UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended            MARCH 31, 2000

                                       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 MAY 1, 2000
      Common Stock                                 35,937,250 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 March
          31, 2000 and December 31, 1999                                       3

          Consolidated Statements of Income for the three months ended
          March 31, 2000 and 1999                                              4

          Consolidated Statements of Stockholders' Equity for the
          three months ended March 31, 2000 and 1999                           5

          Consolidated Statements of Cash Flows for the three months
          ended March 31, 2000 and 1999                                        6

          Notes to Consolidated Financial Statements                           7

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

Item 3.   Quantitative and Qualitative Disclosure About Market Risk           13

PART II.  OTHER INFORMATION                                                   14

          SIGNATURES                                                          15

                                       2
<PAGE>


FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share data) (Unaudited)
                                                       March 31,    December 31,
                                                         2000           1999
                                                      ----------     ----------
ASSETS

Cash and due from banks ..........................    $   21,551     $   11,532
Federal funds sold ...............................            --         19,075
                                                      ----------     ----------
Total cash and cash equivalents ..................        21,551         30,607
Federal Home Loan Bank of New York
  (FHLB-NY) stock, at cost .......................        19,232         18,100
Investment securities available for sale .........       231,956        213,590
Mortgage-backed securities available for sale ....       578,010        575,159
Loans available for sale, net ....................           550             --
Loans receivable, net ............................     1,058,875      1,016,116
Interest and dividends receivable ................        12,485         12,278
Premises and equipment, net ......................        16,233         16,503
Excess of cost over fair value of
  net assets acquired ............................         6,894          7,106
Other assets .....................................        15,314         15,237
                                                      ----------     ----------
     Total assets ................................    $1,961,100     $1,904,696
                                                      ==========     ==========

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

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Deposits .........................................    $1,226,099     $1,213,724
Borrowed funds ...................................       486,000        422,000
Advances by borrowers for taxes and insurance ....         9,111          8,385
Other liabilities ................................        12,166         16,007
                                                      ----------     ----------
     Total liabilities ...........................     1,733,376      1,660,116
                                                      ----------     ----------

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 36,062,250
  shares issued and outstanding at 3/31/00 and
  43,106,742 and 38,443,350 shares issued and
  outstanding at 12/31/99 ........................           431            431
Paid-in capital ..................................       201,355        200,781
Retained earnings ................................       121,247        117,922
Accumulated other comprehensive loss .............       (19,432)       (17,302)
Treasury stock (7,021,916  and 4,628,604 shares
  at March 31, 2000 and December 31, 1999,
  respectively)
                                                         (60,315)       (41,229)
Common stock acquired by the Employee Stock
  Ownership Plan (ESOP) ..........................       (11,927)       (12,156)
Common stock acquired by the Recognition and
  Retention Plan (RRP) ...........................        (3,635)        (3,867)
                                                      ----------     ----------
     Total stockholders' equity ..................       227,724        244,580
                                                      ----------     ----------
     Total liabilities and stockholders' equity ..    $1,961,100     $1,904,696
                                                      ==========     ==========

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)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2000           1999
                                                     -----------    -----------
INTEREST INCOME:

  Loans ..........................................   $    19,184    $    16,195
  Investment and mortgage-backed securities
    available for sale ...........................        13,663         13,749
                                                     -----------    -----------
     Total interest income .......................        32,847         29,944
                                                     -----------    -----------
INTEREST EXPENSE:
 Deposits:
   NOW and money market demand ...................         2,383          2,282
   Savings .......................................           941          1,007
   Certificates of deposit .......................         8,071          8,836
                                                     -----------    -----------
     Total interest expense - deposits ...........        11,395         12,125
  Borrowed funds .................................         6,834          3,787
                                                     -----------    -----------
     Total interest expense ......................        18,229         15,912
                                                     -----------    -----------
     Net interest income .........................        14,618         14,032
Provision for loan losses ........................           393            450
                                                     -----------    -----------
     Net interest income after provision
       for loan losses ...........................        14,225         13,582
                                                     -----------    -----------
NON-INTEREST INCOME:
  Fees and service charges .......................           577            641
  Net (loss) gain on sales of loans and
    securities available for sale ................           (19)           259
  Other income ...................................           180            147
                                                     -----------    -----------
     Total non-interest income ...................           738          1,047
                                                     -----------    -----------
NON-INTEREST EXPENSE:
  Compensation and benefits ......................         3,656          3,345
  Occupancy ......................................           611            544
  Equipment ......................................           424            417
  Advertising ....................................           330            250
  Federal deposit insurance ......................            66            197
  Amortization of intangibles ....................           212            213
  General and administrative .....................         1,032          1,093
                                                     -----------    -----------
     Total non-interest expense ..................         6,331          6,059
                                                     -----------    -----------

     Income before income tax expense ............         8,632          8,570

Income tax expense ...............................         2,896          2,959
                                                     -----------    -----------

     Net income ..................................   $     5,736    $     5,611
                                                     ===========    ===========

Basic earnings per share .........................   $      0.16    $      0.14
                                                     ===========    ===========

Weighted average shares outstanding - Basic ......    35,660,061     40,900,034
                                                     ===========    ===========

Diluted earnings per share .......................   $      0.16    $      0.13
                                                     ===========    ===========

Weighted average shares outstanding - Diluted ....    35,928,375     41,685,895
                                                     ===========    ===========

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, 1998 ..........   $  431   $201,105    $112,601    $ 2,498    $(3,664)   $(13,073)  $   (79)   $299,819
  Net income for the three months
    ended March 31, 1999 ................       --         --       5,611         --         --          --        --       5,611
  Cash dividends declared ($.05) ........       --         --      (2,122)        --         --          --        --      (2,122)
  Net change in unrealized gain/(loss)
    on securities available for sale ....       --         --          --     (1,667)        --          --        --      (1,667)
  Purchases of treasury stock ...........       --         --          --         --     (8,991)         --        --      (8,991)
  Exercise of stock options .............       --          6        (668)        --      1,194          --        --         532
  Transfer of treasury stock to RRP .....       --         --        (656)        --      5,704          --    (5,048)         --
  Amortization of RRP ...................       --         --          --         --         --          --       300         300
  Amortization of ESOP ..................       --        (21)         --         --         --         229        --         208
                                            ---------------------------------------------------------------------------------------

  Balance at March 31, 1999 .............   $  431   $201,090    $114,766    $   831    $(5,757)   $(12,844)  $(4,827)   $293,690
                                            =======================================================================================

  Balance at December 31, 1999 ..........   $  431   $200,781    $117,922   $(17,302)  $(41,229)   $(12,156)  $(3,867)   $244,580
  Net income for the three months
    ended March 31, 2000 ................       --         --       5,736         --         --          --        --       5,736
  Cash dividends declared ($.06) ........       --         --      (2,301)        --         --          --        --      (2,301)
  Net change in unrealized gain/(loss)
    on securities available for sale ....       --         --          --     (2,130)        --          --        --      (2,130)
  Purchases of treasury stock ...........       --         --          --         --    (19,208)         --        --     (19,208)
  Exercise of stock options .............       --         --         (75)        --        122          --        --          47
  Tax benefit on stock options ..........       --        600          --         --         --          --        --         600
  Purchase and retirement of
    common stock ........................       --        (14)         --         --         --          --        --         (14)
  Amortization of RRP ...................       --        (12)         --         --         --          --       232         220
  Amortization of ESOP ..................       --         --         (35)        --         --         229        --         194
                                            ---------------------------------------------------------------------------------------

  Balance at March 31, 2000 .............   $  431   $201,355    $121,247   $(19,432)  $(60,315)   $(11,927)  $(3,635)   $227,724
                                            =======================================================================================
</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)                       Three Months Ended
                                                              March 31,
                                                      -------------------------
                                                         2000           1999
                                                      ----------     ----------
Cash flows from operating activities:
  Net income .....................................    $    5,736     $    5,611
  ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
  Depreciation of premises and equipment .........           348            340
  Amortization of excess of cost over
    fair value of assets acquired ................           212            213
  Amortization of ESOP ...........................           194            208
  Amortization of RRP ............................           232            300
  Net amortization of premiums and
    accretion of discounts and deferred fees .....           420           (701)
  Provision for loan losses ......................           393            450
  Provision for losses on real estate owned ......            --             21
  Loans originated for sale ......................          (680)        (3,379)
  Proceeds from sales of mortgage loans
    available for sale ...........................           120          3,372
  Net loss (gain) on sales of loans and
    securities available for sale ................            19           (259)
  Net (gain) loss on sales of real
    estate owned .................................           (17)             4
  (Increase) decrease in interest and
    dividends receivable .........................          (207)         1,479
  Decrease in other liabilities ..................        (3,253)        (2,614)
  Increase in other assets .......................           627            161
                                                      ----------     ----------
        Net cash provided by operating activities          4,144          5,206
                                                      ----------     ----------
Cash flows from investing activities:
  Proceeds from sales/calls of investment
    securities available for sale ................        16,835         64,463
  Purchases of investment securities available
    for sale .....................................       (35,313)       (37,850)
  Purchase of FHLB-NY stock ......................        (1,132)            --
  Proceeds from sales of mortgage-backed
    securities available for sale ................        21,901         41,206
  Principal payments on mortgage-backed
    securities ...................................        25,294         72,871
  Purchases of mortgage-backed securities
    available for sale ...........................       (53,223)      (147,410)
  Principal repayments on loans ..................        51,034         67,804
  Origination of loans ...........................       (83,806)       (97,021)
  Purchases of mortgage loans ....................       (10,476)        (2,831)
  Proceeds from sale of real estate owned ........           139            987
  Purchases of premises and equipment ............           (78)          (133)
                                                      ----------     ----------
        Net cash used in investing activities ....       (68,825)       (37,914)
                                                      ----------     ----------
Cash flows from financing activities:
  Purchase of treasury stock .....................       (19,208)        (8,991)
  Stock options exercised ........................            33            532
  Cash dividends paid ............................        (2,301)        (2,122)
  Net increase (decrease) in deposits ............        12,375        (11,932)
  Net increase in borrowed funds .................        64,000         50,000
  Net increase in advances by borrowers for
    taxes and insurance ..........................           726            739
                                                      ----------     ----------
        Net cash provided by financing activities         55,625         28,226
                                                      ----------     ----------
        Net decrease in cash and cash equivalents         (9,056)        (4,482)
Cash and cash equivalents at beginning of period .        30,607         37,631
                                                      ----------     ----------
Cash and cash equivalents at end of period .......    $   21,551     $   33,149
                                                      ==========     ==========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
       Interest ..................................    $   17,646     $   15,772
       Income taxes ..............................            --          3,500
  Non cash investing and financing activities
    for the period:
        Transfer of loans to real estate owned ...    $       --     $    1,075

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
months ended March 31, 2000 and 1999.  The results of  operations  for the three
months ended March 31, 2000, are not necessarily  indicative of results that may
be expected for the entire fiscal year ending  December 31, 2000.  These interim
financial  statements  should be read in conjunction  with the December 31, 1999
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.  Common stock
equivalents are not included in the calculation.

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

Calculation of Basic and Diluted Earnings Per Share
---------------------------------------------------
(dollars in thousands, except per share data)
                                                          Three Months Ended
                                                               March 31,
                                                      --------------------------
                                                          2000           1999
                                                      -----------    -----------
Net income                                            $     5,736    $     5,611
                                                      ===========    ===========

Basic weighted-average common shares
      Outstanding                                      35,660,061     40,900,034
Plus: Dilutive stock options and awards                   268,314        785,861
                                                      -----------    -----------
Diluted weighted-average common
      shares outstanding                               35,928,375     41,685,895
                                                      ===========    ===========

Net income per common share:

   Basic                                              $      0.16    $      0.14
                                                      ===========    ===========
   Diluted                                            $      0.16    $      0.13
                                                      ===========    ===========

(3)  DIVIDENDS

Based upon current  operating  results,  the Company  declared cash dividends of
$0.06 per share on January 26, 2000,  payable February 25, 2000, to stockholders
of record on February 11, 2000.

                                       7
<PAGE>


(4)  COMMITMENTS AND CONTINGENCIES

At March 31, 2000, the Company had the following  commitments:  (i) to originate
loans of $101.6 million; (ii) to purchase mortgage loans of $17.2 million; (iii)
unused equity lines of credit of $49.0 million;  (iv) unused commercial lines of
credit  of $7.7  million;  (v)  unused  construction  lines of  credit  of $47.9
million; and (vi) letters of credit outstanding totaling $2.6 million.  Further,
certificates  of deposits,  which are scheduled to mature and/or rollover in one
year or less, totaled $476.3 million at March 31, 2000.

(5)  ALLOWANCE FOR LOAN LOSSES

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

                                                          Three Months Ended
                                                              March 31,
                                                      ----------     ----------
                                                         2000           1999
                                                      ----------     ----------
Balance at beginning of period ...................    $   11,004     $    9,505
Provision charged to operations ..................           393            450
Charge offs, net of recoveries ...................            (7)           (44)
                                                      ----------     ----------
Balance at end of period .........................    $   11,390     $    9,911
                                                      ==========     ==========

(6)  COMPREHENSIVE INCOME

Total  comprehensive  income,  consisting  of net  income  and the net change in
unrealized  gain/(loss)  on securities  available for sale, was $3.6 million and
$3.9 million for the three months ended March 31, 2000 and 1999, respectively.

                                       8
<PAGE>


FIRST SENTINEL BANCORP, INC.

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

GENERAL.

Statements   contained  in  this  report  that  are  not  historical   fact  are
forward-looking  statements,  as that term is defined in the Private  Securities
Litigation  Reform  Act  of  1995.  Such  statements  may  be  characterized  as
management's  intentions,  hopes,  beliefs,  expectations  or predictions of the
future. It is important to note that such forward-looking statements are subject
to risks and uncertainties  that could cause actual results to differ materially
from those  projected  in such  forward-looking  statements.  Factors that could
cause future results to vary materially from current  expectations  include, but
are not limited to, changes in interest rates,  competition by larger  financial
institutions,  deposit and loan growth, changes in the quality or composition of
the Company's loan and investment portfolios,  changes in accounting principles,
policies or  guidelines,  legislative  and  regulatory  changes,  changes in the
economy generally and changes in business conditions in the New Jersey market.

ASSETS. Total assets increased to $2.0 billion at March 31, 2000, an increase of
$56.4 million,  or 3.0% from December 31, 1999.  The change in assets  consisted
primarily of increases in loans receivable,  investment securities available for
sale, and mortgage-backed securities ("MBS") available for sale.

Net loans  increased  $43.3  million,  or 4.3%,  to $1.1 billion as of March 31,
2000, from $1.0 billion at December 31, 1999.  Total loan  originations  for the
three  months ended March 31, 2000,  were $84.5  million,  as compared to $100.4
million for the same period in 1999.  Fixed-rate  single-family  first  mortgage
loan   originations   totaled  $5.8  million  or  6.9%  of   production,   while
adjustable-rate  single-family  first mortgage loans accounted for $37.2 million
or 44.1% of total  originations  for the first three months of 2000. Also during
the first quarter of 2000,  commercial real estate,  commercial and multi-family
loan originations  totaled $10.5 million, or 12.4% of total originations,  while
construction lending,  primarily for single-family  developments,  totaled $17.7
million, or 20.9%. During the same period, consumer loan originations, including
home equity  loans and credit  lines,  totaled  $13.3  million or 15.7% of total
originations.   In   addition,   the   Company   purchased   $10.5   million  of
adjustable-rate single-family first mortgage loans through correspondents during
the three months ended March 31, 2000.  Purchased loans are  re-underwritten  by
the Bank and are  extended  under the same  terms and  conditions  as the Bank's
direct loan originations.  Repayment of principal on loans totaled $51.0 million
for the three months ended March 31, 2000,  as compared to $67.8 million for the
same period in 1999.  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 Company.

Investment  securities  available for sale increased $18.4 million,  or 8.6%, to
$232.0  million as of March 31, 2000 from $213.6  million at December  31, 1999.
The increase was primarily due to purchases of $35.3 million exceeding sales and
calls of $16.8  million for the three  months  ended March 31,  2000.  Purchases
during  the  quarter  consisted  primarily  of debt  securities  issued  by U.S.
corporations and government-sponsored agencies.

MBS available for sale  increased  $2.9 million,  or 0.5%, to $578.0  million at
March 31,  2000,  from $575.2  million at December  31,  1999.  The increase was
primarily  due to  purchases  of $53.2  million  exceeding  sales and  principal
repayments of $21.9 million and $25.3 million, respectively, for the three month
period  ended March 31,  2000.  Purchases  during the quarter  consisted  of MBS
issued by U.S.  government-sponsored  agencies. In addition, the market value of
the MBS  portfolio  decreased  $2.8  million as  interest  rates rose during the
quarter.  Management  expects the market value to recover and has the ability to
carry these securities through various interest rate scenarios.

                                       9
<PAGE>


Partially offsetting these increases,  total cash and cash equivalents decreased
$9.1 million from  December 31, 1999, as liquidity  requirements  related to the
century date change were satisfied.

LIABILITIES. Deposits increased $12.4 million, or 1.0%, to $1.2 billion at March
31,  2000.  Core  deposits,  consisting  of  checking,  savings and money market
accounts,  grew by $12.9  million to $577.1  million and  accounted for 47.1% of
total  deposits  at  March  31,  2000,  up from  46.5%  at  December  31,  1999.
Certificates  of deposit  declined by $555,000  compared with year-end  1999, as
management continued to focus on attracting and retaining core relationships.

Borrowed funds increased $64.0 million, or 15.2%, to $486.0 million at March 31,
2000,  from $422.0  million at December 31, 1999.  The increased  borrowed funds
were used primarily to fund loan  originations.  Advances by borrowers for taxes
and insurance  increased  $726,000,  or 8.7%, to $9.1 million at March 31, 2000,
from $8.4  million at December 31,  1999,  primarily  due to the increase in the
residential loan portfolio.  Other liabilities decreased $3.8 million, or 24.0%,
to $12.2  million at March 31,  2000,  from $16.0  million at December 31, 1999,
primarily  due to decreases in income taxes  payable and various  other  accrual
accounts.

CAPITAL. The Company's stockholders' equity decreased $16.9 million, or 6.9%, to
$227.7 million at March 31, 2000,  from $244.6 million at December 31, 1999. The
primary reasons for the decrease in equity were the purchase of $19.2 million of
treasury  stock,  cash  dividends of $2.3  million,  and the increase in the net
unrealized  loss  on  securities  available  for  sale of  $2.1  million.  These
decreases  were  partially  offset by net income of $5.7  million  for the three
months ended March 31, 2000.

The Federal Deposit  Insurance  Corporation  requires that the Bank meet minimum
leverage,  Tier 1 and total risk-based capital requirements.  At March 31, 2000,
the Bank exceeded all regulatory  capital  requirements,  as follows (dollars in
thousands):

                                Required            Actual         Excess of
                            ----------------   ----------------   Actual Over
                                       % of               % of     Regulatory
                            Amount    Assets   Amount    Assets   Requirements
                            ------    ------   ------    ------   ------------
Leverage Capital           $ 76,388    4.00%  $175,490    9.19%     $ 99,102
Risk-based Capital:
Tier 1                       38,011    4.00%   175,490   18.47%      137,479
Total                        76,023    8.00%   186,880   19.67%      110,857

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, to an increasing extent, 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 2000 were a
net increase in borrowed funds  totaling $64.0 million and principal  repayments
and prepayments of loans and  mortgage-backed  securities totaling $51.0 million
and $25.3  million,  respectively.  Other  significant  sources of funds for the
three months ended March 31, 2000 were sales of MBS  available for sale totaling
$21.9 million,  sales and calls of investment  securities  available for sale of
$16.8 million, and an increase in deposits totaling $12.4 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 March 31, 2000,
the Company had unpledged investment  securities and MBS available for sale with
a market value of $401.7 million.

The primary  investing  activities  of the Company for the first three months of
2000  were the  origination  of  loans  totaling  $84.5  million,  purchases  of
mortgage-backed securities available for sale totaling $53.2

                                       10
<PAGE>


million,  and  purchases of  investment  securities  available for sale totaling
$35.3  million.  Other  significant  uses of funds during the three months ended
March 31,  2000,  were the  repurchase  of $19.2  million  of  common  stock and
purchases of $10.5 million of mortgage loans.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2000
AND 1999.

RESULTS OF  OPERATIONS.  Net income for the three  months  ended March 31, 2000,
totaled $5.7 million,  with basic and diluted earnings per share of $0.16.  This
represented  an  increase  of  $125,000,  or 2.2%,  over the net  income of $5.6
million, or $0.14/$0.13 basic/diluted earnings per share, respectively,  for the
comparable 1999 period.

INTEREST  INCOME.  Interest  income for the three  months  ended March 31, 2000,
increased  by $2.9  million,  or 9.7%,  to $32.8  million , compared to the same
period in 1999.

Interest on loans  increased  $3.0 million,  or 18.5%,  to $19.2 million for the
three  months ended March 31,  2000,  as compared to $16.2  million for the same
period in 1999.  The average  balance of the loan  portfolio for the three month
period ended March 31, 2000  increased  to $1.0 billion from $887.2  million for
1999, while the average yield on the portfolio  increased to 7.35% for the three
months ended March 31, 2000, from 7.30% for the same period in 1999.

Interest on  securities  declined  $86,000 for the quarter  ended March 31, 2000
compared with the same period in 1999. The average balance of the investment and
MBS available for sale  portfolios  totaled $868.6  million,  with an annualized
yield of 6.29% for the three  months  ended  March 31,  2000,  compared  with an
average  balance of $919.6  million  with an  annualized  yield of 5.98% for the
three months ended March 31, 1999.

INTEREST  EXPENSE.  Interest expense increased $2.3 million to $18.2 million for
the three months ended March 31,  2000,  compared to $15.9  million for the same
period in 1999.

Interest expense on deposits decreased  $730,000,  or 6.0%, to $11.4 million for
the three months ended March 31, 2000, as compared to $12.1 million for the same
period in 1999.  Management  continued to concentrate  its efforts on increasing
the level of core  accounts as a percentage of overall  deposits and  decreasing
reliance  on  higher-costing  certificate  accounts  as a  funding  source.  The
increase  in the  average  balance of NOW and money  market  demand and  savings
accounts, along with the increase in the average balance of non-interest bearing
deposits,  reflects this  strategy.  The average  balance of these core accounts
totaled  $571.5  million for the three months ended March 31, 2000,  compared to
$560.2  million for the same period in 1999.  The average  interest  cost on all
deposits for the three  months ended March 31, 2000  declined 11 basis points to
3.75%,  compared  to 3.86%  for the same  period in 1999.  Non-interest  bearing
accounts  averaged  $46.7  million for the three months ended March 31, 2000, up
from $39.7  million for the  comparable  1999  period.  The  average  balance of
certificates  of deposit  decreased to $642.6 million for the three months ended
March 31,  2000,  from $697.5  million for the same period in 1999.  The average
cost of  certificates  over the  three-month  period ended March 31,  2000,  was
5.02%, compared to 5.07% for the same period in 1999.

Interest on borrowed funds for the three months ended March 31, 2000,  increased
$3.0 million,  or 80.5%, to $6.8 million,  compared to $3.8 million for the same
period in 1999.  The increase in the average  balance of borrowed  funds for the
three months ended March 31, 2000, to $465.6  million,  from $282.2  million for
1999 was  attributable to management's  continuing  strategy to leverage capital
and fund earning asset growth through the use of borrowed funds, where accretive
to  earnings.  This  strategy  is expected to  continue  and  borrowings  can be
expected  to continue to increase  as a  percentage  of total  liabilities.  The
average  interest  rate paid on  borrowed  funds was 5.87% for the three  months
ended March 31, 2000, compared with 5.37% for the same period in 1999.

                                       11
<PAGE>


NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest income before
provision for loan losses increased $586,000,  or 4.2%, to $14.6 million for the
three months ended March 31, 2000, compared to $14.0 million for the same period
in 1999.  The  increase  was due to the changes in interest  income and interest
expense described above.

The interest rate spread increased to 2.41% for the three months ended March 31,
2000,  from  2.39%  for the same  period  in 1999.  The  increase  was due to an
increase  in the  average  yield on  interest-earning  assets  to 6.87%  for the
quarter ended March 31, 2000, from 6.63% for the same period in 1999,  partially
offset by an increase in the average  cost of  interest-bearing  liabilities  to
4.46% from 4.24% for the same respective periods.

The net interest  margin  declined to 3.06% for the three months ended March 31,
2000, from 3.10% for the same period in 1999.  Average  interest-earning  assets
grew to $1.9 billion for the three months  ended March 31, 2000,  compared  with
$1.8 billion for the comparable 1999 period.

PROVISION  FOR LOAN LOSSES.  The  provision for loan losses for the three months
ended March 31, 2000,  decreased  $57,000,  or 12.7%,  to $393,000,  compared to
$450,000 for the same period in 1999.  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,  net of unearned and deferred
income,  increased  $43.7  million for the three months ended March 31, 2000. In
management's opinion, the allowance for loan losses,  totaling $11.4 million, or
1.06% of total loans at March 31, 2000,  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.  Foreclosed  real
estate  ("REO"),  net,  was  $344,000  at March 31, 2000 and  consisted  of four
residential properties, two of which were under contract for sale.

(dollars in thousands)
                                Mar. 31,  Dec. 31,  Sept. 30, June 30,  Mar. 31,
                                  2000      1999      1999      1999       1999
                                ------------------------------------------------
Non-accrual mortgage loans       $2,407    $2,311    $2,251    $2,537    $3,112
Non-accrual other loans              42        45        82        82        94
                                ------------------------------------------------
   Total non-accrual loans        2,449     2,356     2,333     2,619     3,206
Loans 90 days or more delinquent
     and still accruing             410       326       320       224       127
Restructured loans                   --        --        --        --        --
                                ------------------------------------------------
Total non-performing loans        2,859     2,682     2,653     2,843     3,333
Total foreclosed real estate,
     net of related allowance       344       466     1,193     1,422     1,516
                                ------------------------------------------------
Total non-performing assets      $3,203    $3,148    $3,846    $4,265    $4,849
                                 ==============================================
Non-performing loans to
     loans receivable              0.27%     0.26%     0.27%     0.32%     0.37%
Non-performing assets to
     total assets                  0.16%     0.17%     0.20%     0.23%     0.26%

NON-INTEREST  INCOME.  Non-interest  income  decreased  $309,000,  or 29.5%,  to
$738,000 for the three months ended March 31, 2000, compared to $1.0 million for
the same period in 1999.  The decrease was primarily  attributable  to losses on
sales of loans and  securities  totaling  $19,000 for the first quarter of 2000,
compared  with gains of $259,000 for the  comparable  1999  period.  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.

                                       12
<PAGE>


NON-INTEREST EXPENSE.  Non-interest expense for the three months ended March 31,
2000, increased $272,000, or 4.5%, to $6.3 million, compared to $6.1 million for
the same  period  in 1999.  Within  this  category,  compensation  and  benefits
increased  $311,000,  or 9.3%,  to $3.7 million for the three months ended March
31, 2000 as a result of staff additions and cost-of-living  salary  adjustments.
Advertising  expense  increased  $80,000,  or 32.0%,  to $330,000  for the three
months  ended March 31, 2000 as the Company  continued  to  aggressively  pursue
market share growth.  Partially  offsetting  these  increases,  Federal  deposit
insurance  premiums  decreased  $131,000  as a  result  of a  reduction  in  the
assessment rate, and general and administrative  expenses decreased $61,000,  or
5.6%, to $1.0 million for the three months ended March 31, 2000. As a measure of
the  Company's   non-interest   expense   control,   the  Company's   annualized
non-interest expense, excluding goodwill amortization, divided by average assets
was 1.27% for the three months ended March 31, 2000 and the efficiency ratio was
41.2%  for the same  period.  Non-interest  expense  is  expected  to  increase,
however,  during  the  remainder  of 2000 as the  Company  undertakes  a planned
upgrade of branch operations.  The Company is currently interviewing vendors and
evaluating  hardware  and  software  solutions  to  facilitate  teller  platform
automation,  including document  preparation and online signature  verification.
These upgrades are intended to enhance customer service,  streamline the account
opening  process,  reduce  printing  costs and  provide  improved  security  and
research  capabilities.  The Company  anticipates the cost of such upgrades will
approximate $1.5 million, to be amortized over their estimated useful lives.

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, 2000).

                                       13
<PAGE>


                           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.
          The Annual  Meeting of  Stockholders  was held on April 19, 2000.  The
          following proposals were voted on by the stockholders:

                                                            Withhold/    Broker
                                       For        Against    Abstain   Non-Votes
                                       ---        -------   ---------  ---------
1.  Election of directors

    Christopher Martin              30,787,285         --   2,390,201     --
    Keith H. McLaughlin             32,664,341         --     513,145     --
    Philip T. Ruegger, Jr.          32,665,873         --     511,613     --

2.  The ratification of KPMG LLP
    as the  independent auditors
    of the Company  for the year
    ended December 31, 2000.        32,680,514    227,549     269,423     --


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 per Share Earnings      page 7
            27     Financial Data Schedule                             attached
          ======================================================================


          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.

                                       14
<PAGE>


                                   SIGNATURES

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

                                    FIRST SENTINEL BANCORP, INC.

Date:  May 4, 2000                      By: /s/ JOHN P. MULKERIN
                                            ------------------------------------
                                        John P. Mulkerin
                                        President and Chief Executive Officer

Date:  May 4, 2000                      By: /s/ CHRISTOPHER MARTIN
                                            ------------------------------------
                                        Christopher Martin
                                        Executive Vice President and
                                        Chief Operating and Financial Officer
                                        and Corporate Secretary

                                       15