Form 10-Q

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
           TRANSITION PERIOD FROM OCTOBER 1,1996 TO DECEMBER 31, 1996

                               1St Bergen Bancorp
--------------------------------------------------------------------------------
              (Exact name of registrant as specific in its charter)


               New Jersey                                        22-3409845
--------------------------------------------------------------------------------
State or other juridiction of Incorporation                      IRS Employer
            or Organization                                   Identification No.


                   250 Valley Boulevard, Wood-Ridge, NJ 07075
--------------------------------------------------------------------------------
                     Address of Principal Executive Offices


                                 (201) 939-3400
--------------------------------------------------------------------------------
                           Registrant's Telephone No.


                                 Not Applicable
--------------------------------------------------------------------------------
       Former Name, Address, and Fiscal year, if changed since last report

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

                         Yes (X)            No ( )


Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practible date.

     Class                                              Outstanding at December
-----------------                                       -----------------------
 Common Stock                                              3,015,300 shares

<PAGE>


                       1ST BERGEN BANCORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (DOLLARS IN THOUSANDS)

                                                     DECEMBER 31,  SEPTEMBER 30,
                                                        1996          1996
                                                     (UNAUDITED)  
                                                    -------------  -------------
ASSETS:                                                           
                                                                  
      Cash and due from banks                          $  5,231      $  1,804
      Interest-bearing deposits in other banks            2,500         2,150
                                                       --------      --------
                                                                  
   Total Cash and cash equivalents                        7,731         3,954
                                                                  
      Investment securities held to maturity             33,136        42,385
      MBS securities held to maturity                    51,769        53,829
      Investment securities available for sale           19,604        19,449
      MBS securities available for sale                   2,817         2,835
      Loans receivable                                  123,825       118,506
      Premises and equipment                              2,699         2,702
      Real estate owned                                     537           713
      FHLB stock                                          1,487         1,487
      Accrued interest and dividends receivable           1,466         1,399
      Deferred income taxes                               1,817         1,842
      Other assets                                          185           675
                                                       --------      --------
                                                                  
TOTAL ASSETS                                           $247,073      $249,776
                                                       ========      ========
                                                                  
LIABILITIES AND STOCKHOLDERS' EQUITY                              
                                                                  
LIABILITIES:                                                      
      Deposits                                         $204,154      $204,500
      Escrow                                                932           899
      Accrued income taxes                                  592           229
      Other liabilities                                     160         1,507
                                                       --------      --------
                                                                  
TOTAL LIABILITIES                                       205,838       207,135
                                                                  
TOTAL STOCKHOLDERS' EQUITY                               41,235        42,641
                                                       --------      --------
                                                                  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $247,073      $249,776
                                                       ========      ========


           See accompanying notes to consolidated financial statements
<PAGE>


                       1ST BERGEN BANCORP AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

                                                              THREE MONTHS ENDED
                                                                  DECEMBER 31,
                                                              ------------------
                                                                1996      1995
                                                              -------   -------
INTEREST INCOME
      Interest on loans                                       $ 2,591   $ 2,522
      Interest on mortgage-backed securities-HTM                  842       720
      Interest on mortgage-backed securities-AFS                   44         0
      Interest on investment securities held to maturity          714       635
      Interest on securities available for sale                   304        99
                                                              -------   -------

      Total interest income                                     4,495     3,976

INTEREST EXPENSE
      Deposits                                                  2,220     2,358
                                                              -------   -------

      Total interest expense                                    2,220     2,358

NET INTEREST INCOME                                             2,275     1,618

      Provision for loan losses                                   125        60
                                                              -------   -------

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES                                                 2,150     1,558

NON-INTEREST INCOME:
      Loan fees and service charges                                47        49
      Annuity Commissions                                           6         0
      Other income                                                  4         2
                                                              -------   -------

      Total other income                                           57        51

NON-INTEREST EXPENSE:
      Compensation and employee benefits                          686       591
      Commission expense                                            1         0
      Occupancy expense                                            70        62
      Equipment                                                   106        96
      Advertising                                                  55        53
      Loss on sale of securities                                    0       412
      Federal deposit insurance premiums                           98       115
      Net loss from real estate owned                              50       107
      Insurance and bond premiums                                  28        26
      Other                                                       373       190
                                                              -------   -------

      Total non-interest expense                                1,467     1,652

      Income (loss) before income taxes                           740       (43)

      Federal and state tax expense (benefit)                     278       (14)
                                                              -------   -------

            Net Income (loss)                                 $   462   $   (29)
                                                              =======   =======


           See accompanying notes to consolidated financial statementS
<PAGE>


                       1ST BERGEN BANCORP AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                      DECEMBER 31
                                                                                 --------------------
                                                                                   1996        1995
                                                                                 --------    --------
<S>                                                                              <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                                       $    462    $    (29)
Adjustments to reconcile net income to net cash provided
by operating activities

      Provision for loan loss                                                         125          60
      Net gain on sales of real estate owned                                           (2)         (9)
      Depreciation of premises and equipment                                           45          41
      Net accretion of premiums and amortization of discounts                         (12)         (8)
      Net loss on sales of securities available for sale                                0         412
      Net loss on sale of loans                                                       580        --
      Net increase in deferred loan fees                                                2          23
      Decrease (increase) in interest and dividends receivable                        (67)        122
      Increase in other assets                                                        490        (375)
      Increase in other liabilities                                                (1,347)        (31)
      Increase in deferred income taxes                                                14        (284)
      Increase in income taxes payable                                                363         271
                                                                                 --------    --------
        Net cash provided by operating activities                                $    653    $    193
                                                                                 --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Net decrease (increase) in loans receivable                                $(3,496)     $ 3,497
      Purchases of investment securities held to maturity                            --        (9,843)
      Proceeds from sales of real estate owned                                        102          79
      Purchases of mortgage-backed securities held to maturity                          0     (13,098)
      Investment securities held to maturity called                                 9,000       3,000
      Principle payments on investment securities held to maturity                    250        --
      Principle payments on mortgage-backed securities held to maturity             2,048       2,361
      Proceeds from sales of securities available for sale                           --        18,589
      Proceeds from sale of loans                                                     675        --
      Principle payments on mortgage-backed securities - AFS                           18        --
      Purchases of premises and equipment                                             (42)        (13)
      Purchases of loans                                                           (3,129)       --
                                                                                 --------    --------
        Net cash provided by investing activities                                $  5,426    $  4,572
                                                                                 --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net increase (decrease) in deposits                                        $   (346)   $  1,376
      Purchase of treasury stock                                                   (1,894)       --
      Net increase (decrease) in advances by borrowers (taxes&insurance)               33        (229)
      Dividends paid                                                                  (95)       --
                                                                                 --------    --------
            Net cash (used in) provided by financing activities                    (2,302)      1,147
            Net increase (decrease) in cash and cash equivalents                    3,777       5,912
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD                            3,954       9,215
                                                                                 --------    --------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD                               $  7,731    $ 15,127
                                                                                 ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: 
      Cash paid during the period for:
        Interest                                                                    2,218       2,353
        Income taxes                                                                 --          --

      Non-cash investing and financing activities:
        Transfer of loans to real estate owned                                   $     76    $    925
        Transfer of investments held to maturity to securities
          available for sale                                                         --      $ 19,000
</TABLE>

           See accompanying notes to consolidated financial statements
<PAGE>


                       1ST BERGEN BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF FINANCIAL STATEMENT PRESENTATION

      The Consolidated Financial Statements include the accounts of 1st Bergen
      Bancorp, (the Company) and its wholly owned subsidiary South Bergen
      Savings Bank, (the Bank), and the Bank's wholly owned subsidiary South
      Bergen Financial Services, Inc. All significant intercompany balances and
      transactions have been eliminated in consolidation. The Bank provides a
      full range of banking services to individuals and corporate customers
      through its branch system consisting of two offices in Bergen County and
      one in Passaic County. Offices in Morris and Monmouth counties are
      scheduled to open in March and April, respectively. The Bank is subject to
      competition from other financial institutions and to the regulations of
      certain regulatory agencies and undergoes periodic examinations by those
      regulatory authorities.

      The accompanying unaudited consolidated financial statements have been
      prepared in accordance with generally accepted accounting principles
      ("GAAP") for interim financial information and in conformity with the
      instructions to form 10Q and Article 10 of Regulations S-X for the Company
      and its subsidiary.

      In the opinion of management, all adjustments (consisting of only normal
      recurring adjustments) necessary to present fairly the financial
      condition, results of operations, and changes in cash flows have been made
      at and for the three month period ended December 31, 1996.

2.    ORGANIZATION OF THE HOLDING COMPANY AND CONVERSION TO STOCK FORM OF 
      OWNERSHIP

      On November 28, 1995, 1st Bergen Bancorp (the Holding Company) was
      organized for the purpose of acquiring all of the capital stock of the
      Bank to be issued in the Bank's conversion from the mutual to stock form
      of ownership. On March 29, 1996, the Company completed an initial public
      offering. The offering resulted in the sale of 3,174,000 shares of common
      stock including the sale of 253,920 shares to the Bank's tax qualified
      Employee Stock Ownership Plan (the ESOP).

      In connection with the conversion from a mutual to a capital stock form,
      the Company established the ESOP for the benefit of the employees of the
      Company and the Bank. The ESOP purchased 253,920 shares, or 8% of the
      total stock sold in the subscription, for $2,539,200 which was financed by
      a loan from the Company.

      The ESOP was effective upon completion of the conversion. Full time
      employees of the Company or the Bank who have been credited with at least
      1000 hours of service during a twelve month period and who have attained
      the age of 21 are eligible to participate in the ESOP. The loan to the
      ESOP will be repaid principally from the Bank's discretionary
      contributions to the ESOP over a period of ten years, and the collateral
      for the loan will be the Common Stock purchased by the ESOP that has not
      been committed to be released.

3.    NET INCOME PER SHARE

      The Company earned 16 cents per share for the quarter ended December 31,
      1996. The Company completed its initial public offering on March 29, 1996,
      and accordingly, per share data is not applicable for the quarter ended
      December 31, 1995.

<PAGE>



4.    STOCKHOLDERS' EQUITY

      The components of stockholders' equity were as follows:
<TABLE>
<CAPTION>

                                                                  (dollars in thousands)
                                                          December 31, 1996      September 30, 1996
                                                          -----------------      ------------------
<S>                                                             <C>                   <C>
      Preferred Stock, no par value, 2,000,000 shares
        authorized:  No shares issued                              --                   --

      Common Stock, no par value, 6,000,000 shares
        authorized: 3,174,000 shares issued                     $30,621               $30,621
        (3,015,300) shares outstanding)

      Retained earnings, substantially restricted                15,957                15,590

      Unearned ESOP Shares                                       (2,539)               (2,539)

      Net unrealized loss on securities available for sale,
        net of tax                                                 (910)               (1,031)

      Treasury stock at cost (158,700 shares)                    (1,894)                    0
                                                                -------                ------

      Total stockholders' equity                                $41,235               $42,641
                                                                =======               =======
</TABLE>


5.    NON PERFORMING LOANS AND THE ALLOWANCE FOR LOAN LOSS.

      Non-performing loans were as follows:
<TABLE>
<CAPTION>

                                                                  (dollars in thousands)
                                                          December 31, 1996      September 30, 1996
                                                          -----------------      ------------------
<S>                                                             <C>                   <C>
      Loans delinquent 90 days or more
      and other non-performing loans.                           $1,522                $2,343

      Loans delinquent 90 days or more and other
      non-performing loans as a percentage of gross loans         1.20%                1.91%
</TABLE>

      An analysis of the allowance for loan losses for the three month periods
      ended December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>

                                                                  (dollars in thousands)
                                                          December 31, 1996      September 30, 1995
                                                          -----------------      ------------------
<S>                                                             <C>                   <C>
      Balance at the beginning of the period                    $3,669                $5,061

      Provision charged to operations                              125                    60

      Charge-offs, net                                             668                   374
                                                                ------                ------

      Balance at end of period                                  $3,126                $4,747
                                                                ======                ======
</TABLE>

<PAGE>


                         1ST BERGEN BANCORP SUBSIDIARIES
            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

OVERVIEW

1st Bergen Bancorp, the holding company for South Bergen Savings Bank, earned
net income for the quarter ended December 31, 1996 of $462,000 compared to a
loss of ($29,000) for the same period last year and an increase of 11.0% over
the $416,000 earned for the prior quarter before a one time non-recurring FDIC
special assessment to recapitalize the Savings Association Insurance Fund
(SAIF), as mandated by Congress. The $491,000 increase in earnings over the
prior year is primarily attributable to an increase in net interest income of
$657,000 partially offset by a $65,000 increase in the provision for loan
losses, a decrease in non-interest expense of $185,000 and an increase in tax
expense of $292,000. The increase in earnings over the prior quarter is
primarily attributable to a $135,000 increase in net interest income.

The Company earned 16 cents per share for the quarter ended December 31, 1996
compared to 13 cents per share for the prior quarter. The Company completed its
initial public offering on March 29, 1996, and accordingly, per share data is
not applicable for the quarter ended December 31, 1995.

ASSETS AND LIABILITIES

Total assets increased $2.7 million, or 1.1%, to $247.1 million at December 31,
1996 from $249.8 million at September 30, 1996. Cash and cash equivalents
increased $3.8 million, or 95.5%, to $7.7 million as of December 31, 1996 from
$4.0 million at September 30, 1996, primarily due to funds from maturing
securities in excess of loan demand. Funds from these maturities and
amortizations in excess of loan demand, were invested in short term cash
equivalents pending deployment. These funds will be used to fund loan
commitments and security purchases. Loans receivable increased $5.3 million, or
4.5%, to $123.8 million at December 31, 1996 from $118.5 million at September
30, 1996. The increase in loans receivable, net, resulted from the purchase of
$3.1 million in loans and originations of $5.4 million. Investment securities
held to maturity decreased $9.2 million, or 21.8%, to $33.1 million at December
31, 1996 from $42.4 million at September 30, 1996. Mortgage-backed securities
held to maturity decreased $2.1 million, or 3.8% to $51.8 million at December
31, 1996 from $53.8 million at September 30, 1996. The decrease in investment
securities held to maturity and mortgage-backed securities held to maturity was
due to the maturity of investment securities and normal amortization.

Securities and mortgage-backed securities available for sale net increased
$137,000, or .61%, due to an improvement in the market price of the available
for sale portfolio.

Deposits remained relatively stable at $204.2 million at December 31, 1996
compared to $204.5 million at September 30, 1996.

The Bank has approved branch locations in Morris and Monmouth counties that are
scheduled to open during the first half of 1997. The Morris county office,
located at 339 Route 202, Montville is scheduled to open in March, 1997 and a
late second quarter 1997 opening is planned for the Monmouth county office in
the ACME Shopping Center, Newman Springs Road in the Lincroft section of
Middletown Township.

STOCKHOLDERS EQUITY

Stockholders equity decreased $1.4 million, or 3.3%, to $41.2 million at
December 31, 1996 from $42.6 million at September 30, 1996. The decrease in
stockholders equity is due to the repurchase of 158,700 shares of the Company's
common stock for a purchase price of $1,894,481, as the Company completed a
Board approved 5% stock buyback. This decrease was partially offset by net
income of $462,000 for the quarter ended December 31, 1996.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCE

Liquidity is a measure of a bank's ability to fund loans and withdrawals of
deposits in a cost effective manner. The Company's principal sources of funds
are deposits, scheduled amortization and prepayments of loan principal and
mortgage-backed securities, maturities of investment securities and funds
provided by operations. Liquidity is also available through borrowings from the
Federal Home Loan Bank of New York.

While loan repayments and maturing investment securities are a relatively
predictable source of funds, deposit flows, prepayments and calls of investment
securities and prepayment of mortgage-backed securities are influenced by
interest rates, general economic conditions and competition in the marketplace.
At December 31, 1996, total liquid assets, consisting of cash, interest bearing
deposits in other banks, investment securities and mortgage-backed securities,
all with final maturities of five years or less, were $ 53.5 million, or 21.7%
of total assets. This amount includes $19.7 million scheduled to mature within
one year, which represented 8.0% of total assets and 9.7% of total deposits at
December 31, 1996.

At December 31, 1996, the Company had commitments to originate loans totalling
$2.6 million, commitments to purchase loans of $705,000 and outstanding unused
lines of credit of $4.8 million. The Company is committed to maintaining a
strong liquidity position and anticipates that it will have sufficient funds to
meet its current funding commitments. The Company does not have any balloon or
other payments due on any long-term obligations or any off-balance sheet items
other than the loan commitments and unused lines of credit noted above.

The OTS requires that the Bank meet minimum tangible, core, Tier 1 and
risk-based capital requirements. As of December 31, 1996, the Bank exceeded all
regulatory capital requirements. The Bank's capital levels as of December 31,
1996 are as follows:
<TABLE>
<CAPTION>

                                                                      To be well capitalized
                                                     For capital          under prompt
                                   Actual          adequacy purpose      correction action
                              ----------------     -----------------  -----------------------
                               Amount    Ratio     Amount      Ratio     Amount       Ratio
                               ------    -----     ------      -----     ------       -----
<S>                           <C>        <C>        <C>         <C>       <C>         <C> 
As of December 31, 1996:

Tangible capital              $28,151    11.4%      $3,712      1.5%      $3,712      1.5%

Core capital                   28,151    11.4        7,425      3.0       12,374      5.0

Tier 1 risk-based capital      28,151    26.9        4,194      4.0        6,051      6.0

Risk-based capital             29,477    28.1        8,387      8.0       10,484     10.0



As of December 31, 1995:

Tangible capital              $14,667     6.5%      $3,376      1.5%      $3,376      1.5%

Core capital                   14,667     6.5        6,751      3.0       11,252      5.0

Tier 1 risk-based capital      14,667    14.5        4,061      4.0        6,091      6.0

Risk-based capital             15,936    15.7        8,121      8.0       10,151     10.0
</TABLE>


<PAGE>


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996

NET INCOME

For the three months ended December 31, 1996, net income increased by $491,000
to $462,000 from a loss of ($29,000) for the same period last year. The increase
in income was primarily due to an increase in net interest income of $657,000.

INTEREST INCOME

Interest on loans increased $69,000, or 2.7% to $2.6 million for the three
months ended December 31, 1996 from $2.5 million for the same period in 1995.
The increase in the interest on loans was primarily due to an increase in the
average balance of loans outstanding during the period to $121.4 million for the
three months ended December 31, 1996 from $113.3 million for the same period in
1995. This was offset by a decrease in the average yield from 8.9% to 8.54%,
reflecting current market rates of interest which are below the average yield on
the Bank's existing portfolio.

Interest on Mortgage Backed Securities held to maturity increased to $122,000,
or 16.9% to $842,000 for the three months ended December 31, 1996 from $720,000
for the same period in 1995. The increase was primarily due to the increase in
the average balance of Mortgage Backed Securities outstanding during the period
to $53.0 million for the three months ended December 31, 1996 from $48.9 million
for the same period in 1995, combined with an increase in the average yield to
6.36% from 5.89% for the comparison period, reflecting increasing market rates
of interest. The increase in the average balance was a result of available funds
exceeding new loan demands.

Interest income on investment securities held to maturity, which includes income
on FHLB Stock and other FHLB deposits, increased by $79,000, or 12.4% to
$714,000 for the three months ended December 31, 1996 compared to $635,000 for
the same period in 1995. The increase was primarily due to an increase in the
average yield to 7.02% from 5.16%, even though the average balance decreased
$2.4 million, or 6.1% to $36.5 million at December 31, 1996 from $38.9 million
for the same period in 1995.

Interest income on securities available for sale increased $205,000, or 207.0%
to $304,000 for the three months ended December 31, 1996 compared to $99,000 for
the same period in 1995. The increase was primarily due to an increase in the
average balance of securities available for sale outstanding during the period
to $19.5 million for the three months ended December 31, 1996 from $6.7 million
for the same period in 1995. This was coupled with an increase in the average
yield to 6.25% for the three months ended December 31, 1996 from 5.94% for the
same period in 1995.

INTEREST EXPENSE

Interest expense decreased $138,000, or 5.9% to $2.2 million for the three
months ended December 31, 1996 compared to $2.4 million for the same period in
1995. The decrease was primarily due to a decrease of $4.6 million in the
average balance of deposits outstanding to $203.1 million during the three
months ended December 31, 1996 from $207.7 million for the same period in 1995,
combined with a decrease in the average rate paid on deposits to 4.37% from
4.54% for the comparison periods reflecting decreasing market rates of interest.
The decrease in average rates paid reflects decreased market rates in the
Company's market area.

PROVISION FOR LOAN LOSSES

The provision for loan losses increased $65,000, or 108.3%, to $125,000 for the
three months ended December 31, 1996 from $60,000 for the same period in 1995
primarily due to the increase in loans receivable. Nonperforming loans, defined
as non-accrual loans and accruing loans delinquent 90 days or more decreased by
$4.0 million, or 72.7% to $1.5 million, or 1.2% of gross loans at December 31,
1996 from $5.5 million, or 4.8% or gross loans at December 31, 1995. This
decline reflects $1.8 million of loans being transferred to real estate owned as
the company acquired title to those properties through the foreclosure process.
Management is continuing its efforts to sell these properties and reinvest the
proceeds in interest bearing assets. Real estate owned totaled $537,000 at
December 31, 1996 compared to $1.9 million for the same period in 1995. At
December 31, 1996

<PAGE>


and 1995, the allowance for loan losses was $3.1 million and $4.7 million,
respectively. The decrease in the allowance for loan losses is due in part to
the sale on December 26, 1996 of 19 non-performing loans with a book value of
$1.3 million. In connection with the sale, the Bank incurred a charge-off of
$580,000. The proceeds from the sale were reinvested in interest-earning assets.
The balance of the decrease in the allowance is due to charge-offs within the
allowance previously established on loans transferred to real estate owned at
fair market value. The Company's allowance for loan losses as a percentage of
total non-performing assets increased to 152.0% at December 31, 1996 as compared
to 85.5% at December 31, 1995.

Future provisions for loan losses will continue to be based on Management's
assessment of the loan portfolio and its underlying collateral, trends in
non-performing loans, then current economic conditions and other factors which
warrant recognition in order to maintain the allowance for loan losses at levels
sufficient to provide for estimated future losses. Although Management uses the
best information available, adjustments may be necessary due to economic,
operating, regulatory and other conditions that may be beyond the Company's
control.

NON-INTEREST INCOME AND NON-INTEREST EXPENSE

Non-interest income for the three months ended December 31, 1996 increased
$6,000, or 11.8% to $57,000 from $51,000 for the same period last year. This
increase was due primarily to the commissions received on the sale of annuity
products through the Bank's wholly owned subsidiary, South Bergen Financial
Services, which began to operate during the quarter ended December 31, 1996.
Non-interest expense decreased $185,000, or 11.2% to $1.5 million for the three
months ended December 31, 1996 from $1.7 million for the same period in 1995.
The decrease was primarily due to the loss on sale of securities in the quarter
ended December 31, 1995, partially offset by an increase in other expenses for
the quarter ended December 31, 1996. In connection with the Company's expansion,
establishment of additional branches and implementation of certain stock based
benefit plans, management anticipates that certain non-interest expenses such as
compensation, occupancy, equipment and other expenses may increase in future
periods.

INCOME TAX EXPENSE

Income tax expense increased $292,000 to $278,000 for the three months ended
December 31, 1996 from a benefit of ($14,000) for the same period in 1995. The
increase was due to the Company's increased net income for the quarter ended
December 31, 1996, compared to the loss incurred for the quarter ended December
31, 1995.

<PAGE>


                          PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      There are various claims and lawsuits in which the Registrant is
      periodically involved incidental to the Registrant's business. In the
      opinion of management, no material loss is expected from any of such
      pending claims and lawsuits.

ITEM 2. CHANGES IN SECURITIES.

      Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

      Not applicable

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

                                   INSERT 1

On November 26, 1996 the Registrant held a Special Meeting of Shareholders to
vote upon certain stock based benefit plans. Voting on the proposals was as
follows:

1.  Approval of the 1st Bergen Bancorp 1996 Incentive Stock Option Plan:

For: 2,061,385    Against: 213,912  Abstain: 9,936    Broker Non-Votes: 0
     ---------             -------           -----                      -

2.  Approval of the 1st Bergen Bancorp 1996 Stock Option Plan for Outside 
    Directors:

For: 1,957,577    Against: 390,099  Abstain: 31,316   Broker Non-Votes: 0
     ---------             -------           ------                     -

3.  Approval of the 1st Bergen Bancorp 1996 Recognition and Retention Plan for 
    Executive Officers and Employees:

For: 1,966,742    Against: 379,986  Abstain: 26,464   Broker Non-Votes: 0
     ---------             -------          -------                     -

4.  Approval of the 1st Bergen Bancorp Recognition and Retention Plan for 
    Outside Directors:

For: 1,848,950    Against: 499,801  Abstain: 24,441   Broker Non-Votes: 0
     ---------             -------           ------                     -

ITEM 5. OTHER INFORMATION.

      None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

      (a)  Exhibits

      (27) Financial Data Schedule

      (b)  Reports of Form 8-K

      The Registrant filed a current report on November 1, 1996 announcing a 5%
      stock buyback.

      The Registrant filed a current report on November 7, 1996 announcing the
      Registrant's earnings for the period ending September 31, 1996.

      The Registrant filed a current report on December 3, 1996 announcing the
      payment of a cash dividend.

<PAGE>


                                  SIGNATURES

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

                            1ST BERGEN BANCORP


Date: February 14, 1996     By: /s/ WILLIAM M. BRICKMAN
                            ----------------------------------------------------
                            William M. Brickman
                            President and Chief Executive Officer


Date: February 14, 1996     By: /s/ ALBERT E. GOSSWEILER
                            ----------------------------------------------------
                            Albert E. Gossweiler
                            Executive Vice President and Chief Financial Officer