UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-QSB

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

For the quarterly period ended June 30, 2002.

                               OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934.

Commission file number 333-84114


                   1st Colonial Bancorp, Inc.
      (Exact name of registrant as specified in its charter)

             Pennsylvania                      01-0715542
    (State or other jurisdiction of        (I.R.S. Employer
     incorporation or organization)        Identification No.)

          1040 Haddon Avenue                       08108
            Collingswood, NJ                     (Zip Code)
         (Address of Principal
           Executive Offices)

                          (856) 858-1100
         (Registrant's telephone number, including area code)

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

                          Yes            No  X

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date:

                                    Number of Shares Outstanding
         Class                          as of August 12, 2002

Common Stock, without par value               1,025,144



                       INDEX TO FORM 10-QSB

PART I.  FINANCIAL INFORMATION                              PAGE

  Item 1.  Financial Statements

           Statements of Financial Condition
           June 30, 2002 (Unaudited) and
           December 31, 2001                                 3

           Statements of Income and Comprehensive Income
           (Unaudited) - For the Three Months Ended and
           Six Months Ended June 30, 2002 and 2001           4

           Statements of Cash Flows - (Unaudited) For the
           Six Months Ended June 30, 2002 and 2001           5

           Notes to Financial Statements                     6

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations     8

PART II.   OTHER INFORMATION

  Item 1.  Legal Proceedings                                 11
  Item 2.  Changes in Securities and Use of Proceeds
  Item 3.  Defaults Upon Senior Securities
  Item 4.  Submission of Matters to a Vote of
           Security Holders
  Item 5.  Other Information
  Item 6.  Exhibits and Reports on Form 8-K

  Signatures                                                 12



                 PART 1 - FINANCIAL INFORMATION
            1st COLONIAL BANCORP, INC. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                     June 30,    December 31,
                                                       2002          2001
                                                   -----------   ------------
                                                   (unaudited)

                                                <c>           <c>
Assets
Cash and due from banks                              $ 3,553       $ 2,869
Federal funds sold                                    11,341        21,061
Investments held to maturity                             380         1,216
Securities available for sale (amortized
  cost of $11,617 at June 30, 2002 and
  $17,034 at December 31, 2001)                       11,761        17,197
Mortgages loans available for sale                         2           182
Loans                                                 47,647        36,596
  Less: Allowance for loan losses                       (493)         (335)
                                                     -------       -------
  Net loans                                           47,154        36,261
Bank premises and equipment, net                         449           442
Accrued interest receivable                              316           330
Deferred tax assets                                      143           154
Other assets                                              66            61
                                                     -------       -------
Total Assets                                         $75,165       $79,773
                                                     =======       =======
Liabilities

Demand deposits                                      $35,436       $22,979
Savings deposits                                      11,902        30,215
Other time deposits                                   13,552        14,071
Total deposits                                        60,890        67,265
Short-term borrowings                                  7,034         5,460
Accrued interest payable                                  11            30
Taxes payable                                            110           125
Other liabilities                                        111           124
                                                     -------       -------
Total liabilities                                    $68,156       $73,004
                                                     =======       =======
Shareholders' equity

Common Stock ($1.00 par value)
  Authorized: 5,000,000 shares, issued
    and outstanding: 1,024,586 shares at
    June 30, 2002 and at December 31, 2001             1,025         1,025
  Additional paid in capital                           5,975         5,975
  Retained earnings (deficit)                            (77)         (329)
  Accumulated other comprehensive income                  86            98
                                                     -------       -------
      Total shareholders' equity                       7,009         6,769
                                                     -------       -------
      Total liabilities & shareholders' equity       $75,165       $79,773
                                                     =======       =======
</TABLE>

The accompanying notes are an integral part of these statements.



            1st COLONIAL BANCORP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF INCOME
              AND COMPREHENSIVE INCOME (UNAUDITED)
           FOR THE PERIODS ENDED JUNE 30, 2002 AND 2001

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                     Three months ended    Six months ended
                                                           June 30,           June 30,
                                                     ------------------   -----------------
                                                      2002        2001      2002      2001
                                                     -----       ------   -------   -------

                                                  <c>         <c>      <c>       <c>
Interest income:
Interest and fees on loans                           $ 789       $ 454    $1,469    $  808
Interest on federal funds sold                          27         124        83       221
Interest and dividends on investments:
  Taxable                                              169         221       364       415
  Nontaxable                                             2           -         4         -
                                                     -----       -----    ------    ------
    Total interest income                              987         799     1,920     1,444
                                                     -----       -----    ------    ------

Interest expense:
Interest on demand deposits                             99          80       153       134
Interest on savings deposits                            41         104       120       192
Interest on time deposits                               77         134       166       213
Interest on short-term borrowings                       22          34        45        57
                                                     -----       -----    ------    ------
    Total interest expense                             239         352       484       596
                                                     -----       -----    ------    ------
Net interest income                                    748         447     1,436       848
Provision for loan losses                               45          30       175        75
                                                     -----       -----    ------    ------
Net interest income after
  provision for loan losses                            673         417     1,261       773

Other income:
  Service charges on deposit accounts                   18          12        33        22
  Gain on sale of mortgage loans                        10           7        23        16
  Other income, service charges and fees                 9           1        11         3
  Gains on sale of investments                           1          60         1        65
                                                     -----       -----    ------    ------
    Total other income                                  38          80        68       106

Other expenses:
  Salaries, wages and employee benefits                178         183       369       349
  Occupancy and equipment expenses                      49          44        93        87
  Advertising expense                                   18           5        25        19
  Data processing expense                               42          27        83        59
  Organization expenses                                  3           -         3         -
  Other Operating Expenses                             182         127       335       204
                                                     -----       -----    ------    ------
    Total other expenses                               472         386       908       718

Income before income taxes                             239         111       421       161
Income tax expense                                      96           -       169         -
                                                     -----       -----    ------    ------
Net income                                           $ 143       $ 111    $  252    $  161
                                                     -----       -----    ------    ------
Other comprehensive income                              61        (121)      (12)      (34)
                                                     -----       -----    ------    ------
    Total comprehensive income                       $ 204       $ (10)   $  240    $  127
                                                     =====       =====    ======    ======

Net income per share information:
  Basic earnings per share                           $0.14       $0.12     $0.25     $0.18
  Diluted earnings per share                         $0.14       $0.12     $0.24     $0.18
</TABLE>

The accompanying notes are an integral part of these statements.



            1st COLONIAL BANCORP, INC. AND SUBSIDIARY
        CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                     For the Six Months Ended
                                                             June 30,
                                                     ------------------------
                                                        2002           2001
                                                     ---------      ---------

                                                  <c>            <c>
Cash flow from operating activities:
  Net income                                         $    252       $    161
Adjustments to reconcile net income to net
  cash used by operating activities:
  Depreciation and amortization                            42             35
  Accretion (amortization) of discount (premium)
    on securities, net                                      9             62
  Gain on sale of mortgage loans available for
    sale                                                  (23)             0
  Gain on sale of securities                               (1)           (65)
  Provision for loan losses                               175             75
  Cash disbursed for mortgage banking activities       (4,283)        (4,354)
  Cash received for mortgage banking activities         4,486          3,901
  Decrease (increase) in accrued interest
    receivable                                             14            (42)
  Decrease in deferred tax asset                           18              -
  Increase in other assets                                 (5)           (12)
  (Decrease) increase in accrued interest payable         (19)            25
  Decrease in income taxes payable                        (15)             -
  Decrease in other liabilities                           (13)           (28)
                                                      -------        -------
Net cash provided (used) by operating activities          637           (366)
Cash flows from investing activities:
  Proceeds from maturity and sale of securities
    available-for-sale                                  7,992          3,975
  Proceeds from maturity of securities held
    to maturity                                           931              -
  Purchases of securities available-for-sale           (3,000)        (8,445)
  Purchases of securities held to maturity                (95)             -
  Repayment of principal of securities
    available-for-sale                                    417            133
  Increase in loans receivable, net                   (11,068)       (11,211)
  Capital expenditures                                    (49)           (35)
                                                      -------        -------
Net cash used in investing activities                  (4,872)       (15,583)
Cash flows from financing activities:
  Net (decrease) increase in deposits                  (6,375)        21,293
  Net increase in short-term borrowings                 1,574          1,536
                                                      -------        -------
Net cash (used in) provided by
  financing activities                                 (4,801)        22,829
Net (decrease) increase in
  cash and cash equivalents                            (9,036)         6,880
Cash and cash equivalents
  as of beginning of year                              23,930          5,855
                                                      -------        -------
Cash and cash equivalents as of June 30,              $14,894        $12,735
                                                      =======        =======

Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest                                            $   503        $   571
  Income taxes                                            166              -
Noncash items:
  Change in unrealized gains for securities
   available-for-sale, net of taxes of $7                 (12)            34
</TABLE>

The accompanying notes are an integral part of these statements.



                  NOTES TO FINANCIAL STATEMENTS

Note 1.  General

     1st Colonial Bancorp, Inc. (the "Company") was organized as
of February 26, 2002 pursuant to the filing of Articles of
Incorporation with the Department of State of the Commonwealth
of Pennsylvania.  Prior to June 30, 2002, the Company did not
have any material assets or liabilities.  On June 30, 2002, the
Company acquired 1st Colonial National Bank (the "Bank")
pursuant to the merger of the Bank with and into Interim 1st
Colonial National Bank ("Interim"), a wholly-owned subsidiary of
the Company.  The acquisition was part of the reorganization of
the Bank from a stand-alone national bank to a bank holding
company structure.  The reorganization was approved by the
Office of the Comptroller of the Currency and by the Federal
Reserve Bank of Philadelphia on June 6, 2002.

     In the reorganization, each existing shareholder of the
Bank received an equal number of shares of the Company's common
stock in exchange for his or her Bank common stock.  The shares
of the Company's common stock issued in the reorganization were
registered under the Securities Act of 1933, as amended,
pursuant to the Company's Registration Statement No. 333-84114
filed with the SEC.

     The reorganization was accounted for in a manner similar to
a pooling of interests.  Accordingly, the accompanying
consolidated financial statements of the Company are identical
to the financial statements of the Bank.

     On and after the date of reorganization and merger, the
Bank's current business and operations have remained unchanged.
All of the directors of the Company are directors of the Bank.

Note 2.  Summary of Significant Accounting Policies

     The consolidated financial statements include the accounts
of the Company and its wholly owned subsidiary, 1st Colonial
National Bank.  Any material intercompany balances and
transactions have been eliminated in consolidation.

     In the opinion of management, the accompanying unaudited
financial statements contain adjustments consisting only of
normal recurring adjustments, necessary to present fairly the
consolidated financial position of the Company as of June 30,
2002 and December 31, 2001 and the consolidated results of
operations for the three and six month periods ended June 30,
2002 and 2001.  The accounting policies and reporting practices
of the Company are in accordance with accounting principles
generally accepted in the United States of America and have been
followed on a consistent basis.

     The accompanying financial statements have been prepared in
accordance with instructions for Form 10-QSB and accordingly do
not include all of the detailed schedules, information and notes
necessary for a fair presentation of financial condition,
results of operations and cash flows in accordance with
accounting principles generally accepted in the United States of
America.

     The results of operations for the three and six months
ended June 30, 2002 are not necessarily indicative of the
results to be expected for the full year.

Note 3.  Earnings Per Share

     Basic earnings per common share is calculated on the basis
of the weighted average number of common shares outstanding.
Diluted earnings per common share includes dilutive common stock
equivalents as computed under the treasury stock method using
average common stock prices for the respective period.  Options
and warrants to purchase 136,935 and 118,877 shares of common
stock were outstanding at June 30, 2002 and 2001, respectively,
and to the extent dilutive, were included in the computation of
earnings per diluted common share.

     The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per common share
calculations.

         (Amounts are in thousands except per share data)

<TABLE>
<CAPTION>
                                               Three months      Six months
                                                   ended            ended
                                                 June 30,         June 30,
                                              --------------   --------------
                                               2002     2001    2002     2001
                                              ------    ----   ------   -----

                                           <c>      <c>     <c>      <c>
Numerator:
  Net Income                                  $  143   $ 111   $  252   $ 161

Denominator for basic earnings per share-
  weighted average shares                      1,025     893    1,025     893

Effect of dilutive securities:
  Director and employee stock options             14       2       11       1
  Warrants                                         0       0        0       0

Denominator for diluted earnings per
  share- adjusted weighted average
  shares and assumed exercised                 1,039     895    1,036     894

Basic earnings per share                      $ 0.14   $0.12   $ 0.25   $0.18
Diluted earnings per share                    $ 0.14   $0.12   $ 0.24   $0.18
</TABLE>

     The following warrants and options were issued by the Bank
with respect to Bank common stock.  Pursuant to the Agreement
and Plan of Reorganization and Merger dated as of March 5, 2002
among the Company, the Bank and Interim, as of June 30, 2002
these outstanding warrants and stock options became warrants and
stock options to purchase the common stock of the Company.

     Warrants were issued to the Bank's underwriter in
connection with its initial public offering of common stock in
June 2000.  Total warrants outstanding at June 30, 2002 entitled
the holders to purchase 88,000 shares of common stock at a
purchase price of $10.55 per share.  The warrants are
exercisable over a period of five years commencing on June 29,
2001.

     On June 29, 2000, the Bank issued stock options to the
Bank's employees entitling them to purchase a total of 15,621
shares of Bank common stock.  These options will vest and become
exercisable in five equal annual installments commencing on the
first anniversary of the date of grant and continuing on each
successive anniversary of such date.  These options are
exercisable at $7.27 per share for a period of ten years after
the grant date.

     On June 29, 2000, the Bank also issued stock options to the
Bank's directors entitling them to purchase a total of 4,743
shares of Bank common stock.  These options are exercisable at
$7.27 per share for a period of ten years after the date of the
grant.  These options have fully vested.

     In April 2001, options to purchase a total of 6,600 shares
of Bank common stock were granted to the Bank's directors at an
exercise price of $9.09 per share.  These options are fully
vested and expire ten years from the date of the grant.

     In June 2001, options to purchase a total of 3,913 shares
of Bank common stock were granted to certain Bank employees at
an exercise price of $9.09 per share, of which 20% become vested
on each anniversary of the grant date.

     On February 20, 2002, options to purchase a total of 10,000
shares of common stock were granted to certain Bank employees at
an exercise price of $10.25 per share, of which 20% become
vested on each anniversary of the grant date.

     On June 17, 2002, options to purchase a total of 8,058
shares of common stock were granted to the Bank's directors at
an exercise price of $9.58 per share.  These options become
fully vested in eleven months and expire ten years from the date
of the grant.

Note 4.  Allowance for Loan Losses

     The allowance for loan losses represents the amount which,
in management's judgment, is necessary to cover estimated loan
losses.  Management performs a quarterly assessment of the
credit portfolio in order to determine the appropriate level of
the allowance.  The factors considered in this evaluation
include, but are not necessarily limited to, estimated losses
from loans; general economic conditions; deterioration in credit
concentration or pledged collateral; historical loss experience;
and trends in portfolio volume, maturity, composition,
delinquencies, and non-accruals.  While management uses
available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in
economic conditions or any other factors used in management's
determination.  In addition, various regulatory agencies, as an
integral part of their examination process, periodically review
the Bank's allowance for losses on loans.  Such agencies may
require the Bank to recognize additions to the allowance based
on their judgment about information available to them at the
time of their examination.  Losses are charged directly against
the allowance as soon as probability of loss is established,
taking into consideration such factors as the customer's
financial condition, underlying collateral and guarantees.
Recoveries on previously charged off loans are added to the
allowance.

Note 5.  Litigation

     At June 30, 2002, the Company was neither engaged in any
existing nor aware of any pending material legal proceedings.
From time to time, the Company is a party to legal proceedings
within the normal course of business wherein it enforces its
security interest in loans made by it, and other matters of a
similar nature.

Note 6.  Recent Accounting Pronouncements

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and
Other Intangible Assets."   SFAS No. 142 addresses financial
accounting and reporting for acquired goodwill and other
intangible assets and supersedes APB Opinion No. 17, "Intangible
Assets."  It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in
financial statements upon their acquisition.  SFAS No. 142 also
addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the
financial statements.

     The provisions of SFAS No. 142 are required to be applied
starting with fiscal years beginning after December 15, 2001,
except that goodwill and intangible assets acquired after
June 30, 2001 will be subject immediately to the nonamortization
and amortization provisions of SFAS No. 142.  There was no
impact on the Company's earnings, financial condition, or equity
upon adoption of SFAS No. 132 on January 1, 2002.

     In August 2001, the FASB issued SFAS No. 144, "Accounting
for Impairment or Disposal of Long-Lived Assets."  SFAS No. 144
addressed financial accounting and reporting for the impairment
or disposal of long-lived assets.  SFAS No. 144 supercedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the
disposal of a segment of a business.  SFAS No. 144 also amends
ARB 51, "Consolidated Financial Statements," to eliminate the
exception to consolidation for a subsidiary for which control is
likely to be temporary.  SFAS No. 144 is effective for financial
statements issued for fiscal years beginning after December 15,
2001 and interim periods within those fiscal years.  There was
no impact on the Company's earnings, financial condition, or
equity upon adoption of SFAS No. 144 on January 1, 2002.

     In April 2002, the FASB issued SFAS No. 145 "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections."  This Statement rescinds
FASB Statement No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," and an amendment of that Statement,
FASB Statement NO. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements."  This Statement also rescinds FASB
Statement No. 44, "Accounting for Intangible Assets of Motor
Carriers."  This Statement amends FASB Statement No. 13,
"Accounting for Leases," to eliminate an inconsistency between
the required accounting for sale-leaseback transaction and the
required accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback
transactions.  This Statement also amends other existing
authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability
under changed conditions.

     The provisions of this Statement related to the rescission
of Statement No. 4 shall be applied in fiscal years beginning
after May 15, 2002.  Any gain or loss on extinguishment of debt
that was classified as an extraordinary item in prior periods
presented that does not meet the criteria of Opinion 3- for
classification as an extraordinary item shall be reclassified.
Early application of the provisions of this Statement related to
the rescission of Statement 4 is encouraged.

     The provisions in paragraphs 8 and 9(c) of this Statement
related to Statement 13 shall be effective for transactions
occurring after May 15, 2002, with early application encouraged.
All other provisions of this Statement shall be effective for
financial statements issued on or after May 15, 2002, with early
application encouraged.

     Early application of the provisions of this Statement may
be as of the beginning of the fiscal year or as of the beginning
of the interim period in which this Statement is issued.  The
Bank does not expect the adoption of this Statement to have an
impact on it earnings, financial condition or equity.

     In June 2002, the FASB issued SFAS No. 146 "Accounting for
Costs Associated with Exit or Disposal Activities."  This
Statement requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan.  The
standard nullifies Emerging Issues Task Force (EITF) Issue
No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)."

     The provisions of this Statement are to be applied
prospectively for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged.  The
Bank does not expect the adoption of this Statement to have an
impact on it earnings, financial condition or equity.



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

GENERAL

     The Company has only recently been formed and had no
material assets until its acquisition of the Bank on June 30,
2002.  Therefore, prior to June 30, 2002 it had no results of
operations.  Accordingly, the following discussion and analysis
relates to the financial condition and results of operations of
the Bank, and should be read in conjunction with the financial
statements and related notes appearing on the preceding pages as
well as in the Bank's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001 filed with the Office of the
Comptroller of the Currency (the "OCC").  Unaudited results of
operations for the three and six month periods ended June 30,
2002 are compared to the unaudited results of operations for the
comparable periods ended June 30, 2001.  Such information is
based upon the historical financial information available as of
the dates indicated.  Results of operations for the three and
six month periods ended June 30, 2002 are not necessarily
indicative of results to be attained for any other period.

     Statements regarding the Bank's expectations as to
financial results and other aspects of its business set forth in
this Form 10-QSB or otherwise made in writing or orally by the
Bank may constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Although the Bank believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual
results will not differ materially from its expectations.
Factors that might cause or contribute to such differences
include, but are not limited to, uncertainty of future
profitability, changing economic conditions and monetary
policies, uncertainty of interest rates, risks inherent in
banking transactions, competition, extent of government
regulations, and delay in or failure in obtaining regulatory
approvals.

     The Company is a bank holding company, and its only
subsidiary is the Bank. The Bank conducts community banking
activities by accepting deposits from the public and investing
the proceeds in loans and investment securities.  The Bank's
lending products include commercial loans and lines of credit,
consumer and home equity loans, and multi-family residential and
non-residential real estate loans.  In order to manage its
liquidity and interest rate risk, the Bank maintains an
investment portfolio consisting of municipal, U.S. government
and mortgage-backed securities, most of which are investment
grade.  The Bank's loan and investment portfolios are funded
with deposits as well as collateralized borrowings secured by
the Bank's investment securities.  The Bank's earnings are
largely dependent upon its net interest income (the difference
between what it earns on its loans and investments and what it
pays on its deposits and borrowings).  In addition to net
interest income, the Bank's net income is impacted by its loan
loss provision, non-interest income (mostly deposit fees and
income from sale of loans held for sale) and non-interest
expense (such as salaries and benefits, professional fees,
occupancy cost and data processing expenses).

     The Bank's only branch is located at 1040 Haddon Avenue,
Collingswood, New Jersey.  At June 30, 2002, the Bank had 13
full-time and 2 part-time employees

CRITICAL ACCOUNTING MATTERS

     The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and
expenses during the reporting period.  Actual results could
differ from those estimates.

     The allowance for loan losses is established through a
provision for loan losses charged to operations.  The allowance
is maintained at a level that management believes will be
adequate to absorb estimated losses on existing loans based on
the collectibility of the loans and prior loss experience.
Management uses significant estimates to determine the allowance
for loan losses.  Management's evaluations consider such factors
as changes in the nature and volume of the portfolio, overall
portfolio quality, review of specific problem loans, and current
economic conditions that may affect the borrowers' ability to
pay.  Loans are charged against the allowance when they are
determined to be uncollectible.

     In addition, regulatory authorities, as an integral part of
their examinations, periodically review the allowance for loan
losses.  They may require additions to the allowance based upon
their judgments about information available to them at the time
of examination.

     Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, as well as operating
loss carryforwards.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years 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 include the enactment date.  A
valuation allowance is established against deferred tax assets
when, in the judgment of management, it is more likely that not
that such deferred tax assets will not become available.

     The realizability of deferred tax assets is dependent upon
various factors, including the generation of future taxable
income, the existence of taxes paid and recoverable, the
reversal of deferred tax liabilities, and tax planning
strategies.  Based upon these and other factors, management
determined during 2001 that it is more likely than not that the
Bank will realize the benefits of these deferred tax assets and,
as a result, removed the previously established valuation
allowance.

FINANCIAL CONDITION

     The Bank's assets totaled $75.2 million at June 30, 2002,
as compared to $79.8 million at December 31, 2001, a decrease of
$4.6 million or 5.8%. The Bank's assets at June 30, 2002,
consisted primarily of cash and cash equivalents, including
federal funds sold, which totaled $14.9 million, investment
securities, which totaled $12.1 million and loans, which totaled
$47.6 million.  The Bank's premises and equipment totaled
$449,000 at June 30, 2002, consisting primarily of leasehold
improvements.  The Bank's assets at December 31, 2001 consisted
primarily of cash and cash equivalents, including federal funds
sold, which totaled $23.9 million, investment securities which
totaled $18.4 million, and loans which totaled $36.6 million.

     During the first six months of 2002, the Company redeployed
funds from lower yielding investments to higher yielding
commercial loans.  In addition, the Company used federal funds
to fund the decline in deposits, which totaled $60.9 million at
June 30, 2002, as compared to $67.3 million at December 31,
2001, a decrease of $6.4 million or 9.5%.  This decrease was the
direct result of a decline in two large deposit accounts that
experienced significant growth in the last week of 2001.  Non-
interest bearing demand deposits totaled $16.7 million and
interest-bearing demand deposits totaled $18.7 million at
June 30, 2002, as compared to $10.6 million and $12.4 million,
respectively, at December 31, 2001.  This increase in demand
deposits was the result of funds shifting out of savings
deposits, including money market deposits.  Savings deposits
totaled $11.9 million and certificates of deposit totaled $13.6
million at June 30, 2002, as compared to $30.2 and $14.1
million, respectively, at December 31, 2001.

RESULTS OF OPERATIONS

     Net income for the three months ended June 30, 2002 was
$143,000 as compared to $111,000 for the comparable prior
period.  Net interest income increased by $301,000 to $748,000,
primarily due to a $19.3 million increase in average earning
assets.  Total loans, the highest yielding asset, increased
$22.1 million or 86.8% from the previous period.  Total
investment securities decreased $2.3 million or -154.7% from
June 30, 2001.  The Bank's net interest margin was 4.46% for the
quarter ended June 30, 2002 as compared to 3.72% during the
quarter ended June 30, 2001.  As the loan portfolio continued to
increase, the provision for loan losses increased to $75,000 for
the three months ended June 30, 2002 compared to $30,000 for the
prior period.  Non-interest income, primarily service charges on
deposit accounts, other fees and gains on sale of mortgages held
for sale, increased $17,000 to $37,000 for the quarter ended
June 30, 2002.  Gains on sale of investments declined $59,000
from the prior period.  Non-interest expense increased to
$472,000 for the three months ended June 30, 2002 compared to
$386,000 for the prior period.  Most of this increase related to
growth-related increases in data processing costs and postage
and courier fees.  The Bank also recorded income tax expense for
the three months ended June 30, 2002 of $96,000.  The Bank did
not record any income tax expense in the prior period.

     For the six months ended June 30, 2002, net income
increased $91,000 or 56.5% to $252,000 from the prior period.
Net interest income was $1.4 million compared to $848,000 for
the comparable prior period.  This was primarily due to an
increase of $27.0 million or 66.2% in average earning assets.
Average loans outstanding were $42.8 million for the period as
compared to $19.6 million in the prior period.  As the asset mix
changed from the prior period, income on fed funds sold and
investments declined from the prior period to $83,000 (from
$221,000) and $368,000 (from $415,000), respectively.  As a
result of the growth in the loan portfolio, the loan loss
provision was $175,000 for the six months ended June 30, 2002,
an increase of $100,000 or 133.3% from the prior period.
Average interest bearing liabilities increased from $31.3
million to $50.5 million, an increase of $19.1 million or 61.2%.
At the same time, due to an overall decline in market interest
rates, the average cost of funds declined from 3.9% to 1.9%.
Non-interest income for the period was $68,000 as compared to
$106,000 for the prior period.  The Bank recorded gains on sales
of investments of $65,000 in the six month period ending
June 30, 2001 as compared to $1,000 in the current period.
Income for deposit fees, gains on sale of mortgage loans and
other charges and fees increased $26,000 to $67,000 for the
current period, an increase of 63.4%.  This increase is
attributable to increased activity due to growth and a change in
pricing strategy.

     Non-interest expense increased 26.5% to $908,000 for the
six months ended June 30, 2002.  This increase is primarily due
to growth related factors.  Regulatory fees and FDIC insurance
increased 128.9% to $22,000.  With only one location, the Bank
depends on outside couriers to pick up remote customers'
business.  Courier related fees increased $14,000 to $21,000, an
increase of 199.2%.  EDP expenses increased 55.7% to $83,000. As
loan activity has increased, loan expenses have increased
$21,000 to $40,000, an increase of 110.5%.  Legal expenses
increased 72.2% to $31,000 as compared to $18,000 in the prior
period.  Fees to outside directors were $12,000 for the period.
We did not pay directors fees in the previous period.

     For the six month period ending June 30, 2002, the Company
recorded an income tax expense of $169,000.  The Company did not
record any tax expense in the prior period.

LIQUIDITY

     Liquidity represents the ability to meet present and future
financial obligations through either the sale or maturity of
existing assets or the acquisition of additional funds through
deposits and borrowings.  Liquid assets include cash, federal
funds sold, securities classified as available for sale, and
loans maturing within one year.  As a result of the Bank's
management of liquid assets, and the ability to generate
liquidity through deposits and borrowings, management believes
that the Bank maintains overall liquidity sufficient to satisfy
its deposit requirements and meet its customers' credit needs.

     At June 30, 2002, cash, securities classified as available
for sale, and federal funds sold were 35.5% of total assets.
Asset liquidity is also provided by managing loans and the
maturity of investment securities.  To the extent possible,
loans are funded with deposits or other funding with coinciding
maturity or repricing dates.

     Net cash provided by operating activities for the six
months ended June 30, 2002 was $637,000 as compared to a deficit
of $366,000 in the prior period.  The change in net cash
provided by operating activities relates primarily to the change
in the level of mortgage loans held for sale and an increase in
the provision for loan and lease losses.  Net cash used in
investing activities was $4.9 million compared to $15.6 million
in the prior period.  The net change was due to proceeds from
maturing investments being used to fund planned deposit
attrition.  Funds used in financing activities were $4.8 million
for the period ended June 30, 2002 compared to funds provided by
financing activities of $22.8 million for the prior period.  The
primary reason was an anticipated decline in deposit balances
that built up during the quarter ended December 31, 2001.

CAPITAL RESOURCES

     The assessment of capital adequacy depends on a number of
factors such as asset quality, liquidity, earnings performance,
changing competitive conditions, economic forces and growth and
expansion activities.  The Bank seeks to maintain a capital base
to support its growth and expansion activities, to provide
stability to current operations and to promote public
confidence.

     The Bank's capital position exceeds regulatory minimums.
The primary indicators relied on by the Office of the
Comptroller of the Currency and other bank regulators in
measuring strength of capital position are the Tier 1 Risk-Based
Capital Ratio, Total Risk-Based Capital Ratio and Leverage
Ratio.  Tier 1 Capital consists of common and qualifying
preferred stockholders equity less goodwill.  Total Capital
consists of Tier 1 Capital, and a portion of the allowance for
possible loan losses.  Risk-based capital ratios are calculated
with reference to risk weighted assets, which consist of both on
and off balance sheet risks (such as letters of credit and
unused lines of credit).

     The Bank manages capital ratios to exceed regulatory
minimums.  The Bank's Tier 1 Risk-Based Capital Ratio was 13.8%
at June 30, 2002.  The Bank's Total Risk-Based Capital Ratio was
14.7% at June 30, 2002.  These ratios are in excess of the
mandated minimum requirements of 4.00% and 8.00% respectively.
The Leverage Ratio consists of Tier 1 capital divided by
quarterly average assets.  At June 30, 2002, the Bank's Leverage
Ratio was 9.8%, which exceeded the required minimum leverage
ratio of 8.00%.  Management anticipates these ratios to decline
as capital is leveraged in support of deposit and asset growth.
The 8.0% leverage ratio requirement (which will reduce to 4.0%
on June 30, 2003) may limit the Bank's ability to establish or
acquire additional branches, and to otherwise grow its assets.

     The following table shows the Bank's regulatory capital
ratios and shareholders' equity to total assets as of June 30,
2002:

                                                June 30, 2002
                                             Regulatory   Actual
                                               Minimum     Ratio

Tier 1 risk-based capital ratio                 4.0%       13.8%
Total risk-based capital ratio                  8.0%       14.7%
Tier 1 leverage ratio                           8.0%        9.8%
Shareholders' equity to total assets            None        9.3%

     The Company intends to raise additional capital in 2002 by
selling common stock.  Accordingly, the Company has filed a
Registration Statement with the Securities and Exchange
Commission.  Most of the net proceeds from the sale of such
stock will be contributed to the Bank and used to fund the
Bank's continued growth and to provide the necessary capital to
allow the Bank to continue to grow its deposits and meet its
minimum regulatory capital levels.  On July 29, 2002, the Bank
signed an agreement of sale to purchase a property in Westville,
New Jersey that it intends to operate as a branch pending
regulatory approvals and the completion of construction
improvements.  The Bank is also considering establishing
additional branches in 2003.  Such proceeds will also enable the
Bank to increase its lending capacity.



                   PART II - OTHER INFORMATION

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

     The shareholders of the Company executed an Action by
Unanimous Written Consent of Shareholders dated June 12, 2002,
in which the Company's shareholders unanimously approved the
Agreement and Plan of Reorganization (the "Merger Agreement")
pursuant to which the Company became the sole shareholder of the
Bank and the shareholders of the Bank received an equal number
of shares of the common stock of the Company in exchange for
their shares of the common stock of the Bank.

     The shareholders also unanimously fixed the number of
directors of the Company at eight, and elected Gerard M.
Banmiller, Thomas A. Clark III and Letitia G. Colombi as Class I
directors of the Company to serve until the Company's annual
meeting of shareholders to be held in 2005.  Linda M. Rohrer,
Gerald J. DeFelicis, John J. Donnelly, IV, Eduardo F. Enriquez
and Stanley H. Molotsky are the remaining directors of the
Company whose term of office as a director continued after the
date of the Action.

Item 5.  Other Information

     Pursuant to the Merger Agreement, on June 30, 2002 the
Company acquired the Bank pursuant to the merger of the Bank
with and into Interim 1st Colonial National Bank, a wholly-owned
subsidiary of the Company.  This acquisition was part of the
reorganization of the Bank from a stand-alone national bank to a
bank holding company structure.  The reorganization was approved
by the Office of the Comptroller of the Currency and by the
Federal Reserve Bank of Philadelphia on June 6, 2002.

     In the reorganization, each existing shareholder of the
Bank received an equal number of shares of Company common stock
in exchange for his or her Bank common stock.  The shares of
Company common stock issued in the reorganization were
registered pursuant to the Company's Registration Statement
No. 333-84114 filed with the SEC.

     Prior to, on and after the date of the reorganization and
merger, the Bank's current business and operations have remained
unchanged.  All of the directors of the Company are directors of
the Bank.  All of the costs and expenses of the reorganization
were paid for by the Bank.  The Bank still operates from its
sole location at 1040 Haddon Avenue, Collingswood, New Jersey
under the name "1st Colonial National Bank."

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits

Number    Title

  2.1     Agreement and Plan of Reorganization and Merger dated
          as of March 5, 2002 between 1st Colonial National Bank
          and 1st Colonial Bancorp, Inc.  (Incorporated by
          reference to Exhibit 2.1 to 1st Colonial Bancorp,
          Inc.'s Registration Statement No. 333-84114 on
          Form S-4 filed with the Securities and Exchange
          Commission.)

  3.1     Articles of Incorporation of 1st Colonial Bancorp,
          Inc. (Incorporated by reference to Exhibit 3.1 to 1st
          Colonial Bancorp, Inc.'s Registration Statement on
          Form S-4 filed with the Securities and Exchange
          Commission (No. 333-84114)

  3.2     Bylaws of 1st Colonial Bancorp, Inc. (Incorporated by
          reference to Exhibit 3.2 to 1st Colonial Bancorp,
          Inc.'s Registration Statement on Form S-4 filed with
          the Securities and Exchange Commission)
          (No. 333-84114)

  4.1     Form of certificate evidencing shares of 1st Colonial
          Bancorp, Inc. 1st Colonial Bancorp, Inc.'s Common Stock
          (Incorporated by reference to Exhibit 4.1 to 1st
          Colonial Bancorp, Inc.'s Registration Statement on
          Form S-4 filed with the Securities and Exchange
          Commission) (No. 333-84114)

     (b)  Reports on Form 8-K

          None.



                            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 COLONIAL BANCORP, INC.


Date:  August 14, 2002        By /s/Gerard M. Banmiller
                                 -------------------------------
                                 Gerard M. Banmiller
                                 President and
                                   Chief Executive Officer

Date: August 14, 2002         By /s/Robert C. Faix
                                 -------------------------------
                                 Robert C. Faix
                                 Senior Vice President and
                                   Chief Financial Officer



                    CERTIFICATION PURSUANT TO

                     18 U.S.C. SECTION 1350

                     AS ADOPTED PURSUANT TO

           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of 1st Colonial Bancorp,
Inc. (the "Company") on Form 10-QSB for the period ended
June 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), each of the
undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to his knowledge:

1.   The Report fully complies with the requirements of
     Section 13(a) or 15(d) of the Securities Exchange Act of
     1934; and

2.   The information contained in the Report fairly presents, in
     all material respects, the financial condition and results
     of operation of the Company.



/s/ Gerard M. Banmiller,
-------------------------------------
President and Chief Executive Officer



/s/ Robert C. Faix,
-------------------------------------
Senior Vice President and
  Chief Financial Officer

Dated: August 14, 2002