UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended ............. SEPTEMBER 30, 2001

                                       OR

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

Commission File No.: 000-23809


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

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

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

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

                                 NOT APPLICABLE
       Former Name, Address, and Fiscal year, if changed since last report


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes _X_      No ___.


APPLICABLE ONLY TO CORPORATE ISSUERS

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

               CLASS                         OUTSTANDING AT NOVEMBER 1, 2001
----------------------------------       ---------------------------------------
           Common Stock                             31,228,929 shares

<PAGE>


                          FIRST SENTINEL BANCORP, INC.

                               INDEX TO FORM 10-Q
                                                                          PAGE #
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Consolidated Statements of Financial Condition as of
          September 30, 2001 and December 31, 2000                             3

          Consolidated Statements of Income for the three and
          nine months ended September 30, 2001 and 2000                        4

          Consolidated Statements of Stockholders' Equity for
          the nine months ended September 30, 2001 and 2000                    5

          Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2001 and 2000                                    6

          Notes to Consolidated Financial Statements                           7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           10

Item 3.   Quantitative and Qualitative Disclosure About Market Risk           16

PART II.  OTHER INFORMATION                                                   16

          SIGNATURES                                                          17

                                       2
<PAGE>


FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share data) (Unaudited)

                                                   September 30,   December 31,
                                                       2001           2000
                                                   -------------   ------------

ASSETS
Cash and due from banks .........................  $      26,550   $     14,069
Federal funds sold ..............................         44,100         21,050
                                                   -------------   ------------
     Total cash and cash equivalents ............         70,650         35,119
Federal Home Loan Bank of New York
  (FHLB-NY) stock, at cost ......................         20,417         19,643
Investment securities available for sale ........        106,346        234,970
Mortgage-backed securities available for sale ...        587,574        447,022
Loans available for sale, net ...................          1,285            277
Loans receivable, net ...........................      1,218,722      1,184,525
Interest and dividends receivable ...............         11,668         13,481
Premises and equipment, net .....................         15,475         16,092
Excess of cost over fair value of net
  assets acquired ...............................          5,624          6,259
Other assets ....................................         26,951         11,321
                                                   -------------   ------------
     Total assets ...............................  $   2,064,712   $  1,968,709
                                                   =============   ============
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits ........................................  $   1,294,948   $  1,219,336
Borrowed funds ..................................        515,851        505,955
Advances by borrowers for taxes and insurance ...         10,050          9,154
Other liabilities ...............................         12,192         12,101
                                                   -------------   ------------
    Total liabilities ...........................      1,833,041      1,746,546
                                                   -------------   ------------

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 31,257,679 shares
  issued and outstanding at 9/30/01 and
  43,106,742 and 32,749,994 shares issued and
  outstanding at 12/31/00 .......................            430            430
Paid-in capital .................................        201,581        201,264
Retained earnings ...............................        143,801        132,537
Accumulated other comprehensive income (loss) ...          5,217         (8,534)
Less: Treasury stock (11,775,586 and
      10,288,827 shares at 9/30/2001 and
      12/31/2000, respectively) .................       (106,679)       (89,508)
Common stock acquired by the Employee
  Stock Ownership Plan (ESOP) ...................        (10,550)       (11,238)
Common stock acquired by the Recognition and
  Retention Plan (RRP) ..........................         (2,129)        (2,788)
                                                   -------------   ------------
  Total stockholders' equity ....................        231,671        222,163
                                                   -------------   ------------
  Total liabilities and stockholders' equity ....  $   2,064,712   $  1,968,709
                                                   =============   ============

See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>


FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data) (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three months ended               Nine months ended
                                                                              September 30,                    September 30,
                                                                     -----------------------------    -----------------------------
                                                                          2001            2000             2001            2000
                                                                     -------------   -------------    -------------   -------------
<S>                                                                  <C>             <C>              <C>             <C>
INTEREST INCOME:
  Loans ..........................................................   $      22,518   $      22,033    $      67,450   $      61,709
  Investment and mortgage-backed securities
    available for sale ...........................................          10,802          13,112           33,442          40,456
                                                                     -------------   -------------    -------------   -------------
      Total interest income ......................................          33,320          35,145          100,892         102,165
                                                                     -------------   -------------    -------------   -------------

INTEREST EXPENSE:
  Deposits:
    NOW and money market demand ..................................           2,644           2,374            7,428           7,106
    Savings ......................................................             994             937            2,823           2,820
    Certificates of deposit ......................................           8,264           8,926           26,320          25,584
                                                                     -------------   -------------    -------------   -------------
      Total interest expense - deposits ..........................          11,902          12,237           36,571          35,510
    Borrowed funds ...............................................           6,856           8,611           20,494          22,910
                                                                     -------------   -------------    -------------   -------------
      Total interest expense .....................................          18,758          20,848           57,065          58,420
                                                                     -------------   -------------    -------------   -------------
      Net interest income ........................................          14,562          14,297           43,827          43,745
    Provision for loan losses ....................................             150             393              500           1,179
                                                                     -------------   -------------    -------------   -------------
      Net interest income after provision for loan losses ........          14,412          13,904           43,327          42,566
                                                                     -------------   -------------    -------------   -------------

NON-INTEREST INCOME:
  Fees and service charges .......................................             598             623            1,861           1,753
  Net gain (loss) on sales of loans and securities
    available for sale ...........................................             147            (669)             625            (766)
  Income on Bank Owned Life Insurance ............................             373              --              443              --
    Other income .................................................             261             116              474             522
                                                                     -------------   -------------    -------------   -------------
      Total non-interest income ..................................           1,379              70            3,403           1,509
                                                                     -------------   -------------    -------------   -------------

NON-INTEREST EXPENSE:
  Compensation and benefits ......................................           3,819           3,489           11,483          10,770
  Occupancy ......................................................             562             571            1,701           1,742
  Equipment ......................................................             404             392            1,257           1,254
  Advertising ....................................................             208             188              857             923
  Federal deposit insurance ......................................              59              64              176             195
  Amortization of intangibles ....................................             211             211              635             635
  General and administrative .....................................           1,004             880            3,207           2,860
                                                                     -------------   -------------    -------------   -------------
    Total non-interest expense ...................................           6,267           5,795           19,316          18,379
                                                                     -------------   -------------    -------------   -------------

    Income before income tax expense .............................           9,524           8,179           27,414          25,696

Income tax expense ...............................................           2,955           2,538            8,703           8,523
                                                                     -------------   -------------    -------------   -------------

  Net income .....................................................   $       6,569   $       5,641    $      18,711   $      17,173
                                                                     =============   =============    =============   =============

Basic earnings per share .........................................   $        0.22   $        0.17    $        0.61   $        0.50
                                                                     =============   =============    =============   =============

Weighted average shares outstanding - Basic ......................      29,843,217      32,531,953       30,477,126      34,020,609
                                                                     =============   =============    =============   =============

Diluted earnings per share .......................................   $        0.21   $        0.17    $        0.60   $        0.50
                                                                     =============   =============    =============   =============

Weighted average shares outstanding - Diluted ....................      30,591,551      32,845,734       31,149,629      34,317,027
                                                                     =============   =============    =============   =============
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                          Accumulated
                                                                             Other                  Common    Common       Total
                                                                            Compre-                 Stock      Stock       Stock-
                                           Common    Paid In    Retained    hensive    Treasury    Acquired   Acquired    Holders'
                                            Stock    Capital    Earnings  Income(Loss)   Stock     by ESOP     by RRP      Equity
                                          -----------------------------------------------------------------------------------------
<S>                                       <C>       <C>         <C>         <C>        <C>         <C>        <C>         <C>
Balance at December 31, 1999 ...........  $    431  $ 200,781   $ 117,922   $(17,302)  $ (41,229)  $(12,156)  $  (3,867)  $ 244,580
Net income for the nine months ended
   September 30, 2000 ..................        --         --      17,173         --          --         --          --      17,173
Cash dividends declared ($.18) .........        --         --      (6,072)        --          --         --          --      (6,072)
Net change in unrealized gain/(loss)
  on securities available for sale .....        --         --          --        633          --         --          --         633
Purchases of treasury stock ............        --         --          --         --     (38,931)        --          --     (38,931)
Exercise of stock options ..............        --         --        (112)        --         192         --          --          80
Tax benefit on stock options and RRP ...        --        599          --         --          --         --          --         599
Purchase and retirement of common
  stock ................................        --        (14)         --         --          --         --          --         (14)
Amortization of RRP ....................        --         --          --         --          --         --         860         860
Amortization of ESOP ...................        --         --         (46)        --          --        688          --         642
                                          -----------------------------------------------------------------------------------------

Balance at September 30, 2000 ..........  $    431  $ 201,366   $ 128,865   $(16,669)  $ (79,968)  $(11,468)  $  (3,007)  $ 219,550
                                          =========================================================================================

Balance at December 31, 2000 ...........  $    430  $ 201,264   $ 132,537   $ (8,534)  $ (89,508)  $(11,238)  $  (2,788)  $ 222,163
Net income for the nine months
  ended September 30, 2001 .............        --         --      18,711         --          --         --          --      18,711
Cash dividends declared ($.225) ........        --         --      (7,215)        --          --         --          --      (7,215)
Net change in unrealized gain/(loss)
  on securities available for sale .....        --         --          --     13,751          --         --          --      13,751
Purchases of treasury stock ............        --         --          --         --     (18,324)        --          --     (18,324)
Exercise of stock options ..............        --         --        (232)        --       1,153         --          --         921
Tax benefit on stock options and RRP ...        --        150          --         --          --         --          --         150
Purchase and retirement of common
  stock ................................        --        (56)         --         --          --         --          --         (56)
Amortization of RRP ....................        --         --          --         --          --         --         659         659
Amortization of ESOP ...................        --        223          --         --          --        688          --         911
                                          -----------------------------------------------------------------------------------------

Balance at September 30, 2001 ..........  $    430  $ 201,581   $ 143,801   $  5,217   $(106,679)  $(10,550)  $  (2,129)  $ 231,671
                                          =========================================================================================
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       5
<PAGE>


FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands) (Unaudited)
                                                           Nine months ended
                                                             September 30,
                                                       ------------------------
                                                          2001          2000
                                                       ----------    ----------
Cash flows from operating activities:
  Net income .......................................   $   18,711    $   17,173
  ADJUSTMENTS TO RECONCILE NET INCOME TO NET
    CASH PROVIDED BY OPERATING ACTIVITIES:
  Depreciation of premises and equipment ...........          974         1,043
  Amortization of excess of cost over fair
    value of assets acquired .......................          635           635
  Amortization of ESOP .............................          911           642
  Amortization of RRP ..............................          659           860
  Net amortization of premiums and accretion
    of discounts and deferred fees .................        1,437           273
  Provision for loan losses ........................          500         1,179
  Loans originated for sale ........................      (38,693)       (2,255)
  Proceeds from sales of mortgage loans
    available for sale .............................       37,787         2,248
  Net (gain) loss on sales of loans and
    securities available for sale ..................         (625)          766
  Net (gain) loss on sales of real estate owned ....          (85)           49
  Net loss on sales of premises and equipment ......          102            --
  Decrease (increase) in interest and
    dividends receivable ...........................        1,813          (817)
  Tax benefit on stock options and RRP .............         (150)         (599)
  Increase (decrease) in other liabilities .........          241          (761)
  Decrease in other assets .........................        1,908           717
                                                       ----------    ----------
      Net cash provided by operating activities ....       26,125        21,153
                                                       ----------    ----------
Cash flows from investing activities:
  Proceeds from sales/calls/maturities of
    investment securities available for sale .......      179,940        39,490
  Purchases of investment securities available
    for sale .......................................      (43,326)      (56,730)
  Purchase of FHLB-NY stock ........................         (774)       (1,543)
  Proceeds from sales of mortgage-backed
    securities available for sale ..................      202,623       154,407
  Principal payments on mortgage-backed
    securities .....................................       96,900        71,239
  Purchases of mortgage-backed securities
    available for sale .............................     (427,431)     (130,078)
  Principal repayments on loans ....................      278,717       176,084
  Origination of loans .............................     (299,926)     (254,002)
  Purchases of mortgage loans ......................      (14,153)      (69,331)
  Purchase of Bank Owned Life Insurance ("BOLI") ...      (25,000)           --
  Proceeds from sale of real estate owned ..........          565           306
  Proceeds from sales of premises and equipment ....          186            --
  Purchases of premises and equipment ..............         (645)         (394)
                                                       ----------    ----------
      Net cash used in investing activities ........      (52,324)      (70,552)
                                                       ----------    ----------
Cash flows from financing activities:
  Purchase of treasury stock .......................      (18,324)      (38,931)
  Purchase and retirement of common stock ..........          (56)          (14)
  Stock options exercised ..........................          921            80
  Cash dividends paid ..............................       (7,215)      (11,849)
  Net increase in deposits .........................       75,612           354
  Net increase in short-term borrowed funds ........           --       168,050
  Proceeds from borrowed funds .....................      285,000       296,000
  Repayment of  borrowed funds .....................     (275,104)     (382,011)
  Net increase in advances by borrowers
    for taxes and insurance ........................          896         1,432
                                                       ----------    ----------
      Net cash provided by financing activities ....       61,730        33,111
                                                       ----------    ----------
      Net increase (decrease) in cash and
        cash equivalents ...........................       35,531       (16,288)
Cash and cash equivalents at beginning of period ...       35,119        30,607
                                                       ----------    ----------
Cash and cash equivalents at end of period .........   $   70,650    $   14,319
                                                       ==========    ==========
Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest .......................................   $   58,035    $   58,879
    Income taxes ...................................        6,107         9,350
  Non cash investing and financing activities
    for the period:
    Transfer of loans to real estate owned .........   $      305    $      104

See accompanying notes to the unaudited consolidated financial statements.

                                       6
<PAGE>


                  FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements

(1)  BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles ("GAAP") for interim
financial  information and in conformity with the  instructions to Form 10-Q and
Article 10 of Regulation S-X for First Sentinel Bancorp,  Inc. ("First Sentinel"
or the "Company") and its wholly-owned subsidiaries, First Savings Bank, ("First
Savings" or the "Bank") Pulse Investment,  Inc., Pulse Insurance Services,  Inc.
and Pulse Real  Estate,  Inc.,  and the Bank's  wholly-owned  subsidiaries,  FSB
Financial Corp., and 1000 Woodbridge Center Drive, Inc.

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 and
nine months ended September 30, 2001 and 2000. The results of operations for the
three and nine months ended September 30, 2001, are not  necessarily  indicative
of results that may be expected for the entire  fiscal year ending  December 31,
2001. These interim financial  statements should be read in conjunction with the
December 31, 2000 Annual Report to Stockholders.

(2)  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.  Potential
dilutive common shares are not included in the calculation.

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

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

                                 Three months ended         Nine months ended
                                    September 30,             September 30,
                              ------------------------  ------------------------
                                  2001         2000         2001         2000
                              -----------  -----------  -----------  -----------
Net income .................  $     6,569  $     5,641  $    18,711  $    17,173
                              ===========  ===========  ===========  ===========

Basic weighted-average
  common shares
  outstanding ..............   29,843,217   32,531,953   30,477,126   34,020,609
Plus: Dilutive stock
  options and awards .......      748,334      313,781      672,503      296,418
                              -----------  -----------  -----------  -----------
Diluted weighted-average
  common shares
  outstanding ..............   30,591,551   32,845,734   31,149,629   34,317,027
                              ===========  ===========  ===========  ===========

Net income per common share:
  Basic ....................  $      0.22  $      0.17  $      0.61  $      0.50
                              ===========  ===========  ===========  ===========
  Diluted ..................  $      0.21  $      0.17  $      0.60  $      0.50
                              ===========  ===========  ===========  ===========


(3)  DIVIDENDS

Based upon current  operating  results,  the Company  declared cash dividends of
$0.075 per share on July 24, 2001,  payable August 31, 2001, to  stockholders of
record on August 17, 2001.

                                       7
<PAGE>


(4)  COMMITMENTS AND CONTINGENCIES

At  September  30,  2001,  the Company  had the  following  commitments:  (i) to
originate  loans of  $90.7  million;  (ii) to  purchase  mortgage  loans of $1.5
million;  (iii)  unused  equity  lines of credit of $54.6  million;  (iv) unused
commercial lines of credit of $11.7 million;  (v) unused  construction  lines of
credit of $58.8 million;  and (vi) letters of credit  outstanding  totaling $2.3
million. Further, certificates of deposits, which are scheduled to mature and/or
rollover in one year or less, totaled $544.3 million at September 30, 2001.

(5)  ALLOWANCE FOR LOAN LOSSES

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

                                                          Nine Months Ended
                                                            September 30,
                                                      -------------------------
                                                        2001             2000
                                                      --------         --------
Balance at beginning of period                        $ 12,341         $ 11,004
Provision charged to operations                            500            1,179
Charge offs, net of recoveries                             (34)            (102)
                                                      --------         --------
Balance at end of period                              $ 12,807         $ 12,081
                                                      ========         ========

(6)  COMPREHENSIVE INCOME

Total  comprehensive  income,  consisting  of net  income  and the net change in
unrealized  gain/(loss) on securities  available for sale, was $11.4 million and
$10.8  million  for  the  three  months  ended  September  30,  2001  and  2000,
respectively.   For  the  nine  months  ended   September  30,  2001  and  2000,
comprehensive income totaled $32.5 million and $17.8 million, respectively.

(7)  RECENT ACCOUNTING PRONOUNCEMENTS

On October 3, 2001, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 144,  "Accounting for
the  Impairment or Disposal of Long-Lived  Assets",  which  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
While SFAS No. 144 supersedes  SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of", it retains many
of the fundamental provisions of that Statement.  The Statement is effective for
fiscal years  beginning after December 15, 2001. The Company does not anticipate
that the initial adoption of SFAS No. 144 will have a significant  impact on the
Company's financial statements.

In August,  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which addresses financial accounting and reporting for obligations
associated with the retirement of tangible  long-lived assets and the associated
asset retirement  costs.  SFAS No. 143 requires an enterprise to record the fair
value of an asset retirement obligation as a liability in the period in which it
incurs a legal obligation  associated with the retirement of tangible long-lived
assets.  The  Company is required  to adopt the  provisions  of SFAS No. 143 for
fiscal years beginning after June 15, 2002. The Company does not anticipate that
SFAS No. 143 will  significantly  impact the  Company's  consolidated  financial
statements.

On July 20, 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that
the  purchase  method  of  accounting  be  used  for all  business  combinations
initiated  after  June  30,  2001,  as  well  as all  purchase  method  business
combinations completed after June 30, 2001. SFAS No. 141 also specifies criteria
which intangible assets acquired in a purchase method business  combination must
meet to be  recognized  and  reported  apart  from  goodwill.  SFAS No. 142 will
require that  goodwill and  intangible  assets with  indefinite  useful lives no
longer be amortized,  but instead be tested for  impairment at least annually in
accordance  with the  provisions

                                       8
<PAGE>


of SFAS No. 142.  SFAS No. 142 will also  require  that  intangible  assets with
definite useful lives be amortized over their respective  estimated useful lives
to their estimated  residual  values,  and reviewed for impairment in accordance
with SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of."

SFAS No. 142 requires that goodwill and any intangible assets determined to have
an indefinite useful life that are acquired in a purchase  business  combination
completed  after June 30, 2001,  will not be amortized,  but will continue to be
evaluated for  impairment in accordance  with the  appropriate  pre-SFAS No. 142
accounting  literature.  Goodwill  and  intangible  assets  acquired in business
combinations  completed  before July 1, 2001 will continue to be amortized prior
to the adoption of SFAS No. 142.

The Company  adopted the  provisions of SFAS No. 141 in July,  2001. The initial
adoption of SFAS No. 141 had no impact on the Company's  consolidated  financial
statements.  The Company is required to adopt SFAS No. 142 effective  January 1,
2002.  The Company  currently has no recorded  goodwill and does not  anticipate
that  SFAS No.  142 will  significantly  impact  the  Company's  accounting  for
currently recorded intangible assets, primarily core deposit intangibles.

                                       9
<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  accounting  principles,   policies  or  guidelines  and
legislative and regulatory changes.

ASSETS.  Total assets grew to $2.1 billion at September 30, 2001, an increase of
$96.0 million,  or 4.9%, from December 31, 2000. The change in assets  consisted
primarily of increases in loans receivable,  mortgage-backed  securities ("MBS")
available for sale, cash and cash equivalents and other assets, partially offset
by a decrease in investment securities available for sale.

Net loans  totaled  $1.2 billion at  September  30,  2001,  an increase of $35.2
million,  or 3.0%,  from  December  31,  2000.  Of the total loan  portfolio  at
September 30, 2001, 1-4 family mortgage loans comprised 69.7%, home equity loans
represented 9.2%,  commercial real estate,  multi-family and construction  loans
comprised 19.4%, and other consumer loans accounted for 1.7%.

Total loan  originations  for the nine months ended  September  30,  2001,  were
$338.6  million,  compared  to  $256.3  million  for the  same  period  in 2000.
Fixed-rate,  1-4 family first mortgage loan originations  totaled $69.6 million,
or 20.5% of production,  while adjustable-rate,  1-4 family first mortgage loans
accounted for $81.7 million,  or 24.1%, of total originations for the first nine
months of 2001.  Also  during  the first  nine  months  of 2001,  consumer  loan
originations,  including  home  equity  loans and credit  lines,  totaled  $83.1
million,  or 24.5% of total originations.  During the same period,  construction
lending totaled $56.4 million, or 16.7% of total originations,  while commercial
real  estate,  commercial  and  multi-family  loan  originations  totaled  $47.9
million, or 14.1%. In addition, the Company purchased $14.2 million of primarily
adjustable-rate,  single-family  first  mortgage  loans  through  correspondents
during  the  nine  months  ended   September  30,  2001.   Purchased  loans  are
re-underwritten  by the  Bank  and are  extended  at  rates  higher  than  those
currently offered by the Bank.

Repayment of principal on loans totaled $278.7 million for the nine months ended
September  30,  2001,  compared  to $176.1  million for the same period in 2000.
Mortgage loan refinancing  totaled $47.5 million during the first nine months of
2001,  up from $6.6  million  for the first nine  months of 2000,  as  borrowers
capitalized on the lower  interest rate  environment.  In addition,  the Company
sold $37.7 million of primarily fixed-rate, 1-4 family mortgage loans during the
first nine months of 2001 as part of its on-going  interest rate risk management
process and to provide additional funding for current operations.

Management  has  emphasized  the  origination  of loans in an effort to increase
loans as a  percentage  of  assets.  While  management  intends to  continue  to
actively seek to originate  loans,  the 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 Bank.

MBS available for sale increased $140.6 million,  or 31.4%, to $587.6 million at
September 30, 2001,  from $447.0  million at December 31, 2000. The increase was
primarily  due to  purchases  of MBS  of  $427.4  million  exceeding  sales  and
principal repayments of $202.6 million and $96.9 million,  respectively, for the
nine month period ended  September 30, 2001.  Due to the increased  steepness of
the yield curve, the Company executed several leveraged  securities purchases in
recent months,  acquiring  approximately $138.5

                                       10
<PAGE>


million in MBS which were funded by longer-term borrowings. Leveraged growth has
a positive impact on the Company's net interest  income,  earnings and return on
average equity,  while causing some compression of its net interest margin.  The
Company will continue to evaluate leveraged growth  opportunities in the future,
giving  appropriate   consideration  to  market  conditions  and  balance  sheet
composition.

Other assets  increased  $15.6  million to $27.0  million at September 30, 2001,
from $11.3  million at December 31, 2000.  The increase was primarily due to the
purchase  of $25.0  million of Bank Owned Life  Insurance  ("BOLI")  late in the
second  quarter of 2001.  BOLI provides an attractive  tax-exempt  return to the
Company and is used to fund various  employee  benefit  costs.  This increase in
other  assets was  partially  offset by a reduction  in the  deferred  tax asset
associated with unrealized  securities  losses, as the interest rate environment
continued  to decline  throughout  the first nine months of 2001 and  investment
portfolio market values increased.

Investment  securities available for sale decreased $128.6 million, or 54.7%, to
$106.3  million as of September  30, 2001,  from $235.0  million at December 31,
2000.  For the nine months ended  September  30, 2001,  purchases of  investment
securities  available for sale totaled  $43.3  million,  while sales,  calls and
maturities  totaled $179.9  million.  Lower market  interest rates resulted in a
significant  increase in the  exercise  of call  provisions  on U.S.  government
agency  debt  securities  during the first nine  months of 2001.  Proceeds  from
sales,  calls  and  maturities  were used to fund loan  growth,  purchase  BOLI,
purchase MBS and repurchase the Company's common stock.

LIABILITIES. Total deposits increased $75.6 million, or 6.2%, to $1.3 billion at
September 30, 2001.  This growth was primarily in core  deposits,  consisting of
checking,  savings and money market accounts. These core deposit categories grew
by $60.0 million to $630.4 million, and accounted for 48.7% of total deposits at
September 30, 2001. Certificates of deposit increased by $15.6 million, or 2.4%,
compared with year-end 2000, with most of the increase  occurring in three-month
and six-month maturity certificates.

Borrowed funds  increased $9.9 million,  or 2.0%, to $515.9 million at September
30, 2001, from $506.0 million at December 31, 2000.

CAPITAL. The Company's  stockholders' equity increased $9.5 million, or 4.3%, to
$231.7 million at September 30, 2001,  from $222.2 million at December 31, 2000.
The increase in equity was a result of net income of $18.7  million for the nine
months  ended  September  30,  2001,  an  increase  in net  unrealized  gains on
securities  available for sale of $13.8  million,  the exercise of stock options
and the  amortization of stock-based  compensation and benefit plans and related
tax benefits of $2.6  million.  These  increases  were  partially  offset by the
repurchase  of $18.4 million of the  Company's  common stock and cash  dividends
declared of $7.2 million.  In June 2001, the Company  announced the commencement
of a 5% stock repurchase  program,  the Company's fifth such repurchase  program
since going  public in April 1998.  The Company  repurchased  78,500  shares and
1,617,490 shares, respectively, during the three and nine months ended September
30,  2001,  at an  average  cost per share of $12.05 and  $11.33,  respectively.
Stated and tangible book value per share at September  30, 2001,  were $7.41 and
$7.23, respectively.

The Federal Deposit  Insurance  Corporation  requires that the Bank meet minimum
leverage,  Tier 1 and Total Risk-based  Capital  requirements.  At September 30,
2001, the Bank exceeded all regulatory capital requirements, as follows (dollars
in thousands):

                            Required              Actual
                       ------------------   ------------------  Excess of Actual
                                    % of                 % of    Over Regulatory
                         Amount    Assets    Amount     Assets    Requirements
                       ------------------   ------------------   ---------------

Leverage Capital       $ 80,776     4.00%   $181,227     8.97%       $100,451
Risk-based Capital:
Tier 1                   41,704     4.00%    181,227    17.38%        139,523
Total                    83,407     8.00%    194,034    18.61%        110,627

                                       11
<PAGE>


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
short-term investments;  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 general interest rates,  competition,  and
economic conditions.

The most  significant  sources of funds for the first  nine  months of 2001 were
principal  repayments and prepayments of loans and  mortgage-backed  securities,
totaling  $278.7  million and $96.9  million,  respectively.  As interest  rates
continue to decline,  the Company  anticipates that prepayments on loans and MBS
will continue at an accelerated pace. Other significant sources of funds for the
nine months ended  September 30, 2001, were proceeds from sales of MBS available
for sale  totaling  $202.6  million,  sales and calls of  investment  securities
available  for sale of $179.9  million,  deposit  growth of $75.6  million,  and
proceeds from the sales of mortgage loans totaling $37.8 million.  If necessary,
the Company  has  additional  borrowing  capacity  with  FHLB-NY,  including  an
available  overnight  line of credit of up to $50.0  million.  At September  30,
2001, the Company had unpledged investment securities and MBS available for sale
with a market value of $287.1 million.

The  primary  investing  activities  of the Company for the first nine months of
2001  were the  origination  of loans  totaling  $338.6  million,  purchases  of
mortgage-backed  securities  available for sale  totaling  $427.4  million,  and
purchases of investment  securities  available for sale totaling  $43.3 million.
Other significant uses of funds during the nine months ended September 30, 2001,
were $25.0 million in purchases of BOLI,  $18.4 million in repurchases of common
stock,  $14.2  million in purchases  of mortgage  loans and $7.2 million in cash
dividends paid.


COMPARISON  OF OPERATING  RESULTS FOR THE THREE AND NINE MONTHS ENDED  SEPTEMBER
30, 2001 AND 2000.

RESULTS OF OPERATIONS.  Net income for the three and nine months ended September
30, 2001, totaled $6.6 million and $18.7 million, respectively. This represented
increases of $928,000 and $1.5 million,  or 16.5% and 9.0%,  respectively,  over
net income of $5.6 million and $17.2  million for the  comparable  2000 periods.
For the quarter ended September 30, 2001,  basic and diluted  earnings per share
were $0.22 and $0.21,  respectively,  representing  a 26.9% and 25.0%  increase,
respectively,  over third  quarter 2000 basic and diluted  earnings per share of
$0.17.  For the nine months ended September 30, 2001, basic and diluted earnings
per share  were $0.61 and $0.60,  respectively,  representing  a 21.6% and 20.0%
increase,  respectively,  over basic and diluted earnings per share of $0.50 for
the first nine months of 2000.

Annualized  return on average equity improved to 11.50% and 10.98% for the three
and nine months ended September 30, 2001,  respectively,  from 10.23% and 10.10%
for the comparable 2000 periods.  Annualized  return on average assets was 1.29%
and 1.25% for the three and nine months ended September 30, 2001,  respectively,
compared with 1.14% and 1.17% for the three and nine months ended  September 30,
2000, respectively.

INTEREST INCOME.  Interest income  decreased by $1.8 million,  or 5.2%, and $1.3
million,  or 1.3%,  for the three and nine  months  ended  September  30,  2001,
respectively, compared with the same periods in 2000.

Interest  on loans  increased  $485,000  and  $5.7  million,  or 2.2% and  9.3%,
respectively,  to $22.5  million and $67.5 million for the three and nine months
ended  September  30, 2001,  compared to $22.0 million and $61.7 million for the
same periods in 2000.  The average  balance of the loan  portfolio for the three
month period ended September 30, 2001,  increased $74.4 million to $1.2 billion,
while the average yield on the portfolio decreased to 7.31% for the three months
ended  September 30, 2001,  from 7.61% for the same period in 2000.  The average
balance of the loan  portfolio  for the nine month  period ended  September  30,
2001,  increased $112.6 million to $1.2 billion,  while the average yield on the
portfolio  decreased to 7.42% for the nine months ended September 30, 2001, from
7.48% for the same period in 2000.

                                       12
<PAGE>


Interest on  securities  declined  $2.3 million and $7.0  million,  or 17.6% and
17.3%,  respectively,  to $10.8 million and $33.4 million for the three and nine
months ended  September 30, 2001, as compared to $13.1 million and $40.5 million
for the same periods in 2000. The average balance of the investment,  FHLB stock
and MBS available for sale portfolios totaled $738.4 million, with an annualized
yield of 5.85% for the three months ended  September 30, 2001,  compared with an
average  balance of $815.0  million  with an  annualized  yield of 6.44% for the
three months ended  September 30, 2000. The average  balance of the  investment,
FHLB stock and MBS available for sale portfolios totaled $720.0 million, with an
annualized yield of 6.19% for the nine months ended September 30, 2001, compared
with an average balance of $843.5 million with an annualized  yield of 6.39% for
the nine months ended September 30, 2000.

INTEREST  EXPENSE.  Interest expense decreased $2.1 million to $18.8 million for
the three months ended  September  30, 2001,  compared to $20.8  million for the
same period in 2000.  For the nine months ended  September  30,  2001,  interest
expense  decreased $1.4 million to $57.1  million,  versus $58.4 million for the
comparable 2000 period.

Interest  expense on deposits  decreased  $335,000,  or 2.7%, and increased $1.1
million,  or 3.0%,  to $11.9  million  and $36.6  million for the three and nine
months ended  September  30, 2001,  respectively,  compared to $12.2 million and
$35.5 million for the same  respective  periods in 2000. The  quarter-to-quarter
decrease  is  attributable  to the lower  average  cost of deposits in the third
quarter of 2001 as market  interest rates  significantly  declined from the same
period in 2000. The average cost of interest-bearing  deposits fell to 3.89% for
the quarter ended  September  30, 2001,  from 4.20% for the same period in 2000.
For the quarter ended  September  30, 2001,  average  interest-bearing  deposits
increased  $56.8 million to $1.2  billion,  compared to the same period in 2000.
For the year-to-date,  average interest-bearing deposits increased $27.6 million
to $1.2  billion,  compared to $1.1  billion  for the same  period in 2000.  The
average cost of  interest-bearing  deposits for the nine months ended  September
30, 2001 was 4.07%, compared with 4.05% for the same period last year.

Interest on borrowed  funds for the three and nine months  ended  September  30,
2001, decreased $1.8 million and $2.4 million, or 20.4% and 10.6%, respectively,
to $6.9 million and $20.5  million,  compared to $8.6 million and $22.9  million
for the same  respective  periods in 2000. The average balance of borrowed funds
for the three months ended September 30, 2001, declined to $511.2 million,  from
$541.6  million for the same period in 2000.  The average  interest rate paid on
borrowed funds was 5.36% for the three months ended September 30, 2001, compared
with 6.36% for the same period in 2000.  The average  balance of borrowed  funds
for the nine months ended September 30, 2001,  declined to $486.1 million,  from
$502.6  million for the same period in 2000.  The average  interest rate paid on
borrowed funds was 5.62% for the nine months ended September 30, 2001,  compared
with 6.08% for the same period in 2000.

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest income before
provision  for loan losses  increased  $265,000 and  $82,000,  or 1.9% and 0.2%,
respectively,  to $14.6  million and $43.8 million for the three and nine months
ended  September  30, 2001,  compared to $14.3 million and $43.7 million for the
same periods in 2000. The increase was due to the changes in interest income and
interest expense described above.

The interest rate spread increased 20 basis points to 2.44% for the three months
ended  September 30, 2001,  compared with 2.24% for the same period in 2000. For
the three months ended  September 30, the average  earning asset yield was 6.76%
for  2001 and  7.13%  for  2000,  while  the  average  cost of  interest-bearing
liabilities  declined to 4.32% for 2001 from 4.88% for 2000. For the nine months
ended  September 30, 2001, the interest rate spread  increased nine basis points
to 2.44%  compared with 2.35% for the same period in 2000.  The average  earning
asset yield was 6.96% for the first nine months of 2001, compared with 7.01% for
the first  nine  months  of 2000,  while the  average  cost of  interest-bearing
liabilities was 4.52% and 4.66% for the same respective periods.

The net interest  margin was 2.96% and 3.02% for the three and nine months ended
September  30, 2001,  respectively,  compared with 2.90% and 3.00% for the three
and nine months ended September 30, 2000, respectively.  Net interest margin has
been affected by the purchase of $25.0 million of BOLI in June, 2001,

                                       13
<PAGE>


as well as leveraged  MBS purchases of  approximately  $138.5  million.  Each of
these actions,  while causing net interest margin compression,  enhance earnings
and return on  stockholders'  equity.  The purchase of BOLI  resulted in a $25.0
million  reduction of  interest-earning  assets and an increase in other assets,
and the income  resulting from the increase in cash  surrender  value of BOLI is
reported as non-interest income.

PROVISION FOR LOAN LOSSES.  The provision for loan losses for the three and nine
months ended September 30, 2001,  decreased $243,000 and $679,000,  or 61.8% and
57.6%,  respectively,  to $150,000 and  $500,000,  compared to $393,000 and $1.2
million for the same periods in 2000.  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.  Loans  receivable  totaled $1.2 billion at
September 30, 2001 and December 31, 2000, while non-performing loans declined to
$2.2 million at September 30, 2001,  from $2.4 million at December 31, 2000, and
$2.8  million  at  September  30,  2000.  The  allowance  for loan  losses  as a
percentage  of total  loans  was  1.04% and 1.03% at  September  30,  2001,  and
December 31, 2000, respectively. In management's opinion, the allowance for loan
losses,  totaling $12.8 million at September 30, 2001,  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.  Total  foreclosed
real estate ("REO"),  net,  totaled $79,000 at September 30, 2001, and consisted
of two residential properties, one of which is under contract for sale.


                               Sept. 30, June 30,  Mar. 31,  Dec. 31,  Sept. 30,
(dollars in thousands) ........  2001      2001      2001      2000      2000
                                ------    ------    ------    ------    ------
Non-accrual mortgage loans .... $1,904    $1,828    $1,922    $2,334    $2,620
Non-accrual other loans .......    --        --        --        15        --
                                ------    ------    ------    ------    ------
  Total non-accrual loans .....  1,904     1,828     1,922     2,349     2,620
Loans 90 days or more
  delinquent and
  still accruing ..............    263       413        40        40       166
Restructured loans ............     --        --        --        --        --
                                ------    ------    ------    ------    ------
Total non-performing loans ....  2,167     2,241     1,962     2,389     2,786
Total foreclosed real estate,
  net of related allowance ....     79       531       445       257       215
                                ------    ------    ------    ------    ------
Total non-performing assets ... $2,246    $2,772    $2,407    $2,646    $3,001
                                ======    ======    ======    ======    ======
Non-performing loans to
  loans receivable, net .......   0.18%     0.18%     0.16%     0.20%     0.24%
Non-performing assets
  to total assets .............   0.11%     0.14%     0.12%     0.13%     0.15%

NON-INTEREST INCOME. Non-interest income increased $1.3 million, to $1.4 million
for the three months ended September 30, 2001,  compared to $70,000 for the same
period in 2000.  For the nine months  ended  September  30,  2001,  non-interest
income  totaled $3.4 million,  an increase of $1.9  million,  or 125.5% from the
same period in 2000.  The increase was  primarily  attributable  to net gains on
sales of loans and securities  totaling  $147,000 and $625,000 for the three and
nine months ended  September  30, 2001,  respectively,  compared  with losses of
$669,000 and $766,000 for the  respective  2000 periods.  The sales 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.  In addition,
income resulting from the increase in the cash surrender value of BOLI purchased
in June, 2001, totaled $373,000 and $443,000 for the three and nine months ended
September 30, 2001, respectively.

NON-INTEREST  EXPENSE.  Non-interest expense for the three and nine months ended
September  30,  2001,  increased  $472,000  and  $937,000,  or  8.1%  and  5.1%,
respectively,  to $6.3 million and $19.3  million,  compared to $5.8 million and
$18.4 million for the same periods in 2000.

                                       14
<PAGE>


Compensation  and benefits  increased  $330,000 and $713,000,  or 9.5% and 6.6%,
respectively,  to $3.8  million and $11.5  million for the three and nine months
ended  September  30, 2001,  primarily as a result of increased  healthcare  and
other benefit costs.

General and administrative  expenses  increased $124,000 and $347,000,  or 14.1%
and 12.1%, respectively, to $1.0 million and $3.2 million for the three and nine
months ended  September  30, 2001,  primarily due to increased  legal fees,  MAC
charges, telecommunications expense and costs associated with the implementation
of Internet banking and branch automation initiatives.

The  Company's  annualized  non-interest  expense,   excluding  amortization  of
intangibles,  divided  by  average  assets was 1.19% and 1.25% for the three and
nine months ended September 30, 2001, respectively,  compared to 1.13% and 1.21%
for the three and nine  months  ended  September  30,  2000,  respectively.  The
Company's  efficiency ratio,  calculated as non-interest  expense divided by the
sum of net interest income plus non-interest income, excluding gains on the sale
of loans and securities, was 39.7% and 41.5% for the three and nine months ended
September  30,  2001,  respectively,  compared  with  38.5%  and  39.9%  for the
comparable 2000 periods.

                                       15
<PAGE>


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 (September 30, 2001).


                           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 of such
          pending claims and lawsuits.

Item 2.   CHANGES IN SECURITIES.
          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.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.
          a.)     Exhibits
                  --------

          ----------------------------------------------------------------------
           Exhibit
           Number                     Description                      Reference
          ----------------------------------------------------------------------
             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 Ratios                  Page 7
          ----------------------------------------------------------------------

          b.)  Reports on Form 8 - K
               ---------------------
                       None.

* - Incorporated  herein by reference  into this document from 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.

                                       16
<PAGE>


                                   SIGNATURES

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


                               FIRST SENTINEL BANCORP, INC.




Date:  November 13, 2001       By: JOHN P. MULKERIN
                                   ----------------
                                   John P. Mulkerin
                                   President and Chief Executive Officer


Date:  November 13, 2001       By: CHRISTOPHER MARTIN
                                   ------------------
                                   Christopher Martin
                                   Executive Vice President and Chief Operating
                                   and Financial Officer and Corporate Secretary