UNITED
STATES
 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 March 31,
2008
 
 OR
 
 o
              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 000-52826
 
 BEACON FEDERAL BANCORP,
INC.
 (Exact
name of registrant as specified in its charter)
 
 Maryland
              26-0706826(State
      or other jurisdiction of
              (I.R.S.
      Employer Identification No.)incorporation
      or organization)
 
 5000 Brittonfield
      Parkway, East Syracuse, New York
              13057(Address
      of principal executive office)
              (Zip
      Code)
 
 Registrant's
telephone number, including area code (315)
433-0111
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes x  
No  o
 
 Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer “, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large
accelerated filer o Accelerated
filer o
Non-accelerated filer o
 Smaller
reporting company x
 
 Indicate
by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).  Yes o No x
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
 
 Class
              Outstanding May 8, 2008Common
      Stock, par value $0.01 per share
              7,396,431
  
  BEACON
FEDERAL BANCORP, INC.
 FORM
10-Q
 
 FOR THE
QUARTER ENDED MARCH 31, 2008
 
 INDEX
 
 PAGE
      NO.PART
      I -
              Financial
      Information.
              3Item
      1.
              Financial
      Statements.
              3Consolidated
      Balance Sheets
              3Consolidated
      Statements of Income
              4Consolidated
      Statements of Comprehensive Income
              5Consolidated
      Statements of Cash Flows
              6Notes
      to Consolidated Financial Statements
              8Item
      2.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.
              12Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk.
              26Item
      4.
              Controls
      and Procedures.
              27PART
      II -
              Other
      Information.
              28Item
      1.
              Legal
      Proceedings.
              28Item
      1A.
              Risk
      Factors
              28Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds.
              28Item
      3.
              Defaults
      Upon Senior Securities.
              28Item
      4.
              Submission
      of Matters to a Vote of Security Holders.
              28Item
      5.
              Other
      Information.
              28Item
      6.
              Exhibits.
              28Signatures
              30Certifications
              31
  2
  BEACON
FEDERAL BANCORP, INC.
 PART
1.  FINANCIAL INFORMATION - ITEM 1.  FINANCIAL
STATEMENTS
 CONSOLIDATED
BALANCE SHEETS
 (Dollars
in thousands)
  March
      31,
                
                
                December
      31,ASSETS
                
                2008
                
                
                2007(Unaudited)Cash
      and due from financial institutions
                
                $
                7,199
                
                
                $
                5,448Federal
      funds sold
                
                
                12,100
                
                
                
                8,700Cash
      and cash equivalents
                
                
                19,299
                
                
                
                14,148Interest-bearing
      deposits in other financial institutions
                
                
                636
                
                
                
                1,636Securities
      held to maturity (fair value of $27,474 and $29,032,
      respectively)
                
                
                27,951
                
                
                
                29,488Securities
      available for sale
                
                
                141,523
                
                
                
                92,859Loans
      held for sale
                
                
                354
                
                
                
                696Loans,
      net of allowance for loan losses of $7,537 and $6,827,
      respectively
                
                
                721,767
                
                
                
                708,993Federal
      Home Loan Bank stock of New York
                
                
                12,477
                
                
                
                11,117Premises
      and equipment, net
                
                
                3,629
                
                
                
                3,502Accrued
      interest receivable
                
                
                3,685
                
                
                
                3,439Foreclosed
      and repossessed assets
                
                
                291
                
                
                
                319Bank-owned
      life insurance
                
                
                10,120
                
                
                
                10,002Other
      assets
                
                
                2,736
                
                
                
                1,791Total
      assets
                
                $
                944,468
                
                
                $
                877,990LIABILITIES
      AND STOCKHOLDERS' EQUITYDeposits
                
                $
                540,269
                
                
                $
                514,488Federal
      Home Loan Bank advances
                
                
                249,007
                
                
                
                226,815Securities
      sold under agreement to repurchase
                
                
                40,000
                
                
                
                20,000Accrued
      interest payable and other liabilities
                
                
                3,239
                
                
                
                3,513Total
      liabilities
                
                
                832,515
                
                
                
                764,816Commitments
      and contingenciesPreferred
      stock, $.01 par value, 50,000,000 shares authorized;none
      issued or outstandingCommon
      stock, $.01 par value, 100,000,000 sharesauthorized;
      7,396,431 shares issued and outstanding
                
                
                74
                
                
                
                74Additional
      paid-in capital
                
                
                72,087
                
                
                
                72,080Retained
      earnings-substantially restricted
                
                
                47,637
                
                
                
                46,673Unearned
      Employee Stock Ownership Plan (ESOP) shares
                
                
                (5,178
                )
                
                
                (5,325
                )Accumulated
      other comprehensive loss, net
                
                
                (2,667
                )
                
                
                (328
                )Total
      stockholders' equity
                
                
                111,953
                
                
                
                113,174Total
      liabilities and stockholders' equity
                
                $
                944,468
                
                
                $
                877,990See
      accompanying notes to consolidated financial statements.
  3
  BEACON
FEDERAL BANCORP, INC.
  CONSOLIDATED
STATEMENTS OF INCOME
 (Dollars
in thousands)
 
 Three
      Months EndedMarch
      31,2008
                
                
                2007Interest
      and dividend income:
                
                (Unaudited)Loans,
      including fees
                
                $
                11,310
                
                
                $
                8,432Securities
                
                
                1,933
                
                
                
                532FHLB
      stock
                
                
                163
                
                
                
                26Federal
      funds sold and other
                
                
                230
                
                
                
                107Total
      interest income
                
                
                13,636
                
                
                
                9,097Interest
      expense:Deposits
                
                
                4,991
                
                
                
                4,826FHLB
      advances
                
                
                2,783
                
                
                
                854Securities
      sold under agreement to repurchase
                
                
                287
                
                
                
                146Total
      interest expense
                
                
                8,061
                
                
                
                5,826Net
      interest income
                
                
                5,575
                
                
                
                3,271Provision
      for loan losses
                
                
                900
                
                
                
                193Net
      interest income after provisionfor
      loan losses
                
                
                4,675
                
                
                
                3,078Noninterest
      income:Service
      charges
                
                
                666
                
                
                
                570Commission
      and fee income
                
                
                146
                
                
                
                138Change
      in cash surrender value of BOLI
                
                
                118
                
                
                
                -Gain
      on sale of loans
                
                
                38
                
                
                
                -Gain
      on sale of securities available for sale
                
                
                129
                
                
                
                -Other
                
                
                73
                
                
                
                44Total
      noninterest income
                
                
                1,170
                
                
                
                752Noninterest
      expense:Salaries
      and employee benefits
                
                
                2,062
                
                
                
                1,689Occupancy
      and equipment
                
                
                325
                
                
                
                294Advertising
      and marketing
                
                
                125
                
                
                
                98Telephone,
      delivery and postage
                
                
                198
                
                
                
                133Supplies
                
                
                59
                
                
                
                150Audit
      and examination
                
                
                165
                
                
                
                70FDIC
      premium expense
                
                
                91
                
                
                
                14Provision
      for loss on foreclosed assets
                
                
                -
                
                
                
                110Impairment
      writedown on securities
                
                
                528
                
                
                
                -Other
                
                
                682
                
                
                
                548Total
      noninterest expense
                
                
                4,235
                
                
                
                3,106Income
      before income taxes
                
                
                1,610
                
                
                
                724Income
      tax expense
                
                
                646
                
                
                
                280Net
      income
                
                $
                964
                
                
                $
                444Basic
      and diluted earnings per share
                
                $
                0.14
                
                
                $
                N/AN/A  Not
      applicable.See
      accompanying notes to consolidated financial statements.
 
 4
  BEACON
FEDERAL BANCORP, INC.
 CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
 (Dollars
in thousands)
 
 Three
      Months EndedMarch
      31,2008
                
                
                2007(Unaudited)Net
      income
                
                $
                964
                
                
                $
                444Other
      comprehensive income:Unrealized
      gains (losses) on securitiesarising
      during the period, net of tax
                
                
                (2,340
                )
                
                
                19Comprehensive
      income (loss)
                
                $
                (1,376
                )
                
                $
                463See
      accompanying notes to consolidated financial statements.
  5
 BEACON
FEDERAL BANCORP, INC.
  CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (Dollars
in thousands)
  Three
      Months EndedMarch
      31,2008
                
                
                2007Cash
      flows from operating activities:
                
                (Unaudited)Net
      income
                
                $
                964
                
                
                $
                444Adjustments
      to reconcile net income to netcash
      provided by (used for) operating activities:Provision
      for loan losses
                
                
                900
                
                
                
                193Provision
      for loss on foreclosed assets
                
                
                -
                
                
                
                110Depreciation
      and amortization
                
                
                117
                
                
                
                100ESOP
      expense
                
                
                154
                
                
                
                -Amortization
      of net deferred loan costs
                
                
                289
                
                
                
                185Net
      amortization of premiums and discounts on securities
                
                
                3
                
                
                
                19Gain
      on sale of loans
                
                
                (38
                )
                
                
                -Gain
      on sale of securities available for sale
                
                
                (129
                )
                
                
                -Impairment
      writedown on securities
                
                
                528
                
                
                
                -Originations
      of loans held for sale
                
                
                (4,857
                )
                
                
                -Proceeds
      from loans held for sale
                
                
                5,237
                
                
                
                -Increase
      in cash surrender value of BOLI
                
                
                (118
                )
                
                
                -Net
      change in:Accrued
      interest receivable
                
                
                (246
                )
                
                
                49Other
      assets
                
                
                614
                
                
                
                671Accrued
      interest payable and other liabilities
                
                
                (274
                )
                
                
                (1,194
                )Net
      cash provided by operating activities
                
                
                3,144
                
                
                
                577Cash
      flows from investing activities:Purchase
      of FHLB stock
                
                
                (1,364
                )
                
                
                (1,017
                )Redemption
      of FHLB stock
                
                
                4
                
                
                
                1,301Maturities
      of interest-bearing deposits
                
                
                1,000
                
                
                
                300Securities
      held to maturity:Maturities,
      prepayments and calls
                
                
                1,521
                
                
                
                883Securities
      available for sale:Purchases
                
                
                (59,181
                )
                
                
                -Proceeds
      from maturity or call
                
                
                6,104
                
                
                
                -Proceeds
      from sale
                
                
                129
                
                
                
                -Loan
      originations and payments, net
                
                
                (13,972
                )
                
                
                (20,492
                )Purchase
      of premises and equipment
                
                
                (244
                )
                
                
                (295
                )Proceeds
      from (additions to) foreclosed and repossessed assets
                
                
                37
                
                
                
                (2
                )Net
      cash used for investing activities
                
                $
                (65,966
                )
                
                $
                (19,322
                )
   Continued
on following page
 6
 
 BEACON
FEDERAL BANCORP, INC.
  CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (Dollars
in thousands)
 Continued
 
 
 Three
      Months EndedMarch
      31,2008
                
                
                2007Cash
      flows from financing activities:
                
                (Unaudited)Net
      change in deposits
                
                $
                25,781
                
                
                $
                48,430Proceeds
      from FHLB advances
                
                
                27,192
                
                
                
                153,200Repayment
      of FHLB advances
                
                
                (5,000
                )
                
                
                (159,500
                )Proceeds
      from securities sold under agreement to repurchase
                
                
                20,000
                
                
                
                -Net
      cash provided by financing activities
                
                
                67,973
                
                
                
                42,130Net
      change in cash and cash equivalents
                
                
                5,151
                
                
                
                23,385Cash
      and cash equivalents at beginning of period
                
                
                14,148
                
                
                
                8,799Cash
      and cash equivalents at end of period
                
                $
                19,299
                
                
                $
                32,184Supplemental
      cash flow information:Interest
      paid
                
                $
                7,934
                
                
                $
                5,308Income
      taxes paid
                
                
                96
                
                
                
                31Real
      estate and repossessions acquired in settlement of loans
                
                $
                140
                
                
                $
                -Loans
      originated to finance the sale of foreclosed real estate
                
                $
                131
                
                
                $
                -See
      accompanying notes to consolidated financial statements.
  7
  BEACON
FEDERAL BANCORP, INC.
  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (Dollars
in thousands)
 
 NOTE
1 – BASIS OF PRESENTATION
 
 The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q and Rule 10-01 of
Regulation S-X and, therefore, do not include all disclosures necessary for a
complete presentation of the financial statements in conformity with U.S.
generally accepted accounting principles.  In the opinion of
management, the accompanying unaudited consolidated financial statements contain
all adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation of the results of operations for the interim
periods.  The results of operations for the three months ended March
31, 2008 are not necessarily indicative of the results that may be expected for
the entire year or any other interim period.
 
 NOTE
2 – STOCK CONVERSION
 
 On
October 1, 2007, Beacon Federal completed its conversion from a mutual savings
association to a capital stock savings association.  A new holding
company, Beacon Federal Bancorp, Inc., was established as part of the
conversion.  The public offering was consummated through the sale and
issuance by Beacon Federal Bancorp, Inc. of 7,396,431 shares of common stock at
$10 per share.  Net proceeds of $66.2 million were raised in the stock
offering, after deduction of estimated conversion costs of $2.0 million and
excluding $5.9 million which was loaned by the Company to a trust for the
Employee Stock Ownership Plan (the “ESOP”), enabling the ESOP to purchase
591,714 shares of common stock in the offering for the benefit of the Bank’s
employees.  Shares of the Company’s common stock purchased by the ESOP
are held in a suspense account until released for allocation to
participants.  Shares released are allocated to each eligible
participant based on the ratio of each such participant’s compensation, as
defined in the ESOP, to the total compensation of all eligible plan
participants.  As the unearned shares are released from suspense, the
Company recognizes compensation expense equal to the fair value of the ESOP
shares committed to be released during the period.  To the extent that
the fair value of the ESOP shares differs from the cost of such shares, the
difference is charged or credited to equity as additional paid-in
capital.
 
 Beacon
Federal Bancorp, Inc.’s common stock is traded on the NASDAQ Global Market under
the symbol “BFED.”
 
 Voting
rights are held and exercised exclusively by the stockholders of the new holding
company. Deposit account holders continue to be insured by the
FDIC.  A liquidation account was established in the amount of $44.7
million, which represented the Bank’s total equity as of March 31, 2007, the
latest balance sheet date in the final prospectus used in the
conversion.
 
 The Bank
may not declare, pay a dividend on, or repurchase any of its capital stock, if
the effect thereof would cause retained earnings to be reduced below the
liquidation account amount or regulatory capital requirements.  Any
repurchase of the new holding company’s common stock will be conducted in
accordance with applicable laws and regulations.
 
 8
  BEACON FEDERAL BANCORP,
INC.
  NOTE
3 – EARNINGS PER SHARE
 
 Earnings
per share are based upon the weighted-average shares
outstanding.  ESOP shares, which have been committed to be released,
are considered outstanding.  Earnings per share for the three months
ended March 31, 2008 were based upon net income of $964 and weighted-average
shares outstanding of 7,396,000 less ESOP shares not yet committed to be
released of 525,000, or 6,871,000.  Earnings per share are not
applicable for periods prior to the conversion date of October 1,
2007.
 
 NOTE
4 – UNREALIZED LOSSES ON SECURITIES
 
 Securities
with unrealized losses, aggregated by investment category and length of time
that individual securities have been in a continuous unrealized loss position,
are as follows:
 
 Less
      than 12 Months
                
                
                12
      Months or Longer
                
                
                TotalFair
                
                
                Unrealized
                
                
                Fair
                
                
                Unrealized
                
                
                Fair
                
                
                UnrealizedMarch
      31, 2008
                
                Value
                
                
                loss
                
                
                Value
                
                
                loss
                
                
                Value
                
                
                lossPooled
      trust preferredsecurities
                
                $
                12,832
                
                
                $
                (1,647
                )
                
                $
                -
                
                
                $
                -
                
                
                $
                12,832
                
                
                $
                (1,647
                )Mortgage-backed
      securities
                
                
                26,008
                
                
                
                (120
                )
                
                
                3,473
                
                
                
                (56
                )
                
                
                29,481
                
                
                
                (176
                )Collateralized
      mortgageobligations
                
                
                32,664
                
                
                
                (2,455
                )
                
                
                13,161
                
                
                
                (1,640
                )
                
                
                45,825
                
                
                
                (4,095
                )FNMA
      preferred stock
                
                
                1,935
                
                
                
                (98
                )
                
                
                -
                
                
                
                -
                
                
                
                1,935
                
                
                
                (98
                )FHLMC
      preferred stock
                
                
                1,851
                
                
                
                (24
                )
                
                
                -
                
                
                
                -
                
                
                
                1,851
                
                
                
                (24
                )$
                75,290
                
                
                $
                (4,344
                )
                
                $
                16,634
                
                
                $
                (1,696
                )
                
                $
                91,924
                
                
                $
                (6,040
                )
  For all
of the above securities, the unrealized losses are primarily due to changes in
market interest rates and not credit quality of the issuers and, as such, are
considered to be temporary by the Company  In addition, management of
the Company has the intent and ability to hold these securities until market
recovery or maturity and believes that the fair value of these securities will
recover in the future.
 
 NOTE
5 – IMPAIRMENT WRITEDOWN ON SECURITIES
 
 In the
first quarter of 2008, the Bank determined that an impairment write-down was
required on FNMA perpetual preferred  stock, Series P in accordance
with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity
Securities” and SEC Staff Accounting Bulletin No. 59, “Accounting for
Non-current Marketable Securities.”  The Company’s assessment
considered the duration and severity of the unrealized losses, the financial
condition and near term prospects of the issuer, and the ability to recover its
initial cost basis within a reasonable period of time.  Based on these
factors, the Company recorded an impairment charge of $528.  At March
31, 2008, the cost basis on the FNMA perpetual preferred stock, Series P was
$1,747.
 
 9
  BEACON
FEDERAL BANCORP, INC.
  NOTE
6 – FAIR VALUE MEASUREMENTS
 
 General.  Effective
January 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value
Measurements,” for financial assets and liabilities.  In accordance
with Financial Accounting Standards Board Staff Position No. 157-2, “Effective
Date of FASB Statement No. 157,” the Company will delay application of SFAS No.
157 for non-financial assets and liabilities that are not recognized or
disclosed at fair value in the financial statements, until January 1,
2009.
 
 SFAS No.
157 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  The fair value hierarchy
prioritizes the assumptions that market participants would use in pricing the
assets or liabilities (the “inputs”) into three broad levels.
 
 The fair
value hierarchy gives the highest priority (Level 1) to quoted prices in active
markets for identical assets and liabilities and the lowest priority (Level 3)
to unobservable inputs in which little, if any, market activity exits, requiring
entities to develop their own assumptions and data.
 
 Level 2
inputs are inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly.  These inputs include quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or similar assets or
liabilities in market areas that are not active, inputs other than quoted prices
that are observable for the asset or liability (such as interest rates,
volatilities, prepayment speeds, credit risks and default rates) or inputs that
are derived principally from or corroborated by observable market data by
correlation or other means.
 
 Valuation
Techniques.Available for sale securities are carried at fair
value utilizing Level 1 and Level 2 inputs.  For equity securities,
the Company obtains fair values for its FNMA preferred stock and FHLMC preferred
stock using quoted prices in the New York Stock Exchange market.
 
 For U.S.
Treasuries, the Company obtains fair values using quoted prices in the U.S.
Treasury market.  For other debt securities, the Company obtains fair
value measurements from an independent pricing service.  Other debt
securities include agencies, pooled trust preferred securities, mortgage-backed
securities and collateralized mortgage obligations.  The fair value
measurements consider observable data that may include dealer quotes, live
trading levels, trade execution data, cash flows, market consensus prepayment
speeds, market spreads, credit information and the U.S. Treasury yield
curve.
  The
Company estimates fair values on mortgage servicing rights using Level 2 inputs,
which include discounted cash flows based on a current market interest
rate.  For purposes of measuring impairment, the rights are stratified
based on the predominant risk characteristics of the underlying
loans.  The predominant characteristic currently used for
stratification is type of loan.  The amount of impairment recognized
is the amount by which the capitalized mortgage servicing rights for a stratum
exceeds their fair value.
  The
interest rate cap is carried at fair value utilizing Level 2
inputs.  The Company obtains fair value measurements from an outside
party, which uses expected cash flows over the life of the
trade.  Expected cash flows are determined by evaluating transactions
with a pricing model using a specific market environment.
  10
  BEACON FEDERAL BANCORP,
INC.
  Impaired
loans are carried at fair value utilizing Level 3 inputs, consisting of
appraisals of underlying collateral and discounted cash flow
analysis.  A loan is impaired when full payment under the loan terms
is not expected.  Commercial and commercial real estate loans are
individually evaluated for impairment.  If a loan is impaired, a
portion of the allowance is allocated so that the loan is reported net, at the
present value of estimated future cash flows using the loan's existing rate or
at the fair value of collateral if repayment is expected solely from the
collateral.  Large groups of smaller balance homogeneous loans, such
as consumer and residential real estate loans, are collectively evaluated for
impairment, and accordingly, they are not separately identified for impairment
disclosures.
 
 Mortgage
loans originated and intended for sale in the secondary market are carried at
the lower of aggregate cost or market, utilizing Level 2 inputs as determined
based on expected proceeds from outstanding commitments from
investors.
 
 Assets Measured at Fair Value on a
Recurring Basis.The following table summarizes financial
assets measured at fair value on a recurring basis at March 31, 2008, segregated
by the level of the inputs within the hierarchy used to measure fair
value:
 
 Quoted
      Prices in
                
                
                SignificantActive
      Markets
                
                
                Other
                
                
                Significantfor
      Identical
                
                
                Observable
                
                
                Unobservable
                
                
                TotalAssets
                
                
                Inputs
                
                
                Inputs
                
                
                FairAssets
                
                (Level
      1)
                
                
                (Level
      2)
                
                
                (Level
      3)
                
                
                ValueAvailable
      for sale securities:Debt
      securities:Treasuries
                
                $
                151
                
                
                $
                -
                
                
                $
                -
                
                
                $
                151Agencies
                
                
                -
                
                
                
                21,108
                
                
                
                -
                
                
                
                21,108Pooled
      trust preferred securities
                
                
                -
                
                
                
                13,617
                
                
                
                -
                
                
                
                13,617Mortgage-backed
      securities
                
                
                -
                
                
                
                45,334
                
                
                
                -
                
                
                
                45,334Collateralized
      mortgage obligations
                
                
                -
                
                
                
                55,296
                
                
                
                -
                
                
                
                55,296Equity
      securities:FNMA
      preferred stock
                
                
                4,166
                
                
                
                -
                
                
                
                -
                
                
                
                4,166FHLMC
      preferred stock
                
                
                1,851
                
                
                
                -
                
                
                
                -
                
                
                
                1,851$
                6,168
                
                
                $
                135,355
                
                
                $
                -
                
                
                $
                141,523Mortgage
      servicing rights
                
                $
                -
                
                
                $
                52
                
                
                $
                -
                
                
                $
                52Derivative-interest
      rate cap
                
                $
                -
                
                
                $
                15
                
                
                $
                -
                
                
                $
                15
  Assets Measured at Fair Value on a
Non-Recurring Basis.Assets measured at fair value on a
non-recurring basis at March 31, 2008 include impaired loans of $222, utilizing
level 3 inputs and loans held for sale of $354, utilizing level 2
inputs.  The impaired loans are collateral dependent and the allowance
for losses on the impaired loans was $111 at March 31, 2008.  There
was no provision for losses on these loans during the three months ended March
31, 2008.
 
 11
  BEACON FEDERAL BANCORP,
INC.
 
 ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
 
 Management’s
discussion and analysis of financial condition and results of operations at
March 31, 2008 and for the three months ended March 31, 2008 and 2007 is
intended to assist in understanding the financial condition and results of
operations of the Company.  The information contained in this section
should be read in conjunction with the Unaudited Consolidated Financial
Statements and the notes thereto, appearing in Part 1, Item 1 of this
report.
 Forward-Looking
Statements
 
 When used
in this Form 10-Q, the words or phrases “will likely result,” “are expected to,”
“will continue,” “is anticipated,” “estimate,” “project” or similar expressions
are intended to identify “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995.  Such statements are
subject to certain risks and uncertainties including changes in economic
conditions in our market area, changes in policies by regulatory agencies,
fluctuations in interest rates, demand for loans in our market area, and
competition that could cause actual results to differ materially from historical
earnings and those presently anticipated or projected.  Additionally,
other risks and uncertainties are described in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2007, as filed with the Securities and
Exchange Commission (the “SEC”), which is available through the SEC’s website at
www.sec.gov.  The
Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which only speak as of the date made.  The
Company wishes to advise readers that the factors listed above could affect the
Company’s financial performance and could cause the Company’s actual results for
future periods to differ materially from any opinions or statements expressed
with respect to future periods in any current statements.
 
 The
Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
 
 Overview
 
 General.  Our
results of operations depend mainly on our net interest income, which is the
difference between the interest income earned on our loan and investment
portfolios and interest expense we pay on our deposits and borrowings. Results
of operations are also affected by fee income from banking operations,
provisions for loan losses, gains on sales of loans and other miscellaneous
income.  Our noninterest expense consists primarily of compensation
and employee benefits, occupancy and equipment, marketing, general
administrative expenses and income tax expense.
  Our
results of operations are also significantly affected by general economic and
competitive conditions, particularly with respect to changes in interest rates,
government policies and actions of regulatory authorities. Future changes in
applicable law, regulations or government policies may materially affect our
financial condition and results of operations.
  Operating
Results.  Net income increased to $964,000 for the three months
ended March 31, 2008 from $444,000 for the three months ended March 31,
2007.  The increase in net income reflected an increase in net
interest income and non-interest income, partially offset by higher non-interest
expense, an increased provision for loan losses, and higher income
taxes.
  12
  BEACON FEDERAL
BANCORP, INC.
  Financial
Condition.Total assets increased $66.5 million to $944.5
million at March 31, 2008 from $878.0 million at December 31,
2007.  The increase was primarily the result of a $12.8 million
increase in net loans, a $47.1 million increase in securities, a $1.4 million
increase in FHLB of New York stock and a $5.2 million increase in cash and cash
equivalents, funded by a $25.8 million increase in deposits, a $42.2 million
increase in borrowings.  Stockholders’ equity decreased $1.2 million
due primarily to an increase in the accumulated other comprehensive loss, net of
taxes of $2.3 million.
 
 Critical
Accounting Policies
  We
consider accounting policies that require management to exercise significant
judgment or discretion or make significant assumptions that have, or could have,
a material impact on the carrying value of certain assets or on income, to be
critical accounting policies.  We consider the following to be our
critical accounting policies:
 
 Allowance for
Loan Losses.The allowance for loan
losses is the estimated amount considered necessary to cover probable incurred
credit losses inherent in the loan portfolio at the balance sheet
date.  The allowance is established through the provision for loan
losses, which is charged against income.  In determining the allowance
for loan losses, management makes significant estimates.  The
methodology for determining the allowance for loan losses is considered a
critical accounting policy by management due to the high degree of judgment
involved, the subjectivity of the assumptions utilized and the potential for
changes in the economic environment that could result in changes to the amount
of the recorded allowance for loan losses.
 
 A
substantial amount of our loan portfolio is collateralized by real
estate.  Appraisals of the underlying value of property securing loans
and discounted cash flow valuations of properties are critical in determining
the amount of the allowance required for specific loans.  Assumptions
for appraisals and discounted cash flow valuations are instrumental in
determining the value of properties.  Overly optimistic assumptions or
negative changes to assumptions could significantly affect the valuation of a
property securing a loan and the related allowance.  The assumptions
supporting such appraisals and discounted cash flow valuations are carefully
reviewed by management to determine that the resulting values reasonably reflect
amounts realizable on the related loans.
 
 Management
performs a quarterly evaluation of the adequacy of the allowance for loan
losses.  Consideration is given to a variety of factors in
establishing this estimate including, but not limited to, current economic
conditions, delinquency statistics, geographic and industry concentrations, the
adequacy of the underlying collateral, the financial strength of the borrower,
results of internal and external loan reviews and other relevant
factors.  This evaluation is inherently subjective, as it requires
material estimates that may be susceptible to significant revision based on
changes in economic and real estate market conditions.
 
 The
analysis of the allowance for loan losses has two
components:  specific and general allocations.  Specific
allocations are made for loans that are determined to be
impaired.  Impairment is measured by determining the present value of
expected future cash flows or, for collateral-dependent loans, the fair value of
the collateral adjusted for market conditions and selling
expenses.  The general allocation is determined by segregating the
remaining loans by type of loan, risk weighting (if applicable) and payment
history.  We also analyze historical loss experience, delinquency
trends, general economic conditions and geographic and industry
concentrations.  This analysis establishes factors that are applied to
the loan groups to determine the amount of the general
allocations.  Actual loan losses may be significantly more than the
allowance for loan losses we have established, which could have a material
negative effect on our financial results.
  13
  BEACON FEDERAL
BANCORP, INC.
  Securities
Impairment.We periodically perform analyses to determine
whether there has been an other-   than-temporary decline in the
value of one or more of our securities.  Our available-for-sale
securities portfolio is carried at estimated fair value, with any unrealized
gains or losses, net of taxes, reported as accumulated other comprehensive
income or loss in stockholders’ equity.  Our held-to-maturity
securities portfolio, consisting of debt securities for which we have a positive
intent and ability to hold to maturity, is carried at amortized
cost.  We conduct a quarterly review and evaluation of the securities
portfolio to determine if the value of any security has declined below its cost
or amortized cost, and whether such decline is
other-than-temporary.  If such decline is deemed other-than-temporary,
we adjust the cost basis of the security by writing down the security to
estimated fair market value through a charge to current period
operations.  The market values of our securities are affected by
changes in interest rates.
 
 Comparison
of Financial Condition at March 31, 2008 and December 31, 2007
 
 Loans,
Net.  Net loans increased $12.8 million, or 1.8%, to $721.8
million at March 31, 2008 from $709.0 million at December 31, 2007, reflecting
strong business relationships maintained by our loan staff in their local
markets.
 
 Securities.  Securities
available for sale increased to $141.5 million at March 31, 2008 from $92.9
million at December 31, 2007. The increase in securities available for sale
reflected the deployment of excess liquidity resulting from the conversion and
public offering in October 2007.  Securities held to maturity
decreased $1.5 million to $28.0 million at March 31, 2008.  During the
first quarter of 2008, the Company recorded an impairment charge of $528,000 on
its FNMA perpetual preferred stock, Series P.  At March 31, 2008, the
cost basis on the FNMA perpetual preferred stock, series P, was $1.7
million.
 
 Other
Assets.  Federal Home Loan Bank of New York stock increased
$1.4 million to $12.5 million at March 31, 2008 as required by the FHLB due to a
higher level of FHLB advances outstanding.  Accrued interest
receivable increased due to a higher balance of loans and securities outstanding
and timing of interest receipts.
 
 Deposits.  Deposits
increased $25.8 million, or 5.0%, to $540.3 million at March 31, 2008 from
$514.5 million at December 31, 2007, due to the success of promotional efforts
throughout the period to attract additional deposits.  Certificate of
deposit accounts increased by $20.8 million and represented our largest dollar
increase in our deposit accounts.  Checking accounts increased by
$10.2 million.  In contrast, money market accounts decreased by $6.4
million.  Overall, total “core” deposits (savings, money market,
non-interest bearing demand and NOW accounts) increased by $5.0 million, or
10.3%.
 
 Borrowings.  FHLB
advances are utilized to the extent that liquidity needs are not met by cash
received from customer deposits. FHLB advances increased $22.2 million, or 9.8%,
to $249.0 million at March 31, 2008 from $226.8 million at December 31,
2007.  FHLB advances were generally utilized to a greater degree
because the costs for such advances were lower than retail certificates of
deposit in the period.  Securities sold under agreement to repurchase
increased by $20.0 million to $40.0 million at March 31, 2008.  These
borrowings were utilized since the rates were more attractive than FHLB advances
with similar terms.
 
 Stockholders’
Equity.  Stockholders’ equity decreased $1.2 million, or 1.1%,
to $112.0 million at March 31, 2008 from $113.2 million at December 31,
2007.  The decrease reflected an increase of $2.3 million in
accumulated other comprehensive loss, net of taxes, partially offset by net
income of $964,000 for the three months ended March 31, 2008, and expense
related to earned ESOP shares of $154,000.  The decline in the value
of our securities portfolio was a result of increased risk premiums (spreads)
demanded from investors due to the continued turmoil in the financial markets
resulting from the sub prime debacle.  The increase in spreads more
than offset the decline in interest rates in the quarter and was reflected in
lower pricing of the portfolio as compared to December 31, 2007.  With
the exception of the write-down of our FNMA perpetual preferred stock, Series P,
referred to above, we did not consider the impairment in the value of our
available-for-sale securities to be other than temporary.
  14
  BEACON FEDERAL BANCORP,
INC.
  Comparison
of Operating Results for the Three Months Ended March 31, 2008 and
2007
 
 Interest
Income.  Interest income increased $4.5 million, or 49.9%, to
$13.6 million for the three months ended March 31, 2008 from $9.1 million for
the three months ended March 31, 2007.  The increase resulted
primarily from higher average balances of loans and higher yields on such loans
in the 2008 period compared to the 2007 period.  The average balances
of loans increased primarily as a result of the deployment of net proceeds
raised in the initial public offering completed in October 2007.
 
 Interest
income on loans increased to $11.3 million for the three months ended March 31,
2008 from $8.4 million for the three months ended March 31, 2007.  The
increase was due to the higher average balance of loans to $722.3 million for
the three months ended March 31, 2008 from $550.5 million for the three months
ended March 31, 2007, reflecting our continued emphasis on loan
growth.  The increase in interest income on loans also was due to
higher average yields earned on such loans to 6.29% for the three months ended
March 31, 2008 from 6.13% for the three months ended March 31, 2007, which
reflected increases in interest rates on our adjustable-rate loans, and the
greater proportion of higher-yielding commercial business and multi-family loans
in our loan portfolio during the 2008 period compared to the 2007
period.  Interest income on securities, including FHLB stock,
increased $1.5 million, or 275.6%, to $2.1 million for the three months ended
March 31, 2008 from $558,000 for the three months ended March 31, 2007,
reflecting a higher average balance of such securities (to $158.9 million from
$49.8 million) as well as higher average yields on such securities to 5.28% from
4.48%.
 
 Interest
Expense.  Interest expense increased $2.3 million, or 38.4%, to
$8.1 million for the three months ended March 31, 2008 from $5.8 million for the
three months ended March 31, 2007.  The increase in interest expense
reflected substantially higher average balances of deposits and borrowings to
fund loan growth, as well as substantially higher rates on such deposits and
borrowings.
 
 Interest
expense on deposits increased $165,000, or 3.4%, to $5.0 million for the three
months ended March 31, 2008 from $4.8 million for the three months ended March
31, 2007, reflecting an increase in the average balance of such deposits to
$497.2 million for the three months ended March 31, 2008 from $486.1 million for
the three months ended March 31, 2007.  In addition, the average rate
paid on such deposits increased to 4.03% from 3.97%.  Interest expense
on money market accounts also increased to $1.3 million from $984,000,
reflecting substantially higher average balances on such accounts ($125.7
million compared to  $88.0 million, partially offset by lower average
rates on such accounts (4.11% in the 2008 period compared to 4.46% in the 2007
period).  Interest expense on certificates of deposit decreased to
$3.3 million for the three months ended March 31, 2008 from $3.4 million for the
three months ended March 31, 2007, due primarily to the lower average balance of
such deposits ($272.0 million compared to $279.2 million), partially offset by a
higher average rate on such deposits (4.83% compared to 4.82%).  At
March 31, 2008, we had $42.7 million in brokered deposits.  Brokered
deposits are highly susceptible to withdrawal if the rates we pay on such
deposits are not competitive.
 
 Interest
expense on borrowings increased to $3.1 million for the three months ended March
31, 2008 from $1.0 million for the three months ended March 31,
2007.  The increase was due to a higher average balance of such
borrowings, to $284.2 million for the three months ended March 31, 2008 from
$85.2 million for the three months ended March 31, 2007, as borrowings were used
to supplement deposits to fund loan growth.  The interest rates paid
on such borrowings decreased to 4.32% from 4.70%.
  15
 BEACON FEDERAL BANCORP,
INC.
  Net Interest
Income.  Net interest income increased $2.3 million, or 70.4%,
to $5.6 million for the three months ended March 31, 2008 from $3.3 million for
the three months ended March 31, 2007.  The increase in net interest
income was due to an increase in net interest-earning assets to $123.7 million
for the three months ended March 31, 2008 from $40.2 million for the three
months ended March 31, 2007 and, to a lesser extent, increases in our net
interest rate spread (to 1.91% from 1.87%) and net interest margin (to 2.47%
from 2.14%).  The modest increase in our net interest rate spread
reflected the interest rate environment and a steeper U.S. Treasury yield
curve.  From June 30, 2004 to June 30, 2006, the Federal Reserve Board
increased its target for federal funds rate from 1.25% to 5.25%.  In
September 2007, the Federal Reserve Board began a series of decreases in its
target for the federal funds rate from 5.25% to 2.25% in March
2008.  While the federal funds rate is used as a guide to price our
deposits, longer-term market interest rates used as a guide to price longer-term
loans have not changed to the same degree.  The net interest margin
rose 33 basis points due to growth of the Company, primarily as a result of the
stock conversion completed in early October 2007.
 
 Provision for
Loan Losses.  We recorded a provision for loan losses of
$900,000 for the three months ended March 31, 2008 compared to a provision for
loan losses of $193,000 for the three months ended March 31,
2007.  The provision for loan losses reflected growth in our loan
portfolio and an increase in classified assets of $1.7 million since the last
quarter end.  Components of the provision for loan losses included a
general allowance for each type of loan based on historical loan loss
experience, and related adjustments to historical experience, and the risks
associated with increased commercial lending.  The provisions recorded
also reflected net charge offs of $190,000 for the three months ended March 31,
2008 compared to net charge offs of $74,000 for the three months ended March 31,
2007.  The allowance for loan losses was $7.5 million, or 1.04% of
total loans at March 31, 2008 compared to $6.8 million, or 0.96%, of total loans
at December 31, 2007.  Total nonperforming loans were $1.3 million at
March 31, 2008 compared to $1.1 million at December 31, 2007.  We used
the same methodology in assessing the allowances for both periods.  To
the best of our knowledge, we have recorded all losses that are both probable
and reasonable to estimate for the three months ended March 31, 2008 and
2007.
 
 Non-Interest
Income.  Non-interest income increased to $1.1 million for the
three months ended March 31, 2008 from $752,000 for the three months ended March
31, 2007.  During the three months ended March 31, 2008, the Bank
recognized a gain of $129,000 as a result of a sale of its equity investment in
Visa, Inc., acquired as part of the restructuring that resulted in Visa, Inc.
issuing common stock to members of Visa U.S.A.  In addition, the Bank
recognized $118,000 during the March 2008 quarter as a result of the change in
cash surrender value of its bank-owned life insurance.  Service
charges increased $96,000, to $666,000 for the three months ended March 31,
2008, reflecting higher deposit-related fees.
 
 Non-Interest
Expense.  Non-interest expense increased $1.1 million, or
36.3%, to $4.2 million for the three months ended March 31, 2008 from $3.1
million for the three months ended March 31, 2007.  The increase
reflected higher salaries and benefits, provision for losses on impaired
securities, higher FDIC premium expenses, higher occupancy and equipment
expenses, higher telephone and postage expenses, higher audit and examination
expenses, higher advertising and marketing, and higher other non-interest
expenses, partially offset by lower supplies expenses and absence of the
provision for loss on foreclosed assets, which was recognized during the 2007
period.
 
 16
  BEACON FEDERAL BANCORP,
INC.
  Salaries
and employee benefits increased by $373,000 due to higher employee bonuses
accrued and normal salary increases, $154,000 of ESOP expense, approved as part
of the stock offering, and $44,000 of Supplemental Executive Retirement Plan
(SERP) expense on behalf of Ross J. Prossner, President and CEO of the Company
and Bank, approved in December 2007.  There were no ESOP or SERP
expenses during the 2007 period.
 
 Pursuant
to Statement of Position 93-6, ”Employers’ Accounting for Employee Stock
Ownership Plans,” the Company will recognize compensation expense related to the
ESOP equal to the fair market value of shares committed tobe released during the
period.
 
 SERP
expense will be recognized over the remaining service period of Mr. Prossner
based upon the present value of benefits expected to be provided under the
SERP.  Mr. Prossner will receive 40% of his highest base salary paid
during either the current plan year or any of the previous three full plan years
before retirement, including amounts deferred to any tax-qualified or
non-qualified employee benefit plans, payable for the remainder of his lifetime,
with a guarantee of 180 monthly payments.  If Mr. Prossner dies before
receiving all monthly payments, his beneficiary will be paid the present value
of the remaining payments in a lump sum.  Plan benefits vest at the
rate of 20% per year and become fully vested on death or
disability.
 
 FDIC
premium expense increased due to the growth of the Bank, and a risk-based
assessment system which considers the supervisory rating and certain financial
ratios of each financial institution. Occupancy and equipment increased as a
result of primarily higher office rent expenses, depreciation expense and
equipment maintenance costs.  Telephone, delivery and postage expenses
increased due to switching to a new telephone and server system and temporarily
operating dual phone systems. As a result of this process, the telephone costs
are expected to decrease in the next quarter.  Audit and examination
expenses increased due primarily to higher professional expenses associated with
our status as a public company.  Advertising and marketing increased
as a result of a higher volume of promotions.
 
 Other
non-interest expense included a $528,000 impairment loss that was recorded on
our Fannie Mae perpetual preferred stock, Series P.  In addition,
other non-interest expense increased due to higher insurance costs, subscription
costs, board fees, and expenses related to operating as a public company,
including attorney’s fees, securities filings-related costs, annual meeting
expenses, printing costs for annual reports and proxy materials, and
Sarbanes-Oxley compliance-related costs.  These higher expenses were
partially offset by lower correspondent bank service charges due primarily to
the implementation of the Check 21 program.
 
 Income Tax
Expense.  The provision for income taxes was $646,000 for the
three months ended March 31, 2008 compared to $280,000 for the three months
ended March 31, 2007.  The increase was due to a higher level of
pre-tax income and effective tax rate.  Our effective tax rate was
40.1% for the three months ended March 31, 2008 compared to 38.7% for the three
months ended March 31, 2007.  The effective tax rate was higher due
primarily to the nondeductible portion of the impairment writedown on
securities.
 
 17
 BEACON FEDERAL BANCORP,
INC.
  Average Balances and
Yields.The following tables set forth average balance sheets,
average yields and rates, and certain other information for the periods
indicated.  No tax-equivalent yield adjustments were made, as the
effect thereof was not material.  All average balances are daily
average balances.  Non-accrual loans were included in the computation
of average balances, but have been reflected in the table as loans carrying a
zero yield.  The yields set forth below include the effect of net
deferred costs, discounts and premiums that are amortized or accreted to
interest income.
  For
      the Three Months Ended March 31,2008
                
                
                2007Average
      Outstanding Balance
                
                
                Interest
      Earned/Paid
                
                
                Yield
      /
                  Rate
                
                
                Average
      Outstanding Balance
                
                
                Interest
      Earned/Paid
                
                
                Yield
      /
                  Rate(Dollars
      in thousands)Interest-earning
      assets:Loans
                
                $
                722,278
                
                
                $
                11,310
                
                
                
                6.29
                %
                
                $
                550,483
                
                
                $
                8,432
                
                
                
                6.13
                %Securities
                
                
                146,643
                
                
                
                1,933
                
                
                
                5.29
                
                
                
                45,733
                
                
                
                532
                
                
                
                4.65FHLB
      stock
                
                
                12,211
                
                
                
                163
                
                
                
                5.36
                
                
                
                4,064
                
                
                
                26
                
                
                
                2.56Interest-earning
      deposits
                
                
                23,991
                
                
                
                230
                
                
                
                3.85
                
                
                
                11,251
                
                
                
                107
                
                
                
                3.80Total
      interest-earning assets
                
                
                905,123
                
                
                
                13,636
                
                
                
                6.05
                
                
                
                611,531
                
                
                
                9,097
                
                
                
                5.95Non-interest-earning
      assets
                
                
                20,086
                
                
                
                
                
                
                
                
                
                
                
                10,354Total
      assets
                
                $
                925,209
                
                
                
                
                
                
                
                
                
                
                $
                621,885Interest-bearing
      liabilities:Savings
                
                $
                58,789
                
                
                
                90
                
                
                
                0.61
                
                
                $
                66,406
                
                
                
                142
                
                
                
                0.86Money
      market accounts
                
                
                125,673
                
                
                
                1,288
                
                
                
                4.11
                
                
                
                88,029
                
                
                
                984
                
                
                
                4.46NOW
      accounts
                
                
                40,747
                
                
                
                341
                
                
                
                3.36
                
                
                
                52,492
                
                
                
                333
                
                
                
                2.53Time
      accounts
                
                
                271,969
                
                
                
                3,272
                
                
                
                4.83
                
                
                
                279,203
                
                
                
                3,367
                
                
                
                4.82Total
      deposits
                
                
                497,178
                
                
                
                4,991
                
                
                
                4.03
                
                
                
                486,130
                
                
                
                4,826
                
                
                
                3.97FHLB
      advances
                
                
                249,064
                
                
                
                2,783
                
                
                
                4.48
                
                
                
                69,938
                
                
                
                854
                
                
                
                4.88Reverse
      repurchase agreements
                
                
                35,165
                
                
                
                287
                
                
                
                3.28
                
                
                
                15,227
                
                
                
                146
                
                
                
                3.84Total
      interest-bearing liabilities
                
                
                781,407
                
                
                
                8,061
                
                
                
                4.14
                
                
                
                571,295
                
                
                
                5,826
                
                
                
                4.08Non-interest-bearing
      deposits
                
                
                25,860
                
                
                
                
                
                
                
                
                
                
                
                4,330Other
      non-interest-bearing liabilities
                
                
                4,440
                
                
                
                
                
                
                
                
                
                
                
                1,688Total
      liabilities
                
                
                811,707
                
                
                
                
                
                
                
                
                
                
                
                577,313Equity
                
                
                113,502
                
                
                
                
                
                
                
                
                
                
                
                44,572Total
      liabilities and equity
                
                $
                925,209
                
                
                
                
                
                
                
                
                
                
                $
                621,885Net
      interest income
                
                
                
                
                
                $
                5,575
                
                
                
                
                
                
                
                
                
                
                $
                3,271Net
      interest rate spread
                
                
                
                
                
                
                
                
                
                
                1.91
                %
                
                
                
                
                
                
                
                
                
                
                1.87
                %Net
      interest-earning assets
                
                $
                123,716
                
                
                
                
                
                
                
                
                
                
                $
                40,236Net
      interest margin
                
                
                
                
                
                
                
                
                
                
                2.47
                %
                
                
                
                
                
                
                
                
                
                
                2.14
                %Average
      of interest-earning assets tointerest-bearing
      liabilities
                
                
                
                
                
                
                
                
                
                
                115.83
                %
                
                
                
                
                
                
                
                
                
                
                107.04
                %
  18
  BEACON FEDERAL
BANCORP, INC.
  Liquidity
and Capital Resources
  Our primary sources of funds consist of
deposit inflows, loan repayments, advances from the Federal Home Loan Bank of
New York, and maturities and sales of securities.  In addition, we
have the ability to collateralize borrowings in the wholesale
markets.  While maturities and scheduled amortization of loans and
securities are predictable sources of funds, deposit flows and mortgage
prepayments are greatly influenced by general interest rates, economic
conditions and competition.  We seek to maintain a liquidity ratio of
8.0% or greater.  For the three months ended March 31, 2008, our
liquidity ratio averaged 26.3%.  We believe that we have enough
sources of liquidity to satisfy our short- and long-term liquidity needs as of
March 31, 2008.  We presently maintain higher liquidity levels as a
result of the stock offering.  Excess liquid assets have been invested
generally in interest-earning deposits and short- and intermediate-term
securities.
  Our most
liquid assets are cash and cash equivalents.  The levels of these
assets are dependent on our operating, financing, lending and investing
activities during any given period.  At March 31, 2008, cash and cash
equivalents totaled $19.3 million.  Securities classified as
available-for-sale, which provide additional sources of liquidity, totaled
$141.5 million at March 31, 2008.  On that date, we had $249.0 million
in advances outstanding, with the ability to borrow an additional $55.3
million.  Our cash flows are derived from operating activities,
investing activities and financing activities as reported in our Consolidated
Statements of Cash Flows included in our Consolidated Financial
Statements.
  At March
31, 2008, we had $68.2 million in loan commitments outstanding.  In
addition to commitments to originate loans, we had $53.6 million in unused lines
of credit to borrowers. Certificates of deposit due within one year of March 31,
2008 totaled $229.6 million, or 42.5% of total deposits. If these deposits do not
remain with us, we will be required to seek other sources of funds, including
loan sales, brokered deposits and Federal Home Loan Bank advances. Depending on
market conditions, we may be required to pay higher rates on such deposits or
other borrowings than we currently pay on the certificates of deposit due on or
before March 31, 2008. We believe, however, based on past experience that a
significant portion of such deposits will remain with us.  We have the
ability to attract and retain deposits by adjusting the interest rates
offered.
  Our
primary investing activity is originating loans.  During the three
months ended March 31, 2008, we originated $68.5 million of loans, and during
the three months ended March 31, 2007, we originated $51.0 million of
loans.  We purchased $59.2 million of securities during the three
months ended March 31, 2008.  There were no securities purchased
during the three months ended March 31, 2007.
  Financing
activities consist primarily of activity in deposit accounts and Federal Home
Loan Bank advances.  We experienced a net increase in total deposits
and securities sold under agreement to repurchase of $25.8 million and $20.0
million, respectively, for the three months ended March 31, 2008 and a net
increase in total deposits of $48.4 million for the three months ended March 31,
2007.  Deposit flows are affected by the overall level of interest
rates, the interest rates and products offered by us and our local competitors,
and by other factors.
  If we
require funds beyond our ability to generate them internally, borrowing
agreements exist with the Federal Home Loan Bank of New York, which provide an
additional source of funds.  Federal Home Loan Bank advances increased
by $22.2 million for the three months ended March 31, 2008, compared to a
decrease of $6.3 million for the three months ended March 31,
2007.  Federal Home Loan Bank advances have primarily been used to
fund loan demand. At March 31, 2008, we had the ability to borrow up to $304.6
million from the Federal Home Loan Bank of New York.
  19
  BEACON FEDERAL
BANCORP, INC.
  The net
proceeds from the stock offering increased our liquidity and capital resources.
Over time, the initial level of liquidity will be reduced as net proceeds from
the stock offering are used for general corporate purposes, including the
funding of loans.  We believe our financial condition and results of
operations were enhanced by the net proceeds from the stock offering, resulting
in increased net interest-earning assets and net interest income. However, due
to our inability to initially fully deploy the increase in equity, our return on
equity is expected to be adversely affected.
  Banks are
subject to regulatory capital requirements administered by federal banking
agencies.  Capital adequacy guidelines and prompt corrective action
regulations involve quantitative measures of assets, liabilities, and certain
off-balance-sheet items calculated under regulatory accounting
practices.  Capital amounts and classifications are also subject to
qualitative judgments by regulators.  Failure to meet capital
requirements can initiate regulatory action.  At March 31, 2008 the
Bank met all capital adequacy requirements.
 
 Prompt
corrective action regulations provide five classifications:  well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not
used to represent overall financial condition.  If adequately
capitalized, regulatory approval is required to accept brokered
deposits.  If undercapitalized, capital distributions are limited, as
is asset growth and expansion, and capital restoration plans are
required.  At March 31, 2008 and December 31, 2007, the most recent
regulatory notification categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action.  There are no
conditions or events since that notification that management believes have
changed the institution's category.
 
 Actual
and required capital amounts and ratios for the Bank are presented
below:
 
  To
      Be WellCapitalized
      UnderFor
      Capital
                
                
                Prompt
      CorrectiveActual
                
                
                Adequacy
      Purposes
                
                
                Action
      ProvisionsMarch 31, 2008
      (Dollars in Thousands)
                
                Amount
                
                
                Ratio
                
                
                Amount
                
                
                Ratio
                
                
                Amount
                
                
                RatioEquity
                
                $
                75,690Unrealized
      loss on AFS securities
                
                
                2,667Tier
      1 (Core) Capital and Tangible Capital
                
                
                78,357
                
                
                
                8.26
                %
                
                $
                14,235
                
                
                
                1.50
                %General
      valuation allowance
                
                
                7,537Deduction
      for low-level recourse
                
                
                (332
                )Total
      Capital to risk-weightedassets
                
                $
                85,562
                
                
                
                13.63
                %
                
                $
                50,204
                
                
                
                8.00
                %
                
                $
                62,754
                
                
                
                10.00
                %Tier
      1 (Core) Capital to risk-weighted
      assets
                
                $
                78,025
                
                
                
                12.43
                %
                
                $
                25,102
                
                
                
                4.00
                %
                
                $
                37,653
                
                
                
                6.00
                %Tier
      1 (Core) Capital to adjustedtotal
      assets
                
                $
                78,357
                
                
                
                8.26
                %
                
                $
                37,960
                
                
                
                4.00
                %
                
                $
                47,450
                
                
                
                5.00
                %
   20
  BEACON FEDERAL BANCORP,
INC.
  To
      Be WellCapitalized
      UnderFor
      Capital
                
                
                Prompt
      CorrectiveActual
                
                
                Adequacy
      Purposes
                
                
                Action
      ProvisionsDecember 31, 2007
      (Dollars in Thousands)
                
                Amount
                
                
                Ratio
                
                
                Amount
                
                
                Ratio
                
                
                Amount
                
                
                RatioEquity
                
                $
                77,000Unrealized
      loss on AFS securities
                
                
                328Tier
      1 (Core) Capital and Tangible Capital
                
                
                77,328
                
                
                
                8.79
                %
                
                $
                13,189
                
                
                
                1.50
                %General
      valuation allowance
                
                
                6,827Deduction
      for low-level recourse
                
                
                (119
                )Total
      Capital to risk-weightedassets
                
                $
                84,036
                
                
                
                13.88
                %
                
                $
                48,439
                
                
                
                8.00
                %
                
                $
                60,549
                
                
                
                10.00
                %Tier
      1 (Core) Capital to risk-weighted
      assets
                
                $
                77,209
                
                
                
                12.75
                %
                
                $
                24,220
                
                
                
                4.00
                %
                
                $
                36,329
                
                
                
                6.00
                %Tier
      1 (Core) Capital to adjustedtotal
      assets
                
                $
                77,328
                
                
                
                8.79
                %
                
                $
                35,170
                
                
                
                4.00
                %
                
                $
                43,963
                
                
                
                5.00
                %
  Asset
Quality
 
 General.  The
table below sets forth the amounts and categories of our non-performing assets
at the dates indicated.  At each date presented, we had no troubled
debt restructurings (loans for which a portion of interest or principal has been
forgiven and loans modified at interest rates materially less than current
market rates).
  March
      31,
                
                
                December
      31,2008
                
                
                2007(In
      Thousands)Nonaccrual
      loans
                
                $
                1,087
                
                
                $
                136Loans
      past due over 90 days still on accrual
                
                
                20
                
                
                
                735Impaired
      loans
                
                
                222
                
                
                
                222Total
      nonperforming loans
                
                
                1,329
                
                
                
                1,093Foreclosed
      and repossessed assets
                
                
                291
                
                
                
                319Total
      nonperforming assets
                
                $
                1,620
                
                
                $
                1,412Ratios:Nonperforming
      loans to total loans
                
                
                0.18
                %
                
                
                0.15
                %Nonperforming
      assets to total assets
                
                
                0.17
                %
                
                
                0.16
                %
  The
average balance of impaired loans for the three months ended March 31, 2008 and
interest income recognized during the period that the loans were impaired was
$222,000 and $0, respectively.
  21
  BEACON FEDERAL
BANCORP, INC.
  At March
31, 2008, we had no loans that were not currently classified as nonaccrual, 90
days past due or impaired but where known information about possible credit
problems of the borrower caused management to have serious concerns as to the
ability of the borrower to comply with present loan repayment terms and that may
result in disclosure as nonaccrual, 90 days past due or impaired.
 
 Classification of
Assets.We regularly review our asset portfolio to determine
whether any assets require classification in accordance with applicable
regulations.  On the basis of our review of our assets at March 31,
2008, classified assets consisted of substandard assets of $6.6 million and
doubtful assets of $687,000.  Substandard assets and doubtful assets
were $5.2 million and $441,000, respectively, at December 31,
2007.  As of March 31, 2008, our largest substandard asset was secured
by a first lien on commercial property located in Upstate New York, and all
borrower assets, with a principal balance of $2.0 million.  As of
March 31, 2008, we had $12.3 million of assets designated as special mention,
compared to $12.4 million at December 31, 2007.
  Allowance for
losses.  The following table sets forth activity in our
allowance for loan losses for the periods indicated.
  Three
      Months EndedMarch
      31,2008
                
                
                2007(In
      Thousands)Beginning
      balance
                
                $
                6,827
                
                
                $
                5,192Provision
      for loan losses
                
                
                900
                
                
                
                193Loans
      charged off
                
                
                (270
                )
                
                
                (176
                )Recoveries
                
                
                80
                
                
                
                102Ending
      balance
                
                $
                7,537
                
                
                $
                5,311Ratios:Net
      charge-offs to average loansoutstanding
                
                
                0.03
                %
                
                
                0.01
                %Allowance
      for loan losses to nonperformingloans
      at end of period
                
                
                567.12
                %
                NMAllowance
      for loan losses to total loans atend
      of period
                
                
                1.04
                %
                
                
                0.95
                %NM-
      Not meaningful.
 22
  BEACON FEDERAL BANCORP,
INC.
  Off-Balance
Sheet Arrangements
  Commitments.As a financial services
provider, we routinely are a party to various financial instruments with
off-balance-sheet risks, such as commitments to extend credit and unused lines
of credit.  While these contractual obligations represent our future
cash requirements, a significant portion of commitments to extend credit may
expire without being drawn upon.  Such commitments are subject to the
same credit policies and approval process accorded to loans we
make.
  The
contractual amount of financial instruments with off-balance-sheet risk was as
follows:
 
 March
      31, 2008
                
                
                December
      31, 2007Fixed
                
                
                Variable
                
                
                Fixed
                
                
                VariableRate
                
                
                Rate
                
                
                Rate
                
                
                Rate(Dollars
      in Thousands)Commitments
      to make loans
                
                $
                40,480
                
                
                $
                27,692
                
                
                $
                24,470
                
                
                $
                21,067Unused
      lines of credit and lettersof
      credit
                
                $
                3,729
                
                
                $
                49,847
                
                
                $
                4,459
                
                
                $
                42,874Range
      of fixed-rate commitments
                
                
                4.49%-15.00
                %
                
                
                -
                
                
                
                4.49%-15.00
                %
                
                
                -
 
 The
following instruments are considered financial guarantees under FASB
Interpretation 45.  These instruments are carried at fair
value.  The contract amount and fair value of these instruments was as
follows:
  March
      31, 2008
                
                
                December
      31, 2007Contract
                
                
                Fair
                
                
                Contract
                
                
                FairAmount
                
                
                Value
                
                
                Amount
                
                
                Value(Dollars
      in Thousands)Standby
      letters of credit
                
                $
                909
                
                
                $
                -
                
                
                $
                736
                
                
                $
                -Limited
      recourse obligationsrelated
      to loans sold
                
                $
                332
                
                
                $
                -
                
                
                $
                119
                
                
                $
                -
 
 Loans
sold to the Federal Home Loan Bank (FHLB) of New York under the Mortgage
Partnership Finance program are sold with recourse.  The Bank has
agreements to sell residential loans up to $41 million to the FHLB of New
York.  Approximately $10.8 million has been sold through March 31,
2008.  Under the agreement, the Bank has a maximum credit enhancement
of $332,000 at March 31, 2008.  Based upon a favorable payment
history, the Bank does not anticipate recognizing any losses on these
residential loans, and accordingly, has not recorded a liability for the credit
enhancement.
 
 Recent Accounting
Pronouncements
 
 The
following paragraphs summarize recent accounting pronouncements:
 
 In
December 2004, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004)
(SFAS No. 123(R)) “Share-Based Payment”.  SFAS No. 123(R) requires all
entities to recognize compensation expense equal to the fair value of
share-based   payments such as stock options granted to
employees.  SFAS No. 123(R) was adopted on October 1, 2007,the
effective date of the conversion.  The effect on future operations
will depend on the level of future option grants, vesting period of such options
and fair value of options granted at such future dates.
  23
 BEACON FEDERAL BANCORP,
INC.
  In March
2005, the Securities and Exchange Commission (“SEC”) issued SEC Staff Accounting
Bulletin No. 107 (SAB 107), which expresses views of the staff regarding the
interaction between SFAS No. 123(R) and certain SEC rules and regulations and
provides the staff’s views regarding the valuation of share-based payment
arrangements for public entities.  The Company will follow the
guidance provided by SAB 107 as part of our adoption of SFAS No.
123(R).
 
 In June
2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in
Income Taxes – an Interpretation of FASB No. 109” (FIN 48”).  This
Interpretation prescribes a recognition threshold and measurement attribute for
financial statement recognition and measurement of a tax position taken in a tax
return, and provides guidance on derecognition, classification, interest and
penalties, accounting for interim periods and transition.  We adopted
the provisions of FIN 48, effective January 1, 2007.  No adjustments
were recognized for uncertain tax positions.  We are subject to U.S.
Federal income taxes, as well as State of New York, Massachusetts, Texas and
Tennessee income taxes.  Tax years ending December 31, 2005 through
December 31, 2007 remain open to examination by these
jurisdictions.  We recognize interest and penalties related to tax
positions in income tax expense.  At March 31, 2008, there was no
accrual for uncertain tax positions or related interest.
 
 In
September 2006, the Emerging Issues Task Force (EITF) Issue 06-4, “Accounting
for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements” was ratified.  This EITF
addresses accounting for an arrangement which splits life insurance benefits
between an employer and employee.  The Issue requires the employer to
recognize a liability for future benefits payable to the employee under this
arrangement.  The effects of applying this Issue must be recognized as
either a change in accounting principle through a cumulative-effect adjustment
to stockholders’ equity or through the retrospective application to all prior
periods.   The Issue is effective for fiscal years beginning
after December 15, 2007.  EITF Issue 06-4 was adopted January 1, 2008
and did not have a material impact on the Company’s financial position or
results of operation.
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” to
define fair value, establish a framework for measuring fair value and expand
disclosures about fair values.  The Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.  SFAS No. 157 was
adopted January 1, 2008 for financial assets and liabilities and did not have a
material impact on the Company’s financial position or results of
operation.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities.”  SFAS No. 159 permits
entities to choose to measure many financial instruments and certain other items
at fair value.  Entities shall report unrealized gains and losses on
those items, which the fair value option has been elected in
earnings.  SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007.  SFAS
No. 159 was adopted January 1, 2008 and did not have a material impact on the
Company’s financial position or results of operation.
 
 In
November 2007, the SEC issued Staff Accounting Bulletin No. 109 (SAB 109),
“Written Loan Commitments Recorded at Fair Value Through
Earnings.”  SAB 109 supercedes SAB 105, “Application of Accounting
Principles to Loan Commitments,” and indicates that the expected net future cash
flows related to the associated servicing of the loan should be included in the
measurement of all written loan commitments that are accounted for at fair value
through earnings.  The guidance in SAB 109 is applied on a prospective
basis to derivative loan commitments issued or modified in fiscal quarters
beginning after December 15, 2007.  SAB 109 was adopted January 1,
2008 and did not have a material impact on the Company’s financial position or
results of operation.
  24
  BEACON FEDERAL
BANCORP, INC.
  In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements- an amendment of ARB No. 51.”  SFAS
No. 160 improves the relevance, comparability, and transparency of the financial
information that an entity provides in its consolidated financial statements by
establishing accounting and reporting standards for a noncontrolling interest or
minority interest, the portion of equity in a subsidiary not attributable,
directly or indirectly, to a parent.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007) (R), “Business
Combinations.”  SFAS No. 141 (R) improves the relevance,
representational faithfulness, and comparability of the financial information
that an entity provides in its financial reports regarding business combinations
and its effects.
 
 SFAS No.
160 and SFAS No. 141 (R) are effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2008.  The
Company is currently reviewing the applications of SFAS No. 160 and SFAS No. 141
(R).  At March 31, 2008, the Company did not have a noncontrolling
interest.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – an amendment of FASB Statement No.
133.”  SFAS No. 161 requires enhanced disclosures about an entity’s
derivative and hedging activities and improves the transparency of financial
reporting.  SFAS No. 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
earlier application encouraged.  The Company is currently reviewing
the applications of SFAS No. 161.
 
 
 
 25
 
 BEACON FEDERAL BANCORP,
INC.
  ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
 
 General.  Because
the majority of our assets and liabilities are sensitive to changes in interest
rates, our most significant form of market risk is interest rate
risk.  We are vulnerable to an increase in interest rates to the
extent that our interest-bearing liabilities mature or reprice more quickly than
our interest-earning assets. As a result, a principal part of our business
strategy is to manage interest rate risk and limit the exposure of our net
interest income to changes in market interest rates.
  Our
interest rate sensitivity is monitored through the use of a net interest income
simulation model, which generates estimates of the change in our net interest
income over a range of interest rate scenarios. The modeling assumes loan
prepayment rates, reinvestment rates and deposit decay rates based on historical
experience and current economic conditions.
 
 We
generally have not engaged in hedging through the use of
derivatives.  However, in February 2007, we purchased a two-year, $30
million notional value interest rate cap, in order to limit our potential
exposure to rising interest rates.  The cost of the transaction was
$37,000.  The counter-party in the transaction, a nationally
recognized broker-dealer firm, will pay us if and when the one-month LIBOR rate
is above the rate cap of 5.75%.  The interest rate cap agreement
expires in February 2009.
 
 Net Portfolio
Value.  The Office of
Thrift Supervision requires the computation of amounts by which the net present
value of an institution’s cash flow from assets, liabilities and off-balance
sheet items (the institution’s net portfolio value or “NPV”) would change in the
event of a range of assumed changes in market interest rates.  The
Office of Thrift Supervision simulation model uses a discounted cash flow
analysis and an option-based pricing approach to measuring the interest rate
sensitivity of net portfolio value.  The Office of Thrift Supervision
provides us the results of the interest rate sensitivity model, which is based
on information we provide to the Office of Thrift Supervision to estimate the
sensitivity of our net portfolio value.
 
 Net Interest
Income.In addition to NPV calculations, we analyze our
sensitivity to changes in interest rates through a net interest income
model.  Net interest income is the difference between the interest
income we earn on our interest-earning assets, such as loans and securities, and
the interest we pay on our interest-bearing liabilities, such as deposits and
borrowings.  In the model, we estimate what our net interest income
would be for a twelve-month period using historical data for assumptions such as
loan prepayment rates and deposit decay rates, the current term structure for
interest rates, and current deposit and loan offering rates. The net interest
income is then estimated for the same period in the event of an instantaneous
200 basis point parallel increase or decrease in market interest
rates.
 
 As of
March 31, 2008, our exposure to interest rate risk has not changed significantly
from disclosures included in the Annual Report on Form 10-K for the year ended
December 31, 2007, as filed with the SEC.
  26
 
 BEACON FEDERAL BANCORP,
INC.
  ITEM
4.  CONTROLS AND PROCEDURES.
 
 As of the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company’s principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of the Company’s disclosures and
procedures.  Based on this evaluation, the Company’s principal
executive officer and principal financial officer concluded that, as of the end
of the period covered by this report, the Company’s disclosure controls and
procedures were effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities and Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and
forms.  It should be noted that the design of any system of controls
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.
 
 In
addition, there have been no changes in the Company’s internal control over
financial reporting during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
  27
 
 BEACON FEDERAL BANCORP,
INC.
  PART
II - OTHER INFORMATION
 
 Item
1 - Legal Proceedings.
 
 There are
no material legal proceedings to which the Company is a party or of which any of
its property is subject.  From time to time, the Company is a party to
various legal proceedings incident to its business.
 
 Item
1A – Risk Factors
 
 As of
March 31, 2008, there have been no material changes to the risk factors set
forth in the Company’s Annual Report on Form 10-K for the year ended December
31, 2007.
 
 Item
2 – Unregistered Sales of Equity Securities and Use of Proceeds.
 
 (a)
              There
      were no sales of unregistered equity securities during the period covered
      by this Report.(b)
              Not
      applicable.(c)
              There
      were no issuer repurchases of equity securities during the period covered
      by this Report.
 
 Item
3 - Defaults upon Senior Securities.
 
 Not
applicable.
 
 Item
4 - Submission of Matters to a Vote of Security Holders.
 
 Not
applicable.
 
 Item
5 - Other Information.
 
 None
 
 Item
6 – Exhibits.
 
 (a)
              Exhibits.3.1
              Articles
      of Incorporation of Beacon Federal Bancorp, Inc. (1)3.2
              Bylaws
      of Beacon Federal Bancorp, Inc. (1)4.0
              Stock
      Certificate of Beacon Federal Bancorp, Inc. (1)10.1
              Form
      of Employee Stock Ownership Plan (1)10.2
              Form
      of Employment Agreement for Chief Executive Officer (1)10.3
              Form
      of Employment Agreement for Chief Financial Officer (1)10.4
              Form
      of Employment Agreement for Executive Officers (1)10.5
              Form
      of Change in Control Agreement (1)10.6
              Beacon
      Federal Excess Benefit Plan (1)10.7
              Beacon
      Federal Annual Cash Incentive Plan (1)10.8
              Supplemental
      Executive Retirement Plan (2)21
              Subsidiaries
      of Registrant (1)31.1
              Certification
      of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley  Act of
2002.
 
 28
  BEACON FEDERAL BANCORP,
INC.
 
 PART
II - OTHER INFORMATION (continued)
 
 31.2
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.0
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.
 
 (1)
              Incorporated
      by reference into this document from the Exhibits filed with the
      Securities Exchange Commission in the Registration Statement on Form S-1,
      and any amendments thereto, Registration No.
333-143522.(2)
              Incorporated
      by reference to the Current Report on Form 8-K of Beacon Federal Bancorp,
      Inc. filed with the Securities Exchange Commission on December 28,
      2007.
  29
  BEACON FEDERAL BANCORP,
INC.
  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.
 
 BEACON FEDERAL
      BANCORP, INC.Registrant)DATE: May
      8,2008
              BY:
              Ross J.
      ProssnerRoss
      J. Prossner, President and Chief Executive OfficerBY:
              James D.
      LapsleyJames
      D. Lapsley, Senior Vice-President and Chief Financial
    Officer








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