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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF
     1934
     For the Fiscal Year Ended   September 30, 2004
                                 ------------------
                                       OR
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the Transition Period From              To             .
                                    ------------    ------------

                         Commission File Number 0-50969
                                                -------

                          ROEBLING FINANCIAL CORP, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

          NEW JERSEY                                              55-0873295
-------------------------------                               ----------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

ROUTE 130 SOUTH AND DELAWARE AVENUE, ROEBLING NEW JERSEY            08554
--------------------------------------------------------            -----
(Address of Principal Executive Offices)                          (Zip Code)

                    Issuer's Telephone Number: (609) 499-9400
                                               --------------

       Securities registered under Section 12(b) of the Exchange Act: None
                                                                      ----

         Securities registered under Section 12(g) of the Exchange Act:

                     COMMON STOCK, PAR VALUE $0.10 PER SHARE
                     ---------------------------------------
                                (Title of Class)

         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 [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year.  $4,740,886

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  of the  registrant,  based on the average bid and asked
price of the registrant's  Common Stock at December 14, 2004, was  approximately
$13.1 million.  Solely for purposes of this  calculation,  the term  "affiliate"
refers  to all  directors  and  executive  officers  of the  registrant  and all
shareholders beneficially owning more than 5% of the registrant's common stock.

         As of December 14, 2004,  there were issued and  outstanding  1,687,403
shares of the registrant's Common Stock.

         Transitional Small Business Disclosure Format (check one): YES    NO X
                                                                       ---   ---

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Shareholders  for the Fiscal Year Ended
     September 30, 2004. (Part II)
2.   Portions  of  the  Proxy   Statement   for  the  2005  Annual   Meeting  of
     Shareholders. (Part III)

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<PAGE>

                                     PART I

FORWARD-LOOKING STATEMENTS

         Roebling  Financial Corp, Inc. (the "Company" or "Registrant") may from
time to  time  make  written  or oral  "forward-looking  statements,"  including
statements  contained in the Company's  filings with the Securities and Exchange
Commission  (including  this  Annual  Report  on Form  10-KSB  and the  exhibits
thereto),  in its reports to  stockholders  and in other  communications  by the
Company,  which  are made in good  faith by the  Company  pursuant  to the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes;  acquisitions;  changes in consumer spending
and  savings  habits;  and the  success  of the  Company at  managing  the risks
involved in the foregoing.

         The Company  cautions that the foregoing  list of important  factors is
not  exclusive.  The Company does not  undertake  to update any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the company.

ITEM 1.  DESCRIPTION OF BUSINESS
-------  -----------------------

GENERAL

         On  September  30,  2004,  Roebling  Financial  Corp.,  MHC (the "MHC")
completed its  reorganization  into stock form and the Company  succeeded to the
business of the MHC's former federal mid-tier holding company  subsidiary.  Each
outstanding  share of common stock of the former mid-tier holding company (other
than  shares held by the MHC which were  cancelled)  was  converted  into 3.9636
shares of common stock of the Company.  As part of the transaction,  the Company
sold a total of 910,764 shares to the public at $10 per share,  including 72,861
shares  purchased by the  Company's  employee  stock  ownership  plan with funds
borrowed from the Company. The Company's business is conducted primarily through
its  wholly-owned  subsidiary,  Roebling  Bank (the  "Bank").  References to the
Company or Registrant refer to the  consolidated  entity which includes the main
operating company, the Bank, unless the context indicates otherwise.

         The Bank, a federally  chartered  stock savings bank,  has three retail
offices,  two located in Roebling and one located in New Egypt,  New Jersey.  In
addition, a loan center office is located in Roebling, New

                                       -2-

<PAGE>

Jersey.  From these locations,  the Bank primarily serves the towns of Roebling,
Florence Township and New Egypt. The Bank's secondary market includes Burlington
City,  Cream Ridge,  Wrightstown,  Bordentown City and  Springfield,  Mansfield,
Bordentown, Plumsted, New Hanover and North Hanover Townships.

         The  Company's  executive  offices  are  located at Route 130 South and
Delaware  Avenue,  Roebling,  New Jersey 08554 and its main telephone  number is
(609) 499-9400.

MARKET AREA AND COMPETITION

         Roebling is an established,  densely  populated  blue-collar  community
characterized by a declining population and a higher proportion of retirees than
the nation as a whole.  The median age in Roebling is 36.46 years. The estimated
median household income for 2002 was $54,949. New Egypt is a developing suburban
market with a lower  population  density than  Roebling  but a higher  household
growth rate. The median age in New Egypt is 36.03 years and the median household
income for 2002 was estimated to be $59,197.

         Roebling Bank has two of the three branches located in Roebling and had
approximately  64% of the  FDIC-insured  deposits  in  Roebling at June 30, 2004
according to data compiled by the FDIC. Two financial institutions,  including a
Trenton-based  community  bank,  however,  have  recently  opened  branches just
outside the town limits and Roebling Bank has experienced  increased competition
for deposits from these new entrants.  Roebling Bank has one of the two branches
in New Egypt and held  approximately  32% of the  FDIC-insured  deposits in that
market at June 30, 2004  according to data  compiled by the FDIC.  The foregoing
data does not reflect deposits held by credit unions.

         The  competition  for  deposits  comes  from  other  insured  financial
institutions such as commercial banks,  thrift  institutions  (including savings
banks), credit unions and multi-state regional banks in the Bank's market areas.
Competition for funds also includes a number of insurance products sold by local
agents and investment products such as mutual funds and other securities sold by
local and  regional  brokers.  The Bank  maintains  and  attracts  customers  by
offering competitive interest rates and a high level of personal service.

                                       -3-

<PAGE>

LENDING ACTIVITIES

         The following table sets forth  information  concerning the composition
of the Company's  loan  portfolio in dollar  amounts and in  percentages  of the
total loan portfolio as of the dates indicated.

<TABLE>
<CAPTION>
                                                                            At September 30,
                                                ------------------------------------------------------------------------
                                                        2004                      2003                      2002
                                                --------------------      --------------------      --------------------
                                                   $             %           $             %           $             %
                                                -------        -----      -------        -----      -------        -----
                                                                       (Dollars in thousands)
<S>                                           <C>           <C>         <C>           <C>         <C>           <C>
Real estate loans:
  One-to-four family......................      $34,041        51.25%     $32,470        58.18%     $23,768        51.58%
  Multi-family............................        1,170         1.76          190         0.34           92         0.20
  Construction and land...................        3.271         4.93          497         0.89          698         1.51
  Commercial real estate .................       10,505        15.82        5,970        10.70        3,665         7.95
                                                -------        -----      -------        -----      -------        -----
    Total real estate loans...............       48,987        73.76       39,127        70.11       28,223        61.24
                                                -------        -----      -------        -----      -------        -----
Consumer and other loans:
  Home equity.............................       15,555        23.42       14,524        26.02       15,533        33.71
  Commercial..............................        1,531         2.30        1,711         3.07        1,731         3.76
  Other consumer..........................          344         0.52          449         0.80          595         1.29
                                                -------        -----      -------        -----      -------        -----
    Total consumer and other loans........       17,430        26.24       16,684        29.89       17,859        38.76
                                                -------        -----      -------        -----      -------        -----

Total loans...............................       66,417       100.00%      55,811       100.00%      46,082       100.00%
                                                -------       ======      -------       ======      -------       ======

Less:
  Loans in process........................        1,578                        --                        --
  Net deferred loan origination costs.....         (28)                      (24)                      (58)
  Allowance for loan losses...............          491                       473                       409
                                                -------                   -------                   -------
  Total loans, net........................      $64,376                   $55,362                   $45,731
                                                =======                   =======                   =======
</TABLE>


         LOAN MATURITY TABLE. The following table sets forth the maturity of the
Company's  loan  portfolio  at September  30,  2004.  The table does not include
prepayments or scheduled principal  repayments.  All mortgage loans are shown as
maturing  based on  contractual  maturities.  Amounts  shown are net of loans in
process.

<TABLE>
<CAPTION>
                                                         Due After One
                                           Due in One    Year Through    Due After
                                          Year or Less    Five Years    Five Years       Total
                                          ------------    ----------    ----------       -----
                                                              (In thousands)
<S>                                         <C>            <C>           <C>        <C>
Real estate loans:
  One-to-four family.................         $1,115         $   583       $32,343    $34,041
  Multi-family.......................             70               -         1,100      1,170
  Construction and land..............          1,414               -           279      1,693
  Commercial real estate.............            454           1,797         8,254     10,505
Consumer and other loans:
  Home equity .......................            353           3,110        12,092     15,555
  Commercial.........................             54             944           533      1,531
  Other consumer ....................             10             162           172        344
                                             -------         -------       -------    -------
    Total............................        $ 3,470         $ 6,596       $54,773    $64,839
                                             =======         =======       =======    =======
</TABLE>

                                       -4-

<PAGE>

         The  following  table sets forth as of  September  30,  2004 the dollar
amount of all loans due after  September  30,  2005,  which have fixed  interest
rates and floating or adjustable interest rates.


                                                       Floating or
                                      Fixed Rates    Adjustable Rates     Total
                                      -----------    ----------------     -----
                                                      (In thousands)
Real estate loans:
  One-to-four family real estate....    $23,171           $ 9,755       $32,926
  Multi-family......................          -             1,100         1,100
  Construction and land.............        234                45           279
  Commercial real estate............      1,593             8,458        10,051
Consumer and other loans:
  Home equity ......................      8,093             7,109        15,202
  Commercial .......................        944               533         1,477
  Other consumer....................        275                59           334
                                        -------           -------       -------
    Total...........................    $34,310           $27,059       $61,369
                                        =======           =======       =======

         ONE-TO-FOUR  FAMILY MORTGAGE  LOANS.  The Company offers first mortgage
loans secured by one- to-four  family  residences  in its primary  lending area.
Typically,  such  residences  are single  family homes that serve as the primary
residence  of the owner.  The Company  requires  private  mortgage  insurance on
one-to-four,  owner-occupied  loans with a loan-to-value ratio in excess of 80%.
The Company currently offers fixed-rate and adjustable-rate  mortgage loans with
terms up to 30 years. The adjustable-rate mortgage loans generally have terms of
one year or terms in which  interest  rates are fixed for the first three to ten
years and adjust annually  thereafter  (e.g. "3/1 ARM"). ARM loans are qualified
at the fully indexed mortgage rate as of the date of the commitment. The Company
offers such loans in an effort to make its assets more interest rate  sensitive.
Interest rates charged on fixed-rate loans are competitively priced based on the
local market.  The Company also offers mortgage loans on non-owner occupied one-
to-four family residences.  Such loans are generally offered with variable rates
or balloons  which  typically  adjust or mature,  respectively,  within 5 years.
Renewal of balloon  mortgage loans is based on the credit history as well as the
current  qualification of the borrower at the time of renewal.  Loan origination
fees on loans are generally 0% to 3% of the loan amount  depending on the market
rate and customer demand.

         The Company generally retains  adjustable and shorter-term,  fixed-rate
loans in its  portfolio and sells  qualifying  longer-term  fixed-rate  loans to
Fannie Mae and retains the servicing rights. Generally,  fixed-rate loans have a
10 to 30 year term.  Non-conforming,  fixed-rate  loans are both retained in the
Company's  portfolio  and sold in the  secondary  market  to  private  entities,
servicing  released.  At  September  30,  2004  there was one loan for  $148,000
classified as held for sale. See "-- Loan Servicing, Purchases and Sales."

         CONSTRUCTION AND LAND LENDING.  The Company originates  residential and
commercial   construction   loans  and  loans  secured  by   undeveloped   land.
Construction loans are classified as either pre- sold or speculative real estate
loans at the time of origination, depending on whether a buyer is under contract
of sale. The Company's  construction lending activities generally are limited to
the counties  within or  surrounding  its primary market areas and are primarily
made to local  individuals  for the  purpose  of  constructing  their  primarily
single-family  residence,  to real estate builders or developers for the purpose
of constructing primarily single-family residential houses or developments or to
business customers for owner-occupied use. The Company's commercial construction
lending generally involves  multi-family  investment  properties of six units or
less or  retail  buildings.  Land  loans  are  generally  made to  builders  and
developers for the purpose of constructing improvements thereon.

         The Company's  construction  loans generally have maturities of 6 to 18
months, with payments being made monthly on an interest-only basis. Construction
loan rates generally adjust monthly based on

                                       -5-

<PAGE>

the prime rate plus a margin of 1.0% to 3.0% and are generally made with maximum
loan-to-value  ratios of 80%.  Land loans  generally  have terms of less than 18
months,  loan-to-value  ratios of 50% or less and interest rates from 0% to 3.0%
over  prime.  It is the  Company's  policy to limit land loans to amounts not in
excess of what the developer can absorb in one year.

         Construction  lending is generally considered to involve a higher level
of  risk  as  compared  to  single-  family  residential  lending,  due  to  the
concentration  of principal in a limited  number of loans and  borrowers and the
effects of general economic conditions on developers and builders.  Moreover,  a
construction  loan  can  involve   additional  risks  because  of  the  inherent
difficulty  in estimating  both a property's  value at completion of the project
and the estimated cost (including  interest) of the project. The nature of these
loans is such that they are generally more difficult to evaluate and monitor. In
addition,  speculative  construction  loans  to a  builder  are not  necessarily
pre-sold and thus pose a greater potential risk to the Company than construction
loans to individuals on their personal residences.  Land loans impose additional
risk because of the illiquidity of the security.

         To limit its risk on construction  and land loans, the Company requires
the involvement of an experienced  builder and requires personal guarantees from
the principals of the borrower.  The Company seeks to further  mitigate the risk
of  construction  lending  by  only  disbursing  funds  on a  pre-approved  draw
schedule.  Advances  are only made after  scheduled  work has been  completed as
confirmed by an independent inspection. In addition, all construction properties
are  appraised  on both an "as is" and an "as  completed"  basis to ensure  that
unadvanced  funds will be  sufficient  to  complete  the  project.  The  Company
attempts to address the risks of land lending by requiring a loan-to-value ratio
no greater  than 50%. In  addition,  the  Company  does not make land loans on a
speculative  basis.  All of the  Company's  land lending  involves  construction
projects with  pre-approved draw schedules and appraisals on both an "as is" and
"as completed" basis.

         COMMERCIAL AND MULTI-FAMILY  REAL ESTATE LOANS AND COMMERCIAL  BUSINESS
LOANS.  Commercial  real estate loans are  permanent  loans  secured by improved
property such as office buildings, churches, small business facilities and other
non-residential  buildings in the primary market area. Multi- family residential
loans are permanent  loans served by residential  buildings  containing  five or
more units.  Interest rates on commercial and  multi-family  loans are generally
slightly  higher  than  those  offered  on  residential  loans.  Commercial  and
multi-family real estate loans are generally  originated in amounts of up to 80%
of the appraised value or purchase price of the mortgaged property (whichever is
lower).  The  commercial  and  multi-family  real estate loans in the  Company's
portfolio  generally  consist  of balloon or  adjustable  rate loans  which were
originated at prevailing market rates.

         The  Company's  commercial  business  loans are  generally  secured  by
business assets, such as accounts receivable,  equipment and inventory,  as well
as real estate.  However,  the collateral securing the loans may depreciate over
time,  may be  difficult to  appraise,  and may  fluctuate in value based on the
success of the business.

         The Company's  commercial business lending policy emphasizes (1) credit
file documentation,  (2) analysis of the borrower's  character,  (3) analysis of
the borrower's  capacity to repay the loan (including review of annual financial
statements),  (4) adequacy of the  borrower's  capital and  collateral,  and (5)
evaluation of the industry  conditions  affecting the borrower.  Analysis of the
borrower's  past,  present and future cash flows is also an important  aspect of
the Company's credit analysis.  The Company requests annual financial statements
on all commercial loans.

                                       -6-

<PAGE>

         Unlike  residential  mortgage  loans,  which  generally are made on the
basis of the borrower's ability to make repayment from his or her employment and
other income and which are secured by real  property  with a value that tends to
be more easily  ascertainable,  commercial  business loans typically are made on
the basis of the borrower's  ability to make repayment from the cash flow of the
borrower's business. As a result, the availability of funds for the repayment of
commercial  business loans may be substantially  dependent on the success of the
business  itself  (which is likely to be  dependent  upon the  general  economic
environment).

         CONSUMER  LOANS.  The Company  originates  home equity loans secured by
single-family   residences.   These  loans  are  made  only  on  owner-occupied,
single-family  residences and generally are originated as fixed-rate  loans with
terms of one to fifteen  years or  variable-  rate  lines of credit  tied to the
prime rate.  The loans are  generally  subject to an 80% combined  loan-to-value
limitation  including any other  outstanding  mortgages or liens.  The Company's
remaining  consumer  loans consist  primarily of new and used mobile home loans,
new and used automobile loans, account loans and unsecured personal loans.

         The Company also offers high  loan-to-value  fixed-rate  and  non-owner
occupied  fixed-rate  equity loans.  Such loans are generally subject to loan to
value limitations of 90% and 70%, respectively,  including any other outstanding
mortgages or liens. These loans are for terms of one to seven years. The Company
will generally not take a position lower than a second lien.

         Due to the type and  nature of the  collateral  and,  in some cases the
absence of  collateral,  consumer  lending  generally  involves more credit risk
compared  to  one-  to  four-family   residential   lending.   Consumer  lending
collections  are  typically  dependent on the  borrower's  continuing  financial
stability,  and thus,  are more  likely to be  adversely  affected  by job loss,
divorce,  illness and personal  bankruptcy.  Generally,  collateral for consumer
loans  depreciates  rapidly  and often does not  provide an  adequate  source of
repayment of the  outstanding  loan balance.  The Company  attempts to limit its
exposure in consumer  lending by  emphasizing  home equity  loans with the Board
determining loan-to-value ratios.

         LOANS-TO-ONE-BORROWER  LIMIT. Under federal law, a federal savings bank
generally  may not lend to one  borrower  in an amount  greater  than  higher of
$500,000 or 15% of its  unimpaired  capital and surplus.  At September 30, 2004,
our loans-to-one-borrower limit was approximately $1.7 million.

         At September 30, 2004, the largest  amount of loans we had  outstanding
to any one borrower or group of borrowers was $1.1 million,  which  consisted of
five loans secured primarily by supermarket equipment and a residential mortgage
to the individual guarantors of this loan. Our next largest lending relationship
was $1.0  million  and  consisted  of a home equity line of credit and two loans
secured by residential and commercial  investment  properties.  At September 30,
2004,  the  outstanding  balance  was  $300,000.  Our  largest  single  loan was
approximately $840,000 construction financing for six residential homes, with an
outstanding balance of $50,000 at September 30, 2004.

         LOAN  ORIGINATIONS  AND  APPROVAL  AUTHORITY.   Loan  originations  are
generally obtained from existing customers,  members of the local community, and
referrals from real estate brokers, lawyers,  accountants,  and current and past
customers within the Company's lending area.

         Upon receipt of any loan  application  from a prospective  borrower,  a
credit  report and  verifications  are ordered to confirm  specific  information
relating to the loan  applicant's  employment,  income and credit  standing.  An
appraisal or valuation determination, subject to regulatory requirements, of the
real estate  intended to secure the proposed loan is  undertaken.  The President
has lending authority to make mortgage loans,  secured  commercial and unsecured
loans of up to $200,000, $100,000 and $5,000, respectively,

                                       -7-

<PAGE>

while the Bank's Chief  Operating  Officer and Loan Officers have lesser lending
authorities  to make secured and unsecured  loans.  A Loan Officer  Committee of
management  has the  authority to make secured  loans up to $300,000.  All other
loans  must be  approved  by the Board of  Directors.  All loans  originated  or
purchased  are  underwritten  by  a  lending   officer,   subject  to  the  loan
underwriting  policies as approved by the Board of Directors.  All purchased and
originated loans are approved or ratified by the Board of Directors.

         Loan  applicants are promptly  notified of the decision of the Company,
setting forth the terms and conditions of the decision. If approved, these terms
and conditions include the amount of the loan, interest rate basis, amortization
term, a brief  description  of the real estate to be mortgaged or the collateral
to be pledged and the notice  requirement of insurance coverage to be maintained
to protect the Company's  interest.  The Company  requires title  insurance or a
title  opinion on first  mortgage  loans and fire and casualty  insurance on all
properties  securing loans, which insurance must be maintained during the entire
term of the loan. The Company also requires flood insurance, if appropriate,  in
order to protect the Company's interest in the security property. Mortgage loans
originated  and  purchased  by the Company in its  portfolio  generally  include
due-on-sale  clauses that provide the Company with the contractual right to deem
the loan  immediately  due and payable in the event that the borrower  transfers
ownership of the property without the Company's consent.

         LOAN SERVICING,  PURCHASES AND SALES. The Company services the loans it
originates  for its loan  portfolio.  Loan  servicing  includes  collecting  and
remitting  loan  payments,   accounting  for  principal  and  interest,   making
inspections as required of mortgaged premises, contacting delinquent mortgagors,
supervising  foreclosures  and property  dispositions in the event of unremedied
defaults,  and generally  administering the loans. Funds that have been escrowed
by  borrowers  for the payment of  mortgage-related  expenses,  such as property
taxes and hazard and  mortgage  insurance  premiums,  are  maintained  in escrow
accounts at the Bank.

         The  Company  generally  underwrites  fixed-rate,   one-to-four  family
mortgage  loans  pursuant to Fannie Mae  guidelines  to  facilitate  sale in the
secondary market. Fixed-rate mortgage loans may be sold with servicing retained.
Non-conforming,  fixed-rate  loans are generally sold in the secondary market to
private  entities,  and the servicing of such loans is not retained.  Commercial
purpose  loans  or  participations  may  be  sold,   generally  to  stay  within
loan-to-one-borrower  limits and generally with servicing  retained.  During the
year ended  September 30, 2004, the Company sold $800,000 of one-to-four  family
mortgage loans and $400,000  commercial-purpose  loans. The Company had one loan
totaling  $148,000  held-for-sale at September 30, 2004. The Company  recognized
loan  servicing  fees of $23,000 for the year ended  September  30, 2004.  As of
September 30, 2004, loans serviced for others totaled $8.3 million.

         The Company sells  participations  in its commercial  and  multi-family
real estate loans to other banks and purchases participations in commercial real
estate and  multi-family  loans from other banks.  Roebling Bank also  purchases
participations in affordable housing and community  development loans originated
by the  Thrift  Institutions  Community  Investment  Corporation  of New  Jersey
("TICIC").  Participations  are sold without  recourse and are  accounted for as
sales in accordance  with SFAS 140,  "Accounting  for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities."  Participation  agreements
give transferees the right to pledge their ownership interests. A right of first
refusal is required to be given to other participants before ownership interests
are sold or assigned.

         LOAN COMMITMENTS. The Company issues written commitments to prospective
borrowers on all approved  mortgage loans which generally  expire within 30 days
of the date of issuance.  The Company  charges a lock-in fee to lock in mortgage
rates. In some instances, after a review of the rate, terms, and

                                       -8-

<PAGE>

circumstances,  commitments  may  be  renewed  or  extended  up to 60  days.  At
September 30, 2004, the Company had $3.6 million of  outstanding  commitments to
fund loans, $9.8 million of unused lines of credit,  and $123,000 in outstanding
letters of credit.

NON-PERFORMING AND PROBLEM ASSETS

         LOAN DELINQUENCIES.  The Company's  collection  procedures provide that
when a loan is 15 days past due, a delinquent notice is sent to the borrower and
a late charge is imposed in accordance with the loan  documents.  If the payment
is still  delinquent  after  approximately  60 days, the borrower will receive a
notice of  default  establishing  a date by which the  borrower  must  bring the
account current or foreclosure  proceedings will be instituted.  Written notices
are supplemented with telephone calls to the borrower.  If the loan continues in
a delinquent status for 90 days and no repayment plan is in effect,  the account
is turned over to an attorney for collection or foreclosure  and the borrower is
notified when foreclosure has been commenced.

         Loans are  reviewed  on a monthly  basis and are placed on  non-accrual
status when considered  doubtful of collection by management.  Generally,  loans
with  interest past due more than 90 days which,  in the opinion of  management,
are not adequately  secured to insure the  collection of the entire  outstanding
balance of the loan including accrued interest are placed on non-accrual status.
Interest accrued and unpaid over 90 days delinquent at the time a loan is placed
on non-accrual status is charged against interest income.

                                       -9-

<PAGE>

         NON-PERFORMING  ASSETS.  The  following  table sets  forth  information
regarding  non-accrual  loans and real estate owned, as of the dates  indicated.
The Company has no loans categorized as troubled debt restructurings  within the
meaning of the Statement of Financial  Accounting  Standards ("SFAS") No. 15 and
no  impaired  loans  within the  meaning of SFAS No. 114, as amended by SFAS No.
118.


                                                              At September 30,
                                                           ---------------------
                                                           2004     2003   2002
                                                           ----     ----   ----
                                                          (Dollars in thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
  One-to-four family residential real estate............   $ 58    $  --   $ --
Consumer and other loans:
  Home equity...........................................     36       25     --
  Other consumer........................................      4       --     --
                                                           ----     ----   ----
    Total non-accrual loans.............................   $ 98    $  25   $ --
                                                           ====     ====   ====
Accruing loans contractually past due 90 days or more:
Mortgage loans:
  One-to-four family residential real estate............   $ 65    $  --   $ --
Consumer and other loans:
  Home equity...........................................     --       55     --
  Other consumer........................................     --       --     --
                                                           ----     ----   ----
    Total accruing loans contractually past due
    90 days or more.....................................   $ 65    $  55   $ --
                                                           ====     ====   ====
Total non-performing loans..............................   $163    $  80   $ --
                                                           ====     ====   ====
Real estate owned.......................................   $ --    $  --   $ --
                                                           ====     ====   ====
Total non-performing assets.............................   $163    $  80   $ --
                                                           ====     ====   ====
Total non-performing loans to net loans.................   0.25%    0.14%    --%
                                                           ====     ====   ====
Total non-performing assets to total assets.............   0.17%    0.09%    --%
                                                           ====     ====   ====

         Non-accrual  loans at  September  30, 2004  consisted of three loans to
three unrelated  borrowers totaling $98,000.  At September 30, 2004, the Company
had no loans  which  are not  disclosed  in the  above  table as to which  known
information  about possible  credit problems of borrowers  caused  management to
have serious  doubts about the ability of such  borrowers to comply with present
loan  repayment  terms.  Approximately  $4,000 of the  allowance for loan losses
related to non-performing loans at September 30, 2004.

         CLASSIFIED  ASSETS.  Office of Thrift Supervision  ("OTS")  regulations
provide for a classification  system for problem assets of insured institutions.
Under this  classification  system,  problem assets of insured  institutions are
classified  as  "substandard,"  "doubtful,"  or "loss."  An asset is  considered
substandard  if it is  inadequately  protected by the current  equity and paying
capacity of the obligor or of the collateral pledged, if any. Substandard assets
include  those  characterized  by the  "distinct  possibility"  that the insured
institution  will sustain  "some loss" if the  deficiencies  are not  corrected.
Assets  classified  as  doubtful  have all of the  weaknesses  inherent in those
classified as  substandard,  with the added  characteristic  that the weaknesses
present  make  "collection  or  liquidation  in full," on the basis of currently
existing facts,  conditions,  and values,  "highly questionable and improbable."
Assets  classified  as loss are  those  considered  "uncollectible"  and of such
little value that their continuance as assets without the

                                      -10-

<PAGE>

establishment  of a  specific  loss  reserve  is not  warranted.  Assets  may be
designated  "special  mention"  because of a  potential  weakness  that does not
currently warrant classification.

         When  an  insured  institution  classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
equal to 100% of that portion of the asset so  classified  or to charge off such
amount.  An institution's  determination as to the  classification of its assets
and the  amount of its  valuation  allowances  is  subject to review by the OTS,
which may  order the  establishment  of  additional  general  or  specific  loss
allowances.  A portion of general loss  allowances  established  to cover losses
related to assets  classified  as  substandard  or doubtful or to cover risks of
lending  in  general  may be  included  as part of an  institution's  regulatory
capital,  while  specific  allowances  generally  do not  qualify as  regulatory
capital.

         The  following  table sets  forth the  Company's  classified  assets in
accordance with its classification system:


                                                  At September 30, 2004
                                                  ---------------------
                                                      (In thousands)

          Special Mention..................                  $593
          Substandard......................                    36
          Doubtful.........................                    --
          Loss.............................                     4
                                                             ----
          Total............................                  $633
                                                             ====

         Approximately   $98,000  of   classified   assets  were   reflected  as
non-performing loans in the table in the prior section. Approximately $11,000 of
the allowance for loan losses is allocated to the above classified assets.

         ALLOWANCE  FOR LOAN LOSSES.  A provision  for loan losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in the Company's loan portfolio. Such evaluation, which includes a review of all
loans  of  which  full  collectibility  of  interest  and  principal  may not be
reasonably assured, considers the Company's past loan loss experience, known and
inherent  risks  in the  portfolio,  adverse  situations  that  may  affect  the
borrower's ability to repay, estimated value of any underlying  collateral,  any
existing guarantees,  past performance of the loan, available  documentation for
the loan, legal impediments to collection,  financial condition of the borrower,
and current economic conditions.

         Our methodology for analyzing the allowance for loan losses consists of
several components.  Specific allocations are made for loans that are determined
to be impaired.  A loan is considered to be impaired when it is probable that we
will be unable to collect all amounts due according to the contractual  terms of
the loan agreement. For such loans, a specific allowance is established when the
present value of expected future cash flows or the fair value of the collateral,
adjusted for selling expenses,  is less than the carrying value of the loan. The
general  allocation is determined by segregating the remaining loans into groups
by type and purpose of loan and  applying a loss factor to each group.  The loss
factor is based on inherent losses associated with each type of lending, as well
as  historical  loss  factors.   For  example,   losses  on  one-to-four  family
residential loans are generally lower than consumer or commercial loans. We

                                      -11-

<PAGE>

also look at the level of our allowance in proportion to nonperforming loans and
total loans. We have  established an overall ratio range that we have determined
is prudent  based on historical  and industry  data.  An  unallocated  allowance
represents  the  excess  of  the  total  allowance,  determined  to  be  in  the
established range, over the specific and general allocations.

         The Company has used the same methodology in analyzing its allowance in
each of the periods  presented.  The  increase in the  allowance  in each of the
periods is primarily attributable to the increase in the loan portfolio balance,
which  increased to $64.9 million at September  30, 2004,  from $46.1 million at
September 30, 2002.  In 2004 we increased  the loss factor  applied to each loan
group to calculate  the amount of the general  allocation.  The reasons for this
include a shift in the  composition  of the loan  portfolio to a higher level of
commercial real estate,  construction and land, and multifamily loans as well as
several factors  related to the economy and the local real estate market,  where
the  majority  of our  loans are  concentrated.  A shift in the  portfolio  from
one-to-four   family  residential  loans  to  other  types  of  residential  and
commercial loans leads to an inherent  increase in credit risk based on the type
of loans.  The  allowance  for loan  losses was 0.76%,  0.85% and 0.89% of total
loans  outstanding  at September 30, 2004,  September 30, 2003 and September 30,
2002, respectively.

         The  Company  charges  off loans when  collectibility  is  sufficiently
questionable  such that we can no longer justify showing the loan as an asset on
the balance  sheet.  To  determine if a loan should be charged off, all possible
sources of repayment are  analyzed.  Possible  sources of repayment  include the
value of the underlying collateral,  the strength of co-makers or guarantors and
the potential for future cash flow. If management  determines that a loan should
be  charged  off,  a  recommendation  is  presented  to the Board of  Directors.
Collection  efforts  continue  after a loan has  been  charged  off to  maximize
recovery of charged off amounts.

         Management  will  continue  to review  the  entire  loan  portfolio  to
determine the extent, if any, to which further additional loss provisions may be
deemed necessary. While we believe that we use the best information available to
perform our loan loss  allowance  analysis,  adjustments to the allowance in the
future may be  necessary.  Changes in underlying  estimates  could result in the
requirement for additional  provisions for loan losses.  For example,  a rise in
delinquency  rates may cause us to increase the reserve  percentages we apply to
loan groups for  purposes of  calculating  general  allocations,  or may require
additional  specific  allocations for impaired  loans. In addition,  actual loan
losses may be significantly more than the reserves we have established.  Each of
these scenarios would require the addition of additional provisions, which could
have a material negative effect on our financial results.

                                      -12-

<PAGE>

         The  following  table  sets  forth  information  with  respect  to  the
Company's allowance for loan losses for the periods indicated:

<TABLE>
<CAPTION>
                                                                 Year Ended September 30,
                                                           ----------------------------------
                                                              2004         2003         2002
                                                           --------     --------     --------
                                                                (Dollars in thousands)
<S>                                                      <C>          <C>          <C>
Total loans outstanding(1) .............................   $ 64,867     $ 55,835     $ 46,140
                                                           ========     ========     ========
Average loans outstanding ..............................   $ 59,645     $ 51,466     $ 45,579
                                                           ========     ========     ========
Allowance balances (at beginning of period) ............   $    473     $    409     $    315
                                                           --------     --------     --------
Charge-offs:
  Consumer .............................................         (7)          (7)          (5)
Recoveries:
  Consumer .............................................          3           11            3
                                                           --------     --------     --------
  Net charge-offs ......................................         (4)           4           (2)
Provisions .............................................         22           60           96
                                                           --------     --------     --------
Allowance balance (at end of period) ...................   $    491     $    473     $    409
                                                           ========     ========     ========
Allowance for loan losses as a percent of total loans...
   outstanding .........................................       0.76%        0.85 %       0.89%
                                                           ========     ========     ========
Net charge-offs as a percentage of average loans
   outstanding .........................................       0.01%       (0.01)%       0.00%
                                                           ========     ========     ========
</TABLE>

--------------
(1)  Excludes allowance for loan losses.

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

         The  following  table sets forth the  allocation  of the  allowance  by
category,  which  management  believes can be allocated  only on an  approximate
basis.  The  allocation  of the  allowance to each  category is not  necessarily
indicative  of future loss and does not  restrict  the use of the  allowance  to
absorb losses in any category.

<TABLE>
<CAPTION>
                                                                At September 30,
                                ---------------------------------------------------------------------------------------
                                        2004                          2003                           2002
                                -------------------------    --------------------------   -----------------------------
                                             Percent of                    Percent of                      Percent of
                                            Loans in Each                 Loans in Each                  Loans in Each
                                             Category to                   Category to                    Category to
                                Amount       Total Loans    Amount         Total Loans     Amount         Total Loans
                                ------       -----------    ------         -----------     ------         -----------
                                                               (Dollars in thousands)
<S>                            <C>            <C>          <C>              <C>           <C>              <C>
One-to-four family (1).....      $258           74.67%       $190             84.20%        $152             85.29%
Multi-family...............        13            1.76           2              0.34            1              0.20
Construction and land......        19            4.93           5              0.89            7              1.51
Commercial real estate.....       115           15.82          60             10.70           37              7.95
Commercial.................        17            2.30          17              3.07           17              3.76
Consumer...................        22            0.52           6              0.80            8              1.29
Unallocated................        47              --         193                --          187                --
                                 ----          ------        ----            ------         ----            ------
  Total....................      $491          100.00%       $473            100.00%        $409            100.00%
                                 ====          ======        ====            ======         ====            ======
</TABLE>
-----------
(1) Includes home equity loans.


                                      -13-

<PAGE>

INVESTMENT ACTIVITIES

         The  Company  is  required  under  federal  regulation  to  maintain  a
sufficient level of liquid assets (including specified short-term securities and
certain other investments), as determined by management and defined and reviewed
for adequacy by the OTS during its regular examinations.  The OTS, however, does
not prescribe by regulation a minimum amount or percentage of liquid assets. The
level of liquid assets varies depending upon several factors, including: (i) the
yields  on  investment  alternatives,  (ii)  management's  judgment  as  to  the
attractiveness of the yields then available in relation to other  opportunities,
(iii) expectation of future yield levels,  and (iv) management's  projections as
to the  short-term  demand  for funds to be used in loan  origination  and other
activities.  Investment securities,  including mortgage-backed  securities,  are
classified  at the time of  purchase,  based upon  management's  intentions  and
abilities, as securities held to maturity or securities available for sale. Debt
securities  acquired  with  the  intent  and  ability  to hold to  maturity  are
classified  as held to  maturity  and  are  stated  at  cost  and  adjusted  for
amortization  of premiums and accretion of discounts,  which are computed  using
the level yield method and  recognized as adjustments  of interest  income.  All
other debt securities are classified as available for sale to serve  principally
as a source of liquidity.  At September 30, 2004,  the Company had no securities
of a single  issuer,  excluding  U.S.  government  and agency  securities,  that
exceeded 10% of stockholder's equity.

         Current  regulatory  and  accounting  guidelines  regarding  investment
securities  (including  mortgage-backed  securities)  require  us  to categorize
securities  as "held to  maturity,"  "available  for sale" or  "trading."  As of
September  30, 2004,  we had  securities  classified  as "held to maturity"  and
"available  for  sale"  in  the  amount  of  $1.0  million  and  $24.2  million,
respectively,   and  had  no  securities  classified  as  "trading."  Securities
classified as "available for sale" are reported for financial reporting purposes
at the fair  market  value with net  changes in the market  value from period to
period included as a separate  component of stockholders'  equity, net of income
taxes. At September 30, 2004, our securities available for sale had an amortized
cost of $24.0 million and market value of $24.2  million.  The changes in market
value in our available for sale portfolio  reflect normal market  conditions and
vary,  either  positively or negatively,  based  primarily on changes in general
levels  of market  interest  rates  relative  to the  yields  of the  portfolio.
Additionally,  changes in the market value of  securities  available for sale do
not  affect  our income  nor does it affect  the  Company's  regulatory  capital
requirements or its loan-to-one borrower limit.

         At September  30,  2004,  the  Company's  investment  portfolio  policy
allowed investments in instruments such as: (i) U.S. Treasury obligations,  (ii)
U.S.  federal  agency or federally  sponsored  agency  obligations,  (iii) local
municipal   obligations,   (iv)   mortgage-backed   securities,   (v)   banker's
acceptances,  (vi)  certificates of deposit,  (vii)  investment  grade corporate
bonds,  and  (viii)  commercial  paper.  The Board of  Directors  may  authorize
additional investments.

         As a source  of  liquidity  and to  supplement  the  Company's  lending
activities,  we  have  invested  in  residential   mortgage-backed   securities.
Mortgage-backed  securities can serve as collateral for borrowings and,  through
repayments,  as a source of liquidity.  Mortgage-backed  securities  represent a
participation  interest in a pool of  single-family  or other type of mortgages.
Principal  and  interest  payments  are passed  from the  mortgage  originators,
through  intermediaries  (generally  quasi-governmental  agencies) that pool and
repackage the  participation  interests in the form of securities,  to investors
like us. The quasi- governmental agencies, which include Ginnie Mae, Freddie Mac
and Fannie Mae, guarantee the payment of principal and interest to investors.

         Mortgage-backed  securities  typically are issued with stated principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest rates that are within a set range and have

                                      -14-

<PAGE>

varying  maturities.  The underlying pool of mortgages can be composed of either
fixed rate or adjustable  rate mortgage  loans.  Mortgage-backed  securities are
generally  referred to as mortgage  participation  certificates  or pass-through
certificates.  The interest rate risk  characteristics of the underlying pool of
mortgages  (i.e.,  fixed rate or adjustable  rate) and the prepayment  risk, are
passed on to the certificate holder. The life of a mortgage-backed  pass-through
security is equal to the life of the underlying  mortgages.  Expected maturities
will differ from contractual  maturities due to repayments and because borrowers
may have the  right to call or prepay  obligations  with or  without  prepayment
penalties.  Mortgage-backed  securities  issued by Ginnie Mae,  Freddie Mac, and
Fannie Mae make up a majority of the pass-through certificates market.

         The Company  also  invests in  mortgage-related  securities,  primarily
collateralized mortgage obligations,  issued or sponsored by Ginnie Mae, Freddie
Mac,  and  Fannie  Mae,  as well as  private  issuers.  Collateralized  mortgage
obligations are a type of debt security that  aggregates  pools of mortgages and
mortgage-backed  securities  and  creates  different  classes of  collateralized
mortgage   obligation   securities  with  varying  maturities  and  amortization
schedules as well as a residual interest,  with each class having different risk
characteristics.  The cash  flows from the  underlying  collateral  are  usually
divided into "tranches" or classes whereby  tranches have descending  priorities
with  respect to the  distribution  of principal  and interest  repayment of the
underlying  mortgages and mortgage-backed  securities as opposed to pass through
mortgage-backed  securities  where  cash flows are  distributed  pro rata to all
security  holders.  Unlike  mortgage-backed  securities  from which cash flow is
received and prepayment risk is shared pro rata by all securities holders,  cash
flows   from   the   mortgages   and   mortgage-backed   securities   underlying
collateralized  mortgage obligations are paid in accordance with a predetermined
priority  to  investors   holding   various   tranches  of  such  securities  or
obligations.  A particular  tranche or class may carry prepayment risk which may
be  different  from  that  of the  underlying  collateral  and  other  tranches.
Collateralized  mortgage  obligations  attempt  to  moderate  reinvestment  risk
associated  with   conventional   mortgage-backed   securities   resulting  from
unexpected prepayment activity.

         INVESTMENT PORTFOLIO. The following table sets forth the carrying value
of the Company's investment securities portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                                       At September 30,
                                                             ---------------------------------
                                                               2004         2003         2002
                                                             -------      -------      -------
                                                                       (In thousands)
<S>                                                        <C>          <C>          <C>
Investment securities held-to-maturity:
  U.S. government and agency securities....................  $   175      $   260      $   546
  Corporate and municipal debt instruments.................      140          526          552
  Mortgage-backed securities (1)...........................      664        1,016        1,982
                                                             -------      -------      -------
       Total investment securities held-to-maturity........      979        1,802        3,080
                                                             -------      -------      -------
Investment securities available-for-sale:
  U.S. government and agency securities....................   17,520       15,656       11,071
  Fannie Mae stock.........................................       25           28           24
  Mortgage-backed securities...............................    6,627        8,200       12,048
                                                             -------      -------      -------
       Total investment securities available for sale......   24,172       23,884       23,143
                                                             -------      -------      -------
Total investment securities................................  $25,151      $25,686      $26,223
                                                             =======      =======      =======
</TABLE>

----------------
(1)  Includes  collateralized  mortgage  obligations  of $100,000,  $217,000 and
     $674,000 at September 30, 2004, 2003 and 2002, respectively.

                                      -15-

<PAGE>

         The  following  table  sets forth  certain  information  regarding  the
carrying  values,  weighted  average  yields and  contractual  maturities of the
Company's  investment and mortgage-backed  securities portfolio at September 30,
2004.

<TABLE>
<CAPTION>
                                                                    At September 30, 2004 (1)
                                 ---------------------------------------------------------------------------------------------------
                                                                                                                      Total
                                 One Year or Less   One to Five Years Five to Ten Years  More Than Ten Years  Investment Securities
                                 ----------------   ----------------- -----------------  ------------------- -----------------------
                                 Carrying  Average  Carrying  Average Carrying   Average  Carrying  Average  Carrying Average Market
                                   Value    Yield     Value    Yield    Value     Yield     Value    Yield     Value   Yield  Value
                                   -----    -----     -----    -----    -----     -----     -----    -----     -----   -----  -----
                                                                     (Dollars in thousands)
<S>                              <C>      <C>    <C>        <C>     <C>       <C>       <C>        <C>   <C>       <C>    <C>
Investment securities
held-to-maturity:
  U.S. government and
     agency securities..........  $ --       --%  $    --      --%   $  175     2.55%    $   --       --%  $  175   2.55%  $   178
  Corporate and municipal
     debt instruments(2)........   140     1.25        --      --        --       --         --       --      140   1.25       140
  Mortgage-backed securities....     2     7.00       133    4.42        --       --        529     4.43      664   4.43       678
                                  ----     ----   -------    ----    ------     ----     ------     ----  -------   ----   -------
       Total investment
         securities held-to-
         maturity ..............   142     1.33       133    4.42       175     2.55        529     4.43      979   3.64       996
                                  ----     ----   -------    ----    ------     ----     ------     ----  -------   ----   -------
Investment securities
available for sale:
  U.S. government and
     agency securities..........   500     2.28    16,515    3.18       505     4.00         --       --   17,520   3.18    17,520
  Mortgage-backed securities....    --       --     1,054    4.92     1,970     4.10      3,603     3.55    6,627   3.93     6,627
                                  ----     ----   -------    ----    ------     ----     ------     ----  -------   ----   -------
       Total investment
         securities available-
         for-sale...............   500     2.28    17,569    3.29     2,475     4.08      3,603     3.55   24,147   3.39    24,147
                                  ----     ----   -------    ----    ------     ----     ------     ----  -------   ----   -------

  Total investment securities...  $642     2.07%  $17,702    3.30%   $2,650     3.98%    $4,132     3.66% $25,126   3.40%  $25,143
                                  ====     ====   =======    ====    ======     ====     ======     ====  =======   ====   =======
</TABLE>
-----------------
(1)  The table  does not  include  Fannie  Mae  stock,  which is  classified  as
     available-for-sale.  See "-- Investment Portfolio."
(2)  Tax-exempt interest is not presented on a taxable equivalent basis.

                                      -16-

<PAGE>

SOURCES OF FUNDS

         GENERAL.  Deposits are the major external source of the Company's funds
for lending and other investment  purposes.  The Company also derives funds from
the  amortization  and  prepayment  of  loans  and  mortgage-backed  securities,
maturities  and calls of  investment  securities,  borrowings,  and  operations.
Scheduled  loan principal  repayments  are a relatively  stable source of funds,
while deposit  inflows and outflows,  loan  prepayments  and security  calls are
significantly influenced by general interest rates and market conditions.

         DEPOSITS.  Consumer and commercial  deposits are attracted  principally
from  within the  Company's  primary  market  area  through  the  offering  of a
selection of deposit instruments including checking accounts,  savings accounts,
money market accounts, and term certificate accounts. Deposit account terms vary
according to the minimum balance required, the time period the funds must remain
on deposit,  and the interest rate, among other factors.  At September 30, 2004,
the Company had no brokered deposits.

         CERTIFICATES  OF DEPOSIT.  The following  table indicates the amount of
the Company's  certificates of deposit of $100,000 or more by the time remaining
until maturity as of September 30, 2004.


                                                            Certificates
                                                             of Deposit
                                                             ----------
Maturity Period                                            (In thousands)
---------------
Within three months....................................         $  753
Over three months through six months...................            903
Over six months through twelve months..................            757
Over twelve months.....................................          1,455
                                                                ------
                                                                $3,868
                                                                ======

BORROWINGS

         The Company may obtain  advances from the Federal Home Loan Bank of New
York ("FHLB") to supplement its supply of lendable funds. Advances from the FHLB
are  typically  secured  by a pledge  of the  Company's  stock in the FHLB and a
portion of the Company's  mortgage  loan and  securities  portfolios.  Each FHLB
borrowing has its own interest rate,  which may be fixed or variable,  and range
of  maturities.  The Company,  if the need  arises,  may also access the Federal
Reserve Bank discount  window to supplement  its supply of lendable funds and to
meet deposit withdrawal  requirements.  At September 30, 2004, the Company had a
$1,000,000,  4.41%, fixed-rate advance outstanding with a maturity date of July,
2009.

                                      -17-

<PAGE>

         The following  table sets forth the maximum  month-end  balance and the
average balance of short- term FHLB advances for the periods indicated.

<TABLE>
<CAPTION>

                                               At or for the Year Ended September 30,
                                               --------------------------------------
                                                   2004         2003          2002
                                                   ----         ----          ----
                                                      (Dollars in thousands)
<S>                                             <C>          <C>           <C>
  Average balance outstanding.................   $  723       $    9        $  271
  Maximum balance at end of any month.........    3,500        1,200         2,400
  Balance outstanding end of period...........       --        1,200            --
  Weighted average rate during period.........     1.26%        1.58%         1.85%
  Weighted average rate at end of period .....       --%        1.21%           --%
</TABLE>

PERSONNEL

         As of September 30, 2004, the Company had 22 full-time and 15 part-time
employees.  None of the  Company's  employees  are  represented  by a collective
bargaining  group. The Company believes that its relationship with its employees
is good.

                           REGULATION AND SUPERVISION

         Set forth below is a brief  description of certain laws which relate to
the regulation of the Bank and the Company.  The description does not purport to
be complete and is qualified in its entirety by reference to applicable laws and
regulations.

REGULATION OF THE BANK

         GENERAL. As a federally chartered,  Savings Association  Insurance Fund
("SAIF")  insured  savings  association,   the  Bank  is  subject  to  extensive
regulation by the OTS and the Federal Deposit  Insurance  Corporation  ("FDIC").
Lending  activities  and other  investments  must comply with  federal and state
statutory  and  regulatory  requirements.  The Bank is also  subject  to reserve
requirements of the Federal Reserve System.  Federal  regulation and supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.

         The  OTS  regularly   examines  the  Bank  and  prepares   reports  for
consideration by the Bank's Board of Directors on deficiencies, if any, found in
the Bank's operations. The Bank's relationship with its depositors and borrowers
is also  regulated by federal and state law,  especially  in such matters as the
ownership of savings  accounts  and the form and content of the Bank's  mortgage
documents.

         The Bank must file reports with the OTS  concerning  its activities and
financial condition, and must obtain regulatory approvals prior to entering into
certain  transactions  such as mergers with or  acquisitions  of other financial
institutions.  Any change in such  regulations,  whether by the OTS, the FDIC or
the United States  Congress,  could have a material  adverse impact on the Bank,
the Company, and their operations.

                                      -18-

<PAGE>

         FEDERAL DEPOSIT  INSURANCE.  The FDIC is an independent  federal agency
that insures the  deposits,  up to  prescribed  statutory  limits,  of federally
insured banks and savings  institutions  and safeguards the safety and soundness
of the banking and savings  industries.  Two separate  insurance funds, the Bank
Insurance  Fund  ("BIF") for  commercial  banks,  state  savings  banks and some
federal savings banks, and the Savings  Association  Insurance Fund ("SAIF") for
savings associations, are maintained and administered by the FDIC. The Bank is a
member of the SAIF and its deposit  accounts are insured by the FDIC,  up to the
prescribed  limits.  The  FDIC  has  examination   authority  over  all  insured
depository   institutions,   including   the  Bank,   and  has,   under  certain
circumstances,  authority  to initiate  enforcement  actions  against  federally
insured savings  institutions to safeguard  safety and soundness and the deposit
insurance fund.

         ASSESSMENTS.  For the deposit insurance  coverage provided by the FDIC,
the Bank pays assessments to the FDIC under a risk-based  assessment system that
takes into  account its capital and  supervisory  considerations.  The FDIC sets
assessments for deposits insured by the SAIF or the BIF to maintain the targeted
designated  reserve ratio in that fund.  In addition,  the FDIC is authorized to
levy emergency  special  assessments  on BIF and SAIF members.  The FDIC set the
annual deposit insurance assessment rates for SAIF-member  institutions for 2004
at 0% of insured  deposits for  well-capitalized  institutions  with the highest
supervisory  ratings to 0.27% of insured  deposits for institutions in the worst
risk  assessment   classification.   The  insurance  assessment  rate  for  most
SAIF-member institutions is currently 0%.

         In  addition,  all  FDIC-insured   institutions  are  required  to  pay
assessments  to the  FDIC to fund  interest  payments  on  bonds  issued  by the
Financing Corporation ("FICO"), an agency of the Federal government  established
to recapitalize  the predecessor to the SAIF. The FICO assessment  rates,  which
are determined  quarterly,  averaged 0.0152% of insured deposits in fiscal 2004.
These assessments will continue until the FICO bonds mature in 2017.

         REGULATORY  CAPITAL  REQUIREMENTS.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of adjusted  total  assets,  (2) Tier 1, or "core,"  capital equal to at
least 4% (3% if the institution  has received the highest  rating,  "composite 1
CAMELS,"  on its most recent  examination)  of adjusted  total  assets,  and (3)
risk-based capital equal to 8% of total risk- weighted assets.

         Tangible capital is defined as core capital less all intangible  assets
(including  supervisory  goodwill),  less certain mortgage  servicing rights and
less certain investments. Core capital is defined as common stockholders' equity
(including  retained  earnings),  noncumulative  perpetual  preferred  stock and
minority interests in the equity accounts of consolidated subsidiaries,  certain
nonwithdrawable accounts and pledged deposits of mutual savings associations and
qualifying supervisory goodwill,  less nonqualifying  intangible assets, certain
mortgage servicing rights,  certain  investments and unrealized gains and losses
on certain available-for-sale securities.

         The risk-based capital standard for savings  institutions  requires the
maintenance of total  risk-based  capital (which is defined as core capital plus
supplementary  capital)  of  8%  of  risk-weighted  assets.  The  components  of
supplementary capital include, among other items, cumulative perpetual preferred
stock,  perpetual  subordinated debt, mandatory  convertible  subordinated debt,
intermediate-term  preferred  stock,  and the portion of the  allowance for loan
losses not  designated  for  specific  loan  losses (up to a maximum of 1.25% of
risk-weighted  assets) and up to 45% of unrealized  gains on equity  securities.
Overall,  supplementary  capital is limited to 100% of core  capital.  A savings
association  must calculate its  risk-weighted  assets by multiplying each asset
and off-balance sheet item by various risk factors as

                                      -19-

<PAGE>

determined  by the OTS,  which  range  from 0% for  cash to 100% for  delinquent
loans,  property  acquired  through  foreclosure,  commercial  loans,  and other
assets.

         DIVIDEND AND OTHER CAPITAL  DISTRIBUTION  LIMITATIONS.  The OTS imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions including cash dividends.

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company, such as the Bank, must file an application or a notice with the
OTS at least 30 days before making a capital distribution. A savings association
is not  required  to file  an  application  for  permission  to  make a  capital
distribution  and need only file a notice if the following  conditions  are met:
(1) it is eligible for expedited  treatment under OTS regulations,  (2) it would
remain adequately  capitalized after the distribution,  (3) the annual amount of
its capital distributions does not exceed net income for that year to date added
to  retained  net  income  for  the two  preceding  years,  and (4) the  capital
distribution  would not violate any  agreements  between the OTS and the savings
association  or any OTS  regulations.  Any  other  situation  would  require  an
application to the OTS.

         In addition, the OTS could prohibit a proposed capital distribution if,
after  making the  distribution,  which  would  otherwise  be  permitted  by the
regulation,  the OTS determines that the distribution would constitute an unsafe
or unsound practice.

         A federal  savings  institution  is  prohibited  from  making a capital
distribution if, after making the distribution, the savings institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

         QUALIFIED  THRIFT  LENDER  TEST.  Savings   institutions  must  meet  a
qualified  thrift  lender  ("QTL")  test or they become  subject to the business
activity  restrictions  and branching  rules  applicable to national  banks.  To
qualify as a QTL, a savings  institution  must  either (i) be deemed a "domestic
building and loan association" under the Internal Revenue Code by maintaining at
least 60% of its total  assets in  specified  types of assets,  including  cash,
certain  government  securities,  loans  secured by and other assets  related to
residential real property,  educational loans and investments in premises of the
institution or (ii) satisfy the statutory QTL test set forth in the Home Owners'
Loan Act by  maintaining  at least  65% of its  "portfolio  assets"  in  certain
"Qualified Thrift  Investments"  (defined to include  residential  mortgages and
related equity investments,  certain mortgage-related securities, small business
loans,  student  loans and  credit  card  loans,  and 50% of  certain  community
development loans). For purposes of the statutory QTL test, portfolio assets are
defined  as  total  assets  minus  intangible  assets,   property  used  by  the
institution in conducting its business,  and liquid assets equal to 10% of total
assets.  A savings  institution  must  maintain its status as a QTL on a monthly
basis in at least nine out of every 12 months.  As of September  30,  2004,  the
Bank was in compliance with its QTL requirement.

         FEDERAL HOME LOAN BANK SYSTEM.  The Bank is a member of the FHLB of New
York,  which is one of 12  regional  FHLBs that  administer  the home  financing
credit  function  of  savings  associations.  Each FHLB  serves as a reserve  or
central bank for its members within its assigned region.  It is funded primarily
from  proceeds  derived from the sale of  consolidated  obligations  of the FHLB
System.  It makes loans to members (i.e.,  advances) in accordance with policies
and procedures established by the Board of Directors of the FHLB.

                                      -20-

<PAGE>

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of New York in an amount equal to the greater of 1% of its aggregate unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the beginning of each year, or 5% of its outstanding advances.

         FEDERAL  RESERVE  SYSTEM.  The  Federal  Reserve  System  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements imposed by the Federal Reserve System may be used
to satisfy the liquidity  requirements that are imposed by the OTS. At September
30, 2004, the Bank was in compliance with these requirements.

REGULATION OF ROEBLING FINANCIAL CORP, INC.

         GENERAL.  Roebling  Financial Corp, Inc., is a savings and loan holding
company,  subject to regulation and supervision by the OTS. In addition, the OTS
has enforcement authority over Roebling Financial Corp, Inc. and any non-savings
institution  subsidiaries.   This  permits  the  OTS  to  restrict  or  prohibit
activities  that it  determines  to be a serious  risk to  Roebling  Bank.  This
regulation is intended  primarily for the  protection of the  depositors and not
for the benefit of stockholders of Roebling Financial Corp, Inc.

         ACTIVITIES  RESTRICTIONS.  As a savings and loan holding company formed
after May 4, 1999, Roebling Financial Corp, Inc. is not a grandfathered  unitary
savings and loan  holding  company  under the  Gramm-Leach-Bliley  Act (the "GLB
Act").  As  a  result,   Roebling  Financial  Corp,  Inc.  and  its  non-savings
institution subsidiaries are subject to statutory and regulatory restrictions on
their  business  activities.  Under the Home Owners' Loan Act, as amended by the
GLB Act,  the  non-banking  activities  of Roebling  Financial  Corp,  Inc.  are
restricted  to certain  activities  specified by OTS  regulation,  which include
performing  services  and  holding  properties  used  by a  savings  institution
subsidiary,  activities  authorized for savings and loan holding companies as of
March 5, 1987, and non-banking activities permissible for bank holding companies
pursuant to the Bank Holding  Company Act of 1956 (the "BHC Act") or  authorized
for financial holding companies pursuant to the GLB Act. Furthermore, no company
may acquire control of Roebling Bank unless the acquiring  company was a unitary
savings and loan holding company on May 4, 1999 (or became a unitary savings and
loan holding company pursuant to an application  pending as of that date) or the
company is only engaged in activities  that are  permitted for multiple  savings
and loan holding  companies or for financial holding companies under the BHC Act
as amended by the GLB Act.

         MERGERS AND  ACQUISITIONS.  Roebling  Financial  Corp, Inc. must obtain
approval  from the OTS  before  acquiring  more than 5% of the  voting  stock of
another  savings  institution  or savings and loan holding  company or acquiring
such an institution or holding company by merger,  consolidation  or purchase of
its assets.  In evaluating an application  for Roebling  Financial Corp, Inc. to
acquire control of a savings  institution,  the OTS would consider the financial
and managerial  resources and future prospects of Roebling  Financial Corp, Inc.
and the target  institution,  the effect of the  acquisition  on the risk to the
insurance  funds, the convenience and the needs of the community and competitive
factors.

         THE USA PATRIOT ACT. In response to the events of  September  11, 2001,
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, or the USA Patriot Act, was signed
into law on October 26, 2001.  The USA Patriot Act gives the federal  government
new powers to address  terrorist  threats  through  enhanced  domestic  security
measures,  expanded  surveillance  powers,  increased  information  sharing  and
broadened anti-money

                                      -21-

<PAGE>

laundering requirements. By way of amendments to the Bank Secrecy Act, Title III
of the USA Patriot Act takes measures intended to encourage  information sharing
among bank regulatory  agencies and law  enforcement  bodies.  Further,  certain
provisions  of Title III  impose  affirmative  obligations  on a broad  range of
financial  institutions,  including banks,  thrifts,  brokers,  dealers,  credit
unions,  money  transfer  agents  and  parties  registered  under the  Commodity
Exchange Act.

         Among other requirements,  Title III of the USA Patriot Act imposes the
following requirements with respect to financial institutions:

         o        Pursuant  to Section  352,  all  financial  institutions  must
                  establish  anti-money  laundering  programs that  include,  at
                  minimum: (i) internal policies, procedures, and controls; (ii)
                  specific  designation of an anti-money  laundering  compliance
                  officer; (iii) ongoing employee training programs; and (iv) an
                  independent  audit function to test the anti-money  laundering
                  program.

         o        Section 326  authorizes  the  Secretary of the  Department  of
                  Treasury, in conjunction with other bank regulators,  to issue
                  regulations that provide for minimum standards with respect to
                  customer identification at the time new accounts are opened.

         o        Section 312 requires  financial  institutions  that establish,
                  maintain,  administer or manage  private  banking  accounts or
                  correspondence  accounts in the United  States for  non-United
                  States  persons or their  representatives  (including  foreign
                  individuals   visiting   the  United   States)  to   establish
                  appropriate,  specific,  and,  where  necessary,  enhanced due
                  diligence policies, procedures and controls designed to detect
                  and report money laundering.

         o        Effective  December  25,  2001,  financial   institutions  are
                  prohibited from  establishing,  maintaining,  administering or
                  managing   correspondent  accounts  for  foreign  shell  banks
                  (foreign  banks  that do not have a physical  presence  in any
                  country),  and  will be  subject  to  certain  record  keeping
                  obligations with respect to correspondent  accounts of foreign
                  banks.

         o        Bank  regulators are directed to consider a holding  company's
                  effectiveness  in combating  money  laundering  when ruling on
                  Federal Reserve Act and Bank Merger Act applications.

         The  federal  banking  agencies  have  begun to propose  and  implement
regulations  pursuant  to the  USA  Patriot  Act.  These  proposed  and  interim
regulations  would  require  financial  institutions  to adopt the  policies and
procedures contemplated by the USA Patriot Act.

         SARBANES-OXLEY ACT OF 2002. On July 30, 2002, the President signed into
law the  Sarbanes-Oxley Act of 2002 (the "Act"),  which implemented  legislative
reforms intended to address  corporate and accounting  fraud. In addition to the
establishment of a new accounting  oversight board to enforce auditing,  quality
control and independence standards and which is funded by fees from all publicly
traded companies,  the Act places certain  restrictions on the scope of services
that may be provided by accounting  firms to their public company audit clients.
Any  non-audit  services  being  provided to a public  company audit client will
require preapproval by the company's audit committee. In addition, the Act makes
certain changes to the requirements for partner rotation after a period of time.
The Act requires chief executive officers and chief financial officers, or their
equivalent,  to certify  to the  accuracy  of  periodic  reports  filed with the
Securities and Exchange  Commission,  subject to civil and criminal penalties if
they knowingly or willingly violate this certification requirement. In addition,
under the Act, counsel is required to report

                                      -22-

<PAGE>

evidence of a material violation of the securities laws or a breach of fiduciary
duty by a company to its chief  executive  officer or its chief  legal  officer,
and, if such officer does not appropriately  respond, to report such evidence to
the audit committee or other similar  committee of the board of directors or the
board itself.

         Under the Act,  longer prison terms apply to corporate  executives  who
violate federal  securities laws; the period during which certain types of suits
can be brought against a company or its officers is extended; and bonuses issued
to top executives prior to restatement of a company's  financial  statements are
now subject to disgorgement if such restatement was due to corporate misconduct.
Executives  are also  prohibited  from insider  trading during  retirement  plan
"blackout"  periods,  and  loans to  company  executives  (other  than  loans by
financial   institutions   permitted  by  federal  rules  and  regulations)  are
restricted.  In addition, a provision directs that civil penalties levied by the
Securities and Exchange Commission as a result of any judicial or administrative
action under the Act be deposited to a fund for the benefit of harmed investors.
The Federal  Accounts  for  Investor  Restitution  provision  also  requires the
Securities and Exchange  Commission to develop  methods of improving  collection
rates.  The  legislation  accelerates  the time frame for  disclosures by public
companies,  as they must  immediately  disclose  any  material  changes in their
financial  condition or operations.  Directors and executive  officers must also
provide  information  for most changes in  ownership  in a company's  securities
within two business days of the change.

         The  Act  also  increases  the  oversight  of,  and  codifies   certain
requirements  relating  to audit  committees  of public  companies  and how they
interact with the company's "registered public accounting firm." Audit Committee
members must be independent and are absolutely barred from accepting consulting,
advisory or other compensatory fees from the issuer. In addition, companies must
disclose  whether at least one member of the  committee is a "financial  expert"
(as such term is defined by the Securities and Exchange  Commission) and if not,
why not. Under the Act, a company's  registered  public  accounting firm will be
prohibited from performing  statutorily mandated audit services for a company if
such company's chief executive officer,  chief financial  officer,  comptroller,
chief accounting officer or any person serving in equivalent  positions had been
employed by such firm and  participated  in the audit of such company during the
one-year period  preceding the audit initiation date. The Act also prohibits any
officer  or  director  of a  company  or any other  person  acting  under  their
direction from taking any action to fraudulently influence,  coerce,  manipulate
or mislead  any  independent  accountant  engaged in the audit of the  company's
financial  statements  for the purpose of  rendering  the  financial  statements
materially  misleading.  The Act  also  requires  the  Securities  and  Exchange
Commission to prescribe rules requiring inclusion of any internal control report
and  assessment  by management  in the annual  report to  shareholders.  The Act
requires the company's  registered  public accounting firm that issues the audit
report to  attest to and  report on  management's  assessment  of the  company's
internal controls.

         We anticipate that we will incur  additional  expense in complying with
the provisions of the Sarbanes-Oxley Act and the resulting regulations.

                                      -23-

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY
-------  -----------------------

         (a) PROPERTIES. The following table sets forth the location of our main
office and branch offices,  the year the offices were opened, the net book value
of each office and per branch deposits at each office.


                                                      Net Book         Branch
                                                      Value at      Deposits at
                         Year Facility   Leased or  September 30,  September 30,
Office Location              Opened        Owned         2004           2004
---------------              ------        -----         ----           ----
                                                           (In thousands)
Main Office
Route 130 South and           1964         Owned         $908         $41,867
Delaware Avenue
Roebling, NJ

Village Office
34 Main Street                1922         Owned           75           9,909
Roebling, NJ

New Egypt Office
8 Jacobstown Road             1998         Owned          648          28,041
New Egypt, NJ


Loan Center
761 Delaware Avenue           2000      Leased (1)         31             n/a
Roebling, NJ

-------------
(1)  Lease expires February 2005.

         We plan to relocate our loan center in 2005 to an  already-leased  site
in Westampton  Township,  Burlington  County.  We also intend to centralize  our
back-office and administrative operations at this new site, as well as operate a
retail banking facility.

         The Bank has entered  into an  agreement  to acquire a 2.5 acre site in
Delran  Township,  Burlington  County for $500,000 for the construction on a new
branch. The purchase is contingent on the receipt of certain variances and other
approvals from Burlington County.

         (b) INVESTMENT  POLICIES.  See "Item 1.  Description of Business" above
for a  general  description  of the  Registrant's  investment  policies  and any
regulatory or Board of Directors'  percentage  of assets  limitations  regarding
certain  investments.  The  Registrant's  investments are primarily  acquired to
produce income, and to a lesser extent, possible capital gain.

                  (1)  INVESTMENTS  IN REAL ESTATE OR  INTERESTS IN REAL ESTATE.
See "Item 1. Description of Business - Lending Activities" and " - Regulation of
the Bank," and "Item 2. Description of Property."

                  (2)  INVESTMENTS  IN  REAL  ESTATE  MORTGAGES.  See  "Item  1.
Description of Business - Lending Activities" and " - Regulation of the Bank."

                  (3) SECURITIES OF OR INTERESTS IN PERSONS PRIMARILY ENGAGED IN
REAL  ESTATE  ACTIVITIES.  See  "Item  1.  Description  of  Business  -  Lending
Activities" and " - Regulation of the Bank."

                                      -24-

<PAGE>

         (c) DESCRIPTION OF REAL ESTATE AND OPERATING DATA. Not Applicable.

ITEM 3.  LEGAL PROCEEDINGS
-------  -----------------

         Roebling Financial Corp, Inc. and its subsidiaries,  from time to time,
are a party  to  routine  litigation,  which  arises  in the  normal  course  of
business,  such  as  claims  to  enforce  liens,   condemnation  proceedings  on
properties in which Roebling Bank holds security interests, claims involving the
making and servicing of real property  loans,  and other issues  incident to the
business  of  Roebling  Bank.  There  were no  lawsuits  pending  or known to be
contemplated  against us at September 30, 2004 that would have a material effect
on our operations or income.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------  ---------------------------------------------------

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------  --------------------------------------------------------

         (a) MARKET FOR  COMMON  EQUITY.  The  information  contained  under the
section  captioned "Stock Market  Information" of the Company's Annual Report to
Stockholders  for the fiscal year ended September 30, 2004 (the "Annual Report")
is incorporated herein by reference.

         (b) USE OF PROCEEDS.  On August 12, 2004,  the  Securities and Exchange
Commission  declared  the  Registrant's  Registration  Statement  on  Form  SB-2
(Commission File No. 333-116312)  effective.  The Registration Statement covered
the issuance by the  Registrant  of up to 1,818,438  shares of its common stock,
$.10 par value, in connection with the second step conversion and reorganization
(the  "Reorganization") of Roebling Financial Corp., MHC (the "MHC"),  including
up to 913,780  shares to be offered to the public and up to 779,020 shares to be
issued in exchange  for shares of the MHCs  mid-tier  subsidiary  stock  holding
company,  Roebling  Financial Corp, Inc. (the "Mid-Tier Holding  Company").  The
offering  to the  public was  commenced  on August 20,  2004 and  terminated  on
September  14, 2004.  The  Reorganization  was approved by the Mid-Tier  Holding
Company's  stockholders  and by the MHC's  members at special  meetings  held on
September 27, 2004. The  Reorganization was completed on September 30, 2004 with
910,764 shares sold to the public at $10.00 per share for aggregate  proceeds of
$9,107,640 and 776,639 shares issued in exchange for  outstanding  shares of the
Mid-Tier  Holding Company.  Unsold shares were removed from  registration by the
filing of a  post-effective  amendment  on December  10,  2004.  The  Registrant
estimates  that it incurred  approximately  $650,000 in expenses in the offering
(including  approximately  $160,000 in fees and  reimbursable  expenses  paid to
Keefe, Bruyette & Woods, Inc. for its services as marketing agent) for estimated
net proceeds of approximately  $8.5 million.  The Registrant used  approximately
50% of the net proceeds to acquire all of the shares of capital  stock issued by
the Bank in connection with the  Reorganization and used $776,000 to fund a loan
to its Employee Stock Ownership Plan. The Company  retained the remainder of the
proceeds  (approximately  $3.5  million)  for working  capital.  All payments of
proceeds  or  expenses  were made to  persons  other than  directors,  officers,
general  partners of the registrant or their  associates,  persons owning 10% or
more  of  any  class  of  securities  of the  Registrant  or  affiliates  of the
registrant.

         (c) ISSUER PURCHASES OF EQUITY SECURITIES. Not applicable.

                                      -25-

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-------  ---------------------------------------------------------

         The  information  contained  in  the  section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS
-------  --------------------

         The  Registrant's  consolidated  financial  statements are incorporated
herein by reference from the Annual Report.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
         FINANCIAL DISCLOSURE.
         ---------------------

         Not applicable.

ITEM 8A.  CONTROLS AND PROCEDURES.
--------  ------------------------

         (a)  Evaluation of disclosure  controls and  procedures.  The Company's
management  evaluated,  with the  participation of the Company's Chief Executive
Officer  and  Chief  Financial  Officer,  the  effectiveness  of  the  Company's
disclosure  controls and  procedures as of the end of the period covered by this
report. Based on this evaluation,  the Company's principal executive officer and
principal  financial  officer  have  concluded  that as of the end of the period
covered by this  Annual  Report on Form  10-KSB  such  disclosure  controls  and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the  Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods specified in Securities and Exchange Commission rules and forms.

         (b) Changes in internal  control over financial  reporting.  During the
last  quarter of the year  under  report,  there was no change in the  Company's
internal control over financial  reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

ITEM 8B.  OTHER INFORMATION.
--------  ------------------

         Not applicable.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
------- ------------------------------------------------------------------------
        WITH SECTION 16(a) OF THE EXCHANGE ACT
        --------------------------------------

         The  information  required  under this item is  incorporated  herein by
reference  to the  Proxy  Statement  for the 2005  Annual  Meeting  (the  "Proxy
Statement")  contained under the sections  captioned  "Section 16(a)  Beneficial
Ownership  Reporting  Compliance,"  "Proposal I - Election of Directors," and "-
Biographical Information." The Company has adopted a Code of Ethics that applies
to its principal  executive officer and principal  financial  officer. A copy of
the Company's Code of Ethics will be furnished,  without  charge,  to any person
who requests such copy by writing to the  Secretary,  Roebling  Financial  Corp,
Inc., Route 130 South and Delaware Avenue, Roebling, New Jersey 08554.

                                      -26-

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION
--------  ----------------------

         The  information  required by this item is incorporated by reference to
the  Proxy  Statement  contained  under  the  section  captioned  "Director  and
Executive Officer Compensation."

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------  ----------------------------------------------------------------------
          RELATED STOCKHOLDER MATTERS
          ---------------------------

         (a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

                  The information  required by this item is incorporated  herein
                  by reference from the section in the Proxy Statement captioned
                  "Principal Holders."

         (b)      SECURITY OWNERSHIP OF MANAGEMENT

                  The information  required by this item is incorporated  herein
                  by  reference  to  the  information  in  the  Proxy  Statement
                  contained under the section  captioned  "Proposal I - Election
                  of Directors."

         (c)      CHANGES IN CONTROL

                  Management of the Company knows of no arrangements,  including
                  any pledge by any person of  securities  of the  Company,  the
                  operation of which may at a subsequent date result in a change
                  in control of the Company.

         (d)      SECURITIES AUTHORIZED FOR ISSUANCE UNDER  EQUITY  COMPENSATION
                  PLANS

         Set forth below is information as of September 30, 2004 with respect to
compensation   plans  under  which  equity  securities  of  the  Registrant  are
authorized for issuance.


                                         EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                                             Number of securities
                                       Number of securities        Weighted-average        remaining available for
                                         to be issued upon        exercise price of         future issuance under
                                            exercise of              outstanding          equity compensation plans
                                       outstanding options,       options, warrants         (excluding securities
                                       warrants and rights           and rights           reflected in column (a))
                                       -------------------           ----------           ------------------------
<C>                                           <C>                     <C>                         <C>
Equity compensation plans
approved by shareholders:

1999 Stock Option Plan..............            37,284                  $3.595                      40,386

1999 Restricted Stock Plan..........            14,910                       0                      13,048

Equity compensation plans
not approved by
shareholders(1).....................                 0                       0                           0
                                                ------                  ------                      ------
     TOTAL.........................             52,194                  $3.595                      53,434
                                                ======                  ======                      ======
</TABLE>

----------
(1)  Not applicable.

                                      -27-

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

         The  information  required  by this  item  is  incorporated  herein  by
reference to the Proxy Statement  contained under the section captioned "Certain
Relationships and Related Transactions."

ITEM 13.  EXHIBITS
--------  --------

         List of Exhibits:
<TABLE>
<CAPTION>
<S>             <C>
          3.1     Certificate of Incorporation*
          3.2     Bylaws*
          4.0     Form of Stock Certificate**
         10.1+    Directors' Consolidation and Retirement Plan**
         10.2+    Roebling Bank Stock Option Plan***
         10.4+    Roebling Bank Restricted Stock Plan***
         10.5+    Employment Agreement between Janice A. Summers and Roebling Bank**
         10.6+    Employment Agreement between Frank. J. Travea, III and Roebling Bank**
         13       2004 Annual Report to Shareholders
         21       Subsidiaries
         23       Consent of Independent Auditors
         31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
         31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
         32       Section 1350 Certification
</TABLE>

------------
+    Management contract or compensatory plan or arrangement.

*    Incorporated  herein  by  reference  to the  Company's  Form 8-A  (File No.
     0-50969) filed with the Commission on September 30, 2004.

**   Incorporated herein by reference to the Company's Registration Statement on
     Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.

***  Incorporated  herein by reference to  Company's  Registration  Statement on
     Form S-8 (File No. 333- 119839)  filed with the  Commission  on October 20,
     2004.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------   --------------------------------------

         The   information   set  forth  under  the  caption   "Proposal  II  --
Ratification  of Independent  Auditors" in the Proxy  Statement is  incorporated
herein by reference.

                                      -28-

<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized as of December 28, 2004.


                                ROEBLING FINANCIAL CORP, INC.


                                By:        /s/Frank J. Travea, III
                                           -------------------------------------
                                           Frank J. Travea, III
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

         In accordance  with the Exchange Act, this report has been signed below
by the  following  persons  on behalf of the  Registrant  and in the  capacities
indicated as of December 28, 2004.


<TABLE>
<CAPTION>
<S>                                     <C>

/s/ John J. Ferry                          /s/ Frank J. Travea, III
-------------------------------------      ------------------------------------------------
Chairman of the Board                      President and Chief Executive Officer
                                           (Principal Executive Officer)

/s/George Nyikita                          /s/Mark V. Dimon
-------------------------------------      ------------------------------------------------
George Nyikita                             Mark V. Dimon
Director                                   Director and Treasurer


/s/Robert R. Semptimphelter, Sr.           /s/Joan K. Geary
-------------------------------------      ------------------------------------------------
Robert R. Semptimphelter, Sr.              Joan K. Geary
Director                                   Director and Secretary


/s/John A. LaVecchia                       /s/Janice A. Summers
-------------------------------------      ------------------------------------------------
John A. LaVecchia                          Janice A. Summers
Director                                   Senior Vice President, Chief Operating Officer
                                           and Chief Financial Officer (Principal Financial
                                           and Accounting Officer)

</TABLE>