SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   ----------

                                    FORM l0-K

                               (AMENDMENT NO. 1)

 ---
/X /   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, 1996
       

                                       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-l0699


                                   HUBCO, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its Charter)


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


         1000 MacArthur Blvd.
          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 A 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 l3 or l5(d) of the Securities Exchange Act of
l934 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>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     HUBCO's 1996 Annual Report contains on pages 18 through 34 the information
required by Item 8 and that information is incorporated herein by reference.

     None.

                                     PART IV

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

(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.)


                                        2

<PAGE>



         (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.


                                       3
<PAGE>


        *(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 of 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.

        + Previously filed

        * Filed herewith

                                       4
<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.

                                              HUBCO, INC.

                                              By: /s/ KENNETH T. NEILSON
                                                  -----------------------
                                                  Kenneth T. Neilson
                                                  Chairman of the Board
                                                  President and CEO

Dated:  March 28, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

      Signature                        Title                         Date
      ---------                        -----                         ----

/s/ KENNETH T. NEILSON         Chairman of the Board              March 28, 1997
------------------------------ President, CEO, Director
Kenneth T. Neilson               Principal Executive Officer


/s/ ROBERT J. BURKE              Director                         March 28, 1997
------------------------------
Robert J. Burke               


/s/ BRYANT D. MALCOLM            Director                         March 28, 1997
------------------------------
Bryant D. Malcolm             


/s/ CHARLES F.X. POGGI           Director                         March 28, 1997
------------------------------
Charles F. X. Poggi           


/s/ SR. GRACE FRANCES STRAUBER   Director                         March 28, 1997
------------------------------
Sister Grace Frances Strauber


                                       5
<PAGE>

      Signature                        Title                         Date
      ---------                        -----                         ----

/s/ W. PETER MCBRIDE             Director                         March 28, 1997
------------------------------
W. Peter McBride


/s/ CHRISTINA L. MAIER           Assistant Treasurer              March 28, 1997
------------------------------   Principal Accounting 
Christina L. Maier               Officer and Principal
                                 Financial Officer    


                                      6
<PAGE>


                                 EXHIBIT INDEX

        Exhibit               Description
        -------               -----------

         (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.

<PAGE>


        *(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 of 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.

        + Previously filed

        * Filed herewith