UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-Q   (Mark One)  ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended
June 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: 000-32891   1ST CONSTITUTION BANCORP (Exact Name of Registrant as Specified in Its Charter)   New Jersey

22-3665653(State of Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)2650 Route 130, P.O. Box 634, Cranbury, NJ

08512(Address of Principal Executive Offices)

(Zip Code)  (609) 655-4500 (Issuers Telephone Number, Including Area Code)   (Former name, former address and former
fiscal year, if changed since last report)   Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ý    No ̈  Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934).    Yes ̈No  ý  As of
August 3, 2005, there were 3,267,291
shares of the registrants common stock, no par value, outstanding.       1ST CONSTITUTION BANCORPFORM 10-QINDEXPagePART I.



FINANCIAL INFORMATIONItem

1.

Financial Statements

1Consolidated Balance Sheetsas of June 30, 2005 (unaudited)and December 31, 2004

1Consolidated Statements of Incomefor the Three Months and Six Months EndedJune 30, 2005 (unaudited) and June 30, 2004 (unaudited)

2Consolidated Statements of Cash Flowsfor the Six Months EndedJune 30, 2005 (unaudited) and June 30, 2004 (unaudited)

3Notes to Consolidated Financial Statements (unaudited)

4Item

2.

Managements Discussion and Analysis of Financial Conditionand Results of Operations

8Item

3.

Quantitative and Qualitative Disclosures About Market Risk

24Item

4.

Controls and Procedures

24PART II



OTHER INFORMATIONItem

2.

Unregistered Sales of Equity Securities and Use of Proceeds

26Item

4.

Submission of Matters to a Vote of Security Holders

27Item

6.

Exhibits

28SIGNATURES

29PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements

1st Constitution Bancorp and Subsidiaries
Consolidated Balance Sheets
June 30, 2005

December 31, 2004ASSETS

(unaudited)CASH AND DUE FROM BANKS

$8,617,915

$7,898,395FEDERAL FUNDS SOLD / SHORT-TERM INVESTMENTS

3,427,367

26,014Total cash and cash equivalents

12,045,282

7,924,409INVESTMENT SECURITIES:Available for sale, at fair value

73,227,363

85,588,649Held to maturity (fair value of $16,321,591 and $12,292,250 in 2005 and 2004,respectively)

16,225,433

12,167,137Total investment securities

89,452,796

97,755,786LOANS HELD FOR SALE

10,428,648

9,927,881LOANS

225,802,570

210,653,051Less- Allowance for loan losses

(2,190,736)

(2,005,169)Net loans

223,611,834

208,647,882PREMISES AND EQUIPMENT, net

2,204,602

2,324,219ACCRUED INTEREST RECEIVABLE

1,574,312

1,444,493BANK OWNED LIFE INSURANCE

6,765,112

6,643,502OTHER ASSETS

1,046,391

1,162,268Total assets

$347,128,977

$335,830,440LIABILITIES AND SHAREHOLDERS EQUITYLIABILITIES:DepositsNon-interest bearing

$60,552,017

$50,794,581Interest bearing

218,299,949

226,092,452Total deposits

278,851,966

276,887,033OTHER BORROWINGS

32,800,000

25,200,000REDEEMABLE SUBORDINATED DEBENTURES

5,155,000

5,155,000ACCRUED INTEREST PAYABLE

1,130,168

982,020ACCRUED EXPENSES AND OTHER LIABILITIES

1,589,313

816,003Total liabilities

319,526,447

309,040,056SHAREHOLDERS EQUITY:Common stock, no par value; 30,000,000 shares authorized; 3,324,578 shares issued and3,260,340 and 3,311,621 outstanding as of June 30, 2005 and December 31, 2004,respectively

22,324,472

22,255,402Retained earnings

6,902,163

4,725,257Treasury Stock, shares at cost (64,238 shares at June 30, 2005 and 5,199 shares atDecember 31, 2004, respectively)

(1,271,424)

(86,896)Accumulated other comprehensive loss

(352,681)

(103,379)Total shareholders equity

27,602,530

26,790,384Total liabilities and shareholders equity

$347,128,977

$335,830,440See accompanying notes to consolidated financial statements.1

1st Constitution Bancorp and SubsidiariesConsolidated Statements of Income(Unaudited)Three months ended June 30,

Six months ended June 30,INTEREST INCOME

2005

2004

2005

2004Interest and fees on loans

$4,126,583

$3,172,033

$8,038,521

$6,256,631Interest on securitiesTaxable

734,494

787,495

1,482,753

1,601,009Tax-exempt

168,304

83,652

323,675

167,651Interest on Federal funds sold andshort-term investments

6,926

646

12,140

6,857Total interest income

5,036,307

4,043,826

9,857,089

8,032,148INTEREST EXPENSEInterest on deposits

968,462

760,851

1,921,652

1,508,178Interest on securities sold under

351,863

245,472

603,789

469,196agreement to repurchase and other borrowed fundsInterest on redeemable subordinated debentures

85,269

63,454

160,269

125,637Total interest expense

1,405,594

1,069,777

2,685,710

2,103,011Net interest income

3,630,713

2,974,049

7,171,379

5,929,137Provision for loan losses

135,000

60,000

195,000

120,000Net interest income after provision for loan losses

3,495,713

2,914,049

6,976,379

5,809,137NON-INTEREST INCOMEService charges on deposit accounts

170,385

121,514

329,245

248,146Gain on sale of loans held for sale

460,303

443,477

750,266

609,322Income on bank-owned life insurance

55,496

59,250

121,610

118,500Other income

123,430

70,114

230,295

133,755Total other income

809,614

694,355

1,431,416

1,109,723NON-INTEREST EXPENSESalaries and employee benefits

1,412,547

1,315,901

2,766,543

2,413,175Occupancy expense

221,681

238,071

690,101

483,927Other operating expenses

987,301

682,120

1,735,094

1,362,311Total other expense

2,621,529

2,236,092

5,191,738

4,259,413Income before income taxes

1,683,798

1,372,312

3,216,057

2,659,447Income taxes

552,424

441,611

1,039,152

852,939Net income

$1,131,374

$930,701

$2,176,905

$1,806,508NET INCOME PER SHAREBasic

$0.34

$0.29

$0.66

$0.55Diluted

$0.33

$0.27

$0.63

$0.52See accompanying notes to consolidated financial statements2

1st Constitution Bancorp and SubsidiariesConsolidated Statements Of Cash Flows(Unaudited)Six months ended June 30,2005

2004OPERATING ACTIVITIES:Net income

$2,176,905

$1,806,508Adjustments to reconcile net incometo net cash provided by operating activities-Provision for loan losses

195,000

120,000Depreciation and amortization

257,556

157,543Net amortization on securities

81,640

222,294Gain on sale of loans held for sale

(750,266)

(609,322)Originations of loans held for sale

(29,439,737)

(40,000,337)Proceeds from sales of loans held for sale

29,689,236

41,013,235Increase in accrued interest receivable

(129,819)

(119,669)Income on Bank-owned life insurance

(121,610)

(118,500)Decrease (increase) in other assets

278,644

(195,051)Increase in accrued interest payable

148,148

35,688Increase in accrued expenses and other liabilities

773,310

41,576Net cash provided by operating activities

3,159,007

3,353,965INVESTING ACTIVITIES:Purchases of securities -Available for sale

0

(28,454,928)Held to maturity

(4,169,000)

0Proceeds from maturities and prepayments of securities -Available for sale

11,875,495

14,112,721Held to maturity

102,787

227,200Net increase in loans

(15,158,952)

(25,153,364)Capital expenditures

(137,939)

(623,963)Net cash used in investing activities

(7,487,609)

(39,892,334)FINANCING ACTIVITIES:Issuance of common stock, net

69,070

-Purchase of treasury stock

(1,184,528)

(235,340)Net increase in demand, savings and time deposits

1,964,933

7,645,500Net increase in securities sold under agreements to repurchase

-

11,266Net increase in other borrowings

7,600,000

23,700,000Net cash provided by financing activities

8,449,475

31,121,426Increase (decrease) in cash and cash equivalents

4,120,873

(6,416,843)CASH AND CASH EQUIVALENTSAT BEGINNING OF PERIOD

7,924,409

14,702,886CASH AND CASH EQUIVALENTSAT END OF PERIOD

$12,045,282

$8,286,043SUPPLEMENTAL DISCLOSURESOF CASH FLOW INFORMATION:Cash paid during the period for -Interest

$2,537,562

$2,067,323Income taxes

$590,000

$1,161,112See accompanying notes to consolidated financial statements3

1st Constitution Bancorp and SubsidiariesNotes To Consolidated Financial StatementsJune 30, 2005 (Unaudited)
(1) Summary of Significant Accounting Policies
The accompanying unaudited Consolidated Financial Statements herein have been prepared by 1st Constitution Bancorp (the Company), in accordance with accounting principles generally accepted in the United States of
America and pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such
rules and regulations. These consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes thereto included in the Companys Form 10-K for the year ended December 31, 2004, filed with the
SEC on March 24, 2005.
In the opinion of the Company, all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the operating results for the interim periods have been included.  The results of
operations for periods of less than a year are not necessarily indicative of results for the full year.
(2) Net Income Per Common Share
Basic net income per common share is computed by dividing net income by the weighted average number of shares outstanding during each period.
Diluted net income per common share is computed by dividing net income by the weighted average number of shares outstanding, as adjusted for the assumed exercise of potential common stock options, using the treasury stock method.
All share information has been restated for the effect of a (i) 5% stock dividend declared on December 17, 2004 and paid on January 31, 2005 to shareholders of record on January 18, 2005, and (ii) a two-for-one stock split in the form of a stock
dividend declared on January 20, 2005 and paid on February 28, 2005 to shareholders of record on February 10, 2005.
The following tables illustrate the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations.
Three Months Ended June 30, 2005Weighted-average

Per shareIncome

shares

amountBasic EPSNet income available to common stockholders

$1,131,373

3,304,845

$0.34Effect of dilutive securitiesOptions and Grants

-

132,953

(0.01)Diluted EPSNet income available to common stockholdersplus assumed conversion

$1,131,373

3,437,798

$0.33All options have been included in the computation of diluted earnings per share.4

Three Months Ended June 30, 2004Weighted-average

Per shareIncome

shares

AmountBasic EPSNet income available to common stockholders

$930,701

3,279,553

$0.29Effect of dilutive securitiesOptions and Grants

-

168,823

(0.02)Diluted EPSNet income available to common stockholdersplus assumed conversion

$930,701

3,448,376

$0.27All options have been included in the computation of diluted earnings per share.
Six Months Ended June 30, 2005Weighted-average

Per shareIncome

shares

AmountBasic EPSNet income available to common stockholders

$2,176,904

3,307,451

$0.66Effect of dilutive securitiesOptions and Grants

-

134,076

(0.03)Diluted EPSNet income available to common stockholdersplus assumed conversion

$2,176,904

3,441,527

$0.63All options have been included in the computation of diluted earnings per share.
Six Months Ended June 30, 2004Weighted-average

Per shareIncome

shares

AmountBasic EPSNet income available to common stockholders

$1,806,508

3,282,898

$0.55Effect of dilutive securitiesOptions and Grants

-

169,848

(0.03)Diluted EPSNet income available to common stockholdersplus assumed conversion

$1,806,508

3,452,746

$0.52All options have been included in the computation of diluted earnings per share.
5

(3) Stock-Based CompensationStock-based compensation is accounted for under the intrinsic value based method as prescribed by Accounting Principals Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees.  Included below
are the pro forma disclosures required by SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transaction and Disclosure which assumes the fair value
based method of accounting had been adopted.
Three months ended June 30,2005

2004Net income -As reported

$1,131,373

$930,701Deduct: Stock-based employee compensationdetermined under fair value based method forstock options, net of related tax effects

(6,385)

(6,357)Pro forma

$1,124,988

$924,344Net income per share -As reported -Basic

$0.34

$0.29Diluted

$0.33

$0.27Pro forma -Basic

$0.34

$0.28Diluted

$0.33

$0.27Six months ended June 30,2005

2004Net income -As reported

$2,176,904

$1,806,508Deduct: Stock-based employee compensationdetermined under fair value based method forstock options, net of related tax effects

(12,770)

(12,714)Pro forma

$2,164,134

$1,793,794Net income per share -As reported -Basic

$0.66

$0.55Diluted

$0.63

$0.52Pro forma -Basic

$0.65

$0.55Diluted

$0.63

$0.52
FASB Statement No. 123 (revised 2004),
Share-Based Payment(Statement 123(R)). Statement 123(R) addresses the accounting for share-based payment transactions in which an
enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity
instruments.  Statement 123(R) requires an entity to recognize the grant-date fair-value of stock options and other equity-based compensation issued to employees in the income statement.  Statement 123(R) generally requires that an entity account
for those transactions using the fair-value-based method; and eliminates an entitys ability to account for share-based compensation transactions using the intrinsic value method of accounting in APB Opinion No. 25,Accounting for Stock Issued to Employees, which was permitted under Statement 123, as
6

originally issued. Statement 123(R) requires
entities to disclose information about the nature of the share-based payment transactions and the effects of those transactions on the financial statements. Statement 123(R) is effective for the Company beginning January 1, 2006.  The Company
must use either the modified prospective or the modified retrospective transition method.  Early adoption of Statement 123(R) for interim or annual periods for which financial statements or interim reports have not been issued is permitted.  The
adoption of Statement 123(R) is expected to reduce reported net income and earnings per share. Management is evaluating Statement 123(R) and has not yet determined its full impact on the consolidated financial statements of the Company.
(4) Variable Interest Entities
Management has determined that the 1stConstitution Capital Trust I (the Trust) qualifies as a variable interest entity under FASB Interpretation 46
(FIN 46). In 2002, the Trust issued mandatorily redeemable preferred stock to investors and loaned the proceeds to the Company. The Trust holds, as its sole asset, subordinated debentures issued by the Company in 2002. Prior to December
31, 2003, the Trust was included in the Companys consolidated balance sheet and statements of income. Subsequent to the issuance of FIN 46, the FASB issued a revised interpretation, FIN 46(R), the provisions of which were required to be
applied to certain variable interest entities, including the Trust, by March 31, 2004. The Company adopted the provisions under FIN 46, as interpreted by FIN 46(R), and accordingly deconsolidated the Trust as of December 31, 2003.
In March 2005, the Federal Reserve Board adopted a final rule that would continue to allow the inclusion of trust preferred securities in Tier 1 capital, but with stricter quantitative limits. Under the final rule, after a
five-year transition period, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25% of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other
elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. Based on the final rule, the Company expects to include all of its $5.2 million in trust preferred securities in Tier 1 capital.
(5) Segment Information
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information establishes standards for the way public business enterprises report information about operating segments in annual financial statements
and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosure about products and services, geographic areas, and
major customers.  Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess
performance.  The statement also requires that public enterprises report a measure of segment profit or loss, certain specific revenue and expense items and segment assets.  It also requires that information be reported about revenues derived from
the enterprises products or services, or about the countries in which the enterprises earn revenues and hold assets, and about major customers, regardless of whether the information is used in making operating decisions.
7




Substantially all of the Companys business is conducted through its banking subsidiary and involves the delivery of loan and deposit products to customers. The Company makes operating decisions and assesses performance based
on an ongoing review of these banking operations, which constitute the only operating segment for financial reporting.
Item 2.

Managements Discussion and Analysis of Financial Condition and Results ofOperations
The following discussion of the operating results and financial condition at June 30, 2005 is intended to help readers analyze the accompanying financial statements, notes and other supplemental information contained in this
document. Results of operations for the three and six month periods ended June 30, 2005 are not necessarily indicative of results to be attained for any other period.
This discussion and analysis should be read in conjunction with the consolidated financial statements, notes and tables included elsewhere in this report and Part II, Item 7 of the Companys Form 10-K (Managements
Discussion and Analysis of Financial Condition and Results of Operations) for the year ended December 31, 2004, as filed with the SEC on March 24, 2005.
General
Throughout the following sections, the Company refers to 1stConstitution Bancorp and its wholly owned subsidiaries, 1stConstitution Bank and 1stConstitution Capital Trust I, the Bank refers to 1stConstitution Bank, and the Trust refers to 1stConstitution Capital Trust I. The purpose of this discussion and analysis is to
assist in the understanding and evaluation of the Companys financial condition, changes in financial condition, and results of operations.
The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Bank is a wholly-owned subsidiary of the Company. Other than its ownership interest in the Bank, the Company currently
conducts no other significant business activities.
The Bank operates nine branches, and has two subsidiaries, 1stConstitution Investment Company of Delaware, Inc., which manages an investment portfolio, and FCB Assets
Holdings, Inc., which is used by the Bank to manage and dispose of repossessed real estate.
The Trust, an unconsolidated subsidiary of the Company, was created to issue trust preferred securities to assist the Company to raise additional regulatory capital.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about our confidence and strategies and
our expectations about new and existing programs and products, relationships, opportunities,
8

technology and market conditions. These statements
may be identified by such forward-looking terminology as expect, believe, anticipate, or by expressions of confidence such as continuing or strong or similar statements or
variations of such terms.  Such forward-looking statements involve certain risks and uncertainties.  These include, but are not limited to, expected cost savings not being realized or not being realized within the expected time frame; income or
revenues being lower than expected or operating costs higher; competitive pressures in the banking or financial services industries increasing significantly; business disruption related to program implementation or methodologies; weakening of
general economic conditions nationally or in New Jersey; changes in legal and regulatory barriers and structures; and unanticipated occurrences delaying planned programs or initiatives or increasing their costs or decreasing their benefits, as well
as other risks and uncertainties detailed from time to time in filings of the Company with the U.S. Securities and Exchange Commission.  Actual results may differ materially from such forward-looking statements. These forward-looking statements
speak only as of the date of this document.
New Accounting Pronouncements
On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004),Share-Based Payment(Statement 123(R)). Statement
123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the
enterprises equity instruments or that may be settled by the issuance of such equity instruments. Statement 123(R) requires an entity to recognize the grant-date fair-value of stock options and other equity-based compensation issued to
employees in the income statement.  Statement 123(R) generally requires that an entity account for those transactions using the fair-value-based method; and eliminates an entitys ability to account for share-based compensation transactions
using the intrinsic value method of accounting in APB Opinion No. 25,Accounting for Stock Issued to Employees, which was permitted under Statement 123, as originally issued. Statement
123(R) requires entities to disclose information about the nature of the share-based payment transactions and the effects of those transactions on the financial statements. Statement 123(R) is effective for the Company beginning January 1, 2006.
The Company must use either the modified prospective or the modified retrospective transition method. Early adoption of Statement 123(R) for interim or annual periods for which financial statements or interim reports have not been issued is
permitted.  The adoption of Statement 123(R) is expected to reduce reported net income and earnings per share. Management is evaluating Statement 123(R) and has not yet determined its full impact on the consolidated financial statements of the
Company.
In March 2005 the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). FIN 47 requires an entity to recognize a liability for the fair value of a legal obligation to
perform asset-retirement activities that are conditional on a future event if the amount can be reasonably estimated. The Interpretation provides guidance to evaluate whether fair value is reasonably estimable. FIN 47 is effective no later than the
end of fiscal years ending after December 15, 2005. FIN 47 is not expected to have a material impact on the Companys financial position or results of operations.
9

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections," which replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle and
to changes required by an accounting pronouncement when the pronouncement does not include specific transition provisions. SFAS No. 154 requires retrospective application of changes in accounting principle to prior periods' financial statements
unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. APB Opinion No. 20 previously required that most voluntary changes in accounting principle be recognized by including the cumulative
effect of the change in net income for the period of the change in accounting principle. SFAS No. 154 carries forward without change the guidance contained in APB Opinion No. 20 for reporting the correction of an error in previously issued financial
statements and a change in accounting estimate. SFAS No. 154 also carries forward the guidance in APB Opinion No. 20 requiring justification of a change in accounting principle on the basis of preferability. SFAS No. 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December 15, 2005, with early adoption permitted. Our adoption of SFAS No. 154 will not have an impact on our financial condition or results of operations.
On June 29, 2005, the FASB directed its Staff to issue proposed Staff Position No. 03-1-a, "Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1," which provides implementation guidance on matters
such as impairment evaluations for declines in fair value caused by increases in interest rates and/or sector spreads, as final. The final Staff Position, to be retitled Staff Position No. FAS 115-1, "The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments," or FSP No. 115-1, will supersede Emerging Issues Task Force, or EITF, Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," and EITF Topic No. D-44,
"Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value," and is expected to be issued in August 2005. FSP No. 115-1 will replace the guidance set forth in paragraphs 10-18 of EITF Issue No.
03-1 with references to existing other-than-temporary guidance and will codify the guidance set forth in EITF Topic No. D-44 and clarify that an investor should recognize an impairment loss no later than when the impairment is deemed
other-than-temporary, even if a decision to sell has not been made. FSP No. 115-1 is to be effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. We do not expect the final issuance of FSP No.
115-1 to have a material impact on our financial condition or results of operations.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2005 and June 30, 2004
Summary
The Company realized net income of $1,131,374 for the three months ended June 30, 2005, an increase of 21.6% from the $930,701 reported for the three months ended June 30, 2004. Diluted net income per share was $0.33
for the three months ended June 30, 2005 compared to $0.27 per diluted share for the three months ended June 30, 2004.
10




Key performance ratios continued to improve for 2005. Return on average assets and return on average equity were 1.34% and 16.75% for the three months ended June 30, 2005 compared to 1.23% and 15.55%, respectively, for the three
months ended June 30, 2004.
All prior year share information has been restated for the effect of a 5% stock dividend declared on December 17, 2004 and paid on January 31, 2005 to shareholders of record on January 18, 2005, and the Companys two-for-one
stock split in the form of a stock dividend declared on January 20, 2005 and paid on February 28, 2005 to shareholders of record on February 10, 2005.
A significant factor impacting the Companys net interest income has been the rising level of market interest rates that evolved during the latter half of 2004 and continued through the second quarter of 2005. The Federal
Reserve Banks Open Market Committee (FOMC) held eight meetings in 2004 and held four meetings in the first and second quarters of 2005. Beginning with the June 30, 2004 meeting, the FOMC increased short-term interest rates by 25
basis points and continued with a series of 25 basis point increases in each of the next four meetings in 2004 and in each of the four meetings in 2005. The immediate benefit of these interest rate increases to the Companys investment security
purchases and floating rate assets resulted in a 60 basis point increase in the yield on total interest-earning assets. In addition, managements ability to lag the interest rate increases on deposits coupled with a tight discipline in deposit
pricing resulting in a 38 basis point increase to the Companys net interest margin. Management expects the FOMC to continue its program of increasing the targeted Federal Funds rate over the next few months and has structured the
Companys balance sheet to an asset sensitive position in order to continue to benefit from this rising market rates environment.
Earnings AnalysisInterest Income
Interest income for the three months ended June 30, 2005 was $5,036,307, increasing by 24.5% from the $4,043,826 reported in the three months ended June 30, 2004.  This is primarily attributable to the rising interest rate
environment that evolved during the latter half of 2004 and continued through the first half of 2005. For the three months ended June 30, 2005, average interest earning assets increased $30,704,459 or 10.7%, to $318,965,663 compared to
$288,261,204 for the three months ended June 30, 2004.  The increase in interest income resulting from increases in earning asset volume was complemented by an increase in the average yield earned on these assets. For the three months ended June
30, 2005, the average yield on earning assets increased 73 basis points to 6.43% from 5.70% for the three months ended June 30, 2004.
11

Interest Expense
Interest expense for the three months ended June 30, 2005 was $1,405,594, an increase of $335,817 from $1,069,777 reported for the three months ended June 30, 2004. Total average interest bearing liabilities increased
by $20,614,502 to $251,014,803 for the three months ended June 30, 2005 from $230,400,301 for the three months ended June 30, 2004. The average cost of interest bearing liabilities increased 38 basis points to 2.25% for the three months
ended June 30, 2005 from 1.87% for the three months ended June 30, 2004, primarily as a result of an increase in market-driven rates paid on deposits and short-term borrowed funds.
Net Interest Income
The Companys net interest income for the three months ended June 30, 2005 was $3,630,713, an increase of 22.1% from the $2,974,049 reported for June 30, 2004. The net interest margin, on a fully taxable equivalent
basis, increased 46 basis points to 4.67% for the three months ended June 30, 2005 from 4.21% for the three months ended June 30, 2004. The increase in the net interest margin was primarily the result of interest earning assets repricing faster than
interest bearing liabilities in the rising current rate environment, combined with a lower level of net amortization of premiums on mortgage-backed investment securities. Net amortization expense decreased to $35,025 for the three months ended
June 30, 2005 versus $103,375 for the three months ended June 30, 2004.
Provision for Loan Losses
Management maintains the allowance for loan losses at a level that is considered adequate to absorb losses on existing loans that may become uncollectible based upon an evaluation of known and inherent risks in the loan portfolio.
Additions to the allowance are made by charges to the provision for loan losses. The evaluation considers a complete review of the following specific factors:  historical losses by loan category, non-accrual loans, problem loans as identified
through internal classifications, collateral values, and the growth and size of the portfolio. Additionally, current economic conditions and local real estate market conditions are considered. As a result of this evaluation process, the
Companys provision for loan losses was $136,000 for the three months ended June 30, 2005 and $60,000 for the three months ended June 30, 2004.
Non-Interest Income
Total non-interest income increased $115,259, or 16.6%, to $809,614 for the three months ended June 30, 2005 from $694,355 for the three months ended June 30, 2004. Service charges on deposit accounts amounted to
$170,385 for the three months ended June 30, 2005 compared to $121,514 for the three months ended June 30, 2004.  In early 2005, the Bank performed a comparative study of competitors service charges throughout its marketplace and,
based on the studys findings, increased the service charge components and structured it to be more consistent with those competitors.  This comparative study of fees and charges has also resulted in the current period increase in other income
to $123,430 for the three months ended June 30, 2005 compared to $70,114 for the three months ended June 30, 2004. Included in this component are fees assessed for ATM usage, wire transfer execution, lock box services and other branch network services.
12

Non-Interest Expense
Non-interest expense increased $385,437, or 17.2%, to $2,621,529 for the three months ended June 30, 2005, from $2,236,092 for the three months ended June 30, 2004.  Salaries and employee benefits increased $96,646
for the three months ended June 30, 2005 compared to the three months ended June 30, 2004, primarily due to (a) increased branch staffing levels as a result of the opening of two new branches during the latter half of 2004 plus (b) normal employee
salary increases.  Other expenses increased $305,181, primarily as a result of costs related to making these new branches operational.
An important industry productivity measure is the efficiency ratio.  The efficiency ratio is calculated by dividing total operating expenses by net interest income and other income. An increase in the efficiency ratio indicates
that more resources are being utilized to generate the same or greater volume of income, while a decrease would indicate a more efficient allocation of resources.  The Companys efficiency ratio for the quarter ended June 30, 2005 was 59.1%
compared to 61.0% for the quarter ended June 30, 2004.
Six Months Ended June 30, 2005 and June 30, 2004
Summary
The Company realized net income of $2,176,905 for the six months ended June 30, 2005, an increase of $307,397, or 20.5%, over the $1,806,508 realized for the six months ended June 30, 2004. Net income per diluted share
was $0.63 for the six months ended June 30, 2005 compared to $0.52 per diluted share for the six months ended June 30, 2004.
Key performance ratios continued to improve during the six months ended June 30, 2005. Return on average assets and return on average equity were 1.31% and 16.24%, respectively, for the six months ended June 30, 2005 compared to
1.22% and 15.23%, respectively, for the six months ended June 30, 2004.
Earnings AnalysisInterest Income
For six months ended June 30, 2005, total interest income was $9,857,089, an increase of $1,824,941 or 22.7%, compared to total interest income of $8,032,148 for the six months ended June 30, 2004. The following table
sets forth the Companys consolidated average balances of assets, liabilities and shareholders equity as well as interest income and expense on related items, and the Companys average rate for the six month periods ended June 30,
2005 and 2004.
13

Average Balance Sheets with Resultant Interest and Rates(yields on a tax-equivalent basis)

Six months ended June 30, 2005

Six months ended June 30, 2004Average



Average

Average



AverageBalance

Interest

Rate

Balance

Interest

RateAssets:Federal Funds Sold/Short-Term Investments

$822,842

$12,140

2.98%

$1,470,637

$6,857

0.94%Securities:Collateralized Mortgage Obligations/Mortgage Backed Securities

78,188,981

1,482,753

3.79%

86,413,399

1,601,009

3.71%States and Political Subdivisions

18,342,690

479,038

5.22%

8,798,030

248,124

5.64%Total

96,531,671

1,961,791

4.88%

95,211,429

1,849,133

3.88%Loan Portfolio:Commercial

34,715,326

1,233,274

7.16%

27,476,059

1,065,942

7.78%Installment

2,378,152

99,508

8.44%

4,018,497

160,307

8.00%Commercial Mortgages andConstruction Wholesale

140,446,826

4,843,739

6.95%

116,413,575

3,453,538

5.95%Residential Mortgages andConstruction Retail

14,368,887

465,815

6.54%

26,517,639

611,300

4.62%All Other Loans

27,737,793

1,396,185

10.15%

10,662,621

965,545

10.90%Total

219,646,984

8,038,521

7.38%

185,088,391

6,256,632

6.78%Total Interest-Earning Assets

317,001,497

10,012,452

6.37%

281,770,457

8,112,622

5.77%Allowance for Loan Losses

(2,089,823)





(1,855,314)Cash and Due From Bank

8,589,865





7,243,985Other Assets

11,794,168





10,363,623Total Assets

$335,295,707





$297,522,751Interest-Bearing Liabilities:Money Market and NOW Accounts

$103,936,299

$588,311

1.14%

$84,886,100

$383,258

0.91%Savings Accounts

25,683,040

89,925

0.71%

26,959,284

69,622

0.52%Certificates of Deposit

75,583,738

1,061,988

2.83%

73,205,894

923,469

2.53%Certificates of Deposit of $100,000 and Over

12,256,921

181,428

2.98%

10,760,904

131,829

2.46%Federal Funds Purchased/Other Borrowed Funds

28,435,260

603,789

4.26%

23,627,392

469,197

3.98%Redeemable Subordinated Debentures

5,155,000

160,269

6.41%

5,155,000

125,637

5.03%Total Interest-Bearing Liabilities

251,050,258

2,685,710

2.16%

224,594,574

2,103,012

1.88%Net Interest Spread





4.21%





3.89%Demand Deposits

54,459,629





46,517,113Other Liabilities

2,759,437





2,433,112Total Liabilities

308,269,324





273,544,799Shareholders' Equity

27,026,383





23,977,952Total Liabilities and Shareholders' Equity

335,295,707





297,522,751Net Interest Margin



$6,326,742

4.66%



$6,009,610

4.28%14

The current year increase in interest income resulted from higher average balances in the securities and loan portfolios combined with higher average yields earned on the loan portfolio. Net amortization of premiums on
mortgage-backed investment securities decreased to $81,640 for the six months ended June 30, 2005 compared to $222,294 for the six months ended June 30, 2004.  Average loans increased $34,558,593, or 18.7%, to $219,646,984 for the
six months ended June 30, 2005 from $185,088,391 for the six months ended June 30, 2004, while the yield on the portfolio increased 60 basis points to 7.38% for the six months ended June 30, 2005 from 6.78% for the six months ended June 30,
2004.  The higher loan yield reflected the higher interest rate environment that evolved during the latter half of 2004 and continued through the first half of 2005.
Average securities increased $1,320,242, or 1.4%, from $95,211,429 for the six months ended June 30, 2004 to $96,531,671 for the six months ended June 30, 2005, while the yield on the securities portfolio increased 100
basis points to 4.88% for the six months ended June 30, 2005 from 3.88% for the six months ended June 30, 2004.
Overall, the yield on the Companys total interest-earning assets increased 60 basis points to 6.37% for the six months ended June 30, 2005 from 5.77% for the six months ended June 30, 2004.
Interest Expense
Total interest expense for the six months ended June 30, 2005 was $2,685,710, an increase of $582,699, or 27.7%, compared to $2,103,011 for the six months ended June 30, 2004.  The increase in interest expense for the
current period resulted primarily from the impact of higher levels of interest-bearing liabilities priced at higher market interest rate levels. The average rate paid on interest bearing liabilities for the six months ended June 30, 2005 increased
28 basis points to 2.16% from 1.88% for the six months ended June 30, 2004.
Net Interest Income
The Companys net interest income for the six months ended June 30, 2005 was $7,171,379, an increase of $1,242,242, or 21.0%, compared to $5,929,137 for the six months ended June 30, 2004. The net interest margin
(on a tax-equivalent basis), which is net interest income divided by average interest-earning assets, was 4.66% for the six months ended June 30, 2005 compared to 4.28% for the six months ended June 30, 2004.
Provision for Loan Losses
Management maintains the allowance for loan losses at a level that is considered adequate to absorb losses on existing loans that may become uncollectible based upon an evaluation of known and inherent risks in the loan portfolio.
Additions to the allowance are made by charges to the provision for loan losses. The evaluation considers a complete review of the following specific factors:  historical losses by loan category, non-accrual loans, problem loans as identified
through internal classifications, collateral values, and the growth and size of the portfolio. Additionally, current economic conditions and local real estate market conditions are considered. As a result of this evaluation process, the
Companys provision for loan losses was $195,000 for the six months ended June 30, 2005 and $120,000 for the six months ended June 30, 2004.
15

Non-Interest Income
Total non-interest income for the six months ended June 30, 2005 was $1,431,416, an increase of $321,693, or 29.0%, from non-interest income of $1,109,723 for the six months ended June 30, 2004.
Gain on sale of loans held for sale represents the largest single source on non-interest income. Gain on sale of loans held for sale for the six months ended June 30, 2005 was $750,266 compared to $609,322 for the six
months ended June 30, 2004.  The current interest rate environment in 2005, with a continued lower level of long term market notes, has greatly fueled the volume of mortgage loan originations and subsequent secondary market mortgage loan
sales.
Service charges on deposit accounts were $329,245 for the six months ended June 30, 2005 compared to $248,146 for the six months ended June 30, 2004. Service charge income increased in 2005 principally due to
managements actions to restructure service charges and fees based on the results of a comparative study of market fees performed in early 2005. This also resulted in an increase in the other income component of non-interest income to
$230,295 for the six months ended June 30, 2005 compared to $133,755 for the six months ended June 30, 2004.
Income from Bank Owned Life Insurance (BOLI) amounted to $121,610 for the six months ended June 30, 2005, compared to $118,500 for the six months ended June 30, 2004. In 2001, the Company purchased $6.0
million in tax-free BOLI assets which partially offset the cost of employee benefit plans and reduced the overall effective tax rate.
Non-Interest Expense
Total non-interest expense for the six months ended June 30, 2005 was $5,191,738, an increase of $932,325, or 21.9%, compared to non-interest expense of $4,259,413 for the six months ended June 30, 2004.
The following table presents the major components of non-interest expense for the six months ended June 30, 2005 and 2004.
Non-interest ExpensesSix months ended June 30,2005

2004Salaries and employee benefits

$2,766,543

$2,413,175Occupancy expense

690,101

483,927Equipment expense

240,119

226,865Marketing

170,122

132,808Computer services

302,401

288,227Regulatory, professional and other fees

480,445

290,472Office expense

200,878

204,668All other expenses

341,129

219,271$5,191,738

$4,259,413
16

Salaries and employee benefits increased $353,368 to $2,766,543 for the six months ended June 30, 2005 compared to $2,413,175 for the six months ended June 30, 2004. This increase reflects the increase in staffing
levels due to the opening of new branches during the latter half of 2004 plus normal employee salary increases.
The Companys efficiency ratio decreased modestly to 60.3% for the six months ended June 30, 2005 compared to a ratio of 60.5% for the six months ended June 30, 2004.
Financial Condition
June 30, 2005 Compared with December 31, 2004
Total consolidated assets at June 30, 2005 amounted to $347,128,977, an increase of $11,298,537, or 3.4%, compared to $335,830,440 at December 31, 2004.  The growth in the Companys asset base was primarily due to
increases in the loan and securities portfolios.
The following discussion addresses the major components of the Companys balance sheet.
Cash and Cash Equivalents
Cash and Cash Equivalents at June 30, 2005 totaled $12,045,282 compared to $7,924,409 at December 31, 2004. Cash and cash equivalents at June 30, 2005 consisted of cash and due from banks of $8,617,282 and Federal
funds sold/short term investments of $3,427,367.  The corresponding balances at December 31, 2004 were $7,898,395 and $26,014, respectively. The balance of cash and cash equivalents at June 30, 2005 increased primarily due to an
end-of-month inflow of non-interest bearing deposits.
Investment Securities
Securities represented 25.8% of total assets at June 30, 2004 and 29.1% at December 31, 2004. Total securities decreased $8,302,990, or 8.5%, at June 30, 2005 to $89,452,796 compared to $97,775,786 at December 31,
2004.
Securities available for sale totaled $73,227,363 at June 30, 2005, a decrease of $12,361,286, or 14.4% from December 31, 2004. During the six months ended June 30, 2005, $4,169,000 of securities held to maturity were
purchased and funded by calls and maturities of securities held to maturity, securities available for sale and short-term investments.
Securities held to maturity totaled $16,225,433 at June 30, 2005, an increase of $4,058,296, or 33.4%, from December 31, 2004.
Loans
The loan portfolio, which represents the Companys largest asset, is a significant source of both interest and fee income. Elements of the loan portfolio are subject to differing levels of credit and interest rate risk. The Companys primary lending focus continues to be commercial loans, owner-occupied commercial mortgage loans and tenanted commercial real estate loans.
17




The following table sets forth the classification of loans by major category at June 30, 2005 and December 31, 2004.
Loan Portfolio Composition

June 30, 2005



December 31, 2004%



%Component

Amount

of total

Amount

of totalConstruction loans

$94,736,172

42.0%

$88,027,024

41.8%Residential real estate loans

8,877,777

3.9%

9,815,366

4.7%Commercial and industrial loans

105,249,850

46.6%

96,021,077

45.6%Loans to individuals

16,143,486

7.1%

16,002,619

7.6%Lease financing

35,499

0.0%

74,543

0.0%All other loans

759,786

0.3%

712,422

0.3%$225,802,570

100.0%

$210,653,051

100.0%
The loan portfolio increased $15,149,519, or 7.2%, at June 30, 2005 to $225,802,570 from $210,653,051 at December 31, 2004.  The ability of the Company to enter into larger loan relationships and managements
philosophy of relationship banking are key factors in the Companys strategy for loan growth.  Strong competition from both bank and non-bank competitors could result in comparatively lower yields on new and established lending relationships.
The ultimate collectability of the loan portfolio and the recovery of the carrying amount of real estate are subject to changes in the Companys market region's economic environment and real estate market.
Non-Performing Assets
Non-performing assets consist of non-performing loans and other real estate owned.  Non-performing loans are composed of (1) loans on a non-accrual basis, (2) loans which are contractually past due 90 days or more as to interest
and principal payments but have not been classified as non-accrual, and (3) loans whose terms have been restructured to provide a reduction or deferral of interest on principal because of a deterioration in the financial position of the
borrower.
The Companys policy with regard to non-accrual loans varies by the type of loan involved. Generally, commercial loans are placed on a non-accrual status when they are 90 days past due unless these loans are well secured and
in the process of collection or, regardless of the past due status of the loan, when management determines that the complete recovery of principal or interest is in doubt. Consumer loans are generally charged off after they become 90 days past due.
Residential mortgage loans are not generally placed on a non-accrual status unless the value of the real estate has deteriorated to the point that a potential loss of principal or interest exists. Subsequent payments are credited to income only if
collection of principal is not in doubt.
18

Nonaccrual loans amounted to $1,200,649 at June 30, 2005, compared to $1,049,411 at December 31, 2004. As the table demonstrates, despite the amount of non-performing assets at June 30, 2005, loan quality and ratios remain
strong. This was accomplished through quality loan underwriting, a proactive approach to loan monitoring and aggressive workout strategies.
Non-Performing Assets and Loans

June 30,

December 31,2005

2004Non-Performing loans:Loans 90 days or more past due and still accruing

$0

$63,130Non-accrual loans

1,200,649

1,049,411Total non-performing loans

1,200,649

1,112,541Other real estate owned

0

0Total non-performing assets

$1,200,649

$1,112,541Non-performing loans to total loans

0.66%

0.50%Non-performing assets to total assets

0.43%

0.33%The Company had no restructured loans at June 30, 2005 and December 31, 2004. Impaired loans totaled $1,200,649 at June 30, 2005 and $1,049,411 at December 31, 2004.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level sufficient to absorb estimated credit losses in the loan portfolio as of the date of the financial statements. The allowance for loan losses is a valuation reserve available
for losses incurred or inherent in the loan portfolio and other extensions of credit. The determination of the adequacy of the allowance for loan losses is a critical accounting policy of the Company.


Management utilizes a systematic and
documented allowance adequacy methodology for loan losses that requires specific allowance
assessment based on a credit risk rating for all loans, including real estate mortgages
and consumer loans. Loans are risk rated based on internal reviews and evaluations
performed by the lending staff. These evaluations consider a complete review of the
following specific factors: financial conditions and past credit history of the borrowers
and guarantors and appraised collateral values. These evaluations are, in turn, examined
by the Companys internal loan review specialist. A formal loan review function,
independent of loan origination, is used to identify and monitor risk classifications. The
allowance methodology assigns reserves based upon credit risk ratings for all loans. The
reserves are based upon various factors, including historical performance, and the current
economic environment. Management continually reviews the process used to determine the
adequacy of the allowance for loan losses. Allocations to the allowance for loan losses,
both specific and general, are determined after this review.
The allowance for loan losses amounted to $2,190,736 at June 30, 2005, an increase of $185,567 from December 31, 2004. The ratio of the allowance for loan losses to total loans was 0.97% at June 30, 2005 and 0.95% at
December 31, 2004, respectively. The quality of the loan portfolio remained strong and it is managements belief that the allowance for loan losses is adequate in relation to credit risk exposure levels.
19

The following table presents, for the periods indicated, an analysis of the allowance for loan losses and other related data.
Allowance for Loan Losses

June 30,

June 30,2005

2004Balance, beginning of period

$2,005,169

$1,786,632Provision charged to operating expenses

195,000

120,000Loans charged offConstruction loansResidential real estate loansCommercial and commercial real estate

(10,182)Loans to individualsLease financingAll other loans(10,182)

0RecoveriesConstruction loansResidential real estate loansCommercial and commercial real estate

749Loans to individualsLease financingAll other loans749

0Net (charge offs) / recoveries

(9,433)

0Balance, end of period

$2,190,736

$1,906,632Loans:At year end

$225,802,570

$189,103,670Average during the year

226,830,164

185,088,391Net charge offs to average loans outstanding

0.00%

0.00%Allowance for loan losses to:Total loans at year end

0.97%

1.01%Non-performing loans

182.46%

420.77%
Deposits
Deposits, which include demand deposits (interest bearing and non-interest bearing), savings and time deposits, are a fundamental and cost-effective source of funding. The Company offers a variety of products designed to attract
and retain customers, with the Companys primary focus being on building and expanding long-term relationships.
Total deposits increased $1,964,933, or 0.7%, to $278,851,966 at June 30, 2005 from $276,887,033 at December 31, 2004.  This increase in total deposits was the net result of a $9,757,436 increase in non-interest
bearing deposits to $60,552,017, and a $7,792,503 decrease in interest bearing deposits to $218,299,949.
20

Other Borrowings
Other Borrowings are mainly comprised of fixed rate convertible advances from the Federal Home Loan Bank (FHLB) and overnight funds purchased. These borrowings are primarily used to fund asset growth not supported by
deposit generation. FHLB advances are fully secured by marketable securities and qualifying one-to-four family mortgage loans. The balance of other borrowings at June 30, 2005 consisted of fixed rate term FHLB borrowings of $23,500,000 and
overnight funds purchased of $9,300,000.  The balance of other borrowings at December 31, 2004 consisted of fixed rate term FHLB borrowings of $15,500,000 and overnight funds purchased of $9,700,000.
Shareholders Equity And Dividends
Shareholders equity at June 30, 2005 totaled $27,602,530, an increase of $812,146, or 3.0%, from $26,790,384 at December 31, 2004. Book value per common share rose to $8.47 at June 30, 2005 from $7.31 at
December 31, 2004.
The increase in shareholders equity and book value per share resulted primarily from net income of $2,176,905 less the effect of stock buybacks and the increase in unrealized holding losses on securities.
The Companys stock is listed for trading on the Nasdaq National Market System, under the symbol FCCY.
On March 12, 2001, the Company announced that the Board of Directors authorized a stock repurchase program allowing for the repurchase of a limited number of the Companys common shares at managements discretion on the
open market. The Company undertook this repurchase program in order to increase shareholder value. The company completed its previous common stock repurchase program in July 2005. On July 21, 2005, the Board of Directors authorized a new common
stock repurchase program under which the Company may purchase in open market or privately negotiated transactions up to 5% of its common shares outstanding on the date of the approval of the stock repurchase program. A table disclosing repurchases
of Company shares made during the second quarter ended June 30, 2005 is set forth under Part II, Item 2 of this report,Unregistered Sales of Equity Securities and Use of Proceeds.
21

The table below presents the actual capital amounts and ratios of the Company for the periods indicated:
Capital RatiosAmount

RatioAs of June 30, 2005 -Total capital to risk weighted assets

$35,145,946

13.75%Tier1  capital to risk weighted assets

32,955,210

12.89%Tier1 capital to average assets

32,955,210

9.76%As of December 31, 2004 -Total capital to risk weighted assets

$33,898,932

13.99%Tier1capital to risk weighted assets

31,893,763

13.17%Tier1capital to average assets

31,893,763

10.16%
The minimum regulatory capital requirements for financial institutions require institutions to have a Tier 1 capital to average assets ratio of 4.0%, a Tier 1 capital to risk weighted assets ratio of 4.0% and a total capital to
risk weighted assets ratio of 8.0% .  To be considered well capitalized, an institution must have a minimum Tier 1 leverage ratio of 5.0% . At June 30, 2005, the ratios of the Company exceeded the ratios required to be considered well
capitalized. It is managements goal to monitor and maintain adequate capital levels to continue to support asset growth and continue its status as a well-capitalized institution.
Liquidity
At June 30, 2005, the amount of liquid assets remained at a level management deemed adequate to ensure that contractual liabilities, depositors withdrawal requirements, and other operational and customer credit needs could be
satisfied.
Liquidity measures the ability to satisfy current and future cash flow needs as they become due. Liquidity management refers to the Companys ability to support asset growth while satisfying the borrowing needs and deposit
withdrawal requirements of customers.  In addition to maintaining liquid assets, factors such as capital position, profitability, asset quality and availability of funding affect a banks ability to meet its liquidity needs. On the asset side,
liquid funds are maintained in the form of cash and cash equivalents, Federal funds sold, investment securities held to maturity maturing within one year, securities available for sale and loans held for sale. Additional asset-based liquidity is
derived from scheduled loan repayments as well as investment repayments of principal and interest from mortgage-backed securities.  On the liability side, the primary source of liquidity is the ability to generate core deposits. Short-term
borrowings are used as supplemental funding sources when growth in the core deposit base does not keep pace with that of earnings assets.
The Company has established a borrowing relationship with the FHLB which further supports and enhances liquidity.
22




The Consolidated Statements of Cash Flows present the changes in cash from operating, investing and financing activities. At June 30, 2005, the balance of cash and cash equivalents was $12,045,282.
Net cash provided by operating activities totaled $3,159,007 in the six months ended June 30, 2005 compared to $3,353,965 in the six months ended June 30, 2004. The primary sources of funds are net income from operations
adjusted for provision for loan losses, depreciation expenses, and net proceeds from sales of loans held for sale.
Net cash used in investing activities totaled $7,487,609 in the six months ended June 30, 2005 compared to $39,892,334 used in investing activities in the six months ended June 30, 2004. The current period amount was the
result of a lower volume of securities purchases and loan originations for the six months ended June 30, 2005.
Net cash provided by financing activities amounted to $8,449,475 in the six months ended June 30, 2005 compared to $31,121,426 provided by financing activities in the six months ended June 30, 2004. The amount for the six
months ended June 30, 2005 resulted primarily from a higher level in FHLB borrowings combined with a lower level of deposit growth during this period compared to the six months ended June 30, 2004.
The securities portfolio is also a source of liquidity, providing cash flows from maturities and periodic repayments of principal. During the six months ended June 30, 2005, maturities and prepayments of investment securities
totaled $11,978,282.  Another source of liquidity is the loan portfolio, which provides a steady flow of payments and maturities.
Interest Rate Sensitivity Analysis
The largest component of the Companys total income is net interest income, and the majority of the Companys financial instruments are composed of interest rate-sensitive assets and liabilities with various terms and
maturities. The primary objective of management is to maximize net interest income while minimizing interest rate risk.  Interest rate risk is derived from timing differences in the repricing of assets and liabilities, loan prepayments, deposit
withdrawals, and differences in lending and funding rates. Management actively seeks to monitor and control the mix of interest rate-sensitive assets and interest rate-sensitive liabilities.
The Company continually evaluates interest rate risk management opportunities, including the use of derivative financial instruments. Management believes that hedging instruments currently available are not cost-effective, and
therefore, has focused its efforts on increasing the Companys spread by attracting lower-cost retail deposits.
23




Item 3. Quantitative and Qualitative Disclosures About Market Risk
To measure the impacts of longer-term asset and liability mismatches beyond two years, the Company utilizes Modified Duration of Equity and Economic Value of Portfolio Equity (EVPE) models. The modified duration of
equity measures the potential price risk of equity to changes in interest rates. A longer modified duration of equity indicates a greater degree of risk to rising interest rates. Because of balance sheet optionality, an EVPE analysis is also used to
dynamically model the present value of asset and liability cash flows, with rates ranging up or down 200 basis points. The economic value of equity is likely to be different as interest rates change. Results falling outside prescribed ranges require
action by management. At June 30, 2005 and December 31, 2004, the Companys variance in the economic value equity as a percentage of assets with an instantaneous and sustained parallel shift of 200 basis points is within the negative 3%
guideline, as shown in the tables below.
The market capitalization of the Company should not be equated to the EVPE, which only deals with the valuation of balance sheet cash flows using conservative assumptions. Calculated core deposit premiums may be less than what is
available in an outright sale. The model does not consider potential premiums on floating rate loan sales, the impact of overhead expense, non-interest income, taxes, industry market price multiples and other factors reflected in the market
capitalization of a company.
Market Risk AnalysisJune 30, 2005Change in Interest Rates

Flat

-200bp

+200bpEconomic Value of Portfolio Equity

$41,813,000

$38,533,000

$39,993,000Change



(3,280,000)$

($1,820,000)Change as a Percentage of Assets



(-0.94%)

(-0.52%)
December 31, 2004Change in Interest Rates

Flat

-200bp

+200bpEconomic Value of Portfolio Equity

$38,221,000

$34,681,000

$35,641,000Change





(3,540,000)

(2,580,000)Change as a Percentage of Assets



(-1.05%)

(-0.77%) Item 4.

Controls and Procedures.
The Companys chief executive officer and chief financial officer, with the assistance of other members of the Companys management, have evaluated the effectiveness of the design and operation of the Companys
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on
24




Form 10-Q. Based upon such evaluation, the Companys chief executive officer and chief financial officer
have concluded that the Companys disclosure controls and procedures are
effective as of the end of the period covered by this Quarterly Report on Form
10-Q.
The Companys chief executive officer and chief financial officer have also concluded that there have not been any changes in the Companys internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over financial reporting.
25




PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
On March 12, 2001, the Company announced that the Board of Directors authorized a stock repurchase program allowing for the repurchase of a limited number of the Companys shares at managements discretion on the open
market. The Company undertook this repurchase program in an effort to increase shareholder value.  The following table provides common stock repurchases made by or on behalf of the Company during the three months ended June 30, 2005.
Issuer Purchases of Equity Securities(1)MaximumTotal Number of

Number ofShares Purchased

Shares ThatTotal



As Part of

May Yet beNumber

Average

Publicly

Purchasedof Shares

Price Paid

Announced Plan

Under the PlanPeriod

Purchased

Per Share

or Program

or Program (2)Beginning

EndingApril 1, 2005

April 30, 2005

992

$20.15

992

52,636May 1, 2005

May 31, 2005

0

--

0

52,636June 1, 2005

June 30, 2005

50,000

$17.75

50,000

2,636Total

50,992

$17.80

50,992

2,636_________________
(1)

The common stock repurchase program covers a maximum of 140,290 shares of commonstock of the Company, representing 5% of the outstanding common stock of theCompany on December 31, 2000. This common stock repurchase program wasterminated in July 2005, subsequent to the period covered by this report.(2)

Subsequent to the period covered by this report, on July 21, 2005, the Board of Directorsauthorized a new common stock repurchase program under which the Company maypurchase in open market or privately negotiated transactions up to 5% of its commonshares outstanding on the date of the approval of the stock repurchase program. Theinformation in this column has not been adjusted to reflect the shares available under thenew plan.26

Item 4. Submission of Matters to a Vote of Securities Holders.
The Companys Annual Meeting of Shareholders (the Annual Meeting) was held on May 19, 2005.
There were present at the Annual Meeting in person or by proxy shareholders holding an aggregate of 3,034,922 shares of common stock of a total number of 3,324,578 shares of common stock issued, outstanding and entitled to vote at
the Annual Meeting.
At the Annual Meeting, Robert F. Mangano was re-elected as a Class III director of the Company, with 3,021,468 shares votes cast for and 13,454 shares withheld. Directors whose term of office continued following the meeting were
Frank E. Walsh, III, David C. Reed, William M. Rue, and Charles Crow, III.
A vote of the shareholders was taken at the Annual Meeting on the proposal to approve the adoption of 1STConstitution Bancorp 2005 Equity Incentive Plan. The proposal
was approved by the shareholders with 1,638,889 shares voting in favor of the proposal and 223,264 shares voting against the proposal. There were 1,158,281 abstentions and broker non-votes.
A vote of the shareholders was taken at the Annual Meeting on the proposal to approve and ratify the appointment of Grant Thornton LLP as the Companys independent auditor for the year ending December 31, 2005.  The proposal
was approved by the shareholders, with 3,017,554 shares voting in favor of the proposal, and 13,874 shares voting against the proposal. There were 3,494 abstentions and broker non-votes.
27




Item 6.

Exhibits3(i)



Certificate of Incorporation of the Company (incorporated byreference to Exhibit 3(i) to the Companys Form 10-K filed withthe SEC on March 24, 2005)3(ii)



Bylaws of the Company (incorporated by reference to Exhibit3(ii) to the Companys Form 10-QSB filed with the SEC on May14, 2003)10.17



The 1st Constitution Bancorp 2005 Equity Incentive Plan(incorporated by reference to Appendix A of the Companysdefinitive proxy statement filed with the SEC on April 15, 2005)10.18

*

Form of Restricted Stock Agreement under the 1st ConstitutionBancorp 2005 Equity Incentive Plan10.19

*

Form of Nonqualified Stock Option Agreement under the 1stConstitution Bancorp 2005 Equity Incentive Plan10.20

*

Form of Incentive Stock Option Agreement under the 1stConstitution Bancorp 2005 Equity Incentive Plan31.1

*

Certification of Robert F. Mangano, chief executive officer of theCompany, pursuant to Securities Exchange Act Rule 13a-14(a)31.2

*

Certification of Joseph M. Reardon, chief financial officer of theCompany, pursuant to Securities Exchange Act Rule 13a-14(a)32

*

Certifications pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of The Sarbanes-Oxley Act of 2002,signed by Robert F. Mangano, chief executive officer of theCompany, and Joseph M. Reardon, chief financial officer of theCompany* Filed herewith28




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
1STCONSTITUTION BANCORPDate: August 8, 2005
By:
ROBERT F. MANGANORobert F. ManganoPresident and Chief Executive Officer(Principal Executive Officer)Date: August 8, 2005
By:
JOSEPH M. REARDONJoseph M. ReardonSenior Vice President and Treasurer(Principal Accounting Officer)
29