<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

(Mark One)

(X)      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 2000


( )      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from _____________ to
         _____________.

         Commission file number:  1-12165

                              Bridge View Bancorp
             (Exact name of Registrant as specified in its charter)

       New Jersey                                           22-3461336
-------------------------------                          ---------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification)

                  457 Sylvan Avenue, Englewood Cliffs, NJ 07632
               (Address of principal executive offices) (Zip Code)

                                  201-871-7800
              (Registrant's telephone number, including area code)

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

 Title of each class:            Name of each exchange on which registered:
 Common Stock, No Par Value      American Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act:    None

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days. YES (X) NO___

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

The aggregate market value of the voting stock held by non-affiliates of the
Issuer as of March 6, 2001 was $33,719,000.

The number of shares of the Issuer's Common Stock, no par value, outstanding as
of March 6, 2001 was 3,225,677.

For the fiscal year ended December 31, 2000, the Issuer had total revenues of
$15,232,000.


                                       1
<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE

         10-K Item                              Document Incorporated

Item 9.     Directors and Executive             Proxy Statement for 2001
            Officers of the Company;            Annual Meeting of Shareholders
            Compliance with Section 16(a)       to be filed no later than
            Of the Exchange Act                 April 30, 2001.
--------------------------------------------------------------------------------

Item  10.   Executive Compensation              Proxy Statement for 2001
                                                Annual Meeting of
                                                Shareholders to be filed
                                                no later than April 30,
                                                2001.
--------------------------------------------------------------------------------

Item  11.   Security Ownership of Certain       Proxy Statement for 2001
            Beneficial Owners and               Annual Meeting of
            Management                          Shareholders to be filed no
                                                later than April 30, 2001.
--------------------------------------------------------------------------------

Item  12.   Certain Relationships and           Proxy Statement for 2001
            Related Transactions                Annual Meeting of
                                                Shareholders to be
                                                filed no later than
                                                April 30, 2001.

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


                                       2
<PAGE>


                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

PART I

Item 1.  Description of Business                                            4

Item 2.  Description of Property                                           10

Item 3.  Legal Proceedings                                                 10

Item 4.  Submission of Matters to a Vote of Security Holders               10



PART II

Item 5.  Market for Registrant's Common Equity and Related
           Stockholder Matters                                             11


Item 6.  Selected Consolidated Financial Data and Other Data               12

Item 7.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                       13

Item 7A. Quantitative and Qualitative Disclosures about Market Risk        33

Item 8.  Financial Statements and Supplementary Data                       33

Item 9.  Changes In and Disagreements with Accountants on Accounting
           and Financial Disclosures                                       33


PART III

Item 10. Directors and Executive Officers of the Registrant                33

Item 11. Executive Compensation                                            34

Item 12. Security Ownership of Certain Beneficial Owners and Management    34

Item 13. Certain Relationships and Related Transactions                    34


PART IV

Item 14. Exhibits and Financial Statement Schedules                        35


                                       3
<PAGE>



                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

General

Bridge View Bancorp (the "Company") is a one-bank holding company incorporated
under the laws of the State of New Jersey in May, 1996 to serve as a holding
company for Bridge View Bank (the "Bank"; unless the context otherwise requires,
all references to the "Company" in this Annual Report shall be deemed to refer
also to the Bank). The Company was organized at the direction of the Board of
Directors of the Bank for the purpose of acquiring all of the capital stock of
the Bank. Pursuant to the New Jersey Banking Act of 1948 (the "Banking Act"), as
amended, and pursuant to approval of the shareholders of the Bank, the Company
acquired the Bank and became its holding company on December 6, 1996. As part of
the Acquisition, shareholders of the Bank received two shares of common stock,
no par value, (the "Common Stock") of the Company for each outstanding share of
the common stock of the Bank, $5.00 per share par value ("Bank Common Stock").
The only significant activities of the Company are the ownership and supervision
of the Bank. The Company's main office is located at 457 Sylvan Avenue,
Englewood Cliffs, Bergen County, New Jersey, 07632.

The Bank is a commercial bank formed under the laws of the State of New Jersey
on October 11, 1988. The Bank operates from its main office at 457 Sylvan
Avenue, Englewood Cliffs, New Jersey, 07632, and its six branch offices located
at 1605 Lemoine Avenue, Fort Lee, New Jersey, 07024, 115 River Road, Edgewater,
New Jersey, 07020, 899 Palisade Avenue, Fort Lee, New Jersey, 07024, 77 River
Street, Hackensack, NJ, 07601, 20 West Railroad Avenue, Tenafly, NJ 07670, and 4
Park Street, Harrington Park, NJ 07640. All branch locations are in Bergen
County, NJ

The Bank is subject to the supervision and regulation of the Board of Governors
of the Federal Reserve System (the "FRB"). The Bank's deposits are insured by
the Bank Insurance Fund (the "BIF") of the Federal Deposit Insurance Corporation
("FDIC") up to applicable limits. The operation of the Company and the Bank are
subject to the supervision and regulation of the FRB, FDIC, and the New Jersey
Department of Banking and Insurance (the " Department"). The principal executive
offices of the Bank are located at 457 Sylvan Avenue, Englewood Cliffs, New
Jersey, 07632, and the telephone number is (201) 871 - 7800.

Business of the Company

The Company's primary business is ownership and supervision of the Bank. The
Company, through the Bank, conducts a traditional commercial banking business,
accepting deposits from the general public, including individuals, businesses,
non-profit organizations, and governmental units. The Bank makes commercial
loans, consumer loans, and both residential and commercial real estate loans. In
addition, the Bank provides other customer services and makes investments in
securities, as permitted by law. The Bank has sought to offer an alternative,
community-oriented style of banking in an area, which is presently dominated by
larger, statewide and national institutions. The Bank has sought to be a
positive force in the area by assisting in the development of the residential
sector, by serving the needs of small and medium-sized businesses and the local
professional community, and by meeting the requirements of individuals residing,
working, and shopping in the Bank's eastern Bergen County market area by
extending

                                       4
<PAGE>


consumer, commercial, and real estate loans and by offering depository services.
The Bank believes that the following attributes have attracted local business
people and residents:

o        Competitively priced services;

o        Direct access to Bank management by members of the community, whether
         during or after business hours;

o        Strategically located branch offices;

o        Full service business hours of 7:00 am to 7:00 pm weekdays and 9:00 am
         to 1:00 pm Saturdays;

o        Local conditions and needs are taken into account when deciding loan
         applications and making other business decisions affecting members of
         the community;

o        Responsiveness to requests for information and services by depositors
         and others; and

o        Positive involvement in the community affairs of eastern Bergen County.

Since opening in 1990, the Bank has established six branches in addition to its
main office. The Bank expects to continue to seek additional strategically
located de novo branch locations within Bergen County. Particular emphasis will
be placed on presenting an alternative banking culture in communities which are
dominated by non-local competitors and where no community banking approach
exists or in locations which the Company perceives to be economically emerging.

Service Area

The Company's service area primarily consists of the greater Bergen County, New
Jersey area. The Company operates its main office in Englewood Cliffs, New
Jersey and six branch offices in Fort Lee(2), Edgewater, Hackensack, Tenafly,
and Harrington Park, New Jersey; all in Bergen County, NJ.

Competition

The Company operates in a highly competitive environment competing for deposits
and loans with commercial banks, thrifts, and other financial institutions, many
of which have greater financial resources than the Company. Many large financial
institutions in New York City and other parts of New Jersey compete for the
business of New Jersey residents located in the Company's service area. In
addition, since passage of the Gramm-Leach-Bliley Financial Modernization Act of
1999 (the "Modernization Act"), securities firms and insurance companies have
been allowed to acquire or form financial institutions, thereby further
increasing competition in the financial services market. Certain of these
institutions have significantly higher lending limits than the Company and
provide services to their customers which the Company does not offer. In
addition, the Company's competitors generally have established positions in the
Service Area and have greater resources than the Company with which to pay for
advertising, physical facilities, personnel, and interest on deposited funds.

Management believes the Company is able to compete on a substantially equal
basis with its competitors because it provides responsive personalized services
through its knowledge and awareness of the Company's service area, customers,
and business.

Employees

At December 31, 2000, the Company employed sixty-six full-time employees and ten
part-time employees. None of these employees is covered by a collective
bargaining agreement. The Company believes that its employee relations remain
good.


                                       5
<PAGE>


                           Supervision and Regulation

Bank holding companies and banks are extensively regulated under both federal
and state law. These laws and regulations are intended to protect depositors,
not stockholders. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions. Any change in
the applicable law or regulation may have a material effect on the business and
prospects of the Company and the Bank.

Bank Holding Company Regulations

As a bank holding company registered under the Bank Holding Company Act of 1956,
as amended (the "BHCA"), the Company is subject to the regulation and
supervision of the FRB. The Company is required to file with the FRB annual
reports and other information regarding its business operations and those of its
subsidiaries. Under the BHCA, the Company's activities and those of its
subsidiaries are limited to banking, managing or controlling banks, furnishing
services to or performing services for its subsidiaries or engaging in any other
activity which the FRB determines to be so closely related to banking or
managing or controlling banks as to be properly incident thereto.

The BHCA requires among other things , the prior approval of the FRB in any case
where a bank holding company proposes to: (i) acquire all or substantially all
of the assets of any other bank, (ii) acquire direct or indirect ownership or
control of more than 5% of the outstanding voting stock of any bank (unless it
owns a majority of such bank's voting shares), or (iii) merge or consolidate
with any other bank holding company. The FRB will not approve any acquisition,
merger, or consolidation that would have a substantially anti-competitive
effect, unless the anti-competitive impact of the proposed transaction is
clearly outweighed by a greater public interest in meeting the convenience and
needs of the community to be served, when reviewing acquisitions or mergers.

Additionally, the BHCA prohibits a bank holding company, with certain limited
exceptions, from (i) acquiring or retaining direct or indirect ownership or
control of more than 5% of the outstanding voting stock of any company which is
not a bank or bank holding company, or (ii) engaging directly or indirectly in
activities other than those of banking, managing, or controlling banks, or
performing services for its subsidiaries; unless such non-banking business is
determined by the FRB to be so closely related to banking or managing or
controlling banks as to be properly incident thereto. In making such
determinations, the FRB is required to weigh the expected benefits to the public
such as greater convenience, increased competition or gains in efficiency,
against the possible adverse effects, such as undue concentration of resources,
decreased or unfair competition, conflicts of interest, or unsound banking
practices.

The BHCA was substantially amended through the Modernization Act. The
Modernization Act permits bank holding companies and banks which meet certain
capital, management and Community Reinvestment Act standards to engage in a
broader range of non-banking activities. In addition, bank holding companies
which elect to become financial holding companies may engage in certain banking
and non-banking activities without prior FRB approval. Finally, the
Modernization Act imposes certain new privacy requirements on all financial
institutions and their treatment of consumer information. At this time, the
Company has elected not to become a financial holding company, as we do not
engage in any non-banking activities.


                                       6
<PAGE>


There are a number of obligations and restrictions imposed on bank holding
companies and their depository institution subsidiaries by law and regulatory
policy that are designed to minimize potential loss to the depositors of such
depository institutions and the FDIC insurance funds in the event the depository
institution becomes in danger of default. Under a policy of the FRB with respect
to bank holding company operations, a bank holding company is required to serve
as a source of financial strength to its subsidiary depository institutions and
to commit resources to support such institutions in circumstances where it might
not do so absent such policy. The FRB also has the authority under the BHCA to
require a bank holding company to terminate any activity or to relinquish
control of a non-banking subsidiary upon the FRB's determination that such
activity or control constitutes a serious risk to the financial soundness and
stability of any bank subsidiary of the bank holding company.

The Company is also under the jurisdiction of the Securities and Exchange
Commission for matters relating to the offering and sale of its securities and
is subject to the Securities and Exchange Commission's rules and regulations
relating to periodic reporting, reporting to shareholders, proxy solicitations,
and insider trading.


                                       7
<PAGE>


Capital Adequacy Guidelines for Bank Holding Companies.

The FRB has adopted risk-based capital guidelines for bank holding companies.
The risk-based capital guidelines are designed to make regulatory capital
requirements more sensitive to differences in risk profile among banks and bank
holding companies to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Under these guidelines, assets and
off-balance sheet items are assigned to broad risk categories each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and off-balance sheet items.

The risk-based guidelines apply on a consolidated basis to bank holding
companies with consolidated assets of $150 million or more. The minimum ratio or
total capital to risk-weighted assets (including certain off-balance sheet
activities, such as standby letters of credit) is 8%. At least 4% of the total
capital is required to be "Tier I", consisting of common stockholders' equity
and certain preferred stock, less certain goodwill items and other intangible
assets. The remainder, "Tier II Capital", may consist of (a) the allowance for
loan losses of up to 1.25% of risk-weighted assets, (b) excess of qualifying
preferred stock, (c) hybrid capital instruments, (d) debt, (e) mandatory
convertible securities, and (f) qualifying subordinated debt. Total capital is
the sum of Tier I and Tier II capital less reciprocal holdings of other banking
organizations' capital instruments, investments in unconsolidated subsidiaries
and any other deductions as determined by the FRB (determined on a case-by-case
basis or as a matter of policy after formal rule-making).

Bank holding company assets are given risk-weights of 0%, 20%, 50%, and 100%. In
addition, certain off-balance sheet items are given similar credit conversion
factors to convert them to asset equivalent amounts to which an appropriate
risk-weight will apply. These computations result in the total risk-weighted
assets. Most loans are assigned to the 100% risk category, except for performing
first mortgage loans fully secured by residential property which carry a 50%
risk-weighting. Most investment securities (including, primarily, general
obligation claims of states or other political subdivisions of the United
States) are assigned to the 20% category, except for municipal or state revenue
bonds, which have a 50% risk-weight, and direct obligations of the U.S. Treasury
or obligations backed by the full faith and credit of the U.S. Government, which
have a 0% risk-weight. In converting off-balance sheet items, direct credit
substitutes including general guarantees and standby letters of credit backing
financial obligations, are given a 10% risk-weighting. Transaction related to
contingencies such as bid bonds, standby letters of credit backing non-financial
obligations, and undrawn commitments (including commercial credit lines with an
initial maturity of more than one year) have a 50% risk-weighting. Short term
commercial letters of credit have a 20% risk-weighting and certain short-term
unconditionally cancelable commitments have a 0% risk-weighting.

In addition to the risk-based capital guidelines, the FRB has adopted a minimum
Tier I capital (leverage) ratio, under which a bank holding company must
maintain a minimum level of Tier I capital to average total consolidated assets
of at least 3% in the case of a bank holding company that has the highest
regulatory examination rating and is not contemplating a significant growth or
expansion. All other bank holding companies are expected to maintain a leverage
ratio of at 100 to 200 basis points above the stated minimum.


                                       8
<PAGE>


Bank Regulation

As a New Jersey chartered commercial bank, the Bank is subject to the
regulation, supervision, and control of the New Jersey Department of Banking and
Insurance (the "Department"). As an FDIC-insured institution, the Bank is
subject to regulation, supervision, and control of the FDIC, an agency of the
federal government. The regulations of the FDIC and the Department impact
virtually all activities of the Bank, including the minimum level of capital the
Bank must maintain, the ability of the Bank to pay dividends, and the ability of
the Bank to expand through new branches or acquisitions and various other
matters.

Insurance of Deposits

The Bank's deposits are insured up to a maximum of $100,000 per depositor under
the Bank Insurance Fund (the BIF). The Federal Deposit Insurance Corporation
Improvements Act of 1991 ("FDICIA") affected a major restructuring of the
federal regulatory framework applicable to depository institutions and deposit
insurance. FDICIA requires the FDIC to establish a risk-based assessment system
for all insured depository institutions. Under this legislation, the FDIC has
established an insurance premium assessment matrix that sets the assessment
premium for a particular institution in accordance with its capital level and
overall rating by the primary regulator. Under the matrix as currently in
effect, the assessment ranges from 0 to 31 basis points of assessed deposits,
with those institutions at the low end of the assessment schedule paying only a
statutory mandated $2,000 premium.

Dividend Rights

Under the Banking Act, a bank may declare and pay dividends only if, after
payment of the dividend, the capital stock of the Company will be unimpaired and
either the bank will have a surplus of not less than 50% of its capital stock or
the payment of the dividend will not reduce the bank's surplus.



                                       9
<PAGE>


ITEM 2.     DESCRIPTION OF PROPERTY

The Company conducts its business through its main office located at 457 Sylvan
Avenue, Englewood Cliffs, New Jersey, and its six branch offices. The following
table sets forth certain information regarding the Company's properties as of
December 31, 2000.

                                    Leased                    Date of Lease
Location                            or Owned                   Expiration
--------                            --------                   ----------
457 Sylvan Avenue                   Owned                     N/A
Englewood Cliffs, NJ

1605 Lemoine Avenue                 Leased                    November, 2002
Fort Lee, NJ

115 River Road                      Leased                    April, 2006
Edgewater, NJ

899 Palisade Avenue                 Leased                    September, 2001
Fort Lee, NJ

77 River Street                     Leased                    December, 2012
Hackensack, NJ

20 West Railroad Avenue             Leased                    April, 2005
Tenafly, NJ

4 Park Street                       Leased                    August, 2004
Harrington Park, NJ


ITEM 3.     LEGAL PROCEEDINGS

The Company and the Bank are periodically parties to or otherwise involved in
legal proceedings arising in the normal course of business, such as claims to
enforce liens, claims involving the making and servicing of real property loans,
and other issues incident to the Bank's business. Management does not believe
that there is any pending or threatened proceedings against the Company or the
Bank which, if determined adversely, would have a material effect on the
business, financial position or results of operations of the Company or the
Bank.

                                     PART II

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted for a vote of the Registrant's shareholders during the
Fourth Quarter of fiscal 2000.


                                       10
<PAGE>

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Commencing on December 20, 1996, the Company's Common Stock began trading on the
American Stock Exchange under the symbol "BVB". As of December 31, 2000, there
were 1,102 stockholders of record of the Common Stock.

The following table sets forth the quarterly high and low bid prices of the
Common Stock as reported on the American Stock Exchange for the periods
presented. The stock prices and cash dividends are adjusted to reflect stock
dividends and stock splits through the 2001 stock dividend.

                                      Bid
                                  ------------
                                                      Cash
                                  High      Low     Dividend
                                  ----      ---     --------
Year Ended December 31, 2000
Fourth Quarter                  $ 14.55   $ 11.82   $ 0.05
Third quarter                     17.96     12.50     0.05
Second quarter                    15.11     11.48     0.05
First quarter                     18.40     13.96     0.04

Year Ended December 31, 1999
Fourth quarter                  $ 18.03   $ 12.77    $0.04
Third quarter                     17.32     14.02     0.04
Second quarter                    21.75     13.46     0.04
First quarter                     24.33     15.26     0.04
================================================================================

The Company and its predecessor, the Bank, began paying quarterly dividends
during January, 1996. Although the amount of the dividends to be paid by the
Company will be determined by its Board of Directors while giving consideration
to the Company's earnings, capital needs, financial condition, and other
relevant factors, the Board of Directors of the Company currently intends to
adhere to the dividend policy previously established by the Bank.


                                       11
<PAGE>


ITEM 6.     SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER DATA

               Selected Consolidated Financial Data and Other Data
                      (in thousands, except per share data)

Set forth below is selected historical financial data of the Company. This
information is derived in part from and should be read in conjunction with the
consolidated financial statements and notes thereto presented in the Annual
Report to Stockholders.

<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                          -----------------------------------------------
                                            2000      1999      1998      1997      1996
                                          -------   -------   -------   -------   -------
<S>                                       <C>       <C>       <C>       <C>       <C>
Selected Operating Data:
Total interest income                     $15,232   $12,558   $10,883   $ 9,942   $ 7,870
Total interest expense                      4,290     3,182     3,006     3,123     2,324
                                          -------   -------   -------   -------   -------
Net interest income                        10,942     9,376     7,877     6,819     5,546
Provision for loan losses                     190       195       140       160       193
                                          -------   -------   -------   -------   -------
Net interest income after provision for
     loan loss                             10,752     9,181     7,737     6,659     5,353
Other income                                1,501     1,409     1,301     1,102       793
Other expenses                              5,950     5,662     4,848     4,361     3,615
                                          -------   -------   -------   -------   -------
Income before income taxes                  6,303     4,928     4,190     3,400     2,531
Income tax expense                          2,201     1,792     1,587     1,337       987
Net income                                $ 4,102   $ 3,136   $ 2,603   $ 2,063   $ 1,544
                                          =======   =======   =======   =======   =======

Basic Earnings per Share(1)               $  1.28   $  0.98   $  0.81   $  0.69   $  0.55
Diluted Earnings per Share(1)             $  1.24   $  0.95   $  0.79   $  0.65   $  0.55
</TABLE>

(1) All shares data has been restated to reflect stock dividends and stock split
    through the 2001 stock dividend.

<TABLE>
<CAPTION>
                                                            At December 31,
                                           ----------------------------------------------------
Selected Financial Data:                       2000       1999       1998       1997       1996
                                           --------   --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>        <C>
Total Assets                               $234,927   $203,272   $170,768   $144,620   $139,060
Net Loans                                   131,385    116,961     96,955     82,186     75,752
Total Deposits                              208,365    183,205    152,700    128,745    126,333
Stockholders' Equity                         23,263     19,329     17,237     15,157     12,218

<CAPTION>

                                                  At or for the year ended December 31,
                                           ----------------------------------------------------
Selected Financial Ratios:                     2000       1999       1998       1997       1996
                                           --------   --------   --------   --------   --------
<S>                                            <C>        <C>        <C>        <C>        <C>
Return on Average Assets (ROA)                 1.92%      1.66%      1.67%      1.47%      1.42%
Return on Average Equity (ROE)                19.47%     17.07%     16.05%     15.25%     13.35%
Equity to Total Assets at Year-End             9.90%      9.51%     10.09%     10.48%      8.79%
Dividend Payout Ratio                         14.84%     17.53%     20.13%     22.69%     24.09%
</TABLE>


                                       12
<PAGE>




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATION

The following discussion and analysis of financial condition and results of
operations should be read in conjunction with the Company's consolidated
financial statements and the notes thereto included herein. When necessary,
reclassifications have been made to prior years' data throughout the following
discussion and analysis for purposes of comparability.

In addition to historical information, this discussion and analysis contains
forward-looking statements. The forward-looking statements contained herein are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected in the forward-looking statements.
Important factors that might cause such a difference include, but are not
limited to, those discussed in this section. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect management's
analysis only as of the date of the report. The Company undertakes no obligation
to publicly revise or update these forward-looking statements to reflect events
and circumstances that arise after such date.

                              OVERVIEW AND STRATEGY

The Company was formed in 1996 to act as a holding company for the Bank, which
began full service operation as a commercial bank on March 15, 1990. The Company
accepts deposits from the general public, including individuals, businesses,
non-profit organizations and governmental units located primarily within its
trade area. The Company makes commercial loans, consumer loans, residential and
commercial real estate loans, and issues both mastercard and visa credit cards.
In addition, the Company provides other customer services and makes investments
in securities, as permitted by law. The Company has sought to offer an
alternative, community-oriented style of banking in an area presently dominated
by larger, statewide and national institutions. The Company has sought to be a
positive force in its area by assisting in the development of the residential
sector; by serving the needs of small and medium-sized businesses and the local
professional community, and by meeting the requirements of individuals residing,
working, and shopping in the eastern Bergen County, New Jersey market area by
extending consumer, commercial, and real estate loans and by offering depository
services. The Company believes that the following attributes have made the
Company attractive to local business people and residents:

o        Competitively priced services;

o        Strategically located branch offices;

o        Full service business hours of 7:00 am to 7:00 pm weekdays and 9:00 am
         to 1:00 pm Saturdays;

o        Local conditions and needs are taken into account when deciding loan
         applications and making other business decisions affecting members of
         the community;

o        Responsiveness to requests for information and services by depositors
         and others; and

o        Positive involvement in the community affairs of eastern Bergen County.

                                       13
<PAGE>

Since opening in 1990, the Bank has established six branches in addition to its
main office. The Company expects to continue to seek additional strategically
located de novo branch locations within Bergen County. Particular emphasis will
continue to be placed on presenting an alternative banking culture in
communities which are dominated by non-local competitors and where no community
banking approach exists or in locations which the Company perceives to be
economically emerging.

RESULTS OF OPERATIONS  -  2000 versus 1999

The Company's results of operations depend primarily on its net interest income,
which is the difference between the interest earned on its interest-earning
assets and the interest paid on funds borrowed to support those assets,
primarily deposits. Net interest margin is the difference between the weighted
average rate received on interest-earning assets and the weighted average rate
paid on interest-bearing liabilities, as well as the average level of
interest-earning assets as compared with that of interest-bearing liabilities.
Net income is also affected by the amount of non-interest income and other
operating expenses.

NET INCOME

For the year ended December 31, 2000, net income increased by $966,000 or 30.8%
to $4,102,000 from $3,136,000 for the year ended December 31, 1999. The increase
in net income for 2000 compared to 1999 is a result of a 16.7% increase in net
interest income to $10,942,000 from $9,376,000 in the prior year coupled with a
6.5%, or $92,000, increase in fee income to $1,501,000 from $1,409,000 for 1999.
The increase in net interest income is primarily the result of a 21.3% increase
in interest income, reaching $15,232,000 in 2000 from $12,558,000 in 1999.

Other expenses increased by $288,000 or 5.1%, to $5,950,000 for the year ended
December 31, 2000 from $5,662,000 for the year ended December 31, 1999. This
increases reflects the costs associated with the addition of two new branches
within the local Bergen County community as well as the Company's continued
growth, which also affected staff additions, occupancy expenses, salary and
employee benefits, and data processing.


                                       14
<PAGE>

On a per share basis, basic earnings per share for the year ended December 31,
2000 were $1.28 as compared to $0.98 for the year ended December 31, 1999,
representing an increase of 30.6%. Diluted earnings per share were $1.24 for
2000 as compared to $0.95 for 1999. All share data has been restated to reflect
all stock dividends and stock splits through the 2001 stock dividend.

Analysis of Net Interest Income

Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income depends
upon the volume of interest-earning assets and interest bearing liabilities and
the interest rate paid on them. For the year ended December 31, 2000, net
interest income increased by $1,566,000, or 16.7%, to $10,942,000 from
$9,376,000 for the year ended December 31, 1999. This growth is the result of a
12.3% increase in net loans and a 22.6% increase in average investment
securities combined with a 34.8% increase in interest expense.

Average Balance Sheets

The following table sets forth certain information relating to the Company's
average assets and liabilities for the years ended December 31, 2000, 1999, and
1998, and reflects the average yield on assets and average cost of liabilities
for the period indicated. Such yields are derived by dividing income or expense,
on a tax-equivalent basis, by the average balance of assets or liabilities,
respectively, for the periods shown. Securities available for sale are reflected
in the following table at amortized cost. Non-accrual loans are included in the
average loan balance. Amounts have been computed on a fully tax-equivalent
basis, assuming a blended tax rate of 37%.

                                       15
<PAGE>


<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                                            (dollars in thousands)
                                                                 2000                                        1999
                                              -----------------------------------------   -----------------------------------------
                                                 Average                       Average      Average                       Average
                                                 Balance       Interest      Yield/Cost     Balance       Interest      Yield/Cost
                                              -----------    -----------    -----------   -----------    -----------    -----------
<S>                                           <C>            <C>                   <C>    <C>            <C>                  <C>
ASSETS:
Interest-Earning Assets:
Loans (net of unearned income)                $   125,214    $    11,048           8.82%  $   105,486    $     9,009          8.54%
Tax-Exempt Securities                              10,375            620           5.98        10,766            662          6.15
Taxable Investment Securities                      52,225          3,209           6.15        39,923          2,298          5.76
Federal Funds Sold                                  7,394            490           6.63        16,346            803          4.91
FHLB Account                                          513             38           7.41           440             16          3.64
FHLB Stock                                            512             38           7.42           503             35          6.96
                                              -----------    -----------                  -----------    -----------

Total Interest-earning Assets                     196,233         15,443           7.87%      173,464         12,823          7.39%
                                              -----------    -----------                  -----------    -----------

Non-interest earning Assets                        18,294                                      16,674
Allowance for Loan Losses                          (1,368)                                     (1,094)
                                              -----------                                 -----------
TOTAL ASSETS                                  $   213,159                                 $   189,044
                                              ===========                                 ===========


LIABILITIES AND STOCKHOLDERS'
EQUITY

Interest-Bearing Liabilities:
Demand Deposits                               $    31,673    $       551           1.74%  $    31,399    $       194          0.62%
Savings Deposits                                   22,144            310           1.40        20,613            310          1.50
Money Market Deposits                              14,133            265           1.88        15,509            265          1.71
Time Deposits                                      59,897          3,136           5.24        52,384          2,413          4.61
Short Term Borrowings                                 206             28           6.59             0              0          0.00
                                              -----------    -----------                  -----------    -----------
Total Interest-Bearing Liabilities                128,053          4,290           3.35%      119,905          3,182          2.65%
                                              -----------    -----------                  -----------    -----------
Non-Interest Bearing Liabilities:
Demand Deposits                                    62,863                                      49,953
Other Liabilities                                   1,178                                         812
                                              -----------                                 -----------
Total Non-Interest Bearing Liabilities             64,041                                      50,765
Stockholders' Equity                               21,065                                      18,374
                                              -----------                                 -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                          $   213,159                                 $   189,044
                                              ===========                                 ===========

Net Interest Income
(Tax Equivalent Basis)                                       $    11,153                                 $     9,641
Tax Equivalent Basis adjustment                                     (211)                                        265
                                                             -----------                                 -----------
Net Interest Income                                          $    10,942                                 $     9,376
                                                             ===========                                 ===========

Net Interest Rate Spread                                                           4.52%                                      4.74%
                                                                                   ====                                       ====
                                                                                   5.68%                                      5.56%
                                                                                   ====                                       ====
Net Interest Margin
Ratio of Interest-Earning Assets
to Interest-Bearing Liabilities                      1.53                                        1.45
                                                     ====                                        ====

<CAPTION>

                                                                 1998
                                              ----------------------------------------
                                                Average                       Average
                                                Balance        Interest      Yield/Cost
                                              -----------    -----------   -----------
<S>                                           <C>            <C>                  <C>
ASSETS:
Interest-Earning Assets:
Loans (net of unearned income)                $    87,178    $     7,856          9.01%
Tax-Exempt Securities                               9,438            558          5.91
Taxable Investment Securities                      29,539          1,726          5.84
Federal Funds Sold                                 16,606            878          5.29
FHLB Account                                          508             21          4.13
FHLB Stock                                            476             34          7.14
                                              -----------    -----------

Total Interest-earning Assets                     143,745         11,073          7.70%
                                              -----------    -----------

Non-interest earning Assets                        12,208
Allowance for Loan Losses                            (991)
                                              -----------
TOTAL ASSETS                                  $   154,962
                                              ===========


LIABILITIES AND STOCKHOLDERS'
EQUITY

Interest-Bearing Liabilities:
Demand Deposits                               $    26,289    $       249          0.95%
Savings Deposits                                   17,216            340          1.97
Money Market Deposits                              12,406            260          2.10
Time Deposits                                      43,942          2,157          4.91
Short Term Borrowings                                   0              0          0.00
                                              -----------    -----------
Total Interest-Bearing Liabilities                 99,853          3,006          3.01%
                                              -----------    -----------
Non-Interest Bearing Liabilities:
Demand Deposits                                    38,151
Other Liabilities                                     736
                                              -----------
Total Non-Interest Bearing                         38,887
Liabilities
Stockholders' Equity                               16,222
                                              -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                          $   154,962
                                              ===========

Net Interest Income
(Tax Equivalent Basis)                                       $     8,067
Tax Equivalent Basis adjustment                                      190
                                                             -----------
Net Interest Income                                          $     7,877
                                                             ===========

Net Interest Rate Spread                                                          4.69%
                                                                                  ====
                                                                                  5.61%
                                                                                  ====
Net Interest Margin
Ratio of Interest-Earning Assets
to Interest-Bearing Liabilities                      1.44
                                                     ====
</TABLE>


                                       16
<PAGE>

Rate/Volume Analysis

The following table presents, by category, the major factors that contributed to
the changes in net interest income on a tax equivalent basis for each of the
years ended December 31, 2000 and 1999.

<TABLE>
<CAPTION>
                                      Year Ended                            Year Ended
                                      December 31,                         December 31,
                                      2000 versus                          1999 versus
                                         1999                                  1998
                         -----------------------------------    -----------------------------------
                                                      (in thousands)
                                Increase (Decrease)                     Increase (Decrease)
                                 due to change in                        due to change in
                                      Average                                 Average

                           Volume       Rate          Net        Volume         Rate        Net
                           ------       ----          ---        ------         ----        ---

<S>                      <C>          <C>          <C>          <C>          <C>          <C>
Interest Income:
Loans (net of unearned
income)                  $   1,685    $     354    $   2,039    $   1,564    $    (411)   $   1,153
Tax Exempt Securities          (24)         (18)         (42)          82           22          104
Taxable Investment
Securities                     708          203          911          598          (26)         572
Federal Funds Sold            (439)         126         (313)         (13)         (62)         (75)
Federal Home Loan Bank
Account                          3           19           22           (2)          (3)          (5)
Federal Home Loan
Bank Stock                       1            2            3            2           (1)           1
                         ---------    ---------    ---------    ---------    ---------    ---------


Total Interest Income        1,934          475        2,620        2,231         (481)       1,750
                         ---------    ---------    ---------    ---------    ---------    ---------


Interest Expense:
Demand Deposits                  2          355          357           32          (87)         (55)
Savings Deposits                23          (23)           0           51          (81)         (30)
Money Market Deposits          (24)          24            0           53          (48)           5
Time Deposits                  346          377          723          389         (133)         256
Short Term Borrowings           28            0           28            0            0            0
                         ---------    ---------    ---------    ---------    ---------    ---------

Total Interest Expense         375          733        1,108          525         (349)         176
                         ---------    ---------    ---------    ---------    ---------    ---------

Net change in Interest

Income                   $   1,559    $    (132)   $   1,512    $   1,706    $    (132)   $   1,574
                         =========    =========    =========    =========    =========    =========
</TABLE>


                                       17
<PAGE>

PROVISION FOR LOAN LOSSES

For the year ended December 31, 2000, the Company's provision for loan losses
was $190,000, a decrease of $5,000 from the provision of $195,000 for the year
ended December 31, 1999. The reduction of the provision reflects management's
view of the economy of its service area and management's view of the risks
inherent in the Company's loan portfolio.

OTHER INCOME

Other income, which was primarily attributable to service fees received from
deposit accounts, for the year ended December 31, 2000, was $1,501,000, an
increase of $92,000 or 6.5% above the $1,409,000 received during the year ended
December 31, 1999. The increase in service fees is attributable to the higher
level of average deposits.

OTHER EXPENSES

Other expenses for the year ended December 31, 2000 amounted to $5,950,000, an
increase of $288,000 or 5.1% over the $5,662,000 for the year ended December 31,
1999. This increases reflects the costs associated with the addition of two new
branches within the local Bergen County community as well as the Company's
continued growth, which also affected staff additions, occupancy expenses,
salary and employee benefits, and data processing.

INCOME TAX EXPENSE

The income tax provision, which includes both federal and state taxes, for the
years ended December 31, 2000 and 1999 was $2,201,000 and $1,792,000,
respectively. The increase in income taxes is a direct result of the increase in
income before taxes in 2000.

RESULTS OF OPERATIONS  -  1999 versus 1998

NET INCOME

For the year ended December 31, 1999, net income increased by $533,000 or 20.5%
to $3,136,000 from $2,603,000 for the year ended December 31, 1998. The increase
in net income for 1999 compared to 1998 is a result of a 19.0% increase in net
interest income to $9,376,000 from $7,877,000 in the prior year and an 8.3%
increase in fee income of $108,000 to $1,409,000 from $1,301,000 for 1998. The
increase in net interest income is the result of a 20.6% increase in total net
loans to $116,961,000 at December 31, 1999, from $96,955,000 at December 31,
1998 combined with a 94.8% increase in total investment securities from
$35,453,000 in 1998 to $69,053,000 in 1999, while interest expense increased
only 5.9% during the same period to $3,182,000 from $3,006,000. The annual
increase in investment securities is driven by an increase in deposits and
represents employment of deposits not used to fund loan growth.

Other expenses increased by $814,000 or 16.8%, to $5,662,000 for the year ended
December 31, 1999 from $4,848,000 for the year ended December 31, 1998. These
increases reflect the Company's continued growth which also affected staff
additions, occupancy expenses, salary and employee benefits, data processing, as
well as other administrative expenses attributable to the Company's new branch
office which opened in the fourth quarter of 1998.


                                       18
<PAGE>


On a per share basis, basic earnings per share for the year ended December 31,
1999 were $0.98 as compared to $0.81 for the year ended December 31, 1998,
representing an increase of 21.0%. Diluted earnings per share were $0.95 for
1999 as compared to $0.79 for 1998. All share data has been restated to reflect
all stock dividends and stock splits through the 2001 stock dividend.

                               FINANCIAL CONDITION

At December 31, 2000, the Company's total assets were $234,927,000 compared to
$203,272,000 at December 31, 1999. Total loans increased to $133,255,000 at
December 31, 2000 from $118,545,000 at December 31, 1999. Total deposits at year
end 2000 were $208,365,000 compared to $183,205,000 at December 31, 1999.

LOAN PORTFOLIO

At December 31, 2000, the Company's total loans were $133,255,000, an increase
of $14,710,000 or 12.4% over total loans of $118,545,000 at December 31, 1999.
The increase in the loan portfolio continues to be attributable to the effect of
customer referrals, selective marketing, and growth within the local Bergen
County community. Management believes that the Company will remain successful in
loan acquisition within this market due to the fact that, through mergers and
acquisitions, the Company's trade area is now primarily served by large
institutions, frequently headquartered out of state. Management believes that it
is not cost-efficient for these larger institutions to provide the level of
personal service to small business borrowers.

The Company's loan portfolio consists of commercial loans, real estate loans,
and consumer loans. Commercial loans are made for the purpose of providing
working capital, financing the purchase of equipment or inventory, as well as
for other business purposes. Real estate loans consist of loans secured by
commercial or residential real property and loans for the construction of
commercial or residential property. Consumer loans are made for the purpose of
financing the purchase of consumer goods, home improvements, and other personal
needs, and are generally secured by the personal property being purchased.

The Company's loans are primarily to businesses and individuals located in
eastern Bergen County, New Jersey. The Company has not made loans to borrowers
outside of the United States. Commercial lending activities are focused
primarily on lending to small business borrowers. The Company believes that its
strategy of customer service, competitive rate structures, and selective
marketing have enabled the Company to gain market entry to local loans. Bank
mergers and lending restrictions at larger banks competing with the Company have
also contributed to the Company's efforts to attract borrowers.


                                       19
<PAGE>

The following table sets forth the classification of the Company's loans by
major category as of December 31, 2000, 1999, 1998, 1997, and 1996,
respectively:

<TABLE>
<CAPTION>
                                                        December 31,
                                     ----------------------------------------------------
                                       2000       1999       1998       1997       1996
                                     --------   --------   --------   --------   --------
                                                       (in thousands)
<S>                                  <C>        <C>        <C>        <C>        <C>
Commercial and Industrial            $ 26,087   $ 17,610   $ 18,906   $ 15,568   $ 12,555
Real Estate:
        Non-residential properties     55,699     51,553     33,487     25,929     23,000
        Residential properties         46,039     42,084     37,703     36,988     37,706
        Construction                    4,902      6,901      5,443      2,783      1,752
Consumer                                  528        397      2,694      2,056      1,705
                                     --------   --------   --------   --------   --------

Total Loans                          $133,255   $118,545   $ 98,233   $ 83,324   $ 76,718
                                     ========   ========   ========   ========   ========
</TABLE>


The following table sets forth fixed and adjustable rate loans as of December
31, 2000 in terms of interest rate sensitivity (in thousands):


                                        Within
                                          One      1 to 5     After 5
                                         Year      Years       Years      Total
                                        -------    -------    -------    -------
Loans with Fixed Rate                   $ 3,304    $46,715    $14,567    $64,586
Loans with Adjustable Rate               49,629     11,606      7,434     68,669


ASSET QUALITY

The Company's principal assets are its loans. Inherent in the lending function
is the risk of the borrower's inability to repay a loan under its existing
terms. Risk elements include non-accrual loans, past due and restructured loans,
potential problem loans, loan concentrations, and other real estate owned.

Non-performing assets include loans that are not accruing interest (non-accrual
loans) as a result of principal or interest being in default for a period of 90
days or more. When a loan is classified as non-accrual, interest accruals
discontinue and all past due interest, including interest applicable to prior
years, is reversed and charged against current income. Until the loan becomes
current, any payments received from the borrower are applied to outstanding
principal until such time as management determines that the financial condition
of the borrower and other factors merit recognition of such payments of
interest.

The Company attempts to minimize overall credit risk through loan
diversification and its loan approval procedures. Due diligence begins at the
time a borrower and the Company begin to discuss the origination of a loan.
Documentation, including a borrower's credit history, materials establishing the
value and liquidity of potential collateral, the purpose of the loan, the source
and timing of the repayment of the loan, and other factors are analyzed before a
loan is submitted for approval. Loans made are also subject to periodic audit
and review.


                                       20
<PAGE>

The following table sets forth information concerning the Company's
non-performing assets as of the dates indicated:

<TABLE>
<CAPTION>
                                                                  December 31,
                                            -------------------------------------------------------------
                                              2000         1999         1998         1997         1996
                                                                   (in thousands)
<S>                                         <C>          <C>          <C>          <C>          <C>
Non-performing loans                        $      25    $      25    $       0    $     439    $       0
Other real estate owned                             0            0          163            0          139
                                            ---------    ---------    ---------    ---------    ---------
        Total non-performing assets         $      25    $      25    $     163    $     439    $     139

Non-performing assets to total gross
     loans and other real estate owned           0.02%        0.02%        0.17%        0.53%        0.18%
Non-performing assets to total assets            0.01%        0.01%        0.10%        0.30%        0.10%

Non-performing loans to total gross loans        0.02%        0.02%        0.00%        0.53%        0.00%
Allowance for possible loan losses as a
     Percentage of non-performing loans      5,892.00%    5,240.00%         N/A       229.84%         N/A
</TABLE>


As of December 31, 2000 and 1999, the Company had one non-accrual loan which
represented a line of credit.

Other than as disclosed above, there were no loans where information about
possible credit problems of borrowers causes management to have serious doubts
as to the ultimate collectibility of such loans.

As of December 31, 2000 and 1999, there were no concentrations of loans
exceeding 25% of the Company's total loans and the Company had no foreign loans.
The Company's loans are primarily to businesses and individuals located in
eastern Bergen County, New Jersey.

                                       21
<PAGE>

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is a reserve established through charges to
earnings in the form of a provision for loan losses. The Company maintains an
allowance for loan losses at a sufficient level to provide for losses inherent
in the loan portfolio. Loan losses are charged directly to the allowance when
they occur and any recovery is credited to the allowance. Risks within the loan
portfolio are analyzed on a continuous basis by the Company's officers, by
external independent loan review function, and by the Company's audit committee.
A risk system, consisting of multiple grading categories, is utilized as an
analytical tool to assess risk and appropriate reserves. In addition to the risk
system, management further evaluates risk characteristics of the loan portfolio
under current and anticipated economic conditions and considers such factors as
the financial condition of the borrower, past and expected loss experience, and
other factors which management feels deserve recognition in establishing an
appropriate reserve. These estimates are reviewed at least quarterly, and, as
adjustments become necessary, they are realized in the periods in which they
become known. Additions to the allowance are made by provisions charged to the
expense and the allowance is reduced by net-chargeoffs (i.e. loans judged to be
uncollectible are charged against the reserve, less any recoveries on the
loans.) Although management attempts to maintain the allowance at an adequate
level, future additions to the allowance may be required based upon changes in
market conditions. Additionally, various regulatory agencies periodically review
the allowance for loan losses. These agencies may require additional provisions
based upon their judgment about information available to them at the time of
their examination.

The Company's allowance for loan losses totaled $1,473,000 and $1,310,000 at
December 31, 2000 and 1999, respectively. This increase in the allowance is due
to the continued growth of the loan portfolio. The following is a summary of the
reconciliation of the allowance for loan losses for the periods indicated:

<TABLE>
<CAPTION>
                                                               At December 31,
                                            -------------------------------------------------------
                                             2000        1999        1998        1997        1996
                                            -------     -------     -------     -------     -------
                                                                (in thousands)
<S>                                         <C>         <C>         <C>         <C>         <C>
Balance, beginning of year                  $ 1,310     $ 1,127     $ 1,009     $   861     $   692
Charge-offs

     Commercial and Industrial                  (25)       --          --          --            (5)
     Real Estate                               --          --          --            (9)        (24)
     Consumer                                    (4)        (13)        (22)        (21)         (7)
                                            -------     -------     -------     -------     -------
          Total Charge-offs                     (29)        (13)        (22)        (30)        (36)
Recoveries
     Commercial and Industrial                    2        --          --          --            12
     Real Estate                               --          --          --          --          --
     Consumer                                  --             1        --            18        --
                                            -------     -------     -------     -------     -------
          Total Recoveries                        2           1        --            18          12
Provision charged to expense                    190         195         140         160         193
                                            -------     -------     -------     -------     -------
Balance, end of year                        $ 1,473     $ 1,310     $ 1,127     $ 1,009     $   861

Ratio of net charge-offs to average loans
     Outstanding                               0.02%       0.01%       0.03%       0.02%       0.04%
Balance of allowance at end of year as a
     Percentage of loans at end of year        1.11%       1.11%       1.15%       1.21%       1.12%
</TABLE>


                                       22
<PAGE>


The following table sets forth, for each of the Company's major lending areas,
the amount and percentage of the Company's allowance for loan losses
attributable to such category, and the percentage of total loans represented by
such category, as of the periods indicated:

             Allocation of the Allowance for Loan Losses by Category
                        For the years ended December 31,
                             (dollars in thousands)

<TABLE>
<CAPTION>

                                2000                            1999                           1998
                                                % of                            % of                             % of
                                                Total                           Total                            Total
                          Amount  % of ALL      Loans     Amount   % of ALL     Loans    Amount    % of ALL      Loans
                          ------  --------      -----     ------   --------     -----    ------    --------      -----
<S>                      <C>         <C>        <C>      <C>         <C>        <C>      <C>         <C>        <C>
Balance applicable to:
Commercial               $   506     34.36%     19.58%   $   466     35.57%     14.86%   $   342     30.35%     19.25%
Real Estate:
 Non-residential             416     28.24%     41.80%       350     26.72%     43.48%       306     27.15%     34.09%
property
 Residential property        279     18.94%     34.55%       233     17.79%     35.50%       224     19.88%     38.38%
 Construction                 50      3.39%      3.68%        68      5.19%      5.82%        54      4.79%      5.54%
Consumer                      36      2.44%      0.39%        26      1.98%      0.34%        22      1.95%      2.74%


                         -----------------               -----------------               -----------------
Sub-total                $ 1,287     87.37%    100.00%   $ 1,143     87.25%    100.00%   $   948     84.12%    100.00%
                         -----------------               -----------------               -----------------
Unallocated Reserves         186     12.63%                  167     12.75%                  179     15.88%
                         -------                         -------                         -------

TOTAL                    $ 1,473    100.00%    100.00%   $ 1,310    100.00%    100.00%   $ 1,127    100.00%    100.00%
                         =======   =======    =======    =======   =======    =======    =======   =======    =======

<CAPTION>

                                1997                            1996
                                                % of                          % of
                                                Total                           Total
                          Amount   % of ALL     Loans    Amount    % of ALL     Loans
<S>                      <C>         <C>        <C>      <C>         <C>        <C>
Balance applicable to:
Commercial               $   262     25.97%     31.49%   $   235     27.29%     25.43%
Real Estate:
 Non-residential             258     25.57%     25.65%       238     27.64%     31.04%
property
 Residential property        234     23.19%     37.37%       234     27.18%     39.02%
 Construction                 28      2.78%      3.34%        18      2.09%      2.28%
Consumer                      22      2.18%      2.15%        21      2.44%      2.23%

                         -----------------               -----------------
Sub-total                $   804     79.69%    100.00%   $   746     86.64%    100.00%
                         -----------------               -----------------

Unallocated Reserves         205     20.31%                  115    13.36%
                         -------                         -------

TOTAL                    $ 1,009    100.00%    100.00%   $   861    100.00%    100.00%
                         =======   =======    =======    =======   =======    =======
</TABLE>

                                       23
<PAGE>


INVESTMENT SECURITIES

The Company maintains an investment portfolio to fund increased loan demand or
deposit withdrawals and other liquidity needs and to provide an additional
source of interest income. The portfolio is composed of U.S. Treasury
Securities, obligations of U.S. Government Agencies, selected municipal and
state obligations, stock in the Federal Home Loan Bank, and equity securities of
another financial institution.

Securities are classified as "held-to-maturity" (HTM), "available for sale"
(AFS), or "trading" at time of purchase. Securities classified as HTM are based
upon management's intent and the Company's ability to hold them to maturity.
Such securities are stated at cost, adjusted for unamortized purchase premiums
and discounts. Securities which are bought and held principally for the purpose
of selling them in the near term are classified as trading securities, which are
carried at market value. Realized gains and losses as well as gains and losses
from marking the portfolio to market value are included in trading revenue. The
Company has no trading securities. Securities not classified as HTM or trading
securities are classified as AFS and are stated at fair value. Unrealized gains
and losses on AFS securities are excluded from results of operations, and are
reported as a component of accumulated other comprehensive (loss)income which is
included in stockholders' equity, net of taxes. Securities classified as AFS
include securities that may be sold in response to changes in interest rates,
changes in prepayment risks, the need to increase regulatory capital, or other
similar requirements.

Management determines the appropriate classification of securities at the time
of purchase. At December 31, 2000, $34,741,000 of the Company's investment
securities were classified as held to maturity and $20,928,000 were classified
as available for sale. At December 31, 2000, the Company held no securities
which it classified as trading securities.

At December 31, 2000, total investment securities were $55,669,000, a decrease
of $13,384,000, from total investment securities of $69,053,000 at December 31,
1999. This decrease in investment securities from year end 1999 to year end 2000
reflects the maturity of investment securities which continue to be used to fund
loan growth.


                                       24
<PAGE>


The following table sets forth the carrying value of the Company's security
portfolio as of the dates indicated.

<TABLE>
<CAPTION>
                                                            At December 31,
                                     ----------------------------------------------------------------
                                                             (in thousands)
                                                  2000             1999                 1998
                                     --------------------  --------------------  --------------------
                                     Amortized    Market   Amortized     Market  Amortized    Market
                                        Cost      Value       Cost       Value      Cost      Value
                                     ---------   --------  ---------   --------  ---------   --------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>
Available for sale
U.S. Government and agency
   Obligations                        $ 20,076   $ 20,076   $ 22,035   $ 21,367   $  6,006   $  6,034
FHLBNY stock                               512        512        512        512        476        476
Other equity securities                    469        340        469        328        469        469
                                      --------   --------   --------   --------   --------   --------
   Total available for sale           $ 21,057   $ 20,928   $ 23,016   $ 22,207   $  6,951   $  6,979

Held to Maturity
U.S. Government and agency
   Obligations                        $ 24,586   $ 24,636   $ 34,596   $ 34,323   $ 16,278   $ 16,402
Municipal and state obligations         10,155     10,160     12,250     12,254     12,196     12,212
                                      --------   --------   --------   --------   --------   --------
   Total held to maturity             $ 34,741   $ 34,796   $ 46,846   $ 46,577   $ 28,474   $ 28,614

        Total Investment Securities   $ 55,798   $ 55,724   $ 69,862   $ 68,784   $ 35,425   $ 35,593
                                      ========   ========   ========   ========   ========   ========
</TABLE>


The following table sets forth as of December 31, 2000 and December 31, 1999,
the maturity distribution of the Company's debt investment portfolio:

<TABLE>
<CAPTION>
                      Maturity of Debt Investment Securities
                                 December 31, 2000
                                  (in thousands)
                                    Securities                    Securities
                                 Held to Maturity             Available for Sale
                          ------------------------------ -------------------------------
                                                Weighted                        Weighted
                          Amortized   Market    Average  Amortized   Market     Average
                            Cost      Value      Yield     Cost      Value       Yield
                          ---------  -------    -------- ---------  -------     --------
<S>                        <C>       <C>          <C>     <C>       <C>          <C>
Within 1 year              $24,440   $24,453      6.13%   $   999   $   998      5.25%

1 to 5 years                10,301    10,343      6.16%    18,078    18,057      6.34%

Over 5 years                  --        --        --          999     1,021      8.02%
                           -------   -------              -------   -------
                           $34,741   $34,796              $20,076   $20,076
                           =======   =======              =======   =======
</TABLE>


                                       25
<PAGE>

<TABLE>
<CAPTION>
                              December 31, 1999
                                (in thousands)
                                  Securities                    Securities
                                Held to Maturity             Available for Sale
                         ------------------------------  -----------------------------
                                               Weighted                       Weighted
                         Amortized    Market    Average  Amortized  Market     Average
                            Cost      Value      Yield     Cost     Value      Yield
                         ---------   -------   --------  ---------  ------    -------
<S>                        <C>       <C>          <C>     <C>       <C>          <C>
Within 1 year              $25,981   $25,971      5.58%   $ 2,963   $ 2,960      5.73%

1 to 5 years                20,865    20,606      5.93%    19,072    18,407      6.21%

                           -------   -------              -------   -------
                           $46,846   $46,577              $22,035   $21,367
                           =======   =======              =======   =======
</TABLE>


The Company sold no securities from its portfolio during 2000 or 1999.

DEPOSITS

Deposits are the Company's primary source of funds. The Company experienced a
growth in average deposit balances of $20,852,000 or 12.3% to $190,710,000 at
December 31, 2000 as compared to $169,858,000 at December 31, 1999. This growth
continues to be accomplished as a result of continued market penetration
combined with continued customer referrals during 2000. Among the increase in
deposits, average non-interest bearing deposits had the most significant effect
by growing $12,910,000 or 25.8% from 1999 to 2000. Average time deposits also
experienced a significant increase by growing $7,513,000, or 14.3%, from
$52,384,000 in 1999 to $59,897,000 in 2000. The aggregate amount of average
non-interest bearing deposits totaled 33.0% of the Company's total average
deposits at December 31, 2000 as compared to 29.4% at December 31, 1999. The
Company has no foreign deposits, nor are there any material concentrations of
deposits.

The following table sets forth the average amount of various types of deposits
for each of the periods indicated:

                                  December 31,
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                    2000                     1999                1998
                              -------------------    -------------------  --------------------
                                         Average               Average               Average
                              Amount   Yield/Rate    Amount   Yield/Rate  Amount    Yield/Rate
                              ------   ----------    ------   ----------  ------    ----------
<S>                           <C>          <C>     <C>           <C>     <C>           <C>
Non-interest Bearing Demand  $ 62,863       --     $ 49,953       --     $ 38,151       --
Interest Bearing Demand        45,806      1.78%     46,908      0.98%     38,695      1.32%
Savings                        22,144      1.40%     20,613      1.50%     17,216      1.97%
Time Deposits                  59,897      5.24%     52,384      4.61%     43,942      4.91%
                             --------              --------              --------
                             $190,710              $169,858              $138,004
                             ========              ========              ========
</TABLE>


                                       26
<PAGE>

The Company does not actively solicit short-term deposits of $100,000 or more
because of the liquidity risks posed by such deposits. The following table
summarizes the maturity distribution of certificates of deposit of denominations
of $100,000 or more as of December 31, 2000 (in thousands).

         Three months or less                                  $    22,109
         Over three months through twelve months                    10,576
         Over one year through three years                             585
         Over three years                                                0
                                                               -----------

         Total                                                 $    33,270
                                                               ===========


LIQUIDITY

The Company's liquidity is a measure of its ability to fund loans, withdrawals
or maturities of deposits, and other cash outflows in a cost-effective manner.
The Company's principal sources of funds are deposits, scheduled amortization
and prepayments of loan principal, maturities of investment securities, and
funds provided by operations. While scheduled loan payments and maturing
investments are relatively predictable sources of funds, deposit flow and loan
prepayments are greatly influenced by general interest rates, economic
conditions, and competition.

The Company's total deposits equaled $208,365,000 at December 31, 2000 as
compared to $183,205,000 at December 31, 1999. The increase in funds provided by
deposit inflows during this period has been more than sufficient to provide the
Company's loan demand.

Through the Company's investment portfolio, the Bank has generally sought to
obtain a safe, yet slightly higher yield than would have been available to the
Company as a net seller of overnight federal funds while still maintaining
liquidity. Through its investment portfolio, the Company also attempts to manage
its maturity gap by seeking maturities of investments which coincide as closely
as possible with maturities of deposits. The Bank's investment portfolio also
includes securities held for sale to provide liquidity for anticipated loan
demand and liquidity needs.

Although the Bank has been traditionally been a net "seller" of federal funds,
the Bank does have lines of credit with the Federal Home Loan Bank of New York,
Summit Bank, and Bank of New York for "purchase" of federal funds in the event
that temporary liquidity needs arise. The Bank also has the ability to borrow
from the Federal Home Loan Bank of New York should that need arise.

Management believes that the Company's current sources of funds provide adequate
liquidity for the current cash flow needs of the Company.

                                       27
<PAGE>


INTEREST RATE SENSITIVITY ANALYSIS

The principal objective of the Company's asset and liability management function
is to evaluate the interest-rate risk included in certain balance sheet
accounts; determine the level of risk appropriate given the Company's business
focus, operating environment, capital and liquidity requirements; establish
prudent asset concentration guidelines; and manage the risk consistent with
Board approved guidelines. The Company seeks to reduce the vulnerability of its
operations to changes in interest rates and to manage the ratio of interest-rate
sensitive assets to interest-rate sensitive liabilities within specified
maturities or repricing dates. The Company's actions in this regard are taken
under the guidance of the Asset/Liability Committee (ALCO) of the Board of
Directors. The ALCO generally reviews the Company's liquidity, cash flow needs,
maturities of investments, deposits and borrowings, and current market
conditions and interest rates.

One of the monitoring tools used by the ALCO is an analysis of the extent to
which assets and liabilities are interest rate sensitive and measures the
Company's interest rate sensitivity "gap". An asset or liability is said to be
interest rate sensitive within a specific time period if it will mature or
reprice within that time period. A gap is considered positive when the amount of
interest rate sensitive assets exceeds the amount of interest rate sensitive
liabilities. A gap is considered negative when the amount of interest rate
sensitive liabilities exceeds the amount of interest rate sensitive assets.
Accordingly, during a period of rising rates, a negative gap may result in the
yield on the institution's assets increasing at a slower rate than the increase
in its cost of interest-bearing liabilities resulting in a decrease in net
interest income. Conversely, during a period of falling interest rates, an
institution with a negative gap would experience a repricing of its assets at a
slower rate than its interest-bearing liabilities which, consequently, may
result in its net interest income growing.

The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at the periods indicated which are
anticipated by the Company, based upon certain assumptions, to reprice or mature
in each of the future time periods presented. Except as noted, the amount of
assets and liabilities which reprice or mature during a particular period were
determined in accordance with the earlier of the term to repricing or the
contractual terms of the asset or liability. Because the Bank has no interest
bearing liabilities with a maturity greater than five years, management believes
that a static gap for the over five year time period reflects a more accurate
assessment of interest rate risk. The Company's loan repayment assumptions are
based upon actual historical repayment rates. At December 31, 2000, the Company
is within the target gap range as established by the Asset/Liability Committee
of the Board of Directors.


                                       28
<PAGE>


                     Cumulative Rate Sensitive Balance Sheet
                                December 31, 2000
                                 (in thousands)
<TABLE>
<CAPTION>
                                 0 - 3          0 - 6          0 - 1           0 - 5         5 +           All
                                 Months         Months          Year           Years        Years         Others       TOTAL
                               ----------     ----------     ----------     ----------    ----------    ----------   ----------
<S>                            <C>            <C>            <C>            <C>           <C>           <C>          <C>
Investment Securities          $    5,242     $   10,720     $   26,290     $   54,648    $    1,021    $        0   $   55,669

Loans:
     Commercial                     6,267         13,139         19,391         45,009        45,487             0       90,496
     Mortgages                          0            752          2,174         18,258         4,062             0       22,320
     Consumer                       3,101          4,197          8,820         19,744           695             0       20,439

Federal Funds Sold                 20,500         20,500         20,500         20,500             0             0       20,500
Other Assets                            0              0              0              0             0        25,503       25,503
                               ----------     ----------     ----------     ----------    ----------    ----------   ----------

TOTAL ASSETS                   $   35,110     $   49,308     $   77,175     $  158,159    $  209,424    $  234,927   $  234,927
                               ==========     ==========     ==========     ==========    ==========    ==========   ==========

Transaction /
Demand Accounts                $   33,896     $   33,896     $   33,896     $   33,896    $        0    $        0   $   33,896
Money Market                       11,864         11,864         11,864         11,864             0             0       11,864
Savings                            21,709         21,709         21,709         21,709             0             0       21,709
Time < $100,000                    14,011         21,392         26,372         27,828             0             0       27,828
Time > $100,000                    22,109         28,489         32,685         33,270             0             0       33,270
Short term borrowings                   0              0          2,000          2,000             0             0        2,000
Other Liabilities                       0              0              0              0             0        81,097       81,097
Equity                                  0              0              0              0             0        23,263       23,263
                               ----------     ----------     ----------     ----------    ----------    ----------   ----------

TOTAL LIABILITIES AND EQUITY   $  103,589     $  117,350     $  128,526     $  130,567    $  130,567    $  234,927   $  234,927
                               ==========     ==========     ==========     ==========    ==========    ==========   ==========

Dollar Gap                        (68,479)       (68,042)       (51,351)        27,592        78,857
Gap / Total Assets                 -29.15%        -28.96%       -21.86%         11.75%        33.57%
Target Gap Range                  +/-35.0%      +/- 30.0%     +/- 25.0%       +/-25.0%          --
RSA / RSL                           33.89%         42.02%        60.05%        121.13%       160.40%
(Rate Sensitive Assets to
 Rate Sensitive Liabilities)
</TABLE>

                                       29
<PAGE>


MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's market risk arises primarily from interest rate risk inherent in
its lending and deposit taking activities. Thus, management actively monitors
and manages its interest rate risk exposure.

The Company's profitability is affected by fluctuations in interest rates. A
sudden and substantial increase in interest rates may adversely impact the
Company's earnings to the extent that the interest rates borne by assets and
liabilities do not change at the same speed, to the same extent, or on the same
basis. The Company monitors the impact of changing interest rates on its net
interest income using several tools. One measure of the Company's exposure to
differential changes in interest rates between assets and liabilities is shown
in the Company's Cumulative Rate Sensitive Balance Sheet under the Interest Rate
Sensitivity Analysis caption.

The Company's primary objective in managing interest rate risk is to minimize
the adverse impact of changes in interest rates on the Company's net interest
income and capital, while structuring the Company's asset-liability structure to
obtain the maximum yield-cost spread on that structure. The Company relies
primarily on its asset-liability structure to control interest rate risk.

The Company continually evaluates interest rate risk management opportunities.
Management believes that hedging instruments currently available are not
cost-effective, and therefore, has focused its efforts on increasing the
Company's yield-cost spread through retail growth opportunities.

The following table discloses the Company's financial instruments that are
sensitive to change in interest rates, categorized by expected maturity, and the
instruments' fair values at December 31, 2000. Market risk sensitive instruments
are generally defined as on- and off- balance sheet financial instruments.


                                       30
<PAGE>


                      Expected Maturity/Principal Repayment
                                December 31, 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                  Avg. Int.                                                          There-               Fair
                    Rate      2001       2002        2003      2004       2005       After      Total     Value
                    ----      ----       ----        ----      ----       ----       -----      -----     -----
<S>                 <C>       <C>        <C>         <C>       <C>        <C>        <C>       <C>        <C>
Interest Rate
Sensitive
Assets:
Loans ..........    8.82%     47,366     12,472      8,589     16,248     26,579     22,001    133,255    136,229
Tax Exempt
Securities .....    3.94%     10,155       --         --         --         --         --       10,155     10,155
Investment
Securities .....    6.15%     16,133      9,201      5,996     13,163       --        1,021     45,514     45,569
Fed Funds
Sold ...........    6.63%     20,500       --         --         --         --         --       20,500     20,500

Interest Rate
Sensitive
Liabilities:

Demand
Deposits .......    1.74%     33,896       --         --         --         --         --       33,896     33,896
Savings
Deposits .......    1.40%     21,709       --         --         --         --         --       21,709     21,709
Money Market
Deposits .......    1.88%     11,864       --         --         --         --         --       11,864     11,864
Time
Deposits .......    5.24%     59,057      1,041        813        187       --         --       61,098     61,187
Short Term
Borrowings .....    6.59%      2,000       --         --         --         --         --        2,000      2,000
</TABLE>


CAPITAL

A significant measure of the strength of a financial institution is its capital
base. The Company's federal regulators have classified and defined Company
capital into the following components: (1) Tier I Capital, which includes
tangible shareholders' equity for common stock and qualifying preferred stock,
and (2) Tier II Capital, which includes a portion of the allowance for possible
loan losses, certain qualifying long-term debt, and preferred stock which does
not qualify for Tier I Capital. Minimum capital levels are regulated by
risk-based capital adequacy guidelines which require certain capital as a
percent of the Company's assets and certain off-balance sheet items adjusted for
predefined credit risk factors (risk-adjusted assets).

A Bank Holding Company is required to maintain, at a minimum, Tier I Capital as
a percentage of risk-adjusted assets of 4.0% and combined Tier I and Tier II
Capital as a percentage risk-adjusted assets of 8.0%.

In addition to the risk-based guidelines, the Company's regulators require that
an institution which meets the regulator's highest performance and operation
standards maintain a minimum leverage ratio (Tier I Capital as a percentage of
tangible assets) of 3.0%. For those institutions with higher levels of risk or
that are experiencing or anticipating significant growth, the minimum leverage
ratio will be evaluated through the ongoing regulatory examination process. The
Company is subject to substantially similar regulations by its federal
regulations.


                                       31
<PAGE>


The following table summarizes the risk-based and leverage capital ratios for
the Company at December 31, 2000, as well as the required minimum regulatory
capital ratios:

                                                      Minimum
                                    December 31,     Regulatory
                                        2000         Requirements
                                    -----------      ------------

Risk-Based Capital:
       Tier I Capital Ratio             16.28%           4.0%
       Total Capital Ratio              17.31%           8.0%
Leverage Ratio                          10.91%           3.0%


IMPACT OF INFLATION AND CHANGING PRICES

The consolidated financial statements of the Company and notes thereto,
presented elsewhere herein, have been prepared in accordance with generally
accepted accounting principles, which require the measurement of financial
position and operating results in terms of historical dollars without
considering the change in the relative purchasing power of money over time and
due to inflation. The impact of inflation is reflected in the increased cost of
the Company's operations. Unlike most industrial companies, nearly all of the
assets and liabilities of the Company are monetary. As a result, interest rates
have a greater impact on the Company's performance than do the effects of
general levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services.

RECENTLY ISSUED ACCOUNTING STANDARDS AND OTHER OPERATIONAL ISSUES

SFAS No. 133

In June, 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This statement, as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,"
establishes accounting and reporting standards for derivative instruments and
for hedging activities. SFAS No. 133 supersedes the disclosure requirements in
SFAS No. 80, 105, and 119. This statement was to be effective for periods after
June 15, 1999. SFAS 137 extended the adoption date of SFAS 133 to fiscal years
beginning after June 15, 2000. The adoption of SFAS No. 133 is not expected to
have a material impact on the financial position or results of operations of the
Company.

FASB Interpretation No. 44

In March 2000, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25." The interpretation
clarifies certain issues with respect to the application of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
Opinion No. 25). The interpretation results in a number of changes in the
application of APB Opinion No. 25, including the accounting for modifications to
equity awards, as well as extending APB Opinion No. 25 accounting treatment to
options granted to outside directors for their services as directors. The
provisions of the interpretation were effective July 1, 2000 and apply
prospectively, except for certain modifications to equity awards made after
December 15, 1998. The adoption of APB Opinion No. 25 did not impact the
Company's financial statements.


                                       32
<PAGE>

SFAS No. 140

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (A Replacement
of FASB Statement 125)." SFAS No. 140 supersedes and replaces the guidance in
SFAS No. 125 and, accordingly, provides guidance on the following topics:
securitization transactions involving financial assets, sales of financial
assets such as receivables, loans, and securities; factoring transactions and
wash sales; servicing assets and liabilities, collateralized borrowing
arrangements, securities lending transactions; repurchase transactions; loan
participations; and extinguishment of liabilities. While most of the provisions
of SFAS No. 140 are effective for transactions entered into after March 31,
2001, companies with fiscal year ends that hold beneficial interests from
previous securitizations will be required to make additional disclosures in
their December 31, 2000 financial statements. The initial adoption of SFAS No.
140 is not expected to have a material impact on the Company's financial
statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See disclosures on market risk in Management's Discussion and Analysis on pages
30 and 31.

ITEM 8. FINANCIAL STATEMENTS

The Consolidated Statements of Financial Condition of the Company as of December
31, 2000 and 1999, and the related Consolidated Statements of Income,
Stockholders' Equity, and Cash Flows for each of the years in the three year
period ended December 31, 2000 are included herein as indicated on the "Index to
Consolidated Financial Statements" on page 36.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None.


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information concerning the directors and executive officers is included in the
definitive Proxy Statement for the Company's 2001 Annual Meeting under the
caption "Proposal 1. Election of Directors" and information concerning
compliance with Section 16(a) of the Exchange Act is included under the caption
"Compliance with Section 16(a) of the Securities Exchange Act of 1934", each of
which is incorporated herein by reference. It is expected that such Proxy
Statement will be filed with the Securities and Exchange Commission no later
than April 30, 2001.


                                       33
<PAGE>


Set forth below is the name of and certain biographical information regarding
the additional principal officer of the Company who does not also serve as a
director. The term of office for such officer is one year.

Thomas W. Thomasma, 48, has been Senior Vice President and Senior Lending
Officer of the Bank since 1994. He previously served in Senior Lending
capacities at Independence Bank and at First Fidelity Bank for more than five
years.

ITEM 11.     EXECUTIVE COMPENSATION

Information concerning executive compensation is included in the definitive
Proxy Statement for the Company's 2001 Annual Meeting under the caption
"Executive Compensation" and is hereby incorporated by reference. It is expected
that such Proxy Statement will be filed with the Securities and Exchange
Commission no later than April 30, 2001.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information concerning security ownership of certain beneficial owners and
management is included in the definitive Proxy Statement for the Company's 2001
Annual Meeting under the caption "Security Ownership of Certain Beneficial
Owners and Management" which is incorporated herein by reference. It is expected
that such Proxy Statement will be filed with the Securities and Exchange
Commission no later than April 30, 2001.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and related transactions is
included in the definitive Proxy Statement for the Company's 2001 Annual Meeting
under the caption "Certain Transactions with Management" which is incorporated
herein by reference. It is expected that such Proxy Statement will be filed with
the Securities and Exchange Commission no later than April 30, 2001.


                                       34
<PAGE>


ITEM 14.     EXHIBITS, LIST AND REPORTS ON FORM 8-K

    (a)  Exhibits.
================================================================================
Exhibit
Number   Description of Exhibits
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3(i)     Certificate of Incorporation of the Company (1)
--------------------------------------------------------------------------------
3(ii)    Bylaws of the Company (1)
--------------------------------------------------------------------------------
4(i)     Form of Non-Transferable Warrant Certificate (1)
--------------------------------------------------------------------------------
4(ii)    Form of Stock Certificate (2)
--------------------------------------------------------------------------------
10(i)    Bridge View Bank 1994 Stock Option Plan (1)
--------------------------------------------------------------------------------
10(ii)   Bridge View Bank 1994 Stock Option Plan for Non-Employee Directors (1)
--------------------------------------------------------------------------------
21       Subsidiaries of the Registrant
--------------------------------------------------------------------------------
23       Consent of Independent Auditors
--------------------------------------------------------------------------------
27       Financial Data Schedule
================================================================================

(1)  Incorporated by reference from Exhibits 2(a) to 6(b) from the Company's
     Registration Statement on Form 10-SB, Registration No. 1-12165.

(2)  Incorporated by reference from Exhibit 4(ii) from the Company's
     Registration Statement on Form SB-2, Registration No. 333-20697.

         (b)     Reports on Form 8-K

                 None


                                       35
<PAGE>


                      BRIDGE VIEW BANCORP AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                           Page
                                                                          ------

         Independent Auditors' Report........................................37

         Consolidated Statements of Financial Condition
                  as of December 31, 2000 and 1999...........................38

         Consolidated Statements of Income for the years
                  ended December 31, 2000, 1999, and 1998....................39

         Consolidated Statements of Stockholders' Equity
                  for the years ended December 31, 2000,
                  1999, and 1998.............................................40

         Consolidated Statements of Cash Flows for the years
                  ended December 31, 2000, 1999, and 1998....................41

         Notes to Consolidated Financial Statements..........................42

Explanatory Note: This Form 10-K contains certain "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 which
involve risks and uncertainties. Such statements are not historical facts and
include expressions about management's confidence, strategies, and expectations
about new and existing programs, products, relationships, opportunities,
technology, and market conditions. These statements may be identified by the use
of such words as "believe," "expect," "anticipate," "should," "may,"
"potential," or similar statements or variations of such terms. Examples of
forward looking statements include, but are not limited to, estimates with
respect to the financial condition, results of operations, and business of
Bridge View Bancorp, that are subject to various factors which could cause
actual results to differ materially from these estimates. These factors include:
changes in general, economic and market conditions, legislative and regulatory
conditions, or the development of an interest rate environment which adversely
affects Bridge View Bancorp's interest rate margin or other income anticipated
from operations and investments. As used in this Form 10-K, "we" and "us" and
"our" refer to Bridge View Bancorp and its consolidated subsidiary Bridge View
Bank, depending on the context.


                                       36
<PAGE>


                          Independent Auditors' Report

The Board of Directors and Stockholders of
Bridge View Bancorp:


We have audited the accompanying consolidated statements of financial condition
of Bridge View Bancorp and subsidiaries as of December 31, 2000 and 1999, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2000.
These consolidated financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bridge View Bancorp
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.


                                                     /s/ KPMG  LLP


Short Hills, New Jersey
February 2, 2001 except as to
Notes 12 and 19, which is
as of March 1, 2001

                                       37

<PAGE>


                      BRIDGE VIEW BANCORP AND SUBSIDIARIES
                 Consolidated Statements of Financial Condition
                           December 31, 2000 and 1999
                             (Dollars in Thousands)


                  Assets                                 2000         1999
                                                         ----         ----
Cash and cash equivalents:
   Cash and due from banks (note 3)                   $  21,061    $  11,270
   Federal funds sold                                    20,500            0
                                                      ---------    ---------
        Total cash and cash equivalents                  41,561       11,270
                                                      ---------    ---------

Securities available for sale (note 4)                   20,928       22,207
Investment securities, estimated market value of
   $34,796 in 2000 and $46,577 in 1999 (note 4)          34,741       46,846
Loans (note 5):
   Commercial                                            90,496       83,638
   Mortgage                                              22,320       18,567
   Consumer and other                                    20,439       16,340
                                                      ---------    ---------

        Total loans                                     133,255      118,545
   Deferred loan fees                                      (397)        (274)
   Allowance for loan losses                             (1,473)      (1,310)
                                                      ---------    ---------

        Net loans                                       131,385      116,961
                                                      ---------    ---------

Premises and equipment, net (note 6)                      3,768        3,853
Accrued interest receivable                               1,797        1,573
Other assets (note 8)                                       747          562
                                                      ---------    ---------
        Total assets                                  $ 234,927    $ 203,272
                                                      =========    =========


Liabilities and Stockholders' Equity
Deposits (note 7):

   Noninterest-bearing demand deposits                   79,798       51,996
   Interest bearing deposits:
        Savings and time deposits                        96,342       96,101
        Certificates of deposit of $100,000 or more      32,225       35,108
                                                      ---------    ---------
        Total deposits                                  208,365      183,205
Accounts payable and accrued liabilities                  1,299          738
Short term borrowings                                     2,000            0
        Total liabilities                               211,664      183,943
                                                      ---------    ---------

Commitments and contingencies (notes 9 and 15)

Stockholders' equity (notes 12 and 14):
   Capital stock , no par value.  Authorized
      10,000,000 shares; issued and outstanding
      3,214,179 shares in 2000 and 3,212,844 shares
      in 1999                                            21,266       19,035
   Retained earnings                                      2,079          779
   Other comprehensive (loss)income, net of taxes           (82)        (485)
                                                      ---------    ---------

        Total stockholders' equity                       23,263       19,329
                                                      ---------    ---------

        Total liabilities and stockholders' equity    $ 234,927    $ 203,272
                                                      =========    =========


          See accompanying notes to consolidated financial statements.


                                       38
<PAGE>


                      BRIDGE VIEW BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Income
                  Years ended December 31, 2000, 1999 and 1998
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                        2000      1999      1998
                                                      -------   -------   -------
<S>                                                   <C>       <C>       <C>
Interest income:
   Loans                                              $11,036   $ 9,009   $ 7,856
   Municipals - nontaxable                                409       397       368
   Investment securities                                3,221     2,349     1,726
   Federal funds sold and FHLBNY income                   566       803       933
                                                      -------   -------   -------
       Total interest income                           15,232    12,558    10,883
                                                      -------   -------   -------
Interest expense:
   Savings and time deposits                            2,574     1,947     1,920
   Certificates of deposit of $100,000 or more          1,688     1,234     1,086
   Short term borrowings                                   28         1         0
                                                      -------   -------   -------
       Total interest expense                           4,290     3,182     3,006
                                                      -------   -------   -------

       Net interest income                             10,942     9,376     7,877

Provision for loan losses (note 5)                        190       195       140
                                                      -------   -------   -------

       Net interest income after provision for loan
       losses                                          10,752     9,181     7,737

Other income - principally fees and service charges     1,501     1,409     1,301
                                                      -------   -------   -------

Other expenses:
   Salaries and employee benefits (note 13)             2,945     2,625     2,196
   Occupancy and equipment expense (note 9)             1,230     1,167     1,143
   Professional fees                                      228       271       197
   Director and stockholder expense (note 13)             244       270       196
   Advertising and business promotion                      18        89        68
   Stationary and supplies                                231       240       168
   Data processing                                        436       365       324
   FDIC expense                                            42        18        16
   Other operating expenses                               576       617       540
                                                      -------   -------   -------
       Total other expenses                             5,950     5,662     4,848
                                                      -------   -------   -------
       Income before income taxes                       6,303     4,928     4,190

Income tax expense (note 8)                             2,201     1,792     1,587
                                                      -------   -------   -------

       Net Income                                     $ 4,102   $ 3,136   $ 2,603
                                                      =======   =======   =======

Earnings per share: (note 11)
   Basic                                              $  1.28   $  0.98   $  0.81
                                                      =======   =======   =======
   Diluted                                            $  1.24   $  0.95   $  0.79
                                                      =======   =======   =======
</TABLE>


All share data has been restated to reflect all stock dividends and stock splits
through the 2001 stock dividend.

          See accompanying notes to consolidated financial statements.


                                       39
<PAGE>


                      BRIDGE VIEW BANCORP AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                  Years ended December 31, 2000, 1999 and 1998
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                           Accumulated
                                                                              Other
                                                                           Comprehensive
                                                       Capital   Retained  (Loss)income,
                                                        Stock    Earnings   net of tax     Total
                                                       -------     ------    ------       ------
<S>                                                    <C>         <C>        <C>         <C>
Balance at December 31, 1997                           $13,347      1,788        22       15,157

Net income                                                --        2,603      --          2,603
Other comprehensive income(loss): Unrealized
   holding losses on securities available for
   sale (net of taxes $(1))                               --         --          (5)          (5)
                                                                                          ------
      Total comprehensive income                          --         --        --          2,598
5% stock dividend                                        3,026     (3,026)     --           --

Common stock issued upon exercise of stock options           6       --        --              6

Cash dividends paid                                       --         (524)     --           (524)
                                                       -------     ------    ------       ------

Balance at December 31, 1998                            16,379        841        17       17,237

Net income                                                --        3,136      --          3,136
Other comprehensive income(loss): Unrealized
   holding losses on securities available for
   sale (net of taxes $(337))                             --         --        (502)        (502)
                                                                                          ------
      Total comprehensive income                          --         --        --          2,634
5% stock dividend                                        2,648     (2,648)     --           --

Common stock issued upon exercise of stock options           8       --        --              8

Cash dividends paid                                       --         (550)     --           (550)
                                                       -------     ------    ------       ------
Balance at December 31, 1999                            19,035        779      (485)      19,329

Net income                                                --        4,102      --          4,102
Other comprehensive income(loss): Unrealized
   holding gains on securities available for
   sale (net of taxes $(227))                             --         --         403          403
                                                                                          ------
      Total comprehensive income                          --         --        --          4,505
5% stock dividend                                        2,226     (2,226)     --           --

Common stock issued upon exercise of stock options           5       --        --              5

Cash dividends paid                                       --         (576)     --           (576)
                                                       -------     ------    ------       ------
Balance at December 31, 2000                           $21,266      2,079       (82)      23,263
                                                       =======     ======    ======       ======
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       40
<PAGE>


                      BRIDGE VIEW BANCORP AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 2000, 1999 and 1998
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                            2000          1999          1998
                                                                          --------      --------      --------
<S>                                                                       <C>           <C>           <C>
Cash flows from operating activities:
   Net income                                                             $  4,102      $  3,136      $  2,603
   Adjustments to reconcile net income to net cash provided by
      Operating activities:
          Provision for loan losses                                            190           195           140
          Depreciation and amortization                                        403           324           208
          Deferred tax expense(benefit)                                        (67)          191           (84)
          Net amortization and accretion of premiums and discounts on
             investment securities                                              18            52           (10)
          Gains from sale of loans held for sale                               (23)          (44)          (49)
          Changes in operation assets and liabilities:
             Increase in accrued interest receivable                          (224)         (421)          (83)
             (Increase)decrease in other assets                               (185)           78          (544)
             Increase(decrease) in accounts payable and accrued                561           (93)          113
             liabilities                                                  --------      --------      --------

                    Net cash provided by operating activities                4,775         3,418         2,294
                                                                          --------      --------      --------

Cash flows from investing activities:
   Purchases of investment securities                                      (17,445)      (39,825)      (19,466)
   Maturities of investment securities                                      29,714        21,245        15,784
   Proceeds from repayments of securities available for sale                  --            --             373
   Maturities of securities available for sale                               3,000         6,000         6,120
   Purchases of securities available for sale                               (1,600)      (22,085)         (469)
   Net increase in loans                                                   (14,424)      (20,006)      (14,769)
   Purchase of FHLBNY stock                                                   --              36          --
   Purchases of premises and equipment                                        (318)       (1,610)         (799)
                                                                          --------      --------      --------
                    Net cash used in investing activities                   (1,073)      (56,245)      (13,226)
                                                                          --------      --------      --------

Cash flows from financing activities:
   Net increase in deposits                                                 25,160        30,505        23,955
   Proceeds from FHLB Advance                                                2,000          --            --
   Issuance of common stock and options and warrants exercised                   5             8             6
   Dividends paid                                                             (576)         (550)         (524)
                                                                          --------      --------      --------
                    Net cash provided by financing activities               26,589        29,963        23,437
                                                                          --------      --------      --------
                    (Decrease)increase in cash and cash equivalents         30,291       (22,864)       12,505

Cash and cash equivalents at beginning of year                              11,270        34,134        21,629
                                                                          --------      --------      --------

Cash and cash equivalents at end of year                                  $ 41,561      $ 11,270      $ 34,134
                                                                          ========      ========      ========

Supplemental information:
   Cash paid during the year for:
      Interest                                                            $  4,291      $  3,060      $  3,011
                                                                          ========      ========      ========
      Income taxes                                                        $  1,968      $  1,781      $  1,516
                                                                          ========      ========      ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       41
<PAGE>


                      BRIDGE VIEW BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999

 (1)   Summary of Significant Accounting Policies

       The accompanying consolidated financial statements include the accounts
       of Bridge View Bancorp (the Company) and its direct and indirect
       wholly-owned subsidiaries, Bridge View Bank, Bridge View Investment
       Company, and Bridge View Delaware, Inc. (the Bank).

       Organization

       The Bank is a commercial bank which provides a full range of banking
       services to individuals and corporate customers in New Jersey. The Bank
       is subject to competition from other financial institutions. The Bank is
       regulated by state and federal agencies and is subject to periodic
       examinations by those regulatory authorities.

       Basis of Financial Statement Presentation

       The consolidated financial statements have been prepared in conformity
       with generally accepted accounting principles. All significant
       intercompany accounts and transactions have been eliminated. In preparing
       the consolidated financial statements, management is required to make
       estimates and assumptions that affect the reported amounts of assets and
       liabilities as of the date of the consolidated statement of financial
       condition and revenues and expenses for the year. Actual results could
       differ significantly from those estimates. Certain prior period amounts
       have been reclassified to conform to the financial statement presentation
       of 2000. The reclassifications have no effect on stockholders' equity or
       net income as previously reported.

       Material estimates that are particularly susceptible to significant
       change in the near term relate to the determination of the allowance for
       loan losses. In connection with the determination of the allowance for
       loan losses, management generally obtains independent appraisals for
       significant properties.

       Securities Available for Sale

       Management determines the appropriate classification of securities at the
       time of purchase. If management has the intent and the Bank has the
       ability at the time of purchase to hold securities until maturity, they
       are classified as investment securities. Securities to be held for
       indefinite periods of time and not intended to be held to maturity are
       classified as securities available for sale. Gains or losses on sales of
       securities available for sale are based upon the specific identification
       method. Securities available for sale are reported at fair value with
       changes in the carrying value included in accumulated other comprehensive
       (loss)income which is a separate component of stockholders' equity.

                                       42
<PAGE>

       Investment Securities

       Investment securities are carried at the principal amount outstanding,
       adjusted for amortization of premiums and accretion of discounts using a
       method that approximates the level-yield method over the terms of the
       securities. Investment securities are carried at the principal amount
       outstanding because the Bank has the ability and the intent to hold these
       securities to maturity.

       Premises and Equipment

       Premises and equipment are stated at historical cost, less accumulated
       depreciation and amortization. Depreciation of fixed assets is
       accumulated on a straight-line basis over the estimated useful lives of
       the related asset. Leasehold improvements are amortized on a
       straight-line basis over the shorter of their estimated useful lives or
       the term of the lease. Maintenance and repairs are charged to expense in
       the year incurred.

       Loans

       Loans are stated at their principal amount outstanding, net of deferred
       loan origination fees and costs. Interest income on loans is accrued and
       credited to interest income when earned. A loan which is 90 days past due
       is reviewed to determine whether such loan should be placed on a
       nonaccrual status. A loan is placed on nonaccrual when collection of
       principal and interest is deemed unlikely. Loans which are well secured
       and in the process of collection are not placed on a nonaccrual status.
       Once a loan is placed on nonaccrual status, interest previously accrued
       and uncollected is charged against current earnings, and interest is
       included in earnings thereafter to the extent received in cash. Loan
       origination fees and certain direct loan origination costs are deferred
       and recognized over the life of the loan as an adjustment to yield using
       a method which approximates the interest method.

       Management, considering current information and events regarding the
       borrowers' ability to repay their obligations, considers a loan to be
       impaired when it is probable that the Company will be unable to collect
       all amounts due according to the contractual terms of the loan agreement.
       When a loan is considered to be impaired, the amount of impairment is
       measured based on the present value of expected future cash flows
       discounted at the loan's effective interest rate or the fair value of the
       collateral. Impairment losses are included in the allowance for loan
       losses through provisions charged to operations.

       Allowance for Loan Losses

       Losses on loans are charged to the allowance for loan losses. Additions
       to this allowance are made by recoveries of loans previously charged off
       and by a provision charged to expense. The determination of the balance
       of the allowance for loan losses is based on an analysis of the loan
       portfolio, economic conditions and other factors warranting recognition.
       Management believes that the allowance for loan losses is maintained at a
       sufficient level to provide for losses inherent in the loan portfolio.
       While management uses available information to recognize losses on loans,
       future additions may be necessary based on changes in economic
       conditions, particularly in New Jersey. In addition, various regulatory
       agencies, as an integral part of their examination process, periodically
       review the Bank's allowance for loan losses. Such agencies may require
       the Bank to recognize additions to the allowance based on their judgments
       about information available to them at the time of their examination.

                                       43
<PAGE>

       Other Real Estate Owned  (OREO)

       OREO is carried at the lower of cost or fair value, less estimated cost
       to sell. When a property is acquired, the excess of the carrying amount
       over fair value, if any, is charged to the allowance for loan losses. An
       allowance for OREO is established, through charges to OREO expense, to
       maintain properties at the lower of cost or fair value less estimated
       cost to sell. At December 31, 2000, the Company did not have any other
       real estate owned.

       Stock-Based Compensation

       Stock based compensation is accounted for under the intrinsic value based
       method. Included in the Notes to Consolidated Financial Statements are
       the pro forma disclosures required by Statement of Financial Accounting
       Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation",
       which assumes the fair value based method of accounting had been adopted.

       Income Taxes

       The Bank uses the asset and liability method of accounting for income
       taxes. Under this method, deferred tax assets and liabilities are
       recognized for the estimated future tax consequences attributable to
       differences between the financial statement carrying amounts of existing
       assets and liabilities and their respective tax bases. Deferred tax
       assets and liabilities are measured using enacted tax rates in effect for
       the year in which those temporary differences are expected to be
       recovered or settled. The effect on deferred tax assets and liabilities
       of a change in tax rates is recognized in income in the period that
       includes the enactment date.

       Earnings Per Share

       Basic Earnings Per Share excludes dilution and represents the effect of
       earnings upon the weighted average number of shares outstanding for the
       period. Diluted Earnings Per Share reflects the effect of earnings upon
       weighted average shares including the potential dilution that could occur
       if securities or contracts to issue common stock were converted or
       exercised, utilizing the treasury stock method. All per share data has
       been restated to reflect changes due to stock dividends.

       Comprehensive Income

       Comprehensive income consists of net income or loss for the current
       period and income, expenses, or gains and losses that bypass the income
       statement and are reported directly as a separate component of equity.
       The Company includes the required disclosures in the consolidated
       statements of stockholders' equity.

       Cash and Cash Equivalents

       Cash and cash equivalents include cash and due from banks and federal
       funds sold, which are generally sold for one-day periods.


                                       44
<PAGE>


(2)    Formation of Bank Holding Company and Exchange of Common Stock

       The Company is a New Jersey corporation organized in May 1996 at the
       direction of the Board of Directors of the Bank for the purpose of
       acquiring all of the capital stock of the Bank. As part of the
       acquisition in December 1996, shareholders of the Bank received shares of
       the Company's common stock, no par value per share (the Common Stock), in
       a ratio of two shares of Common Stock for each outstanding share of the
       Common Stock of the Bank, $5.00 per share par value. The acquisition was
       accounted for in a manner similar to a pooling of interest resulting in
       no changes in the underlying assets and liabilities.

 (3)   Cash on Hand and Due from Banks

       Included in cash on hand and due from banks at December 31, 2000 and 1999
       was $0.1 million and $0.1 million, respectively, representing reserves
       required to be maintained at the Federal Reserve Bank of New York.

 (4)   Securities Available for Sale and Investment Securities

       A comparative summary of securities available for sale at December 31,
       2000 and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                               Gross       Gross
                                                 Amortized  Unrealized   Unrealized      Market
           2000                                     Cost       Gains       Losses        Value
           ----                                     ----       -----       ------        -----
<S>                                                <C>              <C>       <C>       <C>
           U.S. Government and
               Agency obligations                  $20,076          25         (25)     $20,076
           FHLBNY stock                                512           0           0          512
           Other equity securities                     469           0        (129)         340
                                                   -------     -------     -------      -------
                Total available for sale           $21,057          25        (154)     $20,928
                                                   =======     =======     =======      =======
           1999
           ----
           U.S. Government and
               agency obligations                  $22,035           0        (668)     $21,367
           FHLBNY stock                                512           0           0          512
           Other equity securities                     469           0        (141)         328
                                                   -------     -------     -------      -------
                Total available for sale           $23,016           0        (809)     $22,207
                                                   =======     =======     =======      =======
</TABLE>


                                       45
<PAGE>


       A comparative summary of held to maturity investment securities at
December 31, 2000 and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                             Gross          Gross
                                              Amortized   Unrealized      Unrealized       Market
            2000                                 Cost        Gains          Losses          Value
            ----                              ---------   ----------      ----------       -------
<S>                                             <C>              <C>           <C>         <C>
            U.S. Government and
                Agency obligations              $24,586          77            (27)        $24,636
            Municipal obligations                10,155           5              0          10,160
                                                -------     -------        -------         -------
                 Total held to maturity         $34,741          82            (27)        $34,796
                                                =======     =======        =======         =======
            1999
            U.S. Government and
                Agency obligations              $34,596           0           (273)        $34,323
            Municipal obligations                12,250           4              0          12,254
                                                -------     -------        -------         -------
                 Total held to maturity         $46,846           4           (273)        $46,577
                                                =======     =======        =======         =======
</TABLE>


         Debt investment securities held at December 31, 2000 mature as follows
(in thousands):


                                    Securities              Securities
                                 Held to Maturity       Available for Sale
                                -------------------    --------------------
                                Amortized    Market    Amortized     Market
                                   cost       Value       cost        Value

           Within one year       $24,440     $24,453     $   999     $   998
           One to five years      10,301      10,343      18,078      18,057
           Over five years          --          --           999       1,021

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

                                 $34,741     $34,796     $20,076     $20,076
                                 =======     =======     =======     =======

       For the years ended December 31, 2000, 1999, and 1998, respectively,
       there were no sales of securities.

       Securities with an amortized cost of $2.0 million were pledged to secure
       public funds on deposit at December 31, 2000 and 1999.

       The Bank is a member of the Federal Home Loan Bank of New York (FHLBNY).
       As a result, the Bank is required to hold shares of capital stock of
       FHLBNY, which are carried at cost, based upon a specified formula. The
       Bank has a $15,000,000 line of credit with the FHLBNY which is renewable
       each year. The interest rate is variable and generally at 25 basis points
       above the federal funds rate. At December 31, 2000, no amount was
       outstanding under this line of credit.


                                       46
<PAGE>


(5) Loans and Allowance for Loan Losses

       The activity in the allowance for loan losses is as follows (in
       thousands):

<TABLE>
<CAPTION>
                                                            2000           1999          1998
                                                            ----           ----          ----
<S>                                                      <C>            <C>           <C>
                      Balance at beginning of year       $ 1,310        $ 1,127       $ 1,009
                      Provision charged to expense           190            195           140
                      Loans charged off                      (29)           (13)          (22)
                      Recoveries                               2              1             0
                                                          ------         ------        ------
                      Balance at end of year              $1,473         $1,310        $1,127
                                                          ======         ======        ======
</TABLE>

       There were no impaired loans at December 31, 2000 and 1999 and as such
       there were no commitments to fund additional amounts to these borrowers.
       As of December 31, 2000 and 1999, the Company had one non-accrual loan of
       $25,000 compared to none at December 31, 1998.

       The Company grants commercial, mortgage and installment loans to those
       New Jersey residents and businesses within its local trading area. Its
       borrowers' abilities to repay their obligations are dependent upon
       various factors, including the borrowers' income and net worth, cash
       flows generated by the underlying collateral, value of the underlying
       collateral and priority of the Company's lien on the property. Such
       factors are dependent upon various economic conditions and individual
       circumstances beyond the Company's control; the Company is therefore
       subject to risk of loss. The Company believes its lending policies and
       procedures adequately minimize the potential exposure to such risks and
       that adequate provisions for loan losses are provided for all known and
       inherent risks.

 (6)   Premises and Equipment, net

       At December 31, premises and equipment consists of the following (in
       thousands):

                                                  2000                 1999
                                                  ----                 ----

       Land                                    $ 1,400              $ 1,400
       Building                                  1,697                1,677
       Furniture and equipment                   1,648                1,474
       Leasehold improvements                      916                  792
                                               -------              -------
                                                 5,661                5,343

       Less accumulated depreciation and
       amortization                              1,893                1,490
                                               -------              -------
       Total premises and equipment, net       $ 3,768              $ 3,853
                                               =======              =======


                                       47
<PAGE>


 (7)   Deposits

       At December 31, a summary of the maturity of certificates of deposit is
       as follows(in thousands):

<TABLE>
<CAPTION>
                                                                      2000            1999
                                                                   -------         -------
<S>                                                                <C>             <C>
          Certificates of deposit maturing:
              One year or less                                     $59,057         $62,554
              One to three years                                     1,867           2,432
              Over three years                                         174             221
                                                                   -------         -------
                   Total certificates of deposit                   $61,098         $65,207
                                                                   =======         =======
</TABLE>

 (8)   Income Taxes

       Income tax expense from operations for the years ended December 31 is as
       follows (in thousands):

<TABLE>
<CAPTION>
                                                                     2000         1999         1998
                                                                     ----         ----         ----
          <S>                                                       <C>          <C>          <C>
                         Federal:
                              Current                               $ 2,052      $ 1,310      $ 1,367
                              Deferred                                  (57)         164          (72)
                                                                    -------      -------      -------

                                                                      1,995        1,474        1,295
                                                                    -------      -------      -------
                         State:
                              Current                                   216          291          304
                              Deferred                                  (10)          27          (12)
                                                                    -------      -------      -------

                                                                        206          318          292
                                                                    -------      -------      -------

                                                                    $ 2,201      $ 1,792      $ 1,587
                                                                    =======      =======      =======

          Total income tax expense for the years ended December
          31 is allocated as follows (in thousands):
                                                                       2000         1999         1998
                                                                    -------      -------      -------

          Income tax expense from operations                        $ 2,201      $ 1,792      $ 1,587
          Stockholders' equity  - unrealized loss(gain) on
             securities available for sale                              227         (337)          (1)
                                                                    -------      -------      -------

                                                                    $ 2,428      $ 1,455      $ 1,586
                                                                    =======      =======      =======
</TABLE>


                                       48
<PAGE>


       Income tax expense from operations differed from the amounts computed by
       applying the U.S. federal income tax rate (34% in 2000, 1999 and 1998) to
       income taxes as a result of the following (in thousands):

<TABLE>
<CAPTION>
                                                                           2000           1999          1998
                                                                           ----           ----          ----
<S>                                                                     <C>            <C>           <C>
       Computed "expected" tax expense                                  $ 2,143        $ 1,676       $ 1,425
       Increase(decrease) in taxes resulting from:
          State taxes, net of federal income tax benefit                    136            245           193
          Tax-exempt income                                                (139)          (135)         (114)
          Other                                                              61              6            83
                                                                        -------        -------       -------

                                                                        $ 2,201        $ 1,792       $ 1,587
                                                                        =======        =======       =======
</TABLE>


       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and deferred tax liabilities as of
       December 31, 2000 and 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                2000       1999
                                                                              --------    --------
       <S>                                                                    <C>               <C>
              Deferred tax assets:
                  Bank premises, furniture and equipment,
                     principally due to differences in depreciation           $     84          84
                  Loans, principally due to allowance for loan
                     losses and deferred fee income                                527         462
                  Unrealized loss on securities available
                     for sale                                                      227         337
                  Other                                                            163           0
                                                                              --------    --------

                                Total gross deferred tax assets                  1,001         883
                                                                              --------    --------

              Deferred tax liabilities:
                  Deferred fee income                                               25          33
                  Investment securities, principally due to
                     accretion of discounts                                         14           7
                                                                              --------    --------

                                Total gross deferred tax liabilities                39          40
                                                                              --------    --------

                                Net deferred tax asset                        $    962    $    843
                                                                              ========    ========
       </TABLE>

       At December 31, 2000, management believes that no valuation allowance for
       the deferred tax asset is necessary due to sufficient taxes paid in the
       statutory carryback period.


                                       49
<PAGE>


 (9)   Leases

       The Company leases banking facilities under operating leases which expire
       at various dates through 2012, containing certain renewal options. Rental
       expense amounted to $521,000, $542,000 and $672,000 for the years ended
       December 31, 2000, 1999, and 1998, respectively. During 1999, the Bank
       exercised its option to purchase the main office's land in Englewood
       Cliffs from a partnership which includes one of the directors of the
       Company. The purchase price represented the fair value of the land.

       The following is a schedule of future minimum lease payments (exclusive
       of payments for maintenance, insurance, taxes and additional rental
       payments based on increases in certain indexes) for operating leases with
       initial or remaining terms in excess of one year from December 31, 2000
       (in thousands):

               Year ending December 31:

                 2001                $   497
                 2002                    422
                 2003                    291
                 2004                    204
                 2005                    167
                 Thereafter              958
                                     =======


(10)   Related-party Transactions

       Certain directors of the Bank are associated with professional firms that
       rendered various professional services for the Bank. The Bank paid the
       firms, excluding rental payments, approximately $133,000, $111,000 and
       $113,000 during the years ended December 31, 2000, 1999 and 1998,
       respectively. It is the Bank's policy not to originate loans to
       directors, executive officers or their affiliates.


                                       50
<PAGE>


(11)   Earnings Per Share Reconciliation

       The Company's calculation of earnings per share is as follows:

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                      2000         1999         1998
                                                      ----         ----         ----
                                                  (in thousands, except per share data)
<S>                                                 <C>          <C>          <C>
       Basic earnings per share:

            Net Income                              $  4,102     $  3,136     $  2,603
                                                    ========     ========     ========

       Average number of shares outstanding            3,213        3,213        3,211
                                                    ========     ========     ========

       Basic earnings per share                     $   1.28     $   0.98     $   0.81
                                                    ========     ========     ========


       Diluted earnings per share:

            Net Income                              $  4,102     $  3,136     $  2,603
                                                    ========     ========     ========

       Average number of shares of common
       stock and equivalents outstanding:
            Average common shares outstanding          3,213        3,213        3,211

            Additional shares considered in
            diluted computation assuming:
               Exercise of options and warrants           87           93           97
                                                    --------     --------     --------

       Average number of shares outstanding
       on a diluted basis                              3,300        3,306        3,308
                                                    ========     ========     ========

       Diluted earnings per share                   $   1.24     $   0.95     $   0.79
                                                    ========     ========     ========
</TABLE>


                                       51
<PAGE>


(12)   Stockholders' Equity and Dividend Restrictions

       The Bank declared a two for one stock split effective December 1, 1997
       and December 6, 1996 as well as a 10% stock dividend effective March 1,
       2001 and 5% stock dividends effective March 30, 2000, April 1, 1999,
       April 3, 1998, April 1, 1997, April 1, 1996, April 1, 1995, and February
       28, 1994.

       The Company's ability to pay cash dividends is based on its ability to
       receive cash from its bank subsidiary. New Jersey law provides that no
       dividend may be paid unless, after the payment of such dividend, the
       capital of the Bank will not be impaired and either the Bank will have
       statutory surplus of not less than 50% of its capital stock or the
       payment of such dividend will not reduce the statutory surplus of the
       Bank. At December 31, 2000, this restriction did not result in any
       effective limitations on the manner in which the Bank is currently
       operating.

(13)   Benefit Plans

       During 1994, the Company's stockholders approved the 1994 Stock Option
       Plan for Non Employee Directors (Directors' Plan) and the 1994 Employee
       Stock Option Plan (Employees' Plan). The Directors' Plan provided for
       options to purchase up to 139,535 shares of the Company's common stock to
       be issued to directors who are not employees of the Company. The
       Employees' Plan provided for options to purchase up to 139,535 shares of
       the Company's common stock to be issued to employees of the Company.
       Previously issued options to an employee of the Company were terminated
       upon adoption of these plans. The option price per share approximates the
       market value of the Company's stock on the date of grant. At December 31,
       2000, 139,535 granted options to purchase shares remain outstanding under
       the Directors' Plan and 87,030 granted options are outstanding under the
       Employees' Plan.

       During 1998, the Company's stockholders approved the adoption of an
       additional stock option plan for non-employee directors of the Company
       (the 1998 Stock Option Plan). The 1998 Stock Option Plan authorized the
       granting of 181,912 options to purchase shares of the Company's common
       stock to individuals who were then directors of Bridge View Bancorp.
       During 1998, 169,785 options were granted to non-employee directors. At
       December 31, 1999, 12,127 of these options remain available for future
       distribution.

                                       52
<PAGE>


(13)   Benefit Plans, continued

       A summary of the stock option plans for the years ended December 31,
       2000, 1999, and 1998 is as follows:

                                      Number
                                        Of                  Option Price
                                      Shares                  Per Share
                                      ------                  ---------

Outstanding at December 31, 1997      198,900                3.48 - 4.30

Granted                               197,254                   22.06
Exercised                              (1,327)                  4.97
                                      -------

Outstanding at December 31, 1998      394,827               3.48 - 22.06

Granted                                  --                     --
Forfeited                               1,675               4.30 - 22.06
Exercised                              (1,567)                  4.30
                                      -------

Outstanding at December 31, 1999      394,935               3.48 - 22.06

Granted                                 2,750                  13.41
Forfeited                                --                     --
Exercised                              (1,214)                  4.30

Outstanding at December 31, 2000      396,471               3.48 - 22.06
                                      -------


       At December 31, 2000, 1999, and 1998, the number of options exercisable
       was 396,471, 394,935, and 394,827, respectively, and the weighted-average
       price of those options was $12.93, $12.90, and $12.83, respectively.

       At December 31, 2000 and 1999, there were 26,136 and 28,886 additional
       shares available for grant under the Plans. During 2000, 2,750 options
       were granted. No options were granted during 1999, while a total of
       197,254 options were granted in 1998. The per share weighted-average fair
       values of stock options granted during 2000 and 1998 were $7.17 and
       $7.12, respectively, on the date of grant using the Black Scholes
       option-pricing model with the following weighted-average assumptions for
       2000 and 1998, respectively: expected dividend yields of 3.00% and
       5.80%, risk-free interest rates of 5.0% and 5.4%, and expected lives of
       five years.

                                       53
<PAGE>


(13)   Benefit Plans, continued

       The Corporation applies APB Opinion No. 25 in accounting for its Plans
       and, accordingly, no compensation cost has been recognized for its stock
       options in the consolidated financial statements. Had the Company
       determined compensation cost based on the fair value at the grant date
       for its stock options under SFAS No. 123, the Corporation's net income
       and earnings per share would have been reduced to the pro forma amounts
       indicated below (in thousands, except per share data):

                                    2000              1999              1998
                                    ----              ----              ----
Net income:
     As reported                  $ 4,102           $ 3,136           $ 2,603
     Pro forma                      3,857             2,891             2,358
                                    =====             =====             =====

Basic earnings per share:
     As reported                  $  1.28           $  0.98           $  0.81
     Pro forma                       1.20              0.90              0.74
                                     ====              ====              ====

Diluted earnings per share:
     As reported                  $  1.24           $  0.95           $  0.79
     Pro forma                       1.18              0.88              0.71
                                     ====              ====              ====


       The Company currently offers a 401(k) profit sharing plan (the Plan)
       covering all full-time employees, wherein employees can invest up to 15%
       of their pretax earnings. The Company matches a percentage of employee
       contributions at the Board's discretion. The Company made matching
       contributions of $38,000, $26,000, and $28,000 in the years ended
       December 31, 2000, 1999, and 1998, respectively.

       During 1998, the Company provided its directors with a Director
       Retirement Plan. The Plan provides for a retirement benefit payable over
       a 5 year period or a death benefit to be provided to the director's
       beneficiaries. During 2000, 1999, and 1998, the amount charged to expense
       related to the Retirement Plan was $118,000, $140,000, and $50,000,
       respectively.


                                       54
<PAGE>


(14)   Regulatory Capital Requirements

       Federal Deposit Insurance Corporation (FDIC) regulations require banks to
       maintain minimum levels of regulatory capital. Under the regulations in
       effect at December 31, 2000, the Bank was required to maintain (i) a
       minimum leverage ratio of Tier I capital to total adjusted assets of
       4.0%, and (ii) minimum ratios of Tier I and total capital to
       risk-weighted assets of 4.0% and 8.0%, respectively.

       Under its prompt corrective actions regulations, the FDIC is required to
       take certain supervisory actions (and may take additional discretionary
       actions) with respect to an undercapitalized institution. Such actions
       could have a direct material effect on the institution's financial
       statements. The regulations establish a framework for the classification
       of savings institutions into five categories: well capitalized,
       adequately capitalized, undercapitalized, significantly undercapitalized,
       and critically undercapitalized. Generally, an institution is considered
       well capitalized if it has a leverage (Tier I) capital ratio of at least
       5.0%; a Tier I risk-based capital ratio of at least 6.0%; and a total
       risk-based capital ratio of at least 10.0%.

       The foregoing capital ratios are based in part on specific quantitative
       measures of assets, liabilities and certain off-balance-sheet items as
       calculated under regulatory accounting practices. Capital amounts and
       classifications are also subject to qualitative judgments by the FDIC
       about capital components, risk weightings and other factors.

       Management believes that, as of December 31, 2000, the Bank meets all
       capital adequacy requirements to which it is subject. Further, the most
       recent FDIC notification categorized the Bank as a well-capitalized
       institution under the prompt corrective action regulations. There have
       been no conditions or events since that notification that management
       believes have changed the Bank's capital classification.

       The following is a summary of the Bank's actual capital amounts and
       ratios as of December 31, 2000 and 1999, compared to the FDIC minimum
       capital adequacy requirements and the FDIC requirements for
       classification as a well-capitalized institution:

<TABLE>
<CAPTION>
                                                              FDIC requirements
                                                    -------------------------------------
                                                      Minimum         For classification
                              Bank actual             capital         as well capitalized
                            --------------            adequacy        -------------------
                                                    -------------
                            Amount   Ratio          Amount  Ratio        Amount   Ratio
                            ------   -----          ------  -----        ------   -----
<S>                         <C>      <C>           <C>       <C>         <C>       <C>
December 31, 2000:
    Leverage (Tier I)
    Capital                 $23,263  10.91%        $ 8,526   4.00%       $10,658   5.00%
    Risk-based capital:
       Tier I                23,262  16.28           5,717   4.00          8,575   6.00
       Total                 24,735  17.31          11,433   8.00         14,292  10.00

December 31, 1999:
    Leverage (Tier I)
    Capital                 $19,329  10.22%        $ 7,562   4.00%       $ 9,452   5.00%
    Risk-based capital:
       Tier I                19,729  16.01           4,931   4.00          7,396   6.00
       Total                 21,039  16.71           9,861   8.00         12,327  10.00
</TABLE>


                                       55
<PAGE>


(15)   Commitments and Contingencies

       The Bank is a party to transactions with off-balance-sheet risk in the
       normal course of business in order to meet the financing needs of its
       customers. These transactions consist of commitments to extend credit and
       involve, to varying degrees, elements of credit and interest rate risk in
       excess of the amount recognized in the accompanying consolidated
       statements of financial condition.

       The Bank uses the same credit policies and collateral requirements in
       making commitments and conditional obligations as it does for
       on-balance-sheet loans. Commitments to extend credit are agreements to
       lend to customers as long as there is no violation of any condition
       established in the contract. Commitments generally have fixed expiration
       dates or other termination clauses and may require payment of a fee.
       Since the commitments may expire without being drawn upon, the total
       commitment amounts do not necessarily represent future cash requirements.
       The Bank evaluates each customer's creditworthiness on a case-by-case
       basis. The amount of collateral obtained, if deemed necessary by the Bank
       upon extension of credit, is based on management's credit evaluation of
       the borrower. Outstanding available loan commitments, primarily variable
       rate home equity loans, at December 31, 2000 and 1999 totaled $24.7
       million and $34.9 million, respectively. Additionally, unused credit card
       commitments totaled $1,001,000 at December 31, 2000.


                                       56
<PAGE>


(15), Continued

       Most of the Company's lending activity is with customers located in
       Bergen County, New Jersey. At December 31, 2000 and 1999, respectively,
       the Company had outstanding letters of credit to customers totaling
       $1,405,000 and $2,323,000 whereby the Company guarantees performance to a
       third party. These letters of credit generally have fixed expiration
       dates of one year or less.

(16)   Financial Information of Parent Company

       The following information on the parent only financial statements as of
       December 31, 2000 and 1999 and for the years then ended should be read in
       conjunction with the notes to the consolidated financial statements.

<TABLE>
<CAPTION>

                                  Statement of Financial Condition
                                          (in thousands)                December 31,
                                                                     2000          1999
                                                                     ----          ----
                                                                        (in thousands)
<S>                                                                <C>           <C>
          Assets:
               Cash and due from subsidiary                        $    867      $    862
               Equity securities                                        340           328
               Investment in subsidiary                              22,021        18,104
               Other assets                                              56            56
                                                                   --------      --------

                         Total assets                              $ 23,284      $ 19,350
                                                                   ========      ========

          Liabilities:
               Due to subsidiary                                   $     21      $     21
          Stockholders' equity:
               Common stock                                          21,266        19,035
               Other comprehensive (loss)income, net of taxes           (82)         (485)
               Retained earnings                                      2,079           779
                                                                   --------      --------

                         Total stockholders' equity                  23,263        19,329
                                                                   --------      --------

                         Total liabilities and stockholders'
                            Equity                                 $ 23,284      $ 19,350
                                                                   ========      ========
</TABLE>


                                       57
<PAGE>


(16), Continued

<TABLE>
<CAPTION>
                               Statement of Income
                                 (in thousands)      For the years ended
                                                         December 31,
                                                  2000       1999         1998
                                                --------   --------     --------
<S>                                             <C>        <C>          <C>
Dividend income from subsidiary                 $    576   $    550     $    524
Expenses                                               0         (7)          (8)
                                                --------   --------     --------

Income before equity in undistributed
   earnings of subsidiary bank                       576        543          516
Income after equity in undistributed
   earnings of subsidiary bank                     3,526      2,593        2,087
                                                --------   --------     --------

                              Net income        $  4,102   $  3,136     $  2,603
                                                ========   ========     ========
</TABLE>


<TABLE>
<CAPTION>
                             Statement of Cash Flow
                                 (in thousands)                  For the years ended
                                                                       December 31,
                                                              2000         1999         1998
                                                            --------     --------     --------
<S>                                                         <C>          <C>          <C>
Cash flows from operating activities:
     Net income                                             $  4,102     $  3,136     $  2,603
     Adjustments to reconcile net income to net cash
        provided by operating activities:
           Equity in undistributed earnings of the
               subsidiary bank                                (3,526)      (2,593)      (2,087)
           Decrease in other assets, net                           0            6            6
                                                            --------     --------     --------
              Net cash provided by operating activities          576          549          522

Cash flows from investing activities:
     Purchases of securities                                    --           (469)        --
                                                            --------     --------     --------
          Net cash provided by financing activities             --           (469)        --

Cash flows from financing activities:
     Dividends paid                                             (576)        (550)        (524)
     Proceeds from exercise of options                             5            8            6
                                                            --------     --------     --------
          Net cash (used in) provided by financing
           Activities                                           (571)        (542)        (518)
          Net change in cash for the period                        5         (462)           4
          Net cash at beginning of year                          862        1,324        1,320
                                                            --------     --------     --------
          Net cash at end of year                           $    867     $    862     $  1,324
                                                            ========     ========     ========
</TABLE>


                                       58
<PAGE>


(17)   Fair Value of Financial Instruments

       Statement of Financial Accounting Standards No. 107, "Disclosures About
       Fair Value of Financial Instruments," requires that the Bank disclose the
       estimated fair value of its financial instruments whether or not
       recognized in the consolidated balance sheet. Fair value estimates and
       assumptions are set forth below for the Bank's financial instruments at
       December 31, 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                     2000                     1999
                                             ---------------------    --------------------
                                                            Esti-                   Esti-
                                              Carry-        mated      Carry-       Mated
                                               ing          fair        ing         fair
                                              amount        value      amount       value
       <S>                                   <C>            <C>         <C>         <C>
       Financial assets:
           Cash and cash equivalents         $ 41,561       41,561      11,270      11,270
           Securities available for sale       20,928       20,928      22,207      22,207
           Investment securities               34,741       34,796      46,846      46,577
           Net loans                          131,385      134,359     116,961     116,834
       Financial liabilities:
           Deposits                           208,365      208,454     183,205     183,060
           Short term borrowings                2,000        2,000        --          --
       </TABLE>


The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

          Cash and Cash Equivalents

          The carrying amount approximates fair value.

          Securities Available for Sale

          All securities available for sale are valued using quoted market
          prices.

          Investment Securities

          All investment securities are valued using quoted market prices.

          Net Loans

          Fair values are estimated for portfolios of loans with similar
          financial characteristics. Loans are segregated by type, such as
          residential and commercial real estate, commercial and other consumer.
          The fair value of loans is estimated by discounting contractual cash
          flows using estimated market discount rates which reflect the credit
          and interest rate risk inherent in the loans.


                                       59
<PAGE>


(17), Continued

          Deposits

          The fair value of deposits with no stated maturity, such as
          noninterest-bearing demand deposits, is equal to the amount payable on
          demand as of year end. The fair value of certificates of deposit is
          based on the discounted value of contractual cash flows. The discount
          rate is estimated using the rates currently offered for deposits of
          similar remaining maturities.

          Short term borrowings

          The carrying amount approximates fair value.

          Commitments to Extend Credit

          The fair value of commitments is estimated using the fees currently
          charged to enter into similar agreements, taking into account the
          remaining terms of the agreements; at December 31, 2000 and 1999, such
          amounts were not material.

          Limitation

          The preceding fair value estimates were made at December 31, 2000 and
          1999, based on pertinent market data and relevant information on the
          financial instrument. These estimates do not include any premium or
          discount that could result from an offer to sell at one time the
          Bank's entire holdings of a particular financial instrument or
          category thereof. Since no market exists for a substantial portion of
          the Bank's financial instruments, fair value estimates were
          necessarily based on judgments regarding future expected loss
          experience, current economic conditions, risk assessment of various
          financial instruments, and other factors. Given the innately
          subjective nature of these estimates, the uncertainties surrounding
          them and the matter of significant judgment that must be applied,
          these fair value estimates cannot be calculated with precision.
          Modifications in such assumptions could meaningfully alter these
          estimates.

          Since these fair value approximations were made solely for on- and
          off-balance-sheet financial instruments at December 31, 2000 and 1999,
          no attempt was made to estimate the value of anticipated future
          business. Furthermore, certain tax implications related to the
          realization of the unrealized gains and losses could have a
          substantial impact on these fair value estimates and have not been
          incorporated into the estimates.


                                       60
<PAGE>


(18)   Quarterly Financial Data  (unaudited)

The following represents summarized unaudited quarterly financial data of the
Company which, in the opinion of management, reflects adjustments (comprising
only normal recurring accruals) necessary for fair presentation.

                               Three Months Ended
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                         December 31    September 30       June 30        March 31
                                         -----------    ------------     -----------     -----------
<S>                                      <C>             <C>             <C>             <C>
2000
Interest income                          $     4,036     $     3,911     $     3,735     $     3,550
Interest expense                               1,250           1,108             943             989
                                         -----------     -----------     -----------     -----------
Net interest income                            2,786           2,803           2,792           2,561
Provision for loan losses                         70              30              40              50
Other expense, net                               924           1,187           1,186           1,152
Provision for federal and state
     income taxes                                602             546             560             493
                                         -----------     -----------     -----------     -----------
Net income                               $     1,190     $     1,040     $     1,006     $       866
                                         ===========     ===========     ===========     ===========

Net earnings per share:
     Basic                               $      0.37     $      0.33     $      0.31     $      0.27
                                         ===========     ===========     ===========     ===========
     Diluted                             $      0.36     $      0.32     $      0.31     $      0.26
                                         ===========     ===========     ===========     ===========


1999
Interest income                          $     3,580     $     3,269     $     2,939     $     2,770
Interest expense                                 982             814             681             705
                                         -----------     -----------     -----------     -----------
Net interest income                            2,598           2,455           2,258           2,065
Provision for loan losses                         60              45              50              40
Other expense, net                             1,066           1,070           1,064           1,053
Provision for federal and state
     income taxes                                535             488             414             355
                                         -----------     -----------     -----------     -----------
Net income                               $       937     $       852     $       730     $       617
                                         ===========     ===========     ===========     ===========

Net earnings per share:
     Basic                               $      0.29     $      0.26     $      0.23     $      0.19
                                         ===========     ===========     ===========     ===========
     Diluted                             $      0.28     $      0.25     $      0.22     $      0.19
                                         ===========     ===========     ===========     ===========
</TABLE>


                                       61
<PAGE>


(19) Subsequent Event - Stock Dividend

On March 1, 2001, the Company declared a 10% Stock Dividend (the "2001 Stock
Dividend"). The dividend is payable to all holders of record as of March 13,
2001 and will be paid on April 2, 2001. Earnings per share and all share data
has been restated to reflect the effect of the 2001 stock dividend.

(20) Recent Accounting Pronouncements

SFAS No. 133

In June, 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This statement, as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,"
establishes accounting and reporting standards for derivative instruments and
for hedging activities. SFAS No. 133 supersedes the disclosure requirements in
SFAS No. 80, 105, and 119. This statement was to be effective for periods after
June 15, 1999. SFAS 137 extended the adoption date of SFAS 133 to fiscal years
beginning after June 15, 2000. The adoption of SFAS No. 133 is not expected to
have a material impact on the financial position or results of operations of the
Company.

FASB Interpretation No. 44

In March 2000, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25." The interpretation
clarifies certain issues with respect to the application of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
Opinion No. 25). The interpretation results in a number of changes in the
application of APB Opinion No. 25, including the accounting for modifications to
equity awards, as well as extending APB Opinion No. 25 accounting treatment to
options granted to outside directors for their services as directors. The
provisions of the interpretation were effective July 1, 2000 and apply
prospectively, except for certain modifications to equity awards made after
December 15, 1998. The adoption of APB Opinion No. 25 did not impact the
Company's financial statements.

SFAS No. 140

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (A Replacement
of FASB Statement 125)." SFAS No. 140 supersedes and replaces the guidance in
SFAS No. 125 and, accordingly, provides guidance on the following topics:
securitization transactions involving financial assets, sales of financial
assets such as receivables, loans, and securities; factoring transactions and
wash sales; servicing assets and liabilities, collateralized borrowing
arrangements, securities lending transactions; repurchase transactions; loan
participations; and extinguishment of liabilities. While most of the provisions
of SFAS No. 140 are effective for transactions entered into after March 31,
2001, companies with fiscal year ends that hold beneficial interests from
previous securitizations will be required to make additional disclosures in
their December 31, 2000 financial statements. The initial adoption of SFAS No.
140 is not expected to have a material impact on the Company's financial
statements.


                                       62
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                                  BRIDGE VIEW BANCORP
                                                  By: /s/  Albert F. Buzzetti
                                                     -------------------------
                                                     Albert F. Buzzetti
                                                     President and CEO

Dated: March 23, 2001

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

<TABLE>
<CAPTION>

           Name                           Title                           Date
-----------------------------------------------------------------------------------
<S>                                  <C>                             <C>
/s/  Albert F. Buzzetti              President, Chief                March 23, 2001
--------------------------------     Executive Officer and
Albert F. Buzzetti                   Director

/s/  Gerald A. Calabrese             Director                        March 23, 2001
---------------------------------
Gerald A. Calabrese

/s/  Glenn L. Creamer                Director                        March 23, 2001
---------------------------------
Glenn L. Creamer

/s/  Bernard Mann                    Director                        March 23, 2001
---------------------------------
Bernard Mann

/s/  Mark Metzger                    Director                        March 23, 2001
---------------------------------
Mark Metzger

/s/  Jeremiah F. O'Connor            Director                        March 23, 2001
---------------------------------
Jeremiah F. O'Connor

/s/  Joseph C. Parisi                Director                        March 23, 2001
---------------------------------
Joseph C. Parisi

/s/  John A. Schepisi                Director                        March 23, 2001
---------------------------------
John A. Schepisi
</TABLE>


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