UNITED NATIONAL BANCORP
10-Q, 1998-11-16
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)
[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

                                       or

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

                       For the transition period from to


                       Commission File Number: 000-16931

                            United National Bancorp
             (Exact name of registrant as specified in its charter)

             New Jersey                               22-2894827
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

1130 Route 22 East, Bridgewater, New Jersey          08807-0010
 (Address of principal executive offices)            (Zip Code)

                                 (908) 429-2200
              (Registrant's telephone number, including area code)


                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

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.

                                 [X] Yes [ ] No

As of  November  3,  1998,  there  were  11,087,382  shares  of   common  stock,
$1.25 par  value, outstanding.


<PAGE>


                             UNITED NATIONAL BANCORP


                                    FORM 10-Q

                                      INDEX




PART I -  FINANCIAL INFORMATION                                        PAGE(S)


ITEM 1   Financial Statements and Notes to Consolidated
         Financial Statements                                              1-7


ITEM 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              8-17

ITEM 3   Quantitative and Qualitative Disclosures about
         Market Risk                                                        18

PART II - OTHER INFORMATION


ITEM 6   Exhibits and Reports on Form 8-K                                19-20


SIGNATURES                                                                  21





<PAGE>


Part I - Financial Information
Item 1 - Financial Statements

                                               United National Bancorp
                                             CONSOLIDATED BALANCE SHEETS
                                          (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                              September 30,       December 31,
                                                                   1998               1997
                                                             -----------------  ----------------
<S>                                                              <C>               <C>
ASSETS
Cash and Due from Banks                                          $     44,697      $     43,807
Federal Funds Sold                                                     55,725             7,325
Securities Available for Sale, at Market Value                        591,170           553,000
Securities Held to Maturity                                            45,348            45,308
Trading Account Securities, at Market Value                             1,043             1,221
Loans (Net of Unearned Income)                                        709,067           663,566
  Less: Allowance for Possible Loan Losses                              7,359             8,434
                                                             -----------------  ----------------
  Loans, Net                                                          701,708           655,132
Premises and Equipment, Net                                            24,170            23,501
Investment in Joint Venture                                             3,151             3,151
Other Real Estate                                                         467             1,463
Intangible Assets, Primarily Core Deposit Premiums                      9,616            10,818
Other Assets                                                           39,615            38,650
                                                             -----------------  ----------------

     Total Assets                                                  $1,516,710        $1,383,376
                                                             =================  ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
  Demand                                                           $  202,852       $   178,784
  Savings                                                             400,317           401,399
  Time                                                                521,361           475,436
                                                             -----------------  ----------------
     Total Deposits                                                 1,124,530         1,055,619

Short-Term Borrowings                                                 104,329            79,546
Other Borrowings                                                      119,682            92,706
Other Liabilities                                                      21,771            18,878
                                                             -----------------  ----------------
   Total Liabilities                                                1,370,312         1,246,749

Company-Obligated Mandatorily Redeemable
  Preferred Series B Capital Securities of a
  Subsidiary Trust Holding Solely Junior
  Subordinated Debentures of the Company                               20,000            20,000
                                                             -----------------  ----------------

STOCKHOLDERS' EQUITY
Preferred Stock, authorized 1,000,000 shares,
  none issued and outstanding                                               -                 -
Common Stock, $1.25 Par Value,
  Authorized  16,000,000  Shares,
  Issued  11,191,116 in 1998 and
    10,162,753 in  1997,
  Outstanding Shares 11,087,382 in 1998
    and 10,068,450 in 1997                                             13,989            12,704
Additional Paid-in Capital                                            104,263            84,107
Retained Earnings                                                           -            15,607
Treasury Stock (103,734 shares in 1998 and
  94,303 shares in 1997)                                               (1,352)           (1,352)
Restricted Stock                                                          (64)              (73)
Accumulated Other Comprehensive Income                                  9,562             5,634
                                                             -----------------  ----------------
Total Stockholders' Equity                                            126,398           116,627
                                                             -----------------  ----------------

     Total Liabilities and Stockholders' Equity                    $1,516,710        $1,383,376
                                                             =================  ================

See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       1

<PAGE>


                                              United National Bancorp
                                         CONSOLIDATED STATEMENTS OF INCOME
                                         (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                            Three Months Ended            Nine Months Ended
                                                               September 30,                September 30,
                                                         ------------------------     ------------------------
                                                            1998         1997            1998         1997
                                                         -----------   ----------     -----------  -----------
<S>                                                         <C>          <C>             <C>          <C>
INTEREST INCOME
Interest and Fees on Loans                                  $15,844      $15,372         $46,888      $45,101
Interest and Dividends on Securities
 Available for Sale:
   Taxable Income                                             8,412        7,449          24,953       17,744
   Tax-Exempt Income                                            740          628           2,140        1,742
Interest and Dividends on Securities
 Held to Maturity:
   Taxable Income                                               402          681           1,350        2,466
   Tax-Exempt Income                                            228          143             641          451
Dividends on Trading Accounts Securities                          7            5              20           12
Interest on Federal Funds Sold and
   Deposits with Federal Home Loan Bank                         314          312             864          910
                                                         -----------   ----------     -----------  -----------
   TOTAL INTEREST INCOME                                     25,947       24,590          76,856       68,426
                                                         -----------   ----------     -----------  -----------

INTEREST EXPENSE
Interest on Savings Deposits                                  1,655        1,731           4,924        5,280
Interest on Time Deposits                                     6,590        6,354          19,533       18,060
Interest on Short-Term Borrowings                             1,623        1,126           3,973        2,451
Interest on Other Borrowings                                  1,948        1,296           5,559        1,818
                                                         -----------   ----------     -----------  -----------
   TOTAL INTEREST EXPENSE                                    11,816       10,507          33,989       27,609
                                                         -----------   ----------     -----------  -----------

Net Interest Income                                          14,131       14,083          42,867       40,817
Provision for Possible Loan Losses                              373          948           2,169        2,844
                                                         -----------   ----------     -----------  -----------
Net Interest Income After
 Provision for Possible Loan Losses                          13,758       13,135          40,698       37,973
                                                         -----------   ----------     -----------  -----------

NON-INTEREST INCOME
Trust Income                                                  1,437        1,200           4,312        3,600
Service Charges on Deposit Accounts                           1,070        1,121           3,393        3,404
Other Service Charges, Commissions and Fees                   1,671        1,584           4,888        4,629
Net Gains from Securities Transactions                          620          494           1,004          830
Other Income                                                    561          637           1,903        1,560
                                                         -----------   ----------     -----------  -----------
   TOTAL NON-INTEREST INCOME                                  5,359        5,036          15,500       14,023
                                                         -----------   ----------     -----------  -----------

NON-INTEREST EXPENSE
Salaries, Wages and Employee Benefits                         5,395        5,193          16,085       15,769
Occupancy Expense, Net                                          984          810           2,736        2,537
Furniture and Equipment Expense                                 917          813           2,727        2,246
Data Processing Expense                                       1,911        1,320           5,662        3,696
Distributions of Series B Capital Securities                    501          501           1,502        1,057
Amortization of Intangible Assets                               401          440           1,202        1,320
Net Cost to Operate Other Real Estate                            49           53             118          213
Merger Related Charge and
 Loss on Disposition of Assets                                2,179            -           2,179        2,208
Other Expenses                                                2,985        2,921           9,203        8,377
                                                         -----------   ----------     -----------  -----------
   TOTAL NON-INTEREST EXPENSE                                15,322       12,051          41,414       37,423
                                                         -----------   ----------     -----------  -----------

Income Before Provision for Income Taxes                      3,795        6,120          14,784       14,573
Provision for Income Taxes                                    1,234        2,046           4,339        4,720
                                                         ===========   ==========     ===========  ===========
NET INCOME                                                  $ 2,561      $ 4,074        $ 10,445      $ 9,853
                                                         ===========   ==========     ===========  ===========

NET INCOME PER COMMON SHARE:
   Basic                                                   $   0.23     $   0.37        $   0.94     $   0.89
                                                         ===========   ==========     ===========  ===========
   Diluted                                                 $   0.23     $   0.36        $   0.93     $   0.88
                                                         ===========   ==========     ===========  ===========

Weighted Average Shares Outstanding:
   Basic                                                     11,087       11,070          11,083       11,066
   Diluted                                                   11,245       11,186          11,255       11,157
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       2
<PAGE>
                             United National Bancorp
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        (In Thousands, Except Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        Accumulated
                                       Additional                                          Other           Total
                              Common    Paid-In     Retained    Treasury   Restricted   Comprehensive   Stockholders'
                               Stock    Capital     Earnings     Stock       Stock         Income         Equity
                            ---------  ----------  ----------  ----------  -----------  --------------  -------------
<S>                          <C>        <C>          <C>         <C>           <C>          <C>           <C>

Balance-January 1, 1998      $12,704    $ 84,107     $15,607     $(1,352)      $(73)        $5,634        $116,627

Net Income                         -           -      10,445           -          -              -          10,445

Cash Dividends Declared
   $0.45 Per Share                 -           -      (4,820)          -          -              -          (4,820)

Stock Issued in Payment
 of 10% Stock Dividend -
 1,017,375 shares              1,272      19,908     (21,180)          -          -              -               -


Exercise of Stock Options
   (10,107 Shares)                11         185         (52)          -          -              -             144

Change in Unrealized Gain
 on Securities Available
 for Sale, net of tax              -           -           -           -          -          3,928           3,928

Restricted Stock Activity          2          63           -           -          9              -              74
                           ----------  ----------  ----------  ----------  ---------    -----------     -----------
Balance-September 30, 1998   $13,989    $104,263     $     -     $(1,352)      $(64)        $9,562        $126,398
                           ==========  ==========  ==========  ==========  =========    ===========     ===========

</TABLE>

See Accompanying Notes to Consolidated Financial Statements.
                                       3
<PAGE>
                             United National Bancorp
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                     September 30,
                                                            -----------------------------
                                                                 1998            1997
                                                            ------------     ------------
<S>                                                            <C>              <C>     
OPERATING ACTIVITIES
Net Income                                                     $ 10,445         $  9,853
Adjustments to Reconcile Net Income to Net Cash Provided
 By Operating Activities:
  Depreciation and Amortization                                   2,888            2,964
  Amortization of Securities, Net                                   741              109
  Provision for Possible Loan Losses                              2,169            2,811
  Provision(Benefit) for Deferred Income Taxes                      295             (140)
  Net Loss on Disposition/Writedown
    Of Premises and Equipment                                        61              545
  Net Gain on Sale of Securities Available for Sale              (1,275)            (554)
  Trading Account Securities Activity, Net                          178             (571)
  (Increase)Decrease in Other Assets                               (965)           3,192
  Increase in Other Liabilities                                      87            2,164
  Restricted Stock Activity                                          74               97
                                                            ------------     ------------
   Net Cash Provided by Operating Activities                     14,698           20,470
                                                            ------------     ------------

INVESTING ACTIVITIES Securities Available for Sale:
  Proceeds from Sales of Securities                             498,249           35,297
  Proceeds from Maturities of Securities                         90,033           55,693
  Purchases of Securities                                      (620,081)        (301,343)
Securities Held to Maturity:
  Proceeds from Maturities of Securities                         26,374           36,684
  Purchases of Securities                                       (26,437)         (11,030)
Net Increase in Loans                                           (48,745)          (2,934)
Expenditures for Premises and Equipment                          (2,679)          (2,831)
Proceeds from Disposal of Premises and Equipment                    263            1,814
Decrease in Other Real Estate                                       996              287
                                                            ------------     ------------
  Net Cash Used in Investing Activities                         (82,027)        (188,363)
                                                            ------------     ------------

FINANCING ACTIVITIES
Net Increase (Decrease) in Demand and Savings Deposits           22,986          (32,504)
Net Increase in Certificates of Deposit                          45,925           55,246
Net Increase in Short-Term Borrowings                            24,504           32,390
Net Increase in Other Borrowed Funds                             27,255           83,000
Cash Dividends on Common Stock                                   (4,195)          (3,653)
Proceeds from Exercise of Stock Options                             144              512
Purchase of Treasury Stock                                            -               (9)
Proceeds of Trust Capital Securities                                  -           20,000
                                                             -----------     ------------
  Net Cash Provided by Financing Activities                     116,619          154,982
                                                             -----------     ------------
Net Increase(Decrease) in Cash and Cash Equivalents              49,290          (12,911)
Cash and Cash Equivalents at Beginning of Period                 51,132           76,987
                                                             -----------     ------------
Cash and Cash Equivalents at End of Period                     $100,422          $64,076
                                                            ============     ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash Paid During the Period:
   Interest                                                     $34,985          $28,895
   Income Taxes                                                   5,335            4,457
 Reclass to Available for Sale from Held to Maturity                  -            3,160
 Reclass to Other Assets of Vacant Operations Center
   From Premises and Equipment Pending Sale                           -            1,100

See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
                                       4
<PAGE>

                             UNITED NATIONAL BANCORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)      Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements included herein
have been prepared by United  National  Bancorp (the  "Company"),  in accordance
with  generally  accepted  accounting  principles  and pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote disclosures normally included in the Company's annual yearend financial
statements   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.   These  consolidated   financial  statements  should  be  read  in
conjunction with the financial  statements and the notes thereto included in the
Company's latest annual report on Form 10-K.

In the  opinion  of the  Company,  all  adjustments  (consisting  only of normal
recurring accruals) which are necessary for a fair presentation of the operating
results for the interim  periods have been  included.  The results of operations
for periods of less than a year are not  necessarily  indicative  of results for
the full year.

Effective  September  30,  1998,  the Company  acquired  the State Bank of South
Orange   ("SBSO").   The   acquisition   has  been   accounted   for  under  the
pooling-of-interests  method  of  accounting  and,  accordingly,  the  financial
statements include the consolidated  accounts of SBSO for all periods presented.
The  transaction  resulted in the  issuance of 796,204  shares of the  Company's
common stock.

Effective  January 1, 1998,  the Company  adopted the provisions of Statement of
Financial  Accounting  Standards  No.  130,  "Reporting   Comprehensive  Income"
("Statement No. 130"). Statement No. 130 establishes standards for reporting and
display  of  comprehensive  income and its  components  in a full set of general
purpose financial statements.  Under Statement No. 130,  comprehensive income is
divided  into net income and other  comprehensive  income.  Other  comprehensive
income includes items previously recorded directly in equity, such as unrealized
gains  or  losses  on  securities  available  for  sale.  Comparative  financial
statements  provided for earlier  periods have been  reclassified to reflect the
application of the provisions of Statement No. 130.

Statement No. 130 requires total  comprehensive  income and its components to be
displayed on the face of a financial statement for annual financial  statements.
For  interim  financial  statements,  Statement  No.  130  requires  only  total
comprehensive  income to be reported and allows such  disclosure to be presented
in the notes to the interim financial statements. For the Company, comprehensive
income is determined  by adding  unrealized  investment  holding gains or losses
during the period to net income.

Total comprehensive  income amounted to the following for the nine-month periods
ended September 30 (in thousands):
<TABLE>
<CAPTION>
                                                  1998                 1997
                                           ----------------     ----------------
<S>                                                <C>                 <C>
Net Income                                         $10,445             $  9,853
Change in Unrealized Gain on
 Securities Available for Sale,
 Net of Taxes                                        3,928                4,282
                                           ----------------     ----------------
Comprehensive Income                               $14,373              $14,135
                                           ================     ================
</TABLE>


In February  1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards  No. 132  "Employers'  Disclosures
about  Pensions  and  Other  Postretirement  Benefits"  ("Statement  No.  132").
Statement  No.  132  revises  employers'  disclosures  about  pension  and

                                       5

<PAGE>
other  postretirement  benefits  plans.  It does not change the  measurement  or
recognition of those plans.  It  standardizes  the disclosure  requirements  for
pensions and other postretirement  benefits to the extent practicable,  requires
additional  information in changes in the benefit  obligations and fair value of
plan assets that will  facilitate  financial  analysis,  and eliminates  certain
required disclosures of previous accounting pronouncements.

Statement No. 132 is effective  for fiscal years  beginning  after  December 15,
1997. Earlier application is encouraged.  Restatement of disclosures for earlier
periods provided for comparative  purposes is required unless the information is
not readily available. As Statement No. 132 affects disclosure requirements,  it
is not expected to have an impact on the financial statements of the Company.

In June 1998, the FASB issued  Statement of Financial  Accounting  Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities"  ("Statement
No. 133").  This statement  establishes  accounting and reporting  standards for
derivative instruments, and for hedging activities. Statement No. 133 supersedes
the disclosure requirements in Statements No. 80, 105 and 119. This statement is
effective for periods  beginning  after June 15, 1999. The adoption of Statement
No. 133 is not expected to have a material  impact on the financial  position or
results of the Company.

In October 1998, the FASB issued Statement of Financial Accounting Standards No.
134 "Accounting for Mortgage-Backed Securities Retained after the Securitization
of Mortgage Loans Held for Sale by a Mortgage  Banking  Enterprise"  ("Statement
No. 134").  This statement  amends FASB Statement No. 65 "Accounting for Certain
Mortgage  Banking  Activities",  to  require  that after the  securitization  of
mortgage loans held for sale, an entity engaged in mortgage  banking  activities
classify the resulting  mortgage-backed  securities or other retained  interests
based on its ability and intent to sell or hold those investments. Statement No.
134 is effective January 1, 1999. The adoption of this statement is not expected
to have a material impact on the financial  position or results of operations of
the Company.

(2)      Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash and
due from banks and Federal funds sold.  Generally,  Federal funds are sold for a
one-day period.

(3)      Net Income Per Common Share

Basic income per common share is computed by dividing net income by the weighted
average number of shares outstanding during each period.

Diluted  net income per  common  share is  computed  by  dividing  net income by
weighted  average  number of shares  outstanding,  as  adjusted  for the assumed
exercise of options for common stock, using the treasury stock method. Potential
shares of common stock resulting from stock option  agreements  totaled 172,000,
and  91,000  for the  nine-month  periods  ended  September  30,  1998 and 1997,
respectively.  For the quarters ended September 30, 1998 and 1997, the potential
shares of common stock resulting from stock option  agreements  totaled 158,000,
and 116,000.

All  weighted  average  shares  outstanding  have  been  adjusted  for the  SBSO
acquisition and for subsequent stock dividends and splits.


(4)       Pending Acquisition

On September  22, 1998,  the Company and Raritan  Bancorp  ("Raritan")  signed a
definitive  agreement  under which the Company will acquire  Raritan in a merger
which is intended to be a tax-free  transaction

                                       6
<PAGE>
and is  expected  to be  accounted  for as a pooling of  interests.  Each of the
outstanding  shares  of  Raritan  will be  exchanged  for  1.595  shares  of the
Company's  common stock, as adjusted for the 10% stock dividend paid November 2,
1998. The acquisition is conditioned  upon necessary  regulatory and shareholder
approvals.  It is  anticipated  that the merger will be  completed  by the first
quarter of 1999.

                                       7
<PAGE>
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following  discussion of the  operating  results and financial  condition at
September  30,  1998  is  intended  to help  readers  analyze  the  accompanying
financial statements, notes and other supplemental information contained in this
document.  Results of operations  for the three and nine months ended  September
30, 1998 are not necessarily  indicative of results to be attained for any other
period.

Forward-Looking Statements

This  report  contains  forward-looking  statements  within  the  meaning of The
Private  Securities  Litigation  Reform  Act of 1995.  Such  statements  are not
historical facts and include expressions about our confidence and strategies and
our expectations  about new and existing  programs and products,  relationships,
opportunities,  technology  and  market  conditions.  These  statements  may  be
identified  by an  "asterisk"  ("*")  or  such  forward-looking  terminology  as
"expect",  "believe",  "anticipate",  or by  expressions  of confidence  such as
"continuing" or "strong" or similar statements or variations of such terms. Such
forward-looking  statements  involve  certain  risks  and  uncertainties.  These
include, but are not limited to, expected cost savings not being realized or not
being  realized  within the expected time frame;  income or revenues being lower
than expected or operating costs higher; competitive pressures in the banking or
financial services  industries  increasing  significantly;  business  disruption
related  to  program  implementation  or  methodologies;  weakening  of  general
economic conditions nationally or in New Jersey; changes in legal and regulatory
barriers and structures; and unanticipated occurrences delaying planned programs
or initiatives or increasing  their costs or decreasing  their benefits.  Actual
results may differ materially from such forward-looking  statements. The Company
assumes no obligation  for updating any such  forward-looking  statements at any
time.

                              RESULTS OF OPERATIONS

Three and Nine Months Ended September 30, 1998 and September 30, 1997.

OVERVIEW

The Company  realized net income of $2,561,000 for the third quarter of 1998, as
compared to  $4,074,000  reported for the same period in 1997.  During the third
quarter of 1998, the Company recorded a merger-related  charge (the "1998 Merger
Charge") of $1,694,000,  net of taxes,  or $0.15 per diluted share in connection
with the  acquisition of the State Bank of South Orange  ("SBSO").  Earnings per
diluted  share were $0.23 for the third quarter of 1998 as compared to $0.36 for
the third quarter of 1997.  Excluding the 1998 Merger  Charge,  earnings for the
third quarter of 1998 were  $4,255,000  compared to the $4,074,000 for the third
quarter of 1997.

The increase in earnings for the three months ended September 30, 1998, compared
to 1997  (before the 1998 Merger  Charge),  was the result of an increase in net
interest  income and  non-interest  income,  combined  with a  reduction  in the
provision for possible loan losses.  These  increases  were offset in part by an
increase in non-interest expenses.

For the nine months ended  September 30, 1998,  net income was  $10,445,000,  as
compared to $9,853,000 for the same period last year. Earnings per diluted share
were  $0.93 and $0.88,  respectively.  During  the first  quarter  of 1997,  the
Company  recorded  a  merger-related   charge  (the  "1997  Merger  Charge")  of
$1,072,000,  net of taxes, in connection with the acquisition of Farrington Bank
("Farrington").  In the second quarter of 1997,  the Company  recorded a loss on
the then pending sale of its former  operations  center (the "Operations  Center
Loss") of $326,000,  net of taxes.  Excluding the 1998 Merger  Charge,  the 1997
Merger  Charge and the  Operations  Center Loss  (together  defined as "One-Time
Charges"),   earnings  for  the  nine  months  ended  September  30,  1998  were
$12,139,000, compared to the $11,251,000 for the nine months ended September 30,
1997.

                                       8
<PAGE>
EARNINGS ANALYSIS

Interest Income

Interest  income  for  the  quarter  ended  September  30,  1998  represented  a
$1,357,000 or 5.5% increase from the $24,590,000 reported for the same period in
1997. This was attributable to increases in interest and dividends on securities
of $883,000  and  interest  and fees on loans of  $472,000.  Interest on federal
funds sold and  deposits  with  Federal  Home Loan Bank  ("FHLB")  increased  by
$2,000.  The  yield  on  average  interest  earning  assets  on a fully  taxable
equivalent  basis  decreased 27 basis points from 8.08% for the third quarter of
1997 to 7.81% for the third quarter of 1998. The increase in interest income was
primarily  attributable to a $124,458,000  increase in average  interest earning
assets,  offset in part by the 27 basis  point  decrease in the yield on earning
assets.  During the second and third quarters of 1997, the Company developed and
implemented a strategy to increase  earning assets,  effectively  leveraging its
capital and  improving net interest  income,  by the purchase of $150 million of
additional   investment   securities  funded  through  advances  and  repurchase
agreements  (the "Growth  Strategy").  During the first nine months of 1998, the
Company  purchased  an  additional  $50 million of  investments  pursuant to the
Growth Strategy.

For the  nine  months  ended  September  30,  1998,  interest  income  increased
$8,430,000 or 12.3%, to $76,856,000  from the $68,426,000  reported for the same
period in 1997. This was  attributable to increases in interest and dividends on
securities of $6,689,000 and interest and fees on loans of $1,787,000  offset in
part by a decline of $46,000 in interest on Federal funds sold and deposits with
Federal Home Loan Bank. The increase in interest income was primarily the result
of a $173,678,000  increase in average interest earning assets.  This was offset
in part by a decrease in the yield on average  earning assets from 8.18% for the
nine months ended September 30, 1997 to 7.99% for the comparable period in 1998.


Interest Expense

The  Company's  interest  expense  for  the  third  quarter  of  1998  increased
$1,309,000,  or 12.5%, to $11,816,000  from $10,507,000 for the same period last
year, as a result of the Growth  Strategy,  increased  average  deposits and the
movement  of  deposits  from lower rate  savings  accounts  to higher  rate time
deposits.  Specifically,   interest  on  other  borrowings  increased  $652,000,
interest on short-term  borrowings  increased $497,000,  and interest on savings
and time deposits rose $160,000.  The Company's  average cost of funds increased
from 4.12% for the third quarter of 1997 to 4.22% for the third quarter of 1998.
Average interest bearing  liabilities  increased by $119,070,000  from the third
quarter of 1997 to the same period in 1998.

For the nine months ended  September  30, 1998,  interest  expense  increased by
$6,380,000,  or 23.1% over the same  period in 1997.  Interest  expense on other
borrowings  increased  $3,741,000,  interest  expense on  short-term  borrowings
increased by $1,522,000,  and interest on savings and time deposits increased by
$1,117,000.

Net Interest Income

The net effect of the changes in interest  income and  interest  expense for the
third quarter of 1998 was an increase of $48,000 or 0.3% in net interest  income
as  compared  to the third  quarter  of 1997.  The net  interest  margin and net
interest spread, on a fully taxable equivalent basis,  decreased 28 basis points
and 37 basis points, respectively, from the same period last year.

Net interest  income for the nine months  ended  September  30, 1998,  increased
$2,050,000 or 5.0% over the same period last year.  The net interest  margin and
the net interest spread both decreased 41 basis points from the same period last
year.

                                       9
<PAGE>
Provision for Possible Loan Losses

For the three months ended  September 30, 1998,  the provision for possible loan
losses was  $373,000,  compared to $948,000  for the same period last year.  The
provision  for  possible  loan losses was  $2,169,000  for the nine months ended
September 30, 1998, as compared to $2,844,000 for the same period last year. The
amount of the loan loss  provision  and the level of the  allowance for possible
loan losses are based upon a number of factors including Management's evaluation
of  potential  losses  in  the  portfolio,   after  consideration  of  appraised
collateral values,  financial condition and past credit history of the borrowers
as well as prevailing and anticipated economic conditions.

In the  opinion  of  Management,  the  allowance  for  possible  loan  losses at
September  30, 1998 was adequate to absorb  possible  future  losses on existing
loans and  commitments  that are currently  inherent in the loan  portfolio.* At
September  30, 1998,  the ratio of the  allowance  for  possible  loan losses to
non-performing loans was 109.44% as compared to 84.01% at September 30, 1997.


Non-Interest Income

For the third  quarter of 1998,  compared  to the third  quarter of 1997,  total
non-interest  income  increased  $323,000 or 6.4%, due primarily to increases of
$237,000 in trust  income and $87,000 of  increases  in other  service  charges,
commissions and fees. These increases were partly offset by $76,000 in decreases
in other income and $51,000 of decreases in service charges on deposit accounts.
The increase in other service  charges,  commissions  and fees was the result of
fees on additional services implemented during the past year and a higher volume
of  credit  card  annual  fees,  offset in part by lower  volume of credit  card
application  fees.  The decrease in other income is the result of lower gains on
sales of loans guaranteed by the Small Business  Administration  ("SBA"), partly
offset  by  income  from  the  Company's  investment  in  corporate  owned  life
insurance.  In  addition,  there were  increases  of  $126,000 in net gains from
securities transactions.

For the nine months ended  September  30, 1998,  non-interest  income  increased
$1,477,000  from the same period in 1997, due primarily to increases of $712,000
in trust income, $343,000 in other income and $259,000 in other service charges,
commissions and fees. In addition, there were increases of $174,000 in net gains
from securities  transactions.  Conversely,  service charges on deposit accounts
declined by $11,000.  The  increases for the  nine-month  period were due to the
same factors that caused the quarterly increases.


Non-Interest Expense

For the  quarter  ended  September  30,  1998,  non-interest  expense  increased
$3,271,000  or 27.1%  from the same  period  last  year.  Included  in the third
quarter of 1998 was the 1998 Merger  Charge of  $2,179,000,  pre-tax.  Excluding
this charge,  non-interest  expense  increased  $1,092,000  or 9.1% from 1997 to
1998. Salaries and employee benefits increased  $202,000;  salaries increased by
$168,000 and employee  benefits  decreased  $34,000.  The increase in salary and
benefit  expense was due to additional  employees  hired for new branches opened
during  1998 and the  latter  part of 1997,  offset in part by lower  retirement
benefits  cost  and  lower  hospitalization  benefit  costs.  Occupancy  expense
increased  $174,000,  or 21.5%,  as the increased  cost of the new branches more
than  offset the  elimination  of costs  associated  with the former  operations
center  sold in the third  quarter  of 1997.  Furniture  and  equipment  expense
increased $104,000,  or 12.8% as a result of the upgrading of the corporate-wide
personal  computer  network  in  mid-1997.  Data  processing  expense  increased
$591,000,  or 44.8% as a result of increased  volume of items processed  through
United Financial Services, Inc. ("United Financial") as well as increased credit
card processing. United Financial, a data processing joint venture, is 50% owned
by the Company.  Distributions on the trust capital securities,  issued in March
1997, at an annual rate of 10.01%,

                                       10
<PAGE>
amounted to $501,000,  the same as the prior year. Other expenses,  net costs to
operate  other real  estate and  amortization  of  intangible  assets  increased
$21,000.

For the nine months ended  September 30, 1998,  non-interest  expense  increased
$3,991,000,  or 10.7% from the same period  last year.  Included in 1998 was the
pre-tax 1998 Merger Charge of $2,179,000. In addition, included in 1997 were the
pre-tax 1997 Merger Charge of $1,665,000 in the first quarter and the Operations
Center Loss of $543,000 in the second quarter. Excluding these One-Time Charges,
non-interest expense increased $4,020,000,  or 11.4% from 1997 to 1998. Salaries
and  employee  benefits  increased  $316,000,  or 2.0%  as  salaries  and  wages
increased  $764,000 and  employee  benefits  decreased  by  $448,000.  Occupancy
expense increased  $199,000.  Furniture and equipment expense increased $481,000
or 21.4%. These increases for the nine-month period were due to the same factors
that  caused  the  quarterly   increases.   Data  processing  expense  increased
$1,966,000,  or 53.2%  over  the  same  period  in 1997 as a  result  of  higher
processing  volumes.  The increase in cash  distributions  on the trust  capital
securities  of $445,000  resulted  from their  placement  in March  1997.  Other
expenses,  including  amortization  of  intangible  assets,  increased  $613,000
primarily as a result of additional  marketing,  postage and telephone  expenses
incurred for credit card  marketing,  along with  increases  in local  marketing
expenses,  legal and  professional  fees,  offset in part by decreased  costs to
operate other real estate.


Income Taxes

Income tax expense  decreased  $812,000 to  $1,234,000  for the third quarter of
1998 as compared to $2,046,000  for the same period in 1997. For the nine months
ended September 30, 1998, income tax expense decreased $381,000 when compared to
the prior year.  The  decrease in income  taxes was the result of lower  taxable
income than the prior year.


YEAR 2000 Issues

The Year 2000 issue involves preparing computer systems and programs to identify
the arrival of January 1, 2000. In the past,  many computer  programs  allocated
only  two  digits  to a year,  (ie.  1998 was  represented  as 98).  Given  this
programming,  the year 2000 could be confused  with that of 1900.  The Year 2000
issue not only impacts computer  hardware and software,  but all equipment which
utilizes processors or computer microchips.

Management  has  initiated a program to assess the Company's  computer  systems,
applications and third-party  vendors for year 2000  compliance.  Management has
formed a Year 2000  Committee  with  members from all  significant  areas of the
Company,  which has conducted a review of its  operations  to identify  systems,
vendors  and  customers  that  could be  affected  by the year 2000  issue.  The
committee  has  developed  an  implementation  plan (the  "Plan") to rectify any
issues  related to processing of  transactions  in the year 2000 and beyond.  As
recommended by the Federal Financial Institutions  Examination Council, the Plan
encompasses the following phases: awareness, assessment,  renovation, validation
and implementation.  These phases are designed to enable the Company to identify
risks,   develop  an  action  plan,   perform   adequate  testing  and  complete
certification that its processing systems will be Year 2000 ready.  Execution of
the Plan is currently  believed to be on target. The Company is currently in the
renovation phase,  which includes code enhancements,  program changes,  hardware
and software upgrades and system  replacements,  as necessary.  Concurrently the
Company  is  also  addressing  certain  issues  related  to the  validation  and
implementation  Phases.  The  primary  operating  software  for the  Company  is
obtained  from,  and  maintained  by, an  external  provider  of  software  (the
"External  Provider").  The Company has  maintained  ongoing  contact  with this
vendor  who has  provided  written  assurance  that the  software  is Year  2000
compliant.  The Company is also in process of obtaining  certifications  of Year
2000 compliance  from its vendors.  In the event the Company is unable to obtain
such  certifications,  the Company  will obtain  Year 2000  compliant  software,
hardware and support services as appropriate. Each

                                       11
<PAGE>
of the vendors  whose  products or services  are  believed by  management  to be
material to the Company has either  provided  written  assurance that it is Year
2000 compliant or has provided written assurance that it expects to be Year 2000
compliant  prior  to the  Year  2000.  The  Company  is also  working  with  its
significant borrowers and depositors to ensure they are taking appropriate steps
to become  Year 2000  compliant.  In  addition,  the  Company  is in  process of
contacting all  non-information  technology  suppliers  (i.e.,  utility systems,
telephone  systems  and  security  systems)  regarding  their Year 2000 state of
readiness. The renovation phase is targeted for completion by October 31, 1998*.
The  validation  phase  involves  testing of changes to hardware  and  software,
accompanied  by monitoring  and testing with vendors.  The  validation  phase is
targeted for completion by March 31, 1999*. The  implementation  phase's purpose
is to certify that systems are compliant on a going-forward basis. This phase is
targeted for completion by June 30, 1999*.

The Company, however, continues to bear some risk related to the Year 2000 issue
and  could be  adversely  affected  if other  entities  (e.g.,  vendors)  do not
appropriately  address their own  compliance  issues.  If during the  validation
phase the External  Provider's software is determined to have potential problems
which it is not able to resolve in time,  the Company  would  likely  experience
significant processing delays,  mistakes or failures.  These delays, mistakes or
failures could have a significant adverse impact on the financial  statements of
the Company. In addition if any of the Bank's borrowers experiences  significant
problems  due to Year 2000  issues,  the credit  risk  inherent in loans to such
borrowers would increase.

The Company  continues to evaluate the estimated costs associated with attaining
Year 2000 readiness.  Additional costs, such as testing,  software purchases and
marketing,  are not  anticipated to be material to the Company in any one year*.
In total,  the Company  estimates  that its cost for  compliance  will amount to
approximately  $850,000  over  the two  year  period  from  1998-1999,  of which
approximately  $350,000 has been incurred to date.  The Company  expects to fund
these  costs  out of normal  operating  cash.  While  additional  costs  will be
incurred, the Company believes,  based upon available information,  that it will
be able to manage  its Year 2000  transition  without  any  significant  adverse
effect on business operations or financial condition.*

The  Company  has  completed  a  remediation  contingency  plan  for  Year  2000
compliance for its mission critical  applications.  The remediation  contingency
plan  outlines  the actions to be taken if the current  approach to  remediating
mission critical  applications does not appear to be able to deliver a Year 2000
compliant system when required. Predetermined target dates have been established
for all  mission  critical  applications.  If  testing of the  mission  critical
application is not completed by the target date then  alternative  actions would
be taken as outlined in the  remediation  contingency  plan.  In  addition,  the
Company also has a comprehensive  business  resumption plan to facilitate timely
restoration  of  services  in the event of business  disruption.  The  Company's
remediation  contingency plan and business  resumption plan will be reviewed and
updated  as needed  throughout  1998 and 1999.  The  Company  is in  process  of
preparing  a  contingency  plan for all other  hardware,  software,  vendors and
customers, which is targeted for completion by December 31, 1998*.




                                       12
<PAGE>
FINANCIAL CONDITION

September 30, 1998 as compared to December 31, 1997.

Total assets increased  $133,334,000 or 9.6% from December 31, 1997.  Loans, net
of  allowance  for  possible  loan  losses,  increased  $46,576,000.  Securities
increased  by  $38,032,000  as the Company  utilized $50 million of advances and
repurchase agreements to fund the growth in the investment  portfolio,  which in
turn increased net interest  income.  The $50 million of  investments  purchased
through the Growth Strategy were partly offset by investments  called or matured
in the first quarter. In addition, there were increases in Federal funds sold of
$48,400,000,  premises and  equipment  of  $669,000,  cash and due from banks of
$890,000  and other  assets of  $965,000.  Conversely,  there were  decreases of
$996,000 in other real estate and $1,202,000 in intangible assets.

Total loans at September 30, 1998  increased  $45,501,000 to  $709,067,000  from
year-end 1997.  Commercial loans increased  $43,422,000 or 26.2% to $209,261,000
at  September  30,  1998.  The  residential  and  commercial  real  estate  loan
portfolios  increased by $23,940,000 or 7.7% from  $309,939,000  at December 31,
1997 to  $333,879,000  at  September  30,  1998.  In  addition,  the credit card
portfolio increased  $2,417,000 or 7.3% from December 31, 1997 to $35,557,000 at
September 30, 1998. Partly offsetting these increases,  personal loans decreased
$24,278,000  or 15.7% from  December 31, 1997 to  $130,370,000  at September 30,
1998, as a result of loan  payments on the indirect  automobile  loan  portfolio
exceeding new loan  growth.The  following  schedule  presents the  components of
loans, by type, net of unearned income, for each period presented.

<TABLE>
<CAPTION>
                                     September 30,                December 31,
(In Thousands)                           1998                         1997
                                  -----------------             ----------------
<S>                                       <C>                          <C>
Commercial                                $209,261                     $165,839
Real Estate                                333,879                      309,939
Personal Loans                             130,370                      154,648
Credit Card Loans                           35,557                       33,140
                                  -----------------             ----------------
   Loans, Net of Unearned Income          $709,067                     $663,566
                                  =================             ================
</TABLE>

Total  securities  at  September  30,  1998  increased  $38,032,000  or  6.3% to
$637,561,000 from year-end 1997. Within the securities  portfolio,  the majority
of the increase  occurred in the  mortgage-backed  securities,  which  increased
$73,318,000.  In  addition,  obligations  of states and  political  subdivisions
increased by $15,580,000. Trading account securities declined by $178,000, while
Corporate debt  securities  (trust  preferred  issues of other banks)  increased
$6,201,000.  U.S. government agencies and corporations  declined by $39,005,000.
Other  securities,  consisting of money market mutual funds and stock in Federal
Reserve Bank and Federal Home Loan Bank decreased by $12,915,000.  U.S. Treasury
securities decreased by $4,969,000.

                                       13
<PAGE>
The amortized cost and approximate  market value of securities are summarized as
follows (in thousands):
<TABLE>
<CAPTION>

                                             September 30, 1998          December 31, 1997
                                        ----------------------------   ----------------------
                                         Amortized        Market        Amortized     Market
Securities Available for Sale               Cost           Value           Cost        Value
- ------------------------------------    ------------   -------------   -----------  ----------
<S>                                       <C>             <C>           <C>         <C>
U.S. Treasury Securities                  $   4,997       $   5,005     $  11,977   $  11,982

Obligations of U.S. Government
   Agencies and Corporations                 61,706          62,875        92,384      92,914

Obligations of States and
   Political Subdivisions                    62,565          64,577        55,632      56,887

Mortgage-Backed Securities                  382,027         387,316       310,998     313,081

Corporate Debt Securities                    19,344          20,121        13,496      13,920

Other Securities                             46,045          51,276        59,974      64,216
                                        ------------   -------------   -----------  ----------

Total Securities Available For Sale         576,684         591,170       544,461     553,000
                                        ------------   -------------   -----------  ----------

Securities Held to Maturity
- ------------------------------------

U.S. Treasury Securities                      2,998           3,020           990         995

Obligations of U.S. Government
   Agencies and Corporations                 18,987          19,046        27,953      27,936

Obligations of States and
   Political Subdivisions                    19,602          19,820        11,712      11,798

Mortgage-Backed Securities                    3,611           3,621         4,528       4,506

Other Securities                                150             156           125         129
                                        ------------   -------------   -----------  ----------

Total Securities Held to Maturity            45,348          45,663        45,308      45,364
                                        ------------   -------------   -----------  ----------

Trading Securities                              675           1,043           581       1,221
- ------------------------------------    ------------   -------------   -----------  ----------

Total Securities                           $622,707        $637,876      $590,350    $599,585
                                        ============   =============   ===========  ==========
</TABLE>

Total  deposits  increased  $68,911,000  or 6.5%.  Time  deposits  increased  by
$45,925,000,  and demand deposits increased $24,068,000,  while savings deposits
decreased by $1,082,000.  Short-term  borrowings  increased by  $24,783,000  and
other  borrowings  increased by  $26,976,000,  as the Bank  continued to utilize
Growth Strategies to increase the investment portfolio.  Management continues to
monitor   the  shift  of   deposits   and  level  of   borrowings   through  its
Asset/Liability Management Committee.

                                       14
<PAGE>
Asset Quality

At September 30, 1998,  non-performing  loans decreased  $934,000 as compared to
June 30, 1998 and  $2,198,000  as compared to December 31, 1997. Of the decrease
in non-performing loans from June 30, 1998, $863,000 was in the real estate loan
portfolio and $561,000 was in the  commercial  loan  portfolio.  This was partly
offset by an  increase  of $490,000 in the  personal  loan  portfolio.  The Loan
Review Department reviews the large credits in the performing loan portfolio, as
well as the non-performing loans on a regular basis.

<TABLE>
<CAPTION>
                              September 30,    June 30,     March 31,     December 31,   September 30,
Dollars in Thousands)             1998           1998         1998            1997           1997
                              -------------  ------------  ------------  --------------  -------------
<S>                             <C>           <C>           <C>             <C>            <C>
Total Assets                    $1,516,710    $1,450,952    $1,420,286      $1,383,376     $1,346,179

Total Loans (Net of             $  709,067    $  704,382    $  659,987      $  663,566     $  663,525
  Unearned Income)

Allowance for Possible          $    7,359    $    7,916    $    7,891      $    8,434     $    8,515
  Loan Losses
   % of Total Loans                   1.04%         1.12%         1.20%           1.27%          1.28%

Total Non-Performing            $    6,724    $    7,658    $    8,598       $   8,922     $   10,136
  Loans (1)
   % of Total Assets                  0.44%         0.53%         0.61%           0.64%          0.75%
   % of Total Loans                   0.95%         1.09%         1.30%           1.34%          1.53%

Allowance for Possible
  Loan Losses to
  Non-Performing Loans              109.44%       103.37%        91.78%          94.53%         84.01%

Total of Non-Performing         $    7,221     $   9,130     $  10,262        $ 10,559      $  11,855
  Assets
   % of Total Assets                  0.48%         0.63%         0.72%           0.76%          0.88%
   % of Loans, Other Real
     Estate Owned and
     Other Assets Owned               1.02%         1.29%         1.55%           1.59%          1.78%


 (1) Non-performing loans consist of:
      (a) impaired loans, which includes non-accrual and renegotiated loans, and
      (b)loans which are contractually  past due 90 days or more as to principal
         or interest,  but are still accruing interest at previously  negotiated
         rates to the extent  that such loans are both well  secured  and in the
         process of collection.
</TABLE>
                                       15
<PAGE>

Allowance for Possible Loan Losses

The  allowance  for possible  loan losses is  maintained  at a level  considered
adequate to provide for  potential  loan  losses.* The level of the allowance is
based on  Management's  evaluation of potential  losses in the portfolio,  after
consideration  of  risk   characteristics   of  the  loans  and  prevailing  and
anticipated  economic  conditions.  The  allowance is  increased  by  provisions
charged to expense and reduced by charge-offs, net of recoveries.

At September 30, 1998,  the  allowance for possible loan losses was  $7,359,000,
down 12.7% from the $8,434,000 at year-end 1997. Net  charge-offs  for the three
months and nine months ended  September 30, 1998 were  $930,000 and  $3,244,000,
respectively.

Liquidity Management

At  September  30,  1998,  the  amount  of  liquid  assets  remained  at a level
Management deemed adequate to ensure that contractual  liabilities,  depositors'
withdrawal  requirements,  and other operational and customer credit needs could
be  satisfied.*  This  liquidity was maintained at the same time the Company was
managing the interest rate  sensitivity of interest  earning assets and interest
bearing liabilities so as to improve profitability.

At September 30, 1998, liquid  investments,  comprised of Federal funds sold and
money market mutual fund instruments, totaled $87,401,000.  Additional liquidity
is generated from maturities and principal payments in the investment portfolio.
Scheduled  maturities  and  anticipated  principal  payments  of the  investment
portfolio will approximate  $119,953,000  throughout the next twelve months.* In
addition,  all or part of the investment  securities available for sale could be
sold to provide  liquidity.  These sources can be used to meet the funding needs
during periods of loan growth.  Liquidity is also available  through  additional
lines of credit and the ability to incur additional debt. At September 30, 1998,
there were $260 million of short-term lines of credit, of which $178 million was
available.  In addition,  the Bank has $73.2  million  available on  established
lines of credit,  which are currently unused,  with the Federal Reserve Bank and
the FHLB of New York at September 30, 1998,  which  further  support and enhance
liquidity.

Capital

Total stockholders' equity increased $9,771,000 to $126,398,000 at September 30,
1998 from the $116,627,000  recorded at the end of 1997. The increase was due to
net income of  $10,445,000,  an increase in net  unrealized  gains on securities
available  for sale of  $3,928,000,  exercises of stock  options of $144,000 and
restricted  stock  activity of $74,000.  These  increases were offset in part by
cash dividends declared of $4,820,000.

                                       16

<PAGE>

The following table reflects the Company's  capital ratios,  as of September 30,
1998 and December 31, 1997, and have been  presented in accordance  with current
regulatory guidelines.

<TABLE>
<CAPTION>
(Dollars in Thousands)            September 30, 1998       December 31, 1997
                               -----------------------  ------------------------
                                   Amount      Ratio       Amount        Ratio
                               ------------  ---------  ------------   ---------
<S>                               <C>          <C>         <C>           <C>
Risk-Based Capital

Tier I Capital

  Actual                          $126,954     14.11 %     $120,357      14.62 %
  Regulatory Minimum
    Requirements                    35,992      4.00         32,937       4.00
  For Classification as
    Well Capitalized                53,988      6.00         49,905       6.00


Combined Tier I and
 Tier II Capital

  Actual                           134,313     14.93        128,691      15.63
  Regulatory Minimum
    Requirements                    71,984      8.00         65,873       8.00
  For Classification as
    Well Capitalized                89,981     10.00         82,341      10.00

Leverage

  Actual                           126,954      8.75        120,357       8.93
  Regulatory Minimum
    Requirements                    58,045      4.00         53,931       4.00
  For Classification as
    Well Capitalized                72,557       5.00        67,413       5.00
</TABLE>



The Company's  risk-based capital ratios (Tier I and Combined Tier I and Tier II
Capital) and Tier I leverage ratio  continue to exceed the minimum  requirements
set forth by the Company's regulators.  The Tier I ratio and the combined Tier I
and Tier II ratios  both  decreased  from  14.62% to 14.11%  and from  15.63% to
14.93%, respectively. The Tier I leverage ratio decreased from 8.93% at December
31, 1997 to 8.75% at September 30, 1998.  The Company's  asset growth during the
nine months ended  September 30, 1998 resulted in the decrease in the risk-based
and leverage capital ratios.

                                       17
<PAGE>

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  primary  market  risk faced by the  Company  is  interest  rate  risk.  The
Company's  Asset/Liability  Committee  ("ALCO")  monitors  the  changes  in  the
movement of funds and rate and volume  trends to enable  appropriate  management
response to changing market and rate conditions.

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting  net interest  income over the next 24 months in a flat rate scenario
versus net interest income in alternative  interest rate  scenarios.  Management
reviews and refines its interest rate risk management process in response to the
changing economic climate.  Currently,  the Company's model projects a 200 basis
point change in rates during the first year,  in even monthly  increments,  with
rates held constant in the second year. The Company's ALCO has established  that
interest income sensitivity will be considered acceptable if net interest income
in the above interest rate scenario is within 10% of net interest  income in the
flat rate  scenario  in the first  year and within  15% over the  two-year  time
frame. At September 30, 1998, the Company's income simulation model indicates an
acceptable level of interest rate risk, with no significant change from December
31, 1997.*

Management  also  monitors  interest  rate risk by  utilizing a market  value of
equity  model.  The model  computes  estimated  changes in net  portfolio  value
("NPV") of its cash flows from the Company's assets and liabilities in the event
of a change in  market  interest  rates.  NPV  represents  the  market  value of
portfolio  equity  and is equal to the market  value of assets  minus the market
value of liabilities.  This analysis assesses the risk of gain or loss in market
risk sensitive  instruments in the event of an immediate and sustained 200 basis
point increase or decrease in market interest  rates.  The Company's ALCO policy
indicates  that the level of interest  rate risk is  acceptable if the immediate
200 basis point  change in  interest  rates would not result in the loss of more
than 30% from the base market value of equity. At September 30, 1998, the market
value of equity  indicates an acceptable  level of interest  rate risk,  with no
significant change since December 31, 1997.*

Computation of prospective  effects of  hypothetical  interest rates changes are
based on numerous  assumptions,  including  relative  levels of market  interest
rates, loan prepayments and duration of deposits,  and should not be relied upon
as indicative of actual results.  Further,  the  computations do not contemplate
any actions the ALCO could undertake in response to changes in interest rates.


                                       18

<PAGE>

Part II - Other Information


Item 6 -     Exhibits and Reports on Form 8-K

         (a)      Exhibits

             (3)(a)        Certificate  of  Incorporation  of the  Company as in
                           effect on July 1, 1997. (Incorporated by reference in
                           the  Company's  Report on Form  10-Q for the  quarter
                           ended  September  30, 1997 filed with the  Securities
                           and Exchange Commission.)


             (3)(b)        By-laws of the Company (Incorporated  by reference in
                           the Company's  Report on Form 10-K for the year ended
                           December 31, 1994   filed  with  the  Securities  and
                           Exchange Commission.)

             (10) Material Contracts

                           Amended   and   Restated   Merger   Agreement   dated
                           September  22,  1998  by and  among  United  National
                           Bancorp,  United National Bank,  Raritan Bancorp Inc.
                           and Raritan Savings Bank  (incorporated  by reference
                           to the  Company's  Report on Form 8-K filed  with the
                           Securities  and Exchange  Commission on September 28,
                           1998).


             (27) Financial Data Schedule


         (b)       Reports on Form 8-K


                           A Report on Form 8-K was filed on  August  28,  1998.
                           Under Item 5 of Form 8-K the Company reported that it
                           entered  into  long-term  employment  and  change  of
                           control  agreements with eight executive  officers on
                           August 18, 1998,  which were  effective as of July 1,
                           1998.  Incorporated  by reference were Employment and
                           Change-in-Control Agreements with the eight executive
                           officers.

                           A Report on Form 8-K was filed on  August  28,  1998.
                           Under  Item 5 of Form 8-K the  Company  reported  the
                           Board  of  Directors   of  the  Company   approved  a
                           quarterly dividend of $0.20 per share and a 10% stock
                           dividend.   Incorporated   by  reference  war  United
                           National  Bancorp's press release dated September 16,
                           1998.

                           A Report on Form 8-K was filed on September 22, 1998.
                           Under  Item 5 of Form  8-K  the  intended  merger  of
                           United National  Bancorp and Raritan Bancorp Inc. was
                           reported.   Incorporated  by  reference  were  United
                           National  Bancorp's Press Release dated September 22,
                           1998 and the  Agreement  and Plan of Merger and Stock
                           Option Agreement, both dated September 22, 1998.

                           A Report on Form 8-K was filed on September 28, 1998.
                           Under Item 5 of Form 8-K,  United  National  Bancorp,
                           United  National Bank,  Raritan  Bancorp Inc. and The
                           Raritan  Savings  Bank  amended  and  restated  their
                           Merger  Agreement  dated as of  September  22,  1998.
                           Incorporated   by  reference   was  the  Amended  and
                           Restated Merger Agreement dated September 22, 1998 by
                           and between United National

                                       19

<PAGE>

                           Bancorp, United National Bank,  Raritan  Bancorp Inc.
                           and The Raritan  Savings Bank.

                           A Report on Form 8-K was filed on  October  1,  1998.
                           Under  Item  5 of  Form  8-K  the  merger  of  United
                           National  Bancorp and State Bank of South  Orange was
                           reported.   Incorporated   by  reference  was  United
                           National  Bancorp's Press Release dated September 30,
                           1998 and the Agreement  and Plan of Merger,  dated as
                           of June 25,  1998,  among  United  National  Bancorp,
                           United  National Bank and State Bank of South Orange.
                           (Incorporated by reference to the Company's Report on
                           Form 8-K  filed  with  the  Securities  and  Exchange
                           Commission on June 29, 1998).



                                       20
<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.




                                                        UNITED NATIONAL BANCORP
                                                              (Registrant)








Dated: November 16, 1998                             By:   /s/Thomas C. Gregor
                                                           -------------------
                                                     Thomas C. Gregor, Chairman
                                                         President and CEO






Dated: November 16, 1998                             By:  /s/Donald W.  Malwitz
                                                          ---------------------
                                                          Donald W. Malwitz
                                                    Vice President & Treasurer
                                                   (Principal Financial Officer)




<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
This Schedule  Contains Summary  Financial  Information  Extracted From SEC Form
10-Q and is Qualified in its Entirety by Reference to Such Financial Statements.
</LEGEND>


<MULTIPLIER>                                      1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-mos
<FISCAL-YEAR-END>                                  Dec-31-1998
<PERIOD-END>                                       Sep-30-1998
<CASH>                                                  44,697
<INT-BEARING-DEPOSITS>                                       0
<FED-FUNDS-SOLD>                                        55,725
<TRADING-ASSETS>                                         1,043
<INVESTMENTS-HELD-FOR-SALE>                            591,170
<INVESTMENTS-CARRYING>                                  45,348
<INVESTMENTS-MARKET>                                    45,663
<LOANS>                                                709,067
<ALLOWANCE>                                              7,359
<TOTAL-ASSETS>                                       1,516,710
<DEPOSITS>                                           1,124,530
<SHORT-TERM>                                           104,329
<LIABILITIES-OTHER>                                     21,771
<LONG-TERM>                                            119,682
                                        0
                                                  0
<COMMON>                                                13,989
<OTHER-SE>                                             112,409
<TOTAL-LIABILITIES-AND-EQUITY>                       1,516,710
<INTEREST-LOAN>                                         46,888
<INTEREST-INVEST>                                       29,084
<INTEREST-OTHER>                                           864
<INTEREST-TOTAL>                                        76,856
<INTEREST-DEPOSIT>                                      24,457
<INTEREST-EXPENSE>                                      33,989
<INTEREST-INCOME-NET>                                   42,867
<LOAN-LOSSES>                                            2,169
<SECURITIES-GAINS>                                       1,004
<EXPENSE-OTHER>                                         41,414
<INCOME-PRETAX>                                         14,784
<INCOME-PRE-EXTRAORDINARY>                              14,784
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                            10,445
<EPS-PRIMARY>                                             0.94
<EPS-DILUTED>                                             0.93
<YIELD-ACTUAL>                                            4.52
<LOANS-NON>                                              5,017
<LOANS-PAST>                                             1,663
<LOANS-TROUBLED>                                            44
<LOANS-PROBLEM>                                              0
<ALLOWANCE-OPEN>                                         8,434
<CHARGE-OFFS>                                            3,977
<RECOVERIES>                                               733
<ALLOWANCE-CLOSE>                                        7,359
<ALLOWANCE-DOMESTIC>                                     7,359
<ALLOWANCE-FOREIGN>                                          0
<ALLOWANCE-UNALLOCATED>                                      0
        


</TABLE>


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