================================================================================

                       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 June 30, 1998

                                       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 Number 0-010699



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



              NEW JERSEY                                    22-2405746
   -------------------------------                    ----------------------
   (State of other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                    Identification Number)



         1000 MACARTHUR BLVD
          MAHWAH, NEW JERSEY                                   07430
---------------------------------------                     ----------
(Address of principal executive office)                     (Zip Code)



                                 (201)-236-2600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



                                 NOT APPLICABLE
              ----------------------------------------------------
              Former name, former address, and former fiscal year,
                          if changed since last report.



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
                                            ---       ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

         27,661,881 shares, no par value, outstanding as of August 12, 1998.

================================================================================



<PAGE>

                          HUBCO, INC. AND SUBSIDIARIES

                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):
        Consolidated Balance Sheets
        At June 30, 1998 and December 31, 1997.........................    1
        Consolidated Statements of Income and Comprehensive Income
        For the three-months and six-months ended
        June 30, 1998 and 1997.........................................  2-3
        Consolidated Statements of Changes in Stockholders' Equity
        For the three months and six-months ended
        June 30, 1998 and for the Year ended December 31, 1997.........    4
        Consolidated Statements of Cash Flows
        For the six-months ended
        June 30, 1998 and 1997.........................................    5
        Notes to Consolidated Financial Statements.....................  6-11

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations..................  12-17

PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K...............................  18-19

        Signatures.....................................................   20

PART III.  FINANCIAL DATA SCHEDULE ....................................   21




<PAGE>

<TABLE>
<CAPTION>


HUBCO, Inc. and Subsidiaries
------------------------------------------------------------------------------------------
PART I.  FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS (Unaudited)

                                                                 JUNE 30,     December 31,
(in thousands, except share data)                                  1998         1997
------------------------------------------------------------------------------------------
<S>                                                           <C>            <C> 
ASSETS
Cash and due from banks ...................................   $   194,985    $   206,399
Federal funds sold ........................................        70,793        241,365
                                                              -----------    -----------
            TOTAL CASH AND CASH EQUIVALENTS ...............       265,778        447,764
Securities available for sale, at market value ............     1,423,753        958,210
Securities held to maturity, at cost (market value
  of $350,140 and $255,099 for 1998 and 1997,
  respectively) ...........................................       348,217        253,107
Loans:
     Real estate mortgage .................................     1,931,521      2,020,723
     Commercial and financial .............................       541,508        546,878
     Consumer credit ......................................       267,148        267,811
     Credit card ..........................................        78,946         91,047
                                                              -----------    -----------
            TOTAL LOANS ...................................     2,819,123      2,926,459
     Less: Allowance for possible loan losses .............       (52,538)       (51,468)
                                                              -----------    -----------
            NET LOANS .....................................     2,766,585      2,874,991
Premises and equipment, net ...............................        70,330         66,369
Other real estate owned ...................................         9,148         10,752
Intangibles, net of amortization ..........................        80,611         53,505
Other assets ..............................................       145,130        117,481
                                                              -----------    -----------
            TOTAL ASSETS ..................................   $ 5,109,552    $ 4,782,179
                                                              ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Noninterest bearing .....................................   $   746,950    $   739,723
  Interest bearing ........................................     3,118,576      2,992,010
                                                              -----------    -----------
            TOTAL DEPOSITS ................................     3,865,526      3,731,733
Short-term borrowings .....................................       694,161        530,187
Other liabilities .........................................        76,545         59,149
                                                              -----------    -----------
            TOTAL LIABILITIES .............................     4,636,232      4,321,069
Subordinated debt .........................................       100,000        100,000
Company-obligated mandatorily redeemable preferred
  series B capital securities of a subsidiary trust
  holding solely junior subordinated debentures of
  the company .............................................       100,000         50,000
                                                              -----------    -----------
Commitments and contingencies
Stockholders' Equity:

  Convertible Preferred stock - Series B, no par
    value; authorized 10,300,000 shares; 500
    shares issued and outstanding
    in 1998; 1,250 shares issued and outstanding in 1997 ..            50            125
  Common stock, no par value; authorized 53,045,000 shares;
    29,002,318 shares issued and 28,047,704 shares
    outstanding in 1998; and 28,942,165 shares issued
    and28,705,621 shares outstanding in 1997 ..............        51,566         51,459
  Additional paid-in capital ..............................       146,599        154,770
  Retained earnings .......................................       107,787        107,888
  Treasury stock, at cost 954,614 shares in 1998
    and 236,544 shares in 1997 ............................       (34,562)        (5,878)
  Employee stock awards and unallocated shares
     held by ESOP, at cost ................................          (917)          (668)
  Unrealized gain on securities available
     for sale, net of income taxes ........................         2,797          3,414
                                                              -----------    -----------
            TOTAL STOCKHOLDERS' EQUITY ....................       273,320        311,110
                                                              -----------    -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........   $ 5,109,552    $ 4,782,179
                                                              ===========    ===========
</TABLE>


See notes to consolidated financial statements.

                                       1

<PAGE>


HUBCO,Inc. and Subsidiaries
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

For the Three-Months Ended June 30,                   1998       1997
 (in thousands, except share data)
--------------------------------------------------------------------------------
INTEREST AND FEE INCOME:
Loans ............................................   $61,338    63,710
Securities .......................................    22,449    24,330
Other ............................................     1,223       894
                                                     -------   -------
            TOTAL INTEREST AND FEE INCOME ........    85,010    88,934
                                                     -------   -------
INTEREST EXPENSE:
Deposits .........................................    24,243    28,605
Short-term borrowings ............................     8,199     6,496
Subordinated and other debt ......................     3,327     3,183
                                                     -------   -------
            TOTAL INTEREST EXPENSE ...............    35,769    38,284
                                                     -------   -------
            NET INTEREST INCOME ..................    49,241    50,650
PROVISION FOR POSSIBLE LOAN LOSSES ...............     2,681     2,346
                                                     -------   -------
            NET INTEREST INCOME AFTER PROVISION
              FOR POSSIBLE LOAN LOSSES ...........    46,560    48,304
                                                     -------   -------
NONINTEREST INCOME:
Trust department income ..........................       865       956
Service charges on deposit accounts ..............     4,743     5,071
Securities gains .................................       784     1,861
Shoppers Charge fee income .......................     3,291     2,033
Other income .....................................     4,096     1,783
                                                     -------   -------
            TOTAL NONINTEREST INCOME .............    13,779    11,704
                                                     -------   -------
NONINTEREST EXPENSE:
Salaries .........................................    11,150    13,387
Pension and other employee benefits ..............     3,512     2,956
Occupancy expense ................................     3,652     3,304
Equipment expense ................................     2,188     2,323
Deposit and other insurance ......................       242       761
Outside services .................................     5,358     5,509
Other real estate owned expense ..................       531       670
Amortization of intangibles ......................     2,325     2,188
Merger related and restructuring costs ...........    25,036        35
Other expense ....................................     4,412     4,833
                                                     -------   -------
            TOTAL NONINTEREST EXPENSE ............    58,406    35,966
                                                     -------   -------
            INCOME BEFORE INCOME TAXES ...........     1,933    24,042
PROVISION FOR INCOME TAXES .......................     1,677     9,844
                                                     -------   -------
            NET INCOME ...........................   $   256   $14,198
                                                     =======   =======

COMPREHENSIVE INCOME, NET OF TAX:
Total holding gains (losses) arising during period   $ 1,210   $ 7,992
Less: reclassification adjustment for gains
  included in net income .........................       482     1,099
                                                     -------   -------
Net unrealized holding gains .....................       728     6,893
                                                     -------   -------
            COMPREHENSIVE INCOME .................   $   984    21,091
                                                     =======   =======
NET INCOME PER SHARE:
Basic ............................................   $  0.01   $  0.48
Diluted ..........................................   $  0.01   $  0.46

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic ............................................    28,651    29,267
Diluted ..........................................    29,185    30,916

                                      2


See notes to consolidated financial statements.


<PAGE>


HUBCO,Inc. and Subsidiaries
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

For the Six-Months Ended June  30,                      1998         1997
(in thousands, except share data)
--------------------------------------------------------------------------------
INTEREST AND FEE INCOME:
Loans ............................................   $ 123,920    $ 125,589
Securities .......................................      40,349       48,252
Other ............................................       2,887        1,461
                                                     ---------    ---------
            TOTAL INTEREST AND FEE INCOME ........     167,156      175,302
                                                     ---------    ---------
INTEREST EXPENSE:

Deposits .........................................      50,954       58,328
Short-term borrowings ............................      12,620       11,815
Subordinated and other debt ......................       6,527        6,021
                                                     ---------    ---------
            TOTAL INTEREST EXPENSE ...............      70,101       76,164
                                                     ---------    ---------
            NET INTEREST INCOME ..................      97,055       99,138
PROVISION FOR POSSIBLE LOAN LOSSES ...............       8,794        4,680
                                                     ---------    ---------
            NET INTEREST INCOME AFTER PROVISION
              FOR POSSIBLE LOAN LOSSES ...........      88,261       94,458
                                                     ---------    ---------
NONINTEREST INCOME:
Trust department income ..........................       1,729        1,547
Service charges on deposit accounts ..............       9,438       10,049
Securities gains .................................       3,053        3,149
Shoppers Charge fee income .......................       5,562        3,362
Other income .....................................       6,492        4,233
                                                     ---------    ---------
            TOTAL NONINTEREST INCOME .............      26,274       22,340
                                                     ---------    ---------
NONINTEREST EXPENSE:
Salaries .........................................      23,337       25,216
Pension and other employee benefits ..............       7,521        7,515
Occupancy expense ................................       7,145        6,782
Equipment expense ................................       4,559        4,447
Deposit and other insurance ......................         850        1,262
Outside services .................................      11,018       10,335
Other real estate owned expense ..................       1,142        1,521
Amortization of intangibles ......................       4,659        4,376
Merger related and restructuring costs ...........      27,516          121
Other expense ....................................       8,599        9,180
                                                     ---------    ---------
            TOTAL NONINTEREST EXPENSE ............      96,346       70,755
                                                     ---------    ---------
            INCOME BEFORE INCOME TAXES ...........      18,189       46,043
PROVISION FOR INCOME TAXES .......................       7,348       18,378
                                                     ---------    ---------
             NET INCOME ..........................   $  10,841    $  27,665
                                                     =========    =========

COMPREHENSIVE INCOME, NET OF TAX:
Total holding gains (losses) arising during period   $   1,203    $   1,696
Less: reclassification adjustment for gains
  included in net income .........................       1,820        1,892
                                                     ---------    ---------
Net unrealized holding loss ......................       (617)        (196)
                                                     ---------    ---------
            COMPREHENSIVE INCOME .................   $  10,224       27,469
                                                     =========    =========
NET INCOME PER SHARE:
Basic ............................................   $    0.38    $    0.93
Diluted ..........................................   $    0.37    $    0.89

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic ............................................      28,813       29,266
Diluted ..........................................      29,371       31,044




See notes to consolidated financial statements.

                                     3
<PAGE>




HUBCO, INC. and Subsidiaries
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(in thousands)

<TABLE>
<CAPTION>

                                                                                                         
                                                                                                    Employee  
                                                                                                      Stock     
                                                                                                    Awards and   Unrealized     
                                  Convertible                                                       Unallocated  Gain(loss)      
                                  Preferred Stock        Common Stock    Additional                 Shares Held on Securities  
                                ----------------------------------------- Paid-in- Retained Treasury in ESOP, at Available
                                  Shares    Amount    Shares     Amount    Capital Earnings  Stock      Cost     for Sale    Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>       <C>          <C>      <C>      <C>       <C>       <C>       <C>      <C>
Balance at December 31, 1996      39,600   $ 3,960   28,630,003   $50,904  $187,841 $ 98,521  $ (6,074) $(883)    $(8,110) $326,159
------------------------------------------------------------------------------------------------------------------------------------
Net income                          --        --           --        --        --     53,217      --     --          --      53,217
Cash dividends paid:                                                                                             
  Common                            --        --           --        --        --    (20,177)     --     --          --     (20,177)
  Preferred                         --        --           --        --        --       (650)     --     --          --        (650)
3% stock dividend                   --        --        287,033       510     9,896  (23,029)   12,709   --          --          86
Issuance of common stock for:                                                                                    
  Stock options exercised           --        --         21,685        39    (6,386)    --       9,112   --          --       2,765
  Warrants exercised                --        --           --        --         (48)    --          65   --          --          17
  Dividend reinvestment and                                                                                      
   stock purchase plan              --        --          3,444         6        77     --        --     --          --          83
  Preferred stock conversion     (38,350)   (3,835)        --        --     (36,513)    --      40,348   --          --        --
Cash in lieu of fractional                                                                                       
  shares                            --        --           --        --         (97)    --        --     --          --         (97)
Purchase of treasury stock          --        --           --        --        --       --     (62,338)  --          --     (62,338)
Effect of compensation plans        --        --           --        --        --          6       300    215        --         521
Change in unrealized                                                                                             
  gain(loss) on securities                                                                                       
  available for sale                --        --           --        --        --       --        --     --        11,524    11,524
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997       1,250   $   125   28,942,165   $51,459  $154,770 $107,888  $ (5,878) $(668)    $ 3,414  $311,110
------------------------------------------------------------------------------------------------------------------------------------
Net income                          --        --           --        --        --     10,841      --     --          --      10,841
Cash dividends paid - common        --        --           --        --        --    (10,893)     --     --          --     (10,893)
Issuance of common stock for:                                                                                    
  Stock options exercised           --        --         52,163        92      (397)    --       1,624   --          --       1,319
  Warrants exercised                --        --          7,158        13        37     --        --     --          --          50
  Preferred stock conversion        (750)      (75)      16,608        30      (130)    --         175   --          --        --
Issuance and retirement of                                                                                       
  treasury stock                    --        --        (30,651)      (55)   (7,708)    --       7,763   --          --        --
Cash in lieu of fractional                                                                                       
  shares                            --        --           --        --        (142)    --        --     --          --        (142)
Purchase of treasury stock          --        --           --        --        --       --     (38,314)  --          --     (38,314)
Effect of compensation plans        --        --         14,875        27       247     --          68   (249)       --          93
Other Transactions                  --        --           --        --         (78)     (49)     --     --          --        (127)
Change in Unrealized                                                                                             
  gain(loss) on securities                                                                                       
  available for sale                --        --           --        --        --       --        --     --          (617)     (617)
------------------------------------------------------------------------------------------------------------------------------------
 Balance at June 30, 1998            500   $    50   29,002,318   $51,566  $146,599 $107,787  $(34,562  $(917)    $ 2,797  $273,320
------------------------------------------------------------------------------------------------------------------------------------
                                        
</TABLE>

                                                                 4

<PAGE>




HUBCO, INC. and Subsidiaries
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)                         
                                                              SIX MONTHS ENDED
                                                                 JUNE 30,
                                                           ---------------------
                                                              1998        1997
                                                              ----        ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income ...........................................   $  10,841  $  27,665
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Provision for possible loan losses ...............       8,794      4,680
      Provision for depreciation and amortization ......       8,286      8,228
      Amortization of security premiums, net ...........         724      1,148
      Securities gains .................................      (3,053)    (3,149)
      Loss (Gain) on sale of premises and equipment ....         510       (119)
      Deferred income tax provision ....................        --        1,476
      Gain on sale of loans ............................        (974)       (94)
    Net change in loans originated for sale ............        --          395
    (Increase) decrease  in other assets ...............     (23,315)     5,953
    Increase in other liabilities ......................      14,477     16,130
                                                           ---------  ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ..............      16,290     62,313
                                                           ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales of securities:
    Available for sale .................................     148,589     77,065
  Proceeds from repayments and maturities of securities:
    Available for sale .................................     213,724     88,671
    Held to maturity ...................................      38,278     50,060
  Purchase of securities
    Available for sale .................................    (848,307)  (142,424)
    Held to maturity ...................................     (87,837)      --
  Net cash acquired through acquisitions ...............     209,498       --
  Loan originations net of repayments ..................      93,705     (3,762)
  Proceeds from sales of premises and equipment ........          25         36
  Proceeds from sales of loans .........................      54,424     18,306
  Purchases of premises and equipment ..................      (3,091)    (3,184)
  Decrease in other real estate ........................       1,604      5,649
                                                           ---------  ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ....    (179,388)    90,417
                                                           ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in demand deposits, NOW accounts,
    and savings accounts ...............................     (89,519)   (33,565)
  Net decrease in certificates of deposits .............     (93,899)  (173,729)
  Net increase in short term borrowings ................     163,631     41,555
  Net proceeds from issuance of debt securities ........      48,737     49,250
  Repayment of ESOP loan ...............................        --         (152)
  Proceeds from issuance of common stock ...............       1,369      2,213
  Cash dividends .......................................     (10,893)   (10,280)
  Acquisition of treasury stock ........................     (38,314)   (10,228)
                                                           ---------  ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ....     (18,888)  (134,936)
                                                           ---------  ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS .......    (181,986)    17,794
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......     447,764    217,353
                                                           ---------  ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .............   $ 265,778  $ 235,147
                                                           =========  =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for-
  Interest .............................................   $  68,088  $  74,114
  Income Taxes .........................................       9,066     15,729
                                                           =========  =========


See note to Consolidated Financial Statements.

                                       5

<PAGE>


HUBCO, Inc. and Subsidiaries
--------------------------------------------------------------------------------

                           HUBCO INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A -- BASIS OF PRESENTATION

The accompanying financial statements of HUBCO, Inc. and Subsidiaries ("HUBCO"
or "the Company") include the accounts of the parent company, HUBCO, Inc. and
its wholly-owned subsidiaries: Hudson United Bank ("Hudson United"), Lafayette
American Bank ("Lafayette"), Bank of the Hudson ("BOTH"), HUB Capital Trust I
and HUB Capital Trust II. All material intercompany balances and transactions
have been eliminated in consolidation. These 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, the
information presented includes all adjustments, consisting of normal recurring
accruals, considered necessary for a fair presentation, in all material
respects, of the interim period results. The results of operations for periods
of less than one year are not necessarily indicative of results for the full
year. The consolidated financial statements should be read in conjunction with
the Annual Report on Form 10-K for the year ended December 31, 1997.

NOTE B -- EARNINGS PER SHARE

In the fourth quarter of 1997, the Company adopted SFAS No. 128, "Earnings per
Share." This statement establishes standards for computing and presenting
earnings per share and requires dual presentation of basic and diluted earnings
per share. Basic earnings per share is computed by dividing net income, less
dividends on the convertible preferred stock, by the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
computed by dividing net income by the weighted average number of common shares
plus the number of shares issuable upon conversion of the preferred stock and
the incremental number of shares issuable from the exercise of stock options and
stock warrants, calculated using the treasury stock method. All per share
amounts have been retroactively restated to reflect all stock splits and stock
dividends. All prior periods presented have been restated in this new format.


                                       6

<PAGE>


A reconciliation of net income to net income available to common stockholders
and a reconciliation of weighted average common shares outstanding to weighted
average shares outstanding assuming dilution follows (in thousands, except per
share data):

                                                 Three Months Ended June 30,
--------------------------------------------------------------------------------
                                               1998                1997
--------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE                                        
Net Income ................................   $   256             $14,198
Less Preferred Stock Dividends ............      --                   216
                                              -------             -------
Net Income Available To Common Stockholders       256              13,982
Weighted Average Common Shares Outstanding     28,651              29,267
Basic Earnings Per Share ..................   $  0.01             $  0.48
                                              =======             =======
DILUTED EARNINGS PER SHARE                                      
Net Income ................................   $   256             $14,198
Weighted Average Common Shares Outstanding     28,651              29,267
Effect Of Dilutive Securities:                                  
   Convertible Preferred Stock ............        22               1,217
   Warrants ...............................        23                  25
   Stock Options ..........................       489                 407
                                              -------             -------
Weighted Average Shares Outstanding
  Assuming Dilution .......................    29,185              30,916
Diluted Earnings Per Share ................   $  0.01             $  0.46
                                              =======             =======
                                                           

                                                 Six Months Ended June 30,
--------------------------------------------------------------------------------
                                               1998                1997
--------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE                                        
Net Income ................................   $10,841             $27,665
Less Preferred Stock Dividends ............      --                   435
                                              -------             -------
Net Income Available To Common Stockholders    10,841              27,230
Weighted Average Common Shares Outstanding     28,813              29,266
Basic Earnings Per Share ..................   $  0.38             $  0.93
                                              =======             =======
DILUTED EARNINGS PER SHARE                                      
Net Income ................................   $10,841             $27,665
Weighted Average Common Shares Outstanding     28,813              29,266
Effect Of Dilutive Securities:                                  
   Convertible Preferred Stock ............        27               1,266
   Warrants ...............................        24                  25
   Stock Options ..........................       507                 487
                                              -------             -------
Weighted Average Shares Outstanding
  Assuming Dilution .......................    29,371              31,044
Diluted Earnings Per Share ................   $  0.37             $  0.89
                                              =======             =======
                                                      
NOTE C -- ACQUISITIONS

On January 8, 1998, the Company acquired The Bank of Southington ("BOS"), and
merged it into Lafayette. BOS was a $135 million asset state bank and trust
company with 3 branch locations, headquartered in Southington, Connecticut. In
the merger, each share of BOS common stock was converted into .618 shares of
HUBCO common stock. The acquisition was treated as a pooling of interests for
accounting purposes. The financial statements have been restated to include BOS
for all periods presented.

On February 5, 1998, the Company acquired Security National Bank & Trust Company
of New Jersey ("SNB"), and merged it into Hudson United. Security was a $86
million asset bank and trust company with 4 branch locations, headquartered in
Newark, New Jersey. In the merger, shareholders of SNB received $34.00 in cash
for each share of SNB common stock. The merger was accounted for under the
purchase method of accounting and

                                       7

<PAGE>



therefore, SNB's results of operations have been included in the accompanying
financial statements subsequent to February 5, 1998.

On March 3, 1998, the Company signed a definitive agreement to acquire Community
Financial Holding Corporation ("CFHC"), and merge Community National Bank,
CFHC's wholly-owned subsidiary, into Hudson United. In the merger, each share of
CFHC common stock will be exchanged for .695 shares of HUBCO common stock for
each share of CFHC. CFHC is a $163 million asset bank headquartered in Westmont,
New Jersey. The CFHC merger is expected to close in the third quarter of 1998
and to be treated as a pooling of interests.

On March 31, 1998, the Company signed a definitive agreement to acquire IBS
Financial Corp. ("IBSF"), and merge Inter-Boro Savings and Loan Association,
IBSF's wholly-owned subsidiary, into Hudson United Bank. In the merger, each
share of IBSF common stock will be exchanged for a fixed number of shares of
HUBCO common stock at an exchange ratio of .534 share of HUBCO common stock for
each share of IBSF. IBSF is a $734 million asset savings and loan holding
company headquartered in Cherry Hill, New Jersey. The IBSF merger is expected to
close in the third quarter of 1998 and to be treated as a pooling of interests.

On March 31, 1998, the Company signed a definitive agreement to acquire Dime
Financial Corp. ("DFC"), and merge The Dime Savings Bank of Wallingford, DFC's
wholly-owned subsidiary, into Lafayette. In the merger, DFC shareholders will
receive HUBCO common stock with an indicated value of $38.25 per share based
upon the median price of HUBCO common stock in a period immediately before
regulatory approval. A maximum exchange ratio of 1.05 shares of HUBCO common
stock for each share of DFC common stock will apply if HUBCO's pre-approval
price is below $36.43. A minimum exchange ratio of .93 shares will apply if
HUBCO's pre-approval price is above $41.13. DFC is a $961 million asset holding
company headquartered in Wallingford, Connecticut. The DFC merger is expected to
close in the third quarter of 1998 and to be treated as a pooling of interests.

On April 24, 1998, the Company completed its acquisition of Poughkeepsie
Financial Corp. ("PFC"). PFC's wholly-owned subsidiary, Bank of the Hudson
became HUBCO's New York-based bank subsidiary. In the merger, each share of PFC
common stock was converted into .30 shares of HUBCO common stock. PFC had $875
million in assets and was treated as a pooling of interests for accounting
purposes. The financial statements have been restated to include PFC for all
periods presented.

On May 29, 1998, the Company completed its acquisition of MSB Bancorp ("MSB"),
and merged MSB Bank, MSB's wholly-owned subsidiary into Bank of the Hudson. In
the merger, each share of MSB common stock was converted into 1.0209 shares of
HUBCO common stock. MSB had $765 million in assets and was treated as a pooling
of interests for accounting purposes. The financial statements have been
restated to include MSB for all periods presented.

On June 25, 1998, the Company completed its acquisition of 21 branches of First
Union National Bank located in New Jersey and Connecticut with deposits of
approximately $243 million, in the aggregate. On July 24, 1998, the Company
completed its acquisition of 2 branches of First Union National Bank located in
New York with deposits of approximately $25 million, in the aggregate.

                                       8


<PAGE>


NOTE D -- SECURITIES

The following table presents the amortized cost and estimated market value of
securities available-for sale and held-to maturity at the dates indicated:

                                           June 30, 1998
                            ----------------------------------------------------
                                           Gross Unrealized         Estimated
                          Amortized   ----------------------------    Market 
                            Cost          Gains        (Losses)        Value
                         -----------  ------------   -------------  -----------
AVAILABLE FOR SALE
U.S. Government ....... $    83,463   $       761    $        (6)   $    84,218
U.S. Government
   agencies ...........     335,458         1,042           (193)       336,307
Mortgage-backed
   securities .........     893,076         2,655           (797)       894,934
States and political
   subdivisions .......      13,757            58            (35)        13,780
Other debt securities..      25,081            92             (3)        25,170
Equity securities .....      68,128         1,648           (432)        69,344
                        -----------   -----------    -----------    -----------
                        $ 1,418,963   $     6,256    $    (1,466)   $ 1,423,753
                        ===========   ===========    ===========    ===========


                                           June 30, 1998
                            ----------------------------------------------------
                                           Gross Unrealized          Estimated
                          Amortized   ----------------------------    Market 
                            Cost          Gains        (Losses)        Value
                         -----------  ------------   -------------  -----------
HELD TO MATURITY
U.S. Government ....... $    42,240   $       411    $        (1)   $    42,650
U.S. Government
   agencies ...........      84,536         1,387            (83)        85,840
Mortgage-backed
   securities .........     219,272         1,038           (800)       219,510
States and political
   subdivisions .......       2,014          --              (29)         1,985
Other debt securities .         155          --             --              155
                        -----------   -----------    -----------    -----------
                        $   348,217   $     2,836    $      (913)   $   350,140
                        ===========   ===========    ===========    ===========


                                       9

<PAGE>


NOTE D -- SECURITIES (CONTINUED)

                                            December 31, 1997
                                ------------------------------------------------
                                                Gross Unrealized       Estimated
                                 Amortized   ----------------------     Market 
                                   Cost         Gains      (Losses)      Value
                                -----------  ----------- ----------  -----------
AVAILABLE FOR SALE
U.S. Government ..............   $ 110,485   $     890    $    (340)   $ 111,035
U.S. Government
   agencies ..................     253,437       1,726         (249)     254,914
Mortgage-backed
   securities ................     502,697       1,522       (2,499)     501,720
States and political
   subdivisions ..............      10,619         59           (26)      10,652
Other debt securities
                                    31,378         105           (8)      31,475
Equity securities ............      43,637       4,839          (62)      48,414
                                 ---------   ---------    ---------    ---------
                                 $ 952,253   $   9,141    $  (3,184)   $ 958,210
                                 =========   =========    =========    =========


                                          December 31, 1997
                              --------------------------------------------------
                                              Gross Unrealized       Estimated
                               Amortized   ----------------------     Market 
                                Cost         Gains      (Losses)      Value
                              -----------  ----------- ----------  -------------
HELD TO MATURITY
U.S. Government ..........    $  42,108    $     546     $    --     $  42,654
U.S. Government
   agencies ..............       97,662        1,575          (160)     99,077
Mortgage-backed
   securities ............      113,337          838          (807)    113,368
                              ---------    ---------     ---------   ---------
                              $ 253,107    $   2,959     $    (967)  $ 255,099
                              =========    =========     =========   =========


NOTE E -- COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SERIES B CAPITAL
SECURITIES OF A SUBSIDIARY TRUST HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES
OF THE COMPANY

On January 31, 1997, the Company placed $50.0 million in aggregate liquidation
amount of 8.98% Capital Securities due February 2027, using HUBCO Capital Trust
I, a statutory business trust formed under the laws of the State of Delaware.
The sole asset of the trust, that is the obligor on the Series B Capital
Securities, is $51.5 million principal amount of 8.98% Junior Subordinated
Debentures due 2027 of HUBCO. The net proceeds of the offering are being used
for general corporate purposes and to increase capital levels of the Company and
its subsidiaries. The securities qualify as Tier I capital under the capital
guidelines of the Federal Reserve.

On June 19, 1998, the Company placed $50.0 million in aggregate liquidation
amount of 7.65% Capital Securities due June 2028, using HUBCO Capital Trust II,
a statutory business trust formed under the laws of the State of Delaware. The
sole asset of the trust, that is the obligor on the Series B Capital Securities,
is $51.5 million principal amount of 7.65% Junior Subordinated Debentures due
2028 of HUBCO. The net proceeds of the offering are being used for general
corporate purposes and to increase capital levels of the Company and its
subsidiaries. The securities qualify as Tier I capital under the capital
guidelines of the Federal Reserve.


                                       10

<PAGE>


NOTE F -- RECENT ACCOUNTING STANDARDS

Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting of
comprehensive income and its components in a full set of general-purpose
financial statements. The Company has elected to utilize the Consolidated
Statements of Income and Comprehensive Income to display its comprehensive
income related to the disclosed periods. Comprehensive income is displayed on
the Consolidated Balance Sheets and Consolidated Statements of Changes in
Stockholders' Equity as a separate item entitled unrealized gains(losses) on
securities available for sale since this is the only component of comprehensive
income. The following is a reconciliation of the tax effect allocated to each
component of comprehensive income for the periods presented (in thousands):

<TABLE>
<CAPTION>

                                           For the three-months ended                        For the six-months ended
                                                 June 30, 1998                                     June 30, 1998
                                   -------------------------------------------      --------------------------------------------
                                                       Tax                                            Tax         
                                    Before tax      (Expense)     Net of Tax         Before tax     (Expense)     Net of Tax
                                      amount          Benefit       Amount             amount        Benefit         Amount 
                                   -------------- -------------- -------------      ------------- -------------- ---------------
<S>                                   <C>            <C>             <C>               <C>            <C>            <C>
Unrealized holding gains
 arising during the period ......     $ 1,943        $  (733)        $ 1,210           $ 1,886        $  (683)       $ 1,203
Less: reclassification                                                                 
 adjustment for gains                                                                  
 realized in net income .........         784           (302)            482             3,053         (1,233)         1,820
                                      -------        -------         -------           -------        -------        -------
Net change during period ........     $ 1,159        $  (431)        $   728           $(1,167)       $   550        $  (617)
                                      -------        -------         -------           -------        -------        -------
</TABLE>

<TABLE>
<CAPTION>

                                           For the three-months ended                        For the six-months ended
                                                 June 30, 1997                                     June 30, 1997
                                   -------------------------------------------      --------------------------------------------
                                                       Tax                                            Tax         
                                    Before tax      (Expense)     Net of Tax         Before tax     (Expense)     Net of Tax
                                      amount          Benefit       Amount             amount        Benefit         Amount 
                                   -------------- -------------- -------------      ------------- -------------- ---------------
<S>                                  <C>            <C>            <C>                <C>            <C>            <C>
Unrealized holding gains
 arising during the period .......   $13,258        $(5,266)       $ 7,992            $ 2,876        $(1,180)       $ 1,696
Less: reclassification
 adjustment for gains 
 realized in net income ..........     1,861           (762)         1,099              3,149         (1,257)         1,892
                                     -------        -------        -------            -------        -------        -------
Net change during period .........   $11,397        $(4,504)       $ 6,893            $  (273)       $    77        $  (196)
                                     -------        -------        -------            -------        -------        -------
</TABLE>


Effective January 1, 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", which requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. The Company's three banking subsidiaries, Hudson
United Bank, Lafayette, and BOTH, which meet the criteria of SFAS No. 131 to be
considered in the aggregate, have been aggregated for purposes of segment
reporting. HUBCO, Inc., the banks' holding company, is not a reportable segment
because it does not exceed any of the quantitative thresholds.

                                       11

<PAGE>




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

This financial review presents management's discussion and analysis of financial
condition and results of operations. It should be read in conjunction with the
Company's Consolidated Financial Statements and the accompanying notes. All
dollar amounts, other than per share information, are presented in thousands
unless otherwise noted.

The financial statements for the comparative periods presented herein have been
restated to reflect the acquisitions that have been accounted for on the
pooling-of-interests accounting method during the periods presented herein. The
Bank of Southington was acquired on January 8, 1998, Poughkeepsie Financial
Corporation was acquired on April 24, 1998 and MSB Bancorp was acquired on May
29, 1998. These acquisitions were accounted for on a pooling-of-interests
method, and accordingly, the consolidated financial statements have been
restated to include these institutions for all periods presented. All share data
has been retroactively restated to reflect the shares issued in the
aforementioned transactions including restatement of all prior periods. In
addition, the Company acquired Security National Bank on February 5, 1998 and 22
branches of First Union National Bank on June 25, 1998, both of which were
accounted for on the purchase method and thus operations and earnings are
reflected in the Company's results subsequent to the date of acquisition. The
balance sheet and income statement comparisons are influenced by these purchase
transactions.

This document contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Forward-looking statements can
be identified by the use of words such as "believes, expects" and similar words
or variations. Such statements are not historical facts and involve certain
risks and uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors that might cause a
difference include, but are not limited to, changes in interest rates, economic
conditions, deposit and loan growth, loan loss provisions, and customer
retention. The Company assumes no obligation for updating any such
forward-looking statements at any time.

The Company, through its data processing subsidiary, established a "Year 2000
Team" which is responsible for ensuring implementation of the required change to
the Date of Century format for all software programs used by the Company. The
management of the Company anticipates that they will be in Year 2000 compliance
before the beginning of the new century. The Company has not incurred
significant expenses related to this project and does not anticipate the impact
will be material to the Company's business, operations, financial condition,
results of operations, liquidity or capital resources.

RESULTS OF OPERATIONS

OVERVIEW

Net income for the three-month period ended June 30, 1998 was $0.256 million
compared to net income of $14.2 million for the three-month period ended June
30, 1997. Excluding pre-tax merger related and restructuring charges of $25.0
million, second quarter 1998 net income was $16.6 million. Diluted earnings per
share were $0.01 ($0.57 excluding merger related costs) for the second quarter
of 1998 compared to $0.46 for the same period in 1997. Basic earnings per share
were $0.01 ($0.58 excluding merger related costs) for the second quarter of 1998
compared to $0.48 for the same period in 1997. Return on average equity and
return on average assets were 0.34% and 0.02%, respectively, as reported for the
three-month period ended June 30, 1998, 17.46% and 1.20%, respectively, for the
same period in 1997 and 22.15% and 1.40% respectively, for the three-month
period ended June 30, 1998 excluding merger related costs.


                                       12

<PAGE>


Net income for the six-month period ended June 30, 1998 was $10.8 million
compared to net income of $27.7 million for the six-month period ended June 30,
1997. Excluding pre-tax merger related and restructuring charges of $28.1
million, net income for the six-month period ended June 30, 1998 was $29.3
million. Diluted earnings per share were $0.37 ($1.00 excluding merger related
costs) for the first six months of 1998 compared to $0.89 for the same period in
1997. Basic earnings per share were $0.38 ($1.02 excluding merger related costs)
for the first six months of 1998 compared to $0.93 for the same period in 1997.
Return on average equity and return on average assets were 7.15% and 0.47%,
respectively, as reported for the six-month period ended June 30, 1998, 16.96%
and 1.16%, respectively, for the same period in 1997 and 19.33% and 1.27%
respectively, for the six-month period ended June 30, 1998 excluding merger
related costs.

NET INTEREST INCOME

Net interest income for the three-month and six month periods ended June 30,
1998 was $49.2 million and $97.1 million compared to $50.7 million and $99.1
million for the same period in 1997. This represents a decrease of $1.4 million
or 3% for the three month period and a decrease of $2.1 million or 2% for the
six month period. The net interest margin for the three-month and six month
periods ended June 30, 1998 was 4.49% and 4.57%, respectively, compared to 4.66%
and 4.53%, respectively for the same periods in 1997.

Interest income for the six-month period ended June 30, 1998 was $167.2 million
compared to $175.3 million for the same period in 1997, a decrease of $8.1
million or 5%, while interest expense decreased $6.1 million, or 8%. These
decreases in interest income and expense were the result of a lower volume of
investment and mortgage backed securities and borrowings in the first quarter of
1998 compared to the same period in 1997.

Interest income for the three-month period ended June 30, 1998 was $85.0 million
compared to $88.9 million for the same period in 1997, a decrease of $3.9
million or 4%, while interest expense decreased $2.5 million, or 7%. The lower
level of interest income was primarily related to a decrease in the yield on
average interest-earning assets of 44 basis points from the three month periods
ending June 30, 1997 to June 30, 1998 resulting from maturities of higher
yielding investment securities and the sale of new mortgage loan originations.

PROVISION FOR POSSIBLE LOAN LOSSES

The provision for possible loan losses for the three-month and six month periods
ended June 30, 1998 was $2.7 million and $8.8 million, respectively, compared to
$2.3 million and $4.7 million , respectively, for the same periods in 1997. The
increase in the provision for possible loan losses is primarily attributable to
$3.5 million of loan loss provisions taken by the Bank of the Hudson and MSB in
the first quarter to conform their reserve policy closer to HUBCO's. The Company
performs an evaluation of the adequacy of the allowance for loan losses each
quarter. The results of this analysis and the expectation of potential credit
losses and economic conditions are some of the factors which determine the
required quarterly provision. The allowance for possible loan losses includes
$1.2 million related to the purchase of credit card receivables by Shoppers
Charge. Management believes that the allowance at June, 1998 of $52.5 million,
or 1.86% of total loans and 101% of non-performing loans, is adequate.
Comparative ratios for June 30, 1997 and December 31, 1997 are 1.72% and 73% and
1.76% and 81%, respectively.

                                       13

<PAGE>


Non-performing assets as a percentage of total assets at June 30, 1998 was 1.20%
compared to 1.55% at December 31, 1997. The following table presents the
composition of non-performing assets and loans past due 90 days or more and
accruing and selected asset quality ratios at the dates indicated:

                                                      ASSET QUALITY SCHEDULE
                                                   --------------------------
                                                     6/30/98       12/31/97
                                                   ----------    ------------
                                                          (In Thousands)

Non-Accrual Loans:
   Commercial ....................................   $15,091       $10,904
   Real Estate ...................................    34,149        34,782
   Consumer ......................................     2,196         1,489
                                                     -------       -------
      Total Non-Accrual Loans ....................    51,436        47,175
                                                     -------       -------
Renegotiated Loans ...............................       588        16,162
                                                     -------       -------
      Total Nonperforming Loans ..................    52,024        63,337
Other Real Estate Owned ..........................     9,148        10,752
                                                     -------       -------
      Total Nonperforming Assets .................   $61,172       $74,089
                                                     =======       =======
Non-Accrual Loan to Total Loans ..................      1.82%         1.61%
Non-Performing Assets to Total Assets ............      1.20%         1.55%
Allowance for Loans Losses to Non-Accrual Loans ..       102%          109%
Allowance for Loans Losses to Non-Performing Loans       101%           81%
Loans Past Due 90 Days or More and Accruing                        
      Commercial .................................   $ 2,520       $ 2,926
      Real estate ................................     2,846         8,752
      Consumer ...................................     1,215         1,786
      Credit card ................................     4,397         2,749
                                                     -------       -------
         Total Past Due Loans ....................   $10,978       $16,213
                                                     =======       =======
                                                                

                                       14

<PAGE>


The following table presents the activity in the allowance for possible loan
losses for the periods indicated:

                                            Summary of Activity in the Allowance
                                                Broken Down by Loan Category
                                                -----------------------------
                                                 Six Months Ended   Year Ended
                                                    6/30/98          12/31/97
                                                 -------------------------------
                                                     (Dollars in thousands)

Amount of Loans Outstanding at Period End ....   $2,819,123          $2,926,459
                                                 ==========          ==========
Daily Average Amount of Loans Outstanding ....   $2,890,624          $2,915,843
                                                 ==========          ==========
ALLOWANCE FOR LOAN LOSSES                                            
Balance at beginning of year .................   $   51,468          $   47,304
Loans charged off:                                                   
     Real estate mortgages ...................       (5,512)             (4,893)
     Commercial ..............................         (795)             (4,202)
     Consumer ................................       (5,003)             (5,796)
     Other loans .............................         --                  (384)
                                                 ----------          ----------
          Total loans charged off ............      (11,310)            (15,275)
                                                 ----------          ----------
Recoveries:                                                          
     Real estate mortgages ...................          341               1,203
     Commercial ..............................          518               2,023
     Consumer ................................          777               1,427
     Other recoveries ........................         --                    41
                                                 ----------          ----------
          Total recoveries ...................        1,636               4,694
                                                 ----------          ----------
Net loans charged off ........................       (9,674)            (10,581)
Allowance of acquired companies ..............        1,950               2,800
Provision for loan losses ....................        8,794              11,945
                                                 ----------          ----------
Balance at end of period .....................   $   52,538          $   51,468
                                                 ==========          ==========
Ratio of Annualized Net Loans Charged-Off                            
   During  Period to Average Loans Outstanding         0.67%               0.36%
                                                 ==========          ==========
                                                                  
Non-interest income increased 18% or $2.1 million from $11.7 million for the
second quarter of 1997 to $13.8 million for the same period in 1998, and
increased 18% or $3.9 million from $22.3 million for the six months ended June
30, 1997 to $26.3 million for the same period in 1998. This increase in
non-interest income relates primarily to increased fees from Shoppers Charge,
trust services revenue, loan fees, including mortgage banking, international
services, and various other fees.

Non-interest expense was $58.4 million for the second quarter of 1998 and $33.4
million excluding merger related costs, compared to $36.0 million for the same
period in 1997, and for the six months ended June 30, 1998 non-interest expense
was $96.3 million and $68.9 million excluding merger related costs compared to
$70.8 million for the same period in 1997 Efficiencies were realized for the
three and six-month periods ended June 30, 1998 compared to the same periods in
1997 in salaries due primarily to the consolidation of operational support
functions of acquired institutions. Increases for the six month period ended
June 30, 1998 compared to the same period in 1997 occurred in the categories of
occupancy and equipment expense, due to an increased number of branches, outside
services, due to payments for data processing


                                       15

<PAGE>


services, and the amortization of intangibles resulting from the acquisition of
Security National Bank which are amortized over a ten year period.

The Company's effective tax rate for the three-month and six month periods ended
June 30, 1998 was 87% and 40% respectively, due to non-deductible restructuring
charges and goodwill amortization, and 38% and 37% , respectively, excluding the
effect of restructuring charges . This compares with an effective tax rate for
the comparable period in 1997 of 41% and 40% respectively. The decrease in the
effective tax rate excluding restructuring items is related to having fully
utilized all tax loss carry forward in Connecticut and tax planning initiatives.

FINANCIAL CONDITION

Total assets at June 30, 1998, were $5.11 billion, an increase of $327 million
or 7% from $4.78 billion of assets at December 31, 1997, as restated for all
poolings through June 30, 1998. The investment and mortgage backed securities
portfolio increased 46% or $560.6 million from $1.21 billion at December 31,
1997 to $1.77 billion at June 30, 1998 due primarily to the purchase of
securities in 1998. Total Loans decreased $107.3 million, or 4% to $2.82 billion
at June 30, 1998 from $2.93 billion at December 31, 1997 reflecting declines in
residential mortgage loans where new originations are being sold and credit card
loans which have experienced seasonal repayments. Other real estate owned
decreased $1.6 million or 15% from $10.8 million at December 31, 1997 to $9.1
million at June 30, 1998 as management continued to focus on asset quality.
Intangibles, net of amortization, increased from $53.5 million at December 31,
1997 to $80.6 million at June 30, 1998 due to the addition of the goodwill
created from the Security National Bank and First Union branch acquisitions.

Deposits increased slightly from $3.73 billion at December 31, 1997, to $3.87
billion at June 30, 1998, due to the purchase accounting acquisitions. Total
borrowings increased $164.0 million from $530.2 million at December 31, 1997 to
$694.2 million at June 30, 1998. This increase is primarily related to funding
growth in the investment portfolio. Total stockholders' equity at June 30, 1998
was $273.3 million compared to $311.1 million at December 31, 1997. The change
in stockholders' equity is primarily attributable to $10.8 million in earnings
for the six-month period ended June 30, 1998, offset by $10.9 million of cash
dividends, the purchase of $38.3 million in treasury shares.

On June 19, 1998, the Company placed $50.0 million in aggregate liquidation
amount of 7.65% Capital Securities due June 2028, using HUBCO Capital Trust II,
a statutory business trust formed under the laws of the State of Delaware. The
net proceeds of the offering are being used for general corporate purposes and
to increase capital levels of the Company and its subsidiaries. The securities
qualify as Tier I capital under the capital guidelines of the Federal Reserve.

The Company is not aware of any current recommendations by the regulatory
authorities which would have a material adverse effect on the Company's capital
resources or operations. The capital ratios for the Company at June 30, 1998,
and the minimum regulatory guidelines for such capital ratios for qualification
as a well-capitalized institution are as follows:

                                                  Ratios at        Regulatory
                                                June 30, 1998      Guidelines
                                                -------------      ----------
     Tier I Risk-Based Capital ..............       9.2%               6.0%
     Total Risk-Based Capital ...............      13.8%              10.0%
     Tier 1 Leverage Ratio ..................       5.9%               4.0%
                                                                 

                                       16
<PAGE>


PART II.  OTHER INFORMATION

Items 1 through 3 are not applicable or the responses are negative

Item 4(a)-(d) See Part II. Other Information in HUBCO's Form 10-Q filed May 15,
1998.

Item 5: not applicable

Item 6: Exhibits and Reports on Form 8-K

(a) Exhibits


   (3)(a) The Revised Certificate of Incorporation of HUBCO, Inc. filed 
          January 31, 1997. (Incorporated by reference from the Company's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1996, 
          Exhibit (3)).

   (3)(b) The By-Laws of HUBCO, Inc. (Incorporated by reference from the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995, Exhibit (3b).

(b) Reports on Form 8-K

     (1)  On May 15, 1998, HUBCO filed a Form 8-K/A Item 2 (date of earliest
          event - October 20, 1998), amending Form 8-K filed October 22, 1997 to
          announce the completion of its acquisition of Poughkeepsie Financial
          Corp. and its wholly owned banking subsidiary bank of the Hudson.

     (2)  On June 2, 1998, HUBCO filed a Form 8-K Item 2 (date of earliest event
          - May 29, 1998), to announce the completion of its acquisition of MSB
          Bancorp, Inc. and its wholly owned banking subsidiary, MSB Bank.

     (3)  On June 11, 1998, HUBCO filed a Form 8-K Item 2 (date of earliest
          event - May 29, 1998), to announce the completion of its acquisition
          of MSB Bancorp, Inc. and its wholly owned banking subsidiary, MSB Bank
          and containing first quarter financial statements for MSB Bancorp,
          Inc. and Subsidiaries

     (4)  On June 26, 1998, HUBCO filed a Form 8-K Item 5 (date of earliest
          event - June 16, 1998), to announce that HUBCO, Inc. ("HUBCO") placed
          $50,000,000 in aggregate liquidation amount of 7.65% Capital
          Securities due June 15, 2028 using HUBCO Capital Trust II, a statutory
          business trust formed under the laws of the State of Delaware.

     (5)  On June 29, 1998, HUBCO filed a Form 8-K/A Item 2 (date of earliest
          event - September 20, 1997), amending Form 8-K filed on October 22,
          1997 and Form 8-K/A filed on May 15, 1998 to provide pro forma
          information with the recent acquisitions of Poughkeepsie Financial
          Corp. and MSB Bancorp, Inc.

     (6)  On July 2, 1998, HUBCO filed a Form 8-K Item 5 (date of earliest event
          - June 25, 1998), to announce the completion of its purchase of 13 New
          Jersey and 8 Connecticut branches of First Union National Bank.

     (7)  On July 6, 1998, HUBCO filed a Form 8-K/A Item 2 (date of earliest
          event - October 22, 1997), amending Form 8-K's filed on October 22,
          1997, June 2, 1998, and June 11, 1998 and Form 8-K/A's filed on May
          15, 1998 and June 29, 1998 to provide pro forma information with the
          recent acquisitions of Poughkeepsie Financial Corp. and MSB Bancorp,
          Inc.

     (8)  On July 10, 1998, HUBCO filed a Form 8-K/A Item 5 (date of earliest
          event - June 25,1998), amending Form 8-K filed on July 2, 1998
          announcing the completion of its purchase of 13 New Jersey and 8
          Connecticut branches of First Union National Bank.

                                       17


<PAGE>


     (9)  On July 10, 1998, HUBCO filed a Form 8-K Item 5 (date of earliest
          event - April 24, 1998), containing supplemental consolidated
          financial statements of HUBCO restating HUBCO's historical
          consolidated financial statements as of and for the three years ended
          December 31, 1997 to reflect the Mergers and the acquisition of the
          Bank of Southington, Poughkeepsie Financial Corp. and MSB Bancorp,
          Inc.

     (10) On July 10, 1998, HUBCO filed a Form 8-K/A Item 5 (date of earliest
          event - June 25, 1998), amending Form 8-K filed on July 2, 1998
          announcing the completion of its purchase of 13 New Jersey and 8
          Connecticut branches of First Union National Bank.

     (11) On July 15, 1998, HUBCO filed a Form 8-K Item 5 (date of earliest
          event - July 15, 1998), containing HUBCO's press release reporting
          earnings for the second quarter of 1998.

     (12) On July 17, 1998, HUBCO filed a Form 8-K/A Item 5 (date of earliest
          event - June 25, 1998), amending Form 8-K filed on July 10, 1998 to
          include KPMG Peat Marwick LLP's ("KPMG") and Deloitte & Touche LLP's
          ("Deloitte") consents to incorporate by reference, in HUBCO's
          Registration Statement on Forms S-8, KPMG's and Deloitte's respective
          Auditors Reports included therein.

     (13) On July 23, 1998, HUBCO filed a Form 8-K Item 5 (date of earliest
          event - July 17, 1998), containing HUBCO's press release announcing an
          increase in its quarterly cash dividend to $0.25 per common share and
          a 3% stock dividend.


                                       18

<PAGE>


                                   SIGNATURES

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



                                 HUBCO, Inc.



August 14, 1998                    /s/  KENNETH T. NEILSON
--------------------              ----------------------------------------------
Date                              Kenneth T. Neilson
                                  Chairman, President & Chief Executive Officer



August 14, 1998                    /s/  JOSEPH F. HURLEY
--------------------              ----------------------------------------------
Date                              Joseph F. Hurley
                                  Executive Vice President & Chief Financial
                                  Officer