FEDERAL TRUST CORP
8-K, 1998-02-04
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): February 4, 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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Item 5.  OTHER EVENTS

On February 4, 1998,  the Company  announced  its results of  operations  or the
fourth quarter and the year ended December 31, 1997 as follows:

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

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

For Immediate Release: February 4, 1998

           FEDERAL TRUST CORPORATION ANNOUNCES FOURTH QUARTER RESULTS
                              AND YEAR END EARNINGS

(Winter Park, FL) Federal Trust Corporation ("Company"),  the holding company of
Federal Trust Bank ("Bank"), reported earnings for the fourth quarter of 1997 of
$140,978 or $.05 per share up from $129,576 or $.06 per share from a year ago.

For the year ended December 31, 1997,  the Company  earned  $357,433 or $.15 per
share (based on average shares outstanding of 2,455,125) compared with a loss of
$976,503  or $.43 per share for 1996  (based on average  shares  outstanding  of
2,256,505).  The improvement in earnings for 1997 were primarily attributable to
the reduction in problem assets and the reduction of non-interest  expenses.  In
addition,  the Bank was not  subject  to the  $716,408  one-time  assessment  to
recapitalize the SAIF Insurance Fund incurred in 1996.

The Company's assets grew from $139,582,057 at December 31, 1996 to $142,540,289
at December 31, 1997, an increase of $2,958,232.

On December 4, 1997, the Company closed its Rights and Community  Offering.  The
Company sold 2,701,619  shares of common stock at a price of $2.00 per share. Of
the $5,403,238 that was raised, the Company  contributed  $3,700,000 to the Bank
to  support  future  growth  and to  increase  the  Bank's  capital  ratio,  for
regulatory  purposes.  The  Bank is now  considered  to be a "Well  Capitalized"
financial  institution under the regulation of the Office of Thrift Supervision.
At  December  31,  1997,  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 December 31, 1997, the Company had
consolidated assets of $142,540,289 and stockholders' equity of $12,569,778.

FEDERAL TRUST CORPORATION
(Registrant)


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


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