FEDERAL TRUST CORP
8-K, 1998-05-04
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (date of earliest event reported): April 28, 1998



                            FEDERAL TRUST CORPORATION
                                [GRAPHIC OMITTED]

             (Exact name of registrant as specified in its charter)



                                [GRAPHIC OMITTED]

           Florida                     33-27139                 59-2935028
- ----------------------------     ----------------------      ----------------
(State or other jurisdiction     Commission File Number      (I.R.S. Employer
      of incorporation)                                     Identification No.)




                               1211 Orange Avenue
              -----------------------------------------------------
                           Winter Park, Florida 32789
                    (Address of principal executive offices)
                  Registrant's telephone number: (407) 645-1201




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<PAGE>


Item 5.  OTHER EVENTS

On April 28, 1998, the Company announced its results of operations for the first
quarter as follows:

Contacts:     James V. Suskiewich, President and CEO (407) 645-1201

              Aubrey H. Wright, SVP and CFO (407) 645-1201

For Immediate Release: April 28, 1998

            FEDERAL TRUST CORPORATION ANNOUNCES FIRST QUARTER RESULTS

(Winter Park, FL) Federal Trust Corporation ("Company"),  the holding company of
Federal Trust Bank ("Bank"),  reported  earnings for the quarter ended March 31,
1998  of  $91,563  or  $.02  per  share,   based  on  2,256,505  average  shares
outstanding,  down from $100,889 or $.04 per share,  based on 4,941,547  average
shares outstanding, from a year ago.

The Company's assets grew from $142,583,532 at December 31, 1997 to $147,815,327
at March 31, 1998,  an increase of  $5,231,795,  with the majority of the growth
occurring in the last half of March.

On March  18,  1998 the  Company  received  notice  from the  Office  of  Thrift
Supervision ("OTS"), its primary regulator,  that on March 13, 1998 the Bank had
been  released from the growth  restriction  it had been placed under in 1994 by
the OTS.  Management  of the  Company  anticipates  that the Bank will grow at a
prudent rate through the remainder of 1998 and is currently evaluating potential
branch  sites for the Bank's  expansion.  At March 31,  1998,  the  Company  had
4,941,547 shares of common stock outstanding.

The Company is a unitary  savings and loan holding company based in Winter Park,
Florida.  The Company's common stock is currently traded on the Over the Counter
Bulletin  Board  under the symbol  "FDTR".  At March 31,  1998,  the Company had
consolidated  assets of  $147,815,327  (unaudited) and  stockholders'  equity of
$12,690,741 (unaudited).

FEDERAL TRUST CORPORATION
(Registrant)


By:   /s/ Aubrey H. Wright, Jr.
      -------------------------
          Aubrey H. Wright, Jr.
          Chief Financial Officer and duly authorized
          Officer of the Registrant



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