INTERCHANGE FINANCIAL SERVICES CORP /NJ/
10-Q, 1996-05-15
NATIONAL COMMERCIAL BANKS
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<TABLE>
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<CAPTION>

                                                          MARCH 31,   December 31,
                                                            1996         1995
                                                         ----------  ------------
<S>                                                       <C>        <C>    


ASSETS

Cash and due from banks ................................   $ 21,765   $ 25,151
Federal funds sold .....................................     30,200       --
                                                           --------   --------

Total cash and cash equivalents ........................     51,965     25,151
                                                           --------   --------

Investment securities at amortized cost  (approximate
      market value of $73,439 and $75,611 ) ............     73,043     74,688
                                                           --------   --------
Securities available for sale at estimated  market value
      (amortized cost of $36,313 and $66,604 ) .........     37,356     67,545
                                                           --------   --------

Loans ..................................................    316,336    311,164
Less:  Allowance for loan losses .......................      3,714      3,647
                                                           --------   --------
Net loans ..............................................    312,622    307,517
                                                           --------   --------

Premises and equipment, net ............................      5,405      5,510
Foreclosed real estate .................................      1,324      1,213
Accrued interest receivable and other assets ...........      8,891      9,833
                                                           --------   --------

TOTAL ASSETS ...........................................   $490,606   $491,457
                                                           ========   ========

LIABILITIES

Deposits

      Non-interest bearing .............................   $ 68,858   $ 69,213
      Interest bearing .................................    364,380    367,239
                                                           --------   --------

Total deposits .........................................    433,238    436,452

Securities sold under agreements to repurchase .........      7,482      1,704
Short-term borrowings ..................................      3,750      9,200
Accrued interest payable and other liabilities .........      4,559      3,860
                                                           --------   --------

TOTAL LIABILITIES ......................................    449,029    451,216
                                                           --------   --------

STOCKHOLDERS' EQUITY

Common stock ...........................................      4,733      4,495
Capital surplus ........................................     14,941     12,110
Retained earnings ......................................     21,194     22,990
Unrealized gain on securities available for sale,
     net of income taxes ...............................        709        646
                                                           --------   --------

Total stockholders' equity .............................     41,577     40,241
                                                           --------   --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............   $490,606   $491,457
                                                           ========   ========

- ---------------------------------------------------------------------------------------------------------------
 See notes to consolidated financial statements
</TABLE>


<PAGE>


<TABLE>
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands except per share data)
<CAPTION>

                                                    Three months ended
                                                          March 31,
                                                 -------------------------
                                                       1996     1995
                                                      ------   ------
<S>                                                   <C>      <C>    

INTEREST INCOME

Interest and fees on loans .........................   $7,066   $6,688
Interest on federal funds sold .....................      228       72
Interest and dividends on securities
    Taxable interest income ........................    1,861    2,289
    Interest income exempt from federal income taxes       14       15
    Dividends ......................................       38       30
                                                       ------   ------

TOTAL INTEREST INCOME ..............................    9,207    9,094
                                                       ------   ------

INTEREST EXPENSE

Interest on deposits ...............................    3,598    3,417
Interest on short-term borrowings ..................      150      145
Interest on long-term borrowings ...................       --       63
                                                       ------   ------

TOTAL INTEREST EXPENSE .............................    3,748    3,625
                                                       ------   ------

NET INTEREST INCOME ................................    5,459    5,469
Provision for loan losses ..........................      250      225
                                                       ------   ------
NET INTEREST INCOME AFTER PROVISION

 FOR LOAN LOSSES ...................................    5,209    5,244
                                                       ------   ------

NON-INTEREST INCOME

Service fees on deposit accounts ...................      369      361
Net gain on sale of loans available for sale .......       --       11
Net gain on sale of securities available for sale ..      235       --
Accretion of discount in connection with acquisition      190      190
Other ..............................................      445      454
                                                       ------   ------

TOTAL NON-INTEREST INCOME ..........................    1,239    1,016
                                                       ------   ------

NON-INTEREST EXPENSES

Salaries and benefits ..............................    1,902    1,838
Net occupancy ......................................      545      510
Furniture and equipment ............................      178      151
Advertising and promotion ..........................      158      190
Federal Deposit Insurance Corporation assessment ...       12      225
Foreclosed real estate expense .....................       63       72
Other ..............................................    1,110    1,113
                                                       ------   ------

TOTAL NON-INTEREST EXPENSES ........................    3,968    4,099
                                                       ------   ------

Income before  income taxes ........................    2,480    2,161

Income taxes .......................................      868      756
                                                       ------   ------

NET INCOME .........................................   $1,612   $1,405
                                                       ======   ======

PER COMMON SHARE ...................................   $ 0.57   $ 0.49
                                                       ======   ======

- ----------------------------------------------------------------------------
See notes to consolidated financial statements
</TABLE>

<TABLE>
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (in thousands)
<CAPTION>

                                                                                                 Unrealized
                                                                                                 Gain/(Loss)
                                                                                                      on
                                                                                                  Securities
                                                  Preferred     Common     Capital     Retained   Available    Treasury
                                                    Stock       Stock      Surplus     Earnings    for Sale     Stock     Total
                                                  ----------------------------------------------------------------------------------
<S>                                               <C>          <C>        <C>         <C>       <C>          <C>        <C>

Balance at January 1, 1995 ....................   $  5,000    $  4,495    $ 11,333    $ 18,737   $ (1,813)   $ (2,623)   $ 35,129

Net income ....................................      1,405       1,405
Dividends on common stock
   at $0.171 per share (1) ....................       (486)       (486)
Dividends on preferred stock ..................        (29)        (29)
Increase in market valuation-securities
   available for sale, net of income taxes ....        546         546
                                                  --------    --------    --------    --------   --------    --------    --------

Balance at March 31, 1995 .....................      5,000       4,495      11,333      19,627     (1,267)     (2,623)     36,565

Net income ....................................      4,875       4,875
Dividends on common stock
   at $0.513 per share ........................     (1,456)     (1,456)
Dividends on preferred stock ..................        (56)        (56)
Purchase of 32,000 preferred shares ...........     (1,600)     (1,600)
Retirement of 100,000 shares of preferred stock     (5,000)        777       4,223        --
Increase in market valuation-securities
   available for sale, net of income taxes ....      1,913       1,913
                                                  --------    --------    --------    --------   --------    --------    --------

Balance at December 31, 1995 ..................       --         4,495      12,110      22,990        646        --        40,241

Net income ....................................      1,612       1,612
Dividends on common stock
   at $0.176 per share (1) ....................       (500)       (500)
5% common stock dividend ......................        226       2,682      (2,908)       --
Issued 7,498 shares of common stock
   in connection with incentive plan ..........         12         149         161
Increase in market valuation-securities
   available for sale, net of income taxes ....         63          63
                                                  --------    --------    --------    --------   --------    --------    --------

BALANCE AT MARCH 31, 1996 .....................   $   --      $  4,733    $ 14,941    $ 21,194   $    709    $   --      $ 41,577
                                                  ========    ========    ========    ========   ========    ========    ========
<FN>
                                                                                                                         --------
(1) Restated for retroactive  effect of 5% common stock dividend to be issued on
April  19,  1996 to  shareholders  of  record  on March  20,  1996 See  notes to
consolidated financial statements.
</FN>
</TABLE>



<PAGE>
<TABLE>
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<CAPTION>

                                                                      For the three months ended
                                                                              March 31,
                                                                       ------------------------
                                                                          1996        1995
                                                                       ------------------------
<S>                                                                   <C>           <C>   
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .........................................................     $1,612      $1,405
Non-cash items included in earnings
   Depreciation and amortization of fixed assets ...................        254         192
   Amortization of securities premiums .............................        285         378
   Accretion of securities discounts ...............................        (12)        (13)
   Amortization of premiums in connection with acquisition .........        111         111
   Accretion of discount in connection with acquisition ............       (190)       (190)
   Provision for loan losses .......................................        250         225
   Net gain on sale of securities available for sale ...............       (235)        --
   Net gain on sale of  loans available for sale ...................        --          (11)
   Net gain on sale of foreclosed real estate ......................        (17)        --
   Decrease/(increase) in carrying value of loans available for sale         23         (30)
   Loss on sale of fixed assets ....................................        --           26
(Increase) decrease in operating assets
   Net origination of loans available for sale .....................       (119)       (215)
   Proceeds from sale of loans available for sale ..................        --          254
   Accrued interest receivable .....................................        408         289
   Other ...........................................................        374         564
Increase in operating liabilities
   Accrued interest payable ........................................        107         103
   Other ...........................................................        592         845
                                                                       --------    --------
CASH PROVIDED BY OPERATING ACTIVITIES ..............................      3,443       3,933
                                                                       --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from (payments for)
   Net (originations)/ repayment of loans ..........................     (4,378)      3,512
   Purchase of loans ...............................................       (870)       (356)
   Purchase of securities available for sale .......................     (8,087)       (363)
   Maturities of securities available for sale .....................        195         710
   Sale of securities available for sale ...........................     38,349         122
   Sale of foreclosed real estate ..................................         78          60
   Purchase of investment securities ...............................     (4,563)        --
   Maturities of investment securities .............................      6,000       2,000
   Net payments on foreclosed real estate ..........................          7         --
   Purchase of  fixed assets .......................................       (135)       (559)
   Sale of fixed assets ............................................        --            2
                                                                       --------    --------
CASH PROVIDED BY INVESTING ACTIVITIES ..............................     26,596       5,128
                                                                       --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (payments for)
   Deposits less than withdrawals ..................................     (3,214)     (2,783)
   Securities sold under agreements to repurchase ..................      5,778         --
   Other borrowings ................................................     (4,200)        --
   Retirement of securities sold under agreement
     to repurchase .................................................     (1,250)     (3,650)
   Dividends .......................................................       (500)       (515)
   Common stock issued .............................................        161         --
                                                                       --------    --------
CASH USED FOR FINANCING ACTIVITIES .................................     (3,225)     (6,948)
                                                                       --------    --------

INCREASE IN CASH AND CASH EQUIVALENTS ..............................     26,814       2,113
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR .......................     25,151      25,965

                                                                       --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ...........................    $51,965     $28,078
                                                                       ========    ========
- -------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information: Cash paid for:
     Interest ..................................................   $ 3,641    $ 3,523
     Income taxes ..............................................       208        --

Supplemental disclosure of non-cash investing activities:
     Loans transferred to foreclosed real estate ...............   $   179    $   370
     Increase-market valuation of securities available
        for sale ...............................................      (102)      (846)
     Amortization of valuation allowance-securities
        transferred from availabe to sale to held to maturity ..         4        --

See notes to consolidated financial statements
</TABLE>
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    FOR THE THREE MONTHS ENDED MARCH 31, 1996

1.   FINANCIAL STATEMENTS

     The consolidated  financial  statements  should be read in conjunction with
the financial statements and schedules as presented in the Annual Report on Form
10-K of Interchange  Financial Services Corporation (the "Company") for the year
ended December 31, 1995.

     Consolidated  financial  data for the three months ended March 31, 1996 and
1995,  are  unaudited  but reflect  all  adjustments  consisting  of only normal
recurring  adjustments  which  are,  in the  opinion of  management,  considered
necessary  for a fair  presentation  of the  financial  condition and results of
operations  for  the  interim  periods.  Results  for  interim  periods  are not
necessarily  indicative  of results to be expected  for any other  period or the
full year. 

2. LEGAL PROCEEDINGS

     On December 2, 1992, in the matter of Great  American  Mortgage,  et al. v.
Robert Utter, et al, a lawsuit filed in the Superior Court of New Jersey against
Interchange  State Bank (the "Bank"),  a wholly owned  subsidiary of the Company
for having  paid  checks  drawn on the  drawers'  accounts at the Bank where the
checks bore forged or irregular endorsements,  the Court directed judgment to be
entered against the Bank in the principal amount of $484,000,  with pre-judgment
interest.  On April 5, 1993,  the Bank filed a notice of appeal of this judgment
and, by virtue of post-judgment motions, the amount was reduced to the principal
sum of $311,000,  plus pre-judgment  interest. The judgment was appealed and, by
virtue of this appeal,  the amount was further  reduced to $245,000.  The matter
remained on appeal as to the other issues  raised by the Bank therein  until May
8, 1995,  at which time, by Court Order,  the claims of the drawers  against the
Bank were adjusted and, by virtue thereof, the judgment entered against the bank
was  vacated.  The Bank has paid,  in order to vacate the  judgment,  a total of
$89,212.  The Bank  continues to pursue  various  parties for  recoupment of the
aforesaid  monies  under  which it is likely that the Bank's  liability  for the
payment  will either be reduced to it  proportionate  share  under  contribution
theories or it will be exonerated under indemnification theories.

     The Bank has made  various  claims  against  various  different  parties in
related matters, including the matter of Trico Mortgage Company v. First Central
Mortgage    Services,    et   al.,    in   which    the    Bank    has    raised
indemnification/contribution  claims against certain  officers of Trico Mortgage
Company,  United  Jersey  Financial  Corporation  , Thomas  Zullo (a New  Jersey
attorney) and others.  With respect to the claims against Thomas Zullo, the Bank
has  negotiated,  in principal,  a settlement  of the Bank's claims  against Mr.
Zullo for the aforesaid $89,212, with Mr. Zullo agreeing to pay the Bank $50,000
against that claim.  In or about February  1996,  the trial court  dismissed the
Bank's claims against Trico, United Jersey Financial  Corporation and certain of
it  former  officers.  The  Bank  has  taken  under  advisement  appealing  that
interlocutory  order. The Bank continues to pursue various other parties in this
matter to recoup the balance of the monies expended by the Bank.

     In another related matter, Interchange State Bank v. Veglia, the Bank filed
State-based RICO claims against Trico Mortgage Company,  United Jersey Financial
Corporation, and various of its officers and employees.  Therein, Trico Mortgage
Company  filed a  counterclaim  against  the Bank with  respect to a check which
allegedly bore a forged  endorsement.  The trial court  dismissed  Interchange's
RICO  claims  and  Interchange  has filed an appeal of same with the New  Jersey
Appellate Division. Additionally, the trial court granted a judgment against the
Bank in the principal sum of $120,000 with  pre-judgment  interest,  in favor of
Trico.  The Bank has appealed  this  judgment  and a stay of execution  has been
ordered.  On December 26,1995 the Appellate  Division affirmed the trial court's
determination.  The Bank filed a Petition  for  Certification  to the New Jersey
Supreme Court. A decision thereon is expected by Summer 1996.

     In 1992,  the  Company  accrued  $500,000  as a  provision  for an  adverse
judgment in this  litigation.  Based on the May 8, 1995  partial  settlement  of
these matters,  plus the settlement with Mr. Zullo,  the Company has reduced the
reserve by $250,000 to $161,000 which the Company and its legal counsel  believe
is adequate to cover any remaining liabilities related to these matters.

     The  Bank  is  involved  in  a  controversy  with  Cranoth  Shopping  Plaza
Associates,  the  landlord of the property  upon which the Rochelle  Park branch
office  resides.  The landlord  claims that the Bank owes  additional  rent with
respect to this long-term lease arrangement:  in response,  the Bank claims that
it has overpaid its rental  obligations  and seeks a refund  thereof.  The total
amount  in  controversy,  for  both  the  claim  against  and  by the  Bank,  is
approximately $200,000.

     The Company is also a party to routine litigation involving various aspects
of its business, none of which, in the opinion of management, after consultation
with legal  counsel,  is  expected  to have a  material,  adverse  impact on the
consolidated  financial  condition,  results of  operations  or liquidity of the
Company. 

3. EMPLOYEES' STOCK OPTION PLAN

     In October 1995, the Financial Accounting Standards Board adopted Statement
No. 123,  "Accounting for Stock-Based  Compensation" ("SFAS No. 123"), which was
effective for the Company as of January 1, 1996. SFAS No. 123 requires  expanded
disclosures  of  stock-based   compensation   arrangements  with  employees  and
encourages,  but does not require  compensation cost to be measured based on the
fair value of the equity instrument awarded.  Companies are permitted,  however,
to  continue to apply APB Opinion No. 25,  which  recognizes  compensation  cost
based on the intrinsic value of the equity instrument awarded.  The Company will
continue to apply APB Opinion No. 25 to its stock-based  compensation  awards to
employees  and will  disclose  the  required  pro forma effect on net income and
earnings per share in its annual financial statements.


<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The  following  discussion  is an  analysis of the  consolidated  financial
condition  and results of  operations  of the Company for the three months ended
March 31, 1996 and 1995, and should be read in conjunction with the consolidated
financial  statements  and notes thereto  included in Item 1 hereof.  

RESULTS OF OPERATIONS

     EARNINGS SUMMARY

     For the first  quarter  of 1996 the  Company  reported  net  income of $1.6
million or $0.57 per share, as compared with $1.4 million or $0.49 per share for
the comparable 1995 period, an increase of $207 thousand or $0.08 per share. The
increase was primarily attributable to a $235 thousand net gain from the sale of
available for sale  securities.  The security  sales were the  culmination  of a
restructuring  plan to improve the  risk/rewards  attributes  of the  investment
portfolio.

     Earnings for the 1996 period were positively affected by a $131 thousand or
3.2% decrease in non-interest  expenses as compared to the same 1995 period. The
decrease was  attributable  to the  reduction in the Federal  Deposit  Insurance
Corporation  ("FDIC")  assessment rate which resulted in a $213 thousand expense
savings for the Company.  If the reduction in the FDIC  assessment  rate had not
occurred,  non-interest expenses would have increased $82 thousand or 2% for the
1996 period. A $64 thousand or 3.5% increase in salaries and benefits due mostly
to annual salary increases constituted the largest element of that increase.

     The Company's most important revenue source is net interest income which is
the difference  between interest earned on its interest earning assets,  such as
loans  and   investments,   and  the  interest  paid  on  its  interest  bearing
liabilities,  primarily deposits.  Changes in net interest income from period to
period  result from  increases or decreases in the average  balances of interest
earning assets and interest  bearing  liabilities  and increases or decreases in
the spread between the average rates earned on such assets and the average rates
paid on such liabilities.

     For the three  months  ended March 31,  1996,  the  Company's  net interest
income  on a tax  equivalent  basis was $5.5  million  and  remained  relatively
unchanged from the  comparable  1995 period.  This occurred  despite a growth in
interest  income  resulting  from a $24.2  million or 8.4  percent  increase  in
average  loans.  Also  contributing  to the  growth in  interest  income  was an
increase of $12.4  million or 251.4 percent in average  federal funds sold.  The
growth in federal funds sold is directly  attributable  to the proceeds from the
sale of securities.  However, the growth in interest income was partially offset
by a $23.8  million or 16.2 percent  decrease in average  investment  securities
resulting  primarily  from the sale of  securities  discussed  above.  The shift
between  investments  and  federal  funds sold is a  transitory  event while the
proceeds  are pending  reinvestment.  The benefit  derived from the increase and
positive shift in interest  earning assets was offset by an increase in interest
expense. The increase in interest expense resulted primarily from a $5.8 million
or 4.1% increase in the average balance of certificates of deposits coupled with
a 42 basis points increase in the average rate paid on such deposits.

     NONPERFORMING ASSETS

     Nonperforming  assets,  consisting of nonaccrual loans,  restructured loans
and foreclosed  real estate,  decreased $986 thousand from $6.8 million at March
31,  1995,  to $5.8  million  at March 31,  1996.  For the first  quarter  1996,
nonperforming  assets  increased $592 thousand from $5.2 million for the quarter
ended  December 31, 1995. The ratio of  nonperforming  assets to total loans and
foreclosed  real estate  decreased from 2.4% at March 31, 1995, to 1.8% at March
31, 1996. The ratio at March 31, 1996, increased slightly as compared to 1.7% at
December 31, 1995.

    PROVISION FOR LOAN LOSSES AND LOAN LOSS EXPERIENCE

     The provision for loan losses represents management's  determination of the
amount  necessary  to bring  the  allowance  for  loan  losses  to a level  that
management  considers  adequate to reflect the risk of future losses inherent in
the Company's loan portfolio. In its evaluation of the adequacy of the allowance
for loan losses, management considers past loan loss experience,  changes in the
composition of nonperforming  loans, the condition of borrowers facing financial
pressure,  the  relationship of the current level of the allowance to the credit
portfolio and to nonperforming loans and existing economic conditions.  However,
the  process  of  determining  the  adequacy  of the  allowance  is  necessarily
judgmental and subject to changes in external conditions. Accordingly, there can
be no assurance  that existing  levels of the allowance  will  ultimately  prove
adequate to cover actual loan losses.

     The allowance for loan losses was $3.7 million at March 31, 1996, and
$3.6 million at December 31, 1995, representing 64.2% and 70.3% of nonperforming
assets at those dates, respectively.
<PAGE>


<TABLE>
SECURITIES

     Investment securities and securities available for sale consist of the following:  (in thousands)

<CAPTION>
       
                                                     March 31, 1996
                                        ----------------------------------------------
                                                      Gross       Gross
                                         Amortized  Unrealized  Unrealized   Market
                                           Cost        Gains      Losses     Value
                                        ----------- ----------- ---------- -----------
<S>                                      <C>         <C>         <C>       <C>    

Investment securities

    Obligations of U.S. Treasury .....   $ 63,019     $  476      $  26   $ 63,469
    Obligations of U.S. Agencies .....      4,036         --         30      4,006
    Obligations of state and political
       subdivision ...................      1,276          1         12      1,265
    Other debt securities ............      4,712         --         13      4,699
                                         --------   --------   --------   --------
                                           73,043        477         81     73,439
                                         --------   --------   --------   --------

Securities available for sale

    Obligations of U.S. Treasury .....     25,791        626        291     26,126
    Other debt securities ............      7,934        714          6      8,642
    Equity securities ................      2,588         --         --      2,588
                                         --------   --------   --------   --------
                                           36,313      1,340        297     37,356
                                         --------   --------   --------   --------

       Total securities ..............   $109,356     $1,817      $ 378   $110,795
                                         ========   ========   ========   ========



                                                      December 31, 1995
                                        ----------------------------------------------
                                                      Gross       Gross
                                         Amortized  Unrealized  Unrealized   Market
                                           Cost        Gains      Losses     Value
                                        ----------- ----------- ---------- -----------

                                                      
Investment securities

    Obligations of U.S. Treasury ....   $ 65,223    $   942       $ 26   $ 66,139
    Obligations of U.S. agencies ....      8,037          7         --      8,044
    Obligations of states & political
       subdivisions .................      1,278         --         --      1,278
    Other debt securities ...........        150         --         --        150
                                        --------   --------   --------   --------
                                          74,688        949         26     75,611
                                        --------   --------   --------   --------
Securities available for sale

    Obligations of U.S. Treasury ....     40,888      1,466        184     42,170
    Obligations of U.S. agencies ....     23,282         --        341     22,941
    Equity securities ...............      2,434         --         --      2,434
                                        --------   --------   --------   --------
                                          66,604      1,466        525     67,545
                                        --------   --------   --------   --------

       Total securities .............   $141,292    $ 2,415       $551   $143,156
                                        ========   ========   ========   ========
</TABLE>
<PAGE>


<TABLE>
     At March 31, 1996, the contractual  maturities of investment securities and
securities available for sale are as follows: (in thousands)
<CAPTION>

                                                         Securities
                              Investment Securities   Available for Sale
                              ---------------------   ------------------
                               Amortized   Market    Amortized  Market
                                 Cost       Value      Cost      Value
                             -----------  --------   --------- --------
<S>                            <C>       <C>       <C>         <C>   

Within 1 year ...............   $33,250   $33,404   $  --     $  --
After 1 but within 5 years ..    35,020    35,281    21,717    21,831
After 5 but within 10 years .     2,107     2,098     9,747     9,965
After 10 years ..............     2,666     2,656     2,261     2,972
Equity securities ...........      --        --       2,588     2,588
                                -------   -------   -------   -------

                        Total   $73,043   $73,439   $36,313   $37,356
                                =======   =======   =======   =======
</TABLE>


<TABLE>
CAPITAL ADEQUACY

The table below presents the Company's capital position as of March 31, 1996: (dollars in thousands)
<S>                                                                                   <C>                   

Stockholders' equity                                                                   $41,577
Intangible assets                                                                       (1,866)
Unrealized gain-securities available for sale,
      net of income taxes                                                                 (709)

                                                                                       --------
Tier 1 capital                                                                          39,711

Allowable portion of allowance
      for loan losses                                                                    3,704

                                                                                       -------
Total risk-based capital                                                               $43,415
                                                                                       =======


Risk weighted assets                                                                  $296,341
                                                                                      ========
<CAPTION>


                                                                                   Minimum
                                                                 Actual          Requirement
                                                              -------------      -----------
<S>                                                             <C>              <C>   
Risk-based ratio
      Tier 1                                                       13.16%            4.00%
      Total                                                        14.41             8.00

Leverage capital ratio                                              8.08             3.00

</TABLE>


<PAGE>


     LIQUIDITY

     Liquidity  is the  ability  to  provide  sufficient  resources  to meet all
financial obligations and finance prospective business opportunities.  Liquidity
levels over any given period of time are a product of the  Company's  operating,
financing  and investing  activities.  The extent of such  activities  are often
shaped by such  external  factors as  competition  for  deposits  and demand for
loans.

     Funding for the Company's loans and  investments is derived  primarily from
deposits,  along with interest and principal  payments on loans and investments.
At March 31, 1996, total deposits  decreased by $3.2 million from $436.5 million
at December 31, 1995.  However,  total deposits  increased by $11.9 million from
$421.4 million at March 31, 1995.

     In 1995, loan production  continued to be the Company's principal investing
activity.  Net loans at March 31, 1996 amounted to $312.6  million,  compared to
$307.5  million at  December  31,  1995,  an  increase  of $5.1  million for the
quarter.

     The  Company's  most liquid  assets are cash and due from banks and federal
funds  sold.  At March 31,  1996,  the total of such  assets  amounted  to $51.9
million  compared to $25.1  million at December 31,  1995,  an increase of $26.8
million.  The increase  resulted from the sale of $38.3 million of securities in
which  the  proceeds   were   temporarily   placed  in  federal   funds  pending
reinvestment.

     The  Company's  available for sale ("AFS")  securities  portfolio is also a
significant source of liquidity.  At March 31, 1996, the Company's AFS portfolio
amounted to $37.4 million or 34% of total  investment down from $67.5 million or
47% at December 31, 1995.  The decrease is  attributable  to the  aforementioned
sale of securities in which the proceeds are pending reinvestment.

     In addition to the aforementioned sources of liquidity, the Company derives
liquidity from various other  sources,  including  federal funds  purchased from
other banks,  the Federal Reserve  discount window and sales of securities under
repurchase  agreements.  The  Bank  also  has a $47.5  million  line  of  credit
available through its membership in the Federal Home Loan Bank of New York.

     Management  believes that the Company's  sources of funds are sufficient to
meet its funding requirements.


<PAGE>


                            PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     Reference is made to Form 10-K filed for the year ended  December 31, 1995.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following exhibit is furnished herewith:

     EXHIBIT NO.

          11 Statement Re: Computation of Per Share Earnings

     (b)  No reports on Form 8-K have been filed during the quarter  ended March
          31, 1996.

<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.


INTERCHANGE FINANCIAL SERVICES CORPORATION

by:       /S/ROBERT N. HARRIS

         Robert N. Harris
         Executive Vice President


<TABLE>
                                   EXHIBIT 11

                        COMPUTATION OF PER SHARE EARNINGS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>

                                                                  Three months ended
                                                                        March 31,
                                                             ---------------------------
                                                                1996             1995
                                                            -----------      -----------
<S>                                                          <C>             <C>    

Net income                                                    $ 1,612         $ 1,405

Preferred dividend requirements                               $     -         $    29

Weighted average common shares outstanding                      2,834           2,832

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

NET INCOME PER COMMON SHARE                                     $0.57           $0.49
                                                             =========       =========
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                                          9
<MULTIPLIER>                                                   1,000

       

<S>                                                          <C>
<PERIOD-TYPE>                                                      3-Mos
<FISCAL-YEAR-END>                                             Dec-31-1996
<PERIOD-END>                                                  Mar-31-1996
<CASH>                                                        21,765
<INT-BEARING-DEPOSITS>                                             0
<FED-FUNDS-SOLD>                                              30,200
<TRADING-ASSETS>                                                   0
<INVESTMENTS-HELD-FOR-SALE>                                   37,356
<INVESTMENTS-CARRYING>                                        73,043
<INVESTMENTS-MARKET>                                          73,439
<LOANS>                                                      316,336
<ALLOWANCE>                                                    3,714
<TOTAL-ASSETS>                                               490,606
<DEPOSITS>                                                   433,238
<SHORT-TERM>                                                  11,232
<LIABILITIES-OTHER>                                            4,559
<LONG-TERM>                                                        0
<COMMON>                                                       4,733
                                              0
                                                        0
<OTHER-SE>                                                    36,844
<TOTAL-LIABILITIES-AND-EQUITY>                               490,606
<INTEREST-LOAN>                                                7,066
<INTEREST-INVEST>                                              1,913
<INTEREST-OTHER>                                                 228
<INTEREST-TOTAL>                                               9,207
<INTEREST-DEPOSIT>                                             3,598
<INTEREST-EXPENSE>                                             3,748
<INTEREST-INCOME-NET>                                          5,459
<LOAN-LOSSES>                                                    250
<SECURITIES-GAINS>                                               235
<EXPENSE-OTHER>                                                3,968
<INCOME-PRETAX>                                                2,480
<INCOME-PRE-EXTRAORDINARY>                                     2,480
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                                   1,612
<EPS-PRIMARY>                                                      0.57
<EPS-DILUTED>                                                      0.57
<YIELD-ACTUAL>                                                     4.779
<LOANS-NON>                                                    3,732
<LOANS-PAST>                                                       0
<LOANS-TROUBLED>                                               1,463
<LOANS-PROBLEM>                                                    0
<ALLOWANCE-OPEN>                                               3,647
<CHARGE-OFFS>                                                    240
<RECOVERIES>                                                      57
<ALLOWANCE-CLOSE>                                              3,714
<ALLOWANCE-DOMESTIC>                                           3,714
<ALLOWANCE-FOREIGN>                                                0
<ALLOWANCE-UNALLOCATED>                                          383
        

</TABLE>


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