STATE BANCORP INC
10-Q, 1998-11-13
STATE COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the quarterly period ended: SEPTEMBER 30, 1998

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       For the transition period from      to    .


                               STATE BANCORP, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

              NEW YORK                                   11-2846511
              --------                                   ----------
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

               699 HILLSIDE AVENUE, NEW HYDE PARK, NEW YORK 11040
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                  (516) 437-1000
                                  ---------------
               (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.

                               Yes   X       No
                                   -----        -----

As of October 31, 1998, there were 6,517,721 shares of Common Stock outstanding.

<PAGE>

                               STATE BANCORP, INC.

                                    FORM 10-Q

                                      INDEX



PART I.      FINANCIAL INFORMATION                                          Page
                                                                            ----
Item 1.      Consolidated Financial Statements

Consolidated Balance Sheets - September 30, 1998 and December 31, 1997
     (Unaudited)                                                              1.

Consolidated  Statements of Earnings for the Three and Nine Months Ended
     September 30, 1998 and 1997 (Unaudited)                                  2.

Consolidated Statements of Cash Flows for the Nine Months Ended September 30,
     1998 and 1997 (Unaudited)                                                3.

Consolidated Statements of Stockholders' Equity for the Nine Months Ended
     September 30, 1998 and 1997 (Unaudited)                                  4.

Notes to Unaudited Consolidated Financial Statements                          5.

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              8.


PART II.      OTHER INFORMATION

Item 1.      Legal Proceedings - None                                        N/A

Item 2.      Changes in Securities - None                                    N/A

Item 3.      Defaults upon Senior Securities - None                          N/A

Item 4.      Submission of Matters to a Vote of Security Holders - None      N/A

Item 5.      Other Information - None                                        N/A

Item 6.      Exhibits and Reports on Form 8-K - None                         N/A

SIGNATURES                                                                   17.

<PAGE>

- -----------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------------------------------
- -----------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997 (UNAUDITED)
- -----------------------------------------------------
- -----------------------------------------------------
ASSETS:                                                   1998          1997
- ----------------------------------------------------- -----------  -------------
CASH AND DUE FROM BANKS                               $15,424,109   $26,932,820
FEDERAL FUNDS SOLD                                     27,000,000             0
SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL        34,000,000    34,000,000
                                                     ------------- -------------
CASH AND CASH EQUIVALENTS                              76,424,109    60,932,820

SECURITIES:
  HELD TO MATURITY (ESTIMATED FAIR VALUE -
    $3,729,424 IN 1998 AND $10,644,882 IN 1997)         3,724,268    10,637,143
  AVAILABLE FOR SALE - AT ESTIMATED FAIR VALUE        230,477,414   277,577,567
                                                     ------------- -------------
TOTAL SECURITIES                                      234,201,682   288,214,710

LOANS - NET OF ALLOWANCE FOR POSSIBLE LOAN LOSSES
  ($5,478,781 IN 1998 AND $5,123,651 IN 1997)         383,144,401   372,509,616
BANK PREMISES AND EQUIPMENT - NET                       3,432,456     3,501,031
OTHER ASSETS                                           11,568,055    12,930,760
- --------------------------------------------------   ------------- -------------
TOTAL ASSETS                                         $708,770,703  $738,088,937
- --------------------------------------------------   ============= =============

- --------------------------------------------------
LIABILITIES:
- --------------------------------------------------
DEPOSITS:
  DEMAND                                             $112,739,318  $107,639,101
  SAVINGS                                             167,550,042   179,958,856
  TIME                                                328,692,347   323,629,963
                                                     ------------- -------------
TOTAL DEPOSITS                                        608,981,707   611,227,920

FEDERAL FUNDS PURCHASED                                         0     6,000,000
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE            500,000    14,818,000
OTHER SHORT-TERM BORROWINGS                            35,000,000    47,000,000
ACCRUED EXPENSES, TAXES AND OTHER LIABILITIES           4,527,590     4,112,754

- --------------------------------------------------   ------------- -------------
TOTAL LIABILITIES                                     649,009,297   683,158,674
- --------------------------------------------------   ------------- -------------

- --------------------------------------------------
STOCKHOLDERS' EQUITY:
- --------------------------------------------------
PREFERRED STOCK, $.01 PAR VALUE, AUTHORIZED
  250,000 SHARES                                                0             0
COMMON STOCK, $5.00 PAR VALUE, AUTHORIZED
  20,000,000 SHARES; ISSUED 6,578,499 SHARES IN 1998
  AND 6,503,832 SHARES IN 1997; OUTSTANDING 6,504,272
  SHARES IN 1998 AND 6,414,537 SHARES IN 1997          32,892,495    30,970,630
SURPLUS                                                24,189,758    18,457,388
RETAINED EARNINGS                                       2,926,012     6,567,744
UNREALIZED NET GAIN (LOSS) ON SECURITIES AVAILABLE
  FOR SALE (NET OF DEFERRED INCOME TAX PROVISION (BENEFIT)
  OF $223,193 IN 1998 AND ($149,144) IN 1997)             460,052      (215,067)
UNEARNED COMPENSATION                                    (706,911)     (850,432)

- --------------------------------------------------   ------------- -------------
TOTAL STOCKHOLDERS' EQUITY                             59,761,406    54,930,263
- --------------------------------------------------   ------------- -------------

- --------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $708,770,703  $738,088,937
- --------------------------------------------------   ============= =============
                                      (1)

<PAGE>
- ------------------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
- ------------------------------------------------------------
<TABLE>
- -----------------------------------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED)
- -----------------------------------------------------------------------------
<CAPTION>
                                                              ---------------------------------   ---------------------------------
                                                                        THREE MONTHS                          NINE MONTHS
                                                              ---------------------------------   ---------------------------------
                                                              ---------------   ---------------   ---------------   ----------------
                                                                    1998              1997              1998              1997
                                                              ---------------   ---------------   ---------------   ----------------

- ------------------------------------------------
INTEREST INCOME:
- ------------------------------------------------
<S>                                                           <C>                <C>              <C>               <C>
LOANS                                                         $  9,178,208       $  8,655,327     $ 27,141,603      $  25,392,489
FEDERAL FUNDS SOLD AND SECURITIES
 PURCHASED UNDER AGREEMENTS TO RESELL                              701,042            229,701        2,691,801          1,365,823
SECURITIES HELD TO MATURITY AND
 SECURITIES AVAILABLE FOR SALE:

   STATES AND POLITICAL SUBDIVISIONS                               664,848            432,515        1,755,117          1,501,166
   MORTGAGE-BACKED SECURITIES                                      506,014          1,177,363        2,011,044          3,801,356
   GOVERNMENT AGENCY SECURITIES                                  2,267,091          1,817,246        6,908,746          4,943,731
   OTHER SECURITIES                                                 48,168             32,414          144,155             96,488
                                                              ------------       ------------     ------------      -------------
TOTAL INTEREST INCOME                                           13,365,371         12,344,566       40,652,466         37,101,053
                                                              ------------       ------------     ------------      -------------
- ------------------------------------------------
INTEREST EXPENSE:
- ------------------------------------------------
TIME CERTIFICATES OF DEPOSIT OF $100,000 OR MORE                 3,196,241          2,600,650        9,531,181          7,298,373
OTHER DEPOSITS AND TEMPORARY BORROWINGS                          2,973,358          2,905,656        9,182,912          9,078,924
                                                              ------------       ------------     ------------      -------------
TOTAL INTEREST EXPENSE                                           6,169,599          5,506,306       18,714,093         16,377,297
                                                              ------------       ------------     ------------      -------------
NET INTEREST INCOME                                              7,195,772          6,838,260       21,938,373         20,723,756
PROVISION FOR POSSIBLE LOAN LOSSES                                 450,000            450,000        1,350,000          1,500,000
                                                              ------------       ------------     ------------      -------------
NET INTEREST INCOME AFTER PROVISION
 FOR POSSIBLE LOAN LOSSES                                        6,745,772          6,388,260       20,588,373         19,223,756
                                                              ------------       ------------     ------------      -------------
- ------------------------------------------------
OTHER INCOME:
- ------------------------------------------------
SERVICE CHARGES ON DEPOSIT ACCOUNTS                                302,833            291,865          862,590            916,999
NET SECURITY LOSSES                                                (13,877)           (30,457)         (58,100)           (84,794)
OTHER OPERATING INCOME                                              84,517            102,994          327,859            321,167
                                                              ------------       ------------     ------------      -------------
TOTAL OTHER INCOME                                                 373,473            364,402        1,132,349          1,153,372
                                                              ------------       ------------     ------------      -------------
INCOME BEFORE OPERATING EXPENSES                                 7,119,245          6,752,662       21,720,722         20,377,128
                                                              ------------       ------------     ------------      -------------
- ------------------------------------------------
OPERATING EXPENSES:
- ------------------------------------------------
SALARIES  AND  OTHER  EMPLOYEE  BENEFITS                         2,737,565          2,476,272        8,226,343          7,273,846
OCCUPANCY                                                          444,951            382,062        1,287,629          1,116,406
EQUIPMENT                                                          166,836            149,751          519,421            436,539
MARKETING AND ADVERTISING                                          119,000             99,000          347,000            297,000
DEPOSIT  ASSESSMENT  FEES                                           35,389             32,885          108,461             96,703
AMORTIZATION  OF  INTANGIBLES                                        9,034            124,184           74,520            426,757
OTHER  OPERATING  EXPENSES                                         934,238            971,784        2,830,588          2,641,118
                                                              ------------       ------------     ------------       ------------
TOTAL OPERATING EXPENSES                                         4,447,013          4,235,938       13,393,962         12,288,369
                                                              ------------       ------------     ------------       ------------
INCOME BEFORE INCOME TAXES                                       2,672,232          2,516,724        8,326,760          8,088,759
PROVISION FOR INCOME TAXES                                         880,068            894,449        2,845,541          2,852,968
- ------------------------------------------------              ------------       ------------     ------------       ------------
NET INCOME                                                    $  1,792,164       $  1,622,275     $  5,481,219       $  5,235,791
- ------------------------------------------------              ------------       ------------     ------------       ------------
- ------------------------------------------------
BASIC EARNINGS PER COMMON SHARE                               $       0.28       $       0.25     $       0.85       $       0.82
- ------------------------------------------------              ------------       ------------     ------------       ------------
- ------------------------------------------------
DILUTED EARNINGS PER COMMON SHARE                             $       0.27       $       0.25     $       0.84       $       0.82
- ------------------------------------------------              ------------       ------------     ------------       ------------
- ------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                       6,498,360          6,387,215        6,467,243          6,361,745
- ------------------------------------------------              ------------       ------------     ------------       ------------
</TABLE>
                                      (2)

<PAGE>
- ----------------------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
- ----------------------------------------------------------------
- ----------------------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED)
- ----------------------------------------------------------------
- ----------------------------------------------------  -----------  ------------
OPERATING ACTIVITIES:                                     1998          1997
- ----------------------------------------------------  -----------  ------------
  NET INCOME                                           $5,481,219   $5,235,791
  ADJUSTMENTS TO RECONCILE NET INCOME TO NET
   CASH PROVIDED BY OPERATING ACTIVITIES:
    PROVISION FOR POSSIBLE LOAN LOSSES                  1,350,000    1,500,000
    DEPRECIATION AND AMORTIZATION OF BANK
       PREMISES AND EQUIPMENT                             494,254      399,810
    AMORTIZATION OF INTANGIBLES                            74,520      426,757
    AMORTIZATION OF NET PREMIUM ON SECURITIES             769,145    1,142,529
    AMORTIZATION OF UNEARNED COMPENSATION                 315,748      210,544
    NET SECURITY LOSSES                                    58,100       84,794
    GAIN ON SALE OF OTHER REAL ESTATE OWNED ("OREO")            0      (56,680)
    DECREASE (INCREASE) IN OTHER ASSETS                 1,240,849   (1,823,923)
    INCREASE IN ACCRUED EXPENSES, TAXES
       AND OTHER LIABILITIES                              366,657      314,745
                                                     ------------  ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES              10,150,492    7,434,367
                                                     ------------  ------------
- -----------------------------------------------------
INVESTING ACTIVITIES:
- -----------------------------------------------------
  PROCEEDS FROM MATURITIES OF SECURITIES HELD
     TO MATURITY                                       13,441,950   31,558,512
  PURCHASES OF SECURITIES HELD TO MATURITY             (6,531,200)  (7,707,701)
  PROCEEDS FROM SALES OF SECURITIES AVAILABLE
     FOR SALE                                         360,615,464  162,741,639
  PROCEEDS FROM MATURITIES OF SECURITIES AVAILABLE
     FOR SALE                                         238,408,002  101,759,853
  PURCHASES OF SECURITIES AVAILABLE FOR SALE         (551,700,977)(341,274,880)
  INCREASE IN LOANS - NET                             (12,309,785) (20,225,447)
  PROCEEDS FROM SALE OF OREO                                    0    1,083,343
  PURCHASES OF BANK PREMISES AND EQUIPMENT - NET         (425,678)    (732,336)
                                                     ------------  ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES    41,497,776  (72,797,017)
                                                     ------------  ------------
- -----------------------------------------------------
FINANCING ACTIVITIES:
- -----------------------------------------------------
  DECREASE IN DEMAND AND SAVINGS DEPOSITS              (7,308,597) (37,810,916)
  INCREASE IN TIME DEPOSITS                             5,062,384   82,598,583
  (DECREASE) INCREASE IN FEDERAL FUNDS PURCHASED       (6,000,000)  10,900,000
  DECREASE IN SECURITIES SOLD UNDER
     AGREEMENTS TO REPURCHASE                         (14,318,000) (22,133,000)
  (DECREASE) INCREASE IN OTHER SHORT-TERM
     BORROWINGS                                       (12,000,000)   9,000,000
  CASH DIVIDENDS PAID                                  (2,515,802)  (1,809,421)
  PROCEEDS FROM SHARES ISSUED UNDER DIVIDEND
     REINVESTMENT PLAN                                    669,088      587,045
  PROCEEDS FROM STOCK OPTIONS EXERCISED                   253,948       50,152
                                                     ------------  ------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES   (36,156,979)  41,382,443
                                                     ------------  ------------
- -----------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   15,491,289  (23,980,207)
- -----------------------------------------------------
- -----------------------------------------------------
CASH AND CASH EQUIVALENTS - JANUARY 1                  60,932,820   64,676,593
- -----------------------------------------------------
- ----------------------------------------------------- -----------  ------------
CASH AND CASH EQUIVALENTS - SEPTEMBER 30              $76,424,109  $40,696,386
- ----------------------------------------------------- -----------  ------------
- -----------------------------------------------------
SUPPLEMENTAL DATA:
- -----------------------------------------------------
     INTEREST PAID                                    $18,578,316  $16,332,717
     INCOME TAXES PAID                                 $3,518,592   $3,298,779
     TRANSFERS FROM LOANS TO OREO                        $325,000           $0
     ADJUSTMENT TO UNREALIZED NET GAIN (LOSS) ON SECURITIES
        AVAILABLE FOR SALE                             $1,047,456   $1,046,021
     DIVIDENDS DECLARED BUT NOT PAID AS OF QUARTER
        END                                              $778,704     $730,997
                                      (3)

<PAGE>
- --------------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------
<TABLE>
- --------------------------------------------------------------------
STATE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED)
- --------------------------------------------------------------------
<CAPTION>
                                                                                        UNREALIZED
                                                                                        NET (LOSS)
                                                                                         GAIN ON
                                                                                        SECURITIES       UNEARNED
                                            COMMON                        RETAINED       AVAILABLE        COMPEN-
                                             STOCK        SURPLUS         EARNINGS       FOR SALE         SATION            TOTAL
                                             -----        -------         --------       --------         ------            -----
<S>                                     <C>            <C>             <C>             <C>             <C>             <C>
BALANCE,  JANUARY 1, 1998               $ 30,970,630   $ 18,457,388    $  6,567,744    ($   215,067)   ($   850,432)   $54,930,263

NET INCOME                                                                5,481,219                                      5,481,219

CASH DIVIDEND
   ($0.40 PER SHARE)                                                     (2,563,979)                                    (2,563,979)

5% STOCK DIVIDEND (312,332 SHARES
   AT MARKET VALUE)                        1,561,660      4,997,312      (6,558,972)                                             0

SHARES ISSUED UNDER DIVIDEND
  REINVESTMENT PLAN (31,102 SHARES
  AT 95% OF MARKET VALUE)                    155,510        513,578                                                        669,088

STOCK OPTIONS EXERCISED                      204,695         49,253                                                        253,948

AMORTIZATION OF UNEARNED
   COMPENSATION                                             172,227                                         143,521        315,748

CHANGE IN UNREALIZED NET GAIN
   ON SECURITIES AVAILABLE FOR SALE                                                         675,119                        675,119
- ------------------------------------    ------------   ------------    ------------    ------------    ------------   ------------
BALANCE,  SEPTEMBER 30, 1998            $ 32,892,495   $ 24,189,758    $  2,926,012     $   460,052    ($   706,911)   $59,761,406
- ------------------------------------    ------------   ------------    ------------    ------------    ------------   ------------


BALANCE,  JANUARY 1, 1997               $ 25,505,240   $ 22,915,331    $  2,130,980    ($   936,100)   ($ 1,045,980)   $48,569,471

NET INCOME                                                                5,235,791                                      5,235,791

CASH DIVIDEND
  ($0.30 PER SHARE)                                                      (1,940,292)                                    (1,940,292)

6 FOR 5 STOCK SPLIT (1,026,672
  SHARES AT $5.00 PAR VALUE)               5,133,360     (5,133,360)                                                             0

SHARES ISSUED UNDER DIVIDEND
  REINVESTMENT PLAN (43,207 SHARES
  AT 95% OF MARKET VALUE)                    216,035        371,010                                                        587,045

STOCK OPTIONS EXERCISED                       39,390         10,762                                                         50,152

AMORTIZATON OF UNEARNED
   COMPENSATION                                              66,618                                         143,926        210,544

CHANGE IN UNREALIZED NET LOSS
   ON SECURITIES AVAILABLE FOR SALE                                                         617,675                        617,675
- ------------------------------------    ------------   ------------    ------------    -------------    ------------ -------------
BALANCE,  SEPTEMBER 30, 1997            $ 30,894,025   $ 18,230,361    $  5,426,479    ($   318,425)    ($  902,054)   $53,330,386
- ------------------------------------    ------------   ------------    ------------    -------------    ------------ -------------
</TABLE>
                                      (4)
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------

FINANCIAL STATEMENT PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------



In the opinion of the management of State  Bancorp,  Inc. (the  "Company"),  the
preceding unaudited  consolidated  financial statements contain all adjustments,
consisting of normal  accruals,  necessary  for a  fair  presentation  of  its
consolidated financial condition as of September 30, 1998 and December 31, 1997,
its consolidated earnings for the nine months ended September 30, 1998 and 1997
and cash flows and changes in stockholders' equity for the nine months ended
September 30, 1998 and 1997.  The results of operations for the nine months
ended September 30, 1998 are not  necessarily  indicative of the results of
operations to be expected for the remainder  of the  year.  For  further
information,  refer to the  consolidated financial statements and footnotes
thereto included in the Company's 1997 annual report on Form 10-K.  Certain
amounts have been reclassified to conform with the current year's presentation.


STOCKHOLDERS' EQUITY

The Company has 250,000  shares of preferred  stock  authorized.  No shares were
issued as of September 30, 1998.

In connection  with the rights  offering in July 1996, the Bank's Employee Stock
Option  Plan (the  "ESOP")  borrowed  $1,200,000  from the  Company to  purchase
126,000  (adjusted for stock dividends and splits) of the Company's  shares.  As
such, the Company  recognizes a deduction from  stockholders'  equity to reflect
the unearned  compensation for the shares. The unearned ESOP shares,  pledged as
collateral  for the  ESOP  loan,  are held in a  suspense  account  and  legally
released for allocation  among the participants as principal and interest on the
loan is repaid  annually.  Shares are committed to be released  monthly from the
suspense account, and the Company recognizes  compensation  expense equal to the
current  market price of the common shares.  As of September 30, 1998,  51,773
shares have been released from the suspense account and are considered
outstanding for earnings per share computations.

The Company adopted  Statement of Financial  Accounting  Standards  ("SFAS") No.
130, "Reporting  Comprehensive Income," effective January 1, 1998. The statement
requires  disclosure  of amounts  from  transactions  and other events which are
currently excluded from the statement of operations and are recorded directly to
stockholders' equity. Total comprehensive income for the nine month periods
ended September 30, 1998 and 1997 amounted to $6,183,577 and $5,903,537,
respectively.

EARNINGS PER SHARE

Basic earnings per common share is computed based on the weighted average number
of shares  outstanding.  Diluted  earnings  per share is  computed  based on the
weighted average number of shares outstanding, increased by the number of common
shares  that are  assumed  to have been  purchased  with the  proceeds  from the
exercise of stock options (treasury stock method).  These purchases were assumed
to have been made at the average  market price of the common stock.  The average
market  price is based on the average  closing  bid price for the common  stock.
Retroactive  recognition has been given for stock dividends and splits,  as well
as for the adoption of SFAS No. 128.



                                    (5)
<PAGE>




For the Nine Months Ended September 30,               1998                1997
- ---------------------------------------               ----                ----
Net income                                        $5,481,219        $5,235,791
Average dilutive stock options outstanding           153,321           158,908
Average exercise price per share                      $11.03             $8.17
Average market price -  diluted basis                 $27.43            $16.05
Average common shares outstanding                  6,467,243         6,361,745
Increase in shares due to exercise of options -
diluted basis                                         43,035            30,319
                                                   ---------         ---------
Adjusted common shares outstanding -  diluted      6,510,278         6,392,064
                                                   =========         =========
Net income per share-basic                             $0.85             $0.82
                                                   =========         =========
Net income per share-diluted                           $0.84             $0.82
                                                   =========         =========



UNREALIZED NET GAIN (LOSS) ON SECURITIES AVAILABLE FOR SALE

Securities available for sale are stated at estimated fair value, and unrealized
gains and losses are excluded from earnings and reported as a separate component
of stockholders'  equity until realized.  Securities held to maturity are stated
at amortized cost. Management designates each security, at the time of purchase,
as either  available  for sale or held to  maturity  depending  upon  investment
objectives, liquidity needs and intent.


LOANS

As a result of the  Company's  evaluation  of impaired  loans,  an allowance for
possible loan losses of $1,146,158 and $953,106 was  established  for $7,992,004
and  $9,085,357  of the total  impaired  loans at September 30, 1998 and
December 31, 1997, respectively, with the balance of impaired loans requiring no
specific allowance. The total average impaired loan balance was $8,606,863 for
the quarter ended September 30, 1998 and $9,575,104 for the year ended December
31, 1997. Total impaired loans amounted to $8,305,561 at September 30, 1998
and $9,085,357 at December 31, 1997. At September 30, 1998, the aggregate amount
of impaired loans measured using the present value of expected future cash flows
discounted at each loan's effective interest rate is $5,529,049 and the amount
of impaired collateral-dependent loans, measured based on the fair value of the
underlying collateral, is $2,776,512.  Total interest income recognized for
impaired, nonaccrual and restructured loans was $8,106 and $125,606 for the
three months ended September 30, 1998 and 1997, respectively, and $197,432 and
$302,284 for the nine months ended September 30, 1998 and 1997, respectively.






                                    (6)
<PAGE>



Activity in the allowance for possible loan losses for the nine months ended
September 30, 1998 and 1997 is as follows:
                                                  1998              1997
                                                  ----              ----
Balance, January 1                             $5,123,651       $5,008,965
Provision charged to income                     1,350,000        1,500,000
Charge-offs, net of recoveries of
$316,745 in 1998 and $109,357 in 1997            (994,870)      (1,357,194)
                                               ----------       ----------
Balance, September 30                          $5,478,781       $5,151,771
                                               ==========       ==========

                                    (7)

<PAGE>

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

1. Material  Changes in Financial  Condition - As of September  30, 1998,  total
assets of the Company amounted to $708.8 million,  a decline of $29.3 million or
4.0% when compared to December 31, 1997. A lower level of investment  securities
(down  $54.0  million),  in both the  available  for  sale and held to  maturity
classifications,  accounted for the decline in total assets. Somewhat offsetting
the  contraction in the  investment  portfolio were increases in loans (up $11.0
million) and Federal funds sold (up $27.0 million).  The decrease in holdings of
available for sale securities resulted from principal paydowns and maturities in
the  mortgage-backed  portfolio  (down  $24.2  million)  along with a decline in
short-term  municipal  holdings (down $32.2  million)  primarily due to sales of
short-term bond and tax anticipation notes. The decline in total assets resulted
in a  reduced  dependence  on  short-term  borrowings  at the  end of the  third
quarter. Reductions in Federal funds purchased, securities sold under agreements
to repurchase and other  short-term  borrowings  amounted to $32.3 million while
total deposits  declined by $2.2 million or 0.4%. The deposit  reduction was due
to a lower level of savings  deposits (down $12.4  million),  largely  municipal
money fund balances.  The savings shortfall was partially offset by increases in
both demand  deposits,  primarily  business and  municipal  accounts,  and large
denomination  time CDs. The Company's third quarter net interest rate spread was
4.10% in 1998 versus  4.43% a year ago.  The net  interest  spread for the first
nine months of 1998 was 4.13%, lagging the prior year period by 25 basis points.
This  narrowing  of the spread was largely  the result of nominal  growth in the
Company's loan portfolio thus far in 1998 coupled with  accelerated  paydowns in
the  mortgage-backed  securities  portfolio  which were reinvested at rates well
below 1997 levels.

The  Company's  loan  portfolio  increased  by 2.9%  during the  September  1998
Year-to-date period. The loss of several large credits due to the acquisition of
several of the Company's  customers  coupled with normal principal  amortization
and clean-up  activity were the primary  forces  accounting for the slow rate of
growth in the loan portfolio thus far in 1998.  Management  anticipates that the
loan portfolio will expand at a somewhat  faster rate during the last quarter of
the year resulting in a year to year growth rate of  approximately 6% - 7% based
on current  market and interest rate  conditions.  At this point in the economic
cycle,  management of the Company  feels that,  more than ever, it is prudent to
carefully evaluate all requests for credit. Management of the Company has always
let growth  targets  take a back seat to the need for high  credit  quality.  As
such,  the Company has  substantial  collateral  support for its existing  loans
outstanding  and  it is  not  a  competitor  in  either  the  subprime  or  high
loan-to-value  markets.  Depending upon the Company's mix of deposits during the
fourth  quarter of 1998 and the very real  likelihood  of further  interest rate
reductions by the Federal Reserve Open Market Committee,  further compression of
the  Company's net interest rate spread during the last three months of the year
is a distinct possibility due to its near term asset-sensitive position.

Total  deposits  declined by $2.2  million to $609.0  million  when  compared to
year-end  1997.  The small  decline in total  deposits  was  primarily  due to a
reduction in savings  balances,  mainly  municipal money fund accounts which are
seasonal in nature. Largely offsetting this decline was

                                       (8)



<PAGE>
growth in business demand and savings  deposits.  Total demand deposits (up $5.1
million) have continued to show excellent  growth as average balances have grown
by 13.9%  thus far in 1998  following  increases  of 13.1% and 26.0% in 1997 and
1996, respectively.  Time deposits (up $5.1 million) increased by only 1.6% over
year-end 1997 as the result of an expanded level of large denomination  business
certificates of deposit. The decrease in purchased  liabilities of $32.3 million
resulted  from a reduced  dependence  on  securities  sold under  agreements  to
repurchase and Federal Home loan Bank advances. The use of purchased liabilities
is seasonal in nature and is utilized as a replacement for deposit  outflows and
to support short-term asset expansion.

Average  total  assets  increased  by 13.8% to $725.7  million  during the third
quarter of 1998 versus the comparable  1997 period.  Growth in  interest-earning
assets totaled 14.6%,  including investment  securities up $30.5 million (13.2%)
and loans up $24.3 million  (6.8%).  The growth in the investment  portfolio was
concentrated  in the  tax-exempt  municipal  sector and in  callable  Government
Agency paper.  Much of the municipal paper purchased during the third quarter of
1998  was  sold  prior  to the end of the  quarter  as  part  of the  previously
mentioned  balance sheet  restructuring.  The increase in loans outstanding took
place in the commercial and commercial mortgage categories,  mainly prime- based
advances.  In  addition,  Federal  funds  sold and  securities  purchased  under
agreements to resell  increased on average by $34.0 million,  largely the result
of municipal  collateralization activity. Third quarter average deposits grew by
$79.0 million or 14.4% to $627.1  million.  Increases in core deposits  (demand,
NOW,  savings  and money fund  accounts  - up $30.9  million or 11.2%) and large
denomination  certificates of deposit  accounted for the growth in third quarter
deposits.  Average  borrowed  funds advanced by 6.5% in 1998, as compared to the
same period in 1997. Average  stockholders'  equity increased by $6.1 million or
11.6% over the same period.  The net result of these  activities  along with the
interest  rate  compression  experienced  during 1998  produced a 33 basis point
narrowing of the third quarter net interest rate spread to 4.10%.  The Company's
average rate earned on its  interest-earning  assets declined by 42 basis points
while the average rate paid on supporting funds declined by only 9 basis points.
The Company's  returns on average assets and average  stockholders'  equity were
0.98% and 12.13%  versus 1.01% and 12.25% for the quarters  ended  September 30,
1998 and 1997, respectively.


The Company's  ability to grow its assets and earnings stems, to a large degree,
from the significance of its capital  strength.  The Company strives to maintain
an optimal level of capital,  commensurate  with its risk  profile,  on which an
attractive rate of return to  stockholders  will be realized over both the short
and long term, while serving the needs of depositors,  creditors and regulators.
In determining an optimal capital level,  the Company also considers the capital
levels of its peers and the evaluations of its primary regulators.  At September
30,  1998,  the  Company   continued  to  maintain   capital   adequacy   ratios
significantly  in excess of those  necessary  for it to be classified as a "well
capitalized"  institution  pursuant to the  provisions  of the  Federal  Deposit
Insurance  Corporation  Improvement  Act of 1991 (FDICIA).  Total  stockholders'
equity  amounted to $59.8  million at September  30,  1998,  an increase of $6.4
million or 12.1% versus the comparable 1997 date.  Excluding  valuations related
to SFAS No. 115 at September 30, 1998 and 1997, total stockholders'  equity grew
at a year to year rate of 10.5%. The following table (2-1) summarizes the

                                       (9)



<PAGE>

Company's  capital  ratios as of September 30, 1998 and compares them to current
regulatory guidelines and December 31 and September 30, 1997 actual results.


TABLE 2-1
                                Tier I capital/   Total Capital/
                        Tier I    Risk-Weighted    Risk-Weighted
                       Leverage          Assets           Assets
Regulatory Minimum  3.00%-5.00%           4.00%            8.00%

Ratios as of:
    September 30, 1998    8.13%          13.29%           14.53%
    December 31, 1997     7.50%          12.55%           13.73%
    September 30, 1997    8.32%          12.67%           13.91%


Regulatory Criteria for
  a "Well Capitalized"
  Institution             5.00%           6.00%           10.00%


Liquidity  management  is a  fundamental  component  of the  Company's  business
strategy.  The objective of liquidity management is to ensure the ability of the
Company  and  its  subsidiary  to  meet  their  financial   obligations.   These
obligations include the withdrawal of deposits on demand or at their contractual
maturity,  the repayment of  borrowings as they mature,  the ability to fund new
and existing loan commitments and to take advantage of business opportunities as
they arise.  Liquidity is composed of the  maintenance  of a strong base of core
customer  deposits,  maturing  short-term assets, the ability to sell marketable
securities and access to lines of credit and the capital  markets.  Liquidity at
the Company is measured and  monitored  daily,  thereby  allowing  management to
better  understand and react to emerging  balance sheet trends.  After assessing
actual and projected cash flow needs,  management seeks to obtain funding at the
most economical  cost to the Company.  Throughout the first nine months of 1998,
the Company's  liquidity  position  remained  stable and well within  acceptable
industry standards. As previously described, core deposit balances grew strongly
during the first three quarters of the year, while at the same time, paydowns on
mortgage-backed  securities also provided a source of readily available funds to
meet general  liquidity  needs. In addition,  at September 30, 1998, the Company
had  access  to $47  million  in  Federal  Home Loan  Bank  lines of credit  for
overnight or term borrowings with maturities of up to thirty years.  The Company
also had $16.5  million in informal  lines of credit  extended by  correspondent
banks to be utilized,  if needed,  for  short-term  funding  purposes as well as
approximately  $7.9  million  in  securities  available  to be pledged to secure
repurchase   agreements  or  Federal  Reserve  Discount  Window   borrowings  at
quarter-end 1998.

                                      (10)

<PAGE>

2.  Material  Changes in Results of  Operations - Net income for the nine months
ended September 30, 1998 was $5,481,000,  a 4.7% improvement over the comparable
1997 period.  The  improvement in earnings in 1998 resulted from a 5.9% increase
in net  interest  income  coupled  with  a  lower  provision  for  loan  losses.
Mitigating  these  improvements  somewhat  were  increases  in  total  operating
expenses and a decline in other income during the first nine months of 1998.

The higher  level of net  interest  income,  up $1.2  million to $21.9  million,
resulted from an expanded  interest-earning  asset base,  principally commercial
loans, commercial mortgages, callable Government Agency and municipal securities
and SPUARs,  along with growth in loan fees.  Loan  growth  improved  during the
third quarter of 1998  resulting in an increase in average loans  outstanding of
6.6%  during the first nine months of 1998 versus the  comparable  1997  period.
Strong local economic  trends and continued  consolidation  in the local banking
market have been the driving forces behind the expansion of the Company's recent
lending activities.  Management  anticipates that products such as the Company's
small  business  line of credit and the home  equity  product  "Prime for Life,"
promoted through focused calling efforts in targeted markets and industries will
provide ample  opportunity  to expand the loan  portfolio  during the last three
months of 1998. Management anticipates average loan growth of approximately 6% -
7% for the full year,  primarily  in the  commercial,  commercial  mortgage  and
installment loan areas.

The Company's investment  portfolio  increased,  on average, by $21.8 million or
9.4% in 1998 versus 1997.  Purchases of callable  Agency  securities  (volume up
$40.6 million) and local tax-exempt municipal paper (up $12.6 million) more than
offset paydowns on mortgage-backed  issues.  Management of the Company continues
to be an  active  purchaser  of  agency  securities  both in New York and in its
Delaware subsidiary,  SB Portfolio Management Corp. Their competitive yields and
pledgeability  to  secure  municipal   deposits  make  Agency  issues  a  viable
investment  option  in  the  current  interest  rate   environment.   Management
anticipates  that the average  volume of local  municipal  issues  will  decline
during the last  quarter of 1998 as the  result of a  seasonal  slowdown  in new
issues.

Other income decreased by 1.8% during the first nine months of 1998,  mainly due
to  reductions  in service  charges on deposits and  overdraft  fees and a lower
level of annuity commission income.  Partially  offsetting these lower fees were
increases in letter of credit fees,  merchant  credit card  transaction  income,
wire transfers and ATM processing fees versus 1997.

Total  operating  expenses  advanced by 9.0% during the first three  quarters of
1998,  mainly due to increases in salaries  and employee  benefits  arising from
staff  expansion in various  operating  groups,  in  particular  the  commercial
lending  function  and  product  support  areas,  along  with  an  increase  in
supplementary  compensation  costs related to incentive  compensation  plans and
retirement plan  contributions  to fund the Company's  401(k) and employee stock
ownership  plans.  Occupancy costs rose due to additional  space occupied at the
Company's  lending  facility  in  Jericho  and the impact of the  Company's  new
branches  in Suffolk  county  which were opened in  December  1997.  Utility and
equipment expenses increased by 19.2% and 18.9%, respectively,  due to expansion
of the branch

                                      (11)



<PAGE>

network  coupled with an expanded  personal  computer  network.  Other operating
expenses were essentially  flat on a year over year basis.  Marketing and
advertising  expenditures,  costs  related to credit  and  collection
efforts,  stationery  and  supplies  and  equipment  depreciation  all  exceeded
comparable 1997 levels.  Offsetting the operating expense  increases  previously
described was a decline in intangibles  amortization  expense due to the run-off
of core  deposit  intangibles  incurred  in 1992  branch  purchases,  along with
reductions in messenger and delivery costs and commercial insurance premiums due
to the use of multi-year contracts.

The  Company's  operating  efficiency  ratio  (total  operating  expenses  as  a
percentage  of  fully  taxable   equivalent  net  interest  revenue,   excluding
securities  transactions)  increased  to 55.8% from 54.0%  during the first nine
months  of 1998  versus a year  ago.  The  Company's  ratio  of total  operating
expenses  to  average  total  assets  was 2.44% and 2.49%  during the first nine
months  of 1998 and  1997,  respectively.  These  ratios  continue  to place the
Company in the top 15% of its peer group for this efficiency measure. Management
of the Company is encouraged by these  ratios,  however,  it continues to be the
Company's  stated goal to reduce each of these  ratios as part of its efforts to
improve efficiencies and, ultimately, stockholder value.

Nonperforming  assets (defined by the Company as nonaccrual loans and other real
estate owned) totaled $5.1 million at September 30, 1998, representing increases
of $689  thousand and $232 thousand  versus  December 31, 1997 and September 30,
1997,  respectively.  The increase in nonperforming assets at September 30, 1998
versus  each  comparison  period was  largely  due to an  increase in other real
estate owned  resulting from 1998  foreclosure  proceedings  on two  residential
properties.  Management  anticipates  that each of these properties will be sold
during the fourth  quarter of 1998 or early 1999 with no material  impact on the
Company's  financial  statements.  The level of restructured,  accruing loans at
September  30, 1998  decreased by $1.1 million when  compared to year-end  1997.
Although classified as nonperforming for reporting purposes,  restructured loans
continue to accrue and pay interest in accordance  with their revised terms.  As
outlined in the  Company's  1997 Annual  Report to  Stockholders,  restructured,
accruing   loans   include  $5.0  million   related  to  one  credit  which  is
collateralized  by  commercial  real  estate with a current  appraised  value in
excess of the carrying value of the credit. The restructured rate on this credit
will remain below the contractual  rate until cash flows are again sufficient to
support a market rate of interest.  The Company is confident  that a market rate
of  interest  will  again be in effect on this  credit  during the first half of
1999.

The provision for possible  loan losses  declined by $150 thousand  (10.0%) when
compared to the first nine months of 1997 due to the reduced growth rate of, and
the improved credit quality in, the loan  portfolio.  The allowance for possible
loan losses  amounted to $5.5 million or 1.41% of total loans at  September  30,
1998 versus $5.2 million and 1.38%,  respectively,  at the comparable 1997 date.
The  allowance  for possible  loan losses as a percentage  of  nonaccrual  loans
amounted to 118.5%,  120.3% and 105.1% at September 30, 1998,  December 31, 1997
and September 30, 1997,  respectively.  Nonperforming  assets (as defined by the
Company) as a  percentage  of total loans and other real estate owned was 1.32%,
1.18% and 1.32% at September 30, 1998, December 31, 1997 and September 30, 1997,
respectively. Management of the Company believes that the current



                                       (12)

<PAGE>

level of the  allowance  for possible loan losses is adequate in relation to the
risks present in the portfolio.  The Company's loan portfolio is concentrated in
commercial and industrial loans and commercial mortgages,  the majority of which
are secured by collateral with a market value in excess of the carrying  amounts
of the individual loans. A further review of the Company's  nonperforming assets
may be found in Table 2-3 following this analysis.

Year 2000 Compliance

The Year 2000  ("Y2K")  problem  centers on the  inability  of certain  computer
systems  to  recognize  the Year  2000.  Many  existing  computer  programs  may
incorrectly  identify a four  digit  date field  ending in "00" as the year 1900
rather than the year 2000. The Company,  like other banks and financial services
firms that rely on  date-sensitive  information  in their  calculations,  may be
negatively impacted by the Y2K problem. If computer systems are not corrected to
properly  identify  the Year 2000,  computer  systems  applications  may fail or
produce  erroneous  results which could impact the Company's ability to transact
normal  business  activities.  In  addition,  in certain  instances,  failure to
adequately  address the Y2K problem could adversely impact Company's  suppliers,
creditors and the creditworthiness of its borrowers.

The Company's  Y2K Action Team was formed in 1996 to address this  problem.  The
Y2K Action Team has completed the first two phases of the Company's Y2K project:
the Awareness and  Assessment  phases.  The  renovation  phase,  which  includes
upgrading all  noncompliant  hardware and software,  is expected to be completed
during the fourth  quarter of 1998.  The  Company has  already  replaced  and/or
upgraded several internal systems.  Upon completion of the Renovation phase, the
Action  team  will  embark  on the  most  important  phase of the  project:  the
Validation  phase. The Company is on schedule to have all critical  applications
tested prior to year-end 1998.

The  Company  has also sent out Year  2000  awareness  literature  to all of its
deposit customers,  and, in addition,  Y2K questionnaires have been sent to each
of the Company's commercial and municipal customers to assess their awareness of
the Year 2000  problem.  The Company,  in certain  instances,  relies on outside
vendors and other third party  service  providers to perform  various  services.
Before  proceeding  with any new contracts or extensions of existing  contracts,
the Company  will  require each of these  service  providers to provide  written
proof of their Y2K compliance.

Management of the Company  anticipates that all of the Company's  date-sensitive
hardware,  software  and  other  systems  will be  tested  and  founds to be Y2K
compliant  prior to year-end  1998. The Company has not developed any of its own
computer programs  internally nor does it employ a programming staff. All of the
software related to its major application  systems has been purchased from third
party vendors. Generally, software provided by third parties and included in the
Company's  systems is developed by leading software  suppliers with Y2K programs
underway and a majority of these vendors have  certified that their products are
Y2K compliant.  As part of its assessment  procedures,  the Company assessed the
action plans of each major outside vendor.


                                      (13)

<PAGE>

However,  there can be no  guarantee  that the software of other  companies,  on
which the Company's  systems rely,  will be timely  converted or that failure to
properly  convert by another company would not have a material adverse effect on
the Company.  The Company presently believes that, with continued  modifications
to existing  software and conversions to new software,  the Y2K problems will be
mitigated  without causing a material  adverse effect upon the operations of the
Company and that its internal  systems and equipment  will be Y2K compliant in a
timely manner.

In the event that system failures occur related to the Y2K problem,  the Company
has developed contingency plans, which involve, among other actions, utilization
of an alternate service provider or alternate  products  available  throught the
current vendor.  The contingency  plan also addresses a temporary  disruption of
electric or communication services.

Monitoring  and managing the Y2K Project  will result in  additional  direct and
indirect costs to the Company. Direct charges include potential charges by third
party  software  vendors for  product  enhancements,  costs  involved in testing
software  products for Y2K  compliance,  training,  and any resulting  costs for
developing and implementing  contingency  plans for critical  software  products
that are not  enhanced.  Indirect  costs  will  principally  consist of the time
devoted by employees in monitoring  software vendor  progress,  testing enhanced
software products and implementing any contingency  plans. The Company estimates
that the total costs related to the Y2K problem are $225,000, of which $80,000 
is primarily related  to the costs to enhance or replace software  and  hardware
problems.  The balance is not likely to be  incremental  costs,  but rather will
represent the  redeployment  of existing  resources.  Two of the Company's other
information  technology  projects,  document  and  check  imaging  and  personal
computer  banking,  have  been  delayed  due to the  implementation  of the  Y2K
project.  Both direct and indirect  costs of addressing  the Y2K Problem will be
charged to earnings as incurred.  To date,  $80,000 of the total estimated costs
associated  with the Y2K  problem  have been  expended.  Funds are  provided  by
operations and are included in existing operating budgets.

The preceding Y2K issue discussion contains various  forward-looking  statements
which represent the Company's  beliefs or expectations  regarding future events.
When used is the Y2K discussion,  the words "believes",  "expects",  "estimates"
and similar expressions are intended to identify forward-looking statements. All
forward-looking  statements  involve a number of risks  and  uncertainties.  The
anticipated  impact and costs of the Y2K  project,  as well as the date on which
the  Company  expects to complete  the  remediation  and testing  phases and the
contingency  plan  of its  Y2K the  project,  are  based  on  management's  best
estimates using information  currently available and numerous  assumptions about
future events.  However,  there can be no guarantee that these estimates will be
achieved  and  actual  results  could  differ   materially   from  those  plans.
Differences  include,  but are not limited  to, the  availability  of  qualified
personnel  and  other  information  technology;  the  ability  to  identify  and
remediate all date sensitive lines of computer code or to replace computer chips
in affected  systems or equipment;  and the actions of governmental  agencies or
other third parties with respect to Y2K problems. Based on its current estimates
and information currently available,  costs associated to ensure compliance with
Y2K issues are not expected to have a material  adverse  effect on the Company's
consolidated financial statements in either 1998 or 1999.

                                                       (14)

<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
                                            ===============================================================================
                                                                          SEPTEMBER 30, 1998
- -----------------
TABLE  2-2                                                     LIQUIDITY AND INTEREST RATE SENSITIVITY
- -----------------                           ===============================================================================
<CAPTION>
                                                                 ==================================================================
                                                                                     SENSITIVITY TIME HORIZON
($ IN THOUSANDS)
- ---------------------------------------------------------                                              Over   Noninterest
INTEREST - SENSITIVE  ASSETS :   1)                              0-6 Months  6-12 Months 1-5 Years    5 Years  Sensitive    Total
- ---------------------------------------------------------        ==========  =========== =========  ========= =========== =========
<S>                                                               <C>         <C>        <C>        <C>        <C>        <C>
   Loans (net of unearned income) 2)                              $ 247,120   $  19,825  $  63,702  $  53,354  $   4,622  $ 388,623
   Securities Purchased Under Agreements to Resell
     and Federal Funds Sold                                          61,000           0          0          0          0     61,000
   Securities Held to Maturity                                        1,547       2,079          0         98          0      3,724
   Securities  Available  for  Sale 3)                               92,951      92,686     40,841        949      2,368    229,795
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Interest-Earning Assets                         402,618     114,590    104,543     54,401      6,990    683,142
   Unrealized Net Gain on Securities Available for Sale                 683           0          0          0          0        683
   Cash and Due from Banks                                           15,424           0          0          0          0     15,424
   All  Other  Assets 7)                                              4,015       2,951          0          0      2,556      9,522
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Assets                                        $ 422,740   $ 117,541  $ 104,543  $  54,401  $   9,546  $ 708,771
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
- ---------------------------------------------------------
INTEREST - SENSITIVE  LIABILITIES : 1)
- ---------------------------------------------------------
   Savings  Accounts 4)                                           $  10,991   $  10,991  $  87,923          0  $       0  $ 109,905
   Money  Fund  and  Now  Accounts 5)                                22,800       6,885     27,960          0          0     57,645
   Time  Deposits 6)                                                280,838      17,997     29,371  $     486          0    328,692
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Interest-Bearing Deposits                       314,629      35,873    145,254        486          0    496,242
   Securities Sold Under Agreements to Repurchase,
       Federal Funds Purchased, and Other Borrowings                 35,500           0          0          0          0     35,500
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Interest-Bearing  Liabilities                   350,129      35,873    145,254        486          0    531,742
   All  Other  Liabilities,  Equity and Demand Deposits 7)            3,984         448         96          0    172,501    177,029
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
             Total  Liabilities  and  Equity                      $ 354,113   $  36,321  $ 145,350  $     486  $ 172,501  $ 708,771
                                                                  ---------   ---------  ---------  ---------  ---------  ---------
         Cumulative Interest-Sensitivity Gap 8)                   $  52,489   $ 131,206  $  90,495  $ 144,410  $ 151,400
         Cumulative Interest-Sensitivity Ratio 9)                     115.0%      134.0%     117.0%     127.2%     128.5%
         Cumulative Interest-Sensitivity Gap
            As a % of Total Assets                                      7.4%       18.5%      12.8%      20.4%      21.4%
<FN>
1)   Allocations  to  specific  interest  sensitivity  periods  are based on the
     earlier of the repricing or maturity date.
2)   Nonaccrual  loans  are  shown in the  non-interest  sensitive  category.
3)   Estimated principal reductions have been assumed for mortgage-backed
     securities based upon their current constant prepayment rates.
4)   Savings  deposits  are  assumed to decline at a rate of 20% per year over a
     five-year  period based upon the nature of their  historically  stable core
     deposit relationships.
5)   Money Fund and NOW accounts of individuals,  partnerships  and corporations
     are assumed to decline at a rate of 33% per year over a  three-year  period
     based  upon  the  nature  of  their   historically   stable  core   deposit
     relationships.  Money Fund and NOW accounts of municipalities  are included
     in the 0 - 6 months category.
6)   Reflected as maturing in each instrument's period of contractual maturity.
7)   Other Assets and Liabilities are shown according to payment schedule or a
     reasonable estimate thereof.
8)   Total interest-earning assets minus total interest-bearing liabilities.
9)   Total  interest-earning assets as a percentage of total  interest  bearing
     liabilities.
</FN>
</TABLE>
                                      (15)
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                        AND RESULTS OF OPERATIONS (CONTINUED)

- -----------------------
TABLE 2 - 3
- -----------------------
- -----------------------------------------------------------------------------
STATE BANCORP, INC.
ANALYSIS OF NONPERFORMING ASSETS AND THE ALLOWANCE FOR POSSIBLE LOAN LOSSES
SEPTEMBER 30, 1998 VERSUS DECEMBER 31, 1997  AND  SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
- -----------------------------------------------------------------------------
NONPERFORMING ASSETS BY TYPE:                        PERIOD ENDED:
                                           ----------------------------------
                                            9/30/98     12/31/97     9/30/97
                                           ---------   ----------   ---------
NONACCRUAL LOANS                             $4,622       $4,258      $4,904
OTHER REAL ESTATE OWNED                         514          189           0  
                                            --------   ----------   ---------
    TOTAL NONPERFORMING ASSETS               $5,136       $4,447      $4,904
                                            --------   ----------   ---------

RESTRUCTURED,  ACCRUING  LOANS               $5,548 (1)   $6,696 (1)  $6,220 (1)
LOANS  90  DAYS  OR  MORE  PAST  DUE
   AND STILL ACCRUING                          $545       $1,590      $1,743
GROSS  LOANS  OUTSTANDING                  $388,623     $377,633    $372,251
TOTAL  STOCKHOLDERS'  EQUITY                $59,761      $54,930     $53,330

ANALYSIS OF THE ALLOWANCE FOR                       QUARTER ENDED:
                                           ----------------------------------
  POSSIBLE LOAN LOSSES:                     9/30/98     12/31/97     9/30/97
                                           ---------   ----------   ---------
BEGINNING BALANCE                            $5,374       $5,152      $5,220
PROVISION                                       450          450         450
NET CHARGE-OFFS                                (345)        (478)       (518)
                                           ---------   ----------   ---------
    ENDING BALANCE                           $5,479       $5,124      $5,152
                                           ---------   ----------   ---------

KEY  RATIOS  AT  PERIOD-END:
ALLOWANCE AS A % OF TOTAL LOANS                1.41%        1.36%       1.38%

NONACCRUAL LOANS AS A % OF TOTAL LOANS         1.19%        1.13%       1.32%

NONPERFORMING ASSETS (2) AS A % OF TOTAL
   LOANS AND OTHER REAL ESTATE OWNED           1.32%        1.18%       1.32%

ALLOWANCE FOR POSSIBLE LOAN LOSSES AS
   A % OF NONACCRUAL LOANS                   118.54%      120.34%     105.06%

ALLOWANCE FOR POSSIBLE LOAN LOSSES AS A %
   OF NONACCRUAL LOANS, RESTRUCTURED,
   ACCRUING LOANS AND LOANS 90 DAYS OR
   MORE PAST DUE AND STILL ACCRUING           51.13%       40.85%      40.04%

(1)  INCLUDES  ONE CREDIT  TOTALING  $5.0  MILLION  WHICH IS  COLLATERALIZED  BY
     COMMERCIAL  REAL  ESTATE  WITH A CURRENT  APPRAISED  VALUE IN EXCESS OF THE
     CARRYING  VALUE OF THE CREDIT.  THE  RESTRUCTURED  RATE ON THIS CREDIT WILL
     REMAIN BELOW THE CONTRACTUAL  RATE UNTIL CASH FLOWS ARE AGAIN SUFFICIENT TO
     SUPPORT A MARKET RATE OF INTEREST.

(2)  EXCLUDES  RESTRUCTURED,  ACCRUING  LOANS AND LOANS 90 DAYS OR MORE PAST DUE
     AND STILL ACCRUING INTEREST.


                                      (16)

<PAGE>
                                    
                                   SIGNATURES
                                   ----------




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



                               STATE BANCORP, INC.




11/13/98                                        s/Daniel T. Rowe
- --------                                        -------------------------
Date                                            Daniel T. Rowe, President



11/13/98                                        s/Brian K. Finneran
- --------                                        ----------------------------
Date                                            Brian K. Finneran, Secretary
                                                (Principal Financial Officer)


                                      (17)

<PAGE>

<TABLE> <S> <C>

<ARTICLE>                                            9
<CIK>                         0000723458
<NAME>                        STATE BANCORP INC.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-1-1998
<PERIOD-END>                                   SEP-30-1998
<EXCHANGE-RATE>                                1
<CASH>                                         15,245,804
<INT-BEARING-DEPOSITS>                         178,305
<FED-FUNDS-SOLD>                               61,000,000
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    229,794,169
<INVESTMENTS-CARRYING>                         3,724,268
<INVESTMENTS-MARKET>                           3,729,424
<LOANS>                                        388,623,182
<ALLOWANCE>                                    5,478,781
<TOTAL-ASSETS>                                 708,770,703
<DEPOSITS>                                     608,981,707
<SHORT-TERM>                                   35,500,000
<LIABILITIES-OTHER>                            4,527,590
<LONG-TERM>                                    0
                          0
                                    0
<COMMON>                                       32,892,495
<OTHER-SE>                                     26,868,911
<TOTAL-LIABILITIES-AND-EQUITY>                 708,770,703
<INTEREST-LOAN>                                27,141,603
<INTEREST-INVEST>                              10,802,897
<INTEREST-OTHER>                               2,707,966
<INTEREST-TOTAL>                               40,652,466
<INTEREST-DEPOSIT>                             17,077,166
<INTEREST-EXPENSE>                             18,714,093
<INTEREST-INCOME-NET>                          21,938,373
<LOAN-LOSSES>                                  1,350,000
<SECURITIES-GAINS>                             (58,100)
<EXPENSE-OTHER>                                13,393,962
<INCOME-PRETAX>                                8,326,760
<INCOME-PRE-EXTRAORDINARY>                     5,481,219
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   5,481,219
<EPS-PRIMARY>                                  0.85
<EPS-DILUTED>                                  0.84
<YIELD-ACTUAL>                                 7.68
<LOANS-NON>                                    4,622,470
<LOANS-PAST>                                   544,939
<LOANS-TROUBLED>                               5,547,502
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               5,123,651
<CHARGE-OFFS>                                  1,311,615
<RECOVERIES>                                   316,745
<ALLOWANCE-CLOSE>                              5,478,781
<ALLOWANCE-DOMESTIC>                           5,756,872
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        (278,091)
        

</TABLE>


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