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, 2002

                                       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, 2002
--------------------------------               --------------------------------
          Common Stock                                 30,240,209 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,
          2002 and December 31, 2001                                           3

          Consolidated Statements of Income for the Three Months Ended
          March 31, 2002 and 2001                                              4

          Consolidated Statements of Stockholders' Equity for the Three
          Months Ended March 31, 2002 and 2001                                 5

          Consolidated Statements of Cash Flows for the Three Months Ended
          March 31, 2002 and 2001                                              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           14

PART II.  OTHER INFORMATION                                                   15

          SIGNATURES                                                          16

                                       2
<PAGE>


FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share data) (Unaudited)
                                                          March 31, December 31,
                                                            2002        2001
                                                          --------  ------------

ASSETS
Cash and due from banks.............................     $   36,748  $   33,875
Federal funds sold..................................          3,025      20,000
                                                         ----------  ----------
  Total cash and cash equivalents...................         39,773      53,875
Federal Home Loan Bank of New York (FHLB-NY) stock,
  at cost...........................................         20,890      20,541
Investment securities available for sale............        123,850     107,988
Mortgage-backed securities available for sale.......        692,570     642,716
Loans held for sale, net............................            964       5,467
Loans receivable, net...............................      1,250,241   1,237,312
Interest and dividends receivable...................         12,105      12,039
Premises and equipment, net.........................         15,907      16,014
Core deposit intangibles............................          5,199       5,411
Other assets........................................         32,762      37,556
                                                         ----------  ----------
  Total assets .....................................     $2,194,261  $2,138,919
                                                         ==========  ==========

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

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits.............................................    $1,351,494  $1,315,264
Borrowed funds.......................................       570,778     545,814
Advances by borrowers for taxes and insurance........        10,252       9,735
Other liabilities....................................        11,925      12,979
                                                         ----------  ----------
  Total liabilities..................................     1,944,449   1,883,792
                                                         ----------  ----------
Company-obligated mandatorily redeemable preferred
  capital securities of a subsidiary trust
  holding solely junior subordinated debentures
  of the Company.....................................        25,000      25,000
                                                         ----------  ----------

STOCKHOLDERS' EQUITY
Preferred stock; authorized 10,000,000 shares;
  none issued and outstanding........................            --          --

Common stock, $.01 par value, 85,000,000 shares
  authorized; 43,106,742 and 30,240,209 shares
  issued and outstanding at 3/31/02 and
  43,106,742 and 30,940,117 shares issued and
  outstanding at 12/31/01............................           430         430
Paid-in capital......................................       202,176     201,858
Retained earnings....................................       152,419     148,463
Accumulated other comprehensive income...............         1,516       2,178
Treasury stock (12,779,889 and 12,088,836 shares at
  3/31/02 and 12/31/01, respectively).................     (119,947)   (110,571)
Common stock acquired by the Employee Stock
  Ownership Plan (ESOP)..............................       (10,092)    (10,321)
Common stock acquired by the Recognition and
  Retention Plan (RRP)...............................        (1,690)     (1,910)
                                                         ----------  ----------
  Total stockholders' equity.........................       224,812     230,127
                                                         ----------  ----------
  Total liabilities and stockholders' equity.........    $2,194,261  $2,138,919
                                                         ==========  ==========

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,
                                                      --------------------------
                                                         2002           2001
                                                      -----------    -----------
INTEREST INCOME:
  Loans ..........................................    $    21,395    $    22,462
  Investment and mortgage-backed securities
    available for sale ...........................          9,721         11,808
                                                      -----------    -----------
      Total interest income ......................         31,116         34,270
                                                      -----------    -----------

INTEREST EXPENSE:
  Deposits:
    NOW and money market demand ..................          2,095          2,322
    Savings ......................................            838            893
    Certificates of deposit ......................          6,074          9,165
                                                      -----------    -----------
      Total interest expense - deposits ..........          9,007         12,380
  Borrowed funds .................................          7,076          7,445
                                                      -----------    -----------
      Total interest expense .....................         16,083         19,825
                                                      -----------    -----------
      Net interest income ........................         15,033         14,445
Provision for loan losses ........................            100            200
                                                      -----------    -----------
      Net interest income after provision
        for loan losses ..........................         14,933         14,245
                                                      -----------    -----------

NON-INTEREST INCOME:
  Fees and service charges .......................          1,240            637
  Net gain on sales of loans and securities
    available for sale ...........................            116            259
  Income on Bank Owned Life Insurance (BOLI) .....            415             --
  Other income ...................................            179            107
                                                      -----------    -----------
      Total non-interest income ..................          1,950          1,003
                                                      -----------    -----------

NON-INTEREST EXPENSE:
  Compensation and benefits ......................          3,964          3,868
  Occupancy ......................................            558            579
  Equipment ......................................            438            440
  Advertising ....................................            175            297
  Federal deposit insurance ......................             59             60
  Amortization of core deposit intangibles .......            212            212
  Distributions on preferred capital securities ..            498             --
  General and administrative .....................          1,134          1,084
                                                      -----------    -----------
      Total non-interest expense .................          7,038          6,540
                                                      -----------    -----------

      Income before income tax expense ...........          9,845          8,708

Income tax expense ...............................          3,244          2,792
                                                      -----------    -----------

      Net income .................................    $     6,601    $     5,916
                                                      ===========    ===========

Basic earnings per share .........................    $      0.22    $      0.19
                                                      ===========    ===========

Weighted average shares outstanding - Basic ......     29,459,563     31,110,677
                                                      ===========    ===========

Diluted earnings per share .......................    $      0.22    $      0.19
                                                      ===========    ===========

Weighted average shares outstanding - Diluted ....     30,198,768     31,741,706
                                                      ===========    ===========

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  (Loss) Gain     Stock      by ESOP      By RRP     Equity
                                           ---------------------------------------------------------------------------------------
<S>                                         <C>   <C>         <C>         <C>         <C>         <C>         <C>         <C>
Balance at December 31, 2000 .............  $430  $ 201,264   $ 132,537   $  (8,534)  $ (89,508)  $ (11,238)  $  (2,788)  $ 222,163
Net income for the three months
  ended March 31, 2001 ...................    --         --       5,916          --          --          --          --       5,916
Cash dividends declared ($.075) ..........    --         --      (2,458)         --          --          --          --      (2,458)
Net change in unrealized loss on
  securities available for sale ..........    --         --          --       7,943          --          --          --       7,943
Purchases of treasury stock ..............    --         --          --          --      (7,621)         --          --      (7,621)
Exercise of stock options ................    --         --        (198)         --         343          --          --         145
Tax benefit on stock options and RRP .....    --         80          --          --          --          --          --          80
Purchase and retirement of
  common stock ...........................    --        (56)         --          --          --          --          --         (56)
Amortization of RRP ......................    --         --          --          --          --          --         220         220
ESOP expense .............................    --         51          --          --          --         229          --         280
                                           ----------------------------------------------------------------------------------------

Balance at March 31, 2001 ................  $430  $ 201,339   $ 135,797   $    (591)  $ (96,786)  $ (11,009)  $  (2,568)  $ 226,612
                                           ========================================================================================


Balance at December 31, 2001 .............  $430  $ 201,858   $ 148,463   $   2,178   $(110,571)  $ (10,321)  $  (1,910)  $ 230,127
Net income for the three months
  ended March 31, 2002 ...................    --         --       6,601          --          --          --          --       6,601
Cash dividends declared ($.075) ..........    --         --      (2,320)         --          --          --          --      (2,320)
Net change in unrealized gain on
  securities available for sale ..........    --         --          --        (662)         --          --          --        (662)
Purchases of treasury stock ..............    --         --          --          --      (9,868)         --          --      (9,868)
Exercise of stock options ................    --         --        (325)         --         492          --          --         167
Tax benefit on stock options and RRP .....    --        326          --          --          --          --          --         326
Purchase and retirement of
  common stock ...........................    --       (108)         --          --          --          --          --        (108)
Amortization of RRP ......................    --         --          --          --          --          --         220         220
ESOP expense .............................    --        100          --          --          --         229          --         329
                                           ----------------------------------------------------------------------------------------

Balance at March 31, 2002 ................  $430  $ 202,176   $ 152,419   $   1,516   $(119,947)  $ (10,092)  $  (1,690)  $ 224,812
                                           ========================================================================================
</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,
                                                        -----------------------
                                                           2002          2001
                                                        ---------     ---------
Cash flows from operating activities:
  Net income .......................................    $   6,601     $   5,916
  ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
  Depreciation of premises and equipment ...........          351           341
  Amortization of core deposit intangibles .........          212           212
  ESOP expense .....................................          329           280
  Amortization of RRP ..............................          220           220
  Net amortization of premiums and accretion
    of discounts and deferred fees .................        1,310           385
  Provision for loan losses ........................          100           200
  Loans originated for sale ........................       (6,961)      (14,371)
  Proceeds from sales of mortgage loans
    available for sale .............................       11,492        14,208
  Net gain on sales of loans and securities
    available for sale .............................         (116)         (259)
  (Increase) decrease in interest and
    dividends receivable ...........................          (66)        1,403
  Tax benefit on stock options and RRP .............          326            80
  Decrease in other liabilities ....................         (728)         (558)
  Decrease (increase) in other assets ..............        4,837          (712)
                                                        ---------     ---------
    Net cash provided by operating activities ......       17,907         7,345
                                                        ---------     ---------
Cash flows from investing activities:
  Proceeds from sales/calls/maturities of
    investment securities available for sale .......       10,650        91,811
  Purchases of investment securities
    available for sale .............................      (26,948)      (25,992)
  Purchase of FHLB-NY stock ........................         (349)         (173)
  Proceeds from sales of mortgage-backed
    securities available for sale ..................        9,907       104,516
  Principal payments on mortgage-backed
    securities .....................................       61,704        17,600
  Purchases of mortgage-backed securities
    available for sale .............................     (123,736)     (130,059)
  Principal repayments on loans ....................      191,180        72,252
  Origination of loans .............................     (190,170)      (70,410)
  Purchases of mortgage loans ......................      (13,585)         (136)
  Proceeds from sale of real estate owned ..........           --           434
  Purchases of premises and equipment ..............         (244)         (274)
                                                        ---------     ---------
    Net cash (used in) provided by
      investing activities .........................      (81,591)       59,569
                                                        ---------     ---------
Cash flows from financing activities:
  Purchase of treasury stock .......................       (9,868)       (7,621)
  Stock options exercised ..........................          167           145
  Cash dividends paid ..............................       (2,320)       (2,458)
  Net increase in deposits .........................       36,230        24,671
  Net increase in short-term borrowed funds ........           --        25,400
  Proceeds from borrowed funds .....................       40,000       125,000
  Repayment of borrowed funds ......................      (15,036)     (175,034)
  Net increase in advances by borrowers for
    taxes and insurance ............................          517           734
  Purchase and retirement of common stock ..........         (108)          (56)
                                                        ---------     ---------
    Net cash provided by (used in)
      financing activities .........................       49,582        (9,219)
                                                        ---------     ---------
    Net (decrease) increase in cash and
      cash equivalents .............................      (14,102)       57,695
Cash and cash equivalents at beginning of period ...       53,875        35,119
                                                        ---------     ---------
Cash and cash equivalents at end of period .........    $  39,773     $  92,814
                                                        =========     =========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest .......................................    $  16,002     $  20,053
    Income taxes ...................................           --           251
  Non cash investing and financing activities
    for the period:
       Transfer of loans to real estate owned ......    $      --     $     177


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 LLC, 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, 2002 and 2001.  The results of  operations  for the three
months ended March 31, 2002, are not necessarily  indicative of results that may
be expected for the entire fiscal year ending  December 31, 2002.  These interim
financial  statements  should be read in conjunction  with the December 31, 2001
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 share data)

                                                    Three Months Ended March 31,
                                                        2002             2001
                                                    -----------      -----------
Net income .......................................  $     6,601      $     5,916
                                                    ===========      ===========

Basic weighted-average common
  shares outstanding .............................   29,459,563       31,110,677
Plus: Dilutive stock options and awards ..........      739,205          631,029
                                                    -----------      -----------
Diluted weighted-average common
  shares outstanding .............................   30,198,768       31,741,706
                                                    ===========      ===========

Net income per common share:
  Basic ..........................................  $      0.22      $      0.19
                                                    ===========      ===========
  Diluted ........................................  $      0.22      $      0.19
                                                    ===========      ===========


(3)  DIVIDENDS

Based upon current  operating  results,  the Company  declared cash dividends of
$0.075 per share on January 31, 2002, payable February 28, 2002, to stockholders
of record on February 15, 2002.

                                       7
<PAGE>


(4)  COMMITMENTS AND CONTINGENCIES

At March 31, 2002, the Company had the following  commitments:  (i) to originate
loans of $69.0  million;  (ii) to purchase  mortgage  loans of  $636,000;  (iii)
unused equity lines of credit of $61.0 million;  (iv) unused commercial lines of
credit  of $8.7  million;  (v)  unused  construction  lines of  credit  of $63.6
million; and (vi) letters of credit outstanding totaling $2.1 million.  Further,
certificates  of deposits,  which are scheduled to mature and/or rollover in one
year or less, totaled $493.6 million at March 31, 2002.

(5)  ALLOWANCE FOR LOAN LOSSES

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

                                                 Three Months Ended March 31,
                                                -------------------------------
                                                        2002               2001
                                                ------------       ------------
Balance at beginning of period                  $     12,932       $     12,341
Provision charged to operations                          100                200
Charge-offs, net of recoveries                             1                 (6)
                                                ------------       ------------
Balance at end of period                        $     13,033       $     12,535
                                                ============       ============


(6)  COMPREHENSIVE  INCOME

Total  comprehensive  income,  consisting  of net  income  and the net change in
unrealized  gain/(loss)  on securities  available for sale, was $5.9 million and
$13.9 million for the three months ended March 31, 2002 and 2001, respectively.

(7)  RECENT ACCOUNTING PRONOUNCEMENTS

On October 3, 2001, the Financial  Accounting  Standards  Board ("FASB")  issued
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 initial adoption of SFAS No. 144 did not have a significant impact
on the Company's consolidated 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. 142,  "Goodwill and Other  Intangible
Assets."  SFAS No.  142  requires  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 of SFAS No. 142.
SFAS No. 142 also requires that intangible  assets with definite useful lives be
amortized  over  their  respective  estimated  useful  lives to their  estimated
residual values, and periodically reviewed for impairment.

The  Company  adopted  the  provisions  of SFAS No. 142 on January 1, 2002.  The
Company  currently has no recorded goodwill and the adoption of SFAS No. 142 did
not  significantly  impact  the  Company's  accounting  for  currently  recorded
intangible assets,  primarily core deposit  intangibles.  At March 31, 2002, the
Company  had  gross  core  deposit  intangibles   totaling  $12.6  million  with
accumulated   amortization  of  $7.4  million.   Amortization  of  core  deposit
intangibles  for the three  months  ended  March 31, 2002 was

                                       8
<PAGE>


$212,000. Annual amortization for the year ended December 31, 2002, and for each
of the subsequent five years is projected to approximate $847,000 per year.

                                       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 the  accounting  principles,  policies or guidelines  and
legislative and regulatory changes.


ASSETS.  Total assets grew $55.3 million from December 31, 2001, to $2.2 billion
at March 31, 2002.  Changes in asset  composition  during the quarter  consisted
primarily  of  increases  in  mortgage-backed  securities  ("MBS"),   investment
securities and loans receivable, partially offset by reductions in cash and cash
equivalents and other assets.

Loans  receivable,  net,  increased $8.4 million from December 31, 2001, to $1.3
billion at March 31, 2002.  Total loan  originations  for the three months ended
March 31,  2002,  were $197.1  million,  compared to $84.8  million for the same
period  in  2001,  and  $148.7  million  for the  trailing  quarter.  Fixed-rate
single-family first mortgage loan originations totaled $59.1 million or 30.0% of
production,  while adjustable-rate  single-family first mortgage loans accounted
for $67.7 million or 34.3% of total  originations  for the first three months of
2002. Also during the first quarter of 2002, commercial real estate,  commercial
and  multi-family  loan  originations  were  $18.7  million,  or 9.5%  of  total
originations,   while   construction   lending,   primarily  for   single-family
developments,  totaled $22.5 million, or 11.4%. During the same period, consumer
loan  originations,  including  home equity loans and credit  lines,  were $29.1
million or 14.8% of total originations. In addition, the Company purchased $13.6
million of primarily adjustable-rate  single-family first mortgage loans through
correspondents during the three months ended March 31, 2002. Purchased loans are
underwritten  internally  and are extended at higher rates than those  currently
offered by the Bank.

Repayment  of  principal on loans  totaled  $191.2  million for the three months
ended March 31, 2002, compared to $72.3 million for the same period in 2001, and
$111.2 million for the trailing  quarter.  Increased  repayments  were primarily
attributable  to increased  refinance  activity  compared  with the three months
ended March 31, 2001.  Such  refinance  activity  began to diminish as the first
quarter  of 2002  concluded,  and the  Company  expects  further  reductions  in
refinancing  as the  economy  improves  and  interest  rates  rise.  Included in
repayments was the early pay-off of a $14.9 million commercial real estate loan.
The Company  recognized a  significant  prepayment  fee on this loan,  discussed
under the Comparison of Operating Results - Non-interest  Income. Loan sales for
the first quarter of 2002 totaled $11.5 million, compared with $14.2 million for
the same period in 2001. The Company  generally sells  fixed-rate,  30-year loan
production as a means of managing  interest rate risk. At March 31, 2002, $668.4
million,  or  approximately  54% of the Company's  mortgage loans had adjustable
interest rates.  Approximately $200.0 million of these adjustable-rate loans are
scheduled to reprice within the next twelve months.

Of the total  loan  portfolio  at March 31,  2002,  1-4  family  mortgage  loans
comprised  70.3%,  home equity loans comprised 8.9%, and commercial real estate,
multi-family and  construction  loans comprised  19.4%.  These  percentages were
affected by the previously  discussed  prepayment of a $14.9 million  commercial
real estate  loan.  The Company  intends to  continue  to  prudently  expand its
non-residential  mortgage lending  activities while maintaining its underwriting
standards and commitment to community-based lending.

While  management  intends to continue  emphasizing  the  origination  of loans,
future  levels  of  loan  originations  and  repayments  will  be  significantly
influenced by external  interest rates and other economic

                                       10
<PAGE>


factors outside of the control of the Company, as well as the Company's interest
rate risk management practices.

MBS available for sale increased  $49.9  million,  or 7.8%, to $692.6 million at
March 31, 2002,  from $642.7  million at December 31, 2001.  Purchases  totaling
$123.7 million exceeded sales and principal repayments of $9.9 million and $61.7
million,  respectively,  for the  three  month  period  ended  March  31,  2002.
Purchases  during  the  quarter  consisted  primarily  of  MBS  issued  by  U.S.
government-sponsored  agencies and included $25.0 million in purchases funded by
borrowings.   At  March   31,   2002,   approximately   62%  of  the   Company's
mortgage-backed securities had adjustable rates.

Investment  securities  available for sale increased $15.9 million, or 14.7%, to
$123.9  million as of March 31, 2002,  from $108.0 million at December 31, 2001.
Purchases of $26.9 million exceeded sales, calls and maturities of $10.6 million
for the three  months  ended  March  31,  2002.  Purchases  during  the  quarter
consisted  primarily  of  debt  securities  issued  by  U.S.   corporations  and
government-sponsored agencies.

Cash and cash equivalents decreased $14.1 million, or 26.2%, to $39.8 million at
March 31, 2002,  from $53.9  million at December 31, 2001,  in order to fund the
previously described growth in loans, MBS and investments.

Other assets decreased $4.8 million,  or 12.8%, to $32.8 million as of March 31,
2002 from $37.6  million at  December  31,  2001.  The  decrease  was  primarily
attributable to current income tax provisions reducing income taxes receivable.


LIABILITIES.  Deposits increased $36.2 million,  or 2.8% from December 31, 2001,
to $1.4  billion at March 31,  2002.  Core  deposits,  consisting  of  checking,
savings  and money  market  accounts,  grew by $52.6  million,  or 8%, to $713.4
million  and  accounted  for 52.8% of total  deposits  at March 31,  2002.  This
compares  with a core/total  deposits  ratio of 50.3% at December 31, 2001,  and
46.4% at March 31, 2001.  Certificates of deposit decreased by $16.4 million, or
2.5%,  compared with year-end 2001,  with decreases  occurring  primarily in the
one-year and shorter  maturity  categories.  The Company intends to continue its
efforts  to  build  core   relationships  and  shift  the  deposit  mix  out  of
certificates of deposit.

Borrowed funds increased $25.0 million,  or 4.6%, to $570.8 million at March 31,
2002, from $545.8 million at December 31, 2001 in order to fund MBS purchases.

CAPITAL. The Company's  stockholders' equity decreased $5.3 million, or 2.3%, to
$224.8 million at March 31, 2002,  from $230.1 million at December 31, 2001. The
change in equity was  attributable  to net income of $6.6  million for the three
months ended March 31, 2002, the  amortization of stock-based  compensation  and
benefit  plans and  related tax  benefits of  $875,000,  and  proceeds  from the
exercise of stock options totaling $167,000,  partially offset by the repurchase
of $10.0 million of the Company's common stock,  cash dividends of $2.3 million,
and a decrease in the net  unrealized  gain on securities  available for sale of
$662,000.

The Federal Deposit  Insurance  Corporation  requires that the Bank meet minimum
leverage,  Tier 1 and total risk-based capital requirements.  At March 31, 2002,
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       $85,976   4.00%   $197,079    9.17%          $111,103
Risk-based Capital:
Tier 1                  43,179   4.00%    197,079   18.26%           153,900
Total                   86,358   8.00%    210,112   19.46%           123,754

LIQUIDITY  AND CAPITAL  RESOURCES.  The Company's  primary  sources of funds are
deposits;   proceeds  from   principal  and  interest   payments  on  loans  and
mortgage-backed

                                       11
<PAGE>


securities; sales of loans, mortgage-backed securities and investments available
for sale;  maturities or calls of investment  securities;  and advances from the
FHLB-NY and other borrowed funds. While maturities and scheduled amortization of
loans and mortgage-backed  securities are a predictable source of funds, deposit
cash flows and mortgage  prepayments  are greatly  influenced by interest rates,
competition, and economic conditions.

The most  significant  sources of funds for the first three  months of 2002 were
principal  repayments and  prepayments of loans and  mortgage-backed  securities
totaling $191.2 million and $61.7 million, respectively, new borrowings of $40.0
million, a net increase in deposits totaling $36.2 million,  proceeds from sales
of mortgage loans of $11.5 million, proceeds from sales, calls and maturities of
investment  securities  of $10.7 million and proceeds from sales of MBS totaling
$9.9 million. If necessary,  the Company has additional  borrowing capacity with
the  FHLB-NY,  including an  available  overnight  line of credit of up to $50.0
million. At March 31, 2002, the Company had unpledged investment  securities and
MBS available for sale with a market value of $379.4 million.

The primary  investing  activities  of the Company for the first three months of
2002 were the  origination  of loans,  including  loans held for sale,  totaling
$197.1 million,  purchases of mortgage-backed securities totaling $123.7 million
and purchases of investment securities totaling $26.9 million. Other significant
uses of funds during the three months ended March 31, 2002,  were the  repayment
of borrowings of $15.0 million, purchases of $13.6 million of mortgage loans and
the repurchase of $10.0 million of common stock.


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2002
AND 2001.

RESULTS OF OPERATIONS.  For the quarter ended March 31, 2002,  basic and diluted
earnings per share were $0.22.  This  represented  increases of 17.8% and 17.3%,
respectively, over basic and diluted earnings per share of $0.19 for the quarter
ended March 31,  2001.  Net income for the three  months  ended March 31,  2002,
totaled $6.6 million, an increase of $685,000, or 11.6%, compared with the first
quarter of 2001.  Annualized return on average equity increased 101 basis points
to 11.43% for the first  quarter of 2002,  from 10.42% for the  comparable  2001
period,  as the Company  continued to leverage its capital through internal loan
growth,  share  repurchases  and cash  dividends.  Annualized  return on average
assets  was 1.22% for the March  2002  quarter,  compared  to 1.20% for the same
period in 2001.

INTEREST  INCOME.  Interest  income for the three  months  ended March 31, 2002,
decreased by $3.2 million, or 9.2%, to $31.1 million,  compared to $34.3 million
for the same period in 2001.

Interest on loans  decreased  $1.1  million,  or 4.8%,  to $21.4 million for the
three months ended March 31, 2002, compared to $22.5 million for the same period
in 2001. The average balance of the loan portfolio  increased $70.4 million,  or
5.9%,  to $1.3 billion for the first  quarter of 2002,  compared  with the first
three  months of 2001,  while the average  yield on the  portfolio  decreased 75
basis points to 6.79%.

Interest on MBS and investment securities,  including Fed funds sold and FHLB-NY
stock, declined $2.1 million for the quarter ended March 31, 2002, compared with
the  same  period  in  2001.  The  average  balance  of the  investment  and MBS
portfolios  totaled $833.1  million,  with an annualized  yield of 4.67% for the
three months ended March 31, 2002,  compared  with an average  balance of $737.8
million with an  annualized  yield of 6.40% for the three months ended March 31,
2001.   The  reduced   yield  was   largely   attributable   to  the   Company's
higher-than-normal  liquidity  position during the first quarter of 2002, as the
level of  prepayments  on loans and MBS  resulted  in an increase in the average
balance of Fed funds sold to $54.4 million with an average  yield of 1.68%.  Fed
funds  sold  at the end of the  quarter  totaled  $3.0  million  as the  Company
deployed the excess liquidity.

INTEREST EXPENSE.  Interest expense  decreased $3.7 million,  or 18.9%, to $16.1
million for the three months ended March 31, 2002, compared to $19.8 million for
the same period in 2001.

Interest expense on deposits  decreased $3.4 million,  or 27.3%, to $9.0 million
for the three  months ended March 31,  2002,  compared to $12.4  million for the
same period in 2001.  Interest paid on  certificates  of

                                       12
<PAGE>


deposit  decreased  $3.1  million as the average  cost of  certificates  for the
three-month  period  ended  March  31,  2002,  fell 185  basis  points to 3.75%,
compared  to  5.60%  for the  same  period  in  2001.  The  average  balance  of
certificates  of deposit  decreased to $647.9 million for the three months ended
March 31,  2002,  from $655.0  million for the same period in 2001.  The average
interest  cost on all  deposits  for the  three  months  ended  March  31,  2002
decreased  136 basis  points to 2.70%,  from 4.06% for the same  period in 2001.
Average  non-interest  bearing  deposits grew $11.3 million,  or 22.9%, to $60.5
million for the three months ended March 31, 2002,  versus the  comparable  2001
period.

Interest on borrowed funds for the three months ended March 31, 2002,  decreased
$369,000, or 5.0%, to $7.1 million, compared to $7.4 million for the same period
in 2001. The average  balance of borrowed funds for the three months ended March
31, 2002, increased to $556.6 million from $501.0 million for the same period in
2001. The average interest rate paid on borrowed funds declined to 5.09% for the
three months ended March 31,  2002,  compared  with 5.94% for the same period in
2001.

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest income before
provision for loan losses increased $588,000,  or 4.1%, to $15.0 million for the
three months ended March 31, 2002, compared to $14.4 million for the same period
in 2001.  The  increase  was due to the changes in interest  income and interest
expense described above.

The interest rate spread increased to 2.42% for the three months ended March 31,
2002, from 2.36% for the same period in 2001. The increase was due to a decrease
in the average  cost of  interest-bearing  liabilities  to 3.52% for the quarter
ended March 31, 2002, from 4.75% for the same period in 2001,  partially  offset
by an  decrease in the average  yield on  interest-earning  assets to 5.94% from
7.11% for the same respective periods.

The net interest  margin  declined to 2.87% for the three months ended March 31,
2002,  from  3.00% for the same  period in 2001.  The  Company  invested  excess
liquidity  during  the  latter  stages of the  first  quarter  as  market  rates
increased in  anticipation of Federal Reserve action as the economy showed signs
of  improving.  The Company  projects  improvement  in the net  interest  margin
reflecting the  investment of this excess  liquidity and should benefit from its
asset sensitive interest rate risk position when interest rates rise.

PROVISION  FOR LOAN LOSSES.  The  provision for loan losses for the three months
ended March 31, 2002,  decreased  $100,000,  or 50.0%, to $100,000,  compared to
$200,000 for the same period in 2001.  Provisions for loan losses are made based
on  management's  evaluation  of risks  inherent in the loan  portfolio,  giving
consideration  to  on-going  credit  evaluations  and changes in the balance and
composition of the loan portfolio.  Total loans receivable increased slightly to
$1.3  billion at March 31, 2002 from  December 31,  2001,  while  non-performing
loans  remained  stable at $1.9  million at March 31, 2002,  compared  with $1.8
million at December 31, 2001 and $2.0 million at March 31, 2001.  The  allowance
for loan losses as a  percentage  of total loans was 1.03% at March 31, 2002 and
December 31, 2001.  In  management's  opinion,  the  allowance  for loan losses,
totaling  $13.0  million  at March  31,  2002,  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.

                                       13
<PAGE>


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  $42,000 at March 31,  2002,  and  consisted  of one
residential property.

(dollars in thousands)          Mar. 31,  Dec. 31, Sept. 30,  June 30,  Mar. 31,
                                  2002      2001      2001      2001      2001
                                 ----------------------------------------------
Non-accrual mortgage loans       $1,681    $1,787    $1,904    $1,828    $1,922
Non-accrual other loans              --        --        --        --        --
                                 ----------------------------------------------
  Total non-accrual loans         1,681     1,787     1,904     1,828     1,922
Loans 90 days or more delinquent
  and still accruing                256        62       263       413        40
                                 ----------------------------------------------
Total non-performing loans        1,937     1,849     2,167     2,241     1,962
Total foreclosed real estate,
  net of related allowance           42        42        79       531       445
                                 ----------------------------------------------
Total non-performing assets      $1,979    $1,891    $2,246    $2,772    $2,407
                                 ==============================================
Non-performing loans to
  loans receivable                 0.15%     0.15%     0.18%     0.18%     0.16%
Non-performing assets to
  total assets                     0.09%     0.09%     0.11%     0.14%     0.12%

NON-INTEREST INCOME.  Non-interest income increased $947,000,  or 94.4%, to $2.0
million for the three months ended March 31, 2002,  compared to $1.0 million for
the same period in 2001.  The  increase  was  primarily  attributable  to income
totaling $415,000 on BOLI purchased in June 2001, and approximately  $600,000 in
a  prepayment  penalty  received  on the early  termination  of a $14.9  million
commercial real estate loan. Partially offsetting these increases was a decrease
in net gains on sales of loans and securities of $143,000. Net gains on sales of
loans and  securities  were  $116,000 for the three months ended March 31, 2002,
compared  with  $259,000  for the same  period  in 2001.  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.

NON-INTEREST EXPENSE.  Non-interest expense for the three months ended March 31,
2002, increased $498,000, or 7.6%, to $7.0 million, compared to $6.5 million for
the same period in 2001. The increase was primarily  attributable to the accrual
of $498,000 in  distributions on $25.0 million of preferred  capital  securities
issued in November 2001.  Minor increases to compensation  and benefits  expense
and  general  and  administrative   expenses  were  offset  by  a  reduction  in
advertising  costs for the first quarter of 2002 compared with the first quarter
of 2001.  Advertising  expense for the three months ended March 31, 2002 totaled
$175,000 versus $297,000 for the comparable 2001 period.  Certain  non-recurring
expenses related to the Company's 100th Anniversary  Celebration were recognized
in the first quarter of 2001. As a measure of the Company's non-interest expense
control, the Company's annualized  non-interest expense,  excluding amortization
of core deposit  intangibles and distributions on preferred capital  securities,
divided by average  assets was 1.17% for the three  months  ended March 31, 2002
compared with 1.29% for the same period in 2001. The Company's efficiency ratio,
calculated as non-interest expense (excluding distributions on preferred capital
securities)  divided by the sum of net interest income and non-interest  income,
was 38.8% for the first quarter of 2002, compared with 43.1% for the same period
in 2001.


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, 2002).

                                       14
<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.

          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 per Share Earnings        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.

                                       15
<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 14, 2002                        By: JOHN P. MULKERIN
                                               ----------------
                                           John P. Mulkerin
                                           President and Chief Executive Officer


Date:  May 14, 2002                        By: THOMAS M. LYONS
                                               ---------------
                                           Thomas M. Lyons
                                           Senior Vice President and
                                           Chief Financial Officer

                                       16