SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K
(Mark One)
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
| X |       EXCHANGE ACT OF 1934 [NO 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 ______________________

SEC COMMISSION NO. 0-23194

                   FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
-------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                  New Jersey                                  22-1284835
-----------------------------------------------        -------------------------
       (State or other jurisdiction of                       (I.R.S. Employer
      of incorporation or organization)                    Identification No.)

  7 Center Avenue, Little Falls, New Jersey                      07424
-----------------------------------------------        ------------------------
   (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:              (201) 256-2100
                                                               -----------------
Securities registered pursuant to Section 12(b) of the Act:           None
                                                               -----------------
Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $1.00 per share
                     ---------------------------------------
                                (Title of Class)

      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. [ ]

      The aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant - Not Applicable. The Registrant's voting stock is not regulatory
and actively traded in any established market.

      As of March 15, 1997,  the Registrant  had  outstanding  440,100 shares of
Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

1.    Portions of the Registrant's  Annual Report to Stockholders for the fiscal
      year ended December 31, 1996. (Parts II and IV)
2.    Portion of the Registrant's Proxy Statement for the 1997 Annual Meeting of
      Stockholders. (Part III).


<PAGE>



                                    PART I

Item 1.  Business
-----------------

      Business of the Corporation.  First Savings Bancorp of Little Falls,  Inc.
(the  "Corporation")  is a savings and loan  holding  company  headquartered  in
Little Falls,  New Jersey and was  incorporated  in March 1993 under the laws of
New Jersey. The Corporation has one subsidiary,  First Bank of Little Falls, FSB
(the "Bank"),  a federally  chartered stock savings bank. See "--Business of the
Bank." The Corporation owns 100% of the outstanding stock of the Bank.

      Business of the Bank. The Bank is a federally chartered stock savings bank
headquartered  in Little Falls,  New Jersey.  The Bank is subject to examination
and comprehensive regulation by the Office of Thrift Supervision ("OTS") and its
deposits have been federally insured by the Savings  Association  Insurance Fund
("SAIF") and its predecessor, the Federal Savings and Loan Insurance Corporation
since 1934.  The Bank is a member of and owns  capital  stock in the FHLB of New
York,  which is one of the 12 regional  banks in the FHLB  system.  The Bank has
investments in two service corporations. See "-- Subsidiary Activities.

      Competition.  The Bank is one of the many financial  institutions  serving
its market area  consisting  of the New Jersey  counties of Passaic,  Bergen and
Essex.  Deposit and loan competition varies depending upon market conditions and
comes from other  insured  financial  institutions,  such as  commercial  banks,
thrift institutions and credit unions.

Lending Activities

      The principal  lending activity of the Bank is the origination of mortgage
loans  secured  by  one-to-  four-family  residences  and  to a  lesser  extent,
multi-family commercial real estate mortgage loans, construction loans, consumer
loans and commercial loans.


                                      1

<PAGE>



      Analysis of Loan  Portfolio.  Set forth below is selected data relating to
the  composition  of the  Bank's  loan  portfolio  by type of loan on the  dates
indicated.

                                             At December 31,
                                --------------------------------------------
                                       1996                   1995
                                ---------------------  ---------------------
                                    $           %          $           %
                                --------      -------  ---------   ---------
Type of Loan                              (Dollars in Thousands)
Real estate loans:
  1-4 family.................   $ 78,838       83.22 % $ 70,157       81.73 %
  Other dwellings............      3,311        3.49      5,291        6.16
  Non-residential............      6,817        7.20      5,525        6.44
                                --------      ------   --------     -------
    Total real estate........     88,966       93.91     80,973       94.33
                                --------      ------   --------     -------
Commercial loans.............      3,954        4.18      3,576        4.17
                                --------      ------   --------     -------
Consumer loans:
  Savings account loans.... .        814         .86        811         .94
  Home improvement loans ....      1,091        1.15        870        1.01
  Student loans..............        116         .12        125         .15
  Other loans................        527         .56        146         .17
                                --------     -------   --------     -------
     Total consumer..........      2,548        2.69      1,952        2.27
                                --------     -------   --------     -------
                                  95,468      100.78     86,501      100.77
                                --------     -------   --------     -------
Less:
  Loans in process...........         --          --           --        --
  Deferred loan origination fees
   and discounts.............      (211)       (.23)      (276)       (.32)

  Allowance for loan losses..      (524)       (.55)      (389)       (.45)
                                --------     -------  --------     -------
                                   (735)       (.78)      (665)       (.77)
                                --------     -------  --------     -------
    Total loans, net.........   $ 94,733     100.00 % $  85,836     100.00 %
                                ========     ======   =========    =======



                                      2

<PAGE>




      Loan  Maturity  Tables.  The  following  table sets forth the  contractual
maturity of the Bank's loan portfolio at December 31, 1996.

<TABLE>
<CAPTION>

                                                    Due after
                                  Due within        1 through        Due after
                                    1 year           5 years          5 years        Total
                                    ------           -------          -------        ------
                                                         (In Thousands)
<C>                                <C>              <C>             <C>            <C>
1-4 family and other dwellings     $   837          $ 2,003         $ 79,309       $ 82,149
Commercial real estate........       1,551            4,715              551          6,817
Consumer and commercial.......         675            2,698            3,129          6,502
                                    ------           ------          -------        -------
                                   $ 3,063          $ 9,416         $ 82,989       $ 95,468
                                    ======           ======          =======        =======
</TABLE>


      The  following  table sets forth the dollar  amount of all loans due after
December  31,  1997,  which  have  predetermined  interest  rates and which have
floating or adjustable interest rates.

                                               Floating or
                               Fixed Rates    Adjustable Rates     Total
                               -----------    ----------------     -----
                                             (In Thousands)

1-4 family and other dwellings  $ 43,935           $37,377       $ 81,312
Commercial real estate......       2,255             3,011          5,266
Consumer and commercial.....       1,091             4,736          5,827
                                 -------           -------        -------
    Total...................    $ 47,281          $ 45,124       $ 92,405
                                 =======           =======        =======



      One-to Four-Family  Residential Loans. The Bank's primary lending activity
historically has consisted of the origination of one- to four-family residential
loans secured by  owner-occupied  property in the Bank primary  market area. The
Bank  generally  originated  one-to  four-family  residential  mortgage loans in
amounts up to 80% of the lesser of the  appraised  value or selling price of the
mortgage  property.  With private mortgage  insurance obtained for the borrower,
the maximum loan to value ratio is increased to 90%. However, the Bank generally
does not originate loans where the loan to value ratio exceeds 80%. When lending
is over $200,000, the maximum loan to value ratio is reduced to 70%. The maximum
loan  amount for such loans is handled on a case by case basis.  Mortgage  loans
originated and held by the Bank in its portfolio  generally include  due-on-sale
clauses  which  provide  the Bank  with the  contractual  right to deem the loan
immediately due and payable in the event that the borrower  transfers  ownership
of the property without the Bank consent.

      The Bank  typically  offers  adjustable-rate  mortgage  loans  (ARM's)  at
initial rates that are below the market rate ("teaser rates"). The Bank requires
for all adjustable-rate  mortgage loans that the borrower qualify at a rate that
is 2.75% above the initial  contractual rate. The Bank offers ARM's that reprice
annually with interest rate  adjustment  limitations  of 2% per year and 6% over
the life of the loan,  which most loans have terms between 15 and 30 years.  The
Bank offers ARMS's using the weekly  average yield on U.S.  Treasury  securities
plus 275 basis points.


                                      3

<PAGE>



      Adjustable-rate  mortgage loans decrease the risks associated with changes
in interest rates by more closely  reflecting  these changes,  but involve other
risks  because as  interest  rates  increase,  the  underlying  payments  by the
borrower increase,  thus increasing the potential for default. At the same time,
the  marketability  of the underlying  collateral  may be adversely  affected by
higher interest  rates.  Upward  adjustment of the contractual  interest rate is
also limited by the adjustable-rate mortgage loan documents, thereby potentially
limiting their  effectiveness  during periods of rising  interest  rates.  These
risks have not had an adverse effect on the Bank.

      Commercial  Real Estate.  Commercial  real estate loan  portfolio  consist
solely of loans  secured  by real  estate,  such as small  business  facilities,
office  buildings  and  other  non-residential   buildings.   Loans  secured  by
commercial  property may be in amounts up to 75% (80% in special  limited cases)
of the  appraised  value for a  maximum  term of 20  years.  Commercial  lending
entails  significant  additional  risks when  compared  with one-to  four-family
residential lending. For example, commercial loans typically involve larger loan
balances  to single  borrowers  or  groups of  related  borrowers,  the  payment
experience on such loans  typically is dependent on the successful  operation of
the project and these  risks can be  significantly  impacted by the cash flow of
the  borrowers  and supply and demand  conditions  in the market for  commercial
office, retail and warehouse space.

      Consumer  Loans.  Consumer loans  portfolio  primarily  consist of savings
account loans,  home  improvement  loans and second mortgage loans and to a much
lesser extent student loans and other personal loans.  Savings account loans are
offered  subject  to a 90% loan to value  ratio and home  improvement  loans and
second mortgage loans are offered subject to a 70% loan to value ratio.

      Loan Approval  Authority and  Underwriting.  All loans must be approved by
one or more loan committees. Loans for amounts over $500,000 must be approved by
the Board of Directors of the Bank.

      Upon receipt of a completed loan application from a prospective  borrower,
a credit report is generally  ordered,  income and certain other  information is
verified and, if necessary,  additional financial  information is requested.  An
appraisal  of the real estate  intended to be used as security  for the proposed
loan is obtained.  Appraisals are obtained from independent fee appraisers.  For
each estate loans the Bank requires  either title  insurance or a title opinion.
Borrowers  must also obtain fire and casualty  insurance  (for loans on property
located in a flood zone,  flood  insurance is required)  prior to the closing of
the loan.

      Loan  Commitments.  The Bank issues  written  commitments  to  prospective
borrowers on all approved real estate loans. Generally,  the commitment requires
acceptance  within 60 days of the date of issuance.  At December  31, 1996,  the
Bank had $1.2 million of commitments to cover originations.  Management believes
that virtually all of the Bank's commitments will be funded.

      Loans to One  Borrower.  Regulations  limit  loans-to-one  borrower  in an
amount equal to 15% of unimpaired  capital and  unimpaired  surplus of the Bank.
The Bank is authorized to lend up to an additional 10% of unimpaired capital and
unimpaired   surplus  if  the  loan  is  fully  secured  by  readily  marketable
collateral.  Savings banks are authorized to make loans to one borrower, for any
purpose, in an amount up to $500,000.  The Bank's maximum  loan-to-one  borrower
limit was approximately $1.4 million at December 31, 1996. At December 31, 1996,
the aggregate  loans  outstanding to our three largest  borrowers,  in excess of
$500,000, were approximately $970,000, $902,000 and $792,000,  respectively.  As
of the that date these  loans were  secured  loans and were  within our  lending
limit.


                                      4

<PAGE>



Non-Performing and Problem Assets

      Loan  Delinquencies.  Loans are reviewed on a regular basis and are placed
on a non-accrual  status when, in the opinion of  management,  the collection of
additional  interest is doubtful.  Residential and commercial mortgage loans are
placed on  non-accrual  status when either  principal  or interest is 90 days or
more past due and management  considers the interest  uncollectible  or when the
Bank commences foreclosure proceedings.  Interest accrued and unpaid at the time
a loan is placed on non-accrual status is charged against interest income.

      Real estate  acquired by the Bank as a result of foreclosure or by deed in
lieu of  foreclosure  is classified as real estate owned ("REO") until such time
as it is sold.  When REO is acquired,  it is recorded at the lower of the unpaid
principal  balance of the related loan or its fair market  value less  estimated
selling costs. Any write-down of REO is charged to the allowance for real estate
losses. At December 31, 1996, the Bank owned approximately $2.9 million,  net of
valuation reserves, of property classified as REO.

      The following table sets forth information regarding  non-performing loans
and real estate owned.

                                                              At December 31,
                                                          ----------------------
                                                            1996          1995
                                                          ---------    ---------
                                                               (In Thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Loans secured by 1-4 dwelling units.................    $    476      $    842
  All other mortgage loans............................       1,076           136

Non-mortgage loans:
  Consumer............................................          87           167
                                                            ------        ------

    Total.............................................     $ 1,639       $ 1,146
                                                            ------        ------

Restructured loans:
  Mortgage............................................       1,313         1,348
                                                            ------        ------

Total non-accrual and restructured loans..............     $ 2,952       $ 2,494
                                                            ------        ------

Real estate owned, net................................       2,906         3,725
                                                           -------        ------

Total non-performing assets (1).......................     $ 5,858       $ 6,219
                                                            ======        ======


------------------
(1)   In 1996 and 1995,  there were no accruing  loans which were  contractually
      past due 90 days or more.


Interest income that would have been recorded on loans on a non-accrual  status,
under the original terms of such loans, would have totaled $303,000 for the year
ended December 31, 1996.  Actual income  recorded on these loans during the year
ended December 31, 1996 totaled $230,000.


                                      5

<PAGE>



Real Estate Owned.  The following is a summary of significant properties in the
Bank's REO portfolio as of December 31, 1996.

      Cambridge  Court  Condominiums,  Fort Lee, New Jersey.  The original  loan
amount for the  construction of these 18 condominium  units was $7,000,000.  The
loan  was  originated  in  December,  1988 and the  property  was  appraised  at
$9,679,000  at that time.  The original  borrowers  were unable to meet the loan
payments due to  insufficient  cash flow.  The Bank has sold 15 of the 18 units,
and rented one unit and is expected the sell or rent the  remaining two units in
1997. The net book value as of December 31, 1996 is $523,000.

Office Building in Fairfield,  New Jersey (Chief Plaza). The original loan, made
in June, 1989, on this three story office building was in the amount of $500,000
with a total loan  commitment of $2,500,000.  In November 1996, the property was
appraised  at  $1,600,000.  As of  December  31,  1996,  the book  value of this
property was $1.5 million. The Company is planning to develop this property into
senior citizen housing.

      Allowance  for Loan  Losses.  It is  management's  policy to  provide  for
estimated  losses on its loan portfolio.  Provisions for loan losses are charged
to earnings to bring the total  allowance for loan losses to a level  considered
appropriate by management based on historical experience, the volume and type of
lending conducted by the Bank, the amount of the Bank's classified  assets,  the
status of past due principal and interest payments, general economic conditions,
particularly as they relate to the Bank's market area, and other factors related
to the  collectibility  of the Bank's  loan  portfolio.  Management  of the Bank
assesses  the  allowance  for loan  losses  on a  quarterly  basis and will make
provisions  for loan  losses as deemed  appropriate  by  management  in order to
maintain the adequacy of the allowance for loan losses. However, there can be no
assurance  that the  allowance  for loan losses will be adequate to cover losses
which may in fact be realized in the future and that  additional  provisions for
loan losses will not be required.

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

                                                      At December 31,
                                                      ------------------
                                                      1996        1995
                                                      -----       ------
                                                          (Dollars in
                                                           Thousands)

Allowance balances (at beginning of period)......   $    389    $    377
Provision (credit)...............................        142          80

Charge-offs:
  Mortgage ......................................        --          (71)
  Consumer and commercial........................        (7)          --
                                                     -------     -------
                                                         (7)         (71)
Recoveries of loans previously charged off.......        --            3
                                                     -------     -------
Allowance balance (at end of period).............   $    524    $    389
                                                     =======     =======

Net loans charged off as a percent of average
  loans outstanding..............................       .01%        .08%

Allowance as a percentage of:
  Total loans ...................................       .55%        .45%
  Non performing loans ..........................     17.75%      15.60%

                                      6

<PAGE>




      The  following  table sets forth  information  with  respect to the Bank's
allocation of allowance for loan losses for the periods indicated.

                                                 At December 31
                                   -------------------------------------------
                                          1996                    1995
                                   -------------------   ---------------------
                                             (Dollars in Thousands)
                                           Percent of              Percent of
                                          Loans in Each           Loans in Each
                                           Category to             Category to
                                    $      Total Loans     $      Total Loans
                                   ----   -------------  -----    -------------

Real estate-mortgage...........    $ 248       93.18%    $ 256         93.61%
Commercial.....................      247        4.15       107          4.13
Consumer.......................       29        2.67        26          2.26
                                    ----      ------      ----        ------
                                   $ 524      100.00%    $ 389        100.00%
                                    ====      ======      ====        ======



      The  following  table sets forth  information  with  respect to the Bank's
allowance for losses on real estate owned.

                                              At December 31,
                                             1996        1995
                                         (Dollars in Thousands)

Total real estate owned................     $ 3,444     $ 4,027
                                            =======     =======

Allowance balances - beginning.........     $   303     $ 1,462
Provision..............................         256         130

Charge-offs............................         (21)     (1,289)
                                            -------     -------

Allowance balances - ending............     $   538     $   303
                                            =======     =======



Investment Activities

      Investment  Securities.  The Bank is required under federal regulations to
maintain a minimum  amount of liquid  assets  which may be invested in specified
short-term  securities  and certain  other  investments.  The Bank has generally
maintained  a liquidity  portfolio  well in excess of  regulatory  requirements.
Liquidity  levels may be  increased or  decreased  depending  upon the yields on
investment  alternatives and upon management's judgment as to the attractiveness
of the  yields  then  available  in  relation  to  other  opportunities  and its
expectation of future yield levels,  as well as  management's  projections as to
the short-term  demand for funds to be used in the Bank's loan  origination  and
other activities.

                                      7

<PAGE>




      The  investment  securities  "available  for sale" and "held to  maturity"
portfolios at December 31, 1996 did not contain securities of any issuer with an
aggregate  book value in excess of 10% of the Bank's  liquity,  excluding  those
issued by the United States or its agencies.

Mortgage-Backed  Securities.  To  supplement  lending  activities,  the Bank has
invested in mortgage- backed securities. Mortgage-backed securities can serve as
collateral for borrowings and, through repayments, as a source of liquidity.

      Mortgage-backed securities represent a participation interest in a pool of
single-family or other type of mortgages, the principal and interest payments on
which  are  passed  from  the  mortgage  originators,   through   intermediaries
(generally   quasi-governmental   agencies)   that   pool  and   repackage   the
participation  interests in the form of  securities,  to  investors  such as the
Bank. Such quasi-governmental agencies, which guarantee the payment of principal
and  interest  to  investors,  primarily  include  Federal  Home  Loan  Mortgage
Association  ("FHLMC"),   Government  National  Mortgage  Association  ("GNMA"),
Federal   National   Mortgage   Association   ("FNMA"),   and   Small   Business
Administration ("SBA").

      Mortgage-backed  securities  typically  are issued with  stated  principal
amounts and the securities are backed by pools of mortgages that have loans with
interest  rates  that  are  within  a range  and have  varying  maturities.  The
underlying pool of mortgages can be composed of either  fixed-rate  mortgages or
adjustable-rate  mortgage  loans.   Mortgage-backed   securities  are  generally
referred to as mortgage participation certificates or pass-through certificates.
As a result,  the interest rate risk  characteristics  of the underlying pool of
mortgages, (i.e., fixed-rate or adjustable-rate) as well as prepayment risk, are
passed on to the certificate holder. The life of a mortgage-backed  pass-through
security  is  equal  to the life of the  underlying  mortgages.  Mortgage-backed
securities  issued  by  FHLMC,  FNMA,  GNMA,  SBA  make  up a  majority  of  the
pass-through certificates market.

     Investment Portfolio.  The following table sets forth the carrying value of
the Company's investment securities portfolio and mortgage-backed  securities at
the dates indicated.

                                                  At December 31,
                                               ---------------------
                                                 1996         1995
                                               --------     --------
                                                   (In Thousands)
Held to Maturity
Investment Securities:
U.S. Government Agency Securities.........     $ 2,000       $19,000
                                                ------        ------
   Total Investment Securities............     $ 2,000       $19,000
                                                ======        ======

Mortgage-Backed Securities................     $12,805       $ 2,545
                                                ------        ------

  Total...................................     $12,805       $ 2,545
                                                ======        ======


                                                  At December 31,
                                               ---------------------
                                                 1996         1995
                                               --------     --------
Available for Sale
Mortgage-backed securities................     $37,507       $35,964
                                                ======        ======



                                      8

<PAGE>




      The  following  table  sets  forth  information  regarding  the  scheduled
maturities,  carrying  values,  market value and weighted average yields for the
Bank's investment  securities portfolio at December 31, 1996. The table does not
take into  consideration  the effects of scheduled  repayments or the effects of
possible prepayments.

<TABLE>
<CAPTION>

                                                                         As of December 31, 1996
                           --------------------------------------------------------------------------------------------------------
                                                More than One to   More than Five to                               Total
                            One Year or Less       Five Years          Ten Years      More than Ten Years   Investment Securities
                           ------------------  ------------------  ----------------  -------------------- -------------------------
                           Carrying   Average  Carrying   Average  Carrying  Average Carrying    Average  Carrying Average   Market
                            Value      Yield    Value      Yield    Value     Yield    Value      Yield     Value   Yield    Value
                            -----      -----    -----      -----    -----     -----    -----      -----     -----   -----    -----
                                                                       (Dollars in Thsands)

<S>                            <C>      <C>    <C>         <C>    <C>         <C>     <C>         <C>      <C>       <C>    <C>
U.S. Government Obligations    $ --         %  $    --         %  $     --        %   $ 2,000     7.35%    $ 2,000   7.35%  $ 2,000
Mortgage-backed securities      638     5.82    11,665     6.41     11,541    7.20     26,468     6.74      50,312   6.76    50,319
                               ----     ----   -------     ----    -------    ----    -------     ----     -------   ----   -------
     Total...............      $638     5.82%  $11,665     6.41%  $ 11,541    7.20%   $28,468     6.78%    $52,312   6.78%  $52,319
                               ====     ====   =======     ====   ========    ====    =======     ====     =======   ====   =======

</TABLE>



                                            9

<PAGE>



Subsidiary Activities of the Bank

      The Bank is  permitted  to  invest up to 2% of its  assets in the  capital
stock of, or secured or unsecured  loans to,  subsidiary  corporations,  with an
additional  investment  of 1% of  assets  when  such  additional  investment  is
utilized primarily for community development purposes. At December 31, 1996, the
Bank had investments in two service  corporation,  incorporated under New Jersey
law, First Service Corporation of Little Falls and Redeem, Inc.

      First  Service was formed in 1996 as a service  corporation  to facilitate
the  licensing of  representatives  of the Bank to sell  annuities and insurance
products to the Bank's  customers.  At December 31, 1996, First Service provided
fees to the Bank in the amount of $7,000 and had total  assets of  $27,000.  The
Bank owns 100% of the stock of both companies.

     Redeem, Inc. was formed in 1993 as a service corporation to serve as an REO
subsidiary in connection with taking title to REO properties. As of December 31,
1996,  Redeem,  Inc.  does  not  hold  title  to any  property  and has no loans
outstanding from the Bank. In addition,  Redeem,  Inc. has no significant assets
or liabilities.


Sources of Funds

      General. Deposits are the major source of the Bank's funds for lending and
other investment purposes. In addition to deposits,  First Savings derives funds
from  amortization  and  prepayment  of  loan  and  mortgage-backed   securities
principal,  operations  and,  if  needed,  advances  from the FHLB of New  York.
Scheduled  loan  and  mortgage-backed  securities  principal  repayments  are  a
relatively  stable source of funds,  while deposit inflows and outflows and loan
and  mortgage-backed  securities  prepayments  are  significantly  influenced by
general  interest  rates  and  market  conditions.  Borrowings  may be used on a
short-term  basis to compensate for reductions in the availability of funds from
other sources or on a longer term basis for general business purposes.

      Deposits.  Consumer and commercial deposits are attracted principally from
within the Bank's primary market area through the offering of a broad  selection
of deposit  instruments  including NOW, regular  savings,  money market deposit,
term  certificate   accounts   (including   negotiated  jumbo   certificates  in
denominations of $100,000 or more) and individual  retirement accounts.  Deposit
account terms vary according to the minimum balance  required,  the time periods
the funds must remain on deposit and the interest rate, among other factors. The
Bank  regularly  evaluates the internal cost of funds,  surveys rates offered by
competing  institutions,  reviews the Bank's cash flow  requirements for lending
and liquidity and executes rate changes when deemed  appropriate.  The Bank does
not obtain funds through brokers,  nor does it actively solicit funds outside of
the State of New Jersey.



                                      10

<PAGE>



     Time Deposits Maturity Schedule.  The following table sets forth the amount
and maturities of time deposits at December 31, 1996.

                                           Amount Due
                        -------------------------------------------------------
                        Less Than       1-2          2-4        After
                         One Year       Years        Years     4 Years   Total
                        ----------    ---------    ---------   -------  -------
                                           (In thousands)
Weighted average rate:
  4.00% or less....      $   583      $    252      $   --     $    -- $    835
  4.01% - 6.00%....       56,107        16,711       6,329       2,122   81,269
  6.01% - 8.00%....       32,040         1,332       1,697       3,164   38,233
  8.01% - 10.00%...           --            --          --          --       --
                         -------      --------      ------     -------  -------
    Total..........      $88,730      $ 18,295      $8,026     $ 5,286 $120,337
                         =======      ========      ======     =======  =======



      Deposits  Accounts of $100,000 or More. The following  table indicates the
amount of the Bank's time deposits of $100,000 or more by time  remaining  until
maturity as of December 31, 1996:

Maturity Period                                  Amount Due
---------------                                  ----------
                                            (Dollars in Thousands)

Three months or less.......................         $3,589
Three through six months...................          1,611
Six through twelve months..................          2,449
Over twelve months.........................          1,754
                                                   -------
                                                   $ 9,403
                                                   =======


      Borrowings.  The Bank, if the need arises, may rely upon advances from the
FHLB of New York to supplement  its supply of lendable funds and to meet deposit
withdrawal  requirements.  Advances  from the  FHLB of New  York  are  typically
secured  by  the  Bank's  stock  in  the  FHLB  and  a  portion  of  the  Bank's
mortgage-backed securities.

      The  following  table  sets  forth  certain   information  as  the  Bank's
short-term FHLB advances at the dates indicated.

                                As of and for the Years Ended
                                -----------------------------
                                   1996               1995
                                -----------        ----------
                                   (Dollars in Thousands)
Maximum balance............     $  12,600            $12,600
Average balance............        10,767              2,225
Balance at end of period...            --             12,600
Weighted average rate:
  at end of period.........            --%              5.78%
  during the period........          5.50%              5.89%




                                 11

<PAGE>




Employees

      As of  December  31,  1996,  the Bank  had 34  full-time  and 7  part-time
employees.  The  employees  are  not  represented  by  a  collective  bargaining
agreement. The Bank believes its employee relations are good.

Regulation

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

Company Regulation

      General. The Company is a unitary savings and loan holding company subject
to regulatory oversight by the OTS. As such, the Company is required to register
and file reports with the OTS and is subject to regulation  and  examination  by
the OTS. In addition, the OTS has enforcement authority over the Company and its
non-savings association subsidiaries,  should such subsidiaries be formed, which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary  savings  association.  This  regulation and
oversight is intended primarily for the protection of the depositors of the Bank
and not for the benefit of stockholders of the Company.

      Qualified  Thrift  Lender  Test.  As a unitary  savings  and loan  holding
company, the Company generally is not subject to activity restrictions, provided
the Bank  satisfies  the Qualified  Thrift  Lender  ("QTL") test. If the Company
acquires  control of another savings  association as a separate  subsidiary,  it
would become a multiple savings and loan holding company,  and the activities of
the  Company  and any of its  subsidiaries  (other  than the  Bank or any  other
SAIF-insured   savings   association)   would  become  subject  to  restrictions
applicable to bank holding  companies unless such other  associations  each also
qualify as a QTL and were acquired in a supervisory acquisition. See "Regulation
of the Bank -- Qualified Thrift Lender Test."

Regulation of the Bank

      General. As a federally chartered,  SAIF-insured savings association,  the
Bank is  subject  to  extensive  regulation  by the OTS  and the  FDIC.  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Federal Reserve Board.

      The OTS, in  conjunction  with the FDIC,  regularly  examines the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that they find in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
law,  especially  in such matters as the  ownership of savings  accounts and the
form and content of the Bank's mortgage documents.

      The Bank  must  file  reports  with the OTS and the  FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended primarily for

                                      12

<PAGE>



the protection of the SAIF and depositors.  The regulatory  structure also gives
the  regulatory  authorities  extensive  discretion  in  connection  with  their
supervisory  and  enforcement  activities and  examination  policies,  including
policies with respect to the  classification  of assets and the establishment of
adequate  loan  loss  reserves  for  regulatory  purposes.  Any  change  in such
regulations,  whether by the OTS, the FDIC or the Congress could have a material
adverse impact on the Company, the Bank and their operations.

      Insurance of Deposit Accounts.  The Bank's deposit accounts are insured by
the SAIF to a maximum of $100,000 for each insured member (as defined by law and
regulation).  The FDIC has the  authority,  should it  initiate  proceedings  to
terminate an institution's  deposit  insurance,  to suspend the insurance of any
such institution without tangible capital. However, if a savings association has
positive capital when it includes qualifying  intangible assets, the FDIC cannot
suspend deposit  insurance unless capital declines  materially,  the institution
fails to enter into and remain in  compliance  with an approved  capital plan or
the institution is operating in an unsafe or unsound manner.

      Regardless of an institution's capital level, insurance of deposits may be
terminated by the FDIC upon a finding that the institution has engaged in unsafe
or  unsound  practices,  is  in an  unsafe  or  unsound  condition  to  continue
operations,  or has violated any  applicable  law,  regulation,  rule,  order or
condition imposed by the FDIC or the institution's  primary regulator.  The FDIC
may also  prohibit  an  insured  depository  institution  from  engaging  in any
activity  the  FDIC  determines  to  pose a  serious  threat  to the  SAIF.  The
management of the Bank is unaware of any practice,  condition, or violation that
might lead to termination of its deposit insurance.

      The FDIC charges an annual  assessment for the insurance of deposits based
on the risk a particular  institution poses to its deposit insurance fund. Under
this system,  a savings  association pays within a range of 23 cents to 31 cents
per  $100  of  domestic   deposits,   depending  upon  the  institution's   risk
classification.  This risk  classification is based on an institution's  capital
group and supervisory subgroup assignment.  In addition,  the FDIC is authorized
to increase such deposit insurance rates on a semi-annual basis if it determines
that such  action is  necessary  to cause the  balance  in the SAIF to reach the
designated  reserve ratio of 1.25% of SAIF-insured  deposits within a reasonable
period of time. The SAIF was substantially underfunded at September 30, 1996. In
addition,  the FDIC may  impose  special  assessments  on SAIF  members to repay
amounts borrowed from the U.S. Treasury or for any other reason deemed necessary
by the FDIC. The Bank's federal deposit  insurance  premium expense for the year
ended December 31, 1996 amounted to approximately  $1.1 million.  By comparison,
at December  31,  1996,  members of the BIF were  required to pay  substantially
lower, or virtually no, federal deposit insurance premiums.

      Effective  September  30,  1996,  federal  law was  revised  to  mandate a
one-time  special  assessment on SAIF members such as the Bank of  approximately
 .657% of deposits held on March 31, 1995.  The Bank recorded a $845,000  pre-tax
expense for this  assessment at September 30, 1996, and such assessment was paid
on November 27, 1996.  Beginning January 1, 1997, deposit insurance  assessments
for a  significant  portion  of SAIF  members  are  expected  to be  reduced  to
approximately  .064% of  deposits  on an annual  basis  through the end of 1999.
During this same period,  BIF members are expected to be assessed  approximately
0.13% of deposits.  Thereafter,  assessments  for BIF and SAIF members should be
the  same  and the  SAIF  and BIF  may be  merged.  It is  expected  that  these
continuing  assessments  for  both  SAIF and BIF  members  will be used to repay
outstanding  Financing  Corporation  bond  obligations.  Assuming  these changes
occur,  beginning  January 1, 1997, the rate of deposit  insurance  assessed the
Bank will decline by approximately 70%.

                                      13

<PAGE>



      Regulatory Capital  Requirements.  OTS capital regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets,  (2) a leverage ratio (core capital) equal to at least
3% of total adjusted assets, and (3) a risk-based  capital  requirement equal to
8.0% of total risk-weighted assets.

      The following table sets forth the Bank's  regulatory  capital position at
December 31, 1996, as compared to the minimum  regulatory  capital  requirements
imposed on the Bank by the OTS at that date.

                                                        Percent of
                                                         Adjusted
                                         Amount           Assets
                                         ------           ------
                                          (Dollars in Thousands)
Tangible Capital:
Actual capital....................        $8,608            5.19%
Regulatory requirement............         2,490            1.50
                                           -----            ----
  Excess..........................        $6,118            3.69%
                                           =====            ====

Core Capital:
Actual capital....................        $8,608            5.19%
Regulatory requirement............         4,980            3.00
                                           -----            ----
  Excess..........................        $3,628            2.19%
                                           =====            ====

Risk-Based Capital:
Actual capital....................        $9,424           13.17%
Regulatory requirement............         5,725            8.00
                                           -----            ----
  Excess..........................        $3,699            5.17%
                                           =====            ====



      Dividend  and Other  Capital  Distribution  Limitations.  OTS  regulations
require  the  Bank to give  the OTS 30  days'  advance  notice  of any  proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory powers to prohibit the payment of dividends to the Company.

      OTS  regulations  impose  limitations  upon all capital  distributions  by
savings  institutions,  such  as  cash  dividends,  payments  to  repurchase  or
otherwise acquire its shares, payments to shareholders of another institution in
a cash-out  merger and other  distributions  charged against  capital.  The rule
establishes  three tiers of  institutions,  based primarily on an  institution's
capital  level.  An  institution  that  exceeds  all  fully  phased-in   capital
requirements  before  and  after  a  proposed  capital   distribution  ("Tier  1
institution")  and has not  been  advised  by the OTS that it is in need of more
than the normal  supervision can, after prior notice but without the approval of
the OTS, make capital  distributions during a calendar year equal to the greater
of (i) 100% of its net income to date during the  calendar  year plus the amount
that would reduce by one-half its "surplus  capital  ratio" (the excess  capital
over its fully phased-in capital  requirements) at the beginning of the calendar
year,  or (ii) 75% of its net income over the most recent four  quarter  period.
Any additional capital  distributions  require prior regulatory approval.  As of
December 31, 1996,  the Bank was a Tier 1  institution.  In the event the Bank's
capital fell below its fully  phased-in  requirement or the OTS notified it that
it was in need of more than  normal  supervision,  the  Bank's  ability  to make
capital distributions could be restricted. In addition, the OTS could prohibit a
proposed  capital  distribution  by any  institution,  which would  otherwise be
permitted by the regulation,  if the OTS determines that such distribution would
constitute an unsafe or unsound practice.

                                      14

<PAGE>




      Qualified Thrift Lender Test.  Savings  institutions must meet a QTL test.
If the Bank  maintains  an  appropriate  level of Qualified  Thrift  Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-backed  securities)  ("QTIs") and otherwise qualifies as a QTL, it will
continue  to enjoy  full  borrowing  privileges  from the FHLB of New York.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 10% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs. The method for measuring  compliance with the QTL test is on a
monthly basis in nine out of every 12 months.  As of December 31, 1996, the Bank
was in compliance with its QTL requirement.

      Federal  Home  Loan Bank  System.  The Bank is a member of the FHLB of New
York,  which is one of 12  regional  FHLBs that  administer  the home  financing
credit  function  of  savings  associations.  Each FHLB  serves as a reserve  or
central bank for its members within its assigned region.  It is funded primarily
from  proceeds  derived from the sale of  consolidated  obligations  of the FHLB
System.  It makes loans to members (i.e.,  advances) in accordance with policies
and  procedures  established by the Board of Directors of the FHLB. As a member,
the Bank is required to purchase and  maintain  stock in the FHLB of New York in
an amount  equal to at least 1% of its  aggregate  unpaid  residential  mortgage
loans, home purchase contracts,  or similar obligations at the beginning of each
year.

      Federal Reserve System.  The Federal Reserve Board requires all depository
institutions  to maintain  non-interest  bearing  reserves at  specified  levels
against  their  transaction  accounts  (primarily  checking,  NOW and  Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements  imposed by the Federal Reserve Board may be used
to satisfy the liquidity  requirements  that are imposed by the OTS. At December
31,  1996,  the  Bank  was  in  compliance  with  these  Federal  Reserve  Board
requirements.

Item 2.  Properties
-------------------

      The Bank  conducts its business  through three  offices,  two of which are
located in Passaic County and one of which is located in Bergen County. The Bank
owns all of its properties.

Item 3.  Legal Proceedings
--------------------------

      The Bank,  from time to time,  is a party to  routine  legal  proceedings,
which arise in the ordinary  course of business.  In the opinion of  management,
such legal  proceedings in the aggregate are immaterial to the Bank's  financial
condition or results of operations.

Item  4.  Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------

      No matters were submitted to a vote of security  holders during the fourth
quarter of the fiscal year.

                                    PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
--------------------------------------------------------------------------------
Matters
-------

      The  information  contained under the section  captioned  "Market Price of
Stock and Related  Security  Holder  Matters" in the Company's  Annual Report to
Stockholders for the fiscal year ended December 31, 1996 (the "Annual  Report"),
is incorporated herein by reference.

                                      15

<PAGE>




Item 6.  Selected Financial Data
--------------------------------

      The information  contained in the section  captioned  "Selected  Financial
Data" in the Annual Report is incorporated herein by reference.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------

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

Item  8.  Financial Statements and Supplementary Data
-----------------------------------------------------

      The Company's  consolidated  financial statements listed in Item 13 herein
are incorporated herein by reference.

Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
-------------------------------------------------------------------------------
Financial Disclosure
--------------------

      Not applicable.

                                   PART III


Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

      For information concerning the Board of Directors of the Corporation,  the
information  contained  under the section  captioned  "Section 16(a)  Beneficial
Ownership Reporting Compliance" and "Proposal I "Information with Respect to the
Nominee For Director, Directors Continuing In Office, and Executive Officers" in
the "Proxy Statement" incorporated herein by reference.

Item 11.  Executive Compensation
--------------------------------

      The  information  contained  under the section  captioned  "Directors  and
Executive Compensation" in the Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

      (a)   Security Ownership of Certain Beneficial Owners

            Information   required  by  this  item  is  incorporated  herein  by
            reference to the section captioned "Voting  Securities and Principal
            Holders Thereof" in the Proxy Statement.

      (b)   Security Ownership of Management

            Information   required  by  this  item  is  incorporated  herein  by
            reference to the section captioned  "Proposal I -- "Information With
            Respect to the Nominee for Director,  Director Continuing in Office,
            and Executive Officers" in the Proxy Statement.

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

                                      16

<PAGE>





Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

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

                                    PART IV

Item 14.  Exhibits, Financial Statements, and Reports on Form 8-K
-----------------------------------------------------------------

(a)(1)      The  Consolidated  Financial  Statements and  Independent  Auditors'
            Report included in the Annual Report, listed below, are incorporated
            herein by reference.

            Independent Auditors' Report

            (a)   Consolidated  Statements of Financial Condition as of December
                  31, 1996 and 1995

            (b)   Consolidated  Statements  of  Operations  for the years  ended
                  December 31, 1996, 1995 and 1994

            (c)   Consolidated Statements of Changes in Stockholders' Equity for
                  the years ended December 31, 1996, 1995 and 1994

            (d)   Consolidated Statements of Cash Flows for each the years ended
                  December 31, 1996, 1995 and 1994

            (e)   Notes to Consolidated Financial Statements

(a)(2)      All schedules have been omitted, because the required information is
            either  inapplicable  or  included  in  the  Notes  to  Consolidated
            Financial Statements.

(b)   Reports on Form 8-K.

      None

(c)   Exhibits.

            3(i)     Articles  of  Incorporation  of First  Savings  Bancorp  of
                     Little Falls, Inc.*
            3(ii)    Bylaws  of First  Savings  Bancorp of Little Falls,  Inc.*
            4(i)(a)  Specimen Stock Certificate  -  Common  Stock*
            10(i)    Employment Agreement with Haralambos S. Kostakopoulos*
            10(ii)   Shareholders' Agreement*
            10(iii)  Investor Agreement*
            13       Annual Report to Stockholders for the fiscal year ended
                     December  31, 1996
            21       Subsidiaries of the Company (See Item 1. Business)
            27       Financial Data Schedule**

----------------
*     Incorporated by reference to the registration  statement on Form S-4 (File
      No. 33-61632), filed with the SEC on April 3, 1993.
**    Electronic filing only.


                                      17

<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.

                                         FIRST SAVINGS BANCORP OF
                                         LITTLE FALLS, INC.


Dated: March 31, 1997                    By: /s/  Haralambos S. Kostakopoulos
                                            -----------------------------------
                                            Haralambos S. Kostakopoulos
                                            President, Chief Executive
                                            Officer and Director (Duly
                                            Authorized Representative)

      Pursuant to the  requirement 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.

By:   /s/  Haralambos S. Kostakopoulos       By: /s/ Emanuel M. kontokosta
      ----------------------------------     -----------------------------------
      Haralambos S. Kostakopoulos            Emanuel M. Kontokosta
      President, Chief Executive Officer,    Chairman of the Board
      Principal Financial Officer
      and Director

      Dated:  March 31, 1997                 Dated:  March 31, 1997


By:    /s/  Brian McCourt                    By:
      ----------------------------------     ----------------------------------
      Brian McCourt                          Frederick J. Tedeschi
      Vice President, Controller and         Vice Chairman of the Board
      Principal Accounting Officer


      Dated:  March 31, 1997               Dated:  March ____, 1997

By:                                      By: /s/  Paul D. Oesterle, Jr.
      ----------------------------------     -----------------------------------
      Nikos P. Mouyiaris                     Paul D. Oesterle, Jr.
      Vice Chairman of the Board             Director

      Dated:  March ____, 1997               Dated:  March 31, 1997


By:    /s/  Anthony J. Sansiveri
      ----------------------------------
      Anthony J. Sansiveri
      Director

      Dated:  March 31, 1997