SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                _________________

                                   FORM 10-K
                                _________________

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       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 number 1-10518

                   INTERCHANGE FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

       New Jersey                                           22-2553159
_______________________________                         __________________
(State or other jurisdiction of                         (I.R.S. Employer
incorporation  or organization)                         Identification No.)

Park 80 West/Plaza Two, Saddle Brook, NJ                            07663
________________________________________                          __________
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (201) 703-2265

           Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange on
    Title of Each Class                                which registered
___________________________                        _________________________
Common Stock (no par value)                         American Stock Exchange
                            ________________________

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class
                                 ______________
                                      None

     Indicate  by  checkmark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 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  report) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___


     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The number of outstanding  shares of the Registrant's  common stock, no par
value per share, as of March 20, 2000, was as follows:

   Class                                    Number of Outstanding Shares
____________                                ____________________________
Common Stock
(No par value)                                          6,518,864

     The  aggregate  market value of  Registrant's  voting stock (based upon the
closing trade price on March 20, 2000), held by non-affiliates of the Registrant
was approximately $92,894,000.

Documents incorporated by reference:

Portions of Registrant's  definitive Proxy Statement for the 2000 Annual Meeting
of Stockholders  are incorporated by reference to Part III of this Annual Report
on Form 10-K.

Portions of Registrant's Annual Report to Shareholders for the fiscal year ended
December  31,  1999 are  incorporated  by  reference  to Parts II and IV of this
Annual Report on Form 10-K.

<PAGE>


                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                             INDEX TO ANNUAL REPORT
                                  ON FORM 10-K


PART 1                                                                     PAGE

Item 1.           Business.................................................   1
Item 2.           Properties...............................................   9
Item 3.           Legal Proceedings........................................   9
Item 4.           Submission of Matters to a Vote of Security Holders......   9

PART II
Item 5.           Market for Registrant's Common Stock and Related Stockholder
                  Matters..................................................  10
Item 6.           Selected Consolidated Financial Data.....................  11
Item 7.           Management's Discussion and Analysis of Financial
                      Condition and Results of Operations..................  13
Item 7A.          Quantitative and Qualitative Disclosures About Market Risk.13
Item 8.           Financial Statements and Supplementary Data............... 13
Item 9.           Changes in and Disagreements with Accountants
                      on Accounting and Financial Disclosure................ 13

PART III
Item 10.          Directors and Executive Officers of the Registrant........ 13
Item 11.          Executive Compensation.................................... 14
Item 12.          Security Ownership of Certain Beneficial Owners
                      and Management........................................ 15
Item 13.          Certain Relationships and Related Transactions............ 15
PART IV

Item 14.          Exhibits, Financial Statement Schedules
                      and Reports on Form 8-K............................... 16

Signatures        ...........................................................17


<PAGE>


                                     PART I
Item 1.  Business

   General

     Interchange  Financial Services Corporation (the "Company") is a New Jersey
business  corporation and registered bank holding company under the Bank Holding
Company Act of 1956,  as amended.  It acquired all of the  outstanding  stock of
Interchange  Bank,  (formerly  known as  Interchange  State Bank),  a New Jersey
chartered bank (the "Bank" or "Interchange"), in 1986. The Bank is the Company's
principal  subsidiary.  The Company's  principal  executive office is located at
Park 80 West/ Plaza Two,  Saddle  Brook,  New Jersey  07663,  and the  telephone
number is (201) 703-2265.

     The  Bank,   established  in  1969,  is  a  full-service   commercial  bank
headquartered  in Saddle  Brook,  New  Jersey,  and is a member  of the  Federal
Reserve  System.  It offers  banking  services for  individuals  and  businesses
through its fifteen banking  offices and one  supermarket  mini-branch in Bergen
County,  New Jersey.  In 1998, the Company  acquired The Jersey Bank for Savings
("Jersey  Bank"),  which maintained two banking  offices:  one in Montvale,  New
Jersey and another in River Edge,  New Jersey.  During  1998,  the Company  also
opened a full-service branch in Paramus,  New Jersey adjacent to a shopping mall
along with a mini-branch within a 70,000 square foot supermarket  located in the
same shopping mall in Paramus. No new branches were established during 1999.

     In addition to the Bank,  the Company  has two other  wholly  owned  direct
subsidiaries: Clover Leaf Mortgage Company, a New Jersey Corporation established
in 1988, which is not currently engaged in any business activity, and Washington
Interchange  Corporation,  a New Jersey  Corporation,  which was acquired by the
Company in May 1997 and owns one of the Bank's branch  locations which it leases
to the Bank.

     Subsidiaries  of the Bank  include:  Clover  Leaf  Investment  Corporation,
established in 1988 to engage in the business of an investment  company pursuant
to New Jersey law; Clover Leaf Insurance  Agency,  Inc.,  established in 1990 to
engage  in  sales of  tax-deferred  annuities;  Clover  Leaf  Management  Realty
Corporation,  established  in 1998 is a Real Estate  Investment  Trust  ("REIT")
which  manages  certain  real estate  assets of the Company in an effort to take
advantage of certain tax benefits;  and  Interchange  Capital  Company,  L.L.C.,
established  in 1999 to engage in equipment  lease  financing,  specializing  in
small ticket vendor  leasing,  and the  solicitation  of end users in the Bank's
current market.  All of the Bank's  subsidiaries are New Jersey  corporations or
Limited  Liability  corporations and are 100% owned by the Bank,  except for the
REIT which is 99% owned by the Bank.

Banking Operations

     Through  the Bank,  the  Company  offers a wide range of  consumer  banking
services,  including:  checking  and savings  accounts,  money-market  accounts,
certificates of deposit, individual retirement accounts,  residential mortgages,
home equity lines of credit and other second  mortgage loans,  home  improvement
loans, automobile loans, personal loans

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<PAGE>

and  overdraft  protection.  The Bank also  offers a  VISA(TM)  credit  card and
several convenience products including the Interchange Check Card, which permits
customers  to access  their  checking  accounts  by using  the card when  making
purchases.  It can  also  be  used  as an ATM  card  to  perform  basic  banking
transactions.  The Bank maintains seventeen automated teller machines (operating
within the MAC(TM), Plus(TM),  HONOR(TM),  CIRRUS(TM),  VISA(TM),  NYCE(TM), and
MasterCard(TM) networks),  which are located at thirteen of the banking offices,
a supermarket and a mini-market.

     Interchange  Bank-Line(TM),  which was updated in 1999, allows customers to
perform  basic  banking  transactions  over the telephone and offers Direct Bill
Payment,  which allows customers to pay bills over the phone.  Bill payments are
debited directly to the customer's  checking  account.  In the second quarter of
1999, the Bank  introduced toll free telephone  access,  24 hours a day/7 days a
week,  for the  acceptance of consumer loan  applications  over the phone with a
live loan  representative or through the Company's Internet web site. During the
fourth  quarter of 1999,  Interchange  also  established a new full service call
center.  Interchange  Bank-Line  Center(TM)  ("Bank-Line  Center"),  which is an
alternative  delivery  system  designed  to  centralize  inbound  calls and give
customers  the  opportunity  to open new accounts and apply for consumer  credit
without the need to go to a branch.  In addition,  the Bank-Line  Center will be
utilized as an outbound telemarketing resource for contacting targeted prospects
for new accounts in conjunction with current product promotions.

     The Bank is  engaged  in the  financing  of local  business  and  industry,
providing  credit  facilities  and  related  services  for  smaller  businesses,
typically  those with $1 million to $5 million in annual sales.  Commercial loan
customers of the Bank are businesses ranging from light  manufacturing and local
wholesale and  distribution  companies to  medium-sized  service firms and local
retail  businesses.  Most forms of  commercial  lending are  offered,  including
working capital lines of credit, small business administration loans, term loans
for fixed asset acquisitions,  commercial  mortgages,  equipment lease financing
and other forms of asset-based financing.

     In addition to its origination  activities,  the Bank purchases packages of
loans.  In 1999 and 1998, the Bank  purchased  $13.4 million and $4.6 million of
residential real estate loans,  respectively.  These loans were subjected to the
Bank's independent credit analysis prior to purchase.  In the Bank's experience,
there are  opportunities  to sell the Bank's other  products and services to the
borrowers  whose loans are purchased.  The Bank believes that  purchasing  loans
will continue to be a desirable way to augment its  portfolios as  opportunities
arise.

     The Bank also  engages in mutual  fund and  annuities  sales and  brokerage
services.  An Investment Services Program is offered through an alliance between
the Bank and the Independent  Community Bankers Association of America ("ICBA"),
under which mutual funds and annuities offered by ICBA are made available to the
Bank's  customers  by Bank  employees.  The Bank has also  expanded  its product
offerings  by entering  into an agreement  with a third party  provider to offer
discount  brokerage  services to its customers.  Interchange  offers  securities
trading  through its web site,  which is hyperlinked to U.S.  Clearing Corp., so
that  customers can access their  brokerage  accounts via the Internet.

                                       2
<PAGE>

Further  information on the Bank, our core values and purpose,  and our products
and services can be found on our web site at  www.interchangebank.com.  There is
also a direct link from the Company's web site to the American Stock Exchange to
allow investors to keep informed of the daily quotes and market activity for the
Company's  common stock. The Company's common stock trades on the American Stock
Exchange under the symbol IFC.

     Deposits of the Bank are insured up to $100,000  per  depositor by the Bank
Insurance  Fund  administered  by  the  Federal  Deposit  Insurance  Corporation
("FDIC").

Market Areas

     The Company's principal market for its deposit gathering  activities covers
major  portions  of Bergen  County  in the  northeastern  corner  of New  Jersey
adjacent to New York City.  Bergen County has a relatively  large  affluent base
for the Company's services. The principal service areas of the Company represent
a diversified mix of stable  residential  neighborhoods with a wide range of per
household  income  levels;  offices,  service  industries  and light  industrial
facilities; and large shopping malls and small retail outlets.

     For years, the Bank has conducted periodic market research to keep aware of
market trends.  Much of this research affirmed that consumer financial needs are
directly related to identifiable  life stages.  In response to these distinctive
preferences, the Bank has designed and marketed "packaged" products to appeal to
these different segments.

     Since a preponderance  of the population in the age groups of 35-54 and 55+
are within the Bank"s principal market,  Interchange has strategically  targeted
these two life stage  segments by designing  and marketing  "packaged"  products
(Money Maker Account and Prime Time Account) which include  deposit,  credit and
other services sold together as a product unit. We also  recognized the needs of
"Generation  X",  customers with the Money Plus Account (25-34) and our youngest
customers with the Grow'N Up Savings(R) Passbook Account. The Bank was among the
first to offer  such  packaged  financial  products  in its area and  management
believes this strategy have been successful in attracting  deposits and building
a loyal client base.

Competition

     Competition in the banking and financial services industry in the Company's
market  area  is  strong.   The  Bank   competes   actively  with  national  and
state-chartered  commercial  banks,  operating on a local and national scale and
other financial  institutions,  including savings and loan associations,  mutual
savings banks, and credit unions.  In addition,  the Bank faces competition from
less heavily regulated entities such as brokerage institutions, money management
firms,  consumer  finance and credit card  companies  and various other types of
financial  services  companies.  Many of these  institutions are larger than the
Bank,  some are  better  capitalized,  and a  number  pursue  community  banking
strategies similar to those of the Bank.

     Management  believes  that  opportunities  continue to exist to satisfy the
deposit and lending demands of small and

                                       3
<PAGE>

middle market  businesses.  Larger banks  continued to show an appetite for only
the largest loans,  finding themselves  ill-equipped to administer smaller loans
profitably.  Interchange  has  the  desire  and  the  ability  to  give  smaller
businesses  the service  they  require.  Interchange  meets this need  through a
unique program called Rapid Response  Banking.  The program provides  commercial
loans up to $100,000 with a streamlined  approval process that borrows liberally
from standard  consumer  lending  practices.  Naturally,  many small  businesses
eventually  become  midsize  businesses,  with a  corresponding  change in their
financial  requirements.  While  these  businesses  grow,  they  do not  outgrow
Interchange  because of its ability to be  responsive  to both small and midsize
business  constituencies.  To continue serving companies  throughout the various
stages of their evolution, Interchange created Business Class Banking--a program
that grows with the  customer.  Business  Class  Banking  supports a spectrum of
business-oriented  financial  products with value-added  services.  By designing
programs to accommodate the changing needs of growing businesses, Interchange is
extending the longevity of valuable customer relationships.

     Interchange  maintains a  relational  database,  which  enhances the Bank's
internal   marketing   analysis   by   providing   information   about   account
relationships, their activity and their relative value to the Bank.

     Interchange has maintained a program of primary research to keep abreast of
customer  attitudes and  preferences.  Sales quotas and incentives for employees
are linked  directly to  bank-wide  goals and are used to motivate  employees to
sell the "right" products to the "right" customers.

Personnel

     The Company had on average 204 full-time-equivalent  employees during 1999.
The Company believes its relationship with employees to be good.

Regulation and Supervision

     Banking is a complex,  highly regulated industry.  The primary goals of the
bank  regulatory  scheme are to maintain a safe and sound banking  system and to
facilitate the conduct of sound monetary policy.  In furtherance of those goals,
Congress has created several largely autonomous  regulatory agencies and enacted
myriad  legislation that governs banks,  bank holding  companies and the banking
industry.  Descriptions and references to the statutes and regulations below are
brief summaries thereof and do not purport to be complete.  The descriptions are
quantified  in  their  entirety  by  reference  to  the  specific  statutes  and
regulations discussed.

The Company

     The Company is a  registered  bank holding  company  under the Bank Holding
Company Act of 1956, as amended (the  "Holding  Company  Act"),  and as such, is
subject to  supervision  and regulation by the Board of Governors of the Federal
Reserve System (the "Federal Reserve "). As a bank holding company,  the Company
is  required  to file an  annual  report  with  the  Federal  Reserve  and  such
additional  information  as the  Federal  Reserve  may  require  pursuant to the

                                       4
<PAGE>

Holding  Company Act and Federal  Regulation Y. The Federal  Reserve may conduct
examinations of the Company or any of its subsidiaries.

     The Holding  Company Act requires every bank holding  company to obtain the
prior approval of the Federal Reserve before it may acquire all or substantially
all of the  assets of any bank  (although  the  Federal  Reserve  may not assert
jurisdiction  in certain bank mergers that are  regulated  under the Bank Merger
Act),  or  ownership  or control of any voting  shares of any bank if after such
acquisition it would own or control  directly or indirectly  more than 5% of the
voting shares of such bank.

     The  Holding   Company  Act  also  provides  that,   with  certain  limited
exceptions,  a bank holding company many not (i) engage in any activities  other
than those of banking or  managing  or  controlling  banks and other  authorized
subsidiaries  or (ii) own or control  more than five  percent (5%) of the voting
shares of any company that is not a bank,  including any foreign company. A bank
holding  company is  permitted,  however,  to acquire  shares of any company the
activities of which the Federal  Reserve,  after due notice and  opportunity for
hearing,  has  determined  to be so closely  related to banking or  managing  or
controlling  banks as to be a proper incident  thereto.  The Federal Reserve has
issued regulations  setting forth specific activities that are permissible under
the exception.  A bank holding company and its  subsidiaries are also prohibited
from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property or furnishing of services.

     Under  certain  circumstances,  prior  approval of the  Federal  Reserve is
required  under the  Holding  Company  Act  before a bank  holding  company  may
purchase or redeem any of its equity securities.

     Traditionally,  the activities of bank holding  companies have been limited
to the  business of banking and  activities  closely  related or  incidental  to
banking.  The  Gramm-Leach-Bliley  Financial Services  Modernization Act of 1999
(the "Modernization  Act"), enacted on November 11, 1999, with an effective date
of March 11,  2000,  expands  the types of  activities  in which a bank  holding
company  may  engage.  Subject to various  limitations,  the  Modernization  Act
generally permits a bank holding company to elect to become a "financial holding
company." A financial  holding company may affiliate with  securities  firms and
insurance  companies  and  engage in other  activities  that are  "financial  in
nature."  Among the  activities  that are deemed  "financial  in nature" are, in
addition to traditional lending activities, securities underwriting,  dealing in
or  making a market  in  securities,  sponsoring  mutual  funds  and  investment
companies,  insurance  underwriting  and  agency  activities,  certain  merchant
banking  activities,  and activities  that the Federal  Reserve  considers to be
closely  related to  banking.  A bank  holding  company  may become a  financial
holding company under the  Modernization  Act if each of its subsidiary banks is
"well  capitalized"  under the Federal Reserve guidelines (See "Capital Adequacy
Guidelines" below), is well managed and has at least a satisfactory rating under
the Community  Reinvestment Act. In addition, the bank holding company must file
a declaration with the Federal Reserve

                                       5
<PAGE>

that the bank holding company wishes to become a financial  holding  company.  A
bank holding company that falls out of compliance with such  requirements may be
required to cease  engaging in certain  activities  permitted only for financial
holding  companies.  Any bank  holding  company  that does not elect to become a
financial  holding company  remains  subject to the current  restrictions of the
Holding  Company  Act.  Interchange  is  considering,  but has not yet  decided,
whether to elect to become a financial holding company.

     In a similar manner, a bank may establish one or more  subsidiaries,  which
subsidiaries  may then  engage  in  activities  that are  financial  in  nature.
Applicable  law  and  regulation  provide,  however,  that  the  amount  of such
investments  are generally  limited to 45% of the total assets of the bank,  and
such  investments are not aggregated  with the bank for  determining  compliance
with capital adequacy guidelines. Further, the transactions between the bank and
such a  subsidiary  are  subject to certain  limitations.  (See  generally,  the
discussion of "Transactions with Affiliates" below.)

     Under the  Modernization  Act,  the Federal  Reserve  serves as the primary
"umbrella" regulator of financial holding companies,  with supervisory authority
over each parent company and limited authority over its  subsidiaries.  Expanded
financial  activities of financial holding companies will generally be regulated
according to the type of such financial activity:  banking activities by banking
regulators,  securities  activities  by  securities  regulators,  and  insurance
activities  by  insurance   regulators.   The  Modernization  Act  also  imposes
additional restrictions and heightened disclosure requirements regarding private
information collected by financial  institutions.  All implementing  regulations
under the Modernization Act have not yet been promulgated in final form, and the
Company  cannot  predict the full sweep of the new  legislation  and has not yet
determined whether it will elect to become a financial holding company.

Transactions with Affiliates

     The  provisions  of Section  23A of the  Federal  Reserve  Act and  related
statutes place limits on all insured banks (including the Bank) as to the amount
of loans or  extensions  of  credit  to, or  investment  in,  or  certain  other
transactions  with,  their  parent bank  holding  companies  and certain of such
holding  companies'  subsidiaries  and as to the  amount  of  advances  to third
parties  collateralized  by  the  securities  or  obligations  of  bank  holding
companies or their subsidiaries.  In addition, loans and extensions of credit to
affiliates of the Bank generally must be secured in the prescribed amounts.

Capital Adequacy Guidelines


     The Federal  Reserve  issued  guidelines  establishing  risk-based  capital
requirements for bank holding  companies having more than $150 million in assets
and member banks of the Federal  Reserve  System.  The guidelines  established a
risk-based capital framework consisting of (1) a definition of capital and (2) a
system for assigning  risk weights.  Capital  consists of Tier I capital,  which
includes   common   shareholders'   equity  less  certain   intangibles   and  a
supplementary  component  called  Tier  II,  which  includes  a  portion  of the
allowance for loan losses. Effective October 1, 1998, the Federal

                                       6
<PAGE>

Reserve adopted an amendment to its risk-based  capital  guidelines that permits
insured depository institutions to include in their Tier II capital up to 45% of
the  pre-tax  net  unrealized  gains  on  certain   available  for  sale  equity
securities.  All assets and off-balance-sheet  items are assigned to one of four
weighted risk categories  ranging from 0% to 100%.  Higher levels of capital are
required for the categories  perceived as  representing  the greater risks.  The
Federal Reserve  established a minimum  risk-based capital ratio of 8% (of which
at  least 4% must be Tier  I).  An  institution's  risk-based  capital  ratio is
determined by dividing its qualifying  capital by its risk-weighted  assets. The
guidelines make regulatory capital requirements more sensitive to differences in
risk profiles  among banking  institutions,  take  off-balance  sheet items into
account in assessing  capital  adequacy,  and minimize  disincentives to holding
liquid, low-risk assets. Banking organizations are generally expected to operate
with capital  positions well above the minimum rates.  Institutions  with higher
levels of risk, or which experience or anticipate  significant  growth, are also
expected to operate well above  minimum  capital  standards.  In addition to the
risk-based  guidelines discussed above, the Federal Reserve requires that a bank
holding  company and bank which meet the  regulator's  highest  performance  and
operational   standards  and  which  are  not   contemplating   or  experiencing
significant  growth  maintain  a minimum  leverage  ratio  (Tier I capital  as a
percent  of  quarterly  average  adjusted  assets)  of 3%.  For those  financial
institutions with higher levels of risk or that are experiencing or anticipating
significant  growth,  the minimum leverage ratio will be increased.  At December
31,  1999  the  Bank  satisfied  these  ratios  and has  been  categorized  as a
well-capitalized  institution,  which in the  regulatory  framework  for  prompt
corrective action imposes the lowest level of supervisory restraints.

     Capital adequacy guidelines focus principally on broad categories of credit
risk although the framework for assigning assets and off-balance  sheet items to
risk  categories  does  incorporate  elements of transfer  risk.  The risk-based
capital  ratio does not,  however,  incorporate  other factors that may affect a
company's  financial   condition,   such  as  overall  interest  rate  exposure,
liquidity,  funding  and  market  risks,  the  quality  and  level of  earnings,
investment or loan  concentrations,  the quality of loans and  investments,  the
effectiveness  of loan and  investment  policies  and  management's  ability  to
monitor and control financial and operating risks.

     The  Federal  Reserve is vested  with broad  enforcement  powers  over bank
holding  companies  to forestall  activities  that  represent  unsafe or unsound
practices or constitute violations of law. These powers may be exercised through
the issuance of cease and desist orders or other actions. The Federal Reserve is
also empowered to assess civil penalties  against  companies or individuals that
violate the Holding Company Act, to order termination of non-banking  activities
of non-banking  subsidiaries of bank holding  companies and to order termination
of ownership and control of non-banking  subsidiaries by bank holding companies.
Neither the Company nor any of its  affiliates  has ever been the subject of any
such actions by the Federal Reserve.

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<PAGE>

 The Bank

     As a New Jersey  state-chartered bank, the Bank's operations are subject to
various  requirements  and  restrictions of state law pertaining to, among other
things,  lending limits,  reserves,  interest rates payable on deposits,  loans,
investments,  mergers and  acquisitions,  borrowings,  dividends,  locations  of
branch offices and capital adequacy. The Bank is subject to primary supervision,
periodic  examination and regulation by the New Jersey Department of Banking and
Insurance ("NJDBI"). As a member of the Federal Reserve System, the Bank is also
subject to regulation by the Federal Reserve.  If, as a result of an examination
of a bank, the NJDBI determines that the financial condition, capital resources,
asset quality,  earnings prospects,  management,  liquidity, or other aspects of
the bank's  operations are  unsatisfactory or that the bank or its management is
violating or has violated any law or regulation,  various remedies are available
to the NJDBI.  Such  remedies  include the power to enjoin  "unsafe and unsound"
practices,  to require  affirmative  action to correct any conditions  resulting
from any  violation or practice,  to issue an  administrative  order that can be
judicially enforced,  to, among other things,  direct an increase in capital, to
restrict  the  growth  of the  Bank,  to assess  civil  penalties  and to remove
officers   and   directors.   The  Bank  has  never  been  the  subject  of  any
administrative orders, memoranda of understanding or any other regulatory action
by the  NJDBI.  The Bank  also is a member of the  Federal  Reserve  System  and
therefore  subject to supervisory  examination by and regulations of the Federal
Reserve Bank of New York.

     The Bank's  ability to pay  dividends is subject to certain  statutory  and
regulatory  restrictions.  The New  Jersey  Banking  Act of  1948,  as  amended,
provides  that no  state-chartered  bank may pay a dividend on its capital stock
unless,  following the payment of each such  dividend,  the capital stock of the
bank will be  unimpaired,  and the bank will have a surplus of not less than 50%
of its  capital,  or, if not, the payment of such  dividend  will not reduce the
surplus of the bank.  In  addition,  the payment of  dividends is limited by the
requirement  to meet the  risk-based  capital  guidelines  issued by the Federal
Reserve Board and other regulations.

     The  Bank's  deposits  are  insured  by the  Bank  Insurance  Fund  ("BIF")
administered  by the  Federal  Deposit  Insurance  Corporation  ("FDIC") up to a
maximum  of  $100,000  per  depositor.  For this  protection,  the  Bank  pays a
quarterly statutory deposit insurance assessment to, and is subject to the rules
and regulations of, the FDIC.

     Under the FDIC's risk-based  insurance assessment system, each insured bank
is placed in one of nine "assessment risk classifications"  based on its capital
classification and the FDIC's consideration of supervisory  evaluations provided
by the institution's  primary federal  regulator.  Each insured bank's insurance
assessment  rate is then  determined  by the risk  category in which it has been
classified by the FDIC.  There is currently a 27 basis point spread  between the
highest and lowest  assessment  rates, so that banks  classified as strongest by
the FDIC are subject in 2000 to 0% assessment,  and banks  classified as weakest
by the FDIC are  subject to an  assessment  rate of 0.27%.  In  addition  to its
insurance assessment,  each insured bank is subject to a debt service assessment
of $0.0212

                                       8
<PAGE>

and $0.0208  per one  hundred  dollars of  deposits  during the first and second
quarters of 2000,  respectively,  to help  recapitalize the Savings  Association
Insurance Fund of the FDIC. During 1999, the Bank's BIF debt service  assessment
rates  ranged  between  1.176  and  1.22  basis  points  and SAIF  debt  service
assessment  rates ranged between 5.80 and 6.10 basis points.  The Bank's deposit
insurance   assessments  may  increase  or  decrease  depending  upon  the  risk
assessment  classification  to  which  the Bank is  assigned  by the  FDIC.  Any
increase in  insurance  assessments  could have an adverse  effect on the Bank's
earnings.

     The foregoing is an attempt to summarize some of the relevant  laws,  rules
and regulations governing banks and bank holding companies, but does not purport
to be a complete summary of all applicable laws, rules and regulations governing
banks and bank holding companies.

Item 2.  Properties

     The  Company  leases  ten  banking  offices,   one  mini-branch   within  a
supermarket,  one operations/support  facility and one  administrative/executive
facility.  It also  leases two  locations  for the sole  purposes  of  operating
Automated Teller Machines. It owns four banking offices and leases land on which
it owns one bank building. The Company owns land and a building to be used for a
future  branch site.  The Company also has entered into a lease  agreement for a
future branch site. In addition,  there is one lease  expiring in June 2000 from
which a branch office has been  relocated.  All of the facilities are located in
Bergen County, New Jersey, which constitutes the Company's primary market area.

     Net investment in premises and equipment  totaled $10.3 million at December
31, 1999. Annual rental payments with respect to the Company's leased facilities
was $1.3 million for the year ended, December 31, 1999.

     In the opinion of  management,  the physical  properties of the Company and
its  subsidiaries  are suitable and adequate  and,  except for those  facilities
which have been secured for future expansion are being fully utilized.

Item 3.  Legal Proceedings

     In the  ordinary  course of  business,  the  Company is involved in routine
litigation   involving   various  aspects  of  its  business,   none  of  which,
individually  or in the  aggregate,  in the opinion of management  and its legal
counsel,  is  expected  to have a material  adverse  impact on the  consolidated
financial condition, results of operations or liquidity of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

     No matters  were  submitted  to a vote of the  Company's  security  holders
through the  solicitation of proxies or otherwise  during the three months ended
December 31, 1999.

                                       9

<PAGE>

                                     Part II
Forward Looking Information

     In addition to discussing historical information,  certain matters included
in or incorporated into this report relate to the financial  condition,  results
of operations  and business of the Company which are not historical  facts,  but
which are  "forward  looking  statements"  within  the  meaning  of the  Private
Securities   Litigation  Reform  Act  of  1995.  When  used  herein,  the  words
"anticipate,"  "believe," "estimate,"  "expect," "will" and similar expressions
are generally intended to identify  forward-looking  statements.  These "forward
looking  statements"  include,  but are not  limited  to,  statements  about the
operations of the Company,  the adequacy of the  Company's  allowance for future
losses  associated  with the loan  portfolio,  and the possible  impact of third
parties'   Year  2000  issues  on  the  Company,   management's   assessment  of
contingencies  and possible  scenarios in its Year 2000  planning.  The "forward
looking  statements"  in  this  report  involve  known  and  unknown  risks  and
uncertainties and reflect what we currently anticipate will happen in each case.
What actually happens could differ materially from what we currently  anticipate
will happen due to a variety of factors,  including, among others, (i) increased
competitive  pressures among financial services  companies;  (ii) changes in the
interest rate environment;  (iii) general economic conditions,  internationally,
nationally,  or in the State of New Jersey;  and (iv)  legislation or regulatory
requirements or changes adversely affecting the business of the Company. Readers
should not place undue expectations on any "forward looking  statements." We are
not promising to make any public  announcement when we consider "forward looking
statements" in this document are no longer accurate,  whether as a result of new
information, what actually happens in the future or for any other reason.

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters


     The Company's  common stock is traded on the American  Stock Exchange under
the  symbol  "IFC."  At  February  27,  2000,  there  were  approximately  1,232
shareholders  of record.  A portion  of the  Company's  common  stock is held in
"street  name" by  nominees  for  beneficial  owners,  so the  actual  number of
shareholders is probably higher. The following table sets forth, for the periods
indicated, the reported high and low sales prices by quarter:

                                       10
<PAGE>


<TABLE>
<CAPTION>
                                   High          Low
                               ------------- -------------
<S>                            <C>           <C>
1997
         First quarter (1)(2)    $ 14.67       $ 10.61
         Second quarter (2)        17.58         11.92
         Third quarter  (2)        16.67         14.67
         Fourth quarter (2)        21.58         14.75

1998
         First quarter  (2)      $ 21.25       $ 18.17
         Second quarter            23.25         19.25
         Third quarter             20.88         15.31
         Fourth quarter            17.75         14.06

1999
         First quarter           $ 17.50       $ 16.00
         Second quarter            17.38         15.50
         Third quarter             19.63         16.63
         Fourth quarter            18.13         16.13

<FN>
--------------------------------------------------------------------------------
(1)  On February  27,  1997,  the  Company  declared a 3 for 2 Stock Split to be
     distributed on April 17, 1997 to  shareholders of record on March 20, 1997.
     The high and low sales prices and the cash  dividends have been restated to
     reflect the effects of the stock split.

(2)  On February  26,  1998,  the  Company  declared a 3 for 2 Stock Split to be
     distributed on April 17, 1998 to  shareholders of record on March 20, 1998.
     The high and low sales prices and the cash  dividends have been restated to
     reflect the effects of the stock split.
</FN>
</TABLE>

     A cash  dividend of $0.09,  $0.10 and $0.12 was paid on each  common  share
outstanding in each quarter during 1997, 1998 and 1999, respectively.

     The Company intends, subject to its financial results, contractual,  legal,
and regulatory  restrictions,  and other factors that its Board of Directors may
deem relevant, to declare and pay a quarterly cash dividend on it's common stock
in the future.  The  principal  source of the funds to pay any  dividends on the
Company's  common stock would be dividends  from the Bank.  Certain  federal and
state regulators  impose  restrictions on the payment of dividends by banks. See
"Business - Supervision and Regulation" for a discussion of these restrictions.

Item 6. Selected Consolidated Financial Data

     The  following  selected  financial  data are  derived  from the  Company's
audited  Consolidated  Financial  Statements.  The  information  set forth below
should be read in conjunction with the Consolidated Financial Statements and the
Notes thereto and "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations." The Consolidated  Statements of Financial  Condition
as of December 31, 1999 and 1998,  and the  Consolidated  Statements  of Income,
Changes  in  Stockholders'  Equity  and Cash  Flows for each of the years in the
three-year  period ended  December 31, 1999 and the report thereon of Deloitte &
Touche LLP are  included  on pages 28 through 46 of the  Company's  1999  Annual
Report to Shareholders filed as Exhibit 13 hereto,  which pages are incorporated
herein by reference.

                                       11
<PAGE>

Item 6. Selected Consolidated Financial Data
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
Years Ended December 31,
------------------------------------------------------------------------------------------------------------------------
                                                                      1999         1998      1997      1996       1995
                                                                   ---------    --------  ---------  --------- ---------
<S>                                                                 <C>          <C>       <C>        <C>       <C>
Income Statement Data (in thousands)
     Interest income                                                $ 49,301     $ 48,820  $ 45,310   $ 41,379   $ 40,765
     Interest expense                                                 18,783       19,864    18,566     16,983     17,208
                                                                    ________     ________  ________   ________   ________
       Net interest income                                            30,518       28,956    26,744     24,396     23,557
     Provision for loan losses                                         1,200          951     1,653        747      1,239
                                                                    ________     ________  ________   ________   ________
       Net interest income after provision for loan losses            29,318       28,005    25,091     23,649     22,318
     Non-interest income                                               5,339        4,928     4,774      4,248      4,579
     Non-interest expenses                                            20,063       19,416    17,655     17,492     16,703
                                                                    ________     ________  ________   ________   ________
       Income before income taxes                                     14,594       13,517    12,210     10,405     10,194
     Income Taxes                                                      4,959        4,908     4,285     3,654       3,511
                                                                    ________     ________  ________   ________   ________
     Net income                                                      $ 9,635      $ 8,609   $ 7,925    $ 6,751    $ 6,683
                                                                    ========     ========  ========   ========= =========

Per Share Data
    Before deducting acquisition costs
     Basic earnings per common share                                  $1.37        $1.32     $1.11     $0.95      $0.93
     Diluted earnings per common share                                 1.36         1.31      1.10      0.94       0.92
    After deducting acquisition costs
     Basic earnings per common share                                   1.37         1.20      1.11      0.95       0.93
     Diluted earnings per common share                                 1.36         1.19      1.10      0.94       0.92
     Cash dividends declared                                           0.48         0.40      0.36      0.33       0.31
     Book value--end of year                                           8.66         8.66      7.86      7.02       6.43
     Tangible book value--end of year                                  8.60         8.56      7.71      6.80       6.16
     Weighted average shares outstanding (in thousands)
       Basic                                                          7,031        7,189     7,132     7,124      7,113
       Diluted                                                        7,062        7,237     7,222     7,190      7,157


Balance Sheet Data--end of year (in thousands)
     Total assets                                                 $ 706,125    $ 685,364  $625,050  $572,512   $548,220
     Securities held to maturity and securitie available for sale   161,889      149,930   135,997   143,339    163,736
     Loans                                                          511,976      478,717   438,273   384,060    337,570
     Allowance for loan losses                                        5,476        5,645     5,231     3,968      3,926
     Total deposits                                                 598,992      598,732   540,765   491,637    487,224
     Securities sold under agreements to repurchase and short term
       borrowings                                                    30,406       18,548    13,028    10,904     11,702
     Long-term borrowings                                            13,000            -     9,876     9,983          -
     Total stockholders' equity                                      58,276       62,372    56,130    50,048     45,781


Selected Performance Ratios
    Before deducting acquisition costs
     Return on average total assets                                    1.39 %       1.44 %    1.33 %    1.22 %     1.26 %
     Return on average total stockholders' equity                     15.52        16.05     14.95     14.09      15.53
    After deducting acquisition costs
     Return on average total assets                                    1.39         1.31      1.33      1.22       1.26
     Return on average total stockholders' equity                     15.52        14.53     14.95     14.09      15.53
    Dividend Payout                                                   35.04        32.81     30.08     32.19      29.82
    Average total stockholders' equity to average total assets         8.99         9.00      8.89      8.68       8.11
    Net yield on interest earning assets (taxable equivalent)          4.64         4.62      4.78      4.75       4.74
    Efficiency ratio (1)                                              56.81        53.59     56.47     60.02      59.38
    Non-interest income to average total assets                        0.77         0.75      0.80      0.77       0.86
    Non-interest expenses to average total assets                      2.90         2.95      2.96      3.17       3.15


Asset Quality--end of year (in thousands)
     Nonaccrual loans to total loans                                   0.22  %      0.25 %    0.35  %   0.66  %    0.74  %
     Nonperforming assets to total assets                              0.22         0.26      0.33      0.67       0.95
     Allowance for loan losses to nonaccrual loans--end of year      491.12       471.20    345.51    157.02     156.35
     Allowance for loan losses to total loans--end of year             1.07         1.18      1.19      1.03       1.16
     Net charge-offs to average loans                                  0.28         0.12      0.10      0.20       0.44

Liquidity and Capital
     Average loans to average deposits                                81.79  %     81.06 %   78.09  %  72.19  %   67.14  %
     Total stockholders' equity to total assets                        8.25         9.10      8.98      8.74       8.35
     Tier I capital to risk weighted assets                           12.72        13.80     13.19     13.79      13.92
     Total capital to risk weighted assets                            13.91        15.12     14.44     15.04      15.17
     Tier I capital to average assets                                  8.32         9.08      8.79      8.65       8.16

<FN>

All  prior  period  information  has been  restated  to  reflect  the  Company's
acquisition of The Jersey Bank for Savings,  which was completed on May 31, 1998
and was accounted for as a pooling of interests.

(1)  The  efficiency  ratio is  calculated  by dividing  non-interest  expenses,
     excluding  merger-related  charges,  amortization  of  intangibles  and net
     expense  of  foreclosed  real  estate by net  interest  income  (on a fully
     taxable equivalent basis) and non-interest income, excluding gains on sales
     of loans, securities, loan servicing and a branch location.
</FN>
</TABLE>
                                       12
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial  Condition Results of
        Operations

     The information contained in the section entitled "Management's  Discussion
and  Analysis of  Financial  Condition  and Results of  Operations"  on pages 14
through 27 of the Company's 1999 Annual Report to Shareholders  filed as Exhibit
13 hereto is incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

     The  information  regarding  the  market  risk of the  Company's  financial
instruments,  contained in  "Management's  Discussion  and Analysis of Financial
Condition and Results of  Operations"  on page 23 of the  Company's  1999 Annual
Report to  Shareholders  filed as  Exhibit 13 hereto is  incorporated  herein by
reference.

Item 8.  Financial Statements and Supplemental Data

     The  financial  statements  required  by  this  Item  are  included  in the
Company's  1999 Annual Report to  Shareholders  on pages 28 through 46, filed as
Exhibit 13 hereto and incorporated herein by reference.

                                                                Page of Annual
                                                                    Report to
                                                                   Stockholders
                                                                 ______________
     Report of Independent Public Accountants                            28
     Interchange Financial Services Corporation and Subsidiaries
     Consolidated Balance Sheets                                         29
     Consolidated Statements of Income                                   30
     Consolidated Statements of Changes in Stockholders' Equity          31
     Consolidated Statements of Cash Flows                               32
     Notes to Consolidated Financial Statements (Notes 1 - 21)         33 - 46

     No supplementary data is included in this report as it is inapplicable, not
required,  or the information is included elsewhere in the financial  statements
or notes thereto.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

         Not applicable

                                    PART III

Item 10. Directors and Executive Officers

         a.  Directors

         The information contained in the section entitled "Nominees and
         Directors" in the Company's definitive Proxy Statement for its 2000
         Annual Meeting of Stockholders, to be filed not later than 120 days
         after the close of the Company's fiscal year, is incorporated herein by
         reference in response to this item.

         b.  Executive Officers

         The following table sets forth the names, ages, and present positions
         of the Company's and the Bank's principal executive officers:

                                       13
<PAGE>
         Name                  Age Positions Held with the Company and the Bank
         ____                  ___ ____________________________________________
         ANTHONY S. ABBATE      60 President and Chief Executive Officer
         ANTHONY J. LABOZZETTA  36 Executive Vice President and
                                   Chief Financial Officer
         FRANK R. GIANCOLA      46 Senior Vice President--Operations
         PATRICIA  D. ARNOLD    41 Senior Vice President--Commercial Lending

         Business Experience

                ANTHONY S. ABBATE,  President and Chief Executive Officer of the
        Bank since 1981;  Senior Vice  President and  Controller  from October
        1980;  President and Chief  Executive  Officer of Home State Bank
        1978-1980.  Engaged in the banking industry since 1959.

                ANTHONY J. LABOZZETTA, Executive Vice President and Chief
        Financial Officer since September 1997; Treasurer from 1995. Engaged in
        the banking industry since 1989.  Formerly  a  senior  manager  with  an
        international   accounting  firm, specializing in the financial services
        industry.

                FRANK R. GIANCOLA, Senior Vice President - Operations since
        September 1997; Senior Vice President-Retail Banking from 1993; Senior
        Vice President-Operations of  the  Bank  from  1984;   Senior
        Operations   Officer   from   1982;   Vice President/Branch
        Administrator from 1981. Engaged in the banking industry since 1971.

                PATRICIA D. ARNOLD, Senior Vice President - Commercial Lending
        since August 1997; First Vice President from 1995;  Department Head Vice
        President from 1986; Assistant Vice President from 1985; Commercial Loan
        Officer-Assistant  Treasurer from 1983. Engaged in the banking industry
        since 1981.

                Officers are elected  annually by the Board of  Directors  and
        serve at the discretion  of the Board of  Directors.  Management  is not
        aware of any  family relationship between any director or executive
        officer. No executive officer was selected to his or her position
        pursuant to any  arrangement  or  understanding with any other person.

         c.  Compliance with Section 16(a)


         Information contained in the section entitled "Compliance with Section
         16(a) of the Securities Exchange Act of 1934" in the Company's
         definitive Proxy  Statement for its 2000 Annual Meeting of
         Stockholders, to be filed not later than 120 days after the close of
         the Company's fiscal year,  is incorporated herein by reference in
         response to this item.

Item 11.  Executive Compensation

     Information  contained in the section entitled "Executive  Compensation" in
the  Company's  definitive  Proxy  Statement  for its  2000  Annual  Meeting  of
Stockholders,  to be  filed  not  later  than 120 days  after  the  close of the
Company's

                                       14
<PAGE>

fiscal year, is incorporated herein by reference in response to this item.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information  contained in the section  entitled  "Amount and Nature of
Beneficial  Ownership" in the Company's  definitive Proxy Statement for its 2000
Annual  Meeting of  Stockholders,  to be filed not later than 120 days after the
close of the  Company's  fiscal  year,  is  incorporated  herein by reference in
response to this item.

Item 13.  Certain Relationships and Related Transactions

     The  information  contained  in the  section  entitled  "Transactions  with
Management"  in the  Company's  definitive  Proxy  Statement for its 2000 Annual
Meeting of Stockholders,  to be filed not later than 120 days after the close of
the Company's  fiscal year, is  incorporated  herein by reference in response to
this item.

                                       15
<PAGE>

                                     PART IV

Item 14.  Exhibits, Financial Statements and Schedules and Reports on Form 8-K

          (a) The following documents are filed as part of this Report:

              1. Financial Statements:  The Financial Statements listed under
                 Item 8 to this Report are set forth at pages 28 through 32,
                 and the Notes to  Consolidated Financial  Statements  are set
                 forth at pages 33 through  46, of the Annual Report to
                 Shareholders  for 1999 (See Exhibit 13 under  paragraph (a)3 of
                 this Item 14).

              2. Financial Statement Schedules:  All required schedules for the
                 Company and its subsidiaries have been included in the
                 Consolidated Financial Statements or related Notes thereto.

              3. Exhibits:  Exhibits followed by a parenthetical reference are
                 incorporated by reference herein from the document described in
                 such parenthetical reference.

                 Exhibit 3(a)  Certificate of Incorporation of Registrant, as
                               amended (Incorporated by reference to Exhibit 3
                               to Form S-4, filed April 27, 1998, Registration
                               Statement No. 333-50065)

                 Exhibit 3(b)  Bylaws of registrant (Incorporated by reference
                               to Exhibit 3(b) to Form S-2, filed July 22, 1992,
                               Registration Statement No. 33-49840)

               * Exhibit 10(a) Agreement for legal services between Andora,
                               Palmisano & Geaney and Registrant, dated
                               April 22, 1999

              (1)Exhibit 10(b) Stock Option and Incentive Plan of 1997
                               (Incorporated by reference to Exhibit 4(c) to
                               Form S-8, filed September 30, 1997, Registration
                               Statement No. 33-82530)

              (1)Exhibit 10(c) Directors' Retirement Program (Incorporated by
                               reference to Exhibit 10(i)(3) to Annual Report
                               on Form 10-K for fiscal year ended
                               December 31, 1994)

              (1)Exhibit 10(d) Executives' Supplemental Pension Plan
                               (Incorporated by reference to Exhibit 10(i)(4)
                               to Annual Report on Form 10-K for fiscal year
                               ended December 31, 1994)

               *  Exhibit 11   Statement regarding Computation of per share
                               earnings

               *  Exhibit 13   Portion of the Annual Report to Shareholders for
                               the year ended December 31, 1999

               *  Exhibit 21   Subsidiaries of Registrant

               *  Exhibit 23   Independent Auditors' Consent of Deloitte &
                               Touche LLP

               *  Exhibit 27   Financial Data Schedule

          (b) Reports on Form 8-K during the quarter ended December 31,1999:

              None.
[FN]
______________________________
(1)  Pursuant to Item 14(a) - 3 of Form 10-K, this exhibit represents management
     contract or compensatory plan or arrangement required to be filed as an
     exhibit to this Form 10-K pursuant to Item 14(c) of this item.

*    Filed herewith
</FN>

                                       16
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                     Interchange Financial Services Corporation

By:/s/ Anthony S. Abbate                   By:/s/ Anthony Labozzetta
   -------------------------------------      ---------------------------------
   Anthony S. Abbate                          Anthony Labozzetta
   President and Chief Executive Officer      Executive Vice President and Chief
                                              Financial Officer
   (principal executive officer)              (principal financial and
                                              accounting officer)


March 23, 2000

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the dates indicated:

/s/Anthony S. Abbate                        /s/James E. Healey
----------------------------------------    ------------------------------------
Anthony S. Abbate   March 23, 2000          James E. Healey       March 23, 2000
   Director                                    Director
   President and Chief Executive Officer

/s/Anthony D. Andora                        /s/Anthony Labozzetta
----------------------------------------    ------------------------------------
Anthony D. Andora   March 23, 2000          Anthony Labozzetta    March 23, 2000
   Director                                    Executive Vice President and
   Chairman of the Board                       Chief Financial Officer

/s/Donald L. Correll                        /s/Nicholas R. Marcalus
----------------------------------------    ------------------------------------
Donald L. Correll   March 23, 2000          Nicholas R. Marcalus  March 23, 2000
   Director                                    Director

/s/Anthony R. Coscia                        /s/Eleanore S. Nissley
----------------------------------------    ------------------------------------
Anthony R. Coscia   March 23, 2000          Eleanore S. Nissley   March 23, 2000
   Director                                    Director

/s/John J. Eccleston                        /s/Jeremiah F. O'Connor
----------------------------------------    ------------------------------------
John J. Eccleston   March 23, 2000          Jeremiah F. O'Connor  March 23, 2000
   Director                                    Director

/s/David R. Ficca                           /s/Robert P. Rittereiser
----------------------------------------    ------------------------------------
David R. Ficca      March 23, 2000          Robert P. Rittereiser March 23, 2000
   Director                                    Director

/s/Richard A. Gilsenan                      /s/Benjamin Rosenzweig
----------------------------------------    ------------------------------------
Richard A. Gilsenan March 23, 2000          Benjamin Rosenzweig   March 23, 2000
   Director                                    Director

                                       17