FEDERAL TRUST CORP
8-K, 1998-07-29
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): July 29, 1998



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



                                    Florida

                          (State or other jurisdiction
                               of incorporation)

                                    33-27139
                             Commission File Number

                                   59-2935028
                                (I.R.S. Employer
                               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 July 28, 1998, the Company announced its results of operations for the second
quarter and the six months ended June 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: July 28, 1998

   FEDERAL TRUST CORPORATION ANNOUNCES SECOND QUARTER RESULTS

(Winter Park, FL) Federal Trust Corporation ("Company"),  the holding company of
Federal Trust Bank  ("Bank"),  reported  earnings for the quarter ended June 30,
1998  of  $111,712  or  $.02  per  share,  based  on  4,941,547  average  shares
outstanding,  up from  $25,150 or $.01 per  share,  based on  2,256,505  average
shares outstanding,  a year ago. Year to date earnings were $203,275 or $.04 per
share, based on 4,941,547 average shares  outstanding,  up from $126,039 or $.06
per share, based on 2,256,505 average shares outstanding, a year ago.

During  the  quarter  ended  June  30,  1998  the  Company's  assets  grew  from
$147,815,327  to  $151,933,674,  an increase of  $4,118,347.  For the six months
ended June 30, 1998 the Company's assets have grown $9,350,142.

On June 17, 1998 the Company  announced that its common stock was now listed and
traded  on  the  NASDAQ  SmallCap  Market  System.  Management  of  the  Company
anticipates  that the Bank will grow at a prudent rate through the  remainder of
1998, and is currently  awaiting  regulatory  approval for a proposed  branch in
Sanford,  Florida,  which is located  approximately  15 miles  northeast  of the
Bank's main office in Winter Park, Florida.

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 June 30,  1998,  the  Company  had
consolidated  assets of  $151,933,674  (unaudited) and  stockholders'  equity of
$12,838,249  (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

Pursuant to the  requirements  of the Securities Act of 1934, the registrant has
duly  caused the report to be signed on its behalf by the  undersigned  hereunto
duly authorized.

Date:  July 28, 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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