SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q
(Mark One)

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


    For the quarterly period ended              September 30, 2005
                                    --------------------------------------------

                                       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 000-51093
                                               ---------


                             KEARNY FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              UNITED STATES                                     22-3803741
--------------------------------------------------------------------------------
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                      Identification Number)

    120 Passaic Ave., Fairfield, New Jersey                     07004-3510
--------------------------------------------------------------------------------
   (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number,
including area code                                            973-244-4500
                                       -----------------------------------------



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.     Yes  X    No
                                                  ---      ---

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).   Yes       No  X
                                                  ---      ---

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).   Yes       No  X
                                                  ---      ---

      The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: November 11, 2005.

          $0.10 par value common stock - 72,737,500 shares outstanding

<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                            Number
                                                                                                            ------
<S>                                                                                                     <C>
PART I - FINANCIAL INFORMATION

      Item 1:  Financial Statements

               Consolidated Statements of Financial Condition
               at September 30, 2005 and June 30, 2005 (Unaudited)                                            1

               Consolidated Statements of Income for the Three Months Ended
               September 30, 2005 and 2004 (Unaudited)                                                       2-3

               Consolidated Statements of Comprehensive Income for the Three
               Months Ended September 30, 2005 and 2004 (Unaudited)                                           4

               Consolidated Statements of Cash Flows for the Three Months
               Ended September 30, 2005 and 2004 (Unaudited)                                                 5-6

               Notes to Consolidated Financial Statements                                                     7

      Item 2:  Management's Discussion and Analysis of
               Financial Condition and Results of Operations                                                 8-14

      Item 3:  Quantitative and Qualitative Disclosure About Market Risk                                    15-16

      Item 4:  Controls and Procedures                                                                        17


PART II - OTHER INFORMATION                                                                                   18


SIGNATURES                                                                                                    19

</TABLE>

<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
           (In Thousands, Except Share and Per Share Data, Unaudited)

<TABLE>
<CAPTION>
                                                                       September 30,   June 30,
Assets                                                                    2005           2005
------                                                                 -----------    -----------

<S>                                                                  <C>            <C>
Cash and amounts due from depository institutions                      $    19,716    $    16,683
Interest-bearing deposits in other banks                                    65,572        123,182
                                                                       -----------    -----------

        Cash and cash equivalents                                           85,288        139,865

Securities available for sale                                               25,534         33,591
Investment securities held to maturity                                     463,551        470,098
Loans receivable, including net deferred loan costs of $898 and $815       602,985        563,434
  Less: Allowance for loan losses                                           (5,485)        (5,416)
                                                                       -----------    -----------
  Net loans receivable                                                     597,500        558,018
                                                                       -----------    -----------
Mortgage-backed securities held to maturity                                746,193        758,121
Premises and equipment                                                      35,479         34,977
Federal Home Loan Bank of New York stock ("FHLB")                           11,361         11,361
Interest receivable                                                          9,617         10,430
Goodwill                                                                    82,263         82,263
Bank Owned Life Insurance ("BOLI")                                          13,679          3,981
Other assets                                                                 5,494          4,300
                                                                       -----------    -----------

        Total assets                                                   $ 2,075,959    $ 2,107,005
                                                                       ===========    ===========

Liabilities and stockholders' equity
------------------------------------

Liabilities
-----------

Deposits:
  Non-interest bearing                                                 $    54,912    $    56,142
  Interest bearing                                                       1,441,832      1,472,635
                                                                       -----------    -----------

        Total deposits                                                   1,496,744      1,528,777

Advances from FHLB                                                          61,544         61,687
Advance payments by borrowers for taxes                                      4,662          4,627
Other liabilities                                                            6,963          6,432
                                                                       -----------    -----------

        Total liabilities                                                1,569,913      1,601,523
                                                                       -----------    -----------
Stockholders' equity
--------------------

Preferred stock $0.10 par value, 25,000,000 shares authorized; none
  issued and outstanding                                                         -              -
Common stock $0.10 par value, 75,000,000 shares authorized;
  72,737,500 issued and outstanding                                          7,274          7,274
Paid in capital                                                            207,914        207,838
Retained earnings - substantially restricted                               302,857        301,857
Unearned Employee Stock Ownership Plan ("ESOP") shares                     (16,608)       (16,972)
Accumulated other comprehensive income                                       4,609          5,485
                                                                       -----------    -----------

        Total stockholders' equity                                         506,046        505,482
                                                                       -----------    -----------

        Total liabilities and stockholders' equity                     $ 2,075,959    $ 2,107,005
                                                                       ===========    ===========
</TABLE>

See notes to consolidated financial statements.

                                       -1-


<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
           (In Thousands, Except Share and Per Share Data, Unaudited)

                                                    Three Months Ended
                                                       September 30,
                                                -------------------------
                                                  2005              2004
                                                -------           -------

Interest income:
    Loans                                       $ 8,121           $ 7,132
    Mortgage-backed securities                    8,568             8,649
    Investment and available for sale
      securities                                  4,363             4,011
    Other interest earning assets                   919               115
                                                -------           -------

        Total interest income                    21,971            19,907
                                                -------           -------

Interest expense:
    Deposits                                      8,287             6,112
    Borrowings                                      871               991
                                                -------           -------

        Total interest expense                    9,158             7,103
                                                -------           -------

Net interest income                              12,813            12,804

Provision for loan losses                            75               151

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

Net interest income after provision
  for loan losses                                12,738            12,653
                                                -------           -------

Non-interest income:
    Fees and service charges                        277               177
    Gain on the sale of available for
      sale securities                                86                 -
    Miscellaneous                                   230               317
                                                -------           -------

        Total non-interest income                   593               494
                                                -------           -------

Non-interest expense:
    Salaries and employee benefits                5,603             4,652
    Net occupancy expense of
      premises                                      896               647
    Equipment                                     1,052               874
    Advertising                                     325               281
    Federal insurance premium                       134               140
    Amortization of intangible assets               159               159
    Directors' fees                                 230               217
    Miscellaneous                                   979               819
                                                -------           -------

        Total non-interest expense                9,378             7,789
                                                -------           -------

Income before income taxes                        3,953             5,358
Income taxes                                        989             1,562
                                                -------           -------

Net income                                      $ 2,964           $ 3,796
                                                =======           =======

See notes to consolidated financial statements.

                                       -2-


<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME (Cont'd)
                   ------------------------------------------
           (In Thousands, Except Share and Per Share Data, Unaudited)

                                                      Three Months Ended
                                                          September 30,
                                                --------------------------------
                                                     2005              2004
                                                --------------    --------------

Net income per common share:
    Basic                                        $      0.04         $ 379.60
    Diluted                                             0.04           379.60

Weighted average number of
  common shares outstanding:
    Basic                                         71,052,679           10,000
    Diluted                                       71,052,679           10,000


See notes to consolidated financial statements.





                                       -3-

<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 -----------------------------------------------
                            (In Thousands, Unaudited)

                                                        Three Months Ended
                                                           September 30,
                                                   ---------------------------
                                                     2005               2004
                                                   --------           --------

Net income                                         $  2,964           $  3,796
                                                   --------           --------

Other comprehensive income (loss),
   net of income taxes:
    Gross realized holdings (gain) on
      securities available for sale                     (86)                 -
    Income tax expense                                   30                  -
    Gross unrealized holdings gain
      (loss) on securities available
      for sale                                       (1,261)               770
    Deferred income tax benefit
      (expense)                                         441               (269)
                                                   --------           --------

Other comprehensive income (loss)                      (876)               501
                                                   --------           --------

Comprehensive income                               $  2,088           $  4,297
                                                   ========           ========


See notes to consolidated financial statements.

                                       -4-

<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                            (In Thousands, Unaudited)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                 September 30,
                                                                            ----------------------
                                                                               2005         2004
                                                                            ---------    ---------
<S>                                                                        <C>          <C>
Cash flows from operating activities:
    Net income                                                              $   2,964    $   3,796
    Adjustments to reconcile net income to net cash provided by operating
      activities:
        Depreciation and amortization of premises and equipment                   452          316
        Net amortization of premiums, discounts and loan fees and costs           202          307
        Deferred income taxes                                                    (214)        (582)
        Amortization of intangible assets                                         159          159
        Provision for loan losses                                                  75          151
        Realized gain on sale of securities available for sale                    (86)         (71)
        Decrease (increase) in interest receivable                                813        1,000
        Decrease (increase) in other assets                                    (1,239)       2,854
        Realized loss on sale of real estate owned                                 35            -
        Increase (decrease) in interest payable                                    12           37
        Increase (decrease) in other liabilities                                  (87)         649
        Increase in cash surrender value of bank owned life insurance             (73)         (39)
        ESOP expenses                                                             437            -
                                                                            ---------    ---------

            Net cash provided by operating activities                           3,450        8,616
                                                                            ---------    ---------

Cash flows from investing activities:
    Purchases of securities available for sale                                    (67)         (43)
    Proceeds from sale of securities available for sale                         6,864        1,115
    Purchases of investment securities held to maturity                        (4,000)     (14,051)
    Proceeds from calls and maturities of investment securities held to
      maturity                                                                  9,204        3,109
    Proceeds from repayments of investment securities held to maturity          1,348        1,048
    Purchase of loans                                                          (8,819)           -
    Net (increase) decrease in loans receivable                               (30,694)      (9,592)
    Proceeds from sale of real estate owned                                        65            -
    Purchases of mortgage-backed securities held to maturity                  (41,900)      (1,308)
    Principal repayments on mortgage-backed securities held to maturity        53,576       47,511
    Additions to premises and equipment                                          (954)      (2,051)
    Purchase of bank owned life insurance                                      (9,625)           -
                                                                            ---------    ---------

            Net cash provided by (used in) investing activities               (25,002)      25,738
                                                                            ---------    ---------

Cash flows from financing activities:
    Net (decrease) increase in deposits                                       (32,047)     (26,709)
    Repayment of FHLB advances                                                   (143)        (134)
    Net change in short-term borrowings from FHLB                                   -      (10,000)
    Increase (decrease) in advance payments by borrowers for taxes                 35         (136)
    Refund of common stock offering expenses                                        3            -
    Dividends paid to minority stockholders of Kearny Financial Corp.            (873)           -
                                                                            ---------    ---------

            Net cash (used in) provided by financing activities               (33,025)     (36,979)
                                                                            ---------    ---------

Net (decrease) increase in cash and cash equivalents                          (54,577)      (2,625)
Cash and cash equivalents - beginning                                         139,865       39,488
                                                                            ---------    ---------

Cash and cash equivalents - ending                                          $  85,288    $  36,863
                                                                            =========    =========
</TABLE>

See notes to consolidated financial statements.

                                       -5-

<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                 ----------------------------------------------
                            (In Thousands, Unaudited)

<TABLE>
<CAPTION>

                                                                              Three Months Ended
                                                                                 September 30,
                                                                            -----------------------
                                                                              2005         2004
                                                                            ---------    ---------
<S>                                                                        <C>          <C>
Supplemental  disclosures of cash flows  information:
  Cash paid during the year for:
        Income taxes, net of refunds                                        $   4,076    $  (1,981)
                                                                            =========    =========

        Interest                                                            $   9,146    $   7,066
                                                                            =========    =========

Supplemental disclosure of non-cash transactions:
  Cash dividend declared                                                    $   1,091    $       -
                                                                            =========    =========
</TABLE>

See notes to consolidated financial statements.





                                       -6-

<PAGE>

                     KEARNY FINANCIAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  PRINCIPLES OF CONSOLIDATION
-------------------------------

The consolidated  financial  statements include the accounts of Kearny Financial
Corp. (the  "Company"),  its wholly owned  subsidiaries,  Kearny Federal Savings
Bank (the "Bank") and Kearny Financial  Securities,  Inc., and the Bank's wholly
owned subsidiaries,  KFS Financial Services,  Inc. and Kearny Federal Investment
Corp. The Company conducts its business principally through the Bank. Management
eliminated  all  significant  inter-company  accounts  and  transactions  during
consolidation.


2.  BASIS OF PRESENTATION
-------------------------

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance with instructions for Form 10-Q and Regulation S-X and do not include
information  or footnotes  necessary  for a complete  presentation  of financial
condition,  results of operations  and cash flows in conformity  with  generally
accepted  accounting  principles.  However,  in the opinion of  management,  all
adjustments (consisting of normal adjustments) necessary for a fair presentation
of the  consolidated  financial  statements  have been included.  The results of
operations  for  the  three-month  period  ended  September  30,  2005,  are not
necessarily indicative of the results that may be expected for the entire fiscal
year or any other period.


3.  NET INCOME PER COMMON SHARE
-------------------------------

Weighted average number of common shares actually outstanding provides the basis
for  calculation  of basic net income per common  share.  Adjusting the weighted
average  number of shares of common stock  outstanding  to include the effect of
contracts or  securities  exercisable  or which could be  converted  into common
stock,  if dilutive,  using the treasury  stock  method,  provides the basis for
calculating  diluted  net  income per share.  Though the  effective  date of the
Company's  initial public  offering was February 23, 2005, the  presentation  of
basic and  diluted  net  income  per share  assumes  the  effective  date of the
transaction  was July 1, 2004.  The  calculation of basic and diluted net income
per share includes the 30% of the outstanding  shares sold to the public as well
as the 70% of the  outstanding  shares  held by Kearny MHC and  excludes  Kearny
Federal Savings Bank Employee Stock Ownership Plan (the "ESOP") shares that have
not been  previously  allocated to participants or have not been committed to be
released for allocation to participants.

4.  DIVIDEND WAIVER
-------------------

During the three months ended September 30, 2005, the federally chartered mutual
holding   company  of  the  Company  (Kearny  MHC),   waived  its  right,   upon
non-objection from the Office of Thrift  Supervision,  to receive cash dividends
of $2,037,000 paid during the quarter and cash dividends of $2,546,000  declared
during the quarter, on the shares of Company common stock it owns.

                                      -7-

<PAGE>

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


Forward-Looking Statements

This Form 10-Q may include certain  forward-looking  statements based on current
management  expectations.  The actual  results of Kearny  Financial  Corp.  (the
"Company") could differ materially from those management  expectations.  Factors
that could cause  future  results to vary from current  management  expectations
include,  but are not limited to, general economic  conditions,  legislative and
regulatory  changes,  monetary  and fiscal  policies of the federal  government,
changes in tax policies,  rates and regulations of federal,  state and local tax
authorities.  Additional  potential  factors  include changes in interest rates,
deposit flows, the cost of funds, demand for loan products, demand for financial
services,  competition,  changes  in the  quality  or  composition  of loan  and
investment portfolios of Kearny Federal Savings Bank, the Company's wholly-owned
subsidiary,  (the "Bank"). Other factors that could cause future results to vary
from current management  expectations include changes in accounting  principles,
policies  or  guidelines,  and other  economic,  competitive,  governmental  and
technological  factors affecting the Company's  operations,  markets,  products,
services and prices.  Further  description of the risks and uncertainties to the
business are included in the  Company's  other filings with the  Securities  and
Exchange Commission.

Comparison of Financial Condition at September 30, 2005 and June 30, 2005

Total assets decreased by $31.0 million,  or 1.5%, to $2.08 billion at September
30, 2005,  from $2.11  billion at June 30, 2005,  due  primarily to decreases in
cash  and  cash  equivalents,   investment   securities  held  to  maturity  and
mortgage-backed  securities held to maturity  partially offset by an increase in
loans receivable,  net, and bank owned life insurance.  Generally, cash and cash
equivalents   and  cash  flows  from  the  securities   portfolio   funded  loan
originations and deposit outflows during the quarter.

Cash and cash equivalents decreased $54.6 million, or 39.0%, to $85.3 million at
September 30, 2005, from $139.9 million at June 30, 2005. The Company  continued
to deploy the proceeds from its initial  public  offering  completed in February
2005,  primarily  reinvesting  cash and cash  equivalents in the loan portfolio,
purchasing additional bank owned life insurance and funding deposit outflows.

The carrying value of securities  available for sale decreased $8.1 million,  or
24.1%,  to $25.5 million at September  30, 2005,  from $33.6 million at June 30,
2005.  The decrease was due  primarily to the sale of a $6.9 million  government
income fund acquired during an earlier merger, and mark-to-market adjustments to
other investments in the available for sale portfolio.

Investment  securities  held to maturity  decreased  $6.5  million,  or 1.4%, to
$463.6 million at September 30, 2005,  from $470.1 million at June 30, 2005. The
decrease  came  primarily  in the  government  agency notes  category,  with the
proceeds from  maturing  notes funding loan  originations  and deposit  outflows
during the quarter.

Loans  receivable,  net of  deferred  fees and the  allowance  for loan  losses,
increased $39.5 million,  or 7.1%, to $597.5 million at September 30, 2005, from
$558.0  million at June 30,  2005.  The ratio of loans to  deposits  improved to
39.9% at September 30, 2005,  from 36.5% at June 30, 2005.  The increase came in
one-to-four  family mortgage loans,  particularly  first mortgages,  home equity
loans  and  home  equity  lines  of  credit,   and,  to  a  lesser  extent,   in
non-residential  mortgage  loans  and  construction  loans,  offset  by  nominal
decreases in multi-family mortgages and commercial business loans.

                                       -8-

<PAGE>

Mortgage-backed securities held to maturity decreased $11.9 million, or 1.6%, to
$746.2 million at September 30, 2005, from $758.1 million at June 30, 2005. Cash
flows from monthly  principal and interest payments funded loan originations and
deposit outflows during the quarter.

Bank owned life  insurance  ("BOLI")  increased $9.7 million to $13.7 million at
September  30, 2005,  from $4.0  million at June 30,  2005.  Of the $9.7 million
increase,  $9.6 million resulted from the purchase of additional  policies.  The
contract  calls for the  payment of an  additional  $400,000 to bring the Bank's
total BOLI investment to $10.0 million.

Deposits  decreased  $32.1  million,  or 2.1%, to $1.50 billion at September 30,
2005,  from $1.53  billion at June 30,  2005.  The  decrease  was  primarily  in
certificates of deposit.  After reacting to competitive  pressures in the market
place by raising  short-term  interest rates during the previous quarter,  which
attracted  new  deposits,  the Bank  pulled back from that  strategy  during the
current  quarter to slow the  increase in the cost of funds.  During the quarter
ended  June 30,  2005,  deposits  increased  $77.8  million.  The  increase  was
primarily in certificates of deposit.

Federal  Home  Loan  Bank  advances  decreased  $143,000,  to $61.5  million  at
September 30, 2005, from $61.7 million at June 30, 2005. The decreased  resulted
from scheduled monthly principal payments on amortizing advances.

Stockholders'  equity  increased  $564,000,  to $506.0  million at September 30,
2005,  from $505.5  million at June 30,  2005.  The increase  resulted  from net
income  recorded  during the quarter plus the release of ESOP shares offset by a
decrease in accumulated other comprehensive  income and a cash dividend of $0.04
paid  during  the  quarter  and a cash  dividend  of $0.05  declared  during the
quarter.  The decrease in accumulated other comprehensive income resulted from a
reduction in the carrying value,  net of taxes,  of the Company's  available for
sale portfolio.

Comparison  of Operating  Results for the Three Months Ended  September 30, 2005
and 2004

General.  Net income for the three  months  ended  September  30,  2005 was $3.0
million,  a decrease  of  $832,000,  or 21.9%,  from $3.8  million for the three
months ended  September  30, 2004.  The decrease in net income  resulted from an
increase in non-interest  expense,  particularly  salaries and employee benefits
and the cost of office occupancy and equipment,  with virtually no change in net
interest income to help offset the increase in non-interest expense.

Net Interest Income. Net interest income remained unchanged at $12.8 million for
the three months ended  September 30, 2005 and the three months ended  September
30, 2004.  Despite  decreases in interest rate spread and net interest margin, a
substantial increase in the ratio of average  interest-earning assets to average
interest-bearing  liabilities  helped interest income to keep pace with interest
expense, year-over-year.

Interest  rate spread  decreased  54 basis  points to 2.11% for the three months
ended  September 30, 2005,  from 2.65% for the three months ended  September 30,
2004.  Presently,   interest-bearing   liabilities  are  repricing  faster  than
interest-earning  assets.  The  cost  of  average  interest-bearing  liabilities
increased 58 basis points,  from 1.82% for the three months ended  September 30,
2004,  to 2.40% for the three months  ended  September  30, 2005.  Over the same
period,  the yield on  average  interest-earning  assets  increased  four  basis
points,  to 4.51% for the three months ended  September 30, 2005, from 4.47% for
the three months ended  September  30, 2004.  Net interest  margin  decreased 24
basis points to 2.63% for the three months ended  September  30, 2005,  compared
with 2.87% for the three months ended September 30, 2004.

                                       -9-

<PAGE>

The  ratio  of  average  interest-earning  assets  to  average  interest-bearing
liabilities  increased  from 114.31% for the three months  ended  September  30,
2004,  to 127.71% for the three months  ended  September  30, 2005.  The primary
reason for the increase in the ratio was the infusion of cash resulting from the
Company's  initial  public  offering  completed  in February  2005.  The Company
continues to deploy the proceeds  from the initial  public  offering,  primarily
into loans  receivable,  which is expected to help  mitigate the increase in the
cost of funds.

Interest  Income.  Total interest  income  increased $2.1 million,  or 10.6%, to
$22.0 million for the three months ended  September 30, 2005, from $19.9 million
for the three months ended September 30, 2004. Average  interest-earning  assets
increased  $165.1 million,  or 9.3%, to $1.95 billion for the three months ended
September 30, 2005,  from $1.78 billion for the three months ended September 30,
2004. The increase in average  interest-earning  assets was  significantly  more
important to the increase in interest  income than the four basis point increase
in the yield on  average  interest-earning  assets.  Management  attributes  the
increase in average  interest-earning  assets primarily to the proceeds from the
Company's initial public offering.

Interest  income on loans  receivable  increased  $989,000,  or  13.9%,  to $8.1
million for the three months ended September 30, 2005, from $7.1 million for the
three months ended September 30, 2004. The average  balance of loans  receivable
increased $66.1 million,  or 12.9%, to $576.8 million for the three months ended
September 30, 2005, from $510.7 million for the three months ended September 30,
2004. A four basis point  increase in the yield on average  loans  receivable to
5.63% from 5.59%,  year-over-year,  also contributed to the increase in interest
income.  A major  marketing  effort  contributed  to the increase in the average
balance of loans receivable.  The slighter higher yield reflects rising rates on
loan  originations  and upward rate  adjustments on adjustable rate and floating
rate loans.

Interest  income  on  mortgage-backed  securities  held  to  maturity  decreased
$81,000,  virtually  unchanged  at $8.6  million  for  the  three  months  ended
September 30, 2005 and the three months ended  September 30, 2004.  There was an
increase of $2.5 million in the average balance of  mortgage-backed  securities,
to $757.5  million for the three months ended  September  30, 2005,  from $755.0
million for the three months  ended  September  30,  2004.  The yield on average
mortgage-backed  securities  decreased  to  4.52%  for the  three  months  ended
September  30, 2005,  from 4.58% for the three months ended  September 30, 2004.
The  relatively   stable   average   balance  of   mortgage-backed   securities,
year-over-year,  resulted from  reinvestment  of monthly  principal and interest
payments into new  mortgage-backed  securities.  The decrease in yield  resulted
from maturing  higher  yielding  securities  being  reinvested in new purchases,
which  occurred  in  a  lower  interest  rate  environment.  Additionally,  most
mortgage-backed  securities  purchased  during  the year were  adjustable  rate,
sacrificing  higher yields on fixed rate securities in the short-term,  for some
interest rate risk protection in the future.

Interest income on investment securities available for sale and held to maturity
increased  $352,000,  or  8.8%,  to $4.4  million  for the  three  months  ended
September 30, 2005,  from $4.0 million for the three months ended  September 30,
2004.  The  increase  in  interest  income  resulted  from an  increase of $19.7
million,  or 4.1%,  in the average  balance of  investment  securities to $501.7
million for the three months ended  September 30, 2005,  from $482.0 million for
the three  months  ended  September  30,  2004,  and an increase in the yield on
average  investment  securities.  The yield  improved  from  3.33% for the three
months ended  September 30, 2004, to 3.48% for the three months ended  September
30,  2005.  The  growth in the  average  balance  of the  investment  securities
portfolio resulted from the redeployment of cash and cash equivalents,  and came
primarily in the  tax-exempt  category.  The higher yield resulted from maturing
short-term  government  agency notes being  reinvested in  tax-exempt  municipal
bonds  featuring  nominally  higher  coupons  as well as higher  tax  equivalent
yields.

                                      -10-

<PAGE>

Interest income on other  interest-earning  assets increased to $919,000 for the
three months ended  September 30, 2005, from $115,000 for the three months ended
September 30, 2004. This was a result of a $76.8 million increase in the average
balance of other interest-earning  assets to $111.4 million for the three months
ended  September  30,  2005,  from  $34.6  million  for the three  months  ended
September  30,  2004.  The  average  balance  of other  interest-earning  assets
increased  due  to  the  increase  in  interest-earning  deposits,  the  primary
component of other interest-earning assets.  Interest-earning deposits increased
due to the proceeds from the initial public offering completed in February 2005.
There  was  a  197  basis  point   increase  in  the  yield  on  average   other
interest-earning  assets to 3.30% for the three months ended September 30, 2005,
from  1.33%  for the  three  months  ended  September  30,  2004,  due to rising
short-term interest rates.

Interest Expense.  Total interest expense  increased $2.1 million,  or 29.6%, to
$9.2 million for the three months ended  September  30, 2005,  from $7.1 million
for the three months ended September 30, 2004. The increase  resulted  primarily
from an increase in the cost of average interest-bearing liabilities,  nominally
offset by a decrease in the  average  balance of  interest-bearing  liabilities.
There was a 58 basis  point  increase  in the cost of  average  interest-bearing
liabilities to 2.40% for the three months ended  September 30, 2005,  from 1.82%
for  the  three  months  ended  September  30,  2004.  The  average  balance  of
interest-bearing  liabilities decreased $34.3 million, or 2.2%, to $1.52 billion
for the three months ended  September 30, 2005, from $1.56 billion for the three
months ended September 30, 2004.

Interest expense on deposits  increased $2.2 million,  or 36.1%, to $8.3 million
for the three months ended  September 30, 2005,  from $6.1 million for the three
months  ended  September  30,  2004.  The increase  resulted  primarily  from an
increase  in the cost of  average  interest-bearing  deposits,  which  more than
offset a nominal decrease in the average balance of  interest-bearing  deposits.
The cost of average interest-bearing deposits increased 61 basis points to 2.27%
for the three months ended  September 30, 2005,  from 1.66% for the three months
ended  September  30, 2004.  The average  balance of  interest-bearing  deposits
decreased  $11.0 million,  to $1.46 billion for the three months ended September
30, 2005,  from $1.47  billion for the three months  ended  September  30, 2004.
Management  found it necessary to begin raising  certificate of deposit interest
rates,  reacting to rising  short-term  interest rates during the months between
reporting periods, to address deposit outflows.

Interest  expense on Federal  Home Loan Bank  advances  decreased  $120,000,  or
12.1%,  to $871,000 for the three months ended September 30, 2005, from $991,000
for the three months ended  September 30, 2004.  The average  balance  decreased
$23.3 million,  or 27.1%,  to $62.8 million for the three months ended September
30, 2005,  from $86.1  million for the three months  ended  September  30, 2004,
which  was more  than  enough  to  offset  an  increase  in the cost of  average
borrowings.  The cost of average  borrowings  increased 95 basis points to 5.55%
from 4.60%,  year-over-year.  The decrease in the average balance  resulted from
the  repayment  of  short-term   advances  obtained  to  fund  the  purchase  of
securities, subsequently paid off with proceeds from the initial public offering
completed in February 2005. The cost of average borrowings  increased due to the
repayment of the  short-term,  low cost  advances,  leaving  mostly  higher rate
long-term advances on the Company's books.

Provision for Loan Losses. The provision for loan losses decreased  $76,000,  or
50.3%,  to $75,000 for the three months ended  September 30, 2005, from $151,000
for the three months ended  September 30, 2004.  Total loans increased to $602.1
million  at  September  30,  2005,   from  $562.6  million  at  June  30,  2005.
Non-performing loans were $2.0 million, or 0.33% of total loans at September 30,
2005, as compared to $1.9 million, or 0.34% of total loans at June 30, 2005. The
allowance for loan losses as a percentage of gross loans  outstanding  was 0.91%
at September 30, 2005 and 0.96% at June 30, 2005,  reflecting allowance balances
of $5.5 million and $5.4  million,  respectively.  The allowance for loan losses
was $5.3 million at September 30, 2004.

                                      -11-

<PAGE>

Management  assesses the  allowance  for loan losses  monthly.  Management  uses
available  information to recognize  losses on loans,  however,  additional loan
loss  provisions  may be necessary  in the future,  based on changes in economic
conditions.  In  addition,  regulatory  agencies,  as an integral  part of their
examination  process,  periodically review the allowance for loan losses and may
require  us to  recognize  additional  provisions  based  on their  judgment  of
information  available to them at the time of their  examination.  We maintained
the  allowance  for  loan  losses  as of  September  30,  2005 at a  level  that
represented  management's  best estimate of losses in the loan  portfolio to the
extent they were both probable and reasonably estimable.

Non-Interest Income. Non-interest income attributed to fees, service charges and
miscellaneous  income  increased  $13,000,  or 2.6%,  to $507,000  for the three
months ended September 30, 2005, compared to $494,000 for the three months ended
September  30, 2004.  The increase in  non-interest  income  attributed to fees,
service  charges and  miscellaneous  income was due primarily to income realized
from  additional  bank owned life insurance  purchased  during the quarter ended
September 30, 2005, offset by lower non-recurring loan fee income.

Non-interest  income  from gains on the sale of  securities  was $86,000 for the
quarter  ended  September  30, 2005,  resulting  from the sale of a $6.9 million
government  income  fund  acquired  during an  earlier  merger,  and held in the
Company's  available for sale  portfolio.  There was no income from gains on the
sale of securities during the quarter ended September 30, 2004.

Non-Interest  Expense.  Total  non-interest  expense increased $1.6 million,  or
20.5%,  to $9.4 million for the three months ended September 30, 2005, from $7.8
million for the three months ended  September 30, 2004.  The increase  consisted
primarily of an increase in salaries and employee  benefits,  an increase in the
cost  of  office  occupancy  and  equipment  and an  increase  in  miscellaneous
expenses.

Salaries and employee benefits increased $951,000, or 20.2%, to $5.6 million for
the three months  ended  September  30,  2005,  compared to $4.7 million for the
three months  ended  September  30, 2004.  The increase was the result of normal
salary  increases,  increased  benefit  costs and  hiring of  additional  staff.
Pension plan contribution  expense for the three months ended September 30, 2005
was $636,000,  as compared to $322,000 for the three months ended  September 30,
2004.  The  increase is due to lower than  expected  investment  returns on plan
assets and higher required  contributions  resulting from the incremental effect
of normal  salary  increases.  The quarter ended  September  30, 2005  contained
employee stock ownership plan ("ESOP")  compensation expense of $436,000,  while
the quarter ended September 30, 2004 did not include this expense category.  The
Bank  established  the ESOP  during the initial  public  offering  completed  in
February 2005 and purchased 1.7 million shares in the IPO.

Net occupancy expense of premises and equipment expense increased  $427,000,  or
28.5%,  to $1.9 million for the three months ended September 30, 2005, from $1.5
million for the three months ended September 30, 2004.  This increase  primarily
reflects normal increases in the cost of office occupancy and equipment, as well
as operating  expenses and depreciation  expense attributed to the Company's new
53,000  square  foot  administrative  headquarters  building in  Fairfield,  New
Jersey. The administrative headquarters building was occupied during the quarter
ended December 31, 2004;  therefore,  the quarter ended  September 30, 2004 does
not include  expenses  associated with its occupancy.  The increase in equipment
expense resulted from higher depreciation expense and increased costs related to
data processing, ATM support and Internet banking, all of which are outsourced.

                                      -12-

<PAGE>

All other elements of  non-interest  expense  totaled $1.8 million for the three
months ended  September 30, 2005; an increase of $211,000,  or 13.2%,  from $1.6
million for the three months ended  September 30, 2004.  Miscellaneous  expenses
increased  $160,000,  to $979,000 for the three months ended September 30, 2005,
as  compared  to  $819,000  for the  three  months  ended  September  30,  2004.
Professional fees consisting of legal expense and audit and accounting  services
expense  increased  $26,000  and  $70,000,  respectively,  in large  part due to
becoming a public company during the months between the reporting periods.

Provision for Income Taxes.  The provision for income taxes decreased  $573,000,
or 35.8%,  to $989,000 for the three months ended  September 30, 2005, from $1.6
million for the three months ended September 30, 2004. The effective  income tax
rates were 25.0% for the three months ended  September  30, 2005, as compared to
29.2% for the three months ended September 30, 2004.  Management  attributes the
decrease in income tax expense to a decrease in pre-tax  income of $1.4 million,
or 25.9%,  to $4.0 million for the three months ended  September 30, 2005,  from
$5.4  million  for  the  three  months  ended  September  30,  2004.  Management
attributes the lower  effective  income tax rate to tax  management  strategies,
including   investing  in   bank-qualified   tax-exempt   municipal   bonds  and
transferring   investment   securities  held  to  maturity  and  mortgage-backed
securities held to maturity to a New Jersey investment  company,  Kearny Federal
Investment  Corp.,  a wholly  owned  subsidiary  of the  Bank,  which  commenced
operations in July 2004.

Liquidity and Capital Resources

The Bank is required to have enough investments that qualify as liquid assets in
order to maintain sufficient liquidity to ensure a safe operation. Liquidity may
increase or decrease  depending upon the  availability  of funds and comparative
yields on investments  in relation to the return on loans.  The Bank attempts to
maintain   liquid  assets  at  levels  believed  to  be  adequate  to  meet  the
requirements of normal  operations,  including  potential deposit outflows.  The
Bank  reviews  cash  flow  projections  regularly  and  updates  them to  assure
maintenance  of adequate but not excessive  liquidity.  Liquidity  management is
both a daily and long-term function of business management.

The Bank's liquidity,  represented by cash and cash equivalents, is a product of
its operating, investing and financing activities. The Bank's primary sources of
funds are deposits, amortization,  prepayments and maturities of mortgage-backed
securities and outstanding loans,  maturities of investment securities and funds
provided  from  operations.  In  addition,  the  Bank  invests  excess  funds in
short-term  interest-earning  assets such as overnight  deposits or U.S.  agency
securities,  which  provide  liquidity  to  meet  lending  requirements.   While
scheduled payments from the amortization of loans and mortgage-backed securities
and maturing  investment  securities and short-term  investments  are relatively
predictable  sources of funds,  general interest rates,  economic conditions and
competition  greatly  influence  deposit  flows  and  prepayments  on loans  and
mortgage-backed  securities. The Bank also generates cash through borrowings. If
the Bank  requires  funds  beyond  its  ability  to  generate  them  internally,
borrowing  agreements  exist  with the  Federal  Home Loan Bank of New York (the
"FHLB") which provides an additional source of funds.

The Bank uses its sources of funds primarily to meet ongoing commitments, to pay
maturing  certificates  of  deposit  and  savings  withdrawals,   to  fund  loan
commitments  and to maintain its  portfolio of  mortgage-backed  securities  and
investment  securities.   At  September  30,  2005,  the  Bank  has  outstanding
commitments  to  originate  loans  of $81.0  million.  Certificates  of  deposit
scheduled to mature in one year or less at September  30, 2005,  totaled  $698.9
million.  Management's  policy is to maintain  deposit  rates at levels that are
competitive  with other local financial  institutions.  Based on the competitive
rates and on  historical  experience,  management  believes  that a  significant
portion of maturing deposits will remain with the Bank.  However,  if the Bank's
loan  originations  remain strong and deposits continue to run off, the Bank may
find it necessary to increase its FHLB advances. At September 30, 2005, advances
from the FHLB amounted to $61.5 million.

                                      -13-

<PAGE>

Consistent  with  its  goals  to  operate  a  sound  and  profitable   financial
organization,   the  Bank   actively   seeks  to   maintain   its  status  as  a
well-capitalized  institution in accordance  with  regulatory  standards.  As of
September  30,  2005,   Kearny   Federal   Savings  Bank  exceeded  all  capital
requirements of the Office of Thrift Supervision (the "OTS").

The  following  table sets forth the Bank's  capital  position at September  30,
2005, as compared to the minimum regulatory capital requirements:

<TABLE>
<CAPTION>
                                                     September 30, 2005 (Unaudited)
                              ------------------------------------------------------------------------------
                                                                                           To Be Well
                                                                                        Capitalized Under
                                                               Minimum Capital          Prompt Corrective
                                        Actual                   Requirements           Action Provisions
                              ------------------------    -----------------------    -----------------------
                                  Amount       Ratio         Amount        Ratio       Amount        Ratio
                              ------------------------------------------------------------------------------
                                                             (In Thousands)
<S>                            <C>           <C>     <C>                 <C>    <C>                <C>
Total Capital
  (to risk-weighted assets)    $ 368,405       50.92%      $ 57,877        8.00%     $ 72,346        10.00%

Tier 1 Capital
  (to risk-weighted assets)    $ 359,730       49.72%             -           -      $ 43,407         6.00%

Core (Tier 1) Capital
  (to adjusted total assets)   $ 359,730       18.49%      $ 58,366        3.00%     $ 97,276         5.00%

Tangible Capital
  (to adjusted total assets)   $ 359,730       18.49%      $ 29,183        1.50%            -            -
</TABLE>

                                      -14-

<PAGE>

                                     ITEM 3.
            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
            ---------------------------------------------------------


Qualitative  Analysis.  The ability to maximize net  interest  income is largely
dependent upon the  achievement of a positive  interest rate spread  sustainable
during fluctuations in prevailing interest rates. Interest rate sensitivity is a
measure  of the  difference  between  amounts  of  interest-earning  assets  and
interest-bearing  liabilities,  which either  re-price or mature  within a given
period.  The  difference,  or the interest rate  re-pricing  "gap",  provides an
indication of the extent changes in interest  rates may affect an  institution's
interest  rate spread.  A positive  gap exists when the amount of  interest-rate
sensitive assets exceeds the amount of interest-rate sensitive liabilities,  and
a negative  gap exists when the amount of interest  rate  sensitive  liabilities
exceeds the amount of interest-rate sensitive assets. Generally, during a period
of rising  interest  rates,  a negative  gap  within  shorter  maturities  would
adversely  affect  net  interest  income,  while a positive  gap within  shorter
maturities would result in an increase in net interest  income.  During a period
of falling interest rates, a negative gap within shorter maturities would result
in an  increase  in net  interest  income  while a positive  gap within  shorter
maturities would result in a decrease in net interest income.

Because the Bank's interest-bearing liabilities, which mature or re-price within
short periods exceed its interest-earning  assets with similar  characteristics,
material and prolonged  increases in interest rates  generally  would  adversely
affect net interest income,  while material and prolonged  decreases in interest
rates generally would have a positive effect on net interest income.

The Bank's  Board of  Directors  established  an Interest  Rate Risk  Management
Committee comprised of members of the board and management.  The committee meets
quarterly to address management of the Bank's assets and liabilities,  including
review of its short  term  liquidity  position;  loan and  deposit  pricing  and
production volumes and alternative funding sources; current investments; average
lives,  durations and  re-pricing  frequencies  of loans and  securities;  and a
variety of other asset and liability  management  topics.  The committee reports
the results of its quarterly  review to the full board,  which adjusts  interest
rate risk policy and strategies, as it considers necessary and appropriate.

Quantitative  Analysis.  Management  using the OTS model,  which  estimates  the
change in the Bank's net  portfolio  value (the  "NPV") over a range of interest
rate  scenarios,  monitors  the Bank's  interest  rate  sensitivity.  NPV is the
present value of expected cash flows from assets,  liabilities,  and off-balance
sheet contracts. OTS defines the NPV ratio, under any interest rate scenario, as
the NPV in that  scenario  divided  by the  market  value of  assets in the same
scenario.  The OTS produces its analysis based upon data submitted on the Bank's
quarterly  Thrift Financial  Reports.  The following table sets forth the Bank's
NPV as of June 30,  2005,  the most recent date for which the Bank has  received
the Bank's NPV as calculated by the OTS.  Management does not believe that there
has been a material  adverse change in the Bank's  interest rate risk during the
three months ended September 30, 2005.

<TABLE>
<CAPTION>
                                               At June 30, 2005
                      ---------------------------------------------------------------------
                                                            Net Portfolio Value
                          Net Portfolio Value          as % of Present Value of Assets
                       ------------------------     ---------------------------------------
                                                                 Net Portfolio  Basis Point
   Changes in Rates     $ Amount      $ Change      % Change      Value Ratio     Change
   ----------------     --------      --------      --------      -----------     ------
                                                 (In Thousands)
<S>   <C>              <C>           <C>               <C>         <C>           <C>
       +300 bp           270,156      -138,711          -34%         14.46%       -570 bp
       +200 bp           317,332       -91,535          -22%         16.52%       -365 bp
       +100 bp           364,231       -44,635          -11%         18.44%       -173 bp
          0 bp           408,866             -            -          20.17%          -
       -100 bp           438,355       +29,488           +7%         21.23%       +106 bp
       -200 bp           455,020       +46,154          +11%         21.76%       +159 bp
</TABLE>


                                      -15-

<PAGE>

Certain  shortcomings are inherent in the methodology used in the above interest
rate risk  measurements.  Modeling  changes in NPV require the making of certain
assumptions,  which may or may not reflect the manner in which actual yields and
costs respond to changes in market interest rates. In this regard, the NPV model
presented  assumes that the composition of the Bank's interest  sensitive assets
and liabilities  existing at the beginning of a period remains constant over the
measurement  period. The model also assumes that a particular change in interest
rates reflects  uniformly  across the yield curve  regardless of the duration to
maturity or re-pricing of specific assets and liabilities. Accordingly, although
the NPV measurements and net interest income models provide an indication of the
Bank's  interest  rate  risk  exposure  at a  particular  point  in  time,  such
measurements  are not  intended to and do not provide a precise  forecast of the
effect of changes in market interest rates on the Bank's net interest income and
will differ from actual results.

                                      -16-

<PAGE>

                                     ITEM 4.
                             CONTROLS AND PROCEDURES
                             -----------------------


Based on their  evaluation of the Company's  disclosure  controls and procedures
(as defined in Rules  13a-15(e)  under the Securities  Exchange Act of 1934 (the
"Exchange Act")),  the Company's  principal  executive officer and the principal
financial  officer have  concluded  that as of the end of the period  covered by
this Quarterly  Report on Form 10-Q such disclosure  controls and procedures are
effective to ensure that information  required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange  Commission  rules and forms and is accumulated and communicated to the
Company's  management,  including the principal  executive officer and principal
financial officer,  as appropriate to allow timely decisions  regarding required
disclosures.

During the quarter under report,  there was no change in the Company's  internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Securities  and  Exchange  Act of 1934)  that  has  materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                      -17-

<PAGE>

                                     PART II


 ITEM 1.   Legal Proceedings
           -----------------

           At September 30, 2005, neither the Company nor the Bank were involved
           in any pending legal proceedings other than routine legal proceedings
           occurring in the ordinary  course  of business, which involve amounts
           in the aggregate  believed  by  management  to be  immaterial  to the
           financial condition of the Company and the Bank.

 ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds
           -----------------------------------------------------------

           Not applicable.

 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
           --------

           The following Exhibits are filed as part of this report:

           3.1  Charter of Kearny Financial Corp. (1)
           3.2  By-laws of Kearny Financial Corp. (1)
           4.0  Specimen Common Stock Certificate of Kearny Financial Corp. (1)
          10.1  Employment Agreement between Kearny Federal Savings Bank and
                John N. Hopkins (1)
          10.2  Employment Agreement between Kearny Federal Savings Bank and
                Allan Beardslee (1)
          10.3  Employment Agreement between Kearny Federal Savings Bank and
                Albert E. Gossweiler (1)
          10.4  Employment Agreement between Kearny Federal Savings Bank and
                Sharon Jones (1)
          10.5  Employment Agreement between Kearny Federal Savings Bank and
                William C. Ledgerwood (1)
          10.6  Employment Agreement between Kearny Federal Savings Bank and
                Erika Sacher (1)
          10.7  Employment Agreement between Kearny Federal Savings Bank and
                Patrick M. Joyce (1)
          10.8  Directors Consultation and Retirement Plan (1)
          10.9  Benefit Equalization Plan (1)
          10.10 Benefit Equalization Plan for Employee Stock Ownership Plan (1)
          11.0  Statements re: computation of per share earnings
                (Filed herewith).
          31.0  Rule 13a-14(a)/15d-14(a) Certifications (Filed herewith).
          32.0  Section 1350 Certifications (Filed herewith).

`         ---------------------
          (1)  Incorporated by reference to the identically  numbered exhibit to
               the  Registrant's  Registration  Statement  on Form S-1 (File No.
               333-118815).

                                      -18-

<PAGE>

                                   SIGNATURES
                                   ----------





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











                                  KEARNY FINANCIAL CORP.

Date:      November 14, 2005      By: /s/ John N. Hopkins
                                      ------------------------------------------
                                      John N. Hopkins
                                      President and Chief Executive Officer
                                      (Duly  authorized  officer  and  principal
                                      executive officer)

Date:      November 14, 2005      By: /s/ Albert E. Gossweiler
                                      ------------------------------------------
                                      Albert E. Gossweiler
                                      Senior Vice President and Chief  Financial
                                      Officer
                                      (Principal financial officer)


                                      -19-