BRIDGE BANCORP INC
10-Q, 1998-11-13
NATIONAL COMMERCIAL BANKS
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<PAGE>

              U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                        ----------------------

                              FORM 10-QSX

(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: 000-18546
                       -------------------------

                         BRIDGE BANCORP, INC.
   (Exact name of small business issuer as specified in its charter)

                              NEW YORK
                  (State or other jurisdiction of
                   incorporation or organization)

                        2200 MONTAUK HIGHWAY
                       BRIDGEHAMPTON, NEW YORK
              (Address of principal executive offices)

                                11932
                              (Zip Code)

                              11-2934195
                 (IRS Employer Identification Number)

                            (516) 537-1000
                      (Issuer's telephone number)

                             NOT APPLICABLE
          (Former name, former address and former fiscal year,
                     if changed since last report.)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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.

                        Yes  [X]*  No [ ]
* As a small business issuer


<PAGE>

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date:  4,234,797 shares of common
stock as of November 10, 1998.



<PAGE>
                     BRIDGE BANCORP, INC.
                            INDEX


Part 1. FINANCIAL INFORMATION
- -----------------------------

Item 1.  Financial Statements

     Unaudited Consolidated Statements of Condition as of September 30, 1998 and
          December 31, 1997

     Unaudited  Consolidated  Statements of Income for the three months and nine
         months ended September 30, 1998 and 1997

     Unaudited  Consolidated  Statements  of  Stockholders'  Equity for the nine
          months Ended September 30, 1998

     Unaudited  Consolidated  Statements of Cash Flows for the nine months ended
          September 30, 1998 and 1997

     Notes to Unaudited Consolidated Financial Statements

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations


PART II. OTHER INFORMATION
- --------------------------

Item 6.  Exhibits and Reports on Form 8K

No reports on Form 8K have been filed  during the quarter  ended  September  30,
1998. The exhibits filed as part of this report are listed below.

Exhibit Index
- -------------

11.0   Statement re: Computation of Per Share Earnings

27.0   Financial Data Schedule

SIGNATURES
<PAGE>
<TABLE>
<CAPTION>
Part 1.  Financial Information
Item 1.  Financial Statements

                       BRIDGE BANCORP, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CONDITION
               (In thousands, except share and per share amounts)

                                                                September 30,   December 31,
                                                                    1998           1997
- --------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>
ASSETS
Cash and due from banks ..................................      $  13,137       $  12,740
Interest earning deposits with banks .....................            234              89
Federal funds sold .......................................          7,000            --
                                                                ---------       ---------
       Total cash and cash equivalents ...................         20,371          12,829

Investment in debt and equity securities, net:
   Securities available for sale, at fair value ..........         71,980          60,190
   Securities held to maturity (fair value of $5,049
   and $11,823 respectively) .............................          5,045          11,812
                                                                ---------       ---------
       Total investment in debt and equity securities, net         77,025          72,002

Loans ....................................................        160,222         138,636
Less:
  Allowance for possible loan losses .....................          1,687           1,393
                                                                ---------       ---------
       Loans, net ........................................        158,535         137,243

Banking premises and equipment, net ......................          8,725           8,728
Accrued interest receivable ..............................          1,711           1,460
Other assets .............................................          2,394             850
                                                                ---------       ---------
TOTAL ASSETS .............................................      $ 268,761       $ 233,112
                                                                =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits ..........................................      $  74,004       $  63,629
Savings, NOW, and money market deposits ..................         96,442          76,740
Certificates of deposit of $100,000 or more ..............         29,867          20,872
Other time deposits ......................................         43,657          42,456
                                                                ---------       ---------
        Total deposits ...................................        243,970         203,697

Overnight borrowings .....................................           --             6,500
Accrued interest on depositors' accounts .................          1,432           1,244
Deferred income taxes ....................................            340              94
Other liabilities and accrued expenses ...................            675           2,126
                                                                ---------       ---------
        Total Liabilities ................................        246,417         213,661
                                                                ---------       ---------
Stockholders' equity:
  Common stock, par value $5.00 per share:
   Authorized: 6,500,000 shares; issued and outstanding
 4,234,797 shares at 9/30/98 and 4,223,997 at 12/31/97 ...         21,659           7,202
  Surplus ................................................           --               607
  Undivided profits ......................................            192          11,509
 Less:  Treasury Stock at cost, 97,200 shares ............           (621)           (621)
                                                                ---------       ---------
                                                                   21,230          18,697
  Accumulated other comprehensive income, net of taxes ...          1,114             754
                                                                ---------       ---------
        Total Stockholders' Equity .......................         22,344          19,451
  Commitments and contingencies
                                                                ---------       ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...............      $ 268,761       $ 233,112
                                                                =========       =========

See accompanying notes to the unaudited consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                       BRIDGE BANCORP, INC. AND SUBSIDIARY
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
               (In thousands, except share and per share amounts)

                                                                   Three Months Ended September 30,  Nine Months Ended September 30,
                                                                           1998           1997                1998             1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>                 <C>             <C>
Interest income:
  Loans (including fee income) .....................................     $ 3,742         $ 3,029             $10,757         $ 8,949
  Mortgage-backed securities .......................................         559             529               1,443            1476
  Obligations of NY State & political subdivisions .................         250             265                 894             783
  U.S. Treasury and government agency securities ...................         230             343                 688             935
  Other securities .................................................          18              18                  58              52
  Federal funds sold ...............................................         232             168                 316             332
  Deposits with banks ..............................................           2               1                   4               4
                                                                          ------          ------              ------          ------
    Total interest income ..........................................       5,033           4,353              14,160          12,531

Interest expense:
  Savings, N.O.W. and money market deposits ........................         606             412               1,534            1212
  Certificates of deposit of $100,000 or more ......................         456             434               1,255            1203
  Other time deposits ..............................................         571             573               1,677            1657
  Other borrowed money .............................................        --              --                    64              55
                                                                          ------          ------              ------          ------
    Total interest expense .........................................       1,633           1,419               4,530           4,127
                                                                          ------          ------              ------          ------

Net interest income ................................................       3,400           2,934               9,630           8,404
Provision for possible loan losses .................................         160              60                 350             180
                                                                          ------          ------              ------          ------

Net interest income after provision for
  possible loan losses .............................................       3,240           2,874               9,280           8,224
                                                                          ------          ------              ------          ------

Other income:
  Mortgage banking activities ......................................         338             390               1,082             888
  Service charges on deposit accounts ..............................         208             218                 632             598
  Gain on sale of building .........................................        --              --                  --              1405
  Net securities gains .............................................        --                 4                --                 4
  Other operating income ...........................................         264             271                 602             580
                                                                          ------          ------              ------          ------
    Total other income .............................................         810             883               2,316           3,475
                                                                          ------          ------              ------          ------
Other expenses:
  Salaries and employee benefits ...................................     $ 1,164           1,181               3,671           3,407
  Net occupancy expense ............................................     $   184             195                 561             517
  Furniture and fixture expense ....................................     $   176             151                 513             418
  Other operating expenses .........................................         823             872               2,496           2,298
                                                                          ------          ------              ------          ------
    Total other expenses ...........................................       2,347           2,399               7,241           6,640
                                                                          ------          ------              ------          ------
Income before provision for income taxes ...........................       1,703           1,358               4,355           5,059
Provision for income taxes .........................................         620             498               1,507           1,832
                                                                          ------          ------              ------          ------
Net income .........................................................     $ 1,083         $   860             $ 2,848         $ 3,227
                                                                          ======          ======              ======          ======
Basic earnings per share ...........................................     $  0.26         $  0.20             $  0.67         $  0.76
                                                                          ======          ======              ======          ======
Diluted earnings per share .........................................     $  0.26         $  0.20             $  0.67         $  0.76
                                                                          ======          ======              ======          ======

See accompanying notes to the unaudited consolidated  financial statements.  All
per share amounts have been adjusted to reflect the effects of the stock split.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                       Bridge Bancorp, Inc. and Subsidiary
                                                            Unaudited Consolidated Statements of Stockholders' Equity
                                                                     (In thousands, except per share amounts)

                                                                                                               Accumulated
                                                                                                                  Other
                                             Common Stock                 Comprehensive  Undivided Treasury   Comprehensive
                                         Shares        Amount    Surplus     Income       profits   Stock         Income      Total
                                         -------------------------------------------------------------------------------------------
<S>                                      <C>          <C>         <C>      <C>          <C>         <C>        <C>           <C>    
                                         ==================================            =============================================
Balance at December 31, 1997 ..........  1,407,999    $ 7,202     $ 607    $      0     $ 11,509    ($ 621)    $    754     $19,451
Net income ............................       --         --        --         2,848        2,848      --           --         2,848
Exercise of stock options .............      3,600         17        91                                                         108
Effect of stock split (in the form of a
 stock dividend) ......................  2,823,198     14,440      (698)                 (13,742)                                 0
Cash dividends declared, $.10 per share                                                     (423)                              (423)
Net change in unrealized
 appreciation in securities
 available for sale, net of tax .......       --         --        --           360         --        --            360         360
                                                                           --------
Comprehensive Income ..................       --         --        --      $  3,208         --        --           --
                                         ----------------------------------========-------------------------------------------------

Balance at September 30, 1998 .........  4,234,797    $21,659     $   0                 $   192     ($ 621)    $  1,114     $22,344
                                         ==================================        =================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       BRIDGE BANCORP, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                                                 Nine months ended September 30,
                                                                      1998               1997
- ------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>     
Operating activities:
  Net Income ...................................................   $  2,848          $  3,227
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Provision for possible loan losses .......................        350               180
      Depreciation and amortization ............................        514               393
      Accretion of discounts ...................................        (56)              (49)
      Amortization of premiums .................................        103                92
      Gain on the sale of building .............................       --              (1,404)
      Net securities gains .....................................       --                  (4)
      Gain on sale of assets ...................................         (1)             --
      (Increase) in accrued interest receivable ................       (251)             (420)
      (Increase) in other assets ...............................     (1,544)             (304)
      Increase (Decrease) in accrued and other liabilities .....        357              (264)
                                                                   --------          --------
Net cash provided by operating activites .......................      2,320             1,447
                                                                   --------          --------

Investing activities:
  Purchases of securities available for sale ...................    (19,225)          (32,157)
  Purchases of securities held to maturity .....................     (3,420)           (9,667)
  Proceeds from sales of securities available for sale .........       --               3,560
  Proceeds from maturing securities available for sale .........      2,745             1,925
  Proceeds from maturing securities held to maturity ...........     10,187             4,375
  Proceeds from principal payments on mortgage-backed securities      5,250             2,948
  Proceeds from sale of building ...............................       --               1,554
  Net increase in loans ........................................    (21,642)          (10,983)
  Purchases of banking premises and equipment, net of deletions        (511)           (2,310)
                                                                   --------          --------
Net cash used by investing activities ..........................    (26,616)          (40,755)
                                                                   --------          --------

Financing activities:
  Net increase in deposits .....................................     40,273            37,501
  (Decrease) in other borrowings ...............................     (6,500)             --
  Net proceeds from issuance of restricted common stock
         issued pursuant to equity incentive plan ..............       --                   8
  Net proceeds from excercise of stock options
         issued pursuant to equity incentive plan ..............        108              --
  Cash dividends paid ..........................................     (2,043)           (1,032)
                                                                   --------          --------
Net cash provided by financing activities ......................     31,838            36,477
                                                                   --------          --------

Increase (Decrease) in cash and cash equivalents ...............      7,542            (2,831)
Cash and cash equivalents beginning of period ..................     12,829            13,565
                                                                   --------          --------
Cash and cash equivalents end of period ........................   $ 20,371          $ 10,734
                                                                   ========          ========

Supplemental information-Cash Flows:
  Cash paid for:
    Interest ...................................................   $  4,342          $  4,338
    Income taxes ...............................................   $  1,372          $  1,848
 Noncash investing and financing activities:
     None

See accompanying notes to the unaudited consolidated financial statements.
</TABLE>
<PAGE>



                              =====================


                       BRIDGE BANCORP, INC. AND SUBSIDIARY
                       NOTES TO THE UNAUDITED CONSOLIDATED
                              FINANCIAL STATEMENTS

1.  Basis of Financial Statement Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Bridge   Bancorp,   Inc.  (the  Registrant  or  Company)  and  its
wholly-owned  subsidiary,  The  Bridgehampton  National  Bank  (the  Bank).  The
unaudited  consolidated  financial statements included herein reflect all normal
recurring  adjustments which are, in the opinion of management,  necessary for a
fair presentation of the results for the interim periods presented. In preparing
the interim financial statements,  management has made estimates and assumptions
that affect the reported  amounts of assets and  liabilities and the revenue and
expense  for  the  reported   periods.   Actual  future   results  could  differ
significantly  from these  estimates.  The  results of  operations  for the nine
months ended September 30, 1998 are not necessarily indicative of the results of
operations that may be expected for the entire fiscal year. Certain  information
and note disclosures  normally included in the financial  statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to the rules and  regulations  of the  Securities and Exchange
Commission.  The unaudited  consolidated  financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's 1997 Annual Report on Form 10-KSB.

2. Earnings Per Share

Earnings per share is computed by dividing  net income by the  weighted  average
number  of  shares  of  common  stock  and  dilutive  common  stock  equivalents
outstanding.  For the three months ended  September  30, 1998 and 1997,  diluted
weighted average common stock and common stock equivalent shares outstanding for
the diluted earnings per share were 4,271,772 and 4,238,613,  respectively.  For
the three months ended  September 30, 1998 and 1997, the total weighted  average
number of shares of common stock  outstanding  for the basic  earnings per share
calculation  were  4,233,558 and  4,223,997,  respectively.  For the nine months
ended  September 30, 1998 and 1997,  diluted  weighted  average common stock and
common stock  equivalent  shares  outstanding for the diluted earnings per share
were 4,269,283 and 4,231,644,  respectively. For the nine months ended September
30, 1998 and 1997, the total  weighted  average number of shares of common stock
outstanding  for the basic  earnings per share  calculation  were  4,227,429 and
4,223,997 respectively.

3. Stock Split

On July 20, 1998, the Board of Directors declared a three-for-one stock split in
the form of a stock dividend  payable August 31, 1998 to  stockholders of record
as of August 19, 1998. The stock split increased  outstanding common shares from
1,411,599  to  4,234,797.   Stockholders'  equity  has  been  restated  to  give
retroactive  recognition  to the  stock  split  for  all  periods  presented  by
reclassifying from undivided profits and capital surplus to common stock the par
value of additional  shares  resulting  from the stock split.  In addition,  all
references in the Consolidated  Financial Statements and Notes thereto to number
of shares,  per share  amounts,  and market prices of the common stock have been
restated giving retroactive recognition to the stock split.

4. Comprehensive Income

The  Company  adopted  Statement  of  Accounting  Standards  No. 130  "Reporting
Comprehensive  Income" in the first quarter of 1998. All  comparative  financial
statements  provided  for  earlier  periods  have been  reclassified  to reflect
application of the provisions of this Statement.

<PAGE>
Comprehensive  income includes net income and all other changes in equity during
a period except those resulting from investments by owners and  distributions to
owners. Other comprehensive income includes revenues, expenses, gains and losses
that  under   generally   accepted   accounting   principles   are  included  in
comprehensive income but excluded from net income.

Comprehensive income and accumulated other comprehensive income are reported net
of related income taxes.  Accumulated other comprehensive income for the Company
consists  solely of  unrealized  holding  gains or losses on available  for sale
securities.  Such gains or losses are net of  reclassification  adjustments  for
realized gains (losses) on sales of available for sale securities.

5. Investment in Debt and Equity Securities

A  summary  of the  amortized  cost  and  estimated  fair  value  of  investment
securities is as follows:

<TABLE>
<CAPTION>
                                                         09/30/98                  12/31/97
- ---------------------------------------------------------------------------------------------------
(In thousands)
                                                                Estimated                 Estimated
                                                    Amortized     Fair        Amortized     Fair
                                                      Cost        Value         Cost        Value
- ---------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>           <C>         <C>    
Available for sale:
  U.S. Treasury securities .......................   $14,074     $14,634       $14,084     $14,409
  Obligations of NY State & political subdivisions    20,804      21,469        18,636      19,063
  Mortgage-backed securities .....................    35,216      35,877        26,190      26,718
                                                     ---------------------------------------------
    Total available for sale .....................   $70,094     $71,980       $58,910     $60,190
                                                     ---------------------------------------------
Held to maturity:
  Oblig. of NY State & pol.subs ..................   $ 3,962     $ 3,965       $10,729     $10,740

Non marketable Equity securities:
  Federal Reserve Bank Stock .....................   $    36     $    36       $    36     $    36
  Federal Home Loan Bank Stock ...................     1,047       1,047         1,047       1,047
                                                     ---------------------------------------------
    Total held to maturity .......................   $ 5,045     $ 5,048       $11,812     $11,823
                                                     ---------------------------------------------
Total debt and equity securities .................   $75,139     $77,028       $70,722     $72,013
                                                     =============================================
</TABLE>

6. Loans

Loans are summarized as follows:

Types of Loans
<TABLE>
<CAPTION>
The following table shows the Registrant's loan distribution in each of the periods ended,

                                                    09/30/98                    12/31/97
                                                         Percent of                  Percent of
                                             Balance     Total Loans       Balance   Total Loans
- ------------------------------------------------------------------------------------------------
(in thousands)
<S>                                          <C>            <C>            <C>          <C>
Mortgage Loans:
    Single-family residential ............   $ 20,316       12.68%         $ 20,322     14.66%
    Multi-family residential .............        254        0.16%               76      0.05%
    Commercial real estate ...............     65,539       40.91%           57,853     41.73%
    Construction and Land ................     32,300       20.16%           22,166     15.99%
    Home Equity ..........................     17,112       10.68%           13,940     10.06%
                                             ---------------------------------------------------
Total mortage loans ......................   $135,521       84.58%         $114,357     82.49%
Other loans:
Unsecured business and personal loans.....     21,125       13.18%           17,638     12.72%
Secured business and personal loans ......      3,016        1.88%              725      0.52%
Installment/consumer loans ...............        560        0.35%            5,916      4.27%
                                             ---------------------------------------------------
Total loans ..............................   $160,222      100%            $138,636    100%
                                             ===================================================
</TABLE>
<PAGE>
7. Allowance for Possible Loan Loss

Management uses criteria set forth by the OCC in its  classification  and review
of the loan portfolio  which includes a general  allocation  reserve with a high
and low range for each loan type.  The ranges are reviewed on a quarterly  basis
to determine if any adjustments are necessary. The information reviewed includes
past due trends,  economic conditions and concentrations of credit. Based on the
loan  classification  committee's review of the classified loans and the general
allocation  reserve  as it  relates to the  entire  loan  portfolio,  management
believes the  allowance for possible  loan losses is adequate.  However,  future
additions to the allowance may be necessary based on changes in conditions.

Changes in the allowance for possible loan losses are summarized as follows:

SUMMARY OF LOAN LOSS EXPERIENCE
- -------------------------------
<TABLE>
<CAPTION>
Period ended,                                   09/30/98    12/31/97    09/30/97
- --------------------------------------------------------------------------------
(In thousands)
<S>                                              <C>         <C>         <C>
Allowance for possible loan losses
  balance at beginning of period ...........     $1,393      $1,238      $1,238

Charge-offs:
Real estate loans ..........................       --          --          --
Unsecured business & personal loans ........          9          87          17
Secured business & personal loans ..........       --          --          --
Installment/consumer loans .................        111         229         138
                                                 -------------------------------
   Total ...................................        120         316         155

Recoveries:
Real estate loans ..........................       --          --          --
Unsecured business & personal loans ........         19           6        --
Secured business & personal loans ..........       --          --          --
Installment/consumer loans .................         45          55          50
                                                 -------------------------------
   Total ...................................         64          61          50
                                                 -------------------------------
Net charge-offs ............................         56         255         105
Provision for possible loan losses .........        350         410         180
                                                 -------------------------------
Balance at end of period ...................     $1,687      $1,393      $1,313
                                                 ===============================
Ratio of net charge-offs during period
  to average loans outstanding .............       0.04%       0.20%       0.09%
                                                 ===============================
</TABLE>

8. Asset Quality
The following table summarizes non-performing loans:

NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS
- -------------------------------------------
<TABLE>
<CAPTION>
                                                        09/30/98        12/31/97
- --------------------------------------------------------------------------------
(In thousands)
<S>                                                    <C>             <C>
Loans 90 days or more past due and still accruing:
  Other ........................................       $    8          $    1
Nonaccrual loans:
Mortgage loans:
    Single-family residential ..................           53             134
    Commercial real estate .....................         --               674
    Construction and Land ......................          595            --
    Other ......................................          404             167
                                                       ----------------------
Total nonaccrual loans .........................         1052             975
Restructured loans .............................         --              --
Other real estate owned, net ...................         --              --
                                                       ======================
Total ..........................................       $1,060          $  976
                                                       ======================
</TABLE>
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Bridge  Bancorp,  Inc.  (the  Company),  a New York  corporation,  is a one-bank
holding company formed effective March 31, 1989, and on a parent only basis, has
minimal results of operations. In the event the Company subsequently expands its
current  operations,  it will be dependent  on  dividends  from its wholly owned
subsidiary,  The  Bridgehampton  National  Bank (the  Bank),  its own  earnings,
additional  capital raised and borrowings as sources of funds.  The  information
below reflects  principally the financial condition and results of operations of
the Bank. The Bank's  results of operations  are primarily  dependent on its net
interest income, which is mainly the difference between interest income on loans
and investments and interest  expense on deposits.  Interest income on loans and
investments is a function of the average  balances  outstanding  and the average
rates  earned  during a period.  Interest  expense is a function  of the average
amount of interest-bearing  deposits and the average rates paid on such deposits
during a period.  The Bank also  generates  other income,  such as fee income on
deposit accounts and income from mortgage banking operations and merchant credit
card processing programs. The Bank's net income is further affected by the level
of its other  expenses,  such as employees'  salaries and benefits and occupancy
costs.  This  discussion  and analysis  should be read in  conjunction  with the
audited  consolidated  financial  statements  and notes thereto  included in the
Company's 1997 Annual Report on Form 10-KSB.

Financial Condition
- -------------------

The assets of the  Registrant  totaled  $268,761,000  at September  30, 1998, an
increase of $35,649,000 or 15.3% from the year end. This increase mainly results
from the increase in net loans of  $21,292,000  or 15.5% and an increase in cash
and  cash   equivalents   of  $7,542,000  or  58.8%.   Other  assets   increased
approximately   $1,544,000  or  181.7%   primarily  as  a  result  of  increased
receivables relative to the clearing of merchant processing deposits. The source
of funds for the  increase  in assets was  derived  from  increased  deposits of
$40,273,000  or 19.8%,  offset by a decrease in other  borrowings of $6,500,000.
Demand deposits increased $10,375,000 or 16.3%, and all other deposits increased
$29,898,000 or 21.3% over December 31, 1997. This increase is mainly  attributed
to efforts to increase  market share and the  introduction of a new money market
product  targeted  to  high  balance  accounts.   Other  liabilities   decreased
approximately  $1,451,000  or 68.3%  primarily  as a result of a decrease in the
reserve for dividends payable at September 30, 1998.

Total stockholders' equity was $22,344,000 at September 30, 1998, an increase of
14.9% over December 31, 1997.  The increase of $2,893,000  was the result of net
income for the nine month period ended  September 30, 1998, of $2,848,000;  plus
the  proceeds of $108,000  from the  exercise of stock  options  pursuant to the
equity  incentive plan; less cash dividends  declared of $423,000;  and plus the
net increase in unrealized appreciation in securities available for sale, net of
tax,  of  $360,000.  The  net  increase  in  securities  available  for  sale is
attributable to appreciation due to changes in market conditions.

<PAGE>
Analysis of Net Interest Income
- -------------------------------

Net  interest  income,  the primary  contributor  to  earnings,  represents  the
difference  between  income on interest  earning assets and expenses on interest
bearing liabilities.

The  following  table sets forth certain  information  relating to the Company's
average consolidated  statements of financial condition and reflects the average
yields on assets and average costs of  liabilities  for the three month and nine
month periods ended September 30, 1998 and 1997, respectively.  Average balances
are derived from daily average balances.  Interest on nonaccruing loans has been
included only to the extent reflected in the consolidated  statements of income.
However, the loan balances are included in the average amounts outstanding.

<TABLE>
<CAPTION>
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY: INTEREST RATES AND INTEREST DIFFERENTIAL


Nine months ended September 30,                       1998                                1997
- ------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
                                                                Average                              Average
                                         Average                 Yield/      Average                  Yield/
                                         Balance    Interest      Cost       Balance     Interest      Cost
- ------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>            <C>       <C>         <C>           <C>
Interest earning assets:
  Loans (including fee income) <F1> .   $153,764    $ 10,757       9.4%      $122,855    $  8,949      9.7%
  Deposits with banks ...............        114           4       4.7%            77           4      6.9%
  Federal funds sold ................      7,713         316       5.5%         8,048         332      5.5%
  Taxable investment securities .....     14,079         688       6.5%        19,041         935      6.6%
  Tax exempt investment securities ..     26,289         894       4.5%        21,932         783      4.8%
  Other securities ..................      1,083          58       7.2%         1,083          52      6.4%
  Mortgage backed securities ........     28,024       1,443       6.9%        27,952       1,476      7.1%
                                        --------------------------------------------------------------------
Total interest earning assets .......   $231,066    $ 14,160       8.2%      $200,988    $ 12,531      8.3%

Interest bearing liabilities:
  Savings, N.O.W. and
    money market deposits ...........   $ 87,842    $  1,534       2.3%      $ 70,330    $  1,212      2.3%
  Certificates of deposit of $100,000
     or more ........................     31,076       1,255       5.4%        29,731       1,203      5.4%
  Other time deposits ...............     43,236       1,677       5.2%        43,047       1,657      5.1%
  Other borrowings ..................      1,575          64       5.4%         1,287          55      5.7%
                                        --------------------------------------------------------------------
Total interest bearing liabilities ..   $163,729    $  4,530       3.7%      $144,395    $  4,127      3.8%
                                        --------------------------------------------------------------------
Net interest income/interest
  rate spread .......................               $  9,630       4.5%                  $  8,404      4.5%
                                                    --------       ----                  --------      ----
Net earning assets/net yield on
  average interest earning assets ...   $ 67,337                   5.6%      $ 56,593                  5.6%
                                        --------                   ----      --------                  ----
Ratio of interest earning assets to
  interest bearing liabilities ......                            141.1%                              139.2%
                                                                 ------                              ------
<FN>
<F1>
Interest on nonaccruing  loans has been included only to the extent reflected in
the consolidated  statements of income.  However, the loan balances are included
in average amounts outstanding.
<F2>
For  purposes  of this table the average  balances  for  investment  in debt and
equity  securities  exclude  unrealized  appreciation\depreciation  due  to  the
application of SFAS No. 115.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Three months ended September 30,                       1998                                1997
- ------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
                                                                Average                              Average
                                         Average                 Yield/      Average                  Yield/
                                         Balance    Interest      Cost       Balance     Interest      Cost
- ------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>            <C>       <C>         <C>             <C>
Interest earning assets:
  Loans (including fee income) <F1> .   $160,822    $  3,742       9.2%      $125,066    $  3,029      9.6%
  Deposits with banks ...............        149           2       5.3%            77           1      5.2%
  Federal funds sold ................     12,851         232       7.2%        11,739         168      5.7%
  Taxable investment securities .....     14,076         230       6.5%        20,964         343      6.5%
  Tax exempt investment securities ..     21,914         250       4.5%        22,924         265      4.6%
  Other securities ..................      1,083          18       6.6%         1,083          18      6.6%
  Mortgage backed securities ........     33,272         559       6.7%        30,249         529      6.9%
                                        --------------------------------------------------------------------
Total interest earning assets .......   $244,167    $  5,033       8.2%      $212,102    $  4,353      8.1%

Interest bearing liabilities:
  Savings, N.O.W. and
    money market deposits ...........   $ 95,804    $    606       2.5%      $ 72,353    $    412      2.3%
  Certificates of deposit of $100,000
     or more ........................     33,586         456       5.4%        31,510         434      5.5%
  Other time deposits ...............     43,833         571       5.2%        44,038         573      5.2%
                                        --------------------------------------------------------------------
Total interest bearing liabilities ..   $173,223    $  1,633       3.7%      $147,901    $  1,419      3.8%
                                        --------------------------------------------------------------------
Net interest income/interest
  rate spread .......................               $  3,400       4.5%                  $  2,934      4.3%
                                                    --------       ----                  --------     -----

Net earning assets/net yield on
  average interest earning assets ...   $ 70,944                   5.5%      $ 64,201                  5.5%
                                         --------                  ----      --------                 ----

Ratio of interest earning assets to
  interest bearing liabilities ......                            141.0%                              143.4%
                                                                 ------                              ------
<FN>
<F1>
Interest on nonaccruing  loans has been included only to the extent reflected in
the consolidated  statements of income.  However, the loan balances are included
in average amounts outstanding.
<F2>
For  purposes  of this table the average  balances  for  investment  in debt and
equity  securities  exclude  unrealized  appreciation\depreciation  due  to  the
application of SFAS No. 115.
</FN>
</TABLE>

<PAGE>
Rate/Volume Analysis
- --------------------

The following table sets forth a summary  analysis of the relative impact on net
interest income of changes in the average volume of interest  earning assets and
interest  bearing  liabilities  and changes in average  rates on such assets and
liabilities.  Information  is provided in each  category with respect to changes
attributable to changes in volume (changes in volume  multiplied by prior rate),
changes  attributable to changes in rates (changes in rates  multiplied by prior
volume) and the net changes.  Due to the numerous  simultaneous  volume and rate
changes  during the period  analyzed,  it is not possible to precisely  allocate
changes between volume and rates. For presentation  purposes,  changes which are
not solely due to volume  changes or rate changes  have been  allocated to these
categories  based on the  respective  percentage  changes in average  volume and
average rates as they compare to each other. In addition, average earning assets
include nonaccrual loans.


VOLUME AND YIELD/RATE VARIANCES
- -------------------------------
<TABLE>
<CAPTION>
For the Periods Ended September 30,                     Three months ended                    Nine months ended
                                                          1998 Over 1997                       1998 Over 1997

(In thousands)                                    Changes Due To                       Changes Due To
- --------------------------------------------------------------------------------------------------------------------
                                                 Volume      Rate    Net Change       Volume       Rate   Net Change
                                               ---------------------------------------------------------------------
<S>                                            <C>        <C>        <C>             <C>        <C>        <C>
INTEREST INCOME ON INTEREST EARNING ASSETS:
Federal funds sold .........................   $    17    $    47    $    64         ($   14)   ($    2)   ($   16)
Deposits with banks ........................   $     4         (3)         1         $     2         (2)         0
Taxable investment securities ..............      (112)        (1)      (113)           (243)        (4)      (247)
Tax exempt investment securities ...........       (11)        (4)       (15)            110          1        111
Other securities ...........................      --         --         --                 0          6          6
Mortgage-backed securities .................       140       (110)        30               6        (39)       (33)
Loans (including loan fee income) ..........     1,457       (744)       713           2,381       (573)     1,808
                                               --------------------------------------------------------------------
   Total interest earning assets ...........     1,494       (814)       680           2,243       (614)     1,629
                                               --------------------------------------------------------------------

INTEREST EXPENSE ON INTEREST BEARING LIABILITIES:
Savings, NOW and money market deposits .....       145         49        194             305         17        322
Certificates of deposits of $100,000 or more        59        (37)        22              56         (4)        52
Other time deposits ........................        (6)         4         (2)              7         13         20
Federal funds purchased ....................      --         --         --              --         --         --
Other borrowings ...........................      --         --         --                14         (5)         9
                                               --------------------------------------------------------------------
   Total interest bearing liabilities ......       198         16        214             382         21        403
                                               --------------------------------------------------------------------
Net interest income ........................     1,296       (830)       466           1,861       (635)     1,226
                                               --------------------------------------------------------------------
</TABLE>

<PAGE>
Capital
- -------

The Bank is subject to various regulatory capital  requirements  administered by
the federal banking agencies.  Failure to meet minimum capital  requirements can
initiate  certain  mandatory and possibly  additional  discretionary  actions by
regulators  that,  if  undertaken,  could have a direct  material  effect on the
Bank's  financial   statements.   Under  capital  adequacy  guidelines  and  the
regulatory  framework for prompt corrective  action, the Bank must meet specific
capital  guidelines  that involve  quantitative  measures of the Bank's  assets,
liabilities,  and certain  off-balance  sheet items  calculated under regulatory
accounting  practices.  The Bank's capital amounts and  classification  are also
subject to  qualitative  judgments  by the  regulators  about  components,  risk
weightings, and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Bank to maintain  minimum amounts and ratios (set forth in the table
below) of total and Tier 1  capital  (as  defined  in the  regulations)  to risk
weighted  assets (as  defined),  and of Tier 1 capital  (as  defined) to average
assets (as defined).  The Bank meets all capital  adequacy  requirements.  as of
September 30, 1998, to which it is subject.

The Bank's  actual  capital  amounts and ratios are  presented in the  following
table:

<TABLE>
<CAPTION>
As of September 30,                                                        1998
- ---------------------------------------------------------------------------------------------------------------
(In thousands)                                                                                   To Be Well
                                                                        For Capital           Capitalized Under
                                                                         Adequacy             Prompt Corrective
                                                     Actual              Purposes             Action Provisions
- ---------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>          <C>       <C>           <C>       <C>
                                                Amount     Ratio        Amount   Ratio          Amount   Ratio
                                                ---------------------------------------------------------------
Total Capital (to risk weighted assets).....    22,917     12.2%        15,066   >8.0%          18,832   >10.0%
Tier 1 Capital (to risk weighted assets).....   21,230     11.3%         7,533   >4.0           11,299    >6.0
Tier 1 Capital (to average assets) ..........   21,230      8.3%        10,204   >4.0           12,755    >5.0


As of December 31,                                                         1997
- ---------------------------------------------------------------------------------------------------------------
(In thousands)                                                                                   To Be Well
                                                                        For Capital           Capitalized Under
                                                                         Adequacy             Prompt Corrective
                                                     Actual              Purposes             Action Provisions
- ---------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>          <C>       <C>           <C>       <C>
                                                Amount     Ratio        Amount   Ratio          Amount   Ratio
                                                ---------------------------------------------------------------
Total Capital (to risk weighted assets).....    20,090     12.3%        13,104   >8.0%          16,381   >10.0%
Tier 1 Capital (to risk weighted assets).....   18,697     11.4%         6,552   >4.0            9,828    >6.0
Tier 1 Capital (to average assets) ..........   18,697      8.3%         9,037   >4.0           11,296    >5.0
</TABLE>


Recent Accounting Developments
- ------------------------------

In June 1998, The Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 133  "Accounting  for Derivative
Instruments and Hedging Activities".  This statement is effective for all fiscal
quarters  of all fiscal  years  beginning  after June 15,  1999.  The  statement
established  accounting and reporting  standards for derivative  instruments and
for hedging activities.  It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial  position and measure
those instruments at fair value.

In  management's  opinion SFAS No. 133, when  adopted,  will not have a material
effect on the Company's financial statements since at this time the Company owns
no derivative instruments affected by this statement.


<PAGE>
Comparison  of  Operating  Results for the Three  Months and Nine  Months  Ended
- --------------------------------------------------------------------------------
September 30, 1998 and 1997
- ---------------------------

During  the first  nine  months of 1998,  the  Registrant  earned  net income of
$2,848,000 or $.67 per share as compared  with  $3,227,000 or $.76 per share for
the same period in 1997. During the three month period ended September 30, 1998,
the  Registrant  earned net income of  $1,083,000 or $ .26 per share as compared
with $860,000 or $.20 per share for the same period in 1997.  Highlights for the
three months ended September 30, 1998 include:  (i) a $466,000 or 15.9% increase
in net interest income;  (ii) a $73,000 or 8.27% decrease in total other income;
and (iii) a $52,000  or 2.2%  decrease  in total  other  expenses  over the same
period in 1997. Highlights for the nine months ended September 30, 1998 include:
(i) a $1,226,000 or 14.6% increase in net interest income;  (ii) a $1,159,000 or
33.4%  decrease in total other income;  and (iii) a $601,000 or 9.1% increase in
total other expenses over the same period in 1997.

Net income  for the first nine  months of 1998  reflects  annualized  returns of
19.10% on average total  stockholders'  equity and 1.49% on average total assets
as compared to the  corresponding  figures for the  preceding  calendar  year of
18.52% on average total  stockholders'  equity and 1.49% on average total assets
excluding the gain on the sale of the  building.  Including the gain on the sale
of the  building,  return on  average  equity  was  23.08% and return on average
assets  was  1.86%  for the  preceding  calendar  year.  For  purposes  of these
calculations,  average  stockholders'  equity excludes the effects of changes in
the unrealized appreciation (depreciation) on securities available for sale, net
of taxes.

Net  interest  income,  the primary  source of income,  increased by $466,000 or
15.9% for the  current  three month  period over the same period last year.  The
increase  primarily  resulted from an increase in average total interest earning
assets from  $212,102,000 in 1997 to $244,167,000  for the comparable  period in
1998, a 15.1% increase.  Average interest bearing liabilities increased 17.1% to
$173,223,000 in 1998 from  $147,901,000 for the same period last year. The yield
on average  interest earning assets for the current three month period increased
to 8.2% from 8.1% for the same  period last year.  The cost of average  interest
bearing liabilities  decreased to 3.7% from 3.8% during the same period in 1997.
The net yield on average earning assets of 5.5% for the three month period ended
September 30, 1998 was consistent with the same period in 1997.

Net interest income  increased by $1,226,000 or 14.6% for the current nine month
period over the same period last year. The increase  primarily  resulted from an
increase in average total interest  earning assets from  $200,988,000 in 1997 to
$231,066,000  for the  comparable  period  in 1998,  a 15.0%  increase.  Average
interest  bearing  liabilities  increased by 13.4% to  $163,729,000 in 1998 from
$144,395,000  for the same  period  last  year.  The yield on  average  interest
earning assets at September 30, 1998 decreased to 8.2% from 8.3% during the same
period in 1997. The cost of average  interest bearing  liabilities  decreased to
3.7% from 3.8% during the same period in 1997. The net yield on average  earning
assets of 5.6% for the period ended  September 30, 1998 was consistent  with the
same period in 1997.


<PAGE>
A $160,000  provision  for possible  loan losses was made during the three month
period ended  September 30, 1998,  compared to a $60,000  provision for the same
period in 1997.  The  provision  for  possible  loan losses made during the nine
month period ended  September 30, 1998 totaled  $350,000  compared to a $180,000
provision for the same period in 1997. A specific  reserve was established  this
quarter primarily as a result of one loan relationship  becoming  nonperforming.
Management is negotiating  with the borrower to minimize any losses and does not
expect such losses to materially effect the results of operations going forward.

The allowance for possible loan losses  increased to $1,687,000 at September 30,
1998,  as compared to $1,393,000 at December 31, 1997. As a percentage of loans,
the  allowance  was 1.05% at September  30, 1998 and 1.00% at December 31, 1997.
The allowance as a percentage of  nonperforming  loans (including loans past due
90 days or more and still accruing) was 159.2% at September 30, 1998 compared to
142.6% at December 31, 1997. The allowance reflects  management's  evaluation of
classified  loans,  charge-off  trends,   concentrations  of  credit  and  other
pertinent  factors.  It also reflects  input from the Bank's outside loan review
consultants.  While management uses available information in estimating possible
loan losses,  future additions to the allowance may be necessary based on future
changes in economic conditions.

Total other income  decreased  during the three month period ended September 30,
1998 by  $73,000  or 8.3% over the same  period  last  year.  For the nine month
period ended September 30, 1998 total other income decreased $1,159,000 or 33.6%
over the same period last year.  For the nine month period ended  September  30,
1998 total other income increased  $246,000 or 11.9% before the gain on the sale
of the building  over the same period last year.  Income from  mortgage  banking
activities for the three month period ended September 30, 1998 totaled $338,000,
a  decrease  of $52,000 or 13.3% over the same  period  last year.  Income  from
mortgage  banking  activities for the nine month period ended September 30, 1998
totaled  $1,082,000,  an increase of $194,000 or 21.9% over the same period last
year. During the third quarter the Bank reorganized  mortgage banking operations
and reduced the number of loan originators resulting in decreased revenues.  The
Bank expects to continue to penetrate the mortgage  market,  taking advantage of
the low interest rate environment  fueling the refinance and  construction  loan
market.

Other  operating  income for the three month  period  ended  September  30, 1998
totaled  $264,000,  a decrease of $7,000 or 2.6% over the same period last year.
Other  operating  income for the nine month  period  ended  September  30,  1998
totaled $602,000, an increase of $22,000 or 3.4% over the same period last year.
This  changes  primarily  result  from a decrease in  merchant  processing  fees
resulting  from  increased  interchange  costs that took  effect in Spring  1998
partially  offset by increased fee income  including new  surcharges  imposed on
non-bank customers at automatic teller machines.

Total other expenses decreased during the three month period ended September 30,
1998 by  $52,000  or 2.2% over the same  period  last  year.  For the nine month
period ended September 30, 1998 total other expenses  increased $601,000 or 9.1%
over the same period last year.  Salary and benefit expense decreased $17,000 or
1.4% for the three month period ended September 30, 1998 over the same period in
the prior year.  For the nine month period ended  September  30, 1998 salary and
benefit expense  increased  $264,000 or 7.8%.  Recent  decreases in salaries and
benefits  expense are  primarily  attributed  to  reduction of staff in mortgage
banking  operations.  The nine  month  increase  in  expense  is  attributed  to
increased  staffing,  primarily at the new Southampton  Village branch opened in
the fall of 1997, and salary increases.  Furniture and fixture expense increased
approximately  $25,000 or 16.6% for the three month period ended  September  30,
1998 over the same period last year.  For the nine month period ended  September
30, 1998, furniture


<PAGE>
and fixture expense increased  approximately  $95,000 or 22.7%.  These increases
primarily  result from  increased  depreciation  expenses  relative to equipment
upgrades in  preparation  for year 2000  readiness.  For the three month  period
ended September 30, 1998 other operating expenses decreased $49,000 or 5.6% over
the prior year.  Decreased loan processing costs in mortgage banking  operations
and the return of the servicing of certain  consumer  loans in house,  offset by
increased  personnel  education costs from the development of training programs,
account for this change. Other operating expenses increased $198,000 or 8.6% for
the nine month period as compared to last year.  This change  primarily  results
from  increased  personnel  education  costs from the  development  of  training
programs;  increased  telephone  costs  relative to improved data  communication
lines  between  the  Bank  headquarters  and  the  remote  branches;   increased
outsourcing  data and item  processing  expenses;  and increased loan processing
expense resulting from growth in loan volume.

The  provision  for income taxes  increased  during the three month period ended
September  30, 1998 by $122,000 or 24.5% over the same period last year.  During
the nine month period ended  September  30, 1998 the  provision for income taxes
decreased  $325,000 or 17.7% over the same period last year. After deducting the
taxes  applicable  to the gain on the sale of the main office  building from the
prior year's provision,  the provision increased $250,000 or 19.9% over the same
nine month  period  last year.  This  increase  is  attributed  to the growth in
operating  income.  The  effective  tax  rate for the nine  month  period  ended
September  30, 1998 was 34.6% as compared to the prior year rate of 35.7%.  This
reduction  reflects increased benefits of tax exempt income in the current year.
The prior year tax rate also reflected the taxes attributable to the gain on the
sale of the main office building.

Asset/Liability Management
- --------------------------

The Company's primary earnings source is net interest income,  which is affected
by changes in the level of interest rates, the  relationship  between rates, the
impact  of  interest  rate  fluctuations  on asset  prepayments,  the  level and
composition of deposits,  and the credit quality of the portfolio.  Management's
asset/liability objectives are to maintain a strong, stable net interest margin,
to utilize its capital  effectively  without  taking undue risks and to maintain
adequate liquidity.

The  Company's  Asset/  Liability  Committee,  comprised  of  members  of senior
management and the Board,  meets  periodically to evaluate the impact of changes
in market interest rates on assets and liabilities, net interest margin, capital
and liquidity.  Risk assessments are governed by policies and limits established
by senior  management  which are  reviewed  and  approved  by the full  Board of
Directors.

Liquidity
- ---------

The  objective  of  liquidity  management  is  to  ensure  the  availability  of
sufficient  resources to meet all financial  commitments.  Liquidity  management
addresses  the  ability  to  meet  deposit   withdrawals  either  on  demand  or
contractual  maturity,  to repay other borrowings as they mature and to make new
loans and investments as opportunities arise.

The  Company's  most  liquid  assets are cash and cash  equivalents,  securities
available for sale,  and  securities  held to maturity due within one year.  The
levels of these assets are dependent  upon the Company's  operating,  financing,
lending and  investing  activities  during any given  period.  Other  sources of
liquidity include loan and security principal  repayments and maturities,  lines
of credit with other  financial  institutions,  the sale of securities  from the
available for sale portfolio,  and growth in the core deposit base. At September
30,  1998,  the  Company  had  aggregate  lines of  credit  of  $3,000,000  with
correspondent banks to provide short term credit for liquidity requirements. The
Company also has the ability, as a member of the Federal Home Loan Bank ("FHLB")
system, to borrow approximately  $12,171,800.  At September 30, 1998 the Company
had no such borrowings outstanding.



<PAGE>
The Company's  liquidity positions are monitored daily to ensure the maintenance
of an optimum level and efficient use of available  funds.  Management  believes
the Company has sufficient liquidity to meet its operating requirements.

Year 2000
- ---------

The Bank is  working  diligently  to  assure a  smooth  transition  into the new
millennium.  To accomplish Year 2000  compliance,  the Company has implemented a
project  plan  as  established  by  the  banking  regulatory  authorities.   The
established  timetable  breaks the plan into seven phases;  the awareness phase,
inventory  phase,   assessment  phase,   renovation  phase,   validation  phase,
implementation phase, and post implementation  phase.  Completion of the plan is
targeted for the spring of 1999.

The Bank uses  software  purchased  from third party  vendors  products  for all
processing  applications;  therefore, no significant internal program renovation
by bank staff is necessary to prepare  these systems to handle  transactions  in
the year 2000. The majority of the Bank's  efforts in preparation  for year 2000
processing relate to replacing or upgrading  noncompliant  software and hardware
as well as testing purchased and outsourced processing systems.

The Bank has  established  formal  processes  for  identifying,  assessing,  and
managing the Year 2000 risks posed by internal  bank  activities,  vendors,  and
customers. By the end of the first quarter 1999, the Bank expects to complete an
initial  assessment  of the  risks  posed by its  customers.  The Bank has begun
evaluating  year 2000  readiness of  commercial  loan  applicants as part of the
underwriting  process,  and is calling upon  significant  existing  borrowers to
assess their  readiness for year 2000.  Seminars have been offered to the Bank's
commercial and municipal  customers,  and the Bank is scheduled to present these
seminars to  different  community  groups to educate the local  public about the
year 2000 matter and the Bank's preparedness to address the issue.

Testing of internal systems and testing with significant  third party vendors is
expected to be substantially  completed by December 31, 1998 and March 31, 1999,
respectively.  During the next fifteen  months the Bank will continue to monitor
its own  internal  activities  and the plans of its  vendors  and  customers  to
address  the  Year  2000  issue.  Any  identified  impact  on the  Bank  will be
evaluated.

The Bank utilizes Fiserv, Inc. one of the largest data processing  providers for
banks and savings  institutions  to perform its core  systems  data  processing.
Fiserv  runs  software  from  Information  Technology  Inc.  (ITI) to  perform a
significant portion of its data processing activities.  This application,  which
handles  processing  of  loans,  deposits,  general  ledger,  accounts  payable,
stockholder ledger, fixed assets, and other ancillary applications,  is believed
to be year 2000  compliant  by the vendor.  However,  the Bank has embarked on a
project to  thoroughly  test the system for year 2000  compliance.  If year 2000
processing  problems are uncovered during the testing phase, ITI is committed to
correct  those  problems.  The  Bank  is  also  in the  process  of  considering
contingency  plans with respect all critical  services and operations  performed
both internally and by external sources including  outside vendors.  The plan is
expected  to  be  a  coordinated   effort  with  the  objectives  of  minimizing
disruptions  of  service  to  the  institution  and  its  customers,  minimizing
financial losses, and ensuring a timely resumption of operations in the event of
a disaster.

The Bank is currently  upgrading equipment in its branch and back office systems
to better serve its customers and improve the efficiency of its operations.  The
timing of the upgrades was  accelerated as a result of the Year 2000 issue.  The
total cost of the  upgrades is expected  to be  approximately  $242,000 of which
approximately $43,000 remains to be placed in service by the early part of 1999.
Based on current information,  management does not expect these costs when taken
together  with  other  Year  2000  compliance  costs to  materially  impact  the
Corporation's future results of operations, financial condition, or liquidity.


<PAGE>
Forward Looking Statements
- --------------------------
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  contains  various   forward-looking   statements  with  respect  to
financial  performance  and business  matters.  Such statements are contained in
sentences including the words "expect" or "could" or "should". The Bank cautions
that these forward-looking statements are subject to numerous assumptions, risks
and  uncertainties,  and therefore  actual results could differ  materially from
those  contemplated by the  forward-looking  statements.  In addition,  the Bank
assumes no duty to update forward-looking statements.



<PAGE>
Part II Other Information
- -------------------------

Item 1. Legal Proceedings
- -------------------------

Not applicable

Item 2. Changes in Securities
- -----------------------------

Not applicable

Item 3. Defaults upon Senior Securities
- ---------------------------------------

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------

Not applicable

Item 5. Other Information
- -------------------------

Not applicable

Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

         (A) Exhibit Index
         -----------------

         11.0   Statement re: Computation of Per Share Earnings

         27.0 Financial Data Schedule

         (B) Reports on Form 8-K
         -----------------------

         Not applicable

         Submitted only with filing in electronic format.

<PAGE>

In accordance  with the  requirement of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                       BRIDGE BANCORP, INC.


Date: November 12, 1998 /s/ Thomas J. Tobin
                       -------------------------
                       Thomas J. Tobin
                       President and Chief Executive Officer


Date: November 12, 1998 /s/ Christopher Becker
                       -------------------------
                       Christopher Becker
                       Senior Vice President and Treasurer


<TABLE>
<CAPTION>
                                                                  Bridge Bancorp Inc. and Subsidiary
                                                                   Computation of Per Share Income
                                                                         September 30, 1998
                                                                            (UNAUDITED)
                                                       -----------------------------------------------------------
                                                          Three months ended              Nine months ended
                                                       September 30,  September 30,   September 30,  September 30,
                                                          1998            1997             1998          1997
                                                       -----------------------------------------------------------
<S>                                                    <C>            <C>               <C>            <C>       
Net Income .........................................   $1,083,000     $  860,000        $2,848,000     $3,227,000
                                                                                                     
Common Equivalent Shares:                                                                            
                                                                                                     
Weighted Average Common Shares Outstanding .........    4,233,558      4,223,997         4,227,429      4,223,997
Weighted Average Common Equivalent Shares ..........       38,214         14,616            41,854          7,647
                                                       ----------------------------------------------------------
Weighted Average Common and Common Equivalent Shares    4,271,772      4,238,613         4,269,283      4,231,644
                                                       ----------------------------------------------------------
Net Income per Common Equivalent Share .............   $     0.26     $     0.20        $     0.67     $     0.76
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                      9
<CIK>                                                                 0000846617
<NAME>                                                      Bridge Bancorp, Inc.
<MULTIPLIER>                                                               1,000
       
<S>                             <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                Dec-31-1998
<PERIOD-END>                     Sep-30-1998
<CASH>                            13,137
<INT-BEARING-DEPOSITS>               234
<FED-FUNDS-SOLD>                   7,000
<TRADING-ASSETS>                       0
<INVESTMENTS-HELD-FOR-SALE>       71,980
<INVESTMENTS-CARRYING>             5,045
<INVESTMENTS-MARKET>               5,049
<LOANS>                          160,222
<ALLOWANCE>                        1,687
<TOTAL-ASSETS>                   268,761
<DEPOSITS>                       243,970
<SHORT-TERM>                           0
<LIABILITIES-OTHER>                2,447
<LONG-TERM>                            0
                  0
                            0
<COMMON>                          21,659
<OTHER-SE>                             0
<TOTAL-LIABILITIES-AND-EQUITY>   268,761
<INTEREST-LOAN>                   10,757
<INTEREST-INVEST>                  3,083
<INTEREST-OTHER>                     320
<INTEREST-TOTAL>                  14,160
<INTEREST-DEPOSIT>                 4,466
<INTEREST-EXPENSE>                 4,530
<INTEREST-INCOME-NET>              9,630
<LOAN-LOSSES>                        350
<SECURITIES-GAINS>                     0
<EXPENSE-OTHER>                    7,241
<INCOME-PRETAX>                    4,355
<INCOME-PRE-EXTRAORDINARY>         4,355
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                       2,848
<EPS-PRIMARY>                        .67
<EPS-DILUTED>                        .67
<YIELD-ACTUAL>                      5.60
<LOANS-NON>                        1,052
<LOANS-PAST>                           8
<LOANS-TROUBLED>                       0
<LOANS-PROBLEM>                        0
<ALLOWANCE-OPEN>                   1,393
<CHARGE-OFFS>                        120
<RECOVERIES>                          64
<ALLOWANCE-CLOSE>                  1,687
<ALLOWANCE-DOMESTIC>               1,687
<ALLOWANCE-FOREIGN>                    0
<ALLOWANCE-UNALLOCATED>                0
        

</TABLE>


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