SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM 10-K/A
                                (Amendment No. 2)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 or 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

              X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             ----    OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the fiscal year ended December 31, 1996

                     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             ----    of the SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ------------ to ------------

                             Commission file number
                                                   -------------------
                                   HUBCO, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

      New Jersey                                22-2405746
-------------------------------            ----------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)                                  

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
    -------------------------------------------------------------------------
    (Address, including zip code of registrant's principal executive offices)

                                 (201) 236-2600
               ---------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class
                           --------------------------
                           Common Stock, no par value
                            Series A Preferred Stock

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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
                                             ---

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not 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-K or any
amendment to this Form 10-K. X 
                            ---
         The  aggregate  market  value  of  the  voting  common  stock  held  by
non-affiliates of the Registrant, as of March 26, 1997 was $477,151,051.

         The  number of shares  of  Registrant's  Common  Stock,  no par  value,
outstanding as of March 26, 1997 was 21, 522,484.


<PAGE>

                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
              ON FORM 8-K

(a)   (1) & (2)   List of Financial Statements and Financial Statement Schedules

                  The below listed consolidated  financial statements and report
                  of  independent   public   accountants  of  HUBCO,   Inc.  and
                  subsidiaries,  included  in  HUBCO's  1996  Annual  Report are
                  incorporated by reference in Item 8:

                  Report  of  Independent  Public  Accountants  which  has  been
                  modified and is included herein as Exhibit 99. This supersedes
                  the Report of Independent  Public Accountants filed as part of
                  HUBCO's 1996 Annual Report incorporated by reference into this
                  10-K.

                  Consolidated Balance Sheets at December 31, 1996 and 1995

                  Consolidated Statements of Income for the Years Ended December
                  31, 1995 and 1994

                  Consolidated Statements of Changes in Stockholders' Equity for
                  the Years Ended December 31, 1996, 1995 and 1994

                  Consolidated  Statements  of Cash  Flows for the  Years  Ended
                  December 31, 1996, 1995 and 1994

                  Notes to Consolidated Financial Statements.

       Schedules  to the Consolidated Financial Statements required by Article 9
                  of  Regulation   S-X  are  not  required   under  the  related
                  instructions  or are  inapplicable,  and  therefore  have been
                  omitted.

(a)       (3)     Exhibits

          List of Exhibits

          +  (3a) The Restated Certificate of Incorporation of HUBCO, Inc. filed
                  January 31, 1997.

          +  (3b) The By-Laws of HUBCO, Inc.

          +  (4a) Indenture  dated as of January 14, 1994  between  HUBCO,
                  Inc.  and  Summit  Bank  as  Trustee  for  $25,000,000   7.75%
                  Subordinated  Debentures due 2004.  (Incorporated by reference
                  from the  Company's  Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1993, Exhibit (4))

          +  (4b) Indenture  dated as of September 13, 1996 between HUBCO,
                  Inc.  and  Summit  Bank  as  Trustee  for  $75,000,000   8.20%
                  Subordinated  Debentures due 2006.  (Incorporated by reference
                  from the Company's  Current Report on Form 8-K dated September
                  16, 1996.)

          +  (4c) Indenture dated January 31, 1997 between HUBCO,  Inc. and
                  the Bank of New York as Trustee for  $50,000,000  8.98% Junior
                  Subordinated Debentures due February 1, 2027. (Incorporated by
                  reference from the Company's  Current Report on Form 8-K dated
                  February 11, 1997.)

          + (10a) Agreement  and Plan of Merger  dated as of  February 5,
                  1996,  between  HUBCO,  Inc. and  Lafayette  American Bank and
                  Trust Company.  (Incorporated  by reference from the Company's
                  Current Report on Form S-4 dated March 19, 1996.)

          + (10b) Stock  Option  Agreement  dated as of February 5, 1996,
                  between  HUBCO,  Inc. and  Lafayette  American  Bank and Trust
                  Company. (Incorporated by reference from the Company's Current
                  Report on Form 8-K dated February 6, 1996.)

          + (10c) Agreement and Plan of Merger dated as of April 28, 1996,
                  between HUBCO,  Inc., Hudson United Bank,  Lafayette  American
                  Bank and Trust, Hometown Bancorporation,  Inc. and The Bank of
                  Darien.  (Incorporated by reference from the Company's Current
                  Report on Form 8-K dated May 2, 1996.)

          + (10d) Stock  Option  Agreement  dated as of April  28,  1996,
                  between  HUBCO,   Inc.  and  Hometown   Bancorporation,   Inc.
                  (Incorporated  by reference from the Company's  Current Report
                  on Form 8-K dated February 6, 1996.)

          + (10e) Agreement and Plan of Merger dated as of June 21, 1996,
                  between HUBCO,  Inc., Hudson United Bank,  Lafayette  American
                  Bank and Trust, Westport Bancorp, Inc. and The Westport Bank &
                  Trust Company  (Incorporated  by reference  from the Company's
                  Current Report on Form 8-K dated July 2, 1996.)

          + (10f) Stock  Option  Agreement  dated  as of June  21,  1996,
                  between HUBCO, Inc. and Westport Bancorp,  Inc.  (Incorporated
                  by reference  from the  Company's  Current  Report on Form 8-K
                  dated July 2, 1996.)

          + (10g) Change in Control,  Severance and  Employment  Agreement
                  with Kenneth T. Neilson dated January 1, 1997.

          + (10h) Change in Control,  Severance and  Employment  Agreement
                  with D. Lynn Van Borkulo-Nuzzo dated January 1, 1997.

          + (10i) Change in Control,  Severance and  Employment  Agreement
                  with John F. McIlwain dated January 1, 1997.

          + (10j) Change in Control,  Severance and  Employment  Agreement
                  with Karen Foley dated January 1, 1997.

          + (10k) HUBCO  Supplemental  Employees'  Retirement  Plan dated
                  January 1, 1996.

          + (10l) Collective  Bargaining  Agreement with Local 153 of the
                  Office and Professional  Employees  International Union, dated
                  March 1, 1996.  (Incorporated  by reference from the Company's
                  Annual Report on Form 10-K for the fiscal year ended  December
                  31, 1995, Exhibit.)

          + (10m) HUBCO,  Inc.  Directors  Deferred   Compensation  Plan.
                  (Incorporated by reference from the Company's Annual Report on
                  Form  10-K  for the  fiscal  year  ended  December  31,  1994,
                  Exhibit.)

          + (10n) Agreement and Plan of Merger dated as of August 18, 1995
                  among HUBCO,  Inc.,  Hudson United Bank, Growth Financial Corp
                  and Growth Bank. (Incorporated by reference from the Company's
                  Current Report on Form 8-K filed August 24, 1995.)

          + (10o) Agreement  and Plan of Merger  dated  August 15,  1996,
                  between HUBCO,  Inc.,  Lafayette  American Bank and Trust, UST
                  Corp. and UST Bank/Connecticut (Incorporated by reference from
                  the  Company's  Current  Report on Form 8-K filed  August  22,
                  1996.)

          +  (13) Those  portions of HUBCO's  1996 Annual  Report which are
                  incorporated by reference into this 10-K.

          +  (22) List of Subsidiaries.

          +  (27) Financial Data Schedule.

          *  (99) Report of Independent Public Accountants.

          +  Previously filed

          *  Filed herewith


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the Township of
Mahwah, State of New Jersey, on January 30, 1998

                                  HUBCO, INC.

                              By: KENNETH T. NEILSON 
                                  ---------------------------------------
                                  Kenneth T. Neilson, Chairman, President
                                  and Chief Executive Officer