UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)
[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)


<TABLE>
<CAPTION>
<S>                                                                                       <C>
                                 DELAWARE                                                        22-3566151
      (State or other jurisdiction of incorporation or organization)                      (IRS Employer I.D. No.)
</TABLE>

               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.

<TABLE>
<CAPTION>
<S>                                                                    <C>
                    CLASS                                              OUTSTANDING AT MAY 1, 2003
----------------------------------------------                ---------------------------------------------
                Common Stock                                               26,599,906 shares
</TABLE>


<PAGE>


                          FIRST SENTINEL BANCORP, INC.

                              INDEX TO FORM 10-Q/A

<TABLE>
<CAPTION>
                                                                                                     PAGE #

<S>             <C>                                                                                     <C>
                EXPLANATORY NOTE                                                                        3

PART I.         FINANCIAL INFORMATION

Item 1.         Financial Statements (Unaudited)

                Consolidated Statements of Financial Condition as of March 31, 2003 (restated)
                and December 31, 2002                                                                   4

                Consolidated Statements of Income (restated) for the Three Months Ended March 31,
                2003 and 2002                                                                           5

                Consolidated Statements of Stockholders' Equity (restated) for the Three Months
                Ended March 31, 2003 and 2002                                                           6

                Consolidated Statements of Cash Flows (restated) for the Three Months Ended March
                31, 2003 and 2002                                                                       7

                Notes to Restated Unaudited Consolidated Financial Statements                           8

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

Item 3.         Quantitative and Qualitative Disclosure About Market Risk                              18

Item 4.         Controls and Procedures                                                                18

PART II.        OTHER INFORMATION                                                                      18

                SIGNATURES                                                                             20
</TABLE>





                                       2
<PAGE>


                                EXPLANATORY NOTE

           The purpose of this  Amendment  No. 1 on Form 10-Q/A to the Quarterly
Report on Form 10-Q of First  Sentinel  Bancorp,  Inc. (the  "Company")  for the
quarter ended March 31, 2003,  which was originally  filed on May 15, 2003, (the
"Original Filing") is to restate the Company's consolidated financial statements
at and for the  three  months  ended  March  31,  2003  and  2002,  and  related
disclosures.

           This Amendment No. 1 amends and restates in their entirety Items 1, 2
and  4 of  Part  I of  the  Original  Filing.  Except  for  financial  statement
information  and  related  disclosures  that  are  specifically  related  to the
restatement,  all information  contained in this report is stated as of the date
of the Original Filing.  This amendment does not otherwise update information in
the Original Filing to reflect facts or events occurring  subsequent to the date
of the Original Filing.


           The Company has restated its consolidated  financial statements as of
and for the three months ended March 31, 2003 and 2002 to conform its accounting
for  First  Savings  Bank's  Directors'  Deferred  Fee Plan in  accordance  with
Emerging  Issues Task Force ("EITF") Issue  No.97-14,  "Accounting  for Deferred
Compensation  Arrangements  Where  Amounts  Earned are Held in a Rabbi Trust and
Invested." Under the Directors' Deferred Fee Plan,  directors may elect to defer
all or part of their  fees and  have  such  amounts  held in a rabbi  trust  and
invested  in  the  Company's   common  stock  or  a  deferred   money   account.
Historically,  the Company  expensed such deferred  directors' fees, but did not
recognize  subsequent changes in the fair value of stock held in the rabbi trust
for the  Directors'  Deferred  Fee  Plan  as  periodic  charges  or  credits  to
compensation  cost  with  a  corresponding  change  in a  deferred  compensation
obligation.  The Company has determined that a deferred compensation  obligation
(liability)  is required to be recognized for the fair value of the common stock
held in the rabbi trust for the  Directors'  Deferred Fee Plan,  with changes in
the fair value of the common stock being recorded as a periodic charge or credit
to compensation cost and the cost of shares held in the rabbi trust treated in a
manner  similarly to treasury  stock.  The  restatements  resulted in net income
being increased by $298,000 and decreased by $200,000 for the three months ended
March 31, 2003 and 2002,  respectively.  The restatements also had the effect of
reducing the number of shares  outstanding for book value and earnings per share
calculations for all periods presented.

           Additional  detail regarding the restatement is included in Note 2 of
the Notes to Restated Unaudited  Consolidated  Financial  Statements included in
Item 1 of Part I of this Amendment No. 1 on Form 10-Q/A.

           The restated unaudited  consolidated financial statements included in
this  Amendment  No. 1 on Form  10-Q/A  should be read in  conjunction  with the
restated consolidated financial statements included in the Company's Form 10-K/A
for the year ended December 31, 2002, which was filed on January 28, 2004.


                                       3
<PAGE>


FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES

--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (RESTATED)
(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                                                                                    35,137                  37,203
                                                                                      ------------------        ----------------
     Total assets ..............................................................      $      2,295,515          $    2,261,479
                                                                                      ==================        ================

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

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                                                                               27,878                  30,643
                                                                                      ------------------        ----------------
     Total liabilities                                                                       2,065,556               2,024,907
                                                                                      ------------------        ----------------
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 26,599,906 shares issued and outstanding at 3/31/03 and
     43,106,742 and 27,444,098 shares issued and outstanding at 12/31/02 .......                   430                     430
Paid-in capital                                                                                205,792                 205,915
Retained earnings                                                                              164,943                 161,453
Accumulated other comprehensive income..........................................                11,221                   9,776
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)
Common stock acquired by the Deferred Directors Fee Plan (DDFP).................                (2,502)                 (2,412)
DDFP Transition Differential....................................................                (7,674)                 (7,674)
                                                                                      ------------------        ----------------
     Total stockholders' equity                                                                204,959                 211,572
                                                                                      ------------------        ----------------
     Total liabilities and stockholders' equity                                       $      2,295,515          $    2,261,479
                                                                                      ==================        ================

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






                                       4
<PAGE>



FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (RESTATED)
(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 ....................................................              3,852                      4,272
  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 ................................................              7,092                      7,346
                                                                                     ---------------           ----------------

     Income before income tax expense ..........................................             10,342                      9,537

Income tax expense .............................................................              3,494                      3,136
                                                                                     ---------------           ----------------
     Net income ................................................................     $        6,848            $         6,401
                                                                                     ===============           ================

Basic earnings per share .......................................................     $         0.26            $          0.22
                                                                                     ===============           ================

Weighted average shares outstanding - Basic ....................................         25,961,314                 28,499,900
                                                                                     ===============           ================

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

Weighted average shares outstanding - Diluted...................................         27,652,037                 30,198,768
                                                                                     ===============           ================


See accompanying notes to the restated unaudited consolidated financial statements.

</TABLE>





                                       5
<PAGE>


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


<TABLE>
<CAPTION>
                                                                       Accumulated
                                                                          Other
                                                                         Compre-      Common       Common                  Common
                                                                         hensive       Stock        Stock                   Stock
                                         Common   Paid-In    Retained     Income     Acquired     Acquired    Treasury    Acquired
                                         Stock    Captial    Earnings     (Loss)      By ESOP      By RRP       Stock      By DDFP
                                      ----------------------------------------------------------------------------------------------

<S>                                       <C>    <C>         <C>          <C>        <C>           <C>        <C>          <C>
Balance at December 31, 2001.........     $430   $204,544    $147,159     $2,178     $(10,321)     $(1,910)   $(110,571)   $(2,132)
   Net income for the three months
     ended March 31, 2002 (restated)        --         --       6,401         --           --           --           --         --
Cash dividends declared ($0.075).....       --         --      (2,270)        --           --           --           --         --
Net change in unrealized gain on
   securities available for sale.....       --         --          --       (662)          --           --           --         --
Purchases of treasury stock..........       --         --          --         --           --           --       (9,868)        --
Increase in cost of DDFP, net .......       --         --          --         --           --           --           --        (36)
Exercise of stock options............       --         --        (325)        --           --           --          492         --
Tax benefit on stock options and
   RRP...............................       --        326          --         --           --           --           --         --
Purchase and retirement of
   common stock......................       --       (108)         --         --           --           --           --         --
Amortization of RRP..................       --         --          --         --           --          220           --         --
ESOP expense.........................       --        100          --         --          229           --           --         --
                                      ----------------------------------------------------------------------------------------------

Balance at March 31, 2002 (restated)      $430   $204,862    $150,965     $1,516     $(10,092)     $(1,690)   $(119,947)   $(2,168)
                                      ==============================================================================================

Balance at December 31, 2002 ........     $430   $205,915    $161,453     $9,776      $(9,404)     $(1,032)   $(145,480)   $(2,412)
Net income for the three months
   ended March 31, 2003 (restated) ..       --         --       6,848         --           --           --           --         --
Cash dividends declared ($0.105).....       --         --     (2,881)         --           --           --           --         --
Net change in unrealized gain on
   securities available for sale.....       --         --          --      1,445           --           --           --         --
Purchases of treasury stock..........       --         --          --         --           --           --      (12,353)        --
Increase in cost of DDFP, net .......       --         --          --         --           --           --           --        (90)
Exercise of stock options............       --        (67)       (477)        --           --           --          549         --
Purchase and retirement of common
   stock.............................       --       (177)         --         --           --           --           --         --
Amortization of RRP..................       --         --          --         --           --          239           --         --
ESOP expense.........................       --        121          --         --          230           --           --         --
                                      ----------------------------------------------------------------------------------------------

Balance at March 31, 2003 (restated)      $430   $205,792    $164,943    $11,221      $(9,174)       $(793)   $(157,284)   $(2,502)
                                      ==============================================================================================
</TABLE>



                                          DDPF          Total
                                       Transition   Stockholders
                                       Differential    Equity
                                      --------------------------
Balance at December 31, 2001.........     $(7,674)    $221,703
   Net income for the three months
     ended March 31, 2002 (restated)           --        6,401
Cash dividends declared ($0.075).....          --       (2,270)
Net change in unrealized gain on
   securities available for sale.....          --         (662)
Purchases of treasury stock..........          --       (9,868)
Increase in cost of DDFP, net .......          --          (36)
Exercise of stock options............          --          167
Tax benefit on stock options and
   RRP...............................          --          326
Purchase and retirement of
   common stock......................          --         (108)
Amortization of RRP..................          --          220
ESOP expense.........................          --          329
                                      -------------------------

Balance at March 31, 2002 (restated)      $(7,674)    $216,202
                                      =========================

Balance at December 31, 2002 ........     $(7,674)    $211,572
Net income for the three months
   ended March 31, 2003 (restated) ..          --        6,848
Cash dividends declared ($0.105).....          --       (2,881)
Net change in unrealized gain on
   securities available for sale.....          --        1,445
Purchases of treasury stock..........          --      (12,353)
Increase in cost of DDFP, net .......          --          (90)
Exercise of stock options............          --            5
Purchase and retirement of common
   stock.............................          --         (177)
Amortization of RRP..................          --          239
ESOP expense.........................          --          351
                                      -------------------------

Balance at March 31, 2003 (restated)      $(7,674)    $204,959
                                      =========================


See accompanying notes to the restated unaudited consolidated financial
statements.



                                       6
<PAGE>

FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED)
(Dollars in thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                 March 31,
                                                                                    ---------------------------------
                                                                                         2003              2002
                                                                                    --------------   ---------------
<S>                                                                                 <C>               <C>
Cash flows from operating activities:
   Net income ..................................................................     $      6,848     $      6,401
   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
   DDFP (credit) expense .......................................................             (459)             308
   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.....................................................            2,012            4,715
                                                                                     -------------    --------------
         Net cash provided by operating activities .............................            2,555           17,893
                                                                                     -------------    --------------
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)
   Increase in cost of DDFP, net................................................              (90)             (36)
   Stock options exercised .....................................................               72              167
   Cash dividends paid .........................................................           (2,881)          (2,270)
   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..............................           27,985           49,596
                                                                                     -------------    --------------
         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               --


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




                                       7
<PAGE>


               FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES

          Notes to Restated Unaudited Consolidated Financial Statements

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF PRESENTATION
The accompanying restated 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 restated interim  financial  statements should be read in conjunction with
the restated  consolidated  financial  statements included in the Company's Form
10-K/A for the year ended  December  31,  2002,  which was filed on January  28,
2004.

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.

(b) 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                                              $   6,848              $   6,401
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                                                       162                    332
                                                           ---------------------    ------------------
Pro forma net income                                                 $   6,841              $   6,212
                                                           =====================    ==================

Net income per common share:
   Basic - as reported                                               $    0.26              $   0.22
                                                           =====================    ==================
   Basic - pro forma                                                      0.26                  0.22
                                                           =====================    ==================
   Diluted - as reported                                                  0.24                  0.22
                                                           =====================    ==================
   Diluted - pro forma                                               $    0.24              $   0.21
                                                           =====================    ==================
</TABLE>





                                       8
<PAGE>


(c) 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 for stock options and RRP shares 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. With respect to the DDFP shares, such shares are included
in diluted  earnings per share and net income is adjusted to eliminate  the DDFP
(credit)  expense if the effect is more  dilutive to do so,  otherwise  the DDFP
(credit)  expense is  included  in net income and the shares are  excluded  from
diluted shares outstanding.

Calculation of Basic and Diluted Earnings Per Share
------------------------------------------------------------------
(dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
                                                              2003                 2002
                                                        ----------------     -----------------
<S>                                                    <C>                   <C>
Net income for basic earnings per share                 $         6,848      $          6,401
DDFP (credit) expense, net of related tax                          (298)                  200
                                                        ---------------      -----------------
Net income for diluted earnings per share               $         6,550      $          6,601
                                                        ===============      =================

Basic weighted-average common shares
     outstanding                                             25,961,344            28,499,900
Plus: Common stock held by DDFP                                 984,244               959,663
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                                                $          0.26      $           0.22
                                                        ===============      =================
   Diluted                                              $          0.24      $           0.22
                                                        ===============      =================
</TABLE>


(2)  RESTATEMENTS

The Company has restated its unaudited  consolidated  financial statements as of
and for the three months ended March 31, 2003 and 2002 to conform its accounting
for the Bank's  Directors'  Deferred Fee Plan in accordance with Emerging Issues
Task Force  ("EITF")  Issue No.  97-14,  "Accounting  for Deferred  Compensation
Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested." Under
the  Directors'  Deferred Fee Plan,  directors may elect to defer all or part of
their  fees and have such  amounts  held in a rabbi  trust and  invested  in the
Company's  common stock or a deferred money account.  Historically,  the Company
expensed such deferred directors' fees, but did not recognize subsequent changes
in the fair value of stock held in the rabbi trust for the  Directors'  Deferred
Fee  Plan  as  periodic   charges  or  credits  to  compensation   cost  with  a
corresponding change in a deferred compensation obligation.

The Company has determined that a deferred compensation  obligation  (liability)
is required to be recognized  for the fair value of the common stock held in the
rabbi trust,  with changes in the fair value of the common stock being  recorded
as a periodic charge or credit to compensation  cost and the cost of shares held
in  the  rabbi  trust  treated  in a  manner  similar  to  treasury  stock.  The
restatements  resulted in net income being  increased by $298,000 and reduced by
$200,000 for the three months ended March 31, 2003 and 2002,  respectively.  The
restatements also had the effect of reducing the number of shares outstanding on
the  consolidated  statements of financial  condition and for earnings per share
calculations for all periods presented. In addition, Notes 1(b) and (c) and Note
6 reflect certain adjustments related to the restatement.





                                       9
<PAGE>


The tables  below  present a summary of the impact of  restating  the  Company's
consolidated statements of income and cash flows for the periods ended March 31,
2003 and 2002 and the Company's  consolidated  statements of financial condition
at March 31, 2003 (dollars in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                        Three months ended March 31
                                                           2003                                             2002
                                        -------------------------------------------      -------------------------------------------
                                            Originally                                      Originally
                                             Reported                Restated                Reported                 Restated
                                        -------------------      ------------------      ------------------      -------------------
<S>                                         <C>                    <C>                    <C>                    <C>
Consolidated Statements of Income:
Compensation and benefits                   $      4,311           $       3,852          $        3,964         $        4,272
Total non-interest expense                         7,551                   7,092                   7,038                  7,346
Income before income tax expense                   9,883                  10,342                   9,845                  9,537
Income tax expense                                 3,333                   3,494                   3,244                  3,136
Net income                                         6,550                   6,848                   6,601                  6,401
Basic earnings per share                    $       0.24           $        0.26          $         0.22         $         0.22
Basic weighted average shares
     outstanding                              26,945,588              25,961,344              29,459,563             28,499,900

<CAPTION>
                                                                        Three months ended March 31
                                                           2003                                             2002
                                        -------------------------------------------      -------------------------------------------
                                            Originally                                      Originally
                                             Reported                Restated                Reported                 Restated
                                        -------------------      ------------------      ------------------      -------------------
<S>                                         <C>                    <C>                    <C>                    <C>
Consolidated Statements of Cash
     Flows:
Net income                                  $      6,550           $       6,848          $        6,601         $        6,401
DDFP (credit) expense                                 --                   (459)                      --                    308
Decrease in other assets                           1,833                   2,012                   4,837                  4,715
Net cash provided by operating                     2,537                   2,555                  17,907                 17,893
     activities
Cash dividends paid                               (2,953)                 (2,881)                 (2,320)                (2,270)
Increase in cost of DDFP, net                         --                     (90)                     --                    (36)
Net cash provided by financing
     activities                             $     28,003           $      27,985          $       49,582         $       49,596
</TABLE>


                                                     At March 31, 2003
                                             Originally
                                              Reported            Restated
                                         -------------------  ------------------
Consolidated Statements of Financial
     Condition:
Other assets                               $         30,853     $        35,137
Total assets                                      2,291,231           2,295,515
Other liabilities                                    14,246              27,878
Total liabilities                                 2,051,924           2,065,556
Paid-in capital                                     203,106             205,792
Retained earnings                                   166,801             164,943
Common stock acquired by DDFP                            --              (2,502)
DDFP transition differential                             --              (7,674)
Total stockholders' equity                          214,307             204,959
Total liabilities and stockholders'
     equity                                $      2,291,231     $     2,295,515




                                       10
<PAGE>


(3)  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.

(4)  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.

(5)  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
                                           ================  ===============

(6)  COMPREHENSIVE  INCOME

Total  comprehensive  income,  consisting  of net  income  and the net change in
unrealized  gain/(loss)  on securities  available for sale, was $8.3 million and
$5.7 million for the three months ended March 31, 2003 and 2002, respectively.







                                       11
<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.

RESTATEMENTS.

The Company has restated its consolidated financial statements as of and for the
three  months  ended March 31, 2003 and 2002 to conform its  accounting  for the
Bank's  Directors'  Deferred Fee Plan in accordance  with  Emerging  Issues Task
Force  ("EITF")  Issue  No.  97-14,   "Accounting   for  Deferred   Compensation
Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested." Under
the  Directors'  Deferred Fee Plan,  directors may elect to defer all or part of
their  fees and have such  amounts  held in a rabbi  trust and  invested  in the
Company's  common stock or a deferred money account.  Historically,  the Company
expensed such deferred directors' fees, but did not recognize subsequent changes
in the fair  value of stock  held in the  rabbi  trust as  periodic  charges  or
credits  to  compensation  cost  with  a  corresponding  change  in  a  deferred
compensation obligation. The Company has determined that a deferred compensation
obligation  (liability)  is required to be recognized  for the fair value of the
common stock held in the rabbi trust for the Director's  Deferred Fee Plan, with
changes in the fair  value of the  common  stock  being  recorded  as a periodic
charge or credit to  compensation  cost and the cost of shares held in the rabbi
trust treated in a manner similar to treasury stock. The  restatements  resulted
in net income  being  increased  by $298,000  and  decreased by $200,000 for the
three months ended March 31, 2003 and 2002, respectively.  The restatements also
had the effect of reducing the number of shares  outstanding  for book value and
earnings  per share  calculations  for all  periods  presented.  For  additional
information  regarding  the  restatements,  see Note 2 of the Notes to  Restated
Unaudited Consolidated Financial Statements included herein.

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/A,  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/A 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



                                       12
<PAGE>

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 $34.0 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,  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.



                                       13
<PAGE>

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 $6.6 million, or 3.1%, to
$205.0 million at March 31, 2003,  from $211.6 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 $2.9  million,  partially
offset by net income of $6.8  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
$505,000.  Book  value and  tangible  book value per share were $7.71 and $7.54,
respectively, at March 31, 2003, compared with $7.71 and $7.54, respectively, at
December 31, 2002, and $7.38 and $7.21, respectively, at March 31, 2002.

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                   $90,088        4.00%          $173,682       7.71%                 $ 83,594
Risk-based Capital:
Tier 1                              43,696        4.00%           173,682      15.90%                  129,986
Total                               87,392        8.00%           186,510      17.07%                   99,118
</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  $0.26  and  $0.24,  respectively.  This  represented
increases of 17.4% 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 $6.8 million,  an increase of $447,000,  or
7.0%,  compared  with the first  quarter of 2002.  Annualized  return on average
equity  increased to 12.80% for the first  quarter of 2003,  from 11.29% for the
comparable  2002 period.  Annualized  return on average assets was 1.21% for the
March 2003 quarter, compared to 1.18% for the same period in 2002.



                                       14
<PAGE>

CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)

The Company has restated its consolidated  financial  statements for the periods
presented in this table. See  Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Restatements.

<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 .............           95,069                                    76,351
        Total assets                              $2,262,465                                $2,170,679
                                                  ==========                                ==========



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                                   61,766                                    54,796
                                                  ----------                                ----------
        Total liabilities                          2,048,405                                 1,943,895
  Stockholders' equity ......................        214,060                                   226,784
                                                  ----------                                ----------
        Total liabilities and stockholders'
            equity ..........................     $2,262,465                                $2,170,679
                                                  ==========     -------      ----          ==========

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 ........             1.13X                                     1.15X
                                                  ==========                                ==========
</TABLE>


(1) Includes FHLB-NY stock.





                                       15
<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.



                                       16
<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)                                              March 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, decreased $254,000, or 3.5%, to $7.1 million, compared to $7.3 million for
the same period in 2002.  Compensation and benefits expense  decreased  $420,000
for the quarter ended March 31, 2003 compared with the same period in 2002.  The
decrease in compensation  and benefits  expense was primarily  attributable to a
credit of  $459,000  resulting  from  changes in the fair value of stock held in
rabbi trust for the DDFP for the quarter  ended March 31, 2003,  compared with a
charge of  $308,000  for the same  period  in 2002.  Partially  offsetting  this
reduction were increases  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


                                       17
<PAGE>

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 1.13% for the three months ended March
31,  2003,  compared  with  1.22%  for the same  period in 2002.  The  Company's
efficiency ratio, calculated as non-interest expense (excluding 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
40.0% for the first quarter of 2003,  compared with 40.6% 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-15(e)  under the  Securities
          Exchange  Act of 1934,  as amended) as of March 31,  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,  and that  information  required  to be  disclosed  is
          accumulated  and  communicated  to them as appropriate to allow timely
          decisions regarding required disclosure.

          In December 2003, the Company  determined  that its accounting for the
          Bank's  Directors'  Deferred  Fee Plan did not conform with EITF Issue
          No. 97-14,  "Accounting for Deferred  Compensation  Arrangements Where
          Amounts  Earned Are Held in Rabbi Trust and  Invested" at the required
          implementation  date  (September 30, 1998).  As described in Note 2 of
          the Notes to  Restated  Unaudited  Consolidated  Financial  Statements
          included in Item 1 of this Form 10-Q/A,  the Company has conformed its
          accounting in  accordance  with EITF Issue No. 97-14 and, as a result,
          has restated its consolidated financial statements as of September 30,
          1998 and for all subsequent periods.

          Due to the  discovery in December  2003 that the  Company's  financial
          statements  did not conform with EITF Issue No. 97-14,  Mr. Martin and
          Mr. Lyons have since determined that the Company's disclosure controls
          and procedures  were not adequate as of March 31, 2003. As part of the
          Company's  disclosure  controls and procedures  over the selection and
          application  of  accounting   principles,   the  Company's  accounting
          officers relied on information  regarding  accounting  developments as
          provided  by the  Company's  independent  auditing  firm,  as  well as
          attendance  at  continuing   education   courses  for  the  accounting
          profession  and  receipt  of  various  accounting  journals  and other
          literature   with  respect  to  the   existence   of  new   accounting
          pronouncements  and their  application to the Company.  These controls
          and procedures  did not result in the Company's  becoming aware of the
          existence of EITF Issue No. 97-14 at the time of its pronouncement, at
          the  time of its  required  implementation  or at any  time  prior  to
          December   2003.   Therefore,   the  Company  was  not  aware  of  its
          applicability to the accounting for the Bank's Directors  Deferred Fee
          Plan.  Mr.  Martin and Mr. Lyons have  concluded  that the  procedures
          described above were not  sufficiently  comprehensive  to identify new
          accounting  developments  required to be incorporated in the Company's
          financial   statements,   resulting  in  the  determination  that  the
          Company's disclosure controls and procedures were not adequate.

     b)   CHANGES IN INTERNAL CONTROLS.

          There were no changes in the Company's internal control over financial
          reporting  during  the  quarter  ending  on March  31,  2003 that have
          materially  affected,  or are reasonably likely to materially  affect,
          the Company's internal control over financial reporting.

          In connection  with the  determination  in December 2003 by Mr. Martin
          and Mr. Lyons that the Company's  disclosure  controls and  procedures
          were not  adequate as of March 31,  2003,  as described in section (a)
          above,  the Company has  enhanced its  procedures  for  educating  its
          financial  officers  with  respect to the  adoption  of new or revised
          accounting principles,  practices and applications. In particular, the
          Company's  Chief  Financial  Officer  will now perform  the  following
          review quarterly:

          1.   Review the American  Institute of Certified  Public  Accountants'
               website  for  any  new,   revisions  to,   interpretation  of  or
               application of any accounting principles.

          2.   Correspond  with  accounting  professionals,  including  but  not
               limited to the Company's  independent auditing firm, to ascertain
               any  changes in  application  of  Generally  Accepted  Accounting
               Principles (GAAP).

          3.   Review the Financial  Accounting Standards Board's (FASB) website
               and  any  available   information  to  acknowledge,   review  and
               interpret any applicable FASB changes,  including changes brought
               about by the EITF.

          4.   Catalog  any and all  correspondence/information  from  America's
               Community Banker's,  Financial Managers Society,  American Banker
               Association,   Independent  Community  Bankers  Association,  New
               Jersey League  (including  the  Accounting and Tax Committee) and
               other financial organizations of any accounting pronouncements or
               interpretations.

          5.   Discuss  with  industry  specialists  any  changes in  accounting
               procedures or GAAP that they may be aware of.

          The  foregoing  quarterly  review  is now  required  by the  Company's
          written  policies  for its  disclosure  controls and  procedures.  The
          results of this review will be reported to the Audit  Committee.  This
          will be in addition to any  communications  made directly to the Audit
          Committee by the Company's independent auditors.

                           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.





                                       18
<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
                   31.1       Certification of Chief Executive Officer                                    Filed herein
                   31.2       Certification of Chief Financial Officer                                    Filed herein
                   32.1       Statement of Chief Executive Officer furnished pursuant to Section 906
                              of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350                   Furnished herein
                   32.2       Statement of Chief Financial Officer furnished pursuant to Section 906
                              of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350                   Furnished herein
==========================================================================================================================
</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.





                                       19
<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:  January 28, 2004         By:   /S/ CHRISTOPHER MARTIN
                                      ----------------------
                                       Christopher Martin
                                       President and Chief Executive Officer

Date:  January 28, 2004         By:   /S/ THOMAS M. LYONS
                                      -------------------
                                       Thomas M. Lyons
                                       Executive Vice President and
                                       Chief Financial Officer








                                       20