BRIDGE VIEW BANCORP
10QSB, 1998-05-13
STATE COMMERCIAL BANKS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 10-QSB

(Mark One)
(X) Annual report pursuant to Section 13 or 15(d) of the Securities Exchange 
    Act of 1934 for the fiscal year ended March 31, 1998

( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the transition period from _____________ to _____________.

    Commission file number : 1-12165

                              Bridge View Bancorp
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

               New Jersey                                    22-3461336
    --------------------------------                     -----------------
    (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                       Identification)

                 457 Sylvan Avenue, Englewood Cliffs, NJ 07632
            ------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                 201-871-7800
             ----------------------------------------------------
             (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

    Title of each class:              Name of each exchange on which registered:
    Common Stock, No Par Value        American Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act:    None

Indicate by check mark whether the Issuer: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, 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. YES (X) NO___

                       APPLICABLE TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the Registrant's classes of
common stock, as of the last practicable date.

             2,647,900 shares of Common Stock as of April 21, 1998


                                      1
<PAGE>




                                     INDEX

                              BRIDGE VIEW BANCORP




Part I  -  Financial Information


Item 1.  Financial Statement

         Consolidated Statements of Financial Condition
         as of March 31, 1998 and December 31, 1997  (unaudited)

         Consolidated Statements of Income
         for the three months ended March 31, 1998 and 1997  (unaudited)

         Consolidated Statements of Cash Flows
         for the three months ended March 31, 1998 and 1997  (unaudited)

         Notes to Unaudited Consolidated Financial Statements


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











                                      2
<PAGE>


                              BRIDGE VIEW BANCORP
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                (in thousands)

<TABLE>
<CAPTION>
                                                              March 31,   December 31, 
                                                                1998          1997
                                                              --------      --------
<S>                                                           <C>           <C>     
ASSETS                                                       (unaudited)
Cash and cash equivalents:
     Cash and due from banks ...........................      $ 12,545      $  9,629
     Federal funds sold ................................        15,800        12,000
                                                              --------      --------
TOTAL CASH AND CASH EQUIVALENTS ........................        28,345        21,629
                                                              --------      --------
Securities:
     FHLBNY Stock, at cost .............................           476           476
     Available for sale ................................        11,485        12,543
     Held to maturity ..................................        26,523        24,781
                                                              --------      --------
TOTAL SECURITIES .......................................        38,484        37,800
                                                              --------      --------
Loans, net of allowance for losses of $1,086 and $1,009,
and deferred loan fees of $153 and $129, respectively ..        81,468        82,186
Premises and equipment, net ............................         1,633         1,652
Accrued interest receivable and other
assets .................................................         1,290         1,353
                                                              --------      --------
TOTAL ASSETS ...........................................      $151,220      $144,620
                                                              ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Non-interest bearing demand
     deposits ..........................................      $ 36,381      $ 38,790
     Interest bearing deposits:
          Savings and time deposits ....................        76,075        71,260
          Certificates of deposit $100,000 + ...........        22,241        18,695
                                                              --------      --------
TOTAL DEPOSITS .........................................       134,697       128,745
Accrued interest payable and other liabilities .........           989           718
                                                              --------      --------
TOTAL LIABILITIES ......................................       135,686       129,463
Commitments and Contingencies
Stockholders' equity:
     Common stock, no par value,
     authorized 10,000,000 shares issued
     and outstanding 2,521,810 in 1998
     and 2,521,010 in 1997 .............................        13,353        13,347
     Retained earnings .................................         2,158         1,788
     Accumulated other comprehensive income ............            23            22
                                                              --------      --------
TOTAL STOCKHOLDERS' EQUITY .............................        15,534        15,157
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............      $151,220      $144,620
                                                              ========      ========
</TABLE>

           See notes to unaudited consolidated financial statements.


                                      3
<PAGE>

                              BRIDGE VIEW BANCORP
                       CONSOLIDATED STATEMENTS OF INCOME
                           (unaudited, in thousands)
                                                   Three months ended March 31,
                                                        1998        1997
                                                        ----        ----

Interest Income:
   Loans, including fees ...........................   $1,856      $1,665
   Federal funds sold ..............................      184         159
   Investment Securities
      Taxable ......................................      446         519
      Tax - exempt .................................       64          59
                                                       ------      ------
TOTAL INTEREST INCOME                                   2,550       2,402

Interest Expense:
   Savings deposits ................................      213         176
   Other time deposits .............................      262         395
   Time deposits $100,000 + ........................      254         329
                                                       ------      ------
TOTAL INTEREST EXPENSE                                    729         900

               Net Interest Income                      1,821       1,502

Provision for loan losses ..........................       80          60

Net interest income after provision for loan
losses                                                  1,741       1,442

Non-interest income:
   Service charge income ...........................      300         238
                                                       ------      ------
TOTAL NON-INTEREST INCOME                                 300         238

Non-interest expense:
   Salaries and related expenses ...................      553         493
   Premises and fixed assets .......................      272         200
   Other ...........................................      397         390
                                                       ------      ------
TOTAL NON-INTEREST EXPENSE                              1,222       1,083

Income before income taxes                                819         597

Income tax expense                                        323         233
                                                       ------      ------

NET INCOME                                             $  496      $  364
                                                       ======      ======

Earnings per share:
     Basic                                             $ 0.20      $ 0.16
     Diluted                                           $ 0.19      $ 0.16

           See notes to unaudited consolidated financial statements.



                                      4
<PAGE>

                              BRIDGE VIEW BANCORP
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                          Three months ended March 31,
                                                              1998           1997
                                                            --------       --------

<S>                                                         <C>            <C>     
Cash flows from operating activities:
     Net Income ......................................      $    496       $    364
     Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation and amortization ................            45             41
        Provision for loan losses ....................            80             60
        Proceeds from sales of loans held for sale ...           823             53
        Loans originated for sale ....................          (815)           (50)
        Decrease in accrued interest receivable
        and other assets .............................           (63)          (211)
        Increase in accrued interest payable and other
        liabilities ..................................           271            220
                                                            --------       --------
Net Cash Provided by Operating Activities ............           837            477

Cash flows from investing activities:
     Proceeds from maturities of investment securities         5,107          3,624
     Purchases of investment securities ..............        (5,751)       (12,416)
     Net decrease (increase) in loans ................           718         (1,000)
     Additions to premises and equipment .............           (27)            (8)
                                                            --------       --------
Net Cash Provided by (Used in) Investing Activities ..            47         (9,800)

Cash flows from financing activities:
     Net increase in deposits ........................         5,952          2,387
     Proceeds from issuance of common stock ..........             6            209
     Cash paid for dividends .........................          (126)          (105)
                                                            --------       --------
Net Cash Provided by Financing Activities ............         5,832          2,491

Net change in cash and cash equivalents ..............         6,716         (6,832)
Cash and cash equivalents at beginning of period .....        21,629         23,558
                                                            --------       --------
Cash and cash equivalents at end of period ...........      $ 28,345       $ 16,276

Cash paid during the period for:
     Interest ........................................           688            874
     Income taxes ....................................          --             --
</TABLE>

           See notes to unaudited consolidated financial statements.






                                      5
<PAGE>



                     BRIDGE VIEW BANCORP AND SUBSIDIARIES

             Notes to Unaudited Consolidated Financial Statements





 (1)   Summary of Significant Accounting Policies

       The accompanying consolidated financial statements include the accounts
       of Bridge View Bancorp (the Company) and its direct and indirect
       wholly-owned subsidiaries, Bridge View Bank and Bridge View Investment
       Company (the Bank). All significant inter-company accounts and
       transactions have been eliminated in consolidation. Certain accounts in
       prior periods have been restated to conform to the current
       presentation.

       The consolidated condensed financial statements included herein have
       been prepared without audit pursuant to the rules and regulations of
       the Securities and Exchange Commission. Certain information and
       footnote disclosures normally included in financial statements prepared
       in accordance with generally accepted accounting principles have been
       condensed or omitted pursuant to such rules and regulations. The
       accompanying consolidated financial statements reflect all adjustments
       which are, in the opinion of management, necessary to a fair statement
       of the results for the interim periods presented. Such adjustments are
       of a normal recurring nature. These consolidated unaudited financial
       statements should be read in conjunction with the audited financial
       statements and the notes thereto as of and for the year ended December
       31, 1997. The results for the three months ended March 31, 1998 are not
       necessarily indicative of the results that may be expected for the year
       ended December 31, 1998.

       Organization

       The Bank is a commercial bank which provides a full range of banking
       services to individuals and corporate customers in New Jersey. The Bank
       is subject to competition from other financial institutions. The Bank
       is regulated by state and federal agencies and is subject to periodic
       examinations by those regulatory authorities.

       Basis of Financial Statement Presentation

       The consolidated financial statements have been prepared in conformity
       with generally accepted accounting principles. In preparing the
       consolidated financial statements, management is required to make
       estimates and assumptions that affect the reported amounts of assets
       and liabilities as of the date of the consolidated statement of
       financial condition and revenues and expenses for the year. Actual
       results could differ significantly from those estimates.





                                      6
<PAGE>

       Material estimates that are particularly susceptible to significant
       change in the near term relate to the determination of the allowance
       for loan losses. In connection with the determination of the allowance
       for loan losses, management generally obtains independent appraisals
       for significant properties.

       Securities Available for Sale

       Management determines the appropriate classification of securities at
       the time of purchase. If management has the intent and the Bank has the
       ability at the time of purchase to hold securities until maturity, they
       are classified as investment securities. Securities to be held for
       indefinite periods of time and not intended to be held to maturity are
       classified as securities available for sale. Gains or losses on sales
       of securities available for sale are based upon the specific
       identification method. Securities available for sale are reported at
       fair value with changes in the carrying value from period to period
       included as a separate component of stockholders' equity.

       Investment Securities

       Investment securities are carried at the principal amount outstanding,
       adjusted for amortization of premiums and accretion of discounts using
       a method that approximates the level-yield method over the terms of the
       securities. Investment securities are carried at the principal amount
       outstanding because the Bank has the ability and it is management's
       intention to hold these securities to maturity.

       Earnings Per Share

       Earnings per share is based upon the computational standards
       established by the FASB Statement of Financial Accounting Standards No.
       128. This statement provided for the replacement of Primary EPS and
       Fully Diluted EPS with Basic EPS and Diluted EPS. Basic EPS excludes
       dilution and represents the effect of earnings upon the weighted
       average number of shares outstanding for the period. Diluted EPS
       reflects the effect of earnings upon weighted average shares including
       the potential dilution that could occur if securities or contracts to
       issue common stock were converted or exercised. All per share data has
       been restated to reflect this new statement as well as the two-for-one
       exchanges in 1997 and 1996, respectively, and all stock dividends.


(2)    Formation of Bank Holding Company and Exchange of Common Stock

       The Company is a New Jersey corporation organized in May 1996 at the
       direction of the Board of Directors of the Bank for the purpose of
       acquiring all of the capital stock of the Bank. As part of the
       acquisition in December 1996, shareholders of the Bank received shares
       of the Company's common stock, no par value per share (the Common
       Stock), in a ratio of two shares of Common Stock for each outstanding
       share of the Common Stock of the Bank, $5.00 per share par value. The
       acquisition was accounted for in a manner similar to a pooling of
       interest resulting in no changes in the underlying assets and
       liabilities.




                                      7
<PAGE>

 (3)   Earnings Per Share Reconciliation

       In February, 1997, the Financial Accounting Standards Board issued
       Statement of Financial Accounting Standards No. 128 "Earnings per
       Share" (SFAS 128). SFAS 128 establishes standards for the presentation
       and disclosure for earnings per share (EPS). It also simplifies the
       standards for computing EPS and makes them comparable to international
       EPS standards. SFAS 128 replaces the presentation of primary and fully
       diluted EPS with basic and diluted EPS, respectively, and requires the
       reconciliation of the numerator and the denominator of basic EPS with
       that of diluted EPS. Basic EPS is computed by dividing net income by
       the weighted-average number of common shares outstanding for the
       period. The diluted EPS computation includes the potential impact of
       dilutive securities including stock options and restricted stock
       grants. The dilutive effect of stock options is computed using the
       treasury stock method which assumes the repurchase of common shares of
       the Company at the average market price for the period.

       The reconciliation of the numerator and the denominator of basic EPS
       with that of diluted EPS is presented for the three month periods ended
       March 31, 1998, and 1997.

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                                    1998        1997
                                                                                    ----        ----
                                                                                     (in thousands,
                                                                                 except per share data)
<S>                                                                                <C>            <C>
       Basic earnings per share :

            Net Income                                                             $  496         364
                                                                                   ======      ======

       Average number of shares outstanding                                         2,521       2,210
                                                                                   ======      ======

       Basic earnings per share                                                    $ 0.20        0.16
                                                                                   ======      ======


       Diluted earnings per share :

            Net Income                                                             $  496         364
                                                                                   ======      ======

       Average number of shares of common stock and equivalents outstanding :
            Average common shares outstanding                                       2,521       2,210

            Additional shares considered in diluted computation assuming :
               Exercise of options and warrants                                        79         124
                                                                                   ------      ------

       Average number of shares outstanding
       on a diluted basis                                                           2,600       2,334
                                                                                   ======      ======

       Diluted earnings per share                                                  $ 0.19        0.16
                                                                                   ======      ======
</TABLE>



                                      8
<PAGE>

(4)    Comprehensive Income

       Financial Accounting Standards Board Statement No. 130, "Reporting
       Comprehensive Income", (SFAS 130) establishes standards for reporting
       and displaying of comprehensive income and its components (revenues,
       expenses, gains, and losses) in a full set of general purpose financial
       statements. SFAS 130 requires all items that are required to be
       recognized under accounting standards as components of comprehensive
       income to be reported in a financial statement that is displayed with
       the same prominence as other financial statements. SFAS 130 does not
       require a specific format for that financial statement but requires
       that an enterprise display an amount representing total comprehensive
       income for the period in that financial statement.

       SFAS 130 requires that an enterprise (a) classify items of other
       comprehensive income by their nature in a financial statement and (b)
       display the accumulated balance of other comprehensive income
       separately from retained earnings and additional paid-in capital in the
       equity section of a statement of financial position. SFAS 130 is
       effective for fiscal years beginning after December 15, 1997.
       Reclassification of financial statements for earlier periods provided
       for comparative purposes is required. The Company adopted Statement 130
       on January 1, 1998. Total comprehensive income includes net income and
       other comprehensive income which is comprised of unrealized holding
       gains and losses on securities available for sale, net of taxes. Total
       comprehensive income is as follows:

<TABLE>
<CAPTION>
                                                                Three months ended March 31,
          (in thousands)                                       1998                      1997
                                                               ----                      ----
<S>                                                           <C>                       <C>   
          Comprehensive Income
          Net income                                          $  496                    $  364
          Other comprehensive income, net of taxes                 1                       (57)
                                                              ------                    ------
          Total comprehensive income                          $  497                    $  307
</TABLE>






                                      9
<PAGE>

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATION

The following discussion and analysis of financial condition and results of
operations should be read in conjunction with the Company's consolidated
financial statements and the notes thereto included herein. When necessary,
reclassifications have been made to prior years' data throughout the following
discussion and analysis for purposes of comparability.


RESULTS OF OPERATIONS  -  Three Months Ended March 31, 1998 and 1997

The Company's results of operations depend primarily on its net interest
income, which is the difference between the interest earned on its
interest-earning assets and the interest paid on funds borrowed to support
those assets, primarily deposits. Net interest margin is the difference
between the weighted average rate received on interest-earning assets and the
weighted average rate paid on interest-bearing liabilities, as well as the
average level of interest-earning assets as compared with that of
interest-bearing liabilities. Net income is also affected by the amount of
non-interest income and other operating expenses.

NET INCOME
For the three months ended March 31, 1998, net income increased by $132,000 or
36.3% to $496,000 from $364,000 for the three months ended March 31, 1997. The
increase in net income is the result of a 21.2%, increase in net interest
income to $1,821,000 from $1,502,000 in the prior year combined with an
increase in fee income to $300,000 from $238,000 in 1997 producing a 37.2%
increase in pre-tax income to $819,000 for first quarter, 1998 compared to
$597,000 for first quarter, 1997.

Interest expense fell $171,000 or 19.0% for the three months ended March 31,
1998 compared to the three months ended March 31, 1997. This decrease reflects
the effect of a shift in the deposit portfolio during late 1997 resulting in
cost efficient deposits.

Operating expenses increased by $139,000 or 12.8% for the three month period
ended March 31, 1998 compared to 1997. These increases reflect the Company's
continued growth which also affected staff additions, occupancy expenses,
salary and employee benefits, data processing, as well as other administrative
expenses attributable to the Company's expected opening of two new branches
during the second half, 1998.

On a per share basis, basic earnings per share were $0.20 for the quarter
ended March 31, 1998 as compared to $0.16 for the quarter ended March 31,
1997. Diluted earnings per share were $0.19 for the first quarter of 1998 as
compared to $0.16 for the first quarter of 1997. Per share data has been
restated to reflect 5% stock dividends and the 2 for 1 stock split in 1997.

PROVISION FOR LOAN LOSSES
For the quarter ended March 31, 1998, the Company's provision for loan losses
was $80,000, an increase of $20,000 from the provision of $60,000 for the
quarter ended March 31, 1997. The increased provision reflects the anticipated
growth of the loan portfolio.



                                      10
<PAGE>

NON-INTEREST INCOME
Non-interest income, which was primarily attributable to service fees received
from deposit accounts, amounted, for the three months ended March 31,1998, to
$300,000, an increase of $62,000 above the $238,000 from the three months
ended March 31, 1997. The increase in service fees is attributable to the
higher level of average deposits.

NON-INTEREST EXPENSE
Non-interest expenses for the quarter ended March 31,1998 amounted to
$1,222,000, an increase of $139,000 over the $1,083,000 for the quarter ended
March 31, 1997. These increases are related primarily to staff additions,
occupancy expense, data processing fees, customary increases for salary and
employee benefits, as well as other administrative expenses resulting from the
bank's growth.

INCOME TAX EXPENSE
The income tax provision, which includes both federal and state taxes, for the
quarters ended March 31, 1998 and 1997 was $323,000 and $233,000,
respectively. The increase in income taxes is a direct result of the increase
in income before taxes in 1997.


          FINANCIAL CONDITION: March 31, 1998 and December 31, 1997

At March 31, 1998, the Company's total assets were $151,220,000 compared to
$144,620,000 at December 31, 1997. Total loans decreased to $82,707,000 at
March 31, 1998 from $83,324,000 at December 31, 1997. Total deposits at
quarter end 1998 were $134,697,000 compared to $128,745,000 at December 31,
1997.


LOAN PORTFOLIO
At March 31, 1998, the Company's total loans were $82,707,000, a decrease of
$617,000 or 0.7% over total loans of $83,324,000 at December 31, 1997. The
decrease in the loan portfolio is due to loan prepayments. Management
maintains that the Company will remain successful in penetrating this market
due to the fact that, through mergers and acquisitions, the Company's trade
area is now primarily served by large institutions, frequently headquartered
out of state. Management believes that it is not cost-efficient for these
larger institutions to provide the level of personal service to small business
borrowers that the Company provides.

The Company's loan portfolio consists of commercial loans, real estate loans,
and consumer loans. Commercial loans are made for the purpose of providing
working capital, financing the purchase of equipment or inventory, as well as
for other business purposes. Real estate loans consist of loans secured by
commercial or residential real property and loans for the construction of
commercial or residential property. Consumer loans are made for the purpose of
financing the purchase of consumer goods, home improvements, and other
personal needs, and are generally secured by the personal property being
purchased.



                                      11
<PAGE>

The Company's loans are primarily to businesses and individuals located in
eastern Bergen County, New Jersey. The Company has not made loans to borrowers
outside of the United States. Commercial lending activities are focused
primarily on lending to small business borrowers. The Company believes that
its strategy of customer service, competitive rate structures, and selective
marketing have enabled the Company to gain market entry to local loans. Bank
mergers and lending restrictions at larger banks competing with the Company
have also contributed to the Company's efforts to attract borrowers.


The following table sets forth the classification of the Company's loans by
major category as of March 31, 1998 and December 31, 1997, respectively :

<TABLE>
<CAPTION>
                                                   March 31, 1998                      December 31, 1997
                                                   --------------                     ------------------
                                                                (Dollars in thousands)

                                                 Amount          Percent              Amount         Percent

<S>                                             <C>             <C>                  <C>             <C>  
Commercial and Industrial                       $14,641         17.7%                $15,568         18.7%
Real Estate:
        Non-residential properties               25,578         30.9%                 25,929         31.1%
        Residential properties                   37,794         45.7%                 36,988         44.4%
        Construction                              3,029          3.7%                  2,783          3.3%
Consumer                                          1,665          2.0%                  2,056          2.5%
                                                -------      --------                -------      -------- 
Total Loans                                     $82,707          100%                $83,324          100%
                                                =======      ========                =======      ========
</TABLE>


ASSET QUALITY
The Company's principal assets are its loans. Inherent in the lending function
is the risk of the borrower's inability to repay a loan under its existing
terms. Risk elements include non-accrual loans, past due and restructured
loans, potential problem loans, loan concentrations, and other real estate
owned.

Non-performing assets include loans that are not accruing interest
(non-accrual loans) as a result of principal or interest being in default for
a period of 90 days or more. When a loan is classified as non-accrual,
interest accruals discontinue and all past due interest, including interest
applicable to prior years, is reversed and charged against current income.
Until the loan becomes current, any payments received from the borrower are
applied to outstanding principal until such time as management determines that
the financial condition of the borrower and other factors merit recognition of
such payments of interest.

The Company attempts to minimize overall credit risk through loan
diversification and its loan approval procedures. Due diligence begins at the
time a borrower and the Company begin to discuss the origination of a loan.
Documentation, including a borrower's credit history, materials establishing
the value and liquidity of potential collateral, the purpose of the loan, the
source and timing of the repayment of the loan, and other factors are analyzed
before a loan is submitted for approval. Loans made are also subject to
periodic audit and review.



                                      12
<PAGE>

The following table sets forth information concerning the Company's
non-performing assets as of the dates indicated:
                             Non-Performing Assets
                            (dollars in thousands)
                                                   March 31,     December 31,
                                                     1998            1997
                                                     ----            ----

Non-accrual loans                                  $   439         $   439
Non-accrual loans to total loans                      0.53%           0.53%
Non-performing assets to total assets                 0.29%           0.30%
Allowance for possible loan losses as
a percentage of non-performing loans                247.38%         229.84%

As of March 31, 1998, the Company has two non-accrual loans. One represents a
construction loan totaling $234,676, while the other is a home equity loan
aggregating $203,975. The Company has no other non-performing loans and has no
real estate owned (REO) as a result of a foreclosure.

Other than as disclosed above, there were no loans where information about
possible credit problems of borrowers causes management to have serious doubts
as to the ultimate collectibility of such loans.

As of March 31, 1998 and December 31, 1997, there were no concentrations of
loans exceeding 10% of the Company's total loans and the Company had no
foreign loans. The Company's loans are primarily to businesses and individuals
located in eastern Bergen County, New Jersey.


ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is a reserve established through charges to
earnings in the form of a provision for loan losses. The Company attempts to
maintain an allowance for loan losses at a sufficient level to provide for
potential losses in the loan portfolio. Loan losses are charged directly to
the allowance when they occur and any recovery is credited to the allowance.
Risks within the loan portfolio are analyzed on a continuous basis by the
Company's officers, by external independent loan review auditors, and by the
Company's audit committee. A risk system, consisting of multiple grading
categories, is utilized as an analytical tool to assess risk and appropriate
reserves. In addition to the risk system, management further evaluates risk
characteristics of the loan portfolio under current and anticipated economic
conditions and considers such factors as the financial condition of the
borrower, past and expected loss experience, and other factors which
management feels deserve recognition in establishing an appropriate reserve.
These estimates are reviewed at least quarterly, and, as adjustments become
necessary, they are realized in the periods in which they become known.
Additions to the allowance are made by provisions charged to the expense and
the allowance is reduced by net-chargeoffs (i.e. loans judged to be
uncollectible are charged against the reserve, less any recoveries on the
loans.) Although management attempts to maintain the allowance at an adequate
level, future addition to the allowance may be required based upon changes in
market conditions. Additionally, various regulatory agencies periodically
review the allowance for loan losses. These agencies may require additional
provisions based upon their judgment about information available to them at
the time of their examination.



                                      13
<PAGE>

The Company's allowance for loan losses totaled $1,086,000 and $934,000 at
March 31, 1998 and 1997, respectively. This increase in the allowance is due
to the continued growth of the loan portfolio. The following is a summary of
the reconciliation of the allowance for loan losses for the three month
periods ended March 31, 1998 and 1997, respectively :
                                                Three months ended
                                                      March 31,
                                                1998           1997
                                                ----           ----
                                              (dollars in thousands)

Balance, beginning of period                  $ 1,009        $   861
Charge-offs                                        (3)            (4)
Recoveries                                          0             17
Provision charged to expense                       80             60
                                              -------        -------
Balance, end of period                        $ 1,086        $   934
                                              =======        =======

Ratio of net charge-offs to
average loans outstanding                        0.00%          0.02%

Balance of allowance at end of period as
a percentage of loans at end of period           1.31%          1.21%


INVESTMENT SECURITIES

The Company maintains an investment portfolio to fund increased loan demand or
deposit withdrawals and other liquidity needs and to provide an additional
source of interest income. The portfolio is composed of U.S. Treasury
Securities, obligations of U.S. Government Agencies and selected municipal and 
state obligations.

Securities are classified as "held-to-maturity" (HTM), "available for sale"
(AFS), or "trading" at time of purchase. Securities classified as HTM are
based upon management's intent and the Company's ability to hold them to
maturity. Such securities are stated at cost, adjusted for unamortized
purchase premiums and discounts. Securities which are bought and held
principally for the purpose of selling them in the near term are classified as
trading securities, which are carried at market value. Realized gains and
losses as well as gains and losses from marking the portfolio to market value
are included in trading revenue. Securities not classified as HTM or trading
securities are classified as AFS and are stated at fair value. Unrealized
gains and losses on AFS securities are excluded from results of operations,
and are reported as a separate component of stockholders' equity, net of
taxes. Securities classified as AFS include securities that may be sold in
response to changes in interest rates, changes in prepayment risks, the need
to increase regulatory capital, or other similar requirements.

Management determines the appropriate classification of securities at the time
of purchase. At March 31, 1998, $26,523,000 of the Company's investment
securities were classified as held to maturity and $11,485,000 were classified
as available for sale. At March 31, 1998, the Company held no securities which
it classified as trading securities.



                                      14
<PAGE>

At March 31, 1998, total investment securities were $38,484,000, an increase
of $684,000, from total investment securities of $37,800,000 at December 31,
1997. This increase in investment securities from year end 1997 to quarter end
1998 reflects increases in total deposits in excess of funds needed for new
loan originations.

The following table sets forth the carrying value of the Company's security
portfolio as of the dates indicated.

A comparative summary of securities available for sale at March 31, 1998 and
December 31, 1997 is as follows (in thousands):


<TABLE>
<CAPTION>
                                                                            Gross       Gross
                                                              Amortized   unrealized  unrealized    Market
                                                                 cost       gains       losses      value
                                                              ---------   ----------  ----------    -----
<S>                                                          <C>             <C>         <C>     <C>     

              1998 - U.S. Government and
                  agency obligations                         $  11,446        47          (8)       $ 11,485
                                                              ========    ======       ======       ========

              1997 - U.S. Government and
                  agency obligations                         $  12,507        46         (10)       $ 12,543
                                                              ========    ======       =====        ========
</TABLE>

A comparative summary of investment securities held to maturity at March 31,
1998 and December 31, 1997 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                            Gross         Gross
                                                              Amortized   unrealized    unrealized    Market
                                                                 cost       gains         losses      value
                                                              ---------   ----------    ----------    -----
<S>                                                            <C>           <C>          <C>         <C>    
          1998:
              U.S. Government and agency
               securities                                      $19,933           64           (8)     $19,989
              Municipal obligations                              6,590            3           -         6,593
                                                              --------       ------         ----      -------
                                                                           
                                                              $ 26,523           67           (8)     $26,582
                                                              ========       ======         ====      =======
                                                                           
          1997:                                                            
              U.S. Government and agency                                   
               obligations                                    $ 19,442           37          ( 9)     $19,470
              Municipal obligations                              5,339           25           -         5,364
                                                              --------       ------         ----      -------
                                                                           
                                                              $ 24,781           62          ( 9)     $24,834
                                                              ========       ======         ====      =======
</TABLE>





                                      15
<PAGE>

The following table sets forth as of March 31, 1998, the maturity distribution
of the Company's investment portfolio :
                       Maturity of Investment Securities
                                March 31, 1998
                                (in thousands)
<TABLE>
<CAPTION>
                                                                                               Securities
                                        Investment Securities                             Available for Sale
                              ----------------------------------------------    -------------------------------------------
                                                                Weighted                                        Weighted
                              Amortized        Market           Average         Amortized       Market          Average
                              Cost             Value            Yield           Cost            Value           Yield
                              -----------      ------------     ------------    ------------    ------------    -----------

<S>                              <C>             <C>               <C>             <C>            <C>             <C>  
Within 1 Year                    $16,443         $16,464           6.06%           $  7,428       $ 7,443         5.95%

1 to 5 Years                      10,080          10,118           5.79%              4,018         4,042         6.10%


                                 -------         -------                            -------       -------

                                 $26,523         $26,582                            $11,446       $11,485
                                 =======         =======                            =======       =======
</TABLE>

The Company sold no securities from its portfolio during the first quarter of
1998 or 1997.


DEPOSITS
Deposits are the Company's primary source of funds. The Company experienced a
growth in deposit balances of $5,952,000 or 4.6% to $134,697,000 at March 31,
1998 as compared to $128,745,000 at December 31, 1997. This growth was
accomplished as a result of the growth of two new branches which were opened
during the third and fourth quarters of 1996 and the Company's continued
emphasis upon customer service through extended hours of operation and a
competitive rate structure. Within the increase in total deposits, interest
bearing deposits grew $5,552,000 or 16.9% from December 31, 1997 to March 31,
1998 while time deposits grew $2,325,000 or 5.7% during the same period. The
aggregate amount of interest bearing deposits totaled 28.5% of the Company's
total deposits at March 31, 1998 as compared to 25.5% at December 31, 1997.
The Company has no foreign deposits, nor are there any material concentrations
of deposits.

The following table sets forth the amount of various types of deposits for
each of the periods indicated (in thousands) :

<TABLE>
<CAPTION>
                                                               March 31,                  December 31 ,
                                                                 1998                         1997
                                                                 ----                         ----

                                                        Amount           %           Amount          %
                                                      ---------         -----      ---------        -----
<S>                                                   <C>               <C>        <C>              <C>  
        Non-interest Bearing Demand                   $  36,381         27.0%      $  38,790        30.1%
        Interest Bearing Demand                          38,445         28.5%         32,893        25.5%
        Savings                                          16,776         12.5%         16,292        12.7%
        Time Deposits                                    43,095         32.0%         40,770        31.7%
                                                       --------         ----        --------        ---- 

                                                       $134,697          100%       $128,745         100%
                                                       ========         =====       ========        =====
</TABLE>

                                      16
<PAGE>

The Company does not actively solicit short-term deposits of $100,000 or more
because of the liquidity risks posed by such deposits. The following table
summarizes the maturity distribution of certificates of deposit of
denominations of $100,000 or more as of March 31, 1998 (in thousands).

         Three months or less                                 $    15,666
         Over three months through twelve months                    5,990
         Over one year through three years                            426
         Over three years                                             159
                                                              -----------

         TOTAL                                                $    22,241
                                                              ===========


LIQUIDITY
The Company's liquidity is a measure of its ability to fund loans, withdrawals
or maturities of deposits, and other cash outflows in a cost-effective manner.
The Company's principal sources of funds are deposits, scheduled amortization
and prepayments of loan principal, maturities of investment securities, and
funds provided by operations. While scheduled loan payments and maturing
investments are relatively predictable sources of funds, deposit flow and loan
prepayments are greatly influenced by general interest rates, economic
conditions, and competition.

The Company's total deposits equaled $134,697,000 at March 31, 1998 as
compared to $128,745,000 at December 31, 1997. The increase in funds provided
by deposit inflows during this period has been more than sufficient to provide
the Company's loan demand and excess funds have been invested in investment
securities and federal funds sold.

Through the Company's investment portfolio, the Company has generally sought
to obtain a safe, yet slightly higher yield than would have been available to
the Company as a net seller of overnight federal funds while still maintaining
liquidity. Through its investments portfolio, the Company also attempts to
manage its maturity gap by seeking maturities of investments which coincide as
closely as possible with maturities of deposits. The Bank's investment
portfolio also includes securities held for sale to provide liquidity for
anticipated loan demand and other liquidity needs.

Although the Bank has been traditionally been a net "seller" of federal funds,
the Bank does maintain lines of credit with the Federal Home Loan Bank of New
York, Summit Bank, and Bank of New York for "purchase" of federal funds in the
event that temporary liquidity needs arise.

Management believes that the Company's current sources of funds provide
adequate liquidity for the current cash flow needs of the Company.





                                      17
<PAGE>


INTEREST RATE SENSITIVITY ANALYSIS
The principal objective of the Company's asset and liability management
function is to evaluate the interest-rate risk included in certain balance
sheet accounts; determine the level of risk appropriate given the Company's
business focus, operating environment, capital and liquidity requirements;
establish prudent asset concentration guidelines; and manage the risk
consistent with Board approved guidelines. The Company seeks to reduce the
vulnerability of its operations to changes in interest rates and to manage the
ratio of interest-rate sensitive assets to interest-rate sensitive liabilities
within specified maturities or repricing dates. The Company's actions in this
regard are taken under the guidance of the Asset/Liability Committee (ALCO) of
the Board of Directors. The ALCO generally reviews the Company's liquidity,
cash flow needs, maturities of investments, deposits and borrowings, and
current market conditions and interest rates.

One of the monitoring tools used by the ALCO is an analysis of the extent to
which assets and liabilities are interest rate sensitive and measures the
Company's interest rate sensitivity "gap". An asset or liability is said to be
interest rate sensitive within a specific time period if it will mature or
reprice within that time period. A gap is considered positive when the amount
of interest rate sensitive assets exceeds the amount of interest rate
sensitive liabilities. A gap is considered negative when the amount of
interest rate sensitive liabilities exceeds the amount of interest rate
sensitive assets. Accordingly, during a period of rising rates, a negative gap
may result in the yield on the institution's assets increasing at a slower
rate than the increase in its cost of interest-bearing liabilities resulting
in a decrease in net interest income. Conversely, during a period of falling
interest rates, an institution with a negative gap would experience a
repricing of its assets at a slower rate than its interest-bearing liabilities
which, consequently, may result in its net interest income growing.

The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at the periods indicated which are
anticipated by the Company, based upon certain assumptions, to reprice or
mature in each of the future time periods presented. Except as noted, the
amount of assets and liabilities which reprice or mature during a particular
period were determined in accordance with the earlier of the term to repricing
or the contractual terms of the asset or liability. Because the Bank has no
interest bearing liabilities with a maturity greater than five years,
management believes that a static gap for the over five year time period
reflects a more accurate assessment of interest rate risk. The Company's loan
repayment assumptions are based upon actual historical repayment rates.




                                      18
<PAGE>




                    Cumulative Rate Sensitive Balance Sheet
                                March 31, 1998
                                (in thousands)

<TABLE>
<CAPTION>
                                  0 - 3       0 - 6       0 - 1      0 - 5                      All 
                                 Months      Months       Year       Year       5 + Years      Others            TOTAL
                                 ------      ------       ----       ----       ---------      ------            -----
                                                                                             
<S>                             <C>         <C>         <C>         <C>          <C>           <C>              <C>     
Investment Securities           $ 4,107     $10,853     $23,928     $ 38,008     $      0      $      0         $ 38,008

Loans :
    Commercial                   19,728      20,095      22,753       46,487        2,237             0           48,724
    Participations                  479         479         479        2,251          179             0            2,430
    Mortgages                         0         181         596       12,515        2,043             0           14,558
    Consumer                     14,765      14,773      14,845       16,514          482             0           16,996

Federal Funds Sold               15,800      15,800      15,800       15,800            0             0           15,800
Other Assets                          0           0           0            0            0        14,704           14,704
                                -------     -------     -------     --------     --------      --------         --------

TOTAL ASSETS                    $54,879     $62,181     $78,401     $131,575     $136,516      $151,220         $151,220
                                =======     =======     =======     ========     ========      ========         ========

Transaction /
NOW Accounts                    $25,934     $25,934     $25,934      $25,934  $         0  $          0        $  25,934
Money Market                     12,512      12,512      12,512       12,512            0             0           12,512
Savings                          16,774      16,774      16,774       16,774            0             0           16,774
CD's < $100,000                   9,904      15,731      18,977       20,824           30             0           20,854
CD's > $100,000                  15,666      16,959      21,656       22,241            0             0           22,241
Other Liabilities                     0           0           0            0            0        37,371           37,371
Equity                                0           0           0            0            0        15,534           15,534
                                -------     -------     -------     --------     --------      --------         --------

TOTAL LIABILITIES AND
EQUITY                          $80,790     $87,910     $95,853      $98,285      $98,315      $151,220         $151,220
                                =======     =======     =======      =======      =======      ========         ========

Dollar Gap                     (25,911)    (25,729)    (17,452)       33,290       38,201
Gap / Total Assets              -17.13%     -17.01%     -11.54%       22.01%       25.26%
Target Gap Range               +/-35.0%   +/- 30.0%   +/- 25.0%     +/-25.0%
RSA / RSL                        67.93%      70.73%      81.79%      133.87%      138.86%
(Rate Sensitive Assets to
 Rate Sensitive Liabilities)
</TABLE>


                                      19
<PAGE>


CAPITAL
A significant measure of the strength of a financial institution is its
capital base. The Company's federal regulators have classified and defined
Company capital into the following components: (1) Tier I Capital, which
includes tangible shareholders' equity for common stock and qualifying
perpetual preferred stock, and (2) Tier II Capital, which includes a portion
of the allowance for possible loan losses, certain qualifying long-term debt,
and preferred stock which does not qualify for Tier I Capital. Minimum capital
levels are regulated by risk-based capital adequacy guidelines which require
certain capital as a percent of the Company's assets and certain off-balance
sheet items adjusted for predefined credit risk factors (risk-adjusted
assets).

A Bank Holding Company is required to maintain, at a minimum, Tier I Capital
as a percentage of risk-adjusted assets of 4.0% and combined Tier I and Tier
II Capital as a percentage risk-adjusted assets of 8.0%.

In addition to the risk-based guidelines, the Company's regulators require
that an institution which meets the regulator's highest performance and
operation standards maintain a minimum leverage ratio (Tier I Capital as a
percentage of tangible assets) of 3.0%. For those institutions with higher
levels of risk or that are experiencing or anticipating significant growth,
the minimum leverage ratio will be evaluated through the ongoing regulatory
examination process. The Company is subject to substantially similar
regulations by its federal regulations.


The following table summarizes the risk-based and leverage capital ratios for
the Bank at March 31, 1998, as well as the required minimum regulatory capital
ratios:

                               Capital Adequacy

                                                                   Minimum
                                            March 31,              Regulatory
                                            1998                   Requirements
                                            ------------           ------------
Risk-Based Capital:
         Tier I Capital Ratio                 16.05%                   4.0%
         Total Capital Ratio                  17.18%                   8.0%
Leverage Ratio                                10.67%                   3.0%


IMPACT OF INFLATION AND CHANGING PRICES
The consolidated financial statements of the Company and notes thereto,
presented elsewhere herein, have been prepared in accordance with generally
accepted accounting principles, which require the measurement of financial
position and operating results in terms of historical dollars without
considering the change in the relative purchasing power of money over time and
due to inflation. The impact of inflation is reflected in the increased cost
of the Company's operations. Unlike most industrial companies, nearly all of
the assets and liabilities of the Company are monetary. As a result, interest
rates have a greater impact on the Company's performance than do the effects
of general levels of inflation. Interest rates do not necessarily move in the
same direction or to the same extent as the prices of goods and services.


                                      20
<PAGE>

CURRENT OPERATIONAL AND ACCOUNTING ISSUES



YEAR 2000
Due to the technological issues surrounding the Year 2000, the Company has
adopted a Year 2000 Compliance Plan. The Company has also established a Year
2000 Compliance Committee, which includes members of senior management from
all operating areas. The objectives of the plan and the committee are to
ensure that the Bank will be prepared for the new millenium. As recommended by
the Federal Financial Institutions Examination Council, the Year 2000 Plan
includes the following phases: Awareness, Assessment, Renovation, Validation,
and Implementation.

The Company is currently in the Assessment stage and has identified the most
critical applications, which includes addressing contract and service
agreements. Management believes that it is currently on target to be
appropriately prepared for any changes and no material expenses have been
identified.





                                      21
<PAGE>



PART II        OTHER INFORMATION

Item 1.        Legal proceedings  -  NONE

Item 2.        Changes in securities  -  NONE

Item 3.        Defaults upon senior securities  -  NONE

Item 4.        Submission of matters to a vote of securities holders  -  NONE

Item 5.        Other information  -  NONE

Item 6.        Exhibits and reports on Form 8-K  -  NONE





                                      22
<PAGE>





                                  SIGNATURES


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



                                               /s/  Michael Lesler
                                        By: _____________________________
                                            (Registrant - Bridge View Bancorp)
                                               Michael Lesler
                                               Principal Financial Officer and
                                               Manager - Financial Reporting




Date:  May 11, 1998






                                      23
<PAGE>




                               INDEX TO EXHIBITS







Exhibit
Number                     Description of Exhibits
- -------                    -----------------------
   27                      Financial Data Schedule





                                      24


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's unaudited March 31, 1997 financial statements and is
qualified in its entirety by reference to such financial statements.

</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                      12,545,000
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                            15,800,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 11,485,000
<INVESTMENTS-CARRYING>                      26,523,000
<INVESTMENTS-MARKET>                        26,582,000
<LOANS>                                     82,707,000
<ALLOWANCE>                                  1,086,000
<TOTAL-ASSETS>                             151,220,000
<DEPOSITS>                                 134,697,000
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                            989,000
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                    13,353,000
<OTHER-SE>                                   2,181,000
<TOTAL-LIABILITIES-AND-EQUITY>             151,220,000
<INTEREST-LOAN>                              1,847,000
<INTEREST-INVEST>                              703,000
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                             2,550,000
<INTEREST-DEPOSIT>                             729,000
<INTEREST-EXPENSE>                             729,000
<INTEREST-INCOME-NET>                        1,821,000
<LOAN-LOSSES>                                   80,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              1,222,000
<INCOME-PRETAX>                                819,000
<INCOME-PRE-EXTRAORDINARY>                     819,000
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   819,000
<EPS-PRIMARY>                                    $0.20
<EPS-DILUTED>                                    $0.19
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                    439,000
<LOANS-PAST>                                   439,000
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             1,009,000
<CHARGE-OFFS>                                    3,000
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                            1,086,000
<ALLOWANCE-DOMESTIC>                         1,086,000
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        294,000
        

</TABLE>


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