SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-K/A

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                           ACT OF 1934 [FEE REQUIRED]
                   For the fiscal year ended December 31, 1999
                                       OR
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                          ACT OF 1934 [NO FEE REQUIRED]
          For the transition period from _____________ to _____________
                         Commission file number 0-10699
                              Hudson United Bancorp
     ----------------------------------------------------------------------

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

        1000 MacArthur Boulevard
           Mahwah, New Jersey                                      07430
----------------------------------------------------         ------------------
(Address of principal executive offices)                         (Zip Code)

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
-------------------------------------------------------------------------------
                                      None
-------------------------------------------------------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
-------------------------------------------------------------------------------


 Common Stock, no par value                      Series B Preferred Stock
 -----------------------------        -----------------------------------------
      (Title of Class)                               (Title of Class)
 -----------------------------

         Indicate by check mark whether the registrant (l) 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 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/A or any amendment to this Form 10-K/A.

         The aggregate  market value of the voting stock held by  non-affiliates
         of the Registrant, as of March 27, 2000 was $1,029,830,711.

       The  number  of  shares  of  Registrant's  Common  Stock,  no par  value,
outstanding as of March 27, 2000 was 51,652,951.


<PAGE>


                              Hudson United Bancorp

                            Form 10-K/A Annual Report
                   For The Fiscal Year Ended December 31, 1999

This  amendment on Form 10-K/A amends Items 11 and 13 of Part III and Exhibit 21
and  is  being  filed  to  correct  certain   information   relating   executive
compensation,   disclose  additional  related  party  transactions  and  include
additional  subsidiaries  of  Hudson  United  Bank  ("HUB"),   acquired  in  the
JeffBanks, Inc. and Southern Jersey Bancorp of Delaware, Inc. transactions.

                                    PART III

ITEM 11.           EXECUTIVE COMPENSATION

         Executive  compensation  is  described  below  in  the  tabular  format
mandated by the Securities and Exchange Commission ("SEC").

                           SUMMARY COMPENSATION TABLE

         The following  table  summarizes  all  compensation  earned in the past
three years for services  performed in all  capacities for Hudson United Bancorp
(the  "Corporation"  or "Hudson  United  Bancorp")  and its  subsidiaries,  with
respect to the Named Officers.

<TABLE>
<CAPTION>

                           Summary Compensation Table


                                                                              Long Term Compensation
                                                                              ----------------------
                           Annual Compensation Awards
                           --------------------------

                                                                                            Securities
                                                                             Restricted     Underlying     All Other
   Name and Principal                                                          Stock         Options/     Compensation
        Position                Year        Salary ($)      Bonus ($)      Award (s)(1) $    SARs(#)        (2) ($)
        --------                ----        ----------      ---------      --------------    -------        -------
<S>                             <C>          <C>            <C>               <C>            <C>             <C>
Kenneth T. Neilson,             1999         450,000        450,000           521,250           -0-          18,542
Chairman, President &           1998         390,000        390,000           537,500           -0-          10,171
CEO, the Corporation &          1997         365,000        365,000           236,688        46,000          19,643
HUB

D. Lynn Van                     1999         210,000        105,000           260,625           -0-          14,509
Borkulo-Nuzzo, EVP &            1998         200,000        100,000           268,750           -0-          13,578
Corporate Secretary, the        1997         185,000         92,500            67,625        12,500          15,237
Corporation & HUB

Thomas J. Shara, Jr. EVP        1999         210,000        105,000           260,625           -0-          11,973
& Senior Loan Officer of        1998         190,000         95,000           268,750           -0-           8,371
the Corporation & HUB           1997         170,000         32,500               -0-        10,000          12,678

John McIlwain, EVP              1999         185,000         92,500           260,625           -0-          16,575
& Chief Credit Officer,         1998         155,803         85,000           134,375         5,000          10,799
the Corporation & HUB           1997         169,615        85,000                -0-           -0-           7,924

Susan M. Staudmyer,             1999         210,000        105,000           260,625           -0-          16,130
EVP, Retail Banking ,           1998         142,326        108,100           268,750        16,105           7,931
the Corporation & HUB (3)       1997           5,769            -0-               -0-           -0-             -0-


</TABLE>

-----------------------
Notes:

(1)      The dollar amounts listed  represent the number of shares of restricted
         stock  granted,  multiplied  by the fair market  value of each share of
         stock on the date of the grant. Cash dividends are paid directly to the
         officer  holding the restricted  stock but stock dividends are added to
         the  restricted  stock and are  subject to the same  restrictions.  The
         number of shares  reflected has been adjusted for the 3% stock dividend
         effected December 1, 1997, the 3% stock dividend effected  September 1,
         1998  and the 3%  stock  dividend  effected  December  1,  1999.  As of
         December 31, 1999, Mr. Neilson,  Ms. Van Borkulo-Nuzzo,  Mr. Shara, Mr.
         McIlwain,  and Ms. Staudmyer held 20,000,  10,000,  10,000,  15,150 and
         20,300 shares of restricted stock, respectively,  with aggregate values
         of $521,200, $260,000, $260,000, $398,884, and $529,018, respectively.

(2)      All amounts in this column represent  employer  contributions to 401(k)
         plans on behalf of the Corporation  Named  Officers,  premiums for life
         insurance  in excess of  $50,000  and income  attributable  to use of a
         company provided vehicle.

(3)      Ms.  Staudmyer first worked for the Corporation  from December 31, 1996
         to February 11, 1997. She rejoined the  organization on April 13, 1998.
         Information  with respect to Ms.  Staudmyer's  compensation in 1997 and
         1998 represents (non-annualized) amounts actually paid.


      Option Grants in 1999

No stock options were granted to the Named Officers in 1999.

      Option Exercises

         The following  table is intended to show options  exercised  during the
last fiscal year and the value of  unexercised  options held at year-end 1999 by
the Named  Officers.  Hudson United Bancorp does not utilize stock  appreciation
rights ("SARs") in its compensation package, although the SEC rules require that
SARs be reflected in Table headings.

<TABLE>
<CAPTION>

                          Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

                                                                                 Number of
                                                                                 Securities              Value of
                                                                                 Underlying             Unexercised
                                                                                Unexercised            In-the-Money
                                                                                Options/SARs           Options/SARs
                                                                               at FY-End (#)         at FY-End ($)(1)
                                                                               -------------         ----------------
                                   Shares
                            Acquired on Exercise           Value                Exercisable/           Exercisable/
Name                                 (#)                Realized ($)           Unexercisable           Unexercisable
--------------------------- ---------------------- ----------------------- ----------------------- ----------------------
<S>                               <C>                    <C>                   <C>                    <C>
Kenneth T. Neilson                   -0-                    -0-                 174,463/103           $1,777,085/-0-
D. Lynn Van Borkulo-Nuzzo            -0-                    -0-                  67,043/103            $758,448/-0-

Thomas J. Shara                      -0-                    -0-                  69,695/103            $833,245/-0-
John F. McIlwain                   13,111                 256,594                 0/10,712                -0-/-0-
Susan M. Staudmyer                   -0-                    -0-                   0/16,015                -0-/-0-

</TABLE>

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

NOTES:

(1)      Options are "in the money" if the fair market  value of the  underlying
         security exceeds the exercise price of the option at year-end.


EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

         Under the  Corporation's  restricted  stock  plan,  each share of stock
awarded  is  subject  to a  "Restricted  Period"  of from two to ten  years,  as
determined  by the committee  administering  the plan when it awards the shares.
Effective upon the date of grant, the officer or employee is entitled to all the
rights of a  shareholder  with  respect to the shares,  including  dividend  and
voting  rights.  However,  if a share  recipient  leaves the  employment  of the
Corporation or its subsidiaries during the Restricted Period for any reason, his
or her shares may be  forfeited to the  Corporation.  Upon the  occurrence  of a
change in control of the Corporation,  every Restricted Period then in existence
with a remaining term of five years or less will automatically expire.

         Under the Corporation 1999 Stock Option Plan,  options are granted with
a term not to exceed ten years from the grant date.  Each option is granted with
a vesting  schedule  as  determined  by the Stock  Committee.  In the event of a
change in control, as defined in the Plan, any option that has not vested, as of
the date of the change in control, becomes fully vested.

         As of January 1, 1997, the  Corporation  entered into change in control
agreements with Mr. Neilson, Ms. Van Borkulo-Nuzzo,  Mr. Shara and Mr. McIlwain.
As of  August  16,  1999,  the  Corporation  entered  into a change  in  control
agreement with Ms. Staudmyer. The Agreements generally provide that in the event
of a Change in Control,  the  Executives  would be entitled to be employed for a
period of three  years and each  would be  entitled  to  substantially  the same
title,  same salary and same  benefits as existed prior to the change in control
or the Executive would be entitled to certain  severance  payments and benefits.
These agreements do not become effective unless there is a change in control and
then remain  three years after a change in control (two years in the case of Mr.
McIlwain  and  Ms.  Staudmyer).  Prior  to  a  change  in  control,  unless  the
Corporation  stops their  automatic  renewal,  the  agreements  are for two year
"evergreen" terms (one year in the case of Mr. McIlwain and Ms. Staudmyer).

         Each  agreement  defines  "change  in  control"  to  mean  any  of  the
following: (i) the acquisition of beneficial ownership by any person or group of
25% or more of the  Corporation's  voting securities or all or substantially all
of its assets; (ii) the merger consolidation or combination (a "merger") with an
unaffiliated  entity  unless  following the merger the  Corporation's  directors
constitute  50% or  more  of  the  directors  of the  combined  entity  and  the
Corporation's  CEO is the CEO of the surviving  entity;  or (iii) during any two
consecutive  calendar years individuals who were directors of the Corporation at
the start of the period cease to constitute  two-thirds of the directors  unless
the  election of the  directors  was approved by the vote of  two-thirds  of the
directors then in office;  or (iv) the transfer of all or  substantially  all of
the Corporation's assets.

         With  respect  to Ms.  Van  Borkulo-Nuzzo's  contract  and Mr.  Shara's
contract, if either officer is terminated without cause, resigns for good reason
following  a  change  in  control,  dies or is  disabled,  the  officer  (or the
officer's estate) is entitled to a lump sum payment equal to three times the sum
of their annual salary and highest annual bonus in the last three years, as well
as a continuation  of family health coverage for a period of three years. In the
event that the severance  payments and benefits  under the  agreement,  together
with any other parachute payments,  would constitute an excess parachute payment
under  Section  280G of the  Internal  Revenue  Code of 1986 (the  "Code"),  the
payments to Ms. Van  Borkulo-Nuzzo and Mr. Shara would be increased in an amount
sufficient to pay the excise taxes and other income and payroll taxes  necessary
to allow Ms. Van  Borkulo-Nuzzo  and Mr.  Shara to retain  the same net  amount,
after such taxes as they were  otherwise  entitled to receive (a "Make Whole Tax
Provision").

         With respect to Mr. McIlwain's  contract and Ms. Staudmyer's  contract,
if either officer is terminated without cause, resigns for good reason following
a change in control, dies or is disabled,  the officer (or the officer's estate)
is  entitled  to a lump sum  payment  equal  to three  times of the sum of their
annual salary and the highest  bonus paid or to be paid to the officer,  as well
as a continuation of their family's health coverage for the same number of years
as the salary entitlement. However, under these contracts, in the event that the
severance  payments and benefits under the  agreements,  together with any other
parachute  payments,  would constitute  excess parachute  payments under Section
280G of the Code, the payments and benefits under the agreements will be reduced
(but not below zero) to the extent necessary to avoid excess parachute payments.

         With respect to Mr.  Neilson's  contract,  if he is terminated  without
cause,  resigns for good reason (as defined in the contract) within the first 90
days  following  a change in control,  resigns for any reason  after that 90 day
period following a change in control, dies or is disabled, he (or his estate) is
entitled to a lump sum payment equal to three times the sum of his annual salary
and his highest bonus in the last three years,  as well as a continuation of his
family's health  coverage for a period of three years.  Mr.  Neilson's  contract
contains a Make Whole Tax Provision.

         The completion of the Dime-Hudson United Bancorp merger will constitute
a change in control under the terms of the  Corporation's  option and restricted
stock plans, and, except for Mr. Neilson's contract,  the employment  agreements
described above.

         Concurrently  with the  execution  of the  Dime-Hudson  United  Bancorp
merger agreement,  the Corporation entered into a new employment  agreement with
Mr.  Neilson,  which primarily  contains  substantive  changes to Mr.  Neilson's
employment   arrangement   that  would  take  effect  after  completion  of  the
Dime-Hudson  United Bancorp merger.  The term of Mr.  Neilson's  agreement would
extend to December 31, 2004. Following the completion of the merger, Dime United
will assume the obligations of the Corporation  under Mr.  Neilson's  employment
agreement,  and Mr. Neilson will serve as President and Chief Operating  Officer
of each of Dime United and DimeBank.  Mr.  Neilson's  employment  agreement also
provides that he will succeed Mr. Lawrence Toal on December 31, 2002, or earlier
if Mr. Toal leaves office earlier,  as Chairman of the Board and Chief Executive
Officer  of those  entities.  The terms of Mr.  Neilson's  employment  after the
merger are as follows:

o    Mr.  Neilson's  base salary will  initially  be at least  $750,000,  or, if
     greater,  80% of Mr. Toal's salary, and at least $1,000,000 once he becomes
     Chairman of the Board and Chief  Executive  Officer of both Dime United and
     DimeBank.

o    Mr. Neilson will be eligible to participate in Dime United's cash incentive
     plan, with an annual target bonus  opportunity of at least 100% of his base
     salary,  and to receive annual stock incentive awards while he is President
     and Chief  Operating  Officer  equal to 80% of Mr. Toal's base annual stock
     incentive awards.

o    Mr.  Neilson will be provided with a car and driver while based in New York
     City, financial planning benefits and club memberships.

o    After Mr.  Neilson  becomes  Chairman  of the  Board  and  Chief  Executive
     Officer,  he will be eligible to receive annual stock incentive awards on a
     basis commensurate with those for which Mr. Toal was eligible while holding
     those offices.

         Immediately  following  completion  of the  merger,  Mr.  Neilson  will
receive:

o    options to  purchase  120,000  shares of Dime  United  stock at the closing
     price on the  first  trading  day  after  completion  of the  merger,  with
     one-third of these options to vest on the date Mr. Neilson becomes Chairman
     of the Board and Chief Executive Officer and, provided that he continues to
     hold such offices,  one-third on the first anniversary of such date and the
     remaining one-third on December 31, 2004, and

o    the right to purchase,  at par value of $0.01 per share,  100,000 shares of
     restricted stock of Dime United, with restrictions to lapse on one-third of
     the restricted shares on each of the first,  second and third anniversaries
     of the grant date,  provided Mr. Neilson is still employed  pursuant to his
     employment  agreement on those dates,  subject to the exceptions  explained
     below.

         Based on a 56% Dime/44% the Corporation  weighted average of volatility
and an assumed  January  31,  2000 grant date,  the Black  Scholes  value of Mr.
Neilson's stock option grant would be $1,276,275.  Based on the January 31, 2000
closing price of the Corporation stock, his restricted shares would be valued at
$2,336,500.

         Mr. Neilson also will participate in Dime United's SERP, with a pension
goal of not less than 50% of average  compensation,  offset by benefits received
under other defined benefit plans,  including plans of the Corporation,  such as
the Corporation Supplemental Employees' Retirement Plan. Under the terms of Dime
United's  SERP,  Mr. Neilson will receive credit for his years of service at the
Corporation. As of the date of this document, Mr. Neilson had completed 16 years
of service with the Corporation, which will result in his benefit under the SERP
being 100% vested at the completion of the merger.

         If Mr. Neilson's employment is involuntarily  terminated other than for
cause or if Mr. Neilson  terminates his employment  following a material change,
which is defined to include a failure to elect,  re-elect,  appoint or reappoint
Mr.  Neilson to the  positions  specified  above,  a material  diminution in his
responsibilities, other material breaches of the employment agreement, requiring
his services to be performed  primarily outside the New York metropolitan  area,
or adoption of a  resolution  by a simple  majority of the board of directors of
Dime United or DimeBank providing that he shall not become Chairman of the Board
and Chief Executive  Officer thereof as specified in his agreement,  Mr. Neilson
will receive certain specified benefits. These benefits include:

o        a lump sum  payment  equal to his annual  salary in effect  immediately
         prior to termination, plus 100% of his annual target bonus;

o        the continuation of life, medical and dental coverage for the remainder
         of the term of his agreement, or 18 months if longer;

o        full  vesting  of all  stock  options  granted  during  the term of his
         agreement,  continued  exercisability of such stock options as if there
         had  been  no  termination  of  employment  and  continued  vesting  of
         restricted  stock  granted at the  completion of the merger as if there
         had been no termination of employment; and

o        if Mr.  Neilson's  SERP benefit  does not then equal at least  $741,000
         starting  at or after age 55, an  additional  payment so that his total
         retirement  benefit,  commencing  at or after  age 55,  expressed  as a
         single life annuity, will not be less than that amount.

         If Mr.  Neilson  voluntarily  terminates  his  employment,  other  than
following a material change,  generally no additional  benefits will be provided
to him.

         If during the term of his  agreement and following a change in control,
as defined  in his  agreement,  of Dime  United,  Mr.  Neilson's  employment  is
involuntarily  terminated  other than for cause, or he terminates his employment
after a material change,  he will be entitled to receive the benefits  described
above  with  respect  to  an  involuntary  termination  of  his  employment  and
additional benefits, including continued medical coverage for him and his spouse
for the remainder of their lives and, instead of the lump sum described above, a
lump sum equal to three  times his rate of annual  salary and target  bonus,  or
average  actual  bonus,  if  greater.  In  addition,  Mr.  Neilson  may  receive
reimbursement  of costs or expenses if,  following a change in control,  he must
relocate his  principal  residence.  Neither the  execution  and delivery of the
merger  agreement  between Dime and the Corporation nor the  consummation of the
transactions  contemplated  by the merger  agreement will constitute a change in
control under Mr. Neilson's agreement.

         If any of the  compensation  and other benefits  payable to Mr. Neilson
under his  agreement  results in  additional  tax under section 4999 of Internal
Revenue Code,  Dime United will make an additional  payment so as to provide Mr.
Neilson with the benefits he would have received in the absence of such tax.

Pension Plans

         The monthly  retirement  benefit  for  executives  under the  Employees
Retirement  Plan of Hudson United  Bancorp,  Inc. (the "Plan") will generally be
equal to the product of (a) 1% of the  employee's  base average  annual  monthly
earnings  (based  on the  highest  five  years  of  service)  plus  1/2%  of the
employee's  base  average  monthly  earnings  (based  on the  highest 5 years of
service) in excess of the average Social Security taxable wage base,  multiplied
by (b) the years of credited service. Retirement benefits normally commence when
an employee  reaches age 65, but early retirement  without  reduction in benefit
may be taken when an employee's age plus years of service equals 85.

         In the  Plan,  compensation  in the  form of a bonus is  excluded  from
benefit  calculations.  Thus, for each Named Officer,  only the amounts that are
shown each year under the heading "Salary" in the Summary Compensation Table are
covered. The Plan also provides for disability pension benefits.

         As of January 1, 1996,  Hudson United  Bancorp  adopted a  Supplemental
Employee Retirement Plan ("SERP"). The SERP provides a pension benefit which, in
large part,  makes up the amount of the benefits  which cannot be provided under
the Plan as a result of the limit on the  amount  of  compensation  which can be
taken into account  under Section  401(a)(17) of the Code  ($160,000 in 1998 and
indexed for  inflation in subsequent  years) and the amount of benefits  payable
under  Section  415 of the Code.  Unlike the Plan,  the SERP  covers  salary and
one-third  of  incentive  compensation.  The benefit is payable as a single life
annuity  and 100%  survivor  benefits  are  paid for the life of the  designated
beneficiary.  Kenneth  Neilson is the only person who has been  designated  as a
participant  under the SERP.  Hudson United Bancorp has purchased life insurance
to fund the benefit.

         The following  table shows an employee's  estimated  annual  retirement
benefit from the Plan and the SERP combined,  assuming  retirement at age 65 for
an individual  reaching such age before  January 1, 2000 and assuming a straight
life  annuity  benefit,  for the  specified  compensation  levels  and  years of
service.  Except for Mr.  Neilson,  the  amounts in the table  below are limited
under Section  401(a)(17) of the Code, as described in the preceding  paragraph.
The  benefits  listed in the table are not subject to any  deduction  for social
security or other offset  amounts.  Mr.  Neilson has  approximately  16 years of
credited  service  under the pension  plan as of January 1, 2000 and, at age 65,
would have 31 years of credited service. Ms. Van Borkulo-Nuzzo has approximately
33 years of credited  service under the pension plan as of January 1, 2000, and,
at age 65, would have approximately 49 years of credited service.  Mr. Shara has
approximately 19 years of credited service as of January 1, 2000 and, at age 65,
would have 42 years of  credited  service.  Mr.  McIwain has 8 years of credited
service as of January 1, 2000 and, at age 65, would have  approximately 11 years
of credited service. Ms. Staudmyer has approximately 2 years of credited service
as of  January  1,  2000 and at age 65,  would  have  approximately  24 years of
credited service.

<TABLE>
<CAPTION>

             Pension Plan Table

  Salary                                    Years of Service
  ------                                    ----------------
                           15                  20               25             30                 35
                           --                  --               --             --                 --
  <S>                   <C>              <C>             <C>               <C>               <C>
  $125,000              $25,645            $34,193          $42,742          $51,290           $59,838
  $150,000              $31,270            $41,693          $52,117          $62,540           $72,963
  $200,000              $42,520            $56,693          $70,867          $85,040           $99,213
  $250,000              $53,770            $71,693          $89,617         $107,540          $125,463
  $300,000              $65,020            $86,693         $108,367         $130,040          $151,713
  $350,000              $76,270           $101,693         $127,117         $152,540          $177,963
  $400,000              $87,520           $116,693         $145,867         $175,040          $204,213
  $450,000              $98,770           $131,693         $164,617         $197,540          $230,463
  $500,000             $110,020           $146,693         $183,367         $220,040          $256,713
  $550,000             $121,270           $161,693         $202,117         $242,540          $282,963
  $600,000             $132,520           $176,693         $220,867         $265,040          $309,213

</TABLE>

         Compensation Committee Interlocks and Insider Participation

         Various  aspects  of the  compensation  of the  Hudson  United  Bancorp
executive officers are determined by the Compensation Committee.

         The Compensation  Committee members are: Charles F.X. Poggi,  Chairman,
Robert J. Burke, Joan David, W. Peter McBride and John H. Tatigian, Jr.

         Mr.  Neilson  serves on the Board of Directors of Hudson United Bancorp
and is an officer of Hudson United Bancorp.  Mr. Neilson  absented  himself from
all  discussions  and  abstained  from  all  voting  with  respects  to his  own
compensation.

         Charles F.X. Poggi, who is the Chairman of the  Compensation  Committee
and is involved in setting executive compensation,  is President of Poggi Press,
a general  printing  company.  During  1999 Poggi  Press was paid  $677,321  for
printing  work  for  Hudson  United  Bancorp  and its  subsidiaries.  Management
believes  the terms and a condition of the  transactions  with Poggi Press to be
equivalent to terms available from an independent third party.

         W. Peter McBride, who is on the Compensation Committee, and is involved
in setting  executive  compensation,  is affiliated with McBride  Corporate Real
Estate.  McBride Corporate Real Estate was retained to assist in the sale and/or
leasing of  various  Hudson  United  Bancorp  properties  and in doing so earned
commissions of approximately $584,273 in 1999. Management believes the terms and
a  condition  of the  transactions  with  McBride  Corporate  Real  Estate to be
equivalents to terms available from an independent third party.




<PAGE>


ITEM 13  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         Compensation Committee Interlocks and Insider Participation

         Various  aspects  of the  compensation  of the  Hudson  United  Bancorp
executive officers are determined by the Compensation Committee.

         The Compensation  Committee members are: Charles F.X. Poggi,  Chairman,
Robert J. Burke, Joan David, W. Peter McBride and John H. Tatigian, Jr.

         Mr.  Neilson  serves on the Board of Directors of Hudson United Bancorp
and is an officer of Hudson United Bancorp.  Mr. Neilson  absented  himself from
all  discussions  and  abstained  from  all  voting  with  respects  to his  own
compensation.

         Charles F.X. Poggi, who is the Chairman of the  Compensation  Committee
and is involved in setting executive compensation,  is President of Poggi Press,
a general  printing  company.  During  1999 Poggi  Press was paid  $677,321  for
printing  work  for  Hudson  United  Bancorp  and its  subsidiaries.  Management
believes  the terms and a condition of the  transactions  with Poggi Press to be
equivalent to terms available from an independent third party.

         W. Peter McBride, who is on the Compensation Committee, and is involved
in setting  executive  compensation,  is affiliated with McBride  Corporate Real
Estate.  McBride Corporate Real Estate was retained to assist in the sale and/or
leasing of  various  Hudson  United  Bancorp  properties  and in doing so earned
commissions of approximately $584,273 in 1999. Management believes the terms and
a  condition  of the  transactions  with  McBride  Corporate  Real  Estate to be
equivalents to terms available from an independent third party.

         Certain Transactions with Management

         HUB has  made in the  past  and,  assuming  continued  satisfaction  of
generally  applicable  credit  standards,  expects to continue to make, loans to
directors,  executive  officers  and their  associates  (i.e.,  corporations  or
organizations  for which they serve as  officers or  directors  or in which they
have beneficial  ownership  interests of 10% or more). These loans have all been
made in the ordinary course of the banking  business on  substantially  the same
terms, including interest rates and collateral,  as those prevailing at the time
for comparable transactions with other persons, and do not involve more than the
normal  risk  of  collectibility  or  other  unfavorable  features.   Directors,
executive officers and their associates did not during 1999 or through March 31,
2000,  borrow from HUB an amount in excess of 10% of the bank's  equity  capital
for any one director or executive officer (together with their associates) or an
amount in excess of 20% of the  bank's  equity  capital  for all  directors  and
executive officers and their associates as a group.

         Prior to the  Corporation's  acquisition  of  JeffBanks,  Inc.  and its
subsidiary banks,  Jefferson Bank PA and Jefferson Bank New Jersey (collectively
"JeffBanks"),   JeffBanks   entered  into  leases  with  related  parties.   The
Corporation  has not formed an opinion as to whether or not the rental  paid for
these  leases is  comparable  to the rental  that would  have been  required  by
unrelated parties in similar commercial transactions for similar locations.

         In January  1998,  JeffBanks  entered into a 10-year  lease (with three
five-year  renewal  options) for 12,943 square feet (increasing to 17,328 square
feet in May 1999) of office space at 1845 Walnut  Street.  1845 Walnut Street is
owned by a partnership,  one of whose partners is a limited partnership of which
subsidiaries  of  Resource  America,  Inc.  ("RAI")  are the general and limited
partners.  Edward E. Cohen, husband of Director Betsy Z. Cohen, is an executive,
officer,  and principal  shareholder and director of RAI.  JeffBanks also leased
2,164  square  feet on the  first  floor of 1845  Walnut  Street  pursuant  to a
September 1996 lease with a ten-year term and two five-year renewal options.  In
1999,  annual  rent under the two leases  aggregated  $378,183.  Resource  Asset
Investment  Trust  ("RAIT") (of which Director Cohen is Chairman and Director of
RAIT and RAI is a 13.4%  shareholder)  has occupied  approximately  1,334 square
feet of the Bank-leased  1845 Walnut property and has utilized the phone system,
utilities and cleaning  services provided by the Bank since the inception of the
lease  pursuant  to  a  sublease.  The  Bancorp.com,   Inc.  also  has  occupied
approximately  1,534 square feet of the Bank-leased 1845 Walnut property and has
utilized the phone system,  utilities and cleaning  services  since  sometime in
1999. The  Bancorp.com,  Inc. is a corporation  that was organized to act as the
bank  holding  company for a bank being  formed to operate as an  Internet  only
bank.  Edward E.  Cohen,  the  husband of  Director  Cohen,  is the  Chairman of
Bancorp.com,  and Daniel G. Cohen,  Director  Cohen's son, is the  President and
Chief Executive Officer.  Edward Cohen and two sons, Daniel and Jonathan, own an
aggregate of 6.7% of  Bancorp.com,  RAI owns 9.8% and  Director  William H. Lamb
owns 3.2%. RAIT and Bancorp.com are expected to vacate the premises by September
30, 2000.  At the outset of the  sublease,  RAIT was  required to pay  JeffBanks
$96,167 for tenant  improvements.  At the  termination  of the sublease,  Hudson
United Bancorp will be obligated to return the unamortized portion of the tenant
improvements payment.

         JeffBanks  leased  facilities  consisting of 10,045  square feet,  plus
basement  space,  at  1607-1609  Walnut  Street from  Jefferson  Associates  II.
Jefferson Associates II is a Pennsylvania  limited partnership,  the partners of
which are  comprised  principally  of persons who were  related to  JeffBanks as
officers,  directors or legal counsel.  Director Cohen's husband and Patricia K.
Lamb, the wife of Director Lamb,  are limited  partners of Jefferson  Associates
II. A lease was executed in December  1985 and amended  effective  April 1988 to
include the 1609 Walnut  Street  space.  As amended,  the lease  provides  for a
twenty-year  term, with a five-year  renewal option.  The amended lease provides
for a minimum rent and yearly  escalations  based upon  increases in the cost of
living,  with a minimum increase of 3% and a maximum increase of 7% in any year.
In addition, under the terms of the lease, the tenant is responsible for payment
of  taxes,  utilities  and  insurance  on the  building.  In 1999,  the rent was
$152,216 per annum.  The new minimum  rent for 2000 is  $212,843.  Pursuant to a
sublease  agreement  dated  July 2,  1998,  the  second  floor  of the  building
(consisting  of 4,145  square  feet)  was  sublet  by  JeffBanks  to  Brandywine
Construction & Management,  Inc., an affiliate of Director Cohen's husband.  The
sublease  term runs from April 10,  1998 to April 9, 2001 with three  three-year
options to renew at 95% of market rent for the space.  Initial  base rent on the
sublease was $49,776 per year, plus taxes,  electricity  allowance of $1,025 per
month and 2% CPI  increases.  By letter  dated August 12,  1998,  JeffBanks  and
Brandywine  added the 2,000 square foot mezzanine and 500 square foot of storage
space to the sublease.  The sublease consists of 61% of the space and 24% of the
total rent  payable to the  landlord.  Base rent under the sublease is presently
$51,828 annually and the utility reimbursement is $1,025 per month.

         JeffBanks leased premises for the Manayunk branch office  consisting of
2,426 square feet from Canal House Historic  Associates,  a Pennsylvania limited
partnership  which is an  affiliate of Director  Cohen.  The initial term of the
lease expired on May 31, 1995,  whereupon JeffBanks exercised the first of three
five-year renewal options.  The second renewal term commenced  effective June 1,
2000 and will expire May 31, 2005.  During the second and third  renewal  terms,
base rent is defined as the  prevailing  market rent,  provided that the minimum
annual rent  payable  during the second  renewal  term is $48,520 and during the
third  renewal term is $53,372.  The maximum  annual rent in any renewal  period
cannot exceed 120% of the rent paid at the  expiration  of the prior period.  In
1999,  base rent of $46,094 was paid.  On June 12, 2000 notice was received that
rent for the current period will be 120% of the prior rent paid, or $55,313.

         JeffBanks  leased its Haddon Heights branch office  consisting of 4,844
square feet leased from  Jefferson  Associates  NJ, L.P.,  a New Jersey  limited
partnership in which Director  Cohen and her husband are limited  partners.  The
lease  provides for a term expiring  March 1, 2001.  In 1999,  $133,860 was paid
under the Lease.

         Hudson  United  Bancorp  entered  into  certain  transactions  with The
Bancorp.com,  Inc.  during 1999 and 2000.  For $922,820,  Hudson United  Bancorp
purchased 92,280 shares (4.9% of the outstanding  shares) of Bancorp.com  common
stock,  and a warrant  entitling it to purchase an  additional  92,280 shares at
$10.00 per share.  Bancorp.com sold common stock, without matching warrants,  to
other investors in its initial stock offering at $10.00 per share. For $955,638,
HUB sold to Bancorp.com a number of items of used equipment and assigned certain
related software licenses.  The purchase price was set at the book value (and in
some  cases,  the  original  purchase  price)  of the  items of  equipment,  and
Bancorp.com  assumed HUB's  obligations  under the  licenses.  The equipment was
acquired  by Hudson  United  Bancorp in the  JeffBanks  merger.  HUB  management
expected to dispose of the equipment for substantially  less consideration if it
had not sold it to Bancorp.com. In addition, Bancorp.com, with HUB's permission,
offered employment to a number of former JeffBanks  employees and obtained,  for
HUB's benefit, releases by those employees of claims for severance compensation.

         HUB has agreed in principle  to sell its motor  vehicle  financing  and
direct  leasing  business  located in Crofton,  Maryland,  to  Bancorp.com.  The
purchase  price for the  portfolio is to be its net book value as of the closing
date.  Had the  transaction  closed on March 31, 2000,  the purchase price would
have been approximately $22 million.  Bancorp.com has not received FDIC approval
for its bank  subsidiary,  and the  parties do not  anticipate  entering  into a
binding  agreement  relating  to the sale  until  such time as the  bank's  FDIC
charter is issued.

         HUB is reviewing whether all lease payments and  reimbursements  due to
HUB from RAIT, Bancorp.com and Brandywine have been paid in full.

         Effective March 31, 2000,  Director Cohen  terminated her employment as
an  officer  of Hudson  United  Bancorp  and its  subsidiaries.  The  employment
agreement  between her and the  Corporation  (as  successor  to  JeffBanks)  was
terminated,  except that the Corporation  retained certain of its obligations to
Director Cohen,  including the obligation to make "gross-up payments" if Section
280G of the Code  applies to certain  payments or benefits  received by Director
Cohen (although neither party expects this to be the case). The Corporation paid
Director Cohen  $1,200,000 in satisfaction  of her severance  benefits under the
employment agreement.

         In March,  2000,  the  Corporation  entered into a two year  Consulting
Agreement with Interfinancial  Consulting,  Inc., a corporation  affiliated with
Director Cohen.  Pursuant to that agreement,  Interfinancial  may be required to
perform  up to 600  person  hours of  consulting  during  the  term.  Under  the
agreement,  Interfinancial was paid $425,000 at the contract commencement and is
to be paid an additional $425,000 early in 2001.

                                     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

     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 Certificate of  Incorporation of the Company in effect
                      on May 11,  1999.  (Incorporated  by  reference  from  the
                      Company's  Amended Quarterly Report on Form 10 Q/A for the
                      quarter  ended June 30,  1999 filed  September  10,  1999,
                      Exhibit (3a)).

        (3b)          The By-Laws of HUBCO, Inc. (Incorporated by reference from
                      the  Company's  Annual  Report on Form 10-K for the fiscal
                      year ended December 31, 1996, Exhibit (3)).

        (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 18, 1996.)

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

        (4d)          Indenture dated as of June 19, 1998,  between HUBCO,  Inc.
                      and The Bank of New York as Trustee for $50,000,000  7.65%
                      Junior  Debentures  due 2028.  (Incorporated  by reference
                      from the Company's  Current  Report on Form 8-K dated June
                      26, 1998.)

        (10a)         The  Agreement  and Plan of Merger  between  Hudson United
                      Bancorp and Dime Bancorp,  Inc. as amended and restated on
                      December 27, 1999.

        (10b)         The Stock Option Agreement between Dime Bancorp,  Inc. and
                      Hudson   United   Bancorp   dated   September   16,  1999.
                      (Incorporated  by reference  from the Company's  filing on
                      Form 8-K dated September 24, 1999, Exhibit (99.2)).

        (10c)         The Stock Option  Agreement  between Hudson United Bancorp
                      and  Dime  Bancorp,   Inc.   dated   September  16,  1999.
                      (Incorporated  by reference  from the Company's  filing on
                      Form 8-K dated September 24, 1999, Exhibit (99.3)).

        (10d)         Change in Control, Severance and Employment Agreement with
                      Susan Staudmyer dated August 16, 1999.

        (10e)         The  Agreement  and Plan of Merger  dated  June 28,  1999,
                      among  Hudson   United   Bancorp,   Hudson   United  Bank,
                      JeffBanks, Inc., Jefferson Bank, and Jefferson Bank of New
                      Jersey.  (Incorporated  by  reference  from the  Company's
                      filing on Form 8-K/A dated June 30, 1999, Exhibit (99.1)).

        (10f)         The Stock Option  Agreement  dated June 28, 1999,  between
                      Hudson United Bancorp and JeffBanks, Inc. (Incorporated by
                      reference  from the  Company's  filing on Form 8-KA  dated
                      June 30, 1999, Exhibit (99.2)).

        (10g)         The  Agreement  and Plan of Merger  dated  June 28,  1999,
                      among Hudson United Bancorp,  Hudson United Bank, Southern
                      Jersey   Bancorp  of  Delaware,   Inc.,  and  Farmers  and
                      Merchants  National Bank.  (Incorporated by reference from
                      the  Company's  filing on Form 8-KA dated  June 30,  1999,
                      Exhibit (99.4)).

        (10h)         The Stock Option  Agreement  dated June 28, 1999,  between
                      Hudson  United  Bancorp  and  Southern  Jersey  Bancorp of
                      Delaware,   Inc.   (Incorporated  by  reference  from  the
                      Company's filing on Form 8-KA dated June 30, 1999, Exhibit
                      (99.5)).

        (10i)         Agreement  and Plan Merger  dated as of January 26,  1999,
                      among  HUBCO,  Inc.,  Hudson  United  Bank,  Little  Falls
                      Bancorp,  Inc.  and Little  Falls Bank.  (Incorporated  by
                      reference from the Company's Current Report Form 8-K dated
                      January 28, 1999, Exhibit (99.2)).

        (10j)         Stock  Option  Agreement  dated as of  January  26,  1999,
                      between  HUBCO,  Inc.,  and  Little  Falls  Bancorp,  Inc.
                      (Incorporated  by  reference  from the  Company's  Current
                      Report  on  Form  8-K  dated  January  28,  1999,  Exhibit
                      (99.3)).

        (10k)         Agreement  and Plan of Merger  dated as of March 31, 1998,
                      among  HUBCO,  Inc.,  Hudson  United Bank,  IBS  Financial
                      Corporation,  and Inter-Boro Savings and Loan Association.
                      (Incorporated  by  reference  from the  Company's  Current
                      Report on Form 8-K dated March 31, 1998, Exhibit (99.2)).

        (10l)         Stock Option Agreement dated as of March 31, 1998, between
                      HUBCO, Inc., IBS Financial  Corporation.  (Incorporated by
                      reference  from the Company's  Current  Report on Form 8-K
                      dated March 31, 1998, Exhibit (99.3)).

        (10m)         Agreement  and Plan of Merger  dated as of March 31, 1998,
                      among HUBCO, Inc., Lafayette American Bank, Dime Financial
                      Corp., and Dime Savings Bank of Wallingford. (Incorporated
                      by reference from the Company's Current Report on Form 8-K
                      dated March 31, 1998, Exhibit (99.4)).

        (10n)         Stock Option Agreement dated as of March 31, 1998, between
                      HUBCO,  Inc. and Dime  Financial  Corp.  (Incorporated  by
                      reference  from the Company's  Current  Report on Form 8-K
                      dated March 31, 1998, Exhibit (99.5)).

        (10o)         Change in Control, Severance and Employment Agreement with
                      Thomas R. Nelson dated March 30, 1998.

        (10p)         Change in Control, Severance and Employment Agreement with
                      Kenneth T. Neilson dated January 1, 1997. (Incorporated by
                      reference  from the  Company's  Annual Report on Form 10-K
                      for the fiscal year ended December 31, 1996.)

        (10q)         Change in Control, Severance and Employment Agreement with
                      D.  Lynn  Van   Borkulo-Nuzzo   dated   January  1,  1997.
                      (Incorporated  by  reference  from  the  Company's  Annual
                      Report on Form 10-K for the fiscal year ended December 31,
                      1996.)

        (10r)         Change in Control, Severance and Employment Agreement with
                      John F. McIlwain dated January 1, 1997.  (Incorporated  by
                      reference  from the  Company's  Annual Report on Form 10-K
                      for the fiscal year ended December 31, 1996.)

        (10s)         Change in Control, Severance and Employment Agreement with
                      Thomas Shara dated January 1, 1997

        (10t)         HUBCO  Supplemental   Employees'   Retirement  Plan  dated
                      January  1,  1996.  (Incorporated  by  reference  from the
                      Company's  Annual  Report on Form 10-K for the fiscal year
                      ended December 31, 1996.)

        (10u)         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.)

        (21)          List of Subsidiaries.

        (27)          Financial Data Schedule.

(b)      Reports on Form 8-K

         On December 15, 1999,  Hudson  United  Bancorp  filed a Form 8-K Item 5
         (date  of  earliest   event  -  November  30,  1999),   containing  the
         consolidated  financial  statements of Hudson United Bancorp  restating
         Hudson United Bancorp's historical consolidated financial statements as
         of and for the three  years  ended  December  31,  1998 to reflect  the
         mergers and the  acquisition  of  JeffBanks,  Inc. and Southern  Jersey
         Bancorp of Delaware.

         On November 24, 1999,  Hudson  United  Bancorp  filed a Form 8-K Item 5
         (date  of  earliest  event  -  November  16,  1999),  to  announce  the
         declaration of a cash dividend of $0.25 per common share and a 3% stock
         dividend.

<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.

                              HUDSON UNITED BANCORP

                                D. LYNN VAN BORKULO-NUZZO
                            By: _________________________
                                D. Lynn Van Borkulo-Nuzzo
                                Executive Vice President

Dated:  July 19, 2000