FIRST SAVINGS BANCORP OF LITTLE FALLS INC
DEF 14A, 1998-03-31
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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            [First Savings Bancorp of Little Falls, Inc. Letterhead]










March 31, 1998

Dear Fellow Stockholder:

         On behalf of the Board of Directors  and  management  of First  Savings
Bancorp of Little Falls, Inc. (the "Company"),  I cordially invite you to attend
the 1998  Annual  Meeting of  Stockholders  to be held at the main office of the
Company,  located at 7 Center Avenue, Little Falls, New Jersey on Tuesday, April
21, 1998 at 11:00 a.m. The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the Annual Meeting.  During the
Annual Meeting,  we will report on the operations of the Company.  Directors and
officers of the Company will be present to respond to any questions stockholders
may have.

         WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL  MEETING,  PLEASE SIGN AND
DATE THE  ENCLOSED  PROXY  CARD AND RETURN IT IN THE  ACCOMPANYING  POSTAGE-PAID
RETURN  ENVELOPE AS PROMPTLY AS POSSIBLE.  This will not prevent you from voting
in person at the Annual  Meeting,  but will  assure that your vote is counted if
you are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.

                                   Sincerely,

                                   /s/Dr. Haralambos S. Kostakopoulos
                                   ----------------------------------
                                   Dr. Haralambos S. Kostakopoulos
                                   President and Chief Executive Officer



<PAGE>


- --------------------------------------------------------------------------------
                   FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
                                 7 CENTER AVENUE
                         LITTLE FALLS, NEW JERSEY 07424
                                 (973) 256-2100
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON APRIL 21, 1998
- --------------------------------------------------------------------------------

NOTICE IS  HEREBY  GIVEN  that the 1998  Annual  Meeting  of  Stockholders  (the
"Meeting") of First Savings  Bancorp of Little Falls,  Inc. (the "Company") will
be held at the main office of the Company,  located at 7 Center  Avenue,  Little
Falls, New Jersey on Tuesday, April 21, 1998, at 11:00 a.m.

The Meeting is for the  purpose of  considering  and acting  upon the  following
matters:

1.       The election of three directors of the Company;

2.       The ratification of the appointment of Radics & Co., LLC as independent
         auditors of the Company for the fiscal year ending  December  31, 1998;
         and

3.       Such  other  matters as may  properly  come  before the  Meeting or any
         adjournments thereof.

The Board of  Directors  is not aware of any other  business  to come before the
Meeting.  Any action may be taken on the  foregoing  proposals at the Meeting on
the date specified  above or on any date or dates to which, by original or later
adjournment,  the Meeting may be adjourned.  Stockholders of record at the close
of  business  on March 15,  1998 are the  stockholders  entitled  to vote at the
Meeting and any adjournments thereof.

EACH STOCKHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS REQUESTED TO
SIGN,  DATE,  AND  RETURN  THE  ENCLOSED  PROXY  WITHOUT  DELAY IN THE  ENCLOSED
POSTAGE-PAID  ENVELOPE. ANY SIGNED PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED
BY FILING  WITH THE  SECRETARY  OF THE  COMPANY A WRITTEN  REVOCATION  OR A DULY
EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER  PRESENT AT THE MEETING MAY
REVOKE HIS PROXY AND VOTE IN PERSON ON EACH MATTER  BROUGHT  BEFORE THE MEETING.
HOWEVER,  IF YOU ARE A STOCKHOLDER  WHOSE SHARES ARE NOT  REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL  DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN
PERSON AT THE MEETING.

                                              BY ORDER OF THE BOARD OF DIRECTORS


                                              /s/Sarina Matos
                                              Sarina Matos
                                              Corporate Secretary
Little Falls, New Jersey
March 31, 1998


- --------------------------------------------------------------------------------
IMPORTANT:  THE PROMPT  RETURN OF PROXIES  WILL SAVE THE  COMPANY THE EXPENSE OF
FURTHER  REQUESTS  FOR  PROXIES  IN ORDER TO ENSURE A QUORUM AT THE  MEETING.  A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------

<PAGE>


- --------------------------------------------------------------------------------

                                 PROXY STATEMENT
                                       OF
                   FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
                                 7 CENTER AVENUE
                         LITTLE FALLS, NEW JERSEY 07424
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                         ANNUAL MEETING OF STOCKHOLDERS
                                 April 21, 1998
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                     GENERAL
- --------------------------------------------------------------------------------

         This Proxy Statement is furnished in connection  with the  solicitation
of proxies by the Board of Directors of First  Savings  Bancorp of Little Falls,
Inc. (the  "Company") to be used at the 1998 Annual Meeting of  Stockholders  of
the  Company  (the  "Meeting")  which  will be held at the  main  office  of the
Company,  located at 7 Center Avenue, Little Falls, New Jersey on Tuesday, April
21, 1998, at 11:00 a.m.,  local time. This Proxy Statement and the  accompanying
Notice of  Annual  Meeting  of  Stockholders  and form of proxy are being  first
mailed to stockholders on or about March 31, 1998.

         At the  Meeting,  stockholders  will  consider  and  vote  upon (i) the
election of three  directors and (ii) the  ratification  of the  appointment  of
Radics & Co.,  LLC, as  independent  auditors of the Company for the fiscal year
ending  December 31, 1998. The board of directors of the Company (the "Board" or
the "Board of Directors") knows of no additional  matters that will be presented
for consideration at the Meeting.  Execution of a proxy, however, confers on the
designated proxy holder  discretionary  authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business,  if
any, that may properly come before the Meeting or any adjournment thereof.

- --------------------------------------------------------------------------------
                       VOTING AND REVOCABILITY OF PROXIES
- --------------------------------------------------------------------------------

         Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the  Meeting  and all  adjournments  thereof.  Proxies may be revoked by written
notice to the  Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular  proposal at the
Meeting.  A proxy will not be voted if a  stockholder  attends  the  Meeting and
votes in person.  Proxies  solicited by the Board of Directors  will be voted in
accordance  with  the  directions  given  therein.  Where  no  instructions  are
indicated,  signed  proxies  will be voted "FOR" the nominee  director set forth
below and  "FOR" the other  listed  proposal.  The proxy  confers  discretionary
authority on the persons  named  therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.



<PAGE>


- --------------------------------------------------------------------------------
                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------

         Stockholders  of record as of the close of  business  on March 15, 1998
(the "Voting  Record  Date"),  are entitled to one vote for each share of common
stock of the Company (the "Common  Stock")  then held.  As of the Voting  Record
Date, the Company had 440,100 shares of Common Stock issued and outstanding.

         The  presence  in  person  or by proxy of at  least a  majority  of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting.  For purposes of determining  the votes cast with respect
to any matter  presented for  consideration at the Meeting only those votes cast
"FOR" or "AGAINST" are included.  Abstentions and broker non-votes (i.e., shares
held by brokers on behalf of their customers,  which may not be voted on certain
matters because the brokers have not received specific voting  instructions from
their  customers  with respect to such matters)  will be counted  solely for the
purpose of determining  whether a quorum is present,  except as otherwise  noted
below. In the event there are not sufficient votes for a quorum or to ratify any
proposals at the time of the  Meeting,  the Meeting may be adjourned in order to
permit the further solicitation of proxies.

         Persons  and  groups  owning in excess  of 5% of the  Common  Stock are
required  to file  certain  reports  regarding  such  ownership  pursuant to the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth,  as of the Voting Record Date,  persons or groups who own more
than 5% of the Common  Stock and the  ownership  of all  executive  officers and
directors of the Company as a group. Other than as noted below, management knows
of no person or group that owns more than 5% of the outstanding shares of Common
Stock at the Voting Record Date.
<TABLE>
<CAPTION>
                                                                   Percent
Name and Title of                    Amount and Nature of    of Shares of Common
Beneficial Owner (1)                 Beneficial Ownership     Stock Outstanding
- --------------------                 --------------------    -----------------

<S>                                       <C>                      <C>   
Nikos P. Mouyiaris                        158,400                  36.00%
  Director

Emanuel M. Kontokosta                     110,880                  25.19%
  Director

Haralambos S. Kostakopoulos                79,200                  18.00%
  President, Chief Executive
  Officer, and Director

Frederick J. Tedeschi                      47,520                  10.80%
  Director

All executive officers and                396,600                  90.12%
  directors as a group
  (5 persons)(2)

</TABLE>

- ---------------------
(1)  The address of each of the beneficial  owners is One Center Avenue,  Little
     Falls, New Jersey.
(2)  Includes  shares of Common  Stock  held  directly  as well as by spouses or
     minor children,  in trust and other indirect  ownership,  over which shares
     the  individuals  effectively  exercise sole voting and  investment  power,
     unless otherwise indicated.

                                       -2-

<PAGE>



- --------------------------------------------------------------------------------
             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------

         Section 16(a) of the Exchange Act requires the  Company's  officers and
directors,  and persons who own more than ten  percent of the Common  Stock,  to
file reports of beneficial  ownership and changes in beneficial ownership of the
Common Stock with the Securities  and Exchange  Commission and to provide copies
of those  reports to the  Company.  The  Company is not aware of any  beneficial
owner of more than ten percent of its Common  Stock.  Based upon a review of the
copies of the forms furnished to the Company,  or written  representations  from
certain  reporting  persons,  the Company believes that all Section 16(a) filing
requirements  applicable to its officers and directors were complied with during
the 1997 fiscal year.

- --------------------------------------------------------------------------------
      PROPOSAL I -- INFORMATION WITH RESPECT TO THE NOMINEES FOR DIRECTOR,
             DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------

Election of Directors

         The Certificate of  Incorporation  requires that the Board of Directors
be divided into three classes.  The directors are elected by the stockholders of
the Company for  staggered  three-year  terms,  or until  their  successors  are
elected  and  qualified.  The  Board of  Directors  currently  consists  of four
members.  Three  directors  will be elected at the  Meeting  each to serve for a
three-year  term or until  their  successor  has  been  elected  and  qualified.
Directors are elected by a plurality of votes of the shares present in person or
represented  by proxy at a  meeting  and  entitled  to vote in the  election  of
directors.

         Emanuel M.  Kontokosta,  Nikos P. Mouyiaris,  and Frederick J. Tedeschi
have been  nominated by the Board of Directors to serve as a directors.  Messrs.
Kontokosta,  and Tedeschi are  currently  members of the Board and each has been
nominated for a three-year term to expire in 2001. Mr.  Mouyiaris is currently a
member  of the  Board  and has been  nominated  for a one year term to expire in
1999.  If a nominee  is unable to serve,  the  shares  represented  by all valid
proxies  will be voted  for the  election  of such  substitute  as the  Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy.  At this  time,  the Board  knows of no reason  why a nominee  might be
unavailable to serve.

         Messrs.  Kostakopoulos,  Kontokosta,  Mouyiaris, and Tedeschi, own as a
group,  approximately 90% of the Company's common stock and have entered into an
investor agreement,  pursuant to which they agree to vote each other into office
as directors of the Company.  Therefore,  the  elections of Messrs.  Kontokosta,
Mouyiaris  and  Tedeschi are assured.  See  "Certain  Relationships  and Related
Transactions."

         The following table sets forth the nominee and the directors continuing
in office, their name, age, the year they first became a director of the Company
or the Savings Bank,  the  expiration  date of their current term as a director,
and the number and percentage of shares of the Common Stock  beneficially  owned
as of the Voting  Record Date.  Each director of the Company is also a member of
the Board of Directors of First Savings Bank of Little Falls,  FSB (the "Savings
Bank"). Beneficial ownership of executive officers and directors of the Company,
as a group, is shown under "Voting Securities and Principal Holders Thereof."

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

                                                                                                        Shares of
                                                                                                          Common
                                                                                                          Stock
                                                                                Year                   Beneficially
                                                          Age                   First          Term    Owned as of     Percent
                                                         as of                 Elected          to      the Voting       of
Name                                               December 31, 1997          Director        Expire    Record Date     Class
- ----                                               -----------------          --------        ------   ------------     -----
<S>                                                       <C>                  <C>            <C>        <C>            <C>   
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001

Emanuel M. Kontokosta                                      65                   1992           1998       110,880        25.20%
Frederick J. Tedeschi                                      77                   1992           1998        47,520        10.80%

BOARD NOMINEE FOR TERM TO EXPIRE IN 1999

Nikos P. Mouyiaris                                         51                   1992           1998       158,400        36.00%

DIRECTOR CONTINUING IN OFFICE

Haralambos S. Kostakopoulos                                47                   1992           2000        79,200        18.00%

</TABLE>

Executive Officers of the Company

         The  following  table  sets  forth  information  with  respect  to  the
executive officers of the Company.
<TABLE>
<CAPTION>
                                               Age as of
Name                                       December 31, 1997      Positions Held With the Company
- ----                                   ------------------------   -------------------------------

<S>                                               <C>             <C>                                               
Haralambos S. Kostakopoulos                       47              President, Chief Executive Officer and Director
Brian J. McCourt                                  36              Vice President, Treasurer, Controller

</TABLE>

Biographical Information

         Set forth below is certain  information  with respect to the directors,
including director nominees and executive officers of the Company. All directors
of the Savings Bank in March 1993 became  directors of the Company at that time.
All directors and executive  officers have held their present positions for five
years unless otherwise stated.

         Emanuel M. Kontokosta is the principal owner of, Kontokosta Associates,
an architectural and engineering firm,  located in New York City. Mr. Kontokosta
is also a licensed real estate broker in New York.

         Haralambos S.  Kostakopoulos is the President,  Chief Executive Officer
and a director of the Savings Bank and the Company.

         Nikos P.  Mouyiaris  is the  President  of Mana  Products,  a cosmetics
manufacturing firm located in Long Island City, New York.

         Frederick J. Tedeschi is a self employed  attorney,  now  semi-retired,
and served as Town Justice of the Town of Southhold, New York.

         Brian McCourt is a Vice  President and Treasuer of the Savings Bank and
Company.

                                       -4-

<PAGE>



Meetings and Committees of the Board of Directors

         The Company's Board of Directors conducts its business through meetings
of the Board and through  activities  of its  committees.  During the year ended
December 31, 1997, Board of Directors held 12 regular meetings and there were no
special  meetings.  No director attended fewer than 75% of the total meetings of
the Board of  Directors  of the Company and  committees  on which such  director
served during the year ended December 31, 1997.

         The  Company's  Executive  Committee  is  appointed  by  the  Board  of
Directors to exercise the authority of the Board in between Board meetings,  but
may not declare  dividends,  amend the certificate of incorporation or bylaws of
the Company,  recommend  mergers,  acquisitions,  sale of the  Company's  assets
otherwise than in the normal course of business,  or approve a transaction which
may provide  material  benefit for any member of the  Executive  Committee.  The
Executive  Committee  recommends  action  to the  Board of  Directors  on salary
administration,  personnel  benefits,  hiring,  promotion,  and discharges.  The
Executive  Committee  also acts as a regulatory  compliance  committee to ensure
compliance  with  all  state  and  federal  banking  laws and  regulations.  The
Executive  Committee  consists  of Nikos  Mouyiaris -  Chairman,  and  Directors
Kontokosta,  Kostakopoulos  and Tedeschi.  The Executive  Committee met 12 times
during fiscal 1997.

         The Company's Audit Committee consists of Anthony Sansiveri - Chairman,
and Directors Tedeschi, Mouyiaris,  Kontokosta,  Kostakopoulos and Oesterle. The
Audit  Committee  hires the  external  and  internal  auditors  for the Company,
supervises their  activities and the  establishment  of internal  controls.  The
Audit  Committee  also serves as the  Company's  Asset Review  Committee  and is
responsible  for  internal  review of loans.  The Audit  Committee  met one time
during fiscal 1997.

         The Company's full Board of Directors serves as a nominating committee.
This  committee  met once during the 1997  fiscal  year.  Although  the Board of
Directors  will  consider  nominees  recommended  by  stockholders,  it has  not
actively solicited recommendations from stockholders.  The Company's Certificate
of Incorporation  includes  provisions  setting forth specific  conditions under
which persons may be nominated as directors of the Company at an annual  meeting
of  stockholders.  A copy of such provisions is available upon request to: First
Savings Bancorp of Little Falls, Inc., 7 Center Avenue, Little Falls, New Jersey
07424, Attention: Corporate Secretary.


                                       -5-

<PAGE>


- --------------------------------------------------------------------------------
                   DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------

Director Compensation

         Each  non-employee  member and the  Chairman of the Board of  Directors
received a fee of $400 per Board  meeting or committee  meeting  with  committee
chairmen  receiving  $450 per  committee  meeting.  For the  fiscal  year  ended
December 31, 1997,  total fees paid to all  directors for meetings and committee
meetings was $42,550.

Executive Compensation

         Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the Chief Executive Officer of the
Company and each executive officer who's  compensation  exceeded $100,000 during
fiscal  1997.  Except as set forth  below,  no other  executive  officer  of the
Company  or the  Savings  Bank had a salary  and  bonus  during  the year  ended
December 31, 1997 that exceeded $100,000 for services rendered in all capacities
to the Company.
<TABLE>
<CAPTION>
                                                                   Annual Compensation
                                                           ---------------------------------
                                                                                                 Other Annual
Name and Principal Position                   Year           Salary ($)           Bonus        Compensation ($)
- ---------------------------              ---------------   ---------------   ---------------   -----------------

<S>                                           <C>             <C>                  <C>           <C>       
Haralambos S. Kostakopoulos                   1997            $210,000              --            $10,000(1)
President and CEO                             1996             210,000              --             10,800(1)
                                              1995             200,000                             10,800(1)

Emanuel M. Kontokosta                         1997                  --              --            122,950(2)
Chairman of the Board                         1996                  --              --            133,200(2)
                                              1995                  --              --            123,018(2)
</TABLE>

- ----------------
(1)      Consists of directors fees.
(2)      The  Board of  Directors  of the  Savings  Bank  adopted  a  resolution
         appointing  Mr.  Kontokosta  as  Chairman  of the  Savings  Bank's Loan
         Committee.  In this capacity,  Mr. Kontokosta assists in the resolution
         of problem  assets of the Savings Bank and  received  fees of $113,350,
         $123,200, and $113,818,  respectively, for fiscal years 1997, 1996, and
         1995. Mr. Kontokosta also received  directors fees of $9,600,  $10,000,
         and $9,200, respectively.

         Employment  Agreements.  The Savings Bank  entered  into an  employment
agreement with Dr.  Kostakopoulos,  President and Chief Executive  Officer.  Dr.
Kostakopoulos  base salary is $125,000.  The Agreement has a term of three years
and is renewal  annually  for an  additional  one year term.  The  agreement  is
terminable by the Savings Bank for "just cause", as defined in the agreement. If
Dr.  Kostakopoulos  is terminated  without just cause,  he will be entitled to a
continuation  of his salary from the date of  termination  through the remaining
term of the agreement.  The employment  agreement  contains a provision  stating
that in the event of the termination of employment in connection with any change
of control of the Savings Bank, Dr. Kostakopoulos will be paid a lump sum amount
equal to 2.99 times his three year annual  taxable  cash  compensation.  If such
payments  had been made  under the  agreement  as of  December  31,  1997,  such
payments would have equaled approximately $630,000.


                                       -6-

<PAGE>



- --------------------------------------------------------------------------------
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------

         The Savings  Bank,  like many  financial  institutions,  has followed a
policy of granting various types of loans to officers, directors, and employees.
All loans to executive  officers and directors of the Bank have been made in the
ordinary course of business and on substantially  the same terms and conditions,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions  with the Savings  Bank's other  customers,  and do not
involve  more  than  the  normal  risk  of  collectibility   nor  present  other
unfavorable  features.  All  loans  by the  Savings  Bank to its  directors  and
executive  officers are subject to OTS regulations  restricting  loans and other
transactions with affiliated persons of the Savings Bank.

         In May,  1992, in  connection  with the  reorganization  of the Savings
Bank, Messrs. Kontokosta, Kostakopoulos,  Tedeschi, and Mouyiaris (the "Members"
or the "Investor Group"), entered into an agreement which restricts the sale and
disposition  of the  common  stock (the  "Shares")  of the  Company  held by the
Members.  If a Member wishes to sell his Shares, he must offer the Shares to the
other Members of the Investor  Group.  In the event that the Members  decline to
purchase the shares, the Shares shall be offered to the Company, and if refused,
to the general public or to a third party.  The Members have also entered into a
voting  agreement  pursuant to which the Members have agreed to vote in favor of
the other Members for positions of directors of the Company.

         In connection with the  reorganization of the Savings Bank,  Haralambos
Kostakopoulos  purchased from Messrs.  Kontokosta and Mouyiaris,  a 2.5% initial
investment in the Company. Payment is due on January 7, 2000.

- --------------------------------------------------------------------------------
               PROPOSAL II - RATIFICATION OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

         The Board of Directors  has approved the selection of Radics & Co., LLC
as its  auditor  for the  1998  fiscal  year,  subject  to  ratification  by the
Company's stockholders.

         Ratification of the appointment of the auditor requires the approval of
a majority of the votes cast by the  stockholders  of the Company at the Meeting
without  regard to broker  non-votes  and  abstentions.  The Board of  Directors
recommends that  stockholders  vote "FOR" the ratification of the appointment of
Radics & Co., LLC as the Company's  auditor for the fiscal year ending  December
31, 1998.

- --------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

         The  audited  financial  statements  of the Company for the fiscal year
ended  December  31,  1997,  prepared  in  conformity  with  generally  accepted
accounting  principles,  are  included in the  Company's  1997 Annual  Report to
Stockholders,  which  accompanies this Proxy Statement.  Any stockholder who has
not received a copy of the Company's  Annual Report may obtain a copy by writing
to the  Secretary  of the Company.  The Annual  Report is not to be treated as a
part  of  the  Company's  proxy   solicitation   materials  or  as  having  been
incorporated herein by reference.


                                       -7-

<PAGE>


- --------------------------------------------------------------------------------
                              STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------

         In order to be eligible for inclusion in the Company's  proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's  executive offices at 7
Center Avenue, Little Falls, New Jersey 07424, no later than October 31, 1998.

- --------------------------------------------------------------------------------
                                  OTHER MATTERS
- --------------------------------------------------------------------------------

         The Board of  Directors is not aware of any business to come before the
Meeting  other  than those  matters  described  above in this  Proxy  Statement.
However,  if any other matters  should  properly come before the Meeting,  it is
intended that proxies in the accompanying  form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.

- --------------------------------------------------------------------------------
                                   FORM 10-KSB
- --------------------------------------------------------------------------------

A COPY OF THE  COMPANY'S  ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER  31, 1997 WILL BE  FURNISHED  WITHOUT  CHARGE  (EXCLUDING  EXHIBITS) TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY,  FIRST
SAVINGS BANCORP OF LITTLE FALLS, INC., 7 CENTER AVENUE, LITTLE FALLS, NEW JERSEY
07424.

                                              BY ORDER OF THE BOARD OF DIRECTORS


                                              /s/Sabrina Matos
                                              Sarina Matos
                                              Corporate Secretary

Little Falls, New Jersey
March 31, 1998

                                       -8-

<PAGE>




- --------------------------------------------------------------------------------
                   FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
                                 7 CENTER AVENUE
                         LITTLE FALLS, NEW JERSEY 07424
                                 (973) 256-2100

- --------------------------------------------------------------------------------
                         ANNUAL MEETING OF STOCKHOLDERS
                                 April 21, 1998
- --------------------------------------------------------------------------------

         The undersigned hereby appoints the Board of Directors of First Savings
Bancorp of Little Falls, Inc. (the "Company"), or its designee, with full powers
of substitution,  to act as attorneys and proxies for the  undersigned,  to vote
all shares of common stock of the Company which the  undersigned  is entitled to
vote at the 1998 Annual Meeting of Stockholders  (the "Meeting"),  to be held at
the main office of the Company,  7 Center  Avenue,  Little Falls,  New Jersey on
Tuesday, April 21, 1998, at 11:00 a.m., and at any and all adjournments thereof,
in the following manner:

                                                          FOR   WITHHELD
                                                          ---   --------

1.        The election as director of the nominees
          listed below:                                     |_|   |_|

          Nikos P. Mouyiaris (for one year term)
          Emanuel M. Kontokosta (for three year term)
          Frederick J. Tedeschi (for three year term)


INSTRUCTIONS:  To  withhold  your vote for any  individual  nominee,  insert the
nominee's name on the line provided below.

          ---------------------------------------

2.        The ratification of the appointment of          FOR   AGAINST ABSTAIN
                                                          ---   ------- -------
          Radics & Co., LLC as independent
          auditors for the Company for the fiscal
          year ending December 31, 1998.                  |_|     |_|     |_|

In their discretion, such attorneys and proxies are authorized to vote upon such
other  business as may  properly  come  before the  Meeting or any  adjournments
thereof.

         The Board of Directors  recommends a vote "FOR" all of the above listed
propositions.

- --------------------------------------------------------------------------------
THIS  SIGNED  PROXY  WILL BE  VOTED  AS  DIRECTED,  BUT IF NO  INSTRUCTIONS  ARE
SPECIFIED,  THIS SIGNED PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED.
IF ANY OTHER  BUSINESS IS PRESENTED AT SUCH  MEETING,  THIS SIGNED PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT.  AT THE PRESENT TIME,
THE  BOARD OF  DIRECTORS  KNOWS  OF NO OTHER  BUSINESS  TO BE  PRESENTED  AT THE
MEETING.
- --------------------------------------------------------------------------------



<PAGE>



                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


         The  undersigned  acknowledges  receipt  from the Company  prior to the
execution  of this  proxy of a Notice of Annual  Meeting of  Stockholders  and a
Proxy Statement dated March 31, 1998.


                                              [ ]   Please check here if you
Dated:                              , 1998          plan to attend the Meeting.
       -----------------------------






- ---------------------------------------     ------------------------------------
PRINT NAME OF STOCKHOLDER                   PRINT NAME OF STOCKHOLDER


- ---------------------------------------     ------------------------------------
SIGNATURE OF STOCKHOLDER                    SIGNATURE OF STOCKHOLDER


Please  sign  exactly  as your name  appears  on this  proxy.  When  signing  as
attorney, executor,  administrator,  trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.

- --------------------------------------------------------------------------------
PLEASE  COMPLETE,  DATE,  SIGN,  AND MAIL THIS PROXY  PROMPTLY  IN THE  ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------





<PAGE>
                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No.       )


Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement    [ ]   Confidential, for use of the Commission
                                         Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                   FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
  [X]         No fee required
  [ ]         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
              0-11.

         (1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------

         (2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------

         (3) Per unit price or other  underlying  value of transaction  computed
pursuant  to Exchange  Act Rule 0-11.  (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------

         (4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

         (5) Total fee paid:
- --------------------------------------------------------------------------------

  [ ]   Fee paid previously with preliminary materials.

  [ ] Check box if any part of the fee is offset as  provided  by  Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         (1) Amount previously paid:
- --------------------------------------------------------------------------------

         (2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------

         (3) Filing Party:
- --------------------------------------------------------------------------------

         (4) Date Filed:
- --------------------------------------------------------------------------------



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