<PAGE> 1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

     (Mark One)   Quarterly Report Pursuant to Section 13 or 15(d) of
        [X]              the Securities Exchange Act of 1934
                  For the quarterly period ended June 30, 2004
                                       OR
        [ ]      Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                For the transition period from ______ to _______

                          Commission File No.: 0-29826
                                               -------

                           LONG ISLAND FINANCIAL CORP.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                11-3453684
              --------                                ----------
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

         One Suffolk Square
         ------------------
   1601 Veterans Memorial Highway
   ------------------------------
         Islandia, New York                                       11749
         ------------------                                      -------
(Address of Principal Executive Offices)                        (Zip Code)

                                 (631) 348-0888
                                 --------------
              (Registrant's telephone number, including area code)



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 whether the registrant is an accelerated filer (as
defined in Rule 12B-2 of the Exchange Act): Yes [ ] No [X]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock par value $.01, per share. The registrant had 1,507,372 shares of
Common Stock outstanding as of August 6, 2004.


<PAGE> 2


                                            FORM 10-Q
                                   LONG ISLAND FINANCIAL CORP.

                                              INDEX
<TABLE>
<CAPTION>
                                                                                                        PAGE
PART I - FINANCIAL INFORMATION                                                                         NUMBER
------------------------------                                                                         ------

<S>                                                                                                      <C>
ITEM 1.       Consolidated Financial Statements - Unaudited

              Consolidated Balance Sheets at June 30, 2004
                    and December 31, 2003                                                                 2
              Consolidated Statements of Operations for the Three Months and
                    Six Months Ended June 30, 2004 and 2003                                               3
              Consolidated Statement of Changes in Stockholders' Equity
                    for the Six Months Ended June 30, 2004                                                4
              Consolidated Statements of Cash Flows for the Six Months
                    Ended June 30, 2004 and 2003                                                          5
              Notes to Consolidated Financial Statements                                                  6

ITEM 2.       Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                                                  11

ITEM 3.       Quantitative and Qualitative Disclosures About Market Risk                                 22

ITEM 4.       Controls and Procedures                                                                    23


PART II  - OTHER INFORMATION
----------------------------

ITEM 1.       Legal Proceedings                                                                          23

ITEM 2.       Changes in Securities, Use of Proceeds, and Issuer Purchases
                    of Equity Securities                                                                 23

ITEM 3.       Defaults Upon Senior Securities                                                            23

ITEM 4.       Submission of Matters to a Vote of Security Holders                                        24

ITEM 5.       Other Information                                                                          24

ITEM 6.       Exhibits and Reports on Form 8-K                                                           24

SIGNATURES                                                                                               25

</TABLE>



                                                       1
<PAGE> 3
<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1.       CONSOLIDATED FINANCIAL STATEMENTS
-------       ---------------------------------

                                   LONG ISLAND FINANCIAL CORP.
                                   CONSOLIDATED BALANCE SHEETS
                                           (UNAUDITED)
                                (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                     JUNE 30,          DECEMBER 31,
                                                                                       2004                2003
                                                                                       ----                ----
<S>                                                                                <C>                 <C>
ASSETS:

Cash and due from banks                                                            $   11,383          $  21,447
Interest earning deposits                                                                 177                 98
Federal funds sold                                                                          -             25,200
                                                                                       ------             ------
              Total cash and cash equivalents                                          11,560             46,745
Securities held-to-maturity (fair value $14,438 at December 31, 2003)                       -             12,474
Securities available-for-sale, at fair value                                          269,735            216,967
Federal Home Loan Bank stock, at cost                                                   6,800              3,050
Loans, held for sale                                                                    1,257              2,360
Loans, net of unearned income and deferred fees                                       239,150            226,128
Less allowance for loan losses                                                         (6,722)            (2,290)
                                                                                        -----              -----
              Loans, net                                                              232,428            223,838
Premises and equipment, net                                                             5,710              5,756
Accrued interest receivable                                                             3,162              2,401
Bank owned life insurance                                                               7,646              8,213
Deferred tax asset                                                                      5,423              1,466
Prepaid expenses and other assets                                                       1,802              1,401
                                                                                        -----              -----
              Total assets                                                         $  545,523          $ 524,671
                                                                                      -------            -------
LIABILITIES AND STOCKHOLDERS' EQUITY:

Deposits:
    Demand deposits                                                                $   97,259          $  98,693
    Savings deposits                                                                  106,518            104,231
    NOW and money market deposits                                                      77,140            123,732
    Other time deposits                                                                73,043             85,515
    Time certificates issued in excess of $100,000                                     11,864             13,272
                                                                                       ------             ------
              Total deposits                                                          365,824            425,443
Federal funds purchased and securities sold under agreements to repurchase             69,900                  -
Other borrowings                                                                       76,000             61,000
Subordinated debentures                                                                 7,732              7,732
Accrued expenses and other liabilities                                                  3,453              4,078
                                                                                        -----              -----
              Total liabilities                                                       522,909            498,253
                                                                                      -------            -------
Stockholders' equity:
    Common stock (par value $.01 per share; 10,000,000 shares authorized;
      1,842,850 and 1,825,211 shares issued; 1,505,950 and
      1,488,311 shares outstanding, respectively)                                          18                 18
    Surplus                                                                            21,400             20,973
    Accumulated surplus                                                                 9,996             10,333
    Accumulated other comprehensive loss                                               (4,622)              (728)
    Treasury stock at cost, (336,900 shares in 2004 and 2003)                          (4,178)            (4,178)
                                                                                        -----              -----
              Total stockholders' equity                                               22,614             26,418
                                                                                       ------             ------
              Total liabilities and stockholders' equity                           $  545,523          $ 524,671
                                                                                      -------            -------

    See accompanying notes to consolidated financial statements.

</TABLE>


                                                       2
<PAGE> 4
<TABLE>
<CAPTION>


                                   LONG ISLAND FINANCIAL CORP.
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (UNAUDITED)
                                (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                       FOR THE THREE MONTHS          FOR THE SIX MONTHS
                                                                          ENDED JUNE 30,                ENDED JUNE 30,
                                                                          --------------                --------------
                                                                        2004        2003              2004         2003
                                                                        ----        ----              ----         ----
<S>                                                                 <C>         <C>               <C>          <C>
Interest income:
     Loans                                                           $  3,871     $ 3,800          $  7,671     $  7,593
     Securities                                                         2,757       2,094             5,304        4,387
     Federal funds sold                                                     2          37                 3           48
     Earning deposits                                                       1           1                 2            2
                                                                         ----        ----               ---          ---
         Total interest income                                          6,631       5,932            12,980       12,030
                                                                        -----       -----            ------       ------

Interest expense:
     Savings deposits                                                     272         299               563          577
     NOW and money market deposits                                        223         212               459          473
     Other time deposits                                                  593         838             1,241        1,732
     Time certificates issued in excess of $100,000                        60          86               129          162
     Borrowed funds                                                       871         720             1,637        1,398
     Subordinated debentures                                              206         205               413          411
                                                                          ---         ---               ---          ---
         Total interest expense                                         2,225       2,360             4,442        4,753
                                                                        -----       -----             -----        -----

         Net interest income                                            4,406       3,572             8,538        7,277
                                                                        -----       -----             -----        -----

Provision for loan losses                                               5,000           -             5,500           60
                                                                        -----        ----             -----           --

Net interest income/(expense) after provision for loan losses            (594)      3,572             3,038        7,217
                                                                          ---       -----             -----        -----
Other operating income:
     Service charges on deposit accounts                                  618         518             1,270          980
     Net gain on sales and calls of securities                          2,483         153             2,880          242
     Net gain on sale of residential loans                                204         170               396          327
     Earnings on bank-owned life insurance                                100         102               395          204
     Other                                                                128         120               263          258
                                                                          ---         ---               ---          ---
         Total other operating income                                   3,533       1,063             5,204        2,011
                                                                        -----       -----             -----        -----
Other operating expenses:
     Salaries and employee benefits                                     1,870       1,846             4,001        3,615
     Occupancy expense                                                    314         235               629          491
     Premises and equipment expense                                       379         326               766          647
     Automobile loan expense                                              798           -               855            -
     Other                                                              1,067       1,012             2,160        2,015
                                                                        -----       -----             -----        -----
         Total other operating expenses                                 4,428       3,419             8,411        6,768
                                                                        -----       -----             -----        -----

         Income/(loss) before income taxes                             (1,489)      1,216              (169)       2,460

Income tax/(benefit)                                                     (592)        434              (193)         880
                                                                          ---         ---               ---          ---

         Net income/(loss)                                           $   (897)    $   782          $     24     $  1,580
                                                                          ---         ---                --        -----

Basic earnings/(loss) per share                                      $   (.60)    $   .53          $    .02     $   1.08
                                                                          ---         ---               ---         ----
Diluted earnings/(loss) per share                                    $   (.56)    $   .51          $    .02     $   1.03
                                                                          ---         ---               ---         ----
Weighted average shares outstanding                                 1,503,606   1,471,263         1,501,067    1,460,457
                                                                    ---------   ---------         ---------    ---------
Diluted weighted average shares outstanding                         1,588,510   1,547,694         1,585,710    1,530,485
                                                                    ---------   ---------         ---------    ---------

See accompanying notes to consolidated financial statements.

</TABLE>


                                                       3
<PAGE> 5
<TABLE>
<CAPTION>


                                   LONG ISLAND FINANCIAL CORP.
                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                           (UNAUDITED)
                                (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                  ACCUMULATED
                                                                                     OTHER
                                            COMMON                  ACCUMULATED  COMPREHENSIVE   TREASURY
                                             STOCK       SURPLUS     SURPLUS         LOSS         STOCK       TOTAL
                                             ----------------------------------------------------------------------
<S>                                        <C>           <C>         <C>           <C>            <C>        <C>
Balance at December 31, 2003               $   18        20,973     10,333           (728)        (4,178)    26,418

Comprehensive income:
    Net income                                  -             -         24              -              -         24
      Other comprehensive loss,
        net of tax:
         Unrealized depreciation in
         available-for-sale securities,
         net of reclassification adjustment     -             -          -         (3,894)             -     (3,894)
                                                                                                              -----
Total comprehensive loss                                                                                     (3,870)

Exercise of stock options and related
     tax benefit, issued 15,735 shares          -           353          -              -              -        353

Dividend reinvestment and stock purchase
     plan, issued 1,904 shares                  -            74          -              -              -         74

Dividends declared on common stock
     ($.24 per common share)                    -             -       (361)             -              -       (361)
                                               ---------------------------------------------------------------------

Balance at June 30, 2004                   $   18        21,400      9,996         (4,622)        (4,178)    22,614
                                               ---------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                 SIX MONTHS ENDED JUNE 30,
                                                                 -------------------------

                                                                    2004            2003
                                                                    ----            ----
<S>                                                              <C>               <C>
(IN THOUSANDS)
Net unrealized depreciation
  arising during the year, net of tax                            $ (2,080)         $ (522)
Less: Reclassification adjustment for net
  gains included in net income, net of tax                          1,814             152
                                                                 --------------------------

Net unrealized loss on securities, net of tax                    $ (3,894)         $ (674)
                                                                 --------------------------

See accompanying notes to consolidated financial statements.
</TABLE>


                                               4

<PAGE> 6
<TABLE>
<CAPTION>


                                   LONG ISLAND FINANCIAL CORP.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (UNAUDITED)
                                                                                                      FOR THE SIX MONTHS
                                                                                                        ENDED JUNE 30,
                                                                                                        --------------
(IN THOUSANDS)                                                                                        2004            2003
                                                                                                      ----            ----
<S>                                                                                             <C>             <C>
Cash flows from operating activities:
    Net income                                                                                  $        24     $    1,580
    Adjustments to reconcile net income to net cash
    provided by operating activities:
     Provision for loan losses                                                                        5,500             60
     Depreciation and amortization                                                                      549            471
     Amortization of premiums, net of discount accretion                                                137          1,086
     Net gain on sales and calls of securities, held-to-maturity                                       (335)             -
     Net gain on sales and calls of securities, available-for-sale                                   (2,545)          (242)
     Loans originated for sale, net of proceeds from sales and gains                                  1,103            573
     Net deferred loan origination fees                                                                  53             52
     Earnings on bank owned life insurance                                                             (203)          (204)
     Bank owned life insurance benefit                                                                 (192)             -
     Deferred income taxes                                                                           (1,653)             -
     Change in other assets and liabilities:
         Accrued interest receivable                                                                   (761)           238
         Prepaid expenses and other assets                                                             (362)           145
         Accrued expenses and other liabilities                                                        (625)           (95)
                                                                                                        ---             --
         Net cash provided by operating activities                                                      690          3,664
                                                                                                        ---          -----
Cash flows from investing activities:
     Purchases of securities available-for-sale                                                    (577,725)      (487,495)
     Net (purchase) redemption of Federal Home Loan Bank stock                                       (3,750)           338
     Proceeds from sales of securities available-for-sale                                            58,187         17,958
     Proceeds from maturities and calls of securities held-to-maturity                                1,347              -
     Proceeds from maturities and calls of securities available-for-sale                            467,157        482,904
     Principal repayments on securities                                                               7,286         20,607
     Loan originations, net of principal repayments                                                 (14,143)          (267)
     Redemption of bank owned life insurance                                                            922              -
     Purchase of premises and equipment                                                                (503)        (1,352)
                                                                                                        ---          -----
         Net cash (used in) provided by investing activities                                        (61,222)        32,693
                                                                                                     ------         ------
Cash flows from financing activities:
     Net (decrease) increase in demand deposit, savings, NOW, and money market accounts             (45,739)         7,789
     Net decrease in certificates of deposit                                                        (13,880)       (10,024)
     Net increase in federal funds purchased and securities sold under agreements to repurchase      69,900              -
     Net increase in other borrowings                                                                15,000         10,000
     Shares issued under the dividend reinvestment and stock purchase plan                               74             61
     Exercise of stock options                                                                          353            409
     Payments for cash dividends                                                                       (361)          (293)
                                                                                                        ---            ---
         Net cash provided by financing activities                                                   25,347          7,942
                                                                                                     ------          -----
         Net (decrease) increase in cash and cash equivalents                                       (35,185)        44,299
Cash and cash equivalents at beginning of period                                                     46,745         25,790
                                                                                                     ------         ------
Cash and cash equivalents at end of period                                                      $    11,560     $   70,089
                                                                                                     ------         ------

Supplemental disclosure of cash flow information:
-------------------------------------------------
Cash paid during the period for:
     Interest                                                                                   $     4,695     $    4,431
                                                                                                      -----          -----
     Income taxes                                                                               $     1,880     $      991
                                                                                                      -----            ---
Non-cash investing activities:
-----------------------------
     Fair value of securities transferred from held-to-maturity
         to available-for-sale                                                                  $    13,454     $        -
                                                                                                     ------           ----

See accompanying notes to consolidated financial statements.

</TABLE>


                                               5
<PAGE> 7


                           LONG ISLAND FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

Statements  contained  in this Form  10-Q  which  are not  historical  facts are
forward-looking  statements  as that term is defined in the  Private  Securities
Litigation  Reform Act of 1995.  Amounts stated herein could vary as a result of
market and other factors.  Such forward-looking  statements are subject to risks
and  uncertainties  which could cause actual results to differ  materially  from
those currently  anticipated due to a number of factors,  which include, but are
not limited to, factors  discussed in documents  filed by Long Island  Financial
Corp. (the  "Company") with the Securities and Exchange  Commission from time to
time. Such forward-looking statements may be identified by the use of such words
as "believe," "expect," "anticipate," "should," "planned," "estimated," "intend"
and "potential."  Examples of forward looking  statements  include,  but are not
limited to,  estimates  with  respect to the  financial  condition,  expected or
anticipated revenue,  results of operations and business of the Company that are
subject to various factors which could cause actual results to differ materially
from these  estimates.  The Company's  ability to predict  results or the actual
effect of future plans or  strategies  is  inherently  uncertain.  Factors which
could have a material  adverse effect on the operations of the Company  include,
but are not limited to, changes in: interest rates; general economic conditions;
monetary and fiscal policies of the U. S. Government,  including policies of the
U.S.  Treasury and the Federal Reserve Board;  the quality or composition of the
loan or investment portfolios; demand for loan and non-deposit products; deposit
flows;  real estate  values;  the level of defaults,  losses and  prepayments on
loans held by the Company in its  portfolio  or sold in the  secondary  markets;
demand  for  financial  services  in the  Company's  market  area;  competition;
accounting  principles,  policies,  practices  or  guidelines;   legislation  or
regulation;  and other  economic,  competitive,  governmental,  regulatory,  and
technological factors affecting the Company's operations,  pricing, products and
services.  The  forward-looking  statements are made as of the date of this Form
10-Q,  and,  except as  required  by  applicable  law,  the  Company  assumes no
obligation to update the forward-looking statements or to update the reasons why
actual  results  could  differ  from  those  projected  in  the  forward-looking
statements.  These risks and  uncertainties  should be  considered in evaluating
forward-looking  statements,  which speak only as of the date of this Form 10-Q,
and undue reliance should not be placed on such statements.

1.   BASIS OF PRESENTATION

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of Long Island Financial Corp. and its wholly-owned  subsidiaries.  All
significant  inter-company  accounts and  transactions  have been  eliminated in
consolidation.

The accompanying  unaudited  consolidated  financial  statements included herein
reflect  all  normal  recurring   adjustments  which  are,  in  the  opinion  of
management,  necessary  for a fair  presentation  of the results for the interim
periods presented. The results of operations for the six-month period ended June
30, 2004, are not  necessarily  indicative of the results of operations that may
be expected for the entire fiscal year. Certain information and note disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange  Commission.  Certain  reclassifications  have been made to prior  year
amounts  to  conform  to  the  current  year   presentation.   These   unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements,  and notes thereto, included in the Company's
2003 Annual Report on Form 10-K.




                                       6
<PAGE> 8


The Company makes  available  through its Internet  website,  WWW.LICB.COM,  its
                                                              ------------
annual reports on Form 10-K,  quarterly reports on Form 10-Q, current reports on
Form 8-K, and all  amendments to those  reports  filed or furnished  pursuant to
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934. Such reports are
free of charge and are  available as soon as  reasonably  practicable  after the
Company  electronically  files such  materials  with,  or  furnishes  it to, the
Securities and Exchange Commission.

2.   SECURITIES

The following table sets forth certain information regarding amortized cost and
estimated fair value of the securities held-to-maturity and available-for-sale
as of the dates indicated:
<TABLE>
<CAPTION>

                                                                  JUNE 30, 2004             DECEMBER 31, 2003
                                                                  -------------             -----------------
                                                             AMORTIZED        FAIR        AMORTIZED       FAIR
                                                               COST           VALUE         COST          VALUE
                                                               ----           -----         ----          -----
                                                                                (IN THOUSANDS)
    <S>                                                    <C>              <C>        <C>               <C>
    HELD-TO-MATURITY:
    Corporate debt                                         $        -             -    $   12,474         14,438
                                                                -----         -----        ------         ------
         Total held-to-maturity                            $        -             -    $   12,474         14,438
                                                                -----         -----        ------         ------

    AVAILABLE-FOR-SALE:
    U.S. Government and Agency obligations                 $  247,094       240,759    $  176,141        175,194
    Mortgage-backed securities:
       GNMA                                                    25,965        24,991        33,669         33,283
       FHLMC                                                    2,203         2,150         3,743          3,757
       FNMA                                                     1,813         1,835         2,547          2,595
    Corporate debt                                                  -             -         2,010          2,138
                                                                 ----           ---         -----          -----
        Total securities available-for-sale                $  277,075       269,735    $  218,110        216,967
                                                              -------       -------       -------        -------
</TABLE>

On March 10,  2004,  the Company  complied  with an issuer's  tender offer which
resulted in the  redemption of a $1,000,000  par value  corporate  debt security
classified as "held to maturity" and recognized a gain of $335,155. On March 10,
2004, as a result of that tender offer,  the Company  transferred  the remaining
$12.0  million par value of  corporate  debt  securities  with a market value of
$13.5   million   from   the    classification    of    "held-to-maturity"    to
"available-for-sale."  On April 1, 2004,  the Company sold the entire  corporate
debt securities portfolio recognizing a gain of $2.5 million,  which is recorded
in other  operating  income  in the  caption  "net  gain on sales  and  calls of
securities."

3.   LOANS, NET

Loans, net, are summarized as follows:
<TABLE>
<CAPTION>
                                                                JUNE 30, 2004                  DECEMBER 31, 2003
                                                                -------------                  -----------------
                                                                            (DOLLARS IN THOUSANDS)
    <S>                                                    <C>           <C>                 <C>          <C>
    LOANS HELD-FOR-SALE:
       Residential real estate loans                             1,257   100.0 %                   2,360  100.0 %
                                                                 -----   -----                     -----  -----

    LOANS, NET:
       Commercial and industrial loans                     $    46,104    19.0 %              $   42,723   18.5 %
       Commercial real estate loans                            158,815    65.5                   145,084   63.0
       Automobile loans                                         36,243    14.9                    41,158   17.9
       Consumer loans                                            1,310     0.6                     1,381    0.6
                                                                 -----     ---                     -----    ---
                                                               242,472   100.0                   230,346  100.0
       Less:
             Unearned income                                     2,379                             3,328
             Deferred fees, net                                    943                               890
             Allowance for loan losses                           6,722                             2,290
                                                                 -----                             -----
             Total loans, net                              $   232,428                        $  223,838
                                                               -------                           -------
</TABLE>

                                               7

<PAGE> 9



AUTOMOBILE LOANS
----------------

The  Company  maintained  a  program  of  making  non-recourse  loans to a local
automobile  leasing  company  (the "third  party")  and  received as security an
assignment  of  each  individual  lease  and  a  collateral   interest  in  each
automobile.  The third party, in addition to providing complete servicing of the
portfolio,  was obligated for the repayment of the entire  principal  balance of
each loan at the time each  individual  lease  terminates.  In March  2004,  the
Company learned that, due to liquidity  issues and financial  difficulties,  the
third party would not have the ability to fulfill its obligations.

During  the  second  quarter  of 2004,  the  Company  closely  monitored  issues
concerning the third party's performance.  The Company, acting collectively with
nine other bank  lenders to the third party,  utilized  internal  resources  and
consulted  with the third party  enabling the third party to engage the services
of  experienced  industry  professionals,  to  ensure  the  performance  of  the
servicing of the portfolio, and obtain the timely and orderly disposition of the
collateral.  The Company  believes  the course of action taken during the second
quarter,  along with the  cooperation  of the other nine banks,  stabilized  the
portfolio  and  will  ultimately  lead  to  maximizing  the  value  of  disposed
collateral.

At June 30, 2004, the automobile loan portfolio consisted of approximately 1,695
loans and the balance of the portfolio amounted to $33.9 million. It represented
14.2% of the Bank's loan  portfolio,  net of unearned  income and deferred fees.
Approximately  86.4%  of  those  loans  mature  through  June  2006.   Portfolio
delinquencies  at June 30, 2004,  consisted  of ten loans,  30-89 days past due,
representing  $151,443,  or .4 % of the  portfolio.  There were no loans greater
than 90 days past due. Since the portfolio was  underwritten  to lessees of high
credit quality,  those  delinquency  statistics remain favorable and are in line
with the Company's expectations.

The Company incurred  operating  expenses of $798,000 for the quarter ended June
30, 2004,  and $855,000 for the six months ended June 30, 2004,  relating to the
automobile  loan  portfolio.  Those  expenses  include,  but are not limited to,
expenses for legal services, portfolio servicing and administration,  collateral
verification and disposition  services,  and audit and accounting  services.  At
June 30, 2004, approximately 74.3% of the operating expenses incurred related to
the automobile loan portfolio were  attributable to the  satisfaction of certain
liabilities of the third party and are not recurring.  While the Company expects
to incur future operating expenses related to the automobile loan portfolio,  it
expects those expenses to decrease as the portfolio matures. Recurring operating
costs for  portfolio  servicing  and  collateral  disposition  are expensed when
incurred and recorded in "automobile loan expense" in the consolidated statement
of operations.


ALLOWANCE FOR LOAN LOSSES
-------------------------

The Company has continued to recognize  losses in the automobile  loan portfolio
related  to the  shortfall  between  the  principal  balance  of  loans  and the
collateral  value realized upon  termination of the leases.  The extent to which
the  Company can recover  value will depend to a large  extent on future  market
conditions for used  automobiles  combined with the success of the third party's
national remarketing  servicer's efforts. Based upon the Company's assessment of
the  portfolio  and a review  of recent  collateral  disposition  activity,  the
Company  made a provision  for loan losses of $5.0  million for the three months
ended June 30, 2004. Total  charge-offs,  relating to the automobile  portfolio,
amounted to $1.0 million for the six months ended June 30, 2004.




                                       8

<PAGE> 10


4.   STOCK BASED COMPENSATION

The Company applies the intrinsic-value based method of accounting prescribed by
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees,   and  related   interpretations.   That  method  includes  Financial
Accounting Standards Board (FASB)  Interpretation No. 44, Accounting for Certain
Transactions involving Stock Compensation,  an interpretation of APB Opinion No.
25, issued in March 2000, to account for its  fixed-plan  stock  options.  Under
that method,  compensation  expense is recorded on the date of grant only if the
current  market  price of the stock  exceeds the  exercise  price.  Statement of
Financial  Accounting  Standards  (SFAS) No.  123,  Accounting  for Stock  Based
Compensation,   established  accounting  and  disclosure  requirements  using  a
fair-value-based  method of accounting  for  stock-based  employee  compensation
plans.  As allowed by SFAS No. 123, the Company has elected to continue to apply
the intrinsic-value-based  method of accounting described above, and has adopted
only  the  disclosure   requirements  of  SFAS  No.  123.  The  following  table
illustrates  the  effect on net income if the  fair-value-based  method had been
applied to all stock options granted or vested in each period:

<TABLE>
<CAPTION>

                                                                FOR THE THREE MONTHS             FOR THE SIX MONTHS
                                                                   ENDED JUNE 30,                  ENDED JUNE 30,
                                                               ---------------------           ---------------------
                                                                  2004       2003                 2004        2003
                                                               ---------------------           ---------------------

                                                                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

       <S>                                                        <C>         <C>                 <C>        <C>
       Net income/(loss) as reported                              $ (897)     $ 782               $   24     $ 1,580
       Deduct total stock-based employee compensation
                expense determined under fair-value-based
                method for all awards, net of tax                     45         53                  144         188
                                                                      --         --                  ---         ---
       Pro forma net income/(loss)                                $ (942)     $ 729               $ (120)    $ 1,392
                                                                    -----       ---                 -----      -----

       Earnings/(loss) per share:
       Basic                                   As Reported        $ (.60)     $ .53               $  .02     $  1.08
                                               Pro forma            (.63)       .50                 (.08)        .95
       Diluted                                 As Reported          (.56)       .51                  .02        1.03
                                               Pro forma            (.59)       .47                 (.08)        .91

</TABLE>

5.   RECENT DEVELOPMENTS

On May 26,  2004,  the Board of  Directors  of the Company  declared a quarterly
dividend  of  $.12 per common  share.  The  dividend  was paid July 1, 2004,  to
shareholders of record as of June 18, 2004.

6.   OTHER COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business,  the Bank enters into  commitments to purchase
investment securities. At June 30, 2004, the Bank had no outstanding commitments
to purchase investment securities.

7.   RECENT ACCOUNTING PRONOUNCEMENTS

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity." SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics of both liabilities and equity, and
requires that an issuer  classify  financial  instruments  that are considered a
liability (or an asset in some  circumstances)  when that  financial  instrument
embodies an obligation of the issuer.



                                       9



<PAGE> 11


SFAS No. 150 is effective  for  financial  instruments  entered into or modified
after May 31,  2003,  and is otherwise  effective at the  beginning of the first
interim  period  beginning  after June 15, 2003. In November 2003, the FASB also
issued a staff  position that  indefinitely  deferred the effective date of SFAS
No.  150 for  certain  mandatorily  redeemable  non-controlling  interests.  The
Company  currently  believes that the deferral of the effective date of SFAS No.
150 will not have a  material  impact  on its  consolidated  balance  sheets  or
consolidated statements of operations when implemented.

In December  2003,  FASB issued FASB  Interpretation  No.  46(R) ("FIN  46(R)"),
"Consolidation of Variable Interest Entities" which clarified certain provisions
of a previously  released  interpretation.  On December  31,  2003,  the Company
adopted FIN 46(R). Under the provisions of FIN 46(R), the Company deconsolidated
LIF Statutory  Trust I and accounts for its investment in the trust as an asset,
its  subordinated  debentures  as a liability,  and the  interest  paid on those
debentures as interest  expense.  As a result of the adoption of FIN 46(R),  the
Company's  prior  period  presentations  have been  restated  to  conform to the
current presentation.

In March 2004, the FASB published an Exposure Draft,  "Share-based  Payment,  an
Amendment  of FASB  Statements  No.  123 and 95." The  Exposure  Draft  proposes
changes in accounting that would replace  existing  requirements  under SFAS 123
and APB Opinion No 25. Under the proposal,  all forms of share-based payments to
employees,  including employee stock options, would be treated the same as other
forms of compensation  by recognizing the related cost in the income  statement.
The expense of the award would  generally be measured at fair value at the grant
date. Current accounting guidance requires that the expense relating to employee
stock options only be disclosed in the footnotes to the financial statements.

In March  2004,  the SEC issued  Staff  Accounting  Bulletin  ("SAB")  No.  105,
"Application  of  Accounting  Principles  to  Loan  Commitments."  SAB  No.  105
clarifies  certain  provisions  of SFAS No. 149,  "Amendment of Statement 133 on
Derivative  Instruments and Hedging  Activities," which amended portions of SFAS
No. 133,  "Accounting for Derivative  Instruments and Hedging Activities" and is
effective for periods  following June 30, 2004.  Together,  SAB No. 105 and SFAS
No. 149 provide guidance with regard to accounting for loan  commitments.  Under
SAB No. 105 and SFAS No. 149, loan  commitments  relating to the  origination of
mortgage  loans that will be held for sale shall be accounted  for as derivative
instruments  by the issuer of the  commitment.  The  adoption of SFAS No. 149 on
April 1, 2004, did not have any impact on the Company's  consolidated  financial
statements,  as the Company has determined that the loan commitments relating to
the origination of the mortgage loans  held-for-sale  outstanding as of June 30,
2004 do not  constitute a derivative  instrument and therefore do not fall under
the scope of SFAS 149. Such loans are originated and sold  simultaneously  to an
institutional  investor and  therefore do not carry any inherent  interest  rate
risk.




                                       10
<PAGE> 12


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------  -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

OVERVIEW

The principal business of Long Island Financial Corp.  consists of the operation
of  a  wholly-owned  subsidiary,   Long  Island  Commercial  Bank.  Long  Island
Commercial  Bank is a New York  state-chartered  commercial  bank,  which  began
operations  in 1990,  and is  engaged  in  commercial  and  consumer  banking in
Islandia,  New York and the  surrounding  communities  of  Suffolk,  and  Nassau
counties and in Kings County.  The Bank offers a broad range of  commercial  and
consumer banking services, including loans to and deposit accounts for small and
medium-sized   businesses,   professionals,   high  net  worth  individuals  and
consumers. The Bank is an independent local bank, emphasizing personal attention
and responsiveness to the needs of its customers.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company identifies  accounting policies critical to the Company's operations
and  understanding of the Company's  results of operations.  Certain  accounting
policies  are  considered  to be important  to the  portrayal  of the  Company's
financial condition, since they require management to make complex or subjective
judgments, some of which may relate to matters that are inherently uncertain.

ALLOWANCE FOR LOAN LOSSES

The Company has determined that the methodology used in determining the level of
its allowance for loan losses is critical in the presentation and  understanding
of the  Company's  consolidated  financial  statements.  The  allowance for loan
losses  represents  management's  estimate  of probable  losses  inherent in the
portfolio.  The  evaluation  process  for making  provisions  for loan losses is
subject to numerous  estimates and judgments.  Changes in those  estimates would
have a direct  impact on the  provision  for loan  losses and could  result in a
change  in  the  allowance.  While  management  uses  available  information  to
determine  losses on loans,  future  additions to the allowance may be necessary
based on,  among other  things,  unanticipated  changes in economic  conditions,
particularly in Suffolk and Nassau counties.

In  evaluating  the  portfolio,  management  takes into  consideration  numerous
factors such as the Company's loan growth,  prior loss  experience,  present and
potential  risks  of the  loan  portfolio,  risk  ratings  assigned  by  lending
personnel, ratings assigned by the independent loan review function, the present
financial  condition of the borrowers,  current economic  conditions,  and other
portfolio risk  characteristics.  The Company's formalized process for assessing
the adequacy of the allowance  for loan losses and the  resultant  need, if any,
for periodic  provisions  to the  allowance  charged to income  consists of both
individual  loan analyses and loan pool analyses.  The individual  loan analyses
are periodically  performed on individually  significant loans or when otherwise
deemed  necessary  and  primarily  encompass  commercial  real estate  loans and
commercial  and  industrial  loans.   Management  believes  that  the  Company's
allowance  for loan losses at June 30, 2004 is adequate to provide for estimated
probable losses inherent in the portfolio.

SECURITIES

The   fair   value   of   securities    classified   as    held-to-maturity   or
available-for-sale  is based upon quoted market prices.  If quoted market prices
are not  available,  fair  values are  extrapolated  from the  quoted  prices of
similar instruments.


                                       11

<PAGE> 13


DEFERRED TAX ASSETS

The Company uses  estimates of future  earnings to support the position that the
benefit of its  deferred tax assets will be realized.  If future  income  should
prove non-existent or less than the amount of the deferred tax assets within the
tax years to which they may be applied,  the asset may not be  realized  and our
net income will be reduced.

FINANCIAL CONDITION

Total  assets  were  $545.5  million as of June 30,  2004,  an increase of $20.8
million,  or 4.0%,  from  $524.7  million at December  31,  2003.  The  increase
primarily was due to an increase in the securities available-for-sale portfolio,
offset in part by decreases in cash and due from banks,  federal funds sold, and
the  securities   held-to-maturity  portfolio.   Securities   available-for-sale
increased $52.7 million,  or 24.3%, to $269.7 million at June 30, 2004, compared
to  $217.0   million  at  December   31,  2003.   The  increase  in   securities
available-for-sale  was due to increased  purchase  activity.  The decrease from
period to period in  federal  funds sold and cash and due from  banks,  of $25.2
million and $10.1  million,  respectively,  primarily  reflects  the decrease of
seasonal municipal funds on deposit at December 31, 2003. Loans, net of unearned
income and  deferred  fees,  increased  $13.1  million,  from $226.1  million at
December 31, 2003,  to $239.2  million at June 30,  2004,  reflecting  increases
primarily in commercial  real estate loans and commercial and industrial  loans.
Deferred tax assets  increased  $4.0  million,  or 269.9%,  from $1.5 million at
December 31, 2003,  to $5.4 million at June 30, 2004  reflecting  an increase in
deferred  tax  assets  which,  in turn,  was  directly  related to both the $3.9
million increase in accumulated other  comprehensive  loss at June 30, 2004, and
the $5.5  million  provision  for loan losses for the six months  ended June 30,
2004.

Total  liabilities  increased  $24.6  million,  or 4.9%,  from $498.3 million at
December 31,  2003,  to $522.9  million at June 30, 2004.  The increase in total
liabilities  was due  principally to an increase in federal funds  purchased and
other borrowings,  partially offset by a decrease in total deposits. The Company
utilizes borrowings, primarily in the form of overnight federal funds purchased,
securities sold under agreements to repurchase,  and medium and convertible term
advances  from the Federal  Home Loan Bank of New York  (FHLBNY),  as a low cost
funding source to fund asset growth. The decrease in total deposits is primarily
the result of a decrease in NOW and money market  deposits of $46.6 million,  or
37.7%,  from $123.7  million at December  31, 2003 to $77.1  million at June 30,
2004,  attributable to the withdrawal of seasonal  municipal funds on deposit at
December 31, 2003. Other time deposits  decreased $12.5 million,  or 14.6%, from
$85.5  million at December  31, 2003,  to $73.0  million at June 30, 2004 as the
Bank  strives to  substitute  low cost  demand,  savings,  NOW and money  market
deposits for time deposits.  There were $69.9 million of federal funds purchased
and  securities  sold under  agreements to  repurchase  at June 30, 2004.  Other
borrowings increased $15.0 million, or 24.6%, to $76.0 million at June 30, 2004.

Stockholders'  equity  decreased $3.8 million,  or 14.4%,  from $26.4 million at
December  31,  2003,  to  $22.6  million  at June  30,  2004.  The  decrease  in
stockholders  equity was  attributable to a $3.9 million increase in accumulated
other   comprehensive   loss  relating  to  the  securities   available-for-sale
portfolio,  and  dividends  declared  of  $361,000.  Offsetting  in  part  those
decreases,  were $427,000 of stock issued  through the exercise of stock options
and the dividend reinvestment and stock purchase plan, and $24,000 of net income
for the six months ended June 30, 2004.


                                       12

<PAGE> 14


ANALYSIS OF NET INTEREST INCOME

Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing  liabilities. Net interest income depends
upon both the volume of interest-earning assets and interest-bearing liabilities
and the rates earned or paid on them.

The  following  tables set forth certain  information  relating to the Company's
consolidated   average  balance  sheets  and  its  consolidated   statements  of
operations  for the three  and six  months  ended  June 30,  2004 and 2003,  and
reflect  the  average  yield on  interest-earning  assets  and  average  cost of
interest-bearing  liabilities  for the periods  indicated.  Yields and costs are
derived by  dividing  annualized  income or expense  by the  average  balance of
interest-earning assets or interest-bearing liabilities,  respectively.  Average
balances are derived from average daily balances.  Average loan balances include
non-performing  loans  although  the  amount  of  non-performing  loans  is  not
material.




                                       13

<PAGE> 15
<TABLE>
<CAPTION>


                                                                  THREE MONTHS ENDED JUNE 30,
                                                                  ---------------------------
                                                -----------2004-----------            -----------2003-----------
                                                                     AVERAGE                               AVERAGE
                                              AVERAGE                YIELD/          AVERAGE               YIELD/
                                              BALANCE    INTEREST     COST           BALANCE    INTEREST    COST
                                              -------    --------     ----           -------    --------    ----
                                                                      (DOLLARS IN THOUSANDS)
<S>                                     <C>            <C>           <C>        <C>             <C>        <C>
ASSETS:
Interest-earning assets:
     Federal funds sold and
         interest-earning deposits      $      1,267   $       3       .95 %    $    13,820     $     38    1.10 %
     Securities, net (1)                     280,786       2,757      3.93          208,676        2,094    4.01
     Loans, net of unearned income and
         deferred fees (2)                   236,426       3,871      6.55          215,375        3,800    7.06
                                             -------       -----      ----          -------        -----    ----
Total interest-earning assets                518,479       6,631      5.12          437,871        5,932    5.42
Non-interest-earning assets                   34,633                                 39,239
                                              ------                                 ------
Total assets                            $    553,112                            $   477,110
                                             -------                                -------

LIABILITIES AND STOCKHOLDERS' EQUITY:
Interest-bearing liabilities:
     Savings deposits                   $    101,239         272      1.07      $    88,159          299    1.36
     NOW and money market deposits           116,854         223       .76           89,544          212     .95
     Certificates of deposit                  89,628         653      2.91          106,366          924    3.47
                                              ------         ---      ----          -------          ---    ----
Total interest-bearing deposits              307,721       1,148      1.49          284,069        1,435    2.02
     Borrowed funds                          108,970         871      3.20           69,884          720    4.12
     Subordinated debentures                   7,732         206     10.66            7,732          205   10.61
                                               -----         ---     -----            -----          ---
Total interest-bearing liabilities           424,423       2,225      2.10          361,685        2,360    2.61
Other non-interest bearing liabilities       100,459                                 89,224
                                             -------                                 ------
Total liabilities                            524,882                                450,909
Stockholders' equity                          28,230                                 26,201
                                              ------                                 ------
Total liabilities and
     stockholders' equity               $    553,112                            $   477,110
                                             -------                                -------

Net interest income/
     interest rate spread (3)                          $   4,406      3.02%                     $  3,572    2.81 %
                                                           -----      ----                         -----    ----

Net interest margin (4)                                               3.40%                                 3.26 %
                                                                      ----                                  ----

Ratio of interest-earning assets to
     interest-bearing liabilities                                   1.22x                                   1.21x
                                                                    -----                                   -----

(1) Unrealized appreciation / depreciation on available-for-sale securities are recorded in non-interest earning assets.
(2) Amount excludes allowance for loan losses.
(3) Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing
    liabilities.
(4) Net interest margin represents net interest income divided by average interest-earning assets.

</TABLE>



                                               14

<PAGE> 16
<TABLE>
<CAPTION>

                                                                    SIX MONTHS ENDED JUNE 30,
                                                                    -------------------------
                                                -----------2004-----------           -----------2003-----------
                                                                     AVERAGE                               AVERAGE
                                              AVERAGE                YIELD/          AVERAGE               YIELD/
                                              BALANCE    INTEREST     COST           BALANCE    INTEREST    COST
                                              -------    --------     ----           -------    --------    ----
                                                                      (DOLLARS IN THOUSANDS)
<S>                                      <C>           <C>           <C>         <C>           <C>         <C>
ASSETS:
Interest-earning assets:
     Federal funds sold and
         interest-earning deposits       $     1,096   $       5       .91 %     $     9,081   $     50     1.10 %
     Securities, net (1)                     274,860       5,304      3.86           214,279      4,387     4.09
     Loans, net of unearned income and
         deferred fees (2)                   233,146       7,671      6.58           215,192      7,593     7.06
                                             -------       -----      ----           -------      -----     ----
Total interest-earning assets                509,102      12,980      5.10           438,552     12,030     5.49
Non-interest-earning assets                   36,599                                  40,469
                                              ------                                  ------
Total assets                             $   545,701                             $   479,021
                                             -------                                 -------

LIABILITIES AND STOCKHOLDERS' EQUITY:
Interest-bearing liabilities:
     Savings deposits                    $   103,172         563      1.09       $    85,543        577     1.35
     NOW and money market deposits           117,364         459       .78            98,411        473      .96
     Certificates of deposit                  92,764       1,370      2.95           108,629      1,894     3.49
                                              ------       -----      ----           -------      -----     ----
Total interest-bearing deposits              313,300       2,392      1.53           292,583      2,944     2.01
     Borrowed funds                           96,563       1,637      3.39            66,528      1,398     4.20
     Subordinated debentures                   7,732         413     10.68             7,732        411    10.63
                                               -----         ---     -----             -----        ---    -----
Total interest-bearing liabilities           417,595       4,442      2.13           366,843      4,753     2.59
Other non-interest bearing liabilities       100,157                                  86,254
                                             -------                                  ------
Total liabilities                            517,752                                 453,097
Stockholders' equity                          27,949                                  25,924
                                              ------                                  ------
Total liabilities and
     stockholders' equity                $   545,701                             $   479,021
                                             -------                                 -------

Net interest income/
     interest rate spread (3)                          $   8,538      2.97 %                   $  7,277     2.90 %
                                                           -----      ----                        -----     ----

Net interest margin (4)                                               3.35%                                 3.32 %
                                                                      ----                                  ----
Ratio of interest-earning assets to
     interest-bearing liabilities                                     1.22x                                 1.20x
                                                                      -----                                 -----

     (1) Unrealized appreciation / depreciation on available-for-sale securities are recorded in non-interest earning assets.
     (2) Amount excludes allowance for loan losses.
     (3) Interest rate spread represents the difference between the yield on interest-earning assets and the cost of
         interest-bearing liabilities.
     (4) Net interest margin represents net interest income divided by average interest-earning assets.

</TABLE>


                                                     15


<PAGE> 17


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2004
AND 2003

GENERAL

The Company  reported a net loss of $897,000,  or a basic loss per share of $.60
for the three months ended June 30, 2004, compared to net income of $782,000, or
basic  earnings per share of $.53, for the three months ended June 30, 2003. The
loss  recognized  for the quarter  ended June 30, 2004,  is  attributable  to an
increase in the Company's  provision for loan losses  relating to its automobile
loan portfolio.

INTEREST INCOME

Interest income  increased  $699,000,  or 11.8%, for the three months ended June
30, 2004,  compared to the three months ended June 30, 2003.  That  increase was
attributable to the $80.6 million, or 18.4%,  increase in the average balance of
interest-earning  assets from $437.9 million for the three months ended June 30,
2003, to $518.5  million for the three months ended June 30, 2004.  The increase
in income from the increase in the average  balance of interest  earning  assets
was  offset  in part by a 30  basis  point  decrease  in the  average  yield  on
interest-earning  assets from 5.42% for the three months ended June 30, 2003, to
5.12%  for the  comparable  2004  period.  The  decrease  in  average  yield  on
interest-earning  assets was  attributable to an 8 basis point decrease in yield
on  securities  which  declined  from 4.01% for the three  months ended June 30,
2003,  to 3.93% for the three months  ended June 30, 2004,  and a 51 basis point
decrease in the average  yield on loans,  net,  from 7.06% for the three  months
ended  June 30,  2003,  to  6.55%  for the  comparable  2004  period.  Partially
offsetting the declines in yield from period to period was a $72.1  million,  or
34.6%  increase in the average  balance of  securities  from $208.7  million for
three months ended June 30, 2003,  to $280.8  million for the three months ended
June 30, 2004, and a $21.0 million,  or 9.8% increase in the average  balance of
loans,  net,  from $215.4  million for the three months ended June 30, 2003,  to
$236.4 million for the comparable 2004 period.

INTEREST EXPENSE

Interest  expense for the three  months  ended June 30,  2004 was $2.2  million,
compared to $2.4 million for the three months ended June 30, 2003, a decrease of
$135,000, or 5.7%. The decrease was attributable to a 51 basis point decrease in
the average cost of interest-bearing liabilities from 2.61% for the three months
ended  June 30,  2003 to 2.10% for the three  months  ended June 30,  2004.  The
decrease in average  cost was  partially  offset by a $62.7  million,  or 17.4%,
increase  in the  average  balance of total  interest-bearing  liabilities  from
$361.7  million for the three months  ended June 30, 2003 to $424.4  million for
the three months ended June 30, 2004.  The increase in average  interest-bearing
liabilities, when compared to the prior year period, reflects increases of $23.7
million in the average balance of interest-bearing deposits and $39.1 million in
the  average  balance  of  borrowed  funds.  There was no change in the  average
balance of subordinated debentures from June 30, 2003, to June 30, 2004.

Interest expense on interest-bearing  deposits decreased $287,000, or 20.0%, for
the three months ended June 30,  2004,  from $1.4 million for the  corresponding
2003 period to $1.1 million for the current period.  That decrease was primarily
due to a 53 basis point  decrease in the average  rate paid on  interest-bearing
deposits  from  2.02%  for three  months  ended  June 30,  2003 to 1.49% for the
corresponding period in 2004.  Offsetting,  in part, the decrease in the average
rate paid was an increase in the average balance of interest-bearing deposits of
$23.7  million for the three months  ended June 30, 2004 from the  corresponding
period in 2003. The increase in the average balance of interest-bearing deposits
was the result of increases in the average balance of savings  deposits of $13.1
million,  or 14.8%, and in the average balances of NOW and money market deposits
of $27.3 million, or 30.5% from period to period.



                                       16
<PAGE> 18


Interest expense on borrowed funds increased  $151,000,  or 21.0%, from $720,000
for the three months ended June 30, 2003, to $871,000 for the three months ended
June 30, 2004. The increase was primarily due to the average balance of borrowed
funds,  which  increased  from $69.9 million for the three months ended June 30,
2003 to $109.0  million for the three months ended June 30, 2004.  Offsetting in
part the cost from the  increase  in the  average  balance  was a 92 basis point
decrease in the average  cost of borrowed  funds from 4.12% for the 2003 period,
to 3.20% for the 2004 period.

NET INTEREST INCOME

Net interest income increased by $834,000,  or 23.4%,  from $3.6 million for the
three  months  ended June 30,  2003,  to $4.4 million for the three months ended
June 30, 2004. The average cost of total  interest-bearing  liabilities  for the
period  decreased  51 basis points from 2.61% in the 2003 period to 2.10% in the
2004 period. The average yield on total  interest-earning  assets for the period
decreased  30 basis  points  from 5.42% in the 2003  period to 5.12% in the 2004
period.  The net interest rate spread increased 21 basis points,  from 2.81% for
the three months  ended June 30, 2003,  to 3.02% for the three months ended June
30, 2004.

PROVISION FOR LOAN LOSSES

The Company  made a  $5,000,000  provision  for loan losses for the three months
ended June 30, 2004, compared to no provision for loan losses made for the three
months ended June 30, 2003. The determination to increase the provision for loan
losses  for  the  three  months  ended  June  30,  2004  reflects   management's
qualitative and quantitative  assessment of the loan portfolio,  net charge-offs
and collection of delinquent  loans.  The allowance for loan losses  amounted to
$6.7  million  and  $2.3  million  at June  30,  2004  and  December  31,  2003,
respectively.  The  allowance for loan losses as a percentage of loans was 2.81%
and 1.01% at June 30, 2004 and December 31, 2003, respectively.

The following table sets forth information regarding non-accrual loans and loans
delinquent 90 days or more and still accruing  interest at the dates  indicated.
It is the  Company's  general  policy to  discontinue  accruing  interest on all
loans,  which  are  past-due  more  than 90  days or  when,  in the  opinion  of
management,  such suspension is warranted.  When a loan is placed on non-accrual
status,  the Company ceases the accrual of interest owed and previously  accrued
interest is charged against  interest  income.  Loans are generally  returned to
accrual  status when  principal  and interest  payments  are  current,  there is
reasonable  assurance that the loan is fully collectible and a consistent record
of performance has been demonstrated.

<TABLE>
<CAPTION>

                                                                 JUNE 30, 2004         DECEMBER 31, 2003
                                                                 -------------         -----------------
                                                                         (DOLLARS IN THOUSANDS)
<S>                                                                <C>                    <C>
NON-ACCRUAL LOANS:
     Commercial and industrial loans                               $        -             $      -
     Commercial real estate loans                                           -                    -
     Automobile loans                                                       -                    -
                                                                          ---                  ---
         Total non-accrual loans                                            -                    -
                                                                          ---                  ---
LOANS ACCRUING - OVER 90 DAYS:
     Commercial and industrial loans                                       56                    -
                                                                           --                  ---
         Total loans accruing-over 90 days                                 56                    -
                                                                           --                  ---
Total non-performing loans                                         $       56             $      -
                                                                           --                  ---
Allowance for loan losses as a percentage of loans (1)                   2.81 %               1.01 %
Allowance for loan losses as a percentage
     of total non-performing loans                                  12,003.57                    -
Non-performing loans as a percentage of loans (1)                         .02 %                  - %

(1) Loans include loans, net of unearned income and deferred fees.

</TABLE>



                                       17
<PAGE> 19


OTHER OPERATING INCOME

Other  operating  income  increased $2.4 million,  to $3.5 million for the three
months ended June 30, 2004, as compared to the three months ended June 30, 2003.
That increase was primarily attributable to an increase in net gain on sales and
calls of  securities  of $2.3  million,  and a $100,000,  or 19.3%,  increase in
service  charges on deposit  accounts  reflecting an increased fee structure and
overall growth in the depositor base.

OTHER OPERATING EXPENSES

Other operating expenses increased $1.0 million, or 29.5%, from $3.4 million for
the three months ended June 30, 2003, to $4.4 million for the three months ended
June 30,  2004.  The  increase  in  operating  expenses  stemmed  from  expenses
associated with the automobile loan portfolio of $798,000.

INCOME TAXES

For the three months ended June 30, 2004,  an income tax benefit of $592,000 was
recorded  for the three  months  ended  June 30,  2004,  compared  to income tax
expense of $434,000  for the three  months  ended June 30,  2003.  For the three
months ended June 30, 2004,  the Company  recorded a loss before income taxes of
$1.4  million,  compared to income  before  income taxes of $1.2 million for the
three months ended June 30, 2003.


COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

GENERAL

The Company  reported  net income of $24,000,  or diluted  earnings per share of
$.02 for the six months  ended June 30, 2004,  compared to $782,000,  or diluted
earnings per share of $1.03 for the six months ended June 30, 2003.

INTEREST INCOME

Interest income increased  $950,000,  or 7.9%, for the six months ended June 30,
2004,  compared  to the six  months  ended  June 30,  2003.  That  increase  was
attributable to the $70.6 million, or 16.1%,  increase in the average balance of
interest-earning  assets from $438.6  million for the six months  ended June 30,
2003, to $509.1  million for the six months ended June 30, 2004. The increase in
income from the increase in the average  balance of interest  earning assets was
offset  in  part  by  a  39  basis  point  decrease  in  the  average  yield  on
interest-earning  assets from 5.49% for the six months ended June 30,  2003,  to
5.10%  for the  comparable  2004  period.  The  decrease  in  average  yield  on
interest-earning  assets was  attributable to a 23 basis point decrease in yield
on securities  which declined from 4.09% for the six months ended June 30, 2003,
to 3.86% for the six months ended June 30, 2004,  and a 48 basis point  decrease
in the average yield on loans, net, from 7.06% for the six months ended June 30,
2003, to 6.58% for the comparable 2004 period. Partially offsetting the declines
in yield from  period to period was a $60.6  million,  or 28.3%  increase in the
average  balance of securities from $214.3 million for the six months ended June
30, 2003, to $274.9  million for the six months ended June 30, 2004, and a $17.9
million,  or 8.3%  increase  in the  average  balance of loans,  net of unearned
income and deferred fees,  from $215.2 million for the six months ended June 30,
2003, to $233.1 million for the comparable 2004 period.



                                       18


<PAGE> 20


INTEREST EXPENSE

Interest  expense  for the six  months  ended  June 30,  2004 was $4.4  million,
compared to $4.8 million for the three months ended June 30, 2003, a decrease of
$311,000, or 6.5%. The decrease was attributable to a 46 basis point decrease in
the average cost of  interest-bearing  liabilities from 2.59% for the six months
ended  June 30,  2003 to 2.13%  for the six  months  ended  June 30,  2004.  The
decrease in average  cost was  partially  offset by a $50.8  million,  or 13.8%,
increase  in the  average  balance of total  interest-bearing  liabilities  from
$366.8  million for the six months ended June 30, 2003 to $417.6 million for the
six months  ended  June 30,  2004.  The  increase  in  average  interest-bearing
liabilities, when compared to the prior year period, reflects increases of $20.7
million in the average balance of interest-bearing deposits and $30.0 million in
the  average  balance  of  borrowed  funds.  There was no change in the  average
balance of subordinated debentures from June 30, 2003, to June 30, 2004.

Interest expense on interest-bearing  deposits decreased $552,000, or 18.8%, for
the six months ended June 30, 2004, from $2.9 million for the corresponding 2003
period to $2.4 million for the current  period.  That decrease was primarily due
to a 48 basis  point  decrease  in the  average  rate  paid on  interest-bearing
deposits  from  2.01%  for six  months  ended  June 30,  2003 to  1.53%  for the
corresponding period in 2004.  Offsetting,  in part, the decrease in the average
rate paid was an increase in the average balance of interest-bearing deposits of
$20.7  million  for the six months  ended June 30,  2004 from the  corresponding
period in 2003. The increase in the average balance of interest-bearing deposits
was the result of increases in the average balance of savings  deposits of $17.6
million,  or 20.6%, and in the average balances of NOW and money market deposits
of $19.0 million, or 19.3% from period to period.

Interest  expense on borrowed  funds  increased  $239,000,  or 17.1%,  from $1.4
million  for the six months  ended June 30,  2003,  to $1.6  million for the six
months  ended June 30,  2004.  The  increase  was  primarily  due to the average
balance of borrowed funds, which increased from $66.5 million for the six months
ended June 30,  2003 to $96.6  million for the six months  ended June 30,  2004.
Offsetting  in part the cost from the increase in the average  balance was an 81
basis point  decrease in the average  cost of borrowed  funds from 4.20% for the
2003 period, to 3.39% for the 2004 period.

NET INTEREST INCOME

Net interest income increased by $1.2 million,  or 17.3%,  from $7.3 million for
the six months ended June 30,  2003,  to $8.5 million for the three months ended
June 30, 2004. The average cost of total  interest-bearing  liabilities  for the
period  decreased  46 basis points from 2.59% in the 2003 period to 2.13% in the
2004 period. The average yield on total  interest-earning  assets for the period
decreased  39 basis  points  from 5.49% in the 2003  period to 5.10% in the 2004
period.  The net interest rate spread  increased 7 basis points,  from 2.90% for
the six months ended June 30, 2003, to 2.97% for the period ended June 30, 2004.

PROVISION FOR LOAN LOSSES

The Company made a $5,500,000 provision for loan losses for the six months ended
June 30, 2004,  compared to a $60,000 provision for loan losses made for the six
months ended June 30, 2003. The determination to increase the provision for loan
losses  for  the  three  months  ended  June  30,  2004  reflects   management's
qualitative and quantitative  assessment of the loan portfolio,  net charge-offs
and collection of delinquent  loans.  The allowance for loan losses  amounted to
$6.7  million  and  $2.3  million  at June  30,  2004  and  December  31,  2003,
respectively.  The  allowance for loan losses as a percentage of loans was 2.81%
and 1.01% at June 30, 2004 and December 31, 2003, respectively.




                                       19

<PAGE> 21


OTHER OPERATING INCOME

Other  operating  income  increased  $3.2  million,  to $5.2 million for the six
months ended June 30,  2004,  as compared to the six months ended June 30, 2003.
That increase was primarily attributable to an increase in net gain on sales and
calls of securities of $2.6 million,  an increase in income relating to earnings
on bank owned life insurance which resulted in proceeds of $192,000  received in
conjunction  with the death of the  Company's  Chairman,  and an  increase  from
service charges on deposit accounts.  The latter increased  $290,000,  or 29.6%,
reflecting an increased fee structure and overall growth in the depositor base.

OTHER OPERATING EXPENSES

Other operating expenses increased $1.6 million, or 24.3%, from $6.8 million for
the six months  ended June 30,  2003,  to $8.4  million for the six months ended
June 30,  2004.  The  increase  in  operating  expenses  stemmed  from  expenses
associated  with the  automobile  loan  portfolio  of  $855,000  and the  Bank's
continued planned branch expansion.

INCOME TAXES

For the six months  ended June 30,  2004,  an income tax benefit of $193,000 was
recorded for the six months ended June 30, 2004,  compared to income tax expense
of $880,000  for the six months  ended June 30,  2003.  For the six months ended
June 30,  2004,  the Company  recorded a loss before  income  taxes of $169,000,
compared to income  before income taxes of $2.5 million for the six months ended
June 30, 2003.

LIQUIDITY

Liquidity management for the Company requires that funds be available to pay all
deposit  withdrawal and maturing  financial  obligations and meet credit funding
requirements  promptly and fully in accordance with their terms. For most banks,
including the Bank,  maturing assets provide only a limited portion of the funds
required to pay maturing liabilities over a short time frame. The balance of the
funds  required is provided by liquid assets and the  acquisition  of additional
liabilities, making liability management integral to liquidity management in the
short term.

The Company maintains levels of liquidity that it considers adequate to meet its
current  needs.  The  Company's  principal  sources  of  cash  include  incoming
deposits, the repayment of loans and sales of investment  securities.  When cash
requirements  increase faster than cash is generated,  either through  increased
loan demand or  withdrawal of deposited  funds,  the Company can arrange for the
sale of loans or liquidate available-for-sale securities. It can also access its
lines  of  credit,   totaling  $9.5   million,   with   unaffiliated   financial
institutions,  which enable it to borrow federal funds on an unsecured basis. In
addition,  the Company has available  lines of credit with the Federal Home Loan
Bank of New York equal to 12.8% of the Company's  assets at June 30, 2004, which
enable it to borrow funds on a secured  basis.  The Company could also engage in
other forms of borrowings, including repurchase agreements.



                                       20

<PAGE> 22


At June 30, 2004, the Company's  other  borrowings  consisted of convertible and
medium term advances from the FHLB.  The  convertible  feature of these advances
allows the FHLB, at a specified call date and quarterly  thereafter,  to convert
those  advances  into  replacement  funding  for the same or a lesser  principal
amount,  based on any advance then offered by the FHLB,  at then current  market
rates.  If the FHLB  elects to convert  those  advances,  the Bank may repay any
portion of the advances without penalty. The convertible advances are secured by
various  mortgage-backed,  callable U.S.  agency  securities,  and certain other
qualifying commercial real-estate collateral.

At June 30, 2004, convertible and medium term advances outstanding were as
follows:

<TABLE>
<CAPTION>
                                                                              CALL                  CONTRACTUAL
                                        AMOUNT            RATE                DATE                   MATURITY
                                        ------            ----                ----                   --------
<S>                                 <C>                    <C>             <C>                      <C>
Convertible advance                 $   14,000,000         5.49%            8/19/2004                2/19/2008
Convertible advance                     15,000,000         4.59%            7/21/2004                1/21/2009
Convertible advance                      5,000,000         2.24%            2/03/2006                 2/3/2009
Convertible advance                     14,000,000         4.97%            7/19/2004                1/19/2011
Convertible advance                      3,000,000         4.11%           12/11/2005               12/12/2011
Convertible advance                     10,000,000         2.64%            5/28/2008                5/28/2013
Medium term advance                      5,000,000         3.99%                    -               12/13/2004
Medium term advance                     10,000,000         2.37%                    -                4/14/2006
                                        ----------
                                    $   76,000,000
</TABLE>

The primary  investing  activities of the Company are the purchase of securities
available-for-sale  and the  origination  of loans.  During the six months ended
June 30,  2004,  and 2003,  the  Company's  purchases  of  securities  that were
classified   available-for-sale  totaled  $577.7  million  and  $487.5  million,
respectively.  Loan originations,  net of principal repayments on loans, totaled
$14.4 million and $.3 million for the six months ended June 30, 2004,  and 2003,
respectively. Borrowings, principal repayments and maturities of securities were
used primarily to fund those activities.

CAPITAL RESOURCES

The Bank is subject to the risk based  capital  guidelines  administered  by the
banking  regulatory  agencies.  The  guidelines  currently  require all banks to
maintain  a minimum  ratio of total risk  based  capital to total risk  weighted
assets of 8%, including a minimum ratio of Tier 1 capital to total risk weighted
assets of 4% and a Tier 1 capital to average  adjusted  assets of 4%. Failure to
meet minimum capital  requirements can initiate certain mandatory,  and possibly
additional  discretionary  actions  by the  FDIC,  the  Bank's  primary  federal
regulator that, if undertaken, could have a direct material effect on the Bank's
financial statements. As of December 31, 2003, the most recent notification from
the FDIC categorized the Bank as well capitalized under the regulatory framework
for prompt corrective action.

In accordance  with the  requirements of the FDIC and the New York State Banking
Department, the Bank must meet certain measures of capital adequacy with respect
to leverage and risk-based capital. As of June 30, 2004, the Bank exceeded those
requirements  with a  leverage  capital  ratio,  risk-based  capital  ratio  and
total-risk based capital ratio of 5.40%, 9.57%, and 10.83%, respectively.

The Company achieves what it considers "capital adequacy" through the continuous
monitoring of its financial performance and plans for expansion. Sources of the
Company's capital are generated primarily through current period earnings and
the issuance of common stock via the dividend reinvestment plan or the exercise
of stock options. Uses of capital currently result from the payment of


                                       21

<PAGE> 23


dividends on common  stock or the  repurchase  of common  stock  through a stock
repurchase  program.  In February  2004,  the Board of Directors,  approved a 5%
stock   repurchase   program  that  would  enable  the  Company  to   repurchase
approximately  74,000 shares of its outstanding common stock. There have been no
repurchases  made under that stock purchase program since its  announcement.  In
determining the extent and timing of stock repurchase  programs,  in addition to
capital adequacy,  the Company considers,  the effect on the Company's financial
condition,  average daily trading volume, and listing requirements applicable to
the NASDAQ  National  Market System.  At June 30, 2004, the Company held 336,900
shares of treasury stock at an average cost of $12.40 per share.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------   ----------------------------------------------------------

The principal objective of the Company's interest rate management is to evaluate
the interest rate risk inherent in certain balance sheet accounts, determine the
level of risk  appropriate  given the  Company's  business  strategy,  operating
environment,  capital and liquidity requirements and performance objectives, and
manage the risk consistent  with guidelines  approved by the Board of Directors.
Through such  management,  the Company seeks to reduce the  vulnerability of its
operations to changes in interest  rates.  The Board has directed the Investment
Committee to review the  Company's  interest  rate risk  position on a quarterly
basis.

Funds  management  is the  process by which the Company  seeks to  maximize  the
profit  potential  which is derived from the spread  between the rates earned on
interest-earning  assets  and the  rates  paid on  interest-bearing  liabilities
through  the  management  of  various  balance  sheet  components.  It  involves
virtually every aspect of the Company's management and decision-making  process.
Accordingly,  the Company's  results of operations  and financial  condition are
largely  dependent on the movements in market  interest  rates and the Company's
ability to manage its assets and liabilities in response to such movements.

At June 30, 2004,  78.5% of the Company's  gross loans had  adjustable  interest
rates and its loan portfolio had an average  weighted  maturity of 9.2 years. At
that date, $52.0 million,  or 18.8%, of the Company's  securities had adjustable
interest rates, and its securities  portfolio had a weighted average contractual
maturity  of 8.3 years.  At June 30,  2004,  the  Company  had $50.3  million of
certificates of deposit with maturities of one year or less and $11.9 million of
deposits  over  $100,000,  which tend to be less stable  sources of funding when
compared  to  core  deposits,  and  which  represented  14.7%  of the  Company's
interest-bearing   liabilities.  In  a  rising  interest  rate  environment  the
Company's interest-bearing liabilities may adjust upwardly more rapidly than the
yield on its adjustable-rate assets. Thus, due to the Company's level of shorter
term certificates of deposit,  federal funds purchased and securities sold under
agreements to repurchase,  the Company's cost of funds may increase at a greater
rate in a  rising  rate  environment  than if it had a  greater  amount  of core
deposits  which,  in turn,  may  adversely  affect net  interest  income and net
income.

The Company's  interest rate sensitivity is monitored by management  through the
use of a quarterly  interest  rate risk analysis  model which  evaluates (i) the
potential  change in the net interest  income over the  succeeding  four quarter
period and (ii) the potential change in the fair market value of equity,  of the
Company  ("Net  Economic   Value  of  Equity"),   which  would  result  from  an
instantaneous  and sustained  interest rate change of zero and plus or minus 200
basis points in 100 basis point increments.


                                       22

<PAGE> 24


At June 30,  2004,  the effect of  instantaneous  and  sustained  interest  rate
changes on the  Company's Net Interest  Income and Net Economic  Value of Equity
are as follows:

<TABLE>
<CAPTION>

             CHANGE IN                   POTENTIAL CHANGE IN                       POTENTIAL CHANGE IN
           INTEREST RATES                NET INTEREST INCOME                  NET ECONOMIC VALUE OF EQUITY
           IN BASIS POINTS             $ CHANGE      % CHANGE                  $ CHANGE          % CHANGE
           ---------------             --------      --------                  ---------         --------
                                                           (DOLLARS IN THOUSANDS)

              <S>                      <C>             <C>                   <C>                  <C>
                200                    $(2,761)        (13.94)%              $   (7,458)          (29.67) %
                100                     (1,374)         (6.94)                   (3,224)          (12.83)
              Static                        --             --                        --               --
               (100)                        (2)          (.01)                    1,341             5.34
               (200)                      (934)         (4.71)                   (1,535)           (6.11)
</TABLE>

ITEM 4.  CONTROLS AND PROCEDURES
-------  -----------------------

   1.  Evaluation of disclosure controls and procedures.  The Company  maintains
       ------------------------------------------------
       controls and procedures  designed to ensure that information  required to
       be disclosed in the reports that the Company  files or submits  under the
       Securities  Exchange Act of 1934 is recorded,  processed,  summarized and
       reported within the time periods  specified in the rules and forms of the
       Securities and Exchange Commission.  Based upon their evaluation of those
       controls and procedures as of the end of the period covered by the report
       required by paragraph (b) of Section  240.13a-15 or Section 240.15d-15 of
       this chapter,  the Chief  Executive and Chief  Financial  officers of the
       Company concluded that the Company's  disclosure  controls and procedures
       were adequate.
2.     Changes in internal controls. The Company made no significant changes  in
       ----------------------------
       its internal controls or in other factors that could significantly affect
       these controls subsequent to the date of the evaluation of those controls
       by the Chief Executive and Chief Financial officers.


PART II - OTHER INFORMATION
---------------------------


ITEM 1.    LEGAL PROCEEDINGS
-------    -----------------
           Not applicable.

ITEM 2.    CHANGES IN SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF
-------    ---------------------------------------------------------------
           EQUITY SECURITIES
           -----------------

           In  February  2004,  the  Board  of  Directors  approved  a 5%  stock
           repurchase  program  that  would  enable the  Company  to  repurchase
           approximately  74,000 shares of its outstanding  common stock.  There
           have been no repurchases made under that stock purchase program since
           its announcement.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
-------    -------------------------------
           Not applicable.




                                       23

<PAGE> 25



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------    ---------------------------------------------------

           The Company's  Annual Meeting of  Stockholders  was held on April 28,
           2004, and the following  individuals  were elected as Directors for a
           term of three years each:
<TABLE>
<CAPTION>
                                                   Vote          Votes              Broker
                                                   For          Withheld          Abstentions    Non-Votes
                                                   ---          --------          -----------    ---------
           <S>                                  <C>               <C>                  <C>           <C>
           Donald Del Duca                      1,265,448         4,909                -             -
           Frank DiFazio                        1,265,448         4,909                -             -
           Gordon A. Lenz                       1,263,948         6,409                -             -
           Thomas F. Roberts, III               1,264,148         6,209                -             -
           Alfred Romito                        1,265,648         4,709                -             -

           The term of the following Directors continued after the Annual Meeting: Harvey
           Auerbach, John L. Ciarelli, Esq., Frank J. Esposito, Waldemar Fernandez, Douglas C.
           Manditch, John R. McAteer, Werner S. Neuburger, John C. Tsunis, Esq.
</TABLE>

ITEM 5.    OTHER INFORMATION
-------    -----------------
           Not applicable.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
-------    --------------------------------
<TABLE>
<CAPTION>
           a.  EXHIBITS
               --------
               <S>     <C>
               11.0    Statement Re: Computation of Per Share Earnings
               31.1    Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-
                       Oxley Act of 2003
               31.2    Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-
                       Oxley Act of 2003
               32.1    Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-
                       Oxley Act of 2003
               32.2    Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-
                       Oxley Act of 2003
</TABLE>

           b.  REPORTS ON FORM 8-K
               -------------------

               On April 27, 2004 the Company filed a Form 8-K to disclose that
               the Company had issued a press release to announce the Company's
               financial results for the three months ended March 31, 2004.

               On July 26, 2004 the Company filed a Form 8-K to disclose that
               the Company had issued a press release to announce the Company's
               financial results for the three and six months ended June 30,
               2004.




                                       24

<PAGE> 26


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.


                                         LONG ISLAND FINANCIAL CORP.
                                         (REGISTRANT)


Date: August 16, 2004                    By: /s/ Douglas C. Manditch
                                             -----------------------
                                         Douglas C. Manditch
                                         President and Chief Executive Officer


Date: August 16, 2004                    By: /s/ Thomas Buonaiuto
                                             --------------------
                                         Thomas Buonaiuto
                                         Vice President and Treasurer





                                       25