SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
--------------------------------------------------------------------------------
                                    FORM 10-Q

(Mark One)

{X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 2002

                                       OR

[ [   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from                     to
                              ---------------------  ---------------------------
                                Securities Exchange Act Number 000-25101

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

           Federal                                              16-1561678
-------------------------------                           ----------------------
(State or other jurisdiction of                               (IRS Employer)
 incorporation or organization)                           Identification Number)

                     182 Main Street, Oneida, New York 13421
                    -----------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code:  (315) 363-2000
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

     Indicate by check x whether the Registrant  has filed all reports  required
to be filed by  Sections  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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest  practicable date: There were 4,851,935 shares
of the Registrant's common stock outstanding as of May 1, 2002.


<PAGE>


                             ONEIDA FINANCIAL CORP.
                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

    Item 1Financial Statements                                               1

          Consolidated Statements of Condition                               2
          As of March 31, 2002 (unaudited) and December 31, 2001 (audited)

          Consolidated Statements of Operations (unaudited)                  3
          For the three months ended March 31, 2002 and 2001

          Consolidated Statements of Comprehensive Income (unaudited)        4
          For the three months ended March 31, 2002 and 2001

          Consolidated Statements of Cash Flows (unaudited)                  5
          For the three months ended March 31, 2002 and 2001

          Notes to Consolidated Financial Statements (unaudited)             7

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

   Item 3.Quantitative and Qualitative Disclosures about Market Risk        17

PART II. OTHER INFORMATION                                                  18


<PAGE>


PART I.      FINANCIAL INFORMATION
             Item I.    Financial Statements


                                  Page 1 of 20


<PAGE>


ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
At March 31, 2002 and December 31, 2001

<TABLE>
<CAPTION>
                                                                (unaudited)          (audited)
                                                                     At                  At
                                                                  March 31,         December 31,
                                                                    2002                2001
                                                                    ----                ----
ASSETS                                                                   (in thousands)
<S>                                                              <C>                 <C>
         Cash and due from banks                                 $  11,559           $  11,851
         Federal funds sold                                         10,000               9,900
                                                                 ---------           ---------
  TOTAL CASH AND CASH EQUIVALENTS                                   21,559              21,751

         Investment securities, at fair value                       84,984              78,390
         Mortgage-backed securities, at fair value                  51,108              53,686

         Mortgage loans held for sale                                3,824               5,946

         Loans receivable                                          166,532             166,619
         Allowance for credit losses                                (1,364)             (1,672)
                                                                 ---------           ---------
   LOANS RECEIVABLE, NET                                           165,168             164,947

         Bank premises and equipment, net                            8,593               8,015
         Accrued interest receivable                                 1,946               2,028
         Other real estate                                              42                  77
         Other assets                                                3,705               3,751
         Goodwill                                                    4,927               4,744
         Cash surrender value - life insurance                       9,510               9,382
                                                                 ---------           ---------
         TOTAL ASSETS                                            $ 355,366           $ 352,717
                                                                 =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
         Interest bearing deposits                               $ 199,893           $ 198,281
         Non-interest bearing deposits                              30,204              29,882
         Borrowings                                                 76,600              76,600
         Other liabilities                                           3,132               2,940
                                                                 ---------           ---------
TOTAL LIABILITIES                                                  309,829             307,703
Stockholders' equity:
         Preferred stock, 1,000,000 shares authorized                    0                   0
         Common stock  ($.01 par value; 20,000,000
              shares authorized;  3,663,438 issued)                     37                  37
         Additional paid-in capital                                 16,779              16,779
         Retained earnings                                          33,113              33,049
         Common shares issued under employee
               stock plans - unearned                                 (874)               (874)
         Accumulated other comprehensive income (loss)                 254                (157)
         Treasury stock (at cost, 295,716
                                    and 296,063 shares)             (3,189)             (3,198)
         Unearned stock compensation                                  (583)               (622)
                                                                 ---------           ---------
   TOTAL STOCKHOLDERS' EQUITY                                       45,537              45,014
                                                                 ---------           ---------
         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                                    $ 355,366           $ 352,717
                                                                 =========           =========


</TABLE>
               The accompanying notes are an integral part of the
                        consolidated financial statements


                                             Page 2 of 20


<PAGE>


ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2002 (unaudited) and 2001 (unaudited )

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                March 31,      March 31,
                                                                  2002            2001
                                                                  ----            ----
                                                       (in thousands, except Earnings Per Share Data)

<S>                                                               <C>             <C>
INTEREST INCOME:
         Interest and fees on loans                               $3,201          $3,618
         Interest on investment and mortgage-
                  backed securities                                1,538           1,791
         Dividends on equity securities                              227             293
         Interest on federal fund sold and
              interest-bearing deposits                               48              54
                                                                  ------          ------
   Total interest and dividend income                              5,014           5,756
                                                                  ------          ------
INTEREST EXPENSE:
         Savings deposit                                             111             268
         Money market and Super NOW                                  137             170
         Time deposits                                             1,441           1,641
         Borrowings                                                  954           1,052
                                                                  ------          ------
                  Total interest expense                           2,643           3,131
                                                                  ------          ------
NET INTEREST INCOME                                                2,371           2,625
         Less: Provision for credit losses                           190             120
                                                                  ------          ------
   Net interest income after provision for credit losses           2,181           2,505
                                                                  ------          ------
OTHER INCOME:
         Investment security gain, net                                 1              16
         Other operating income                                    2,039           1,555
                                                                  ------          ------
   Total other income                                              2,040           1,571
                                                                  ------          ------
OTHER EXPENSES:
         Compensation and employee benefits                        2,072           1,914
         Occupancy expenses, net                                     598             541
         Other operating expense                                     678             699
                                                                  ------          ------
   Total other expenses                                            3,348           3,154
                                                                  ------          ------
INCOME BEFORE INCOME TAXES                                           873             922
                                                                  ------          ------
   Provision for income taxes                                        260             279
                                                                  ------          ------
NET INCOME                                                        $  613          $  643
                                                                  ======          ======
EARNINGS PER SHARE - BASIC                                        $ 0.13          $ 0.14
                                                                  ======          ======
EARNINGS PER SHARE - DILUTED                                      $ 0.12          $ 0.13
                                                                  ======          ======

</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                  Page 3 of 20


<PAGE>


ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2002 (unaudited) and 2001 (unaudited)


<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                   March 31,        March 31,
                                                                     2002              2001
                                                                     ----              ----
                                                                         (in thousands)
<S>                                                                <C>               <C>
      Net income                                                   $   613           $   643
                                                                   -------           -------

      Other comprehensive income, net of tax:
           Unrealized gains on assets available for sale:
         Unrealized holding gains
             arising during period                                     686               943
         Less: reclassification adjustment for
                   gains included in net income                         (1)              (16)
                                                                   -------           -------
                                                                       685               927
         Net income tax effect                                        (274)             (371)
                                                                   -------           -------
Other comprehensive income, net of tax                                 411               556

      Comprehensive Income                                         $ 1,024           $ 1,199
                                                                   =======           =======

</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                  Page 4 of 20


<PAGE>


ONEIDA FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2002 (unaudited) and 2001 (unaudited)
<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                      March 31,       March 31,
                                                                        2002             2001
                                                                        ----             ----
<S>                                                                   <C>              <C>
Operating Activities:                                                      (in thousands)
   Net income                                                         $    613         $    643
   Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                                        221              301
      Amortization of premiums/discounts on securities, net                 45               15
      Provision for credit losses and other real estate losses             190              120
      Provision for investment losses                                      256                0
      Stock compensation earned                                             39               39
      Loss on sale of other real estate                                      5                0
      Gain on sale/call of securities, net                                  (1)             (16)
      Gain on sale of loans, net                                           (99)             (15)
      Income tax payable                                                  (214)            (104)
      Accrued interest receivable                                           82              203
      Other assets                                                        (355)          (1,334)
      Other liabilities                                                    223            1,026
      Origination of loans held for sale                                (9,055)          (4,468)
      Proceeds from sales of loans                                      11,276            4,021
                                                                      --------         --------
          Net cash provided by operating activities                      3,226              431
                                                                      --------         --------
Investing Activities:
  Purchase of investment securities                                    (13,688)         (18,318)
  Principal collected on and proceeds of maturities
      sales or calls from investments                                    7,636           28,667
  Purchase of mortgage-backed securities                                (5,024)          (7,831)
  Principal collected on and proceeds from sales
     of  mortgage-backed securities                                      7,443            2,898
  Net increase in loans                                                   (436)          (1,076)
  Purchase of bank premises and equipment                                 (799)            (342)
  Proceeds from sale of other real estate                                   56               55
 Purchase of insurance agencies                                              0             (965)
  Purchase of life insurance                                                 0           (9,000)
                                                                      --------         --------
          Net cash used in investing activities                         (4,812)          (5,912)
                                                                      --------         --------
Financing Activities:
  Net increase in demand deposit, savings,
      money market, super now and escrow                                 3,330              702
  Net (decrease) increase in time deposits                              (1,397)           4,308
  Proceeds from borrowings                                               2,500            7,500
  Repayment of borrowings                                               (2,500)          (7,000)
  Cash dividends                                                          (548)            (603)
  Purchase of treasury stock                                                (3)             (18)
 Exercise of stock options (using treasury stock)                           12                0
                                                                      --------         --------
          Net cash provided by financing activities                      1,394            4,889
                                                                      --------         --------
Decrease in cash and cash equivalents                                     (192)            (592)
                                                                      --------         --------
Cash and cash equivalents at beginning of period                        21,751            8,817
                                                                      --------         --------
Cash and cash equivalents at end of period                            $ 21,559         $  8,225
                                                                      ========         ========

</TABLE>


                                  Page 5 of 20


<PAGE>


Supplemental disclosures of cash flow information:
Cash paid for interest                                    2,577        3,131
Cash paid for income taxes                                  465          220
Non-cash investing activities:
Unrealized gain on investment and mortgage-backed
     securities designated as available for sale            685          927
Transfer of loans to other real estate                       25            0
Contingent consideration for insurance acquisition          183            0
================================================================================

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                  Page 6 of 20


<PAGE>


                             Oneida Financial Corp.
                   Notes to Consolidated Financial Statements

                                   (Unaudited)
                                 March 31, 2002

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal  recurring  accruals)  necessary  to fairly  present the  consolidated
financial  position of the Oneida  Financial  Corp. (the "Company") at March 31,
2002 and the  results  of its  consolidated  operations  and cash  flows for the
period then ended have been  included.  Operating  results  for the  three-month
period are not  necessarily  indicative  of the results that may be expected for
the year ended December 31, 2002.

Note B - Earnings Per Share

Basic  earnings  per share is  computed  based on the  weighted  average  shares
outstanding at March 31, 2002.  Diluted  earnings per share is computed based on
the weighted average shares outstanding  adjusted for the dilutive effect of the
assumed exercise of stock options and awards during the year. The Company paid a
three-for-two  stock dividend based on the ex-dividend  date of April, 23, 2002.
The following is a reconciliation of basic to diluted earnings per share for the
three  months  ended March 31 which  takes into  consideration  the  retroactive
restatement of the stock dividend:

<TABLE>
<CAPTION>
                                          Income            Shares         Per Share

<S>                                      <C>              <C>              <C>
March 31, 2002:

Net income (Three Months Ended)          $ 612,617

Basic Earnings Per Share:                $ 612,617        4,829,130        $   0.13
Effect of dilutive securities:
         Stock options and awards                0          162,464
                                         ---------        ---------
Diluted Earnings Per Share               $ 612,617        4,991,594        $   0.12
                                                                           --------
March 31, 2001:
Net income (Three Months Ended)          $ 642,620

Basic Earnings Per Share                 $ 642,620        4,757,554        $   0.14
Effect of dilutive securities:
         Stock options and awards                0            7,248
                                         ---------        ---------
Diluted Earnings Per Share               $ 642,620        4,764,802        $   0.13
                                                                           --------
</TABLE>

Note C - Nature of Operations

On October 2,  2000,  the Bank  completed  its  acquisition  of Bailey & Haskell
Associates,  Inc., an insurance agency (the "Agency").  The Bank paid $3,075,000
in cash and  $500,000 in Company  stock,  of which  45,496  shares of stock were
issued in January 2001, to the Agency's shareholders.  Goodwill in the amount of
$3,350,000 was recorded in conjunction with the transaction.  Under terms of the
agreement,  contingent  purchase payments based on future performance levels may
be made over a five-year  period ending in 2005. As of March 31, 2002,  $182,291
additional goodwill was recorded for the contingent purchase payment for 2001.

On January 2, 2001,  the Bank  completed its  acquisition  of Noyes and LaLonde,
Inc., an insurance  agency.  The Bank paid $667,500 in cash for $55,200 in fixed
assets and  established  a note  payable for  $612,500 to be paid over 24 months
with  interest  at 7.5% per annum to acquire  certain  tangible  and  intangible
assets of the  agency.  Goodwill  in the amount of  $1,250,000  was  recorded in
conjunction  with the  transaction.  Noyes and LaLonde,  Inc.  was  subsequently
merged into Bailey and Haskell Associates,  Inc.  Additionally,  effective as of
January 1, 2001, the Bank also completed its


                                  Page 7 of 20


<PAGE>


acquisition of The Dunn Agency. The Bank paid $247,500 in cash and established a
note  payable for  $247,500 to be paid over 24 months with  interest at 7.5% per
annum to acquire 100% of the capital  stock of The Dunn Agency.  Goodwill in the
amount of $523,000 was recorded in conjunction with this transaction.

The acquisitions were accounted for under the purchase method of accounting and,
accordingly,  the results of the Agency operations are included in the financial
statements as of the date of the acquisitions.

On November 21, 2001, the Bank signed a definitive  merger  agreement to acquire
the assets of State Bank of  Chittenango  (SBC);  a $65  million  New York State
chartered  commercial bank. Under the terms of the agreement,  the Bank will pay
approximately $11.9 million or $102.60 in cash for each of the 116,079 shares of
common stock outstanding in SBC Financial  Corporation.  The stockholders of SBC
approved the merger in March 2002 and regulatory approval is still pending.  The
merger is expected to be completed in the second quarter of 2002.

In January 2002,  the Company signed a letter of intent to acquire the assets of
Kennedy & Clarke,  Inc., an insurance agency, for $194,500 in cash and establish
a note payable for $194,500 to be paid over 24 months with  interest at 6.0% per
annum. The acquisition is expected to be completed in the second quarter 2002.

Note D - New Pronouncements

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets,"  which  addresses  financial  accounting  and  reporting  for  acquired
goodwill  and other  intangible  assets.  Under the new rule,  goodwill  will no
longer be amortized  but will subject to annual  impairment  tests in accordance
with the Statement.  Other intangible  assets will continue to be amortized over
their useful lives.  This  statement was effective for the Company  beginning on
January 1, 2002. The Company will  periodically  review for impairment  based on
fair  values  and make  adjustments  as  necessary.  As of March  31,  2002,  no
impairment  adjustment  has  been  made  to  the  Goodwill.  The  impact  of the
pronouncement on the financial statements is as follows:

<TABLE>
<CAPTION>
                                              For the Three Months Ended
                                                  March 31,   March 31,
                                                    2002         2001
                                                    ----         ----
                                      (in thousands, except for Earnings Per Share Data)

<S>                                                 <C>         <C>
Reported net income                                 $613        $ 643
Add back:  Goodwill amortization, net of tax           0           59
                                                                -----
Adjusted Net income                                 $613        $ 702
                                                   =====        =====

Basic earnings per share:
Reported net income                                $0.13        $0.14
Goodwill amortization, net of tax                      0         0.01
                                                   -----        -----
Adjusted net income                                $0.13        $0.15
                                                   =====        =====

Diluted earnings per share:
Reported net income                                $0.12        $0.13
Goodwill amortization, net of tax                      0         0.01
                                                   -----        -----
Adjusted net income                                $0.12        $0.14
                                                   =====        =====

</TABLE>

Note E - Charter Conversion

The Company received  regulatory approval to convert its charter from a Delaware
Corporation  to  a  Federal  Corporation  chartered  by  the  Office  of  Thrift
Supervision  ("OTS") on July 12, 2001 and  completed  the charter  conversion on
July 18,  2001.  As part of the charter  conversion,  the total number of shares
authorized changed from 8,000,000 at a par value of $0.10 to 20,000,000 at a par
value of $0.01. In addition,  one million shares of serial  preferred stock were
authorized. There is no serial preferred stock outstanding at March 31, 2002.

Note F - Dividend Restrictions

Oneida  Financial MHC, which owns 1,915,445 or 56.88% of the outstanding  shares
as of March 31, 2002 of Oneida  Financial Corp., had filed a notice with the OTS
regarding  its intent to waive its right to receive cash  dividends  declared by
Oneida  Financial  Corp.  The  notice  was  approved  by the OTS  subject to the
condition that Oneida Financial  Corp.'s retained  earnings be restricted by the
dollar amount of dividends  waived by Oneida Financial MHC. As of March 31, 2002
and December  31, 2001,  the retained  earnings  restricted  for cash  dividends
waived was $1,417,429 and $689,560, respectively.


                                  Page 8 of 20


<PAGE>


Note G - Stock Split

On March 13,  2002,  the  Company  declared a  three-for-two  stock  dividend to
shareholders of record as of April 9, 2002, payable on April 23, 2002. The stock
dividend  will be paid with  additional  shares of common  stock and  fractional
shares will be paid in cash based on the last sales price of the common stock on
the first  trading date  following  the record  date,  as adjusted for the stock
dividend.  The Company  recorded the stock dividend as of the ex-dividend  date;
however,  the earnings per share  calculations have taken into consideration the
retroactive  restatement  of the stock dividend for the years  presented  Shares
outstanding  references  except for those in the earnings per share  calculation
have not taken into consideration the effect of the stock dividend.

Note H - Allowance for Credit Losses

The allowance for credit losses  decreased  $308,000  since December 31, 2001 to
$1.4  million at March 31, 2002.  The decrease is due in part to one  commercial
loan  charged  off during  the first  quarter of 2002 and due to a change in the
methodology  used by management in determining the adequacy of the allowance for
credit losses.  The allowance is established based upon management's  evaluation
of the  risks  inherent  in the  loan  portfolio,  the  composition  of the loan
portfolio and other quantitative and qualitative  factors.  Management  monitors
and modifies the level of the allowance for credit losses in order to maintain a
level  considered  adequate  to provide for  potential  loan  losses.  Annually,
management   evaluates  the  adequacy  of  the  allowance  and   determines  the
appropriate level of provision of credit losses by applying fixed percentages to
each category of performing loans and classified  loans.  Management has updated
the fixed  percentages  to be applied during 2002 to each loan category based on
net  charge-off  experience  and  delinquencies  over the past  five  years  and
currently.  Utilization  of a similar  methodology  as applied during 2001 would
have resulted in additional provisions charged against earnings during the first
quarter of 2002 of approximately $250,000.  Management believes that the current
method of determining the adequacy of the allowance for credit losses is prudent
in  light  of  the  evaluation  and  review  of the  fair  value  of  underlying
collateral,  economic  conditions,  historic loan loss experience and geographic
concentrations.  At  March  31,  2002  the  allowance  for  credit  losses  as a
percentage of net loans  receivable  was 0.81% as compared to 1.03% on March 31,
2001.

Note I - Segment Information


The  Company  has  determined  that it has two primary  business  segments,  its
banking franchise and its insurance activities. For the three months ended March
31,  2002 and  2001,  the  Company's  insurance  activities  consisted  of those
conducted  through  Bailey  &  Haskell  Associates,  Inc.  and The  Dunn  Agency
subsidiaries.  Information  about the  Company's  segments is  presented  in the
following table for the periods indicated (amounts in thousands):

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31, 2002
                                                  --------------------------------------
                                                                   2002
                                                  ---------------------------------------
                                                    Banking                    Insurance
                                                  Activities    Activities       Total

<S>                                                 <C>           <C>           <C>
Net interest income                                 $2,371        $   --        $2,371
Provision for credit losses                            190            --           190
                                                    ------        ------        ------
         Net interest income after provision
                  for credit losses                  2,181            --         2,181
Other income                                           632         1,408         2,040
Other expenses                                       2,268         1,080         3,348
                                                    ------        ------        ------
         Income before income taxes                    545           328           873
Income tax expense                                     148           112           260
                                                    ------        ------        ------
         Net income                                 $  397        $  216        $  613
                                                    ======        ======        ======

</TABLE>


                                  Page 9 of 20


<PAGE>

<TABLE>
<CAPTION>

                                                   Three Months Ended March 31, 2001
                                                  -----------------------------------
                                                                   2001
                                                  -----------------------------------
                                                    Banking      Insurance
                                                  Activities     Activities     Total

<S>                                                 <C>           <C>           <C>
Net interest income                                 $2,625        $   --        $2,625
Provision for credit losses                            120            --           120
                                                    ------        ------        ------
         Net interest income after provision
                  for credit losses                  2,505            --         2,505
Other income                                           381         1,190         1,571
Other expenses                                       2,168           986         3,154
                                                    ------        ------        ------
         Income before income taxes                    718           204           922
Income tax expense                                     217            62           279
                                                    ------        ------        ------
         Net income                                 $  501        $  142        $  643
                                                    ======        ======        ======

</TABLE>

                                  Page 10 of 20


<PAGE>



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


                                  Page 11 of 20


<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     This section presents  Management's  discussion and analysis of and changes
to the Company's  consolidated financial results of operations and condition and
should be read in conjunction with the Company's financial  statements and notes
thereto included herein.

     When used in this  quarterly  report  the  words or  phrases  "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project"  or similar  expressions  are  intended to  identify  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  statements  are  subject  to  certain  risks and  uncertainties,
including,  among other things,  changes in economic conditions in the Company's
market  area,  changes in  policies  by  regulatory  agencies,  fluctuations  in
interest rates,  demand for loans in the Company's  market area and competition,
that could cause actual results to differ  materially from  historical  earnings
and those  presently  anticipated  or projected.  The Company  wishes to caution
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.  The Company wishes to advise readers that
the factors listed above could affect the Company's  financial  performance  and
could cause the Company's actual results for future periods to differ materially
from any opinions or statements  expressed with respect to future periods in any
current statements.

     The Company does not undertake,  and specifically  declines any obligation,
to  publicly  release  the  result  of any  revisions  which  may be made to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.


GENERAL

     Oneida  Financial  Corp. is the parent company of Oneida Savings Bank ("the
Bank").  The Company conducts no business other than holding the common stock of
the Bank and general investment activities resulting from the capital raised and
retained in the initial public stock offering.  Consequently,  the net income of
the Company is primary  derived from its  investment in the Bank. The Bank's net
income  is  primarily  dependent  on  its  net  interest  income,  which  is the
difference   between  interest  income  earned  on  its  investments  in  loans,
investment  securities  and  mortgage-backed  securities  and its  cost of funds
consisting of interest paid on deposits and borrowings. The Bank's net income is
also affected by its provision  for credit  losses,  as well as by the amount of
other income,  including income from fees and service  charges,  revenue derived
from the insurance agency  activities of the Bank, net gains and losses on sales
of investments and loans, and operating  expenses such as employee  compensation
and benefits,  occupancy and equipment  costs and income taxes.  Earnings of the
Bank are  also  affected  significantly  by  general  economic  and  competitive
conditions,  particularly  changes in market  interest  rates,  which tend to be
highly cyclical, and government policies and actions of regulatory  authorities,
which events are beyond the control of the Bank.  At December 31, 2001 and March
31, 2002 the Company had 3,219,285  shares and 3,219,632  shares  outstanding of
which 1,915,445 were held by Oneida  Financial MHC, the Company's mutual holding
company parent.


RECENT DEVELOPMENTS

     On November 21,  2001,  the Bank signed a  definitive  merger  agreement to
acquire the assets of State Bank of  Chittenango  (SBC); a $65 million in assets
New York State chartered commercial bank. Under the terms of the agreement,  the
Bank will pay  approximately  $11.9  million  or $102.60 in cash for each of the
116,079  shares of common stock  outstanding in SBC Financial  Corporation.  The
merger was  approved  by the  stockholders  of SBC in March 2002 and  regulatory
approval is still pending.  The merger is expected to be completed in the second
quarter of 2002.

     In January  2002,  the  Company  signed a letter of intent to  acquire  the
assets of Kennedy & Clarke,  Inc., an insurance agency, for $194,500 in cash and
establish a note payable for $194,500 to be paid over 24 months with interest at
6.0% per annum.  The  acquisition  is  expected  to be  completed  in the second
quarter 2002.

     The Company  announced a cash dividend to all  shareholders of record as of
January  22,  2002 and was paid on February 5, 2002 at $0.38 per share of common
stock.


                                 Page 12 of 20


<PAGE>


     On March 13, 2002, the Company  declared a three-for-two  stock dividend to
shareholders of record as of April 9, 2002, payable on April 23, 2002. The stock
dividend  will be paid with  additional  shares of common  stock and  fractional
shares will be paid in cash based on the last sales price of the common stock on
the first  trading date  following  the record  date,  as adjusted for the stock
dividend.  The Company  recorded the stock dividend as of the ex-dividend  date;
however,  the earnings per share  calculations have taken into consideration the
retroactive  restatement of the stock dividend for the years  presented.  Shares
outstanding  references  except for those in the earnings per share  calculation
have not taken into consideration the effect of the stock dividend.

FINANCIAL CONDITION

     ASSETS.  Total assets at March 31, 2002 were $355.4 million, an increase of
$2.7  million  from  $352.7  million at  December  31,  2001.  Asset  growth was
supported  by an  increase of $4.0  million in  investment  and  mortgage-backed
securities. The increase in investment and mortgage-backed securities was due to
investing  excess  liquidity  as a result of deposit  growth as well as proceeds
from loan sales during the first quarter.  Partially  offsetting the increase in
investment and mortgage-backed  securities of $4.0 million was a decrease in net
loans  receivable of $1.9 million.  Residential  loans decreased by $3.1 million
since  December  31,  2001,  due to the  sale of  $11.3  million  of  fixed-rate
residential  real estate loans in the secondary  market during the first quarter
2002. At March 31, 2002, total consumer and commercial  business loans increased
by $0.9 million from  December 31, 2001.  Management  has sought to increase the
Bank's  consumer and  commercial  business  loan  portfolios  with the intent of
increasing the average yield on the Bank's interest-earning assets.

     The allowance for credit losses decreased  $308,000 since December 31, 2001
to $1.4 million at March 31, 2002. The decrease is due in part to one commercial
loan  charged  off during  the first  quarter of 2002 and due to a change in the
methodology  used by management in determining the adequacy of the allowance for
credit losses.  The allowance is established based upon management's  evaluation
of the  risks  inherent  in the  loan  portfolio,  the  composition  of the loan
portfolio and other quantitative and qualitative  factors.  Management  monitors
and modifies the level of the allowance for credit losses in order to maintain a
level  considered  adequate  to provide for  potential  loan  losses.  Annually,
management   evaluates  the  adequacy  of  the  allowance  and   determines  the
appropriate level of provision of credit losses by applying fixed percentages to
each category of performing loans and classified  loans.  Management has updated
the fixed  percentages  to be applied during 2002 to each loan category based on
net  charge-off  experience  and  delinquencies  over the past  five  years  and
currently.  Utilization  of a similar  methodology  as applied during 2001 would
have resulted in additional provisions charged against earnings during the first
quarter of 2002 of approximately $250,000.  Management believes that the current
method of determining the adequacy of the allowance for credit losses is prudent
in  light  of  the  evaluation  and  review  of the  fair  value  of  underlying
collateral,  economic  conditions,  historic loan loss experience and geographic
concentrations.  At  March  31,  2002  the  allowance  for  credit  losses  as a
percentage of net loans  receivable  was 0.81% as compared to 1.03% on March 31,
2001.

     LIABILITIES.  Total liabilities increased by $2.1 million or 0.7% to $309.8
million at March 31, 2002 from $307.7 million at December 31, 2001. The increase
is primarily  the result of an increase of $1.9 million in total  deposits.  The
Bank continues to emphasize core deposits and checking accounts, which increased
by $3.5 million since December 31, 2001.  Certificate of deposits decreased $1.4
million since December 31, 2001 or by 1.1%.

     STOCKHOLDERS'  EQUITY.  Total  stockholders'  equity at March 31,  2002 was
$45.5 million,  an increase of $500,000 from $45.0 million at December 31, 2001.
The increase in  stockholders'  equity was due to the addition of after-tax  net
income of $613,0000 for the three months ended March 31, 2002. In addition,  the
increase  in  stockholder's  equity  was a result of an  adjustment  for the net
unrealized  gain on  available  for sale  mortgage-backed  and other  investment
securities  at March 31, 2002 as compared  with December 31, 2001. A decrease in
interest  rates  generally  has a  positive  effect on the  market  value of the
Company's  investments and mortgage-backed  securities  portfolios.  Accumulated
Other Comprehensive Income (Loss) increased $411,000 from December 31, 2001. The
increases to total  stockholders'  equity was partially offset by the payment of
the Company's semiannual cash dividend of $0.38 resulting in an equity reduction
of $548,000.



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 also depends on the relative amounts of interest-earning  assets
and  interest-bearing  liabilities  and the interest rates earned or paid on the
assets or liabilities.

     AVERAGE BALANCE SHEET. The following  tables set forth certain  information
relating to the Company for the three  months  ended March 31, 2002 and 2001 and
for the year ended  December 31,  2001.  For the periods


                                 Page 13 of 20


<PAGE>


indicated,  the dollar amount of interest  income from average  interest-earning
assets and the  resultant  yields,  as well as the  interest  expense on average
interest-bearing   liabilities,   is  expressed  in  thousands  of  dollars  and
percentages.  No tax equivalent adjustments were made. The average balance is an
average daily balance.

     TABLE 1. Average Balance Sheet. (Quarterly)

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31,                  Twelve Months Ended Dec. 31,
                                                     ----------------------------                  ----------------------------
                                                 2002                            2001                            2001
                                   Average     Interest             Average     Interest            Average     Interest
                                Outstanding    Earned/    Yield/  Outstanding   Earned/    Yield/  Outstanding   Earned/      Yield/
                                   Balance      Paid       Rate     Balance      Paid       Rate    Balance       Paid         Rate
                                   -------      ----       ----     -------      ----       ----    -------       ----         ----
Interest-earning Assets:                                        ( Dollars in Thousands)

<S>                                <C>          <C>        <C>     <C>          <C>         <C>     <C>          <C>           <C>
  Loans Receivable*                $170,714     $3,201     7.50%   $166,347     $3,618      8.70%   $169,831     $14,232       8.38%
  Investment Securities             126,861      1,723     5.43%    123,720      2,012      6.51%    122,372       7,724       6.31%
  Federal Funds                      13,312         48     1.44%      3,685         54      5.86%      6,935         246       3.55%
  Equity Securities                   6,965         42     2.41%      3,287         72      8.76%      6,325         259       4.09%
                                   --------     ------     ----    --------     ------      ----    --------     -------       ----
    Total Interest-earning         317,852       5,014     6.31%    297,039      5,756      7.75%    305,463      22,461       7.35%
                                   --------     ------     ----    --------     ------      ----    --------     -------       ----
Assets
Interest-bearing Liabilities:
  Money Market Deposits             $24,540       $126     2.05%    $16,144       $133      3.34%     $18,317       $547       2.99%
  Savings Accounts                   50,399        111     0.88%     47,726        268      2.28%      48,083        834       1.73%
  Interest-bearing Checking           8,373         11     0.53%      8,653         37      1.73%       8,943        116       1.30%
  Time Deposits                     117,242      1,441     4.92%    109,106      1,641      6.10%     113,762      6,533       5.74%

Borrowings                           76,600        954     4.98%     71,133      1,052      6.00%      74,904      4,198       5.60%
                                   --------     ------     ----    --------     ------      ----     --------    -------       ----
    Total Interest-bearing Liabs    277,154      2,643     3.81%    252,762      3,131      5.02%     264,009     12,228       4.63%
                                   --------     ------     ----    --------     ------      ----     --------    -------       ----
    Net Interest Income                         $2,371                          $2,625                           $10,233
                                                ======                          ======                           =======
    Net Interest Spread                                    2.50%                            2.73%                              2.72%
                                                           ====                             ====                               ====
    Net Earning Assets              $40,698                         $44,277                           $41,454
                                   ========                        ========                           =======
   Net yield on average
      Interest-earning assets                     2.98%                           3.53%                             3.35%
                                                ======                          ======                            ======
 Average interest-earning
      assets to average
      Interest-bearing liabs                    114.68%                         117.52%                           115.70%
                                                ======                          ======                            ======

</TABLE>

*    Included in Average Loans Receivable  balance for the periods  presented is
     Mortgage Loans Held for Sale.


RESULTS OF OPERATIONS

     GENERAL.  Net income for the three months ended March 31, 2002 decreased by
$30,000 or 4.7% to $613,000  for the first  quarter  2002 from  $643,000 for the
three  months  ended March 31,  2001.  The  decreases  were due  primarily  to a
decrease in net interest income and increases in the provision for credit losses
and other operating  expenses.  The decreases in income were partially offset by
increases  in  non-interest  income and a decrease in the  provision  for income
taxes.

     INTEREST  INCOME.  Interest Income  decreased by $742,000 or 12.9%, to $5.0
million for the three  months  ended March 31, 2002 from $5.8  million for three
months ended March 31, 2001.  The  decrease in interest  income was  primarily a
result of a decrease in interest income on loans  receivable of $417,000 for the
first  quarter  of 2002  compared  with the same  period in 2001.  In  addition,
interest income on investment and mortgage-backed securities decreased $289,000,
dividend income on equity securities  decreased $30,000,  and interest income on
federal funds  decreased  $6,000 for the first  quarter  2002.  The reduction in
interest income was due to the decrease in market interest rates between the two
periods as the Federal Reserve Bank reduced rates by 400 basis points from March
2001 to March 2002.

     The decrease in interest income from loans is a result of a decrease of 120
basis points in the average yield to 7.50% at March 31, 2002 from 8.70% at March
31, 2001 offset by an increase of $4.4  million in the average  balance in loans
receivable  for the three months ended March 31, 2002 as compared  with the same
period in 2001. Consumer and commercial business loans increased $6.3 million at
March 31, 2002 from March 31, 2001 while residential real estate loans decreased
$9.0 million for the same time period, after recording the sale of $33.8 million
in fixed rate one-to-four family residential real estate loans.  Commercial real
estate loans increased $5.3 million at March 31, 2002 from March 31, 2001.

                                 Page 14 of 20


<PAGE>


     Investment  income decreased as a result of a decrease in the average yield
of  investment  securities  of 108 basis  points to 5.43% at March 31, 2002 from
6.51% at March 31, 2001  partially  offset by an increase of $3.1 million in the
average balance of investment and mortgage-backed securities for the three month
period ended March 31, 2002 as compared with the same period in 2001.

     Interest income from federal funds decreased  during the three months ended
March 31, 2002 to $48,000 as compared  with  $54,000  for the 2001  period.  The
decrease  in  interest  income is due to a decrease  of 442 basis  points in the
average yield earned  partially  offset by an increase in the average balance of
$9.6  million.  The  increase  in the  average  balance  of fed  funds  reflects
management's  decision  to  invest  in  shorter-term  assets  during a period of
moderate loan growth.

     INTEREST  EXPENSE.  Interest  expense was $2.6 million for the three months
ended  March 31,  2002,  a decrease of $488,000 or 15.6% from the same period in
2001. The decrease in interest  expense is due to a decrease in interest paid on
borrowed funds and deposit accounts.  Interest expense of borrowed funds totaled
$954,000 for the first  quarter of 2002  compared with $1.1 million for the 2001
period.  The average cost of borrowed funds  decreased 102 basis points to 4.98%
as of March 31, 2002 from 6.00% for the three  months ended March 31, 2001 which
partially  offset the increase in the average balance  outstanding of borrowings
during the three months ended March 31, 2002 at $76.6 million  compared to $71.1
million for the same period in 2001.  Interest expense on deposits  decreased by
$390,000 for the three months ended March 31, 2002 to $1.7 million,  an increase
of 18.8%.  The  decrease in interest  expense on deposits was due to a 124 basis
point  decrease  in the  average  cost of deposits  for the first  quarter  2002
partially  offset by an increase in the average  balance on deposit  accounts of
$18.9 million.

     PROVISION FOR CREDIT  LOSSES.  Total  provisions  for credit losses for the
three  months  ended March 31, 2002 were  $190,000 as compared to $120,000  made
during the same period of 2001. The allowance for credit losses was $1.4 million
or 0.81% of loans  receivable at March 31, 2002 as compared with $1.7 million or
1.03% of loans  receivable  at March 31, 2001.  Management  continues to monitor
changes in the loan  portfolio mix in response to the  redirection of loan asset
origination  and retention  toward consumer and commercial  business loans.  The
method  utilized to evaluate  adequacy of the allowance  level  accounts for the
higher  relative degree of credit risk associated with this activity as compared
with traditional  residential real estate lending.  See financial  condition for
further discussion of allowance for credit losses.

     OTHER  INCOME.  Other  operating  income  increased  by  $469,000  for  the
three-month  period  ending March 31, 2002 compared with the same period in 2001
to $2.0  million  from  $1.6  million.  This  improvement  is  primarily  due to
commission  income received from the insurance  agencies at $1.4 million for the
three  months  ended March 31, 2002 as compared  with $1.2  million for the same
period during 2001. In addition,  there was an increase in fee income on deposit
accounts of $48,000  from  $163,000  during the 2001 period to $211,000  for the
2002  period.  Income  associated  with  the sale and  servicing  of fixed  rate
residential  real estate loans also increased  $103,000 to $171,000 in 2002 from
$68,000 in 2001.

     Investment  security gains, net decreased $15,000 to $1,000 for the quarter
ended March 31, 2002 from $16,000 for the quarter ended March 31, 2001. Included
in investment  security gains was a loss of $256,000 for an other than temporary
decline in the value of an  investment  security.  The  investment  security was
written down to the fair market value as of March 31, 2002 and was realized as a
loss.  Offsetting this  write-down was investment  gains on the sales of certain
investments that totaled $257,000 during the first quarter of 2002.

     OTHER EXPENSES.  Other operating expenses increased by $194,000 or 6.2%, to
$3.3 million for the three months ended March 31, 2002 from $3.2 million for the
same period in 2001. Compensation increased $131,000 or 6.7% due to increases in
employee  benefit  expenses as well as additional  expenses  associated with the
insurance agency  subsidiaries.  Building  occupancy  increased  $57,000,  which
resulted from additional expenses from insurance agency subsidiaries

     INCOME TAX.  Income tax expense was  $260,000  for the three  months  ended
March 31, 2002, a decrease of $19,000 from the first  quarter 2001  provision of
$279,000.  The effective tax rate decreased to 29.8% for 2002 to date from 30.3%
for the three months of 2001.


                                 Page 15 of 20


<PAGE>


ONEIDA FINANCIAL CORP.
SELECTED   FINANCIAL RATIOS
At and for the Three Months Ended March 31, 2002 and March 31, 2001(unaudited)

(annualized where appropriate)

                                                        Three Months Ending
                                                             March 31,
                                                        2002           2001
                                                        ----           ----
Performance Ratios:

  Return on average assets                              0.69%          0.80%
  Returnon average equity                               5.42%          6.07%
  Net interest margin                                   2.98%          3.53%
  Efficiency Ratio                                     75.90%         73.14%
  Ratio of operating expense
   to average total assets                              3.79%          3.90%
  Ratio of average interest-earning assets
   to average interest-bearing liabilities            114.68%        117.52%

 Asset Quality Ratios:

  Non-performing assets to total assets                 0.09%          0.08%
  Allowance for loan losses
   to non-performing loans                            480.63%        666.80%
  Allowance  for loan losses
   to loans receivable, net                             0.81%          1.03%

Capital Ratios:

  Total shareholders' equity to total assets 12.81%    13.16%
  Average equity to average assets                     12.80%         13.12%


                                 Page 16 of 20


<PAGE>


ITEM 3. Quantitative and Qualitative Disclosure About Market Risk



     Various  forms of market  risk are  inherent  in the  business  of the Bank
including  concentration risk, liquidity management,  credit risk and collateral
risk among others.  However,  the Bank's most significant form of market risk is
interest  rate risk, as the majority of the Bank's  assets and  liabilities  are
sensitive to changes in interest  rates.  Ongoing  monitoring  and management of
this  risk is an  important  component  of the  Company's  asset  and  liability
management  process.  The Bank's interest rate risk  management  program focuses
primarily on evaluating  and managing the  composition  of the Bank's assets and
liabilities in the context of various  interest rate  scenarios.  Factors beyond
Management's control,  such as market interest rates and competition,  also have
an  impact  on  interest  income  and  expense.  Based  on  the  asset-liability
composition at March 31, 2002, in a rising interest rate environment, Management
would expect that the Company's cost of shorter-term  deposits might rise faster
than its earnings on longer-term loans and investments.  Conversely, as interest
rates decrease,  the prepayment of principal on loans and  investments  tends to
increase,  causing the Company to invest funds in a lower rate  environment.  To
mitigate  the effect of interest  rate  changes,  Management  has taken steps to
emphasize  core deposits,  monitor  certificate of deposit rates to better match
asset changes,  and sell  substantially  all newly originated  longer term fixed
rate loans in the secondary market without  recourse.  Management  believes this
approach will help reduce the exposure to interest rate fluctuations and enhance
long-term profitability.

     For a discussion of the Company's asset and liability  management  policies
as well as the  potential  impact of interest  rate changes upon the earnings of
the Company,  see "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations" in the Company's 2001 Annual Report to  Stockholders.
There has been no material  change in the Company's  risk profile since December
31, 2001.



<PAGE>

                                  Page 17 of 20


                             ONEIDA FINANCIAL CORP.
                                AND SUBSIDIARIES

                           Part II - Other Information


Item 1 Legal Proceedings


     Much of the Bank's market area is included in the  270,000-acre  land claim
of the Oneida Indian Nation  ("Oneidas").  The land claim area is held primarily
by private  persons.  Over 15 years ago the United States Supreme Court ruled in
favor of the Oneidas in a lawsuit  which  management  believes  was  intended to
encourage  the State of New York to negotiate an equitable  settlement in a land
dispute that has existed over 200 years.

     In June 1998, the United States Justice Department intervened in the action
on behalf of the Oneidas  against  Madison  County and Oneida County in New York
State. In September  1998, an U.S.  District Court removed a stay of litigation,
having been in place since the late 1980's pending settlement  negotiations.  In
December 1998, both the Oneidas and the U.S. Justice Department filed motions to
amend the long  outstanding  claim  against  the State of New York.  The  motion
attempts to include in the claim,  various named and 20,000  unnamed  additional
defendants,  who own real  property  in parts of Madison  and  Oneida  counties,
thereby  including  the  additional  defendants in the original  suit.  The U.S.
District  Court granted the motions to add as a defendant the State of New York,
but denied the motions to add the private  landowners.  Neither the Bank nor the
Company is a named  defendant in the motion.  The Court further  rejected as not
being  viable the  remedies  of  ejectment  and/or of monetary  damages  against
private landowners. Amended complaints were served by the Oneidas and the United
States  which seek to eject the  Counties of Madison and Oneida from lands owned
by the  counties,  and the Oneidas  also seek a  declaration  that they have the
right to possess all land within the land claim  area.  In June 2001,  the Court
determined  that  certain  land  purchased  by the  Oneidas in 1997 and 1998 are
exempt from real estate established in 1794 by the Federal Government. The State
of New York,  Counties  of  Madison  and Oneida  and the City of  Sherrill  have
appealed the Courts  decision  with a court date set for March 2002. In February
2002, a joint  statement was issued by the Oneidas,  State of New York,  and the
counties of Madison and Oneida,  indicating  that the framework for a settlement
had been agreed upon  subject to the approval by the State  legislature  and the
Federal Government.

     To date  neither  the  original  claim  nor the  motion to amend has had an
adverse impact on the local economy or real property values. In addition,  title
insurance  companies continue to underwrite policies in the land claim area with
no change  in  premiums  or  underwriting  standards.  The Bank  requires  title
insurance on all  residential  real estate loans,  excluding  home equity loans.
Both the State of New York and the Oneidas have  indicated  in their  respective
communications that individual  landowners will not be adversely affected by the
ongoing litigation. The Company continues to monitor the situation.

     The Company is not involved in any other  pending legal  proceedings  other
than routine  legal  proceedings  occurring  in the ordinary  course of business
which, in the aggregate,  involve amounts which are believed by management to be
immaterial to the financial condition or operations of the Company.

Item 2            Changes in Securities

                  None

Item 3            Default Upon Senior Securities

                  Not applicable.

Item 4            Submission of Matters to a Vote of Security Holders

                  None

Item 5            Other Information

                  None


                                  Page 18 of 20


<PAGE>


Item 6    Exhibits and Reports on Form 8-K

          (a)  All required  exhibits are included in Part I under  Consolidated
               Financial Statements,  Notes to Unaudited  Consolidated Financial
               Statements and Management's  Discussion and Analysis of Financial
               Condition  and Results of  Operations,  and are  incorporated  by
               reference, herein.


          (b)  Exhibits

               None


                                 Page 19 of 20


<PAGE>


                                   SIGNATURES

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

                                         ONEIDA FINANCIAL CORP.


Date:    May 13, 2002           By:      /s/ Michael R. Kallet
                                         ---------------------------------------
                                         Michael R. Kallet
                                         President and Chief Executive Officer


Date:    May 13, 2002           By:      /s/  Eric E. Stickels
                                         ---------------------------------------
                                         Eric E. Stickels
                                         Senior Vice President and Chief
                                         Financial Officer


                                  Page 20 of 20