SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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



                Date of Report (Date of earliest event reported):
                                  July 14, 2004


                           PHSB Financial Corporation
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)




        Pennsylvania                0-33419                  25-1894708
- ----------------------------     --------------     ----------------------------
(State or other jurisdiction     (SEC File No.)     (IRS Employer Identification
      of incorporation)                                       Number)


744 Shenango Road, Beaver Falls, Pennsylvania                 15010
- ---------------------------------------------                 -----
 (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:       (724) 846-7300
                                                          --------------


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



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



Item 7.  Exhibits
- -------  --------

(c)      Exhibits

         Exhibit 99 -- Press Release, dated July 14, 2004.

Item 12.  Results of Operations and Financial Condition
- --------  ---------------------------------------------

         On July 14, 2004, PHSB Financial  Corporation issued a press release to
report earnings for the quarter ended June 30, 2004. A copy of the press release
is furnished as Exhibit 99 to this Form 8-K.



                                   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, hereunto duly authorized.

                                             PHSB FINANCIAL CORPORATION




Date:    July 14, 2004              By:      /s/Richard E. Canonge
                                             -----------------------------------
                                             Richard E. Canonge
                                             Chief Financial Officer