June 30, 1995.
This net decrease  reflects the decrease in average interest bearing deposits of
$7.5  million,  to $1,135.0  million for the three  months  ended June 30, 1996,
compared to $1,142.5  million for the three months ended June 30, 1995. The cost
of interest  bearing  deposits  decreased  slightly to 3.54% from 3.60% from the
comparative quarter.

     The provision for possible loan losses remained relatively unchanged. There
were no provisions made for possible other losses, during the quarter ended June
30,  1996,  compared to $2.0 million for the quarter  ended June 30, 1995.  (See
Note 5 to the Unaudited Consolidated Financial Statements.) Management regularly
evaluates the quality and  performance of the Company's  asset  portfolios,  and
thereby  assesses  the  adequacy  of  the  loan  loss  allowances.   Based  upon
management's  assessments of the loan  portfolios,  no specific loss  provisions
were established during the current quarter.

     Total  non-interest  income  for the  three  months  ended  June 30,  1996,
increased to $1.1 million from $1.0 million, a net increase of $94,000, or 9.0%.
The net change in  non-interest  income is comprised of: (1) a $90,000  increase
from real estate operations related to the sale of cooperative apartments; (2) a
$67,000  increase in loan fees and service charges  resulting  primarily from an
increase in  prepayment  penalties and (3) a $71,000  decrease in  miscellaneous
income  resulting  primarily  from a $68,000  real estate tax  abatement  refund
received during the second quarter of 1995.

     During the three months ended June 30, 1996, the Bank recognized $10,000 in
fee income related to credit cards.  The amounts and timing of future fee income
related to these credit cards  remains  uncertain,  as this is a new product for
the Bank.  The  credit  card  portfolio  is owned and  managed  by an  unrelated
correspondent  bank, which assumes the risk of any loss. Fee income generated by
the New York Cash  Exchange  ("NYCE")  increased by $13,000 for the three months
ended June 30, 1996, related to increased  transaction  volume,  compared to the
same quarter in 1995. Effective June 26, 1996, the Bank began accepting, through
NYCE, PLUS System  Incorporated  (issuer of PLUS cards) transactions and on June
28, 1996, Cirrus System  Incorporated  (issuer of Cirrus cards)  transactions at
all of the Bank's automated teller machines. Presently, the timing and amount of
fee income that will be generated from accepting  these  transactions  cannot be
estimated.

     Non-interest  expense decreased by $1.9 million,  or 24.0%, to $6.1 million
during the quarter ended June 30, 1996,  from $8.0 million for the quarter ended
June 30, 1995. ORE generated  income of $790,000 for the three months ended June
30, 1996, verses an expense of $60,000 for the three months ended June 30, 1995.
This  income  reflects a pretax  gain of  $705,000  recognized  on the sale of a
property  acquired  through  foreclosure  during the first quarter of 1996.  The
$705,000 gain includes  recoveries of $529,000 for legal fees, expensed in prior
periods,  incurred in connection with the foreclosure  process.  Federal Deposit
Insurance  Corporation  ("FDIC")  premiums  decreased  by $717,000 for the three
months  ended June 30,  1996,  compared to the three months ended June 30, 1995.
For 1996, it is expected that the Bank will pay $2,000 in FDIC premiums, the

<PAGE>
                                       17




statutory  minimum,  provided  the Bank  Insurance  Fund remains at its targeted
capital level.

     The provision for income taxes increased by $1.8 million, or 55.9%, to $5.0
million for the three  months  ended June 30,  1996,  from $3.2  million for the
three months ended June 30, 1995. This increase is reflective of the increase in
pretax income.

Comparison of Operating Results for the Six Months Ended
  June 30, 1996 and 1995

     Net income for the six months ended June 30, 1996,  was $12.9  million,  or
$1.19 per  share,  compared  with $10.0  million,  or $.89 per share for the six
months ended June 30, 1995.

     Net  interest  income  for the six  months  ended  June 30,  1996 and 1995,
remained  steady at $33.7  million.  The  annualized  yield on interest  earning
assets increased to 7.43% from 7.33%, for the six months ended June 30, 1996 and
1995,  respectively.  The annualized cost of interest bearing deposits increased
to  3.56%  from  3.48%  for the  six  months  ended  June  30,  1996  and  1995,
respectively.  For the year to date period ended June 30, 1996, the net interest
rate spread and net interest margin were 3.87% and 4.65%, respectively, compared
to 3.85% and  4.60%,  respectively  for the year to date  period  ended June 30,
1995.

     Income  earned on mortgage  loans  increased by $2.0  million,  or 6.4%, to
$33.9 million for the six months ended June 30, 1996,  compared to $31.9 million
for the comparative 1995 period,  reflecting continued growth in this portfolio.
This increase was partially offset by a decrease in the mortgage portfolio yield
to 8.78% for the six months ended June 30,  1996,  from 9.25% for the six months
ended June 30, 1995.  During 1996,  the Bank  continued to sell mortgage  loans,
without recourse, to FNMA and SONYMA. During the six months ended June 30, 1996,
the Bank sold  $339,000  in  mortgage  loans,  realizing  a net gain of  $3,000,
compared to sales of $815,000  during the six months ended June 30, 1995,  which
resulted in a net gain of $15,000.

     For the six  months  ended  June  30,  1996,  income  on  debt  and  equity
securities,  net,  decreased by $1.5  million,  or 10.8%,  to $12.1 million from
$13.6  million  for the six months  ended June 30,  1995.  This  decrease is the
result of a decrease in the average  investment in U.S.  Government  and federal
agency  securities and other  investments  of $42.2 million,  or 9.4%, to $406.1
million,  compared to $448.3 million for the six months ended June 30, 1995. The
annualized  yield on the debt and equity security  portfolio  decreased to 5.95%
from  6.05%  for the  comparative  period,  respectively.  The debt  and  equity
securities  portfolio  activity  for the current  period  included  purchases of
$229.9  million and  maturities of $325.0  million  compared  with  purchases of
$180.0  million and  maturities of $130.0  million for the six months ended June
30, 1995.

     For the six months ended June 30, 1996,  income on CMOs decreased by 13.2%,
to $4.8  million,  compared to $5.5  million  for the six months  ended June 30,
1995.  This decrease is reflective of the decrease in the average  investment in
the CMO portfolio of $78.4 million, or 30.9%, partially offset by an increase in
the CMO  portfolio  yield to 5.47%  from  4.36%  for the  comparative  six month
period.  During the six months ended June 30, 1996, the Bank received  principal
payments of $53.2 million on CMOs, compared with $139.6 million for the six

<PAGE>
                                       18



months ended June 30, 1995.  CMO  purchases  during the first six months of 1996
totaled  $93.5  million,  compared  to $14.4  million for the  comparative  1995
period. During the current six month period, an increased number of CMOs meeting
the Bank's investment guidelines became available on the secondary market.

     Income on federal  funds sold  increased  by  $482,000,  or 42.9%,  to $1.6
million for the six months  ended June 30,  1996,  from $1.1 million for the six
months  ended June 30,  1995.  This  increase  resulted  from an increase in the
average  investment in federal funds of $21.9 million,  to $60.2 million for the
current  period,  compared  with $38.3 million for the six months ended June 30,
1995. This increase was partially  offset by a decrease in the annualized  yield
on federal  funds sold to 5.33% for the  current six month  period,  compared to
5.87% for the six month period ended June 30, 1995.

     Interest expense increased by $140,000, to $20.2 million for the six months
ended June 30, 1996, compared to $20.0 million for the six months ended June 30,
1995.  This net increase  reflects the impact of higher interest rates partially
offset  by lower  deposit  levels,  during  the  comparative  quarters.  Average
interest  bearing  deposits  decreased by $17.1  million,  or 1.5%,  to $1,133.7
million for the six months ended June 30, 1996, compared to $1,150.8 million for
the six months  ended  June 30,  1995.  The cost of  interest  bearing  deposits
increased to 3.56% from 3.48% for the comparative six month periods.

     The  provision for possible loan losses  remained  relatively  unchanged at
$321,000 for the six months  ended June 30,  1996,  compared to $315,000 for the
same period in 1995.  Management regularly evaluates the quality and performance
of the mortgage and other loan portfolios,  and thereby assesses the adequacy of
the  loan  loss  allowance.  Based  upon  management's  assessments  of the loan
portfolios,  no specific loan loss provisions were considered  necessary  during
the six months ended June 30, 1996.

     The six month period ended June 30, 1995, included a provision for possible
other losses of $2.0 million; no such provision was made during the 1996 period.
This  specific  provision,  made during the 1995 period,  reflects the valuation
allowance established against the $10.0 million of federal funds sold to and the
$200,000  cash  on  deposit  with  Nationar.   (See  Note  5  to  the  Unaudited
Consolidated Financial Statements.)

     Total non-interest income for the six months ended June 30, 1996, increased
to $2.4 million from $1.9 million,  or 26.7%. The change in non-interest  income
is  comprised  of:  (1) a $359,000  increase  in loan fees and  service  charges
resulting  primarily  from an increase in  prepayment  penalties  on  commercial
mortgages;  (2) a $335,000 increase from real estate  operations  related to the
sale of  cooperative  apartments  and (3) a $196,000  decrease in  miscellaneous
income, which is reflective of a non-recurring  medical insurance premium refund
of $130,000 received during the first quarter of 1995.

     To expand fee income,  the Bank began a campaign  during the fourth quarter
of 1995 to issue Visa and MasterCard  credit cards.  During the six months ended
June 30, 1996, the Bank recognized $23,000 in fee income related to these credit
cards.  The  amounts  and timing of future fee  income  related to credit  cards
remains  uncertain,  as this is a new  product  for the Bank.  The  credit  card
portfolio is owned and managed by an unrelated correspondent bank, which assumes
the risk of any loss. Fee income generated by NYCE increased by $29,000 for the

<PAGE>
                                       19



six  months  ended  June 30,  1996,  related to  increased  transaction  volume,
compared to the same quarter in 1995.

     Non-interest  expense decreased by $2.4 million, or 15.4%, to $13.3 million
for the first six months of 1996  compared  to $15.7  million  for the first six
months of 1995.  For 1996,  it is expected that the Bank will pay $2,000 in FDIC
premiums,  the statutory  minimum,  provided the  insurance  fund remains at its
targeted capital level. As a result, FDIC premiums decreased by $1.4 million for
the six months  ended June 30,  1996,  compared to the six months ended June 30,
1995.  ORE generated  income of $818,000 for the six months ended June 30, 1996,
verses an  expense of  $113,000  for the six months  ended June 30,  1995.  This
income  reflects a pretax gain of $705,000  recognized on the sale of a property
acquired through foreclosure during the first quarter of 1996. The $705,000 gain
includes  the recovery of $529,000  for legal fees,  expensed in prior  periods,
that were incurred in connection with the foreclosure process.  Compensation and
benefits expense decreased by $443,000, to $8.2 million for the six months ended
June 30, 1996,  compared to $8.7 million for the comparative  1995 period.  This
decrease is primarily  reflective of the $675,000 decrease in expense related to
the Bank  Recognition  and  Retention  Plans,  as the final  distributions  were
allocated  during  June  1995.  The  $209,000  increase  in  other  general  and
administrative expense is comprised primarily of increases in legal fees related
to two properties that were under  foreclosure  during the six months ended June
30, 1996. The $169,000 increase in office occupancy and equipment expense,  from
$2.4  million to $2.6  million,  reflects the impact of the  renovations  to the
Company's headquarters. The renovations, which began during 1995, are continuing
through 1996. The costs of the renovations  will primarily be reflected  through
depreciation  expense over the useful life of the improvements and assets.  This
is the first major renovation project since the building's completion in 1974.

     The provision for income taxes increased by $2.0 million, or 27.1%, to $9.5
million  for the six months  ended June 30,  1996 from $7.5  million for the six
months  ended June 30,  1995.  This  increase is  reflective  of the increase in
pre-tax income.





<PAGE>
                                       20



                           PART II - OTHER INFORMATION

ITEM 1.  Legal proceedings

         The Bank is a defendant in several  lawsuits  arising out of the normal
conduct of business. In the opinion of management, after consultation with legal
counsel,  the  ultimate  outcome  of these  matters  is not  expected  to have a
material  adverse  effect  on the  Company's  results  of  operations,  business
operations or the consolidated financial condition of the Company.

ITEM 2.  Changes in securities                                (Not Applicable)

ITEM 3.  Defaults upon Senior Securities                      (Not Applicable)

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

          At the Annual Meeting of Stockholders held on May 14, 1996, present in
          person or by proxy were 9,304,517 of 10,331,611 shares of Common Stock
          of JSB Financial, Inc. entitled to vote at such meeting.

          Resolution  I. All  nominees to serve as a Director  on the  Company's
          Board were elected as follows*:

                                        For                   Withheld
                                    ------------            -------------
            Joseph C. Cantwell       8,907,620                 396,897
            James E. Gibbons, Jr.    8,952,570                 351,947
            Edward P. Henson         8,955,520                 348,997
            Paul R. Screvane         8,951,620                 352,897

          *There were no broker non-votes.

          The continuing directors were:  Park T. Adikes, Joseph J. Blaine,
          Howard J. Dirkes Jr., Alfred F. Kelly, Richard W. Meyer and Arnold B.
          Pritcher.

          Resolution II.  Ratification  of the  appointment of KPMG Peat Marwick
          LLP, as independent auditors for the year ending December 31, 1996, as
          follows*:

                     For:  9,142,478
                 Against:    107,375
                 Abstain:     54,664

          *There were no broker non-votes.

          Resolution III. Approval of the JSB Financial, Inc., 1996 Stock Option
          Plan, as follows:

                     For:  5,248,738
                 Against:  2,260,688
                 Abstain:    202,420

          Broker non-votes totaled 1,592,671.



<PAGE>
                                       21



          Resolution  IV.  Stockholder  proposal,  as set  forth  in  the  proxy
          statement, as follows:

                     For:  1,569,278
                 Against:  5,695,065
                 Abstain:    322,443

          Broker non-votes totaled 1,717,731.

ITEM 5.  Other information                                    (Not Applicable)

ITEM 6.  Exhibits and Reports on Form 8-K
 
                                                                   Page
                                                                  Number
                                                                  ------
    (a)  Exhibits

         3.01  Articles of Incorporation     (1)
         3.02  By-laws                       (2)
        11.00  Computation of Earnings Per Share                    24
        27.00  Financial Data Schedule                              25

    (b)  Reports on Form 8-K                                  (Not Applicable)





    (1)  Incorporated herein by reference to Exhibits filed with the
          Registration Statement on Form S-1, Registration No. 33-33821.



    (2)   Incorporated  herein by reference to Exhibits filed with the Form 10-Q
          for the Quarter Ended March 31, 1996.



<PAGE>
                                       22





                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the  Registrant  has duly caused this Quarterly  Report on the Form
10-Q for the  quarter  ended  June 30,  1996,  to be signed on its behalf by the
undersigned, thereunto duly authorized.





                                  JSB Financial, Inc.
                                  (By)





                             /s/  Park T. Adikes
                                  --------------
                                  Park T. Adikes
                                  Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.



DATE:  August 9, 1996        /s/  Park T. Adikes
       --------------             --------------
                                  Chief Executive Officer



DATE:  August 9, 1996        /s/  Thomas R. Lehmann
       --------------             -----------------
                                  Thomas R. Lehmann
                                  Vice President
                                  Chief Financial Officer



<PAGE>
                                       23






                                Exhibit Index
                                -------------



      Exhibit No.               Identification of Exhibit
      -----------               -------------------------

        11.00                   Statement Re:  Computation of Per Share Earnings

        27.00                   Financial Data Schedule



                                       
<TABLE>


                                                          PART 1:  EXHIBIT 11.00

                       JSB FINANCIAL, INC. AND SUBSIDIARY
                  STATEMENT RE:  COMPUTATION OF PER SHARE EARNINGS
                 (Unaudited, In Thousands, except per share amounts)
<CAPTION>

                                                                                Three Months Ended    Six Months Ended
                                                                                    June 30,               June 30,
<S>                                                                            <C>       <C>        <C>       <C> 
                                                                                  1996      1995      1996        1995
Primary earnings per share: Shares used in computing earnings per share:

  Weighted average number of shares outstanding                                 10,273    10,616     10,334    10,631

  Assuming  exercise of options reduced by the number of shares which could have
   been purchased at average stock price with proceeds from exercise
   of such options                                                                 471       556        477       552
                                                                                ------    ------     ------    ------

Common stock and common stock equivalents                                       10,744    11,172     10,811    11,183

Earnings:

  Net income                                                                   $ 6,798    $4,391    $12,876   $ 9,998

Earnings per common and common equivalent share                                  $ .63     $0.39      $1.19     $ .89


Earnings per share -- assuming full dilution:
Shares used in computing earnings per share:

  Weighted average number of shares outstanding                                 10,273    10,616     10,334    10,631

  Assuming  exercise of options reduced by the number of shares which could have
   been purchased at period end stock price with proceeds from
   exercise of such options                                                        466       542        480       552
                                                                                ------    ------     ------    ------

Common stock and common stock equivalents                                       10,739    11,158     10,814    11,183


Earnings:
  Net income                                                                   $ 6,798   $ 4,391    $12,876   $ 9,998

Earnings per common share assuming full dilution                                 N/A*      N/A*       $1.19     $ .89

</TABLE>

*Not applicable - result is anti-dilutive

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
Unaudited Statement of Financial Condition as of June 30, 1996 and the Unaudited
Consolidated  Statement  of Income for the six months ended June 30, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                                                   0000861499
<NAME>                                         JSB Financial, Inc.
<MULTIPLIER>                                                 1,000
<CURRENCY>                                            U.S. DOLLARS
       
<S>                                   <C>
<PERIOD-TYPE>                         6-MOS
<FISCAL-YEAR-END>                                      DEC-31-1996
<PERIOD-START>                                         JAN-01-1996
<PERIOD-END>                                           JUN-30-1996
<EXCHANGE-RATE>                                                  1         
<CASH>                                                      12,736
<INT-BEARING-DEPOSITS>                                           0
<FED-FUNDS-SOLD>                                            54,000
<TRADING-ASSETS>                                                 0
<INVESTMENTS-HELD-FOR-SALE>                                 43,661
<INVESTMENTS-CARRYING>                                     536,411
<INVESTMENTS-MARKET>                                       536,401
<LOANS>                                                    823,993
<ALLOWANCE>                                                  5,009
<TOTAL-ASSETS>                                           1,526,060
<DEPOSITS>                                               1,164,424
<SHORT-TERM>                                                     0
<LIABILITIES-OTHER>                                         28,919
<LONG-TERM>                                                      0
                                            0
                                                      0
<COMMON>                                                       160
<OTHER-SE>                                                 332,557
<TOTAL-LIABILITIES-AND-EQUITY>                           1,526,060
<INTEREST-LOAN>                                             34,976
<INTEREST-INVEST>                                           17,282
<INTEREST-OTHER>                                             1,605
<INTEREST-TOTAL>                                            53,863
<INTEREST-DEPOSIT>                                          20,188
<INTEREST-EXPENSE>                                          20,188
<INTEREST-INCOME-NET>                                       33,675
<LOAN-LOSSES>                                                  321
<SECURITIES-GAINS>                                               4
<EXPENSE-OTHER>                                             13,328
<INCOME-PRETAX>                                             22,376
<INCOME-PRE-EXTRAORDINARY>                                  12,876
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                12,876
<EPS-PRIMARY>                                                 1.19
<EPS-DILUTED>                                                 1.19
<YIELD-ACTUAL>                                                4.65
<LOANS-NON>                                                 12,753
<LOANS-PAST>                                                 1,426
<LOANS-TROUBLED>                                             4,948
<LOANS-PROBLEM>                                                  0
<ALLOWANCE-OPEN>                                             4,697
<CHARGE-OFFS>                                                   20
<RECOVERIES>                                                    11
<ALLOWANCE-CLOSE>                                            5,009
<ALLOWANCE-DOMESTIC>                                         5,009
<ALLOWANCE-FOREIGN>                                              0
<ALLOWANCE-UNALLOCATED>                                          0
        

</TABLE>


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