SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM l0-K/A
                                (Amendment No. 3)

                                   ----------

     |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, 1998

                                       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 1-08660

                              Hudson United Bancorp
              ----------------------------------------------------
             (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 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:

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


           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None

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 stock held by non-affiliates of the
Registrant, as of March 11, 1999 was $1,344,064,439.

The number of shares of Registrant's Common Stock, no par value, outstanding as
of March 11, 1999 was 39,677,179.


<PAGE>

The amendment on Form 10-K/A is being filed to add certain Part III information
about Betsy Z. Cohen and William H. Lamb, former directors of JeffBanks, Inc.
who became directors of Hudson United Bancorp upon the merger of JeffBanks into
Hudson United, and to correct a typographical error in Exhibit 13 to properly
show the names of Arthur Andersen LLP on their report on Hudson United's
financial statements.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

HUBCO's Proxy Statement for its 1999 Annual Meeting under the caption "Election
of Directors", contains the information required by Item 10 with respect to
directors of HUBCO and certain information with respect to executive officers
and that information is to be incorporated herein by reference. Certain
additional information regarding executive officers of HUBCO, who are not also
directors, appears under subsection (e) of Item 1 of this Form 10-K.

Both Betsy Z. Cohen and William H. Lamb became directors of Hudson United
Bancorp in 1999 in connection with Hudson's acquisition of JeffBanks, Inc. The
following information about Mrs. Cohen and Mr. Lamb, is derived from the
JeffBanks, Inc. 1999 Annual Proxy Statement.

Mrs. Cohen, age 56, had the following principal occupations for the prior five
years: She served as Chairman of the Board of Directors, Chief Executive Officer
and a director of JeffBanks, Inc. since 1981, as Chairman of the board of
directors, Chief Executive Officer and a director of Jefferson Bank since 1974
and as Chairman of the board of directors and a director of Jefferson Bank of
New Jersey since 1988. Mrs. Cohen is also Chairman, Chief Executive Officer and
a trustee of Resource Asset Investment Trust, a publicly-traded real estate
investment trust, and a director of Life Technologies, Inc. and Aetna Inc.

Mr. Lamb, age 58, had the following principal occupations for the prior five
years: He served as Secretary and a director of the JeffBanks, Inc. and
Jefferson Bank since 1981 and 1974, respectively. Mr. Lamb has been a senior
member of the Chester County, Pennsylvania law firm of Lamb, Windle & McErlane,
P.C. since 1970.

     The following table sets forth information concerning the beneficial
ownership of Hudson United Bancorp Common Stock by Mrs. Cohen and Mr. Lamb as of
December 1, 1999 and is derived from their filings on Form 4 as of that date.

                           Number of Common
    Name                Shares Beneficially Owned              Percent of class
    ----                -------------------------              ----------------
Betsy Z. Cohen                 1,261,011(1)                         2.42%

William H. Lamb                  513,705(2)                         0.98%


(1)  of this total, 96,895 shares are held by Mrs. Cohen's spouse, 17,597 shares
     are held by Mrs. Cohen as custodian for her children, 211,282 shares are
     held in the name of trusts for which Mrs. Cohen acts as trustee, and
     517,766 shares are held by a limited partnership of which Mrs. Cohen is a
     general partner.

(2)  of this total, 90,768 shares are held by Mr. Lamb's spouse, 106,745 shares
     are held by Mr. Lamb and his spouse jointly, and 50,535 shares are held in
     the name of trusts for which Mr. Lamb acts as trustee.

<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

HUBCO's Proxy Statement for its 1999 Annual Meeting under the captions
"Compensation Committee Interlocks and Insider Participation" and "Certain
Transactions with Management", contains the information required by Item 13 and
that information is to be incorporated herein by reference.

JeffBanks, Inc. and its subsidiaries entered into several related party
transactions with Mrs. Cohen and Mr. Lamb and their respective spouses. The
following information about Mrs. Cohen and Mr. Lamb is derived from the
JeffBanks, Inc. 1999 Annual Proxy Statement, except as noted.

Jefferson Bank leased facilities at 1607-1609 Walnut Street from Jefferson
Associates II. Jefferson Associates II is a Pennsylvania limited partnership,
the partners of which are also comprised principally of persons related to
JeffBanks, Inc. and Jefferson Bank as officers, directors or legal counsel.
Edward E. Cohen, husband of Mrs. Cohen, and Patricia K. Lamb, the wife of Mr.
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, at an annual gross rental base of $152,216. The lease provides
for yearly escalations based upon increases in the cost of living, with a
minimum increase of 3% and a maximum increase of 7% in any such year. In
addition, under the terms of the lease, Jefferson Bank is responsible for
payment of taxes, utilities and insurance on the building.

Jefferson Bank intends to sublet a portion of the space not used for its branch
location to Brandywine Construction & Management, Inc., of which Mr. Cohen is a
director and minority shareholder. Jefferson Bank has also leased premises for
its Manayunk branch office from Canal House Historic Associates, a Pennsylvania
limited partnership which may be deemed to be an affiliate of Mr. Cohen. The
initial term of the lease expired in May 1995, whereupon Jefferson Bank
exercised the first of three five-year renewal options at an annual base rent of
$46,095. During the second and third renewal terms, base rent will be the
prevailing market rent, provided that the minimum annual rent payable during the
second renewal term is $48,250 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. Jefferson Bank of New Jersey has leased
premises for its Haddon Heights branch office from Jefferson Associates NJ,
L.P., a New Jersey limited partnership comprised of directors of Jefferson Bank
of New Jersey. Mrs. Cohen and Mr. Cohen are limited partners of the partnership.
The lease provides for a term expiring March 1,2001 at an annual rental of
$133,860.

In March 1998 RAI, of which Mr. Cohen is an executive officer and director,
established an $18.0 million revolving credit facility with Jefferson Bank for
RAI's commercial mortgage loan operations. No borrowings have been made under
this facility to date. The facility was made available to RAI in the ordinary
course of Jefferson Bank's business on substantially the same terms, including
interest rate and collateral, as those prevailing for comparable transactions
with unrelated parties. In the event that any part of this facility is drawn
down, it is management's opinion that the loan will not represent a greater than
normal risk of collectibility or present other unfavorable features.

In addition to the transactions listed above, which were described in the
JeffBanks, Inc. proxy statement, Mrs. and Mr. Cohen and Mr. And Mrs. Lamb may
have been customers of, and have had normal banking relationships with,
Jefferson Bank and Jefferson Bank New Jersey. However, any such relationship was
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated parties.
Also, since January 1, 1999, JeffBanks, Inc. and its subsidiaries paid Mr. Lamb
and the firm Lamb, Windle & McErlane, P.C., of which Mr. Lamb is a member, legal
and consulting fees in excess of $60,000.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements 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


Dated: January 31, 2000                     By:   D. LYNN VAN BORKULO-NUZZO
                                                --------------------------------
                                                  D. Lynn Van Borkulo-Nuzzo,
                                                  Executive Vice President