SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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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) May 17, 2001
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Prestige Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)

Pennsylvania 33-32692 25-1785128
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)

710 Old Clairton Road, Pleasant Hills, PA 15236
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(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (412) 655-1190
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Reasons for Report:

ITEM 5. OTHER EVENTS
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Prestige Bancorp, Inc. ("Company") (NASDAQ: PRBC), the savings and loan
holding company for Prestige Bank, a Federal Savings Bank, ("Bank"), today
announced that on May 16, 2001, the Board of Directors declared a stock dividend
of 12% to shareholders of record of June 1, 2001 for distribution on June 15,
2001. This action is being taken in order to comply with NASDAQ listing
requirements.

Persons and groups owning 5% or more of the Company's Common Stock are
required to file certain reports with the Securities and Exchange Commission
("SEC") regarding such ownership pursuant to the Securities Act of 1934, as
amended (the "1934 Act"). As of April 30, 2001, management knows of no person
who beneficially owns 5% or more of the Common Stock of the Company other than
those individuals and the entity shown on the table immediately below. The
following table sets forth as of April 30, 2001 certain information as to the
Common Stock beneficially owned by the Prestige Bancorp Employee Stock Ownership
Plan (the "ESOP") and each other 5% or greater stockholder of the Company and
all executive officers and directors of the Company as a group.

5% OR BETTER BENEFICIAL OWNERSHIP(1)
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AMOUNT AND NATURE OF PERCENT OF SHARES OF
BENEFICIAL OWNERSHIP OF COMMON STOCK
COMMON STOCK AS OF OUTSTANDING AS OF
NAME AND ADDRESS OF BENEFICIAL OWNER APRIL 30, 2001 APRIL 30, 2001
- ----------------------------------------------------- ----------------------- -------------------

Prestige Bancorp Employee Stock Ownership Plan......... 101,709 9.60%
710 Old Clairton Road
Pleasant Hills, PA 15236

Morris Propp........................................... 100,985(2) 9.53%
105 Commodore Drive
Jupiter, FL 33477

Jeffrey L. Gendell..................................... 82,036(3) 7.74%
Tontine Financial Partners, L.P., et al
200 Park Avenue, Suite 3900
New York, NY 10166

John A. Stiver......................................... 75,518(4) 7.13%
710 Old Clairton Road
Pleasant Hills, PA 15236

Directors & Executive Officers
as a Group (10 persons)................................ 192,984(5)(6)(7) 18.21%

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(1) For the purpose of this table, a record date of April 30, 2001 was
utilized to reflect a 12% stock dividend. The actual record date will
be June 1, 2001.

(2) Based on a Schedule 13D filed on May 31, 2000 on behalf of Morris Propp
and Melvin Heller. This figure includes 521 shares of Common Stock
awarded to Mr. Propp, but not yet vested, currently held by the
Management Recognition and Retention Plan and Trust over which shares
Mr. Propp possesses the power to direct the exercise of voting rights.

(3) Based on a Schedule 13D filed on January 2, 2001 on behalf of Tontine
Financial Partners, L.P., Tontine Management, L.L.C. and Jeffrey L.
Gendell.

(4) John A. Stiver is a former director of the Company. This figure is
based on an Officer and Director Questionnaire completed by Mr. Stiver
in connection with the preparation of the Proxy Statement dated
March 28, 2001. This figure does not include 1,411 shares of Common
Stock of the Company covered by vested options to purchase Common Stock
of the Company held by Mr. Stiver.

(5) For purposes of this table, the term executive officers includes all
persons who were executive officers of the Company and the Savings Bank
on April 30, 2001.

(6) This figure includes additional shares of Common Stock described in
footnotes to the table of beneficial ownership of the Company by the
directors and executive officers. This figure also includes the
following: 2,665 shares of Common Stock held by Directors in a
fiduciary capacity (other than related to the ESOP or the Management
Retention and Recognition Plan and Trust) for another person or held by
or for the benefit of family members of executive officers or
directors. This figure includes unvested awards of 8,590 shares of
Common Stock which have been granted to directors and executive
officers of the Company and the Savings Bank under the Management
Recognition and Retention Plan and Trust over which shares the named
individuals possess the power to direct the exercise of voting rights
and which such shares have been

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acquired by and held in the Management Recognition and Retention Plan
and Trust. This figure also includes 4,272 shares of Common Stock owned
by the ESOP which are allocated to executive officers over which such
executive officers have the power to direct the exercise of voting
rights. Vested options of this group to purchase 29,568 shares of
Common Stock were outstanding on April 30, 2001, but such shares were
not included in this figure because the exercise price of such options
was greater than the market price on April 30, 2001.

(7) Ownership interests of Common Stock by directors and executive officers
are set forth below.

BENEFICIAL OWNERSHIP OF COMMON STOCK OF DIRECTORS & EXECUTIVE OFFICERS(1)

PERCENT OF
CURRENT SHARES OF SHARE OF
TERM COMMON STOCK COMMON
DIRECTOR TO BENEFICIALLY STOCK
NAME AGE(2) SINCE(3) EXPIRE OWNED(4) OUTSTANDING
- --------------------- ------ -------- ------ ------------ -----------

George Brikis............................. 46 2001 2004 650(5) *
Martin W. Dowling......................... 74 1992 2002 9,013(6) *
James M. Hein, CFO........................ 37 N/A N/A 19,086(7) 1.80%
Michael R. Macosko........................ 49 1992 2004 19,066(8) 1.80%
Charles P. McCullough..................... 46 1995 2003 9,081(9) *
John Meegan............................... 42 2001 2004 650(10) *
James A. Nania............................ 53 2001 2003 650(11) *
Morris Propp.............................. 55 2001 2004 100,985(12) 9.53%
Mark R. Schoen............................ 47 1994 2002 7,996(13) *
Patricia A. White......................... 55 1989 2004 25,807(14) 2.44%
All Directors & Executive Officers........
As a Group (10 Persons)................ -- -- -- 192,984(15) 18.21%

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* Does not exceed 1% of the Company's voting securities.

(1) For the purpose of this table, a record date of April 30, 2001 was
utilized to reflect a 12% stock dividend. The actual record date will
be June 1, 2001.

(2) As of April 30, 2001.

(3) Prior to the Conversion on June 27, 1996, the Savings Bank was a
federal chartered mutual savings bank. The Company is a holding company
that was created as part of the Conversion. As part of the Conversion,
the then-directors of the Savings Bank were selected as Directors of
the Company.

(4) Beneficial ownership as of April 30, 2001.

(5) Mr. Brikis is a Prestige Bank Director. This figure includes 650 shares
of Common Stock awarded to Mr. Brikis, but not yet vested, currently
held by the Management Recognition and Retention Plan and Trust over
which shares Mr. Brikis possesses the power to direct the exercise of
voting rights.

(6) This figure also includes 611 shares of Common Stock awarded to Mr.
Dowling, but not yet vested, currently held by the Management
Recognition and Retention Plan and Trust over which shares Mr. Dowling
possesses the power to direct the exercise of voting rights. This
figure does not include 1,639 shares of Common Stock of the Company
covered by vested options to purchase Common Stock of the Company held
by Mr. Dowling.

(7) This figure also includes 1,756 shares of Common Stock awarded to
Mr. Hein, but not yet vested

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currently held by the Management Recognition and Retention Plan and
Trust over which shares Mr. Hein possesses the power to direct the
exercise of voting rights. This figure also includes 2,076 shares of
Common Stock allocated to the account of Mr. Hein established under the
terms of the ESOP over which shares Mr. Hein possesses the power to
direct the exercise of voting rights. This figure does not include
shares of Common Stock of the Company owned by the ESOP for which Mr.
Hein acts as co-trustee. This figure does not include shares of Common
Stock of the Company held in the Management Recognition and Retention
Plan and Trust, for which Mr. Hein acts as co-trustee, which are not
allocated to Mr. Hein. This figure does not include 7,366 shares of
Common Stock of the Company covered by vested options to purchase
Common Stock of the Company held by Mr. Hein.

(8) This figure includes 638 shares of Common Stock awarded to Mr. Macosko,
but not yet vested, currently held by the Management Recognition and
Retention Plan and Trust over which shares Mr. Macosko possesses the
power to direct the exercise of voting rights. This figure does not
include 1,748 shares of Common Stock of the Company covered by vested
options to purchase Common Stock of the Company held by Mr. Macosko.

(9) This figure includes 1,963 shares of Common Stock held individually by
Mrs. McCullough through an IRA account. This figure also includes 531
shares of Common Stock awarded to Mr. McCullough, but not yet vested,
currently held by the Management Recognition and Retention Plan and
Trust over which shares Mr. McCullough possesses the power to direct
the exercise of voting rights. This figure does not include 1,316
shares of Common Stock of the Company covered by vested options to
purchase Common Stock of the Company held by Mr. McCullough.

(10) Mr. Meegan is a Prestige Bank Director. This figure includes 650 shares
of Common Stock awarded to Mr. Meegan, but not yet vested, currently
held by the Management Recognition and Retention Plan and Trust over
which shares Mr. Meegan possesses the power to direct the exercise of
voting rights.

(11) This figure includes 650 shares of Common Stock awarded to Mr. Nania,
but not yet vested, currently held by the Management Recognition and
Retention Plan and Trust over which shares Mr. Nania possesses the
power to direct the exercise of voting rights.

(12) This figure is based on a Schedule 13D collectively filed on May 31,
2000 on behalf of Morris Propp and Melvin Heller. This figure includes
521 shares of Common Stock awarded to Mr. Propp, but not yet vested,
currently held by the Management Recognition and Retention Plan and
Trust over which shares Mr. Propp possesses the power to direct the
exercise of voting rights.

(13) This figure includes 702 shares of Common Stock held by Mr. Schoen or
Mrs. Schoen as custodian for minor children. This figure does not
include shares of Common Stock of the Company owned by the ESOP for
which Mr. Schoen acts as a co-trustee. This figure does not include
shares of Common Stock of the Company held in the Management
Recognition and Retention Plan and Trust, for which Mr. Schoen acts as
co-trustee, which are not allocated to Mr. Schoen. This figure also
includes 557 shares of Common Stock awarded to Mr. Schoen, but not yet
vested, currently held by the Management Recognition and Retention Plan
and Trust over which shares Mr. Schoen possesses the power to direct
the exercise of voting rights. This figure does not include 1,423
shares of Common Stock of the Company covered by vested options to
purchase Common Stock of the Company held by Mr. Schoen.

(14) This figure also includes 2,026 shares of Common Stock awarded to Mrs.
White, but not yet vested currently held by the Management Recognition
and Retention Plan and Trust over which shares Mrs. White possesses the
power to direct the exercise

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of voting rights. This figure also includes 2,196 shares of Common
Stock allocated to the account of Mrs. White established under the
terms of the ESOP over which shares Mrs. White possesses the power to
direct the exercise of voting rights. This figure does not include
16,076 shares of Common Stock of the Company covered by vested options
to purchase Common Stock of the Company held by Mrs. White.

(15) See footnotes 5 and 6 to the table of "5% or Better Beneficial
Ownership" set forth above.

Submitted below is an amendment to Part II of the Quarterly Form 10-Q for
the period ended March 31, 2001.

Item 4. Submission of Matters to a Vote of Security-Holders
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b) 1. Patricia A. White, elected to new three year term
2. Michael R. Macosko, elected to new three year term
3. Morris Propp, elected to a three year term
4. James A. Nania
5. Mark R. Schoen
6. Charles P. McCullough
7. Martin W. Dowling

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.

Date: May 17, 2001
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Registrant: PRESTIGE BANCORP, INC.
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Signature: /s/ Mark R. Schoen
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Title: Chairman, Chief Executive Officer and President

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