UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
    ACT OF 1934
For the quarterly period ended..................................  MARCH 31, 2003
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934
For the transition period from __________ to ___________

Commission File No.: 000-23809

                          FIRST SENTINEL BANCORP, INC.
             (exact name of registrant as specified in its charter)

                  DELAWARE                                     22-3566151
(State or other jurisdiction of incorporation            (IRS Employer I.D. No.)
              or organization)

               1000 WOODBRIDGE CENTER DRIVE, WOODBRIDGE, NJ 07095
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (732) 726-9700

                                 NOT APPLICABLE
       Former Name, Address, and 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        .
     -------      -------

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act).

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.

           CLASS                                  OUTSTANDING AT MAY 1, 2003
-----------------------------                  --------------------------------
       Common Stock                                    27,584,150 shares


<PAGE>

                          FIRST SENTINEL BANCORP, INC.

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                                  Page #
                                                                                                  ------
<S>         <C>                                                                                    <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

            Consolidated Statements of Financial Condition as of March 31, 2003 and December
            31, 2002                                                                                3

            Consolidated Statements of Income for the Three Months Ended March 31, 2003 and
            2002                                                                                    4

            Consolidated Statements of Stockholders' Equity for the Three Months Ended March
            31, 2003 and 2002                                                                       5

            Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003
            and 2002                                                                                6

            Notes to Consolidated Financial Statements                                              7

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of
            Operations                                                                              9

Item 3.     Quantitative and Qualitative Disclosure About Market Risk                              15

Item 4.     Controls and Procedures                                                                15

PART II.    OTHER INFORMATION.                                                                     15

            SIGNATURES                                                                             17

            CERTIFICATIONS                                                                         18
</TABLE>


                                       2
<PAGE>

FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share data) (Unaudited)
<TABLE>
<CAPTION>
                                                                                           March 31,            December 31,
                                                                                             2003                   2002
                                                                                        ----------------       --------------
<S>                                                                                     <C>                    <C>
ASSETS
Cash and due from banks .............................................................   $        30,521        $      21,695
Federal funds sold ..................................................................            42,600               44,250
                                                                                        ----------------       --------------
     Total cash and cash equivalents ................................................            73,121               65,945
Federal Home Loan Bank of New York (FHLB-NY) stock, at cost .........................            22,081               20,835
Investment securities available for sale ............................................           113,243              114,219
Mortgage-backed securities available for sale .......................................           805,386              790,562
Loans held for sale, net ............................................................             4,842                  563
Loans receivable, net ...............................................................         1,210,287            1,200,647
Interest and dividends receivable ...................................................            10,823               11,055
Premises and equipment, net .........................................................            16,237               15,882
Core deposit intangibles ............................................................             4,358                4,568
Other assets ........................................................................            30,853               32,758
                                                                                        ----------------       --------------
     Total assets ...................................................................   $     2,291,231        $   2,257,034
                                                                                        ================       ==============

------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits ............................................................................   $     1,406,077        $   1,387,986
Borrowed funds ......................................................................           621,623              596,663
Advances by borrowers for taxes and insurance .......................................             9,978                9,615
Other liabilities ...................................................................            14,246               16,570
                                                                                        ----------------       --------------
     Total liabilities ..............................................................         2,051,924            2,010,834
                                                                                        ----------------       --------------
Company-obligated mandatorily redeemable preferred capital securities of a
    subsidiary trust holding solely junior subordinated debentures of the Company....            25,000               25,000
                                                                                        ----------------       --------------

STOCKHOLDERS' EQUITY
Preferred stock; authorized 10,000,000 shares; none issued and outstanding...........                --                   --
Common stock, $.01 par value, 85,000,000 shares authorized;
     43,106,742 and 27,584,150 shares issued and outstanding at 3/31/03 and
     43,106,742 and 28,422,028 shares issued and outstanding at 12/31/02 ............               430                  430
Paid-in capital .....................................................................           203,106              203,229
Retained earnings ...................................................................           166,801              163,681
Accumulated other comprehensive .....................................................            11,221                9,776
income...............................................................
Treasury stock (15,397,938 and 14,586,591 shares at 3/31/03 and 12/31/02,
    respectively) ...................................................................          (157,284)            (145,480)
Common stock acquired by the Employee Stock Ownership Plan (ESOP)....................            (9,174)              (9,404)
Common stock acquired by the Recognition and Retention Plan (RRP)....................              (793)              (1,032)
                                                                                        ----------------       --------------
     Total stockholders' equity .....................................................           214,307              221,200
                                                                                        ----------------       --------------
     Total liabilities and stockholders' equity .....................................   $     2,291,231        $   2,257,034
                                                                                        ================       ==============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>

FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data) (Unaudited)
<TABLE>
<CAPTION>
                                                                       Three Months Ended March 31,
                                                                   -------------------------------------
                                                                       2003                    2002
                                                                   --------------          -------------
<S>                                                                <C>                     <C>
INTEREST INCOME:
  Loans ......................................................     $      19,193           $     21,395
  Investment and mortgage-backed securities
    available for sale .......................................             9,588                  9,721
                                                                   --------------          -------------
     Total interest income ...................................            28,781                 31,116
                                                                   --------------          -------------

INTEREST EXPENSE:
 Deposits:
   NOW and money market demand ...............................             1,336                  2,095
   Savings ...................................................               722                    838
   Certificates of deposit ...................................             4,180                  6,074
                                                                   --------------          -------------
     Total interest expense - deposits .......................             6,238                  9,007
  Borrowed funds .............................................             7,532                  7,076
                                                                   --------------          -------------
     Total interest expense ..................................            13,770                 16,083
                                                                   --------------          -------------
     Net interest income .....................................            15,011                 15,033
Provision for loan losses ....................................                --                    100
                                                                   --------------          -------------
     Net interest income after provision for loan losses......            15,011                 14,933
                                                                   --------------          -------------

NON-INTEREST INCOME:
  Fees and service charges ...................................               888                  1,240
  Net gain on sales of loans and securities
     available for sale ......................................               893                    116
  Income on Bank Owned Life Insurance.........................               398                    415
  Other income ...............................................               244                    179
                                                                   --------------          -------------
     Total non-interest income ...............................             2,423                  1,950
                                                                   --------------          -------------

NON-INTEREST EXPENSE:
  Compensation and benefits ..................................             4,311                  3,964
  Occupancy ..................................................               646                    558
  Equipment ..................................................               428                    438
  Advertising ................................................               255                    175
  Federal deposit insurance ..................................                58                     59
  Amortization of core deposit intangibles ...................               210                    212
  Distributions on preferred capital securities...............               472                    498
  General and administrative .................................             1,171                  1,134
                                                                   --------------          -------------
     Total non-interest expense ..............................             7,551                  7,038
                                                                   --------------          -------------

     Income before income tax expense ........................             9,883                  9,845

Income tax expense ...........................................             3,333                  3,244
                                                                   --------------          -------------
     Net income ..............................................     $       6,550           $      6,601
                                                                   ==============          =============

Basic earnings per share .....................................     $        0.24           $       0.22
                                                                   ==============          =============

Weighted average shares outstanding - Basic ..................     $  26,945,588             29,459,563
                                                                   ==============          =============

Diluted earnings per share ...................................     $        0.24           $       0.22
                                                                   ==============          =============

Weighted average shares outstanding - Diluted.................        27,652,037             30,198,768
                                                                   ==============          =============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.


                                       4
<PAGE>

FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                                         Accumulated
                                                                            Other                   Common    Common       Total
                                                                           Compre-                  Stock      Stock       Stock-
                                            Common   Paid In   Retained    hensive     Treasury    Acquired   Acquired    holders'
                                            Stock    Capital   Earnings     Gain        Stock       by ESOP    By RRP     Equity
                                        -------------------------------------------------------------------------------------------
<S>                                          <C>    <C>        <C>          <C>       <C>          <C>        <C>        <C>
Balance at December 31, 2001 ..........      $430   $201,858   $148,463     $2,178    $(110,571)   $(10,321)  $(1,910)   $230,127
Net income for the three months
   ended March 31, 2002................        --         --      6,601         --           --          --        --       6,601
Cash dividends declared ($0.075) ......        --         --     (2,320)        --           --          --        --      (2,320)
Net change in unrealized gain on
   securities available for sale ......        --         --         --       (662)          --          --        --        (662)
Purchases of treasury stock ...........        --         --         --         --       (9,868)         --        --      (9,868)
Exercise of stock options..............        --         --       (325)        --          492          --        --         167
Tax benefit on stock options and RRP ..        --        326         --         --           --          --        --         326
Purchase and retirement of common
   stock...............................        --       (108)        --         --           --          --        --        (108)
Amortization of RRP ...................        --         --         --         --           --          --       220         220
ESOP expense...........................        --        100         --         --           --         229        --         329
                                        -------------------------------------------------------------------------------------------

Balance at March 31, 2002 .............      $430   $202,176   $152,419     $1,516    $(119,947)   $(10,092)  $(1,690)   $224,812
                                        ===========================================================================================


Balance at December 31, 2002 ..........      $430   $203,229   $163,681     $9,776    $(145,480)    $(9,404)  $(1,032)   $221,200
Net income for the three months
   ended March 31, 2003................        --         --      6,550         --           --          --        --       6,550
Cash dividends declared ($0.105) ......        --         --     (2,953)        --           --          --        --      (2,953)
Net change in unrealized gain on
   securities available for sale ......        --         --         --      1,445           --          --        --       1,445
Purchases of treasury stock ...........        --         --         --         --      (12,353)         --        --     (12,353)
Exercise of stock options..............        --        (67)      (477)        --          549          --        --           5
Purchase and retirement of common
   stock...............................        --       (177)        --         --           --          --        --        (177)
Amortization of RRP ...................        --         --         --         --           --          --       239         239
ESOP expense...........................        --        121         --         --           --         230        --         351
                                        -------------------------------------------------------------------------------------------

Balance at March 31, 2003 .............      $430   $203,106   $166,801    $11,221    $(157,284)    $(9,174)  $  (793)   $214,307
                                        ===========================================================================================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.


                                       5
<PAGE>

FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands) (Unaudited)
<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                                      March 31,
                                                                                             ----------------------------
                                                                                                2003            2002
                                                                                             ------------    ------------
<S>                                                                                          <C>             <C>
Cash flows from operating activities:
   Net income ............................................................................   $      6,550    $      6,601
   ADJUSTMENTS  TO  RECONCILE  NET  INCOME  TO NET CASH  PROVIDED  BY  OPERATING
ACTIVITIES:
   Depreciation of premises and equipment ................................................            372             351
   Amortization of core deposit intangibles ..............................................            210             212
   ESOP expense ..........................................................................            351             329
   Amortization of RRP ...................................................................            239             220
   Net amortization of premiums and accretion of discounts and deferred fees .............          1,175           1,310
   Provision for loan losses .............................................................             --             100
   Loans originated for sale .............................................................        (18,080)         (6,961)
   Proceeds from sales of mortgage loans available for sale ..............................         13,811          11,492
   Net gain on sales of loans and securities available for sale ..........................           (893)           (116)
   Net gain on sale of real estate owned .................................................            (81)             --
   Decrease (increase) in interest and dividends receivable ..............................            232             (66)
   Tax benefit on stock options and RRP ..................................................             --             326
   Decrease in other liabilities .........................................................         (3,182)           (728)
   Decrease in other assets ..............................................................          1,833           4,837
                                                                                             ------------    ------------
         Net cash provided by operating activities .......................................          2,537          17,907
                                                                                             ------------    ------------
Cash flows from investing activities:
   Proceeds from sales/calls/maturities of investment securities available for sale ......         17,687          10,650
   Purchases of investment securities available for sale .................................        (15,579)        (26,948)
   Purchase of FHLB-NY stock .............................................................         (1,246)           (349)
   Proceeds from sales of mortgage-backed securities available for sale ..................         50,036           9,907
   Principal payments on mortgage-backed securities ......................................         91,049          61,704
   Purchases of mortgage-backed securities available for sale ............................       (155,868)       (123,736)
   Principal repayments on loans .........................................................        158,526         191,180
   Origination of loans ..................................................................       (164,096)       (190,170)
   Purchases of mortgage loans ...........................................................         (3,299)        (13,585)
   Proceeds from sale of real estate owned ...............................................            153            --
   Purchases of premises and equipment ...................................................           (727)           (244)
                                                                                             ------------    ------------
         Net cash used in investing activities ...........................................        (23,364)        (81,591)
                                                                                             ------------    ------------
Cash flows from financing activities:
   Purchase of treasury stock ............................................................        (12,353)         (9,868)
   Stock options exercised ...............................................................             72             167
   Cash dividends paid ...................................................................         (2,953)         (2,320)
   Net increase in deposits ..............................................................         18,091          36,230
   Net increase in short-term borrowed funds .............................................             --              --
   Proceeds from borrowed funds ..........................................................         50,000          40,000
   Repayment of borrowed funds ...........................................................        (25,040)        (15,036)
   Net increase in advances by borrowers for taxes and insurance .........................            363             517
   Purchase and retirement of common stock ...............................................           (177)           (108)
                                                                                             ------------    ------------
         Net cash provided by financing activities .......................................         28,003          49,582
                                                                                             ------------    ------------
         Net increase (decrease) in cash and cash equivalents ............................          7,176         (14,102)
Cash and cash equivalents at beginning of period .........................................         65,945          53,875
                                                                                             ------------    ------------
Cash and cash equivalents at end of period ...............................................   $     73,121    $     39,773
                                                                                             ============    ============

Supplemental  disclosures of cash flow information:  Cash paid during the period
   for:
       Interest ..........................................................................   $     14,165    $     16,002
       Income taxes ......................................................................          4,803              --
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.


                                       6
<PAGE>

                  FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles ("GAAP") for interim
financial  information and in conformity with the  instructions to Form 10-Q and
Article 10 of Regulation S-X for First Sentinel Bancorp,  Inc. ("First Sentinel"
or the "Company") and its wholly-owned subsidiaries, First Savings Bank, ("First
Savings" or the "Bank") Pulse Investment,  Inc., Pulse Insurance Services,  Inc.
and Pulse Real  Estate,  Inc.,  and the Bank's  wholly-owned  subsidiaries,  FSB
Financial LLC, and 1000 Woodbridge Center Drive,  Inc. Certain  disclosures have
been  omitted or  condensed  pursuant to such  rules.  These  interim  financial
statements  should be read in  conjunction  with the  December  31,  2002 Annual
Report to Stockholders.

In the  opinion  of  management,  all  adjustments  (consisting  of only  normal
recurring accruals) necessary to present fairly the financial condition, results
of  operations,  and  changes  in cash flows have been made at and for the three
months ended March 31, 2003 and 2002.  The results of  operations  for the three
months ended March 31, 2003, are not necessarily  indicative of results that may
be expected for the entire fiscal year ending December 31, 2003.

STOCK-BASED COMPENSATION

The  Company  applies  the  "intrinsic  value  based  method"  as  described  in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and  related  interpretations  in  accounting  for its  stock-based
compensation.  No employee  compensation  cost for stock options is reflected in
net income,  as all options  granted under the Company's  stock option plans had
exercise  prices  greater  than or equal to the market  value of the  underlying
common  stock on the  date of  grant.  Stock  awarded  to  employees  under  the
Company's  Recognition  and  Retention  Plan is expensed by the Company over the
awards' vesting period based upon the fair market value of the stock on the date
of the  grant.  The  following  table  illustrates  the effect on net income and
earnings  per  share if the  Company  had  applied  the fair  value  recognition
provisions  for  stock-based  compensation  pursuant to  Statement  of Financial
Accounting   Standards   ("SFAS")   No.   123,   "Accounting   for   Stock-based
Compensation," amended by SFAS No. 148, "Accounting for Stock-based Compensation
- Transition and Disclosures" (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                                  2003                    2002
                                                                -------------         --------------
<S>                                                                 <C>                    <C>
Net income, as reported                                             $  6,550               $  6,601
Add:
    Stock-based employee compensation expense
       included in reported net income, net of related
       tax effects (RRP awards)                                          155                    143
Deduct:
    Total stock-based employee  compensation expense
       determined under fair value based method
       for all options and RRP awards, net
       of related tax effects                                            162                    332
                                                                ------------          -------------
Pro forma net income                                                $  6,543               $  6,412
                                                                ============          =============

Net income per common share:
   Basic - as reported                                              $   0.24               $   0.22
                                                                ============          =============
   Basic - pro forma                                                    0.24                   0.22
                                                                ============          =============
   Diluted - as reported                                                0.24                   0.22
                                                                ============          =============
   Diluted - pro forma                                              $   0.24               $   0.21
                                                                ============          =============
</TABLE>



                                       7
<PAGE>

EARNINGS PER SHARE

Basic  earnings  per share is  calculated  by  dividing  net income by the daily
average  number of common  shares  outstanding  during the period.  Common stock
equivalents are not included in the calculation.

Diluted  earnings per share is computed  similarly to that of basic earnings per
share  except  that the  denominator  is  increased  to  include  the  number of
additional  common  shares  that would have been  outstanding  if all  potential
dilutive common shares were issued utilizing the treasury stock method.

Calculation of Basic and Diluted Earnings Per Share
-----------------------------------------------------
(dollars in thousands, except share data)
                                                 Three Months Ended March 31,
                                                  2003               2002
                                             --------------     -------------
Net income                                   $        6,550     $       6,601
                                             ==============     =============

Basic weighted-average common shares
     outstanding                                26,945,588         29,459,563
Plus: Dilutive stock options and awards            706,449            739,205
                                             --------------     -------------
Diluted weighted-average common
     shares outstanding                         27,652,037         30,198,768
                                             ==============     =============

Net income per common share:

   Basic                                     $         0.24     $        0.22
                                             ==============     =============
   Diluted                                   $         0.24     $        0.22
                                             ==============     =============


(2)  DIVIDENDS

Based upon current  operating  results,  the Company  declared cash dividends of
$0.105 per share on January 23, 2003, payable February 28, 2003, to stockholders
of record on February 14, 2003.

(3)  COMMITMENTS AND CONTINGENCIES

At March 31, 2003, the Company had the following  commitments:  (i) to originate
loans of $122.7  million;  (ii) unused equity lines of credit of $68.4  million;
(iii)  unused  commercial  lines  of  credit  of  $13.9  million;   (iv)  unused
construction  lines of  credit  of $83.5  million;  and (v)  letters  of  credit
outstanding totaling $1.6 million. Further,  certificates of deposits, which are
scheduled to mature and/or rollover in one year or less,  totaled $432.5 million
at March 31, 2003.

(4)  ALLOWANCE FOR LOAN LOSSES

The following  table  presents the activity in the allowance for loan losses (in
thousands):

                                               Three Months Ended March 31,
                                                 2003              2002
                                             ------------     ------------
Balance at beginning of period               $     12,830     $     12,932
Provision charged to operations                         -              100
Net (charge-offs) recoveries                           (2)               1
                                             ------------     ------------
Balance at end of period                     $     12,828     $     13,033
                                             ============     ============

(5)  COMPREHENSIVE  INCOME

Total  comprehensive  income,  consisting  of net  income  and the net change in
unrealized  gain/(loss)  on securities  available for sale, was $8.0 million and
$5.9 million for the three months ended March 31, 2003 and 2002, respectively.


                                       8
<PAGE>

FIRST SENTINEL BANCORP, INC.

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

GENERAL.

Statements   contained  in  this  report  that  are  not  historical   fact  are
forward-looking  statements,  as that term is defined in the Private  Securities
Litigation  Reform  Act  of  1995.  Such  statements  may  be  characterized  as
management's  intentions,  hopes,  beliefs,  expectations  or predictions of the
future. It is important to note that such forward-looking statements are subject
to risks and uncertainties  that could cause actual results to differ materially
from those  projected  in such  forward-looking  statements.  Factors that could
cause future results to vary materially from current  expectations  include, but
are not limited to, changes in interest rates, economic conditions,  deposit and
loan growth,  real estate values,  loan loss provisions,  competition,  customer
retention,  changes in the  accounting  principles,  policies or guidelines  and
legislative and regulatory changes.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES.   "Management's  Discussion  and
Analysis  of  Financial   Condition  and  Results  of  Operation,"  as  well  as
disclosures  found  elsewhere  in this Form 10-Q,  are based upon the  Company's
consolidated  financial statements,  which have been prepared in accordance with
accounting  principles  generally accepted in the United States of America.  The
preparation of these financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities,  revenues
and expenses.  Note 1 to the Company's Audited Consolidated Financial Statements
for the year ended  December 31, 2002 included in our Annual Report on Form 10-K
for the year ended December 31, 2002, as supplemented by this report, contains a
summary of the Company's  significant  accounting policies.  Management believes
the Company's  policy with respect to the methodology for the  determination  of
the  allowance  for loan  losses  involves  a higher  degree of  complexity  and
requires  management to make  difficult  and  subjective  judgments  which often
require  assumptions or estimates  about highly  uncertain  matters.  Changes in
these  judgments,  assumptions or estimates could  materially  impact results of
operations.  This critical policy and its  application is periodically  reviewed
with the Audit Committee and the Board of Directors.

The  provision  for loan  losses is based upon  management's  evaluation  of the
adequacy of the  allowance,  including an assessment of known and inherent risks
in the portfolio,  giving  consideration to the size and composition of the loan
portfolio,  actual  loan  loss  experience,  level  of  delinquencies,  detailed
analysis of individual loans for which full  collectibility  may not be assured,
the existence and estimated net realizable  value of any  underlying  collateral
and guarantees  securing the loans, and current economic and market  conditions.
Although  management  uses  the best  information  available,  the  level of the
allowance for loan losses  remains an estimate  which is subject to  significant
judgment and short-term change. Various regulatory agencies, as an integral part
of their examination  process,  periodically  review the Company's allowance for
loan losses. Such agencies may require the Company to make additional provisions
for loan losses  based upon  information  available to them at the time of their
examination.  Furthermore,  the majority of the  Company's  loans are secured by
real estate in the State of New Jersey.  Accordingly,  the  collectibility  of a
substantial  portion of the carrying  value of the Company's  loan  portfolio is
susceptible to changes in local market conditions and may be adversely  affected
should real estate  values  decline or should New Jersey  experience  an adverse
economic  shock.  Future  adjustments  to the  allowance  for loan losses may be
necessary due to economic, operating, regulatory and other conditions beyond the
Company's control.

ASSETS.  Total assets grew $34.2 million from December 31, 2002, to $2.3 billion
at March 31, 2003.  Changes in asset  composition  during the quarter  consisted
primarily of increases in mortgage-backed  securities ("MBS"),  loans receivable
and cash and cash equivalents.

MBS available for sale increased  $14.8  million,  or 1.9%, to $805.4 million at
March 31, 2003,  from $790.6  million at December 31, 2002.  Purchases  totaling
$155.9  million  exceeded  sales and  principal  repayments of $49.4 million and
$91.0  million,  respectively,  for the three month period ended March 31, 2003.
Purchases  during  the  quarter  consisted  primarily  of  MBS  issued  by  U.S.
government-sponsored  agencies.  At March  31,  2003,  approximately  64% of the
Company's MBS had adjustable rates and the portfolio had a modified  duration of
2.8 years.

Loans receivable,  net,  increased $13.9 million from December 31, 2002, to $1.2
billion at March 31, 2003.  Total loan  originations  for the three months ended
March 31, 2003,  were $182.2  million,  compared to $197.1  million for the same
period  in  2002,  and  $160.8  million  for the  trailing  quarter.  Fixed-rate
single-family  first mortgage loan originations  totaled $67.2 million, or 36.9%
of  production,   while  adjustable-rate   single-family  first  mortgage  loans
accounted for $25.3 million,


                                       9
<PAGE>

or 13.9% of total  originations  for the first three months of 2003. Also during
the first quarter of 2003,  construction  lending,  primarily for  single-family
developments,  totaled  $25.1  million,  or 13.8% of total  originations,  while
commercial real estate, commercial and multi-family loan originations were $14.6
million, or 8.0%. During the same period, consumer loan originations,  including
home  equity  loans and  credit  lines,  were $49.9  million,  or 27.4% of total
originations.  In  addition,  the Company  purchased  $3.3  million of primarily
adjustable-rate single-family first mortgage loans through correspondents during
the  three  months  ended  March 31,  2003.  Purchased  loans  are  underwritten
internally and are extended at higher rates than those currently  offered by the
Bank.

Repayment  of  principal on loans  totaled  $158.5  million for the three months
ended March 31,  2003,  compared to $191.2  million for the same period in 2002,
and $175.4  million for the trailing  quarter.  The decrease in  repayments  was
primarily  attributable to reduced  refinance  activity,  as many borrowers have
already  realized the economic  benefits of  refinancing  their  mortgage  debt.
Repayments for the quarter ended March 31, 2002, also included the early pay-off
of a $14.9 million commercial real estate loan. Loan sales for the first quarter
of 2003 totaled $13.8  million,  compared with $11.5 million for the same period
in 2002. The Company  generally sells  fixed-rate,  30-year loan production as a
means of managing  interest rate risk.  At March 31, 2003,  $562.3  million,  or
approximately  54%, of the  Company's  mortgage  loans had  adjustable  interest
rates. Approximately $150.0 million of these adjustable-rate loans are scheduled
to reprice within the next twelve months.

Of the total  loan  portfolio  at March 31,  2003,  1-4  family  mortgage  loans
comprised  67.0%,  home equity loans comprised 9.1%, and commercial real estate,
multi-family  and  construction  loans comprised  22.6%.  The Company intends to
continue to prudently expand its  non-residential  mortgage  lending  activities
while maintaining its underwriting  standards and commitment to  community-based
lending.

While  management  intends to continue  emphasizing  the  origination  of loans,
future  levels  of  loan  originations  and  repayments  will  be  significantly
influenced by external  interest rates and other economic factors outside of the
control of the Company,  as well as the Company's  interest rate risk management
practices.

Cash and cash equivalents  increased $7.2 million, or 10.9%, to $73.1 million at
March 31, 2003, from $65.9 million at December 31, 2002. The Company's intent is
to  prudently  deploy  investable  funds in a manner which does not expose it to
significant interest rate, market or credit risk.

LIABILITIES.  Deposits increased $18.1 million,  or 1.3% from December 31, 2002,
to $1.4  billion at March 31,  2003.  Core  deposits,  consisting  of  checking,
savings and money market  accounts,  grew by $34.2  million,  or 4.4%, to $819.4
million  and  accounted  for 58.3% of total  deposits  at March 31,  2003.  This
compares  with a core/total  deposits  ratio of 56.6% at December 31, 2002,  and
52.8% at March 31, 2002.  Certificates of deposit declined by $16.1 million,  or
2.7%,  compared with year-end 2002,  with decreases  occurring  primarily in the
one-year and shorter  maturity  categories.  The Company intends to continue its
efforts to develop  and  maintain  core  deposit  relationships  while  reducing
higher-costing certificates of deposit.

Borrowed funds increased $25.0 million,  or 4.2%, to $621.6 million at March 31,
2003,  from $596.7 million at December 31, 2002 as the Company took advantage of
historically low interest rates for long-term asset/liability positioning.

CAPITAL. The Company's  stockholders' equity decreased $6.9 million, or 3.1%, to
$214.3 million at March 31, 2003,  from $221.2 million at December 31, 2002. The
decrease in equity was primarily attributable to the repurchase of $12.5 million
of the  Company's  common stock and cash  dividends of $3.0  million,  partially
offset by net income of $6.6  million for the three months ended March 31, 2003,
an increase in the net unrealized gain on securities  available for sale of $1.4
million and the  amortization of stock-based  compensation  and benefit plans of
$590,000.  Book  value and  tangible  book value per share were $7.77 and $7.61,
respectively, at March 31, 2003, compared with $7.78 and $7.62, respectively, at
December 31, 2002, and $7.43 and $7.26, respectively, at March 31, 2002.


                                       10
<PAGE>

The Federal Deposit  Insurance  Corporation  requires that the Bank meet minimum
leverage,  Tier 1 and total risk-based capital requirements.  At March 31, 2003,
the Bank exceeded all regulatory  capital  requirements,  as follows (dollars in
thousands):

<TABLE>
<CAPTION>
                                Required                   Actual
                          ----------------------    ----------------------        Excess of Actual
                                        % of                      % of             Over Regulatory
                            Amount     Assets         Amount     Assets              Requirements
                          ----------- ----------    ----------- ----------     ---------------------
<S>                          <C>          <C>         <C>           <C>               <C>
Leverage Capital             $90,003      4.00%       $183,030      8.13%             $ 93,027
Risk-based Capital:
Tier 1                        43,525      4.00%        183,030     16.82%              139,505
Total                         87,050      8.00%        195,858     18.00%              108,808
</TABLE>

LIQUIDITY  AND CAPITAL  RESOURCES.  The Company's  primary  sources of funds are
deposits;   proceeds  from   principal  and  interest   payments  on  loans  and
mortgage-backed  securities;  sales of  loans,  mortgage-backed  securities  and
investments  available for sale;  maturities or calls of investment  securities;
and advances from the FHLB-NY and other  borrowed  funds.  While  maturities and
scheduled amortization of loans and mortgage-backed securities are a predictable
source  of funds,  deposit  cash  flows and  mortgage  prepayments  are  greatly
influenced by interest rates, competition, and economic conditions.

The most  significant  sources of funds for the first three  months of 2003 were
principal  repayments and  prepayments of loans and  mortgage-backed  securities
totaling $158.5 million and $91.0 million, respectively,  proceeds from sales of
MBS totaling $50.0 million,  new borrowings of $50.0 million,  a net increase in
deposits  totaling $18.1 million,  proceeds from sales,  calls and maturities of
investment securities of $17.7 million and proceeds from sales of mortgage loans
of $13.8 million.  If necessary,  the Company has additional  borrowing capacity
with the FHLB-NY, including an available overnight line of credit of up to $50.0
million. At March 31, 2003, the Company had unpledged investment  securities and
MBS available for sale with a market value of $403.3 million.

The  primary  uses of  funds  for the  first  three  months  of  2003  were  the
origination of loans,  including  loans held for sale,  totaling $182.2 million,
purchases of mortgage-backed  securities totaling $155.9 million,  the repayment
of borrowings of $25.0  million,  purchases of  investment  securities  totaling
$15.6 million and the repurchase of $12.5 million of common stock.

COMPARISON  OF  OPERATING  RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND
2002.

RESULTS OF OPERATIONS.  For the quarter ended March 31, 2003,  basic and diluted
earnings  per share were $0.24.  This  represented  increases  of 8.5% and 8.4%,
respectively, over basic and diluted earnings per share of $0.22 for the quarter
ended March 31,  2002.  Net income for the three  months  ended March 31,  2003,
totaled $6.6 million,  a decrease of $51,000,  or 0.8%,  compared with the first
quarter of 2002.  Annualized  return on average equity increased 55 basis points
to 11.98% for the first  quarter of 2003,  from 11.43% for the  comparable  2002
period.  Annualized  return on  average  assets  was  1.16%  for the March  2003
quarter, compared to 1.22% for the same period in 2002.


                                       11
<PAGE>

 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION
 (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED MARCH 31,
                                               --------------------------------------------------------------------------------
                                                              2003                                     2002
                                               ------------------------------------     ---------------------------------------
                                               Average                     Average      Average                      Average
                                               Balance      Interest     Yield/Cost     Balance        Interest     Yield/Cost
                                               ------------------------------------     ---------------------------------------
<S>                                           <C>          <C>              <C>        <C>            <C>              <C>
ASSETS
  Interest-earning assets:
   Federal funds sold .....................   $   34,354   $      101        1.18%     $   54,362     $      228        1.68%

   Investment securities available for
     sale (1) .............................      131,618        1,644        5.00         137,617          1,931        5.61
   Mortgage-backed securities available
     for sale .............................      771,408        7,843        4.07         641,076          7,562        4.72
                                              ----------   ----------                  ----------     ----------
     Total investments ....................      937,380        9,588        4.09         833,055          9,721        4.67

   Mortgage loans .........................    1,103,789       17,353        6.29       1,128,874         19,160        6.79
   Home equity loans ......................       62,892        1,074        6.83          71,882          1,312        7.30
   Home equity lines of credit ............       48,278          562        4.66          40,604            546        5.38
   Other loans ............................       15,057          204        5.42          19,913            377        7.57
                                              ----------   ----------                  ----------     ----------
     Total loans ..........................    1,230,016       19,193        6.24       1,261,273         21,395        6.79
                                              ----------   ----------                  ----------     ----------
  Total interest-earning assets ...........    2,167,396       28,781        5.31%      2,094,328         31,116        5.94%
  Non-interest earning assets .............       92,927                                   74,389
        Total assets ......................   $2,260,323                               $2,168,717
                                              ==========                               ==========

LIABILITIES AND STOCKHOLDERS'
  EQUITY
  Interest-bearing liabilities:
   NOW and money market accounts ..........   $  491,108   $    1,336        1.09%     $  439,538     $    2,095        1.91%
   Savings accounts .......................      225,574          722        1.28         184,617            838        1.82
   Certificates of deposit ................      595,202        4,180        2.81         647,890          6,074        3.75
                                              ----------   ----------                  ----------     ----------
     Total interest-bearing deposits ......    1,311,884        6,238        1.90       1,272,045          9,007        2.83
   Borrowed funds .........................      601,673        7,532        5.01         556,569          7,076        5.09
                                              ----------   ----------                  ----------     ----------
  Total interest-bearing liabilities ......    1,913,557       13,770        2.88       1,828,614         16,083        3.52
  Non-interest bearing deposits ...........       73,082                                   60,485
  Other liabilities .......................       54,950                                   48,529
                                              ----------                               ----------
        Total liabilities .................    2,041,589                                1,937,628
  Stockholders' equity ....................      218,734                                  231,089
                                              ----------                               ----------
        Total liabilities and stockholders'
            equity ........................   $2,260,323                               $2,168,717
                                                           ----------        ----      ==========     -----------       ----
Net interest income/interest rate spread ..                $   15,011        2.43%                    $   15,033        2.42%
                                                           ==========        ====                     ==========        ====
Net interest-earning assets/net interest
   margin .................................   $  253,839                     2.77%     $  265,714                       2.87%
                                              ==========                     ====      ==========                       ====
Ratio of interest-earning assets
   to interest-bearing liabilities.........         1.13 X                                   1.15 X
                                              ==========                               ==========
</TABLE>

(1) Includes FHLB-NY stock.


                                       12
<PAGE>


INTEREST  INCOME.  Interest  income for the three  months  ended March 31, 2003,
decreased by $2.3 million, or 7.5%, to $28.8 million,  compared to $31.1 million
for the same period in 2002.

Interest on loans  decreased  $2.2 million,  or 10.3%,  to $19.2 million for the
three months ended March 31, 2003, compared to $21.4 million for the same period
in 2002. The average balance of the loan portfolio  decreased $31.3 million,  or
2.5%,  to $1.2 billion for the first  quarter of 2003,  compared  with the first
three months of 2002, as the decline in the  Company's 1-4 family  mortgage loan
portfolio  attributable  to prepayments  was only partially  offset by growth in
non-residential  and  construction  mortgage  lending.  The average yield on the
portfolio  decreased  55 basis  points  to 6.24%  as a  result  of lower  market
interest  rates and the  amortization  of deferred  loan costs  associated  with
mortgage loan prepayments.

Interest on MBS and investment securities,  including Fed funds sold and FHLB-NY
stock, declined $133,000 for the quarter ended March 31, 2003, compared with the
same period in 2002.  The average  balance of the  investment and MBS portfolios
totaled $937.4 million,  with an annualized  yield of 4.09% for the three months
ended March 31, 2003, compared with an average balance of $833.1 million with an
annualized yield of 4.67% for the three months ended March 31, 2002. The decline
in average yield on the investment and MBS portfolios reflects  historically low
market interest rates, as well as the impact of mortgage prepayments on MBS.

The Company remains focused on maintaining  appropriate  balance sheet structure
in the current challenging economic environment. With interest rates at historic
lows, the Company  believes it prudent to maintain an asset  sensitive  interest
rate risk position and to carefully  manage asset  extension  risk.  The Company
does not wish to sacrifice  credit quality or assume undue interest rate risk in
pursuit of short-term earnings enhancement.

INTEREST EXPENSE.  Interest expense  decreased $2.3 million,  or 14.4%, to $13.8
million for the three months ended March 31, 2003, compared to $16.1 million for
the same period in 2002.

Interest expense on deposits  decreased $2.8 million,  or 30.7%, to $6.2 million
for the three months ended March 31, 2003, compared to $9.0 million for the same
period in 2002.  Interest paid on certificates of deposit decreased $1.9 million
as the average cost of certificates  for the three-month  period ended March 31,
2003,  fell 94 basis  points to 2.81%,  compared to 3.75% for the same period in
2002. The average balance of certificates of deposit decreased to $595.2 million
for the three  months  ended March 31,  2003,  from $647.9  million for the same
period in 2002. Interest paid on core deposits decreased $875,000 as the average
cost of  interest-bearing  core deposits the three-months  ended March 31, 2003,
declined  73 basis  points to 1.15%,  compared  to 1.88% for the same  period in
2002. The average  balance of  interest-bearing  core deposits  increased  $92.5
million,  or 14.8%, to $716.7 million for the three months ended March 31, 2003,
from  $624.2  million  for  the  same  period  in  2002.  In  addition,  average
non-interest bearing deposits grew $12.6 million, or 20.8%, to $73.1 million for
the three months ended March 31, 2003, versus the comparable 2002 period.

Interest on borrowed funds for the three months ended March 31, 2003,  increased
$456,000, or 6.4%, to $7.5 million, compared to $7.1 million for the same period
in 2002. The average  balance of borrowed funds for the three months ended March
31, 2003, increased to $601.7 million from $556.6 million for the same period in
2002. The average interest rate paid on borrowed funds declined to 5.01% for the
three months ended March 31,  2003,  compared  with 5.09% for the same period in
2002.

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest income before
provision for loan losses decreased  $22,000,  or 0.2%, to $15.0 million for the
three  months  ended March 31,  2003,  compared to the same period in 2002.  The
decrease  was  due to the  changes  in  interest  income  and  interest  expense
described above.

The  interest  rate spread was 2.43% for the three  months ended March 31, 2003,
compared  with  2.42% for the same  period  in 2002 and  2.43% for the  trailing
quarter.  The net interest  margin  declined to 2.77% for the three months ended
March 31, 2003,  from 2.87% for the same period in 2002 and 2.81% for the fourth
quarter of 2002.  The Company  anticipates  some level of margin  compression to
continue,  particularly  if interest rates fall further in the second quarter of
2003.


                                       13
<PAGE>

PROVISION  FOR LOAN  LOSSES.  The Company  did not record a  provision  for loan
losses  during the quarter  ended March 31,  2003,  compared to $100,000 for the
same  period in 2002,  as a result of a  reduction  in loan  portfolio  size and
improvements in asset quality compared with March 31, 2002.  Provisions for loan
losses are made based on  management's  evaluation of risks inherent in the loan
portfolio,  giving  consideration to on-going credit  evaluations and changes in
the balance  and  composition  of the loan  portfolio.  Total  loans  receivable
increased  slightly to $1.2  billion at March 31, 2003 from  December  31, 2002,
while  non-performing loans declined to $1.4 million at March 31, 2003, compared
with $1.8 million at December  31, 2002 and $1.9 million at March 31, 2002.  The
allowance  for loan losses as a percentage of total loans was 1.04% at March 31,
2003,  compared  with 1.06% and 1.03% at December  31, 2002 and March 31,  2002,
respectively.  In management's opinion, the allowance for loan losses,  totaling
$12.8 million at March 31, 2003,  adequately addresses the risks inherent in the
portfolio.  Management  will  continue to review the need for  additions  to its
allowance for loan losses based upon its quarterly review of the loan portfolio,
the level of delinquencies, and general market and economic conditions.

The following table sets forth ratios  regarding  non-accrual  loans,  and loans
which are 90 days or more  delinquent,  but on which  the  Company  is  accruing
interest at the dates indicated.  The Company discontinues  accruing interest on
delinquent loans when collection of interest is considered  doubtful,  generally
when 90 days or more  delinquent  and when  loan-to-value  ratios exceed 55%, at
which time all accrued but uncollected interest is reversed.

<TABLE>
<CAPTION>
 (dollars in thousands)                                   Mar. 31,  Dec. 31,   Sept. 30,   June 30,    Mar. 31,
                                                           2003       2002       2002        2002       2002
                                                        ------------------------------------------------------
<S>                                                       <C>        <C>        <C>         <C>        <C>
 Non-accrual mortgage loans..........................     $1,082     $1,511     $2,297      $1,875     $1,681
 Non-accrual other loans.............................         43         30          -       5,552          -
                                                        ------------------------------------------------------
    Total non-accrual loans..........................      1,125      1,541      2,297       7,427      1,681
 Loans 90 days or more delinquent and
      still accruing.................................        294        223        440          80        256
                                                        ------------------------------------------------------
 Total non-performing loans..........................      1,419      1,764      2,737       7,507      1,937
 Non-accrual investments (WorldCom, Inc.
      corporate bonds)...............................          -          -        300         300          -
 Total foreclosed real estate, net of related
      allowance......................................          -         72        100           -         42
                                                        ------------------------------------------------------
 Total non-performing assets.........................     $1,419     $1,836     $3,137      $7,807     $1,979
                                                        ======================================================
 Non-performing loans to loans receivable............      0.12%      0.15%      0.22%       0.59%      0.15%
 Non-performing assets to total assets...............      0.06%      0.08%      0.14%       0.35%      0.09%
</TABLE>


NON-INTEREST INCOME.  Non-interest income increased $473,000,  or 24.3%, to $2.4
million for the three  months  ended March 31,  2003,  from $2.0 million for the
same period in 2002.  The first  quarter of 2003  included net gains on sales of
loans and  securities  totaling  $893,000,  compared with $116,000 for the first
quarter of 2002. During the quarter ended March 31, 2003, the Company recognized
gains on the sale of higher coupon mortgage-backed  securities that demonstrated
a  significant   propensity  to  prepay,  as  well  as  several  corporate  debt
obligations  that had  attained  their  price  target.  The  sale of  loans  and
securities  and related gains or losses are dependent on market  conditions,  as
well as the Company's  liquidity  and risk  management  requirements.  Partially
offsetting  this net gain was a decline in fees and service charges of $352,000,
to $888,000 for the first quarter of 2003.  Prior year fees and service  charges
included  approximately  $600,000 in a prepayment  fee  received  upon the early
termination of a $14.9 million commercial real estate loan. Excluding the impact
of this  substantial  prepayment  penalty in 2002,  the net increase in fees and
service  charges in 2003 was  attributable  to  revisions to the  Company's  fee
structure implemented in July 2002, as well as growth in the assessable customer
base.

NON-INTEREST EXPENSE.  Non-interest expense for the three months ended March 31,
2003, increased $513,000, or 7.3%, to $7.6 million, compared to $7.0 million for
the same period in 2002. The increase was primarily  attributable to $347,000 in
increased  compensation  and  benefits  expense  resulting  from  staff and wage
increases, as well as increased healthcare, pension and ESOP costs. In addition,
occupancy  costs grew by $88,000,  compared with the first quarter of 2002, as a
result of the opening of the Somerset  branch in February of 2002 and  increased
snow removal and heating  costs in 2003.  Further,  advertising  expense for the
three months ended March 31, 2003, was $80,000  greater than the comparable 2002
period as a result of several  targeted direct mail and print campaigns aimed at
stimulating core deposit and loan growth. The Company's annualized  non-interest
expense, excluding amortization of core deposit intangibles and distributions on
preferred capital securities,  divided by average assets was 1.22% for the three
months  ended March 31, 2003,  compared  with 1.17% for the same period in 2002.
The Company's  efficiency ratio,  calculated as non-interest  expense (excluding


                                       14
<PAGE>

distributions  on  preferred  capital  securities)  divided  by  the  sum of net
interest income and non-interest  income  (excluding net gains on sales of loans
and  securities),  was 42.8% for the first quarter of 2003,  compared with 38.8%
for the same period in 2002.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

There  have  been  no  material  changes  to  information   required   regarding
quantitative and qualitative  disclosures  about market risk from the end of the
preceding  fiscal  year  to  the  date  of the  most  recent  interim  financial
statements (March 31, 2003).

Item 4.  CONTROLS AND PROCEDURES.

        a.) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
            Christopher  Martin,  the Company's  Chief  Executive  Officer,  and
            Thomas M. Lyons, the Company's Chief Financial Officer, conducted an
            evaluation of the effectiveness of the Company's disclosure controls
            and procedures  (as defined in Rule  13a-14(c)  under the Securities
            Exchange  Act of 1934,  as amended) as of May 13,  2003.  Based upon
            their evaluation,  they each found the Company's disclosure controls
            and procedures were adequate to ensure that information  required to
            be disclosed in the reports that the Company files and submits under
            the Exchange Act is recorded, processed,  summarized and reported as
            and when required.

        b.) CHANGES IN INTERNAL CONTROLS.
            There  were  no  significant  changes  in the  Company's  disclosure
            controls and procedures or internal controls for financial reporting
            or other  factors that could  significantly  affect  those  controls
            subsequent  to  May  13,  2003,   and  the  Company   identified  no
            significant deficiencies or material weaknesses requiring corrective
            action with respect to those controls.

                           PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.
         There are  various  claims  and  lawsuits  in which the  Registrant  is
         periodically  involved incidental to the Registrant's  business. In the
         opinion of  management,  no  material  loss is  expected  from any such
         pending claims and lawsuits.

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.
         None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.
         Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
         None.

Item 5.  OTHER INFORMATION.
         None.


                                       15
<PAGE>

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

        a.)  EXHIBITS

<TABLE>
<CAPTION>
        ------------------------------------------------------------------------------------------
            Exhibit
            Number                               Description                          Reference
        ------------------------------------------------------------------------------------------
             <S>         <C>                                                         <C>
              3.1        Certificate of Incorporation of First Sentinel Bancorp,          *
                         Inc.
              3.2        Bylaws of First Sentinel Bancorp, Inc.                           **
               4         Stock certificate of First Sentinel Bancorp, Inc.                *
              11         Statement re: Computation of per Share Earnings                page 7
              99         Statements furnished pursuant to Section 906 of the         Filed herein
                         Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
        ------------------------------------------------------------------------------------------
</TABLE>

        b.)  REPORTS ON FORM 8-K
             None.

* Previously  filed and  incorporated  herein by  reference to the  Registration
Statement  on Form S-1 and  exhibits  thereto of First  Sentinel  Bancorp,  Inc.
(formerly First Source Bancorp, Inc.), and any amendments or supplements thereto
filed with the SEC on December  19,  1997 and  amended on February 9, 1998,  SEC
File No. 333-42757.

**  Previously  filed and  incorporated  herein by reference to the December 31,
2002 Annual Report on Form 10-K of First Sentinel  Bancorp,  Inc. filed with the
SEC on March 31, 2003, SEC File No. 000-23809.


                                       16
<PAGE>

                                   SIGNATURES

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

                         FIRST SENTINEL BANCORP, INC.

Date:  May 15, 2003                   By: /s/ CHRISTOPHER MARTIN
                                          ----------------------
                                          Christopher Martin
                                          President and Chief Executive Officer

Date:  May 15, 2003                   By: /s/ THOMAS M. LYONS
                                          -------------------
                                          Thomas M. Lyons
                                          Executive Vice President and
                                          Chief Financial Officer






                                       17
<PAGE>

                                  CERTIFICATION

I, Christopher Martin, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of First  Sentinel
     Bancorp, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during the  periods in which this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 15, 2003                        /s/ Christopher Martin
      ------------                        ----------------------
                                          Christopher Martin
                                          President and Chief Executive Officer



                                       18
<PAGE>


                                  CERTIFICATION

I, Thomas M. Lyons, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of First  Sentinel
     Bancorp, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during the  periods in which this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: MAY 15, 2003                                   /s/ Thomas M. Lyons
      ------------                                   -------------------
                                                     Thomas M. Lyons
                                                     Chief Financial Officer