FEDERAL TRUST CORP
8-K, 1998-10-30
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): October 30, 1998



                            FEDERAL TRUST CORPORATION
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------



      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


<PAGE>


Item 5.  OTHER EVENTS

On October 30, 1998,  the Company  announced its results of  operations  for the
third quarter and the nine months ended September 30, 1998 as follows:

Contacts:           James V. Suskiewich, President and CEO (407) 645-1201
                    Aubrey H. Wright, SVP and CFO (407) 645-1201

For Immediate Release: October 30, 1998


            FEDERAL TRUST CORPORATION ANNOUNCES THIRD QUARTER RESULTS

(Winter Park, FL) Federal Trust Corporation ("Company"),  the holding company of
Federal Trust Bank ("Bank"),  reported  earnings for the quarter ended September
30,  1998 of  $161,503  or $.03 per share,  based on  4,941,547  average  shares
outstanding,  up from  $90,415 or $.04 per  share,  based on  2,256,505  average
shares outstanding,  a year ago. Year to date earnings were $364,778 or $.07 per
share, based on 4,941,547 average shares  outstanding,  up from $216,454 or $.10
per share, based on 2,256,505 average shares outstanding, a year ago.

During the  quarter  ended  September  30, 1998 the  Company's  assets grew from
$151,933,674 to  $169,434,068,  an increase of $17,500,394.  For the nine months
ended  September  30,  1998 the  Company's  assets  have grown  $26,850,536,  an
increase of 19%.

Management of the Company  anticipates that the Bank will grow at a prudent rate
through the remainder of 1998.  On August 7, 1998 the Bank  received  regulatory
approval for a branch in Sanford,  Florida,  which is located  approximately  15
miles northeast of the Bank's main office in Winter Park,  Florida.  The Sanford
Branch opened on October 30, 1998.

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 NASDAQ SmallCap
Market System under the symbol  "FDTR".  At September 30, 1998,  the Company had
consolidated  assets of  $169,434,068  (unaudited) and  stockholders'  equity of
$13,026,586  (unaudited),  and the Company had 4,941,547  shares of common stock
outstanding.

When  used in this  document,  or in the  documents  incorporated  by  reference
herein,  the words  "anticipate",  "believe",  "estimate",  "may",  "intend" and
"expect" and similar expressions  identify  forward-looking  statements.  Actual
results,   performance  or  achievements  could  differ  materially  from  those
contemplated,  expressed or implied by the forward-looking  statements contained
herein. It should be recognized that the factors that could cause future results
to vary materially from current  expectations  include,  but are not limited to,
changes  in  interest  rates,   competition  by  other  financial  institutions,
legislation and regulatory changes,  and changes in the economy generally and in
business conditions in the market in which the Bank operates

FEDERAL TRUST CORPORATION
1211 Orange Avenue
Winter Park, Florida 32789


Date:  October 30, 1998

                              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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