<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                _________________
                                    FORM 10-Q
                                _________________



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 2003.

                                       or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                  For the transition period from _____to_____.


                         Commission File number 1-10518


                   INTERCHANGE FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

       New Jersey                                       22-2553159
_______________________________                        _________________
(State or other jurisdiction of                        (I.R.S. Employer
incorporation  or organization)                       Identification No.)

Park 80 West/Plaza Two, Saddle Brook, NJ                    07663
________________________________________               _________________
(Address of principal executive offices)                 (Zip Code)

                                                  (201) 703-2265
                      ____________________________________

              (Registrant's telephone number, including area code)

                                      None
____________________________________________________________________________
Former name, former address and former fiscal year, if changed since last report


Indicate by checkmark  whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  report)  and (2) has been  subject  to such  filing
requirements for the past 90 days. Yes X  No ____


The number of outstanding shares of the Registrant's  common stock, no par value
per share, as of May 12, 2003, was 12,789,195 shares.

<PAGE>

                   INTERCHANGE FINANCIAL SERVICES CORPORATION


                                      INDEX


PART I      FINANCIAL INFORMATION
                                                                       Page No.
  Item 1    Financial Statements

            Consolidated Balance Sheets as of
            March 31, 2003 (unaudited) and December 31, 2002 . . . . . . . . 1

            Consolidated Statements of Income for the three months
            ended March 31, 2003 (unaudited)  and March 31, 2002 (unaudited).2

            Consolidated Statements of Changes in
            Stockholders' Equity for the three months ended
            March 31, 2003 (unaudited) and March 31, 2002 (unaudited) . . . .3

            Consolidated Statements of Cash Flows for the three months
            ended March 31, 2003 (unaudited)  and March 31, 2002 (unaudited).4

            Notes to Consolidated Financial Statements (unaudited) . . . . . 5

  Item 2    Management's Discussion and Analysis of Financial
            Condition and Results of Operations . . . . . . . . . . . . . . 10

  Item 3    Quantitative and Qualitative Disclosures About Market Risk
            (Disclosures about quantitative and qualitative market risk
            are located in Management's Discussion and Analysis of
            Financial Condition and Results of Operation in the section
            on Market Risk). . . . . . . . . . . . . . . . . . .  . . . . . 19


  Item 4    Controls and Procedures . . . . . . . . . . . . . . . . . . .   24

PART II     OTHER INFORMATION

  Item 1    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 25

  Item 2    Changes in Securities and Use of Proceeds.  . . . . . . . . . . 25

  Item 3    Defaults upon Senior Securities . . . . . . . . . . . . . . . . 25

  Item 4    Submission of Matters to a Vote of Security Holders . . . . . . 25

  Item 5    Other Information . . . . . . . . . . . . . . . . . . . . . . . 25

  Item 6    Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . .25

            Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .26
<PAGE>
<TABLE>

Item 1: Financial Statements
Interchange Financial Services Corporation
________________________________________________________________________________

CONSOLIDATED BALANCE SHEETS
________________________________________________________________________________
(dollars in thousands)
<CAPTION>
                                                  March 31,     December 31,
                                                    2003            2002
                                                  __________    _____________
                                                 (unaudited)
<S>                                              <C>            <C>
Assets
Cash and due from banks                            $ 24,125         $ 23,266
Interest earning deposits                            15,000              -
Federal funds sold                                   31,800           10,650
                                                   _________     ____________
Total cash and cash equivalents                      70,925           33,916
                                                   _________     ____________

Securities held to maturity at amortized cost
 (estimated market value of $28,050 and $29,590
 for March 31, 2003 and December 31, 2002,
   respectively)                                     26,803            28,192
                                                  __________      ____________
Securities available for sale at estimated market
 value (amortized cost of $216,357 and $217,924
 for March 31, 2003 and December 31, 2002,
 respectively)                                      223,010           224,320
                                                  __________       ___________

Loans and leases (net of unearned income and
 deferred fees of $7,830 and $8,657 for
 March 31, 2003 and December 31, 2002,
 respectively)                                       606,739          615,641
 Less:  Allowance for loan and lease losses            7,226            7,207
                                                  __________       __________
Net loans and leases                                 599,513          608,434
                                                  __________       __________


Bank owned life insurance                             21,551           21,274
Premises and equipment, net                           10,585           10,512
Foreclosed real estate and other repossesed assets       197              176
Goodwill                                               1,538            1,447
Intangible assets                                        213              231
Accrued interest receivable and other assets           8,532            7,830
                                                  __________       __________
Total assets                                        $962,867         $936,332
                                                  ==========       ==========

Liabilities
Deposits
Non-interest bearing                                $118,216         $118,578
Interest bearing                                     722,699          697,094
                                                  __________       __________
Total deposits                                       840,915          815,672

Securities sold under agreements to repurchase        15,956           17,389
Long-term borrowings                                  10,000           10,000
Accrued interest payable and other liabilities        12,554           12,591
                                                   __________       _________
Total liabilities                                    879,425          855,652
                                                   __________       _________
Commitments and contingent liabilities

Stockholders' equity:
Common stock, without par value; 22,500,000
     shares authorized;
     9,839,682 and 9,815,207 shares issued and
     outstanding at March 31, 2003 and
     December 31, 2002, respectively                  5,397             5,397
Capital surplus                                      21,178            21,097
Retained earnings                                    65,588            63,314
Accumulated other comprehensive income                3,720             3,596
                                                    ________       __________
                                                      95,883           93,404
Less:  Treasury stock                                 12,441           12,724
                                                    ________       __________
Total stockholders' equity                            83,442           80,680
                                                    ________       __________
Total liabilities and stockholders' equity          $962,867         $936,332
                                                    ========       ==========
_____________________________________________________________________________
   See notes to consolidated financial statements.

</TABLE>
                                  1

<PAGE>
<TABLE>

Interchange Financial Services Corporation
______________________________________________________________________________
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31,
______________________________________________________________________________
(dollars in thousands, except per share data)
(unaudited)
<CAPTION>

                                                     2003            2002
                                                  __________     ____________
<S>                                               <C>             <C>

Interest income
Interest and fees on loans                          $ 10,857         $ 11,014
Interest on federal funds sold                            63               53
Interest on interest earning deposits                     12                -
Interest and dividends on securities
    Taxable interest income                            2,283            2,504
    Interest income exempt from federal income
    taxes                                                179              126
    Dividends                                             56               47
                                                  __________        _________
Total interest income                                 13,450           13,744
                                                  __________        _________

Interest expense
Interest on deposits                                   3,407            4,384
Interest on securities sold under agreements to
 repurchase                                               86               49
Interest on short-term borrowings                          -              140
Interest on long-term borrowings                         105              103
                                                  __________        _________
Total interest expense                                 3,598            4,676
                                                  __________        _________


Net interest income                                    9,852            9,068
Provision for loan and lease losses                      265              225
                                                  __________        _________
Net interest income after provision for loan
losses                                                 9,587            8,843
                                                  __________        _________

Non-interest income
Service fees on deposit accounts                         653              614
Net gain on sale of securities                             -              187
Net gain on sale of loans and leases                     198               30
Bank owned life insurance                                278              221
Commissions on sale of annuities and mutual funds        213               52
Other                                                    502              457
                                                  __________        _________

Total non-interest income                              1,844            1,561
                                                  __________        _________


Non-interest expense
Salaries and benefits                                  3,628            3,259
Occupancy                                                928              864
Furniture and equipment                                  253              285
Advertising and promotion                                315              425
Foreclosed real estate                                     -                6
Amortization of intangible assets                         19               13
Other                                                  1,384            1,280
                                                  __________        _________

Total non-interest expense                             6,527            6,132
                                                  __________        _________

Income before income taxes                             4,904            4,272
Income taxes                                           1,548            1,332

Net income                                           $ 3,356          $ 2,940
                                                  ==========        =========

Basic earnings per common share                        $0.34            $0.30
                                                        ====             ====

Diluted earnings per common share                      $0.34            $0.30
                                                        ====             ====
______________________________________________________________________________
See notes to consolidated financial statements.
                                     2
</TABLE>

<PAGE>

<TABLE>

Interchange Financial Services Corporation
___________________________________________________________________________________________________________________________________
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended Ended March 31,
___________________________________________________________________________________________________________________________________
(dollars in thousands, except per share data)
(unaudited)
<CAPTION>
                                                                                Accumulated
                                                                                  Other
                                                   Comprehensive    Retained  Comprehensive  Common    Capital   Treasury
                                                      Income        Earnings      Income      Stock    Surplus    Stock      Total
                                                  ______________  ___________ _____________ ________   ________  _________  _______
<S>                                                <C>             <C>        <C>           <C>       <C>       <C>       <C>
Balance at January 1, 2002                                            $54,758        $1,156   $5,397    $20,993   $(4,071)  $68,233
Comprehensive income
  Net Income                                             $2,940         2,940                                                 2,940
  Other comprehensive income, net of taxes
    Unrealized losses on AFS debt securities               (551)
    Less: realized gains on disposition of
    securities                                             (117)
                                                  _____________
  Other comprehensive income, net of taxes                 (668)                      (668)                                   (668)
                                                  _____________
Comprehensive income                                     $2,272
                                                  =============

Dividends on common stock                                                (979)                                                 (979)

Issued 21,069 shares of common stock in
  connection with Executive Compensation Plan                                                                66       244       310

Exercised 10,625 option shares                                                                              (63)      123        60

Issued 107,877 shares of common stock in
  connection with the acquisition of certain
  assets and assumption of certain liabilities
  of Monarch Capital  Corporation                                                                           131     1,244     1,375

Purchased 18,150 shares of common stock                                                                              (235)     (235
                                                                      _______    __________    _____    _______  _________   _______
    Balance at March 31, 2002                                          56,719           488    5,397     21,127   (12,695)   71,036

    Comprehensive income
       Net Income                                        $9,937        9,937                                                  9,937
       Other comprehensive income, net of taxes
        Unrealized  gains on AFS debt securities          3,588
        Less: realized gains on disposition of
        securities                                         (480)
                                                       _________
       Other comprehensive income
                                                          3,108                       3,108                                   3,108
                                                        ________

    Comprehensive income                                 $13,045
                                                        ========
    Dividends on common stock                                         (3,342)                                                (3,342)

    Exercised 14,533 option shares                                                                          (30)      168       138
    Purchased 11,400 shares of common stock                                                                          (197)     (197)
                                                                       ________   _________    _____   ________   ________   ______
    Balance at December 31, 2002                                        63,314        3,596    5,397     21,097    12,724)   80,680

    Comprehensive income
       Net Income                                        $3,356          3,356                                                 3,356
       Other comprehensive income, net of taxes
         Unrealized gains on AFS debt securities           143

       Minimum pension liability adjustment                (19)
                                                      __________
       Other comprehensive income
                                                           124                         124                                      124
                                                      __________

    Comprehensive income                                 $3,480
                                                      ==========

    Dividends on common stock                                           (1,082)                                              (1,082)
    Issued 20,833 shares of common stock in
    connection with Executive Compensation Plan                                                         109         245         354
    Exercised 3,740 option shares                                                                       (28)         38          10
                                                                       ________  _________ ________  ________   __________  ________
    Balance at March 31, 2003
                                                                        $65,588    $3,720   $5,397   $21,178   $(12,441)    $83,442
                                                                       ========  ========== ======== ========    =========  ========

___________________________________________________________________________________________________________________________________
See notes to consolidated financial statements.
</TABLE>

                                     3
<PAGE>
<TABLE>

Interchange Financial Services Corporation
___________________________________________________________________________________________________________________________________
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,
___________________________________________________________________________________________________________________________________
(dollars in thousands)
(unaudited)
<CAPTION>
                                                                                    2003           2002
                                                                                  __________     _________

<S>                                                                              <C>            <C>

Cash flows from operating activities
Net income                                                                            $ 3,356      $ 2,940
Adjustments to reconcile net income to net cash provided by operating activities
    Depreciation and amortization                                                         357          367
    Amortization of securities premiums                                                   776          407
    Accretion of securities discounts                                                     (77)         (71)
    Amortization of premiums in connection with acquisition                                18           13
    Provision for loan losses                                                             265          225
    Increase in cash surrender value of Bank Owned Life Insurance                        (277)        (221)
    Origination of Loans available for sale                                            (4,068)           -
    Sale of loans available for sale                                                    4,173            -
    Net gain on sale of securities                                                          -         (187)
    Net gain on sale of loans                                                            (198)         (30)
    Net gain on sale of fixed assets                                                       10            -
Decrease (increase) in operating assets
    Accrued interest receivable                                                          (209)        (289)
    Accounts receivable- leases sold                                                        -        4,921
    Other                                                                                (725)        (665)
(Decrease) increase in operating liabilities
    Accrued interest payable                                                               12         (135)
    Other                                                                                 (49)        2,074
                                                                                  ___________     _________

Cash provided by operating activities                                                   3,364        9,349
                                                                                  ___________     _________

Cash flows from investing activities
(Payments for) proceeds from
    Purchase of loans                                                                     -        (14,930)
    Net repayments (originations) of loans                                              7,499       (5,467)
    Sale of loans                                                                       1,196          345
    Purchase of securities available-for-sale                                         (12,947)     (31,796)
    Maturities of securities available-for-sale                                        13,893       11,708
    Sale of securities available for sale                                                   -        3,159
    Maturities of securities held-to-maturity                                           1,311        3,908
    Purchase of fixed assets                                                             (413)        (525)
    Sale of reposessed assets                                                              33           91
    Premium in connection with acquisition                                                 -        (1,861)
                                                                                  ____________  __________
Cash used in investing activities                                                      10,572      (35,368)
                                                                                  ____________  __________
Cash flows from financing activities
Proceeds from (payments for)
    Deposits in excess of withdrawals                                                  25,243       28,422
    Securities sold under agreements to repurchase and other borrowings                 8,275       22,656
    Retirement of securities sold under agreement to repurchase and
      other borrowings                                                                 (9,708)     (23,756)
    Minimum pension liability, net of taxes                                               (19)           -
    Dividends                                                                          (1,082)        (979)
    Treasury stock                                                                          -         (235)
    Common stock issued                                                                   354        1,685
    Exercise of option shares                                                              10           60
                                                                                 _____________  __________
Cash provided by financing activities                                                  23,073       27,853
                                                                                 _____________  __________

Increase in cash and cash equivalents                                                  37,009        1,834
Cash and cash equivalents, beginning of year                                           33,916       22,211
                                                                                 _____________  __________
Cash and cash equivalents, end of period                                              $70,925      $24,045
                                                                                 =============  ==========

Supplemental disclosure of cash flow information:
Cash paid for:
    Interest                                                                           $3,586       $6,410
    Income taxes                                                                           45            -

Supplemental disclosure of non-cash investing activities:
    Loans transferred to foreclosed real estate and other
      repossessed assets                                                                   54           69
    Stock issued for net assets purchased                                                   -        1,375
__________________________________________________________________________________________________________
See notes to consolidated financial statements.                                     4
</TABLE>
                                     4

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003
                                   (Unaudited)

1. Basis of  Presentation

     The accompanying  unaudited  consolidated  financial statements include the
accounts of  Interchange  Financial  Services  Corporation  and its wholly owned
subsidiaries (on a consolidated  basis,  the 'Company")  including its principal
operating  subsidiary,  Interchange Bank (the "Bank"), and have been prepared in
conformity with accounting principles generally accepted in the United States of
America  ("GAAP")  and in  accordance  with the  rules  and  regulations  of the
Securities  and  Exchange  Commission.  Pursuant to such rules and  regulations,
certain  information  or  footnotes  necessary  for a complete  presentation  of
financial  condition,  results of operations  and cash flows in conformity  with
GAAP have been condensed or omitted.  These  consolidated  financial  statements
should  be read in  conjunction  with the  financial  statements  and  schedules
thereto  included in the annual  report on Form 10-K of the Company for the year
ended December 31, 2002.

     The  consolidated  financial data for the three months ended March 31, 2003
and 2002,  are unaudited but reflect all  adjustments  consisting of only normal
recurring  adjustments  which  are,  in the  opinion of  management,  considered
necessary  for a fair  presentation  of the  financial  condition and results of
operations  for the  interim  periods.  The  results of  operations  for interim
periods are not  necessarily  indicative of results to be expected for any other
period or the full year.

2. Earnings Per Common Share

     Basic  earnings  per common  share  represents  income  available to common
stockholders divided by the weighted-average number of common shares outstanding
during the period.  Diluted earnings per common share reflects additional common
shares that would have been outstanding if dilutive  potential common shares had
been  issued,  as well as any  adjustment  to income that would  result from the
assumed  issuance.  Potential  common  shares  that may be issued by the Company
relate  solely  to  outstanding  stock  options,  and are  determined  using the
treasury stock method.

3. Legal  Proceedings

     The Company is a party to routine  litigation  involving various aspects of
its business, none of which, in the opinion of management, is expected to have a
material  adverse impact on the  consolidated  financial  condition,  results of
operations or liquidity of the Company.
                                     5
<PAGE>


4. Recent Accounting  Pronouncements

     On April 30, 2003, the Financial  Accounting  Standards Board (FASB) issued
Statement No. 149,  "Amendment of Statement  133 on Derivative  Instruments  and
Hedging  Activities"  ("SFAS  149").  SFAS 149  amends and  clarifies  financial
accounting  and  reporting  for  derivative   instruments,   including   certain
derivative instruments embedded in other contracts  (collectively referred to as
derivatives)   and  for  hedging   activities  under  FASB  Statement  No.  133,
"Accounting  for Derivative  Instruments and Hedging  Activities"  ("SFAS 133").
This  Statement is effective for contracts  entered into or modified  after June
30, 2003,  except for contracts  that relate to SFAS 133  implementation  issues
that have been  effective for fiscal  quarters that began prior to June 15, 2003
and for hedging  relationships  designated  after June 30, 2003. The adoption of
SFAS 149 is not expected to have a material impact on the financial  position or
results of  operations  of the Company  because  the  Company  does not have any
derivative activity.

5. Cash Dividend

     The Company declared a cash dividend of $0.11 per share,  which was paid on
March 28, 2003 to shareholders of record as of March 14, 2003.

6. Stock Based  Compensation

     The Company  accounts  for stock  option  plans under the  recognition  and
measurement  principles of APB Opinion No. 25.  "Accounting  for Stock Issued to
Employees," and related  interpretations.  No stock-based employee  compensation
costs are reflected in net income,  as all options granted under those plans had
an exercise  price equal to the market value of the  underlying  common stock on
the date of grant.  The following  table  illustrates  the effect net income and
diluted  earnings  per common  share if the  Company  had applied the fair value
recognition  provisions of FASB Statement No. 123, " Accounting for  Stock-Based
Compensation," to stock-based compensation for the quarters ended March 31, 2003
and 2002:

(in thousands, except share data) (unaudited)
                                     6
<PAGE>
<TABLE>
<CAPTION>

(in thousands, except share data) (unaudited)
                                _____________________________
                                  For the three months ended
                                          March 31,
                                    2003               2002
                                ___________   _____________
<S>                             <C>             <C>

Net Income
    As reported                      $3,356          $2,940
    Less: Total stock-based
    compensation 71pense determined
    under the fair value method
    for all rewards, net of related
    tax effects                          71              39
                                     _______         _______
    Pro-forma                        $3,356          $2,940
                                     =======         =======

Diluted earnings per common share
    As reported                       $0.34          $ 0.30
    Less: Total stock-based
    compensation expense determine
    under the fair value method for
    all rewards, net of related
    tax effects                        0.01            0.01
    Pro-forma                      ========          =======
                                      $0.33           $0.29
                                   ========          =======

</TABLE>


The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for grants for the three months ended March 31, 2003 and 2002,
respectively:  dividend yield of 2.48% and 2.37%;  expected volatility of 24.80%
and 25.12%;  risk-free interest rate of 3.44% and 4.65%; and expected lives of 7
years.  The effects of applying these  assumptions in determining  the pro-forma
net income may not be  representative of the effects on pro-forma net income for
future years.

7.  Subsequent Events

On April 30, 2003 the Company  completed its  acquisition of Bridge View Bancorp
("Bridge  View"),  a  Bergen  County-based  bank  holding  company  with  eleven
locations.  At March 31, 2003, Bridge View had  approximately  $301.5 million of
total  assets,  $30.3  million of capital and $269.5  million of  deposits.  The
aggregate  purchase  price paid to Bridge View  shareholders  was  approximately
$85.0 million and consisted of approximately 2.9 million shares of the Company's
common stock and $33.5 million in cash. The transaction will be accounted for as
a purchase  and the cost in excess of net assets  acquired  will be allocated to
identified intangible assets and goodwill.


                                     7
<PAGE>

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

General

     The  following  discussion  is an  analysis of the  consolidated  financial
condition  and results of  operations  of the Company for the three months ended
March 31, 2003 and 2002, and should be read in conjunction with the consolidated
financial  statements and notes thereto included in Item 1 hereof.  In addition,
you should read this section in  conjunction  with  Management's  Discussion and
Analysis and Results of Operations  included in the Company's 2002 Annual Report
on Form 10-K.

Forward Looking Information

     In  addition  to  discussing  historical  information,  certain  statements
included  in  or  incorporated  into  this  report  relating  to  the  financial
condition,  results of  operations  and  business of the  Company  which are not
historical facts may be deemed  "forward-looking  statements" within the meaning
of the Private  Securities  Litigation Reform Act of 1995. When used herein, the
words "anticipate,"  "believe,"  "estimate,"  "expect," "will" and other similar
expressions  (including  when  preceded  or  followed  by the  word  "not")  are
generally intended to identify such forward-looking  statements. Such statements
are  intended to be covered by the safe harbor  provisions  for  forward-looking
statements  contained  in such Act,  and we are  including  this  statement  for
purposes  of  invoking  these  safe  harbor  provisions.   Such  forward-looking
statements  include,  but are not limited to, statements about the operations of
the Company,  the adequacy of the Company's allowance for losses associated with
the  loan  portfolio,  the  quality  of the loan  portfolio,  the  prospects  of
continued  loan  and  deposit  growth,   and  improved   credit   quality.   The
forward-looking   statements  in  this  report  involve  certain   estimates  or
assumptions, known and unknown risks and uncertainties, many of which are beyond
the control of the Company, and reflect what we currently anticipate will happen
in each  case.  What  actually  happens  could  differ  materially  from what we
currently anticipate will happen due to a variety of factors,  including,  among
others, (i) increased  competitive pressures among financial services companies;
(ii) changes in the interest  rate  environment,  reducing  interest  margins or
increasing   interest  rate  risk;  (iii)   deterioration  in  general  economic
conditions, internationally, nationally, or in the State of New Jersey; (iv) the
occurrence  of acts of  terrorism,  such as the events of September 11, 2001, or
acts of war; (v)  legislation or regulatory  requirements  or changes  adversely
affecting  the business of the  Company;  (vi) losses in the  Company's  leasing
subsidiary exceeding management's  expectations;  and (vii) other risks detailed
in reports  filed by the Company with the  Securities  and Exchange  Commission.
Readers should not place undue expectations on any  forward-looking  statements.
We  are  not  promising  to  make  any  public  announcement  when  we
                                  8
<PAGE>
consider  forward-looking  statements  in  this  document  to be no  longer
accurate, whether as a result of new information,  what actually happens in
the future or for any other reason.

Company

     The Company is a bank holding company  headquartered in Bergen County,  New
Jersey. The Company's principal operating  subsidiary is Interchange Bank, a New
Jersey-chartered  commercial  bank. In addition to the Bank, the Company has one
other wholly owned direct subsidiary: Clover Leaf Mortgage Company, a New Jersey
corporation,  which is not currently engaged in any business activity.  The Bank
has four direct subsidiaries:  Clover Leaf Investment Corporation, an investment
company  operating  pursuant to New Jersey law;  Clover Leaf  Insurance  Agency,
Inc., a New Jersey corporation engaged in the sale of tax-deferred annuities and
insurance;  Clover Leaf Management Realty Corporation,  a Real Estate Investment
Trust  ("REIT"),  which manages  certain real estate assets of the Company;  and
Interchange  Capital Company,  L.L.C.  ("ICC"),  a New Jersey limited  liability
company  which  engages  in  equipment  lease  financing.   All  of  the  Bank's
subsidiaries are 100% owned by the Bank, except for the REIT, which is 99% owned
by the Bank.

Critical Accounting Policies and Judgments

     The Company's  consolidated  financial statements are prepared based on the
application of certain  accounting  policies,  the most significant of which are
described in Note 1 Accounting  Policies in the Notes to Consolidated  Financial
Statements  and  in  the  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations: Critical Accounting Policies and Judgements
in our 2002  Annual  Report on Form  10-K.  Certain  of these  policies  require
numerous  estimates  and  strategic  or  economic  assumptions  that  may  prove
inaccurate or subject to variations and may  significantly  affect the Company's
reported results and financial position for the period or in future periods. The
use of estimates, assumptions, and judgments are necessary when financial assets
and  liabilities  are required to be recorded  at, or adjusted to reflect,  fair
value.  Assets and liabilities  carried at fair value inherently  result in more
financial statement  volatility.  Fair values and the information used to record
valuation  adjustments  for certain assets and  liabilities  are based on either
quoted market prices or are provided by other independent  third-party  sources,
when available.  When such  information is not available,  management  estimates
valuation  adjustments primarily by using internal cash flow and other financial
modeling techniques. Changes in underlying factors, assumptions, or estimates in
any of  these  areas  could  have a  material  impact  on the  Company's  future
financial condition and results of operations.
                                  9
<PAGE>


              THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
                              RESULTS OF OPERATIONS

     For the first quarter of 2003,  the Company  reported  earnings per diluted
common share of $0.34,  an increase of 13.3% over the $0.30 reported in the same
period in 2002.  Net income for the three  months  ended March 31, 2003 was $3.4
million, an increase of $416 thousand, or 14.1%, over the same period last year.
The improvement in earnings was largely  provided by an $802 thousand,  or 8.8%,
growth in net  interest  income on a  tax-equivalent  basis for the  three-month
period.  Growth in average interest  earning assets of $85.0 million,  or 10.7%,
along with a stable net interest margin ("margin") of 4.51% versus 4.59% for the
three months ended March 31, 2003 and 2002, respectively,  were the main reasons
for the  improvement  in net  interest  income.  The growth in average  interest
earning assets was funded  primarily  with low cost core deposits,  which are an
essential and cost-effective funding source for the Bank. The margin contraction
of 8 basis points,  or 1.7%,  for the  three-month  period ending March 31, 2003
when compared to the same period in 2002 resulted from average  interest earning
assets repricing faster than our average  interest bearing  liabilities.  A $283
thousand,  or 18.1%,  increase in  non-interest  income also  contributed to the
growth in revenue.

     The growth in  revenues  was  partly  offset by a $395  thousand,  or 6.4%,
increase in non-interest expenses. The increase was due to an increase in salary
and benefits of  approximately  $369 thousand,  or 11.3%,  as a result of normal
promotion  and merit  raises,  an  increase in general  medical  and  retirement
expenses  and  an  increase  in  additional  human  infrastructure  for  planned
expansion.

     For the  three  months  ended  March 31,  2003,  two of the  Company's  key
performance  ratios,  Return on  Average  Assets  ("ROA")  and Return on Average
Equity  ("ROE")  remained  strong when compared to the same period in 2002.  ROA
increased  to 1.42% from 1.38% and ROE was 16.38% as  compared to 16.98% for the
same period last year.

Net Interest Income

     Net  interest  income  is the  most  significant  source  of the Company's
operating income.  Net interest income on a tax-equivalent  basis increased $802
thousand,  or 8.8%,  to $10.0  million for the  quarter  ended March 31, 2003 as
compared  to the same  quarter in  2002.Net  interest  income is  adjusted  to a
taxable  equivalent  basis to recognize the income from tax-exempt  assets as if
the interest  was  taxable,  thereby  allowing a uniform  comparison  to be made
between  yields on assets.  The Company uses an effective tax rate of 34%, which
is adjusted for a "TEFRA"  disallowance.  The tax equivalent adjustment amounted
to $108  thousand and $90  thousand  for the  quarters  ended March 31, 2003 and
2002,  respectively.  The  increase in net  interest  income was due mostly to a
10.7% growth in average interest earning assets. The growth in interest earning
assets was funded
                                  10
<PAGE>
primarily  by deposit  liabilities,  which  grew 10.7% on average  for the first
quarter of 2003 when  compared to the same  quarter in 2003.  The margin,  which
contracted 8 basis points to 4.51% for the first  quarter of 2003 when  compared
to the same  quarter  in 2002,  offset the growth in net  interest  income.  The
margin  contraction  resulted from average  interest  earning  assets  repricing
faster than average interest bearing liabilities. Earning asset yields decreased
80 basis points, while the cost of funds declined 74 basis points.

     Interest income, on a tax-equivalent  basis,  totaled $13.6 million for the
first quarter of 2003, a decrease of $276  thousand,  or 2.0%,  when compared to
the same quarter in 2002.  The  decrease in interest  income was a function of a
decline of 80 basis points in yields on interest earning assets to 6.14% for the
first quarter of 2003 when compared to the same quarter in 2002.  The decline in
interest  earning  asset yields was largely  attributed  to a decrease in market
interest  rates,  prepayments,  amortization  and  maturities  in the  loan  and
securities  portfolio as well as a shift in asset composition.  The decrease was
tempered  by a $85.0  million,  or  10.7%,  growth in  average  interest-earning
assets,  which  occurred  mostly in securities  and loans of $49.1  million,  or
25.4%, and $22.6 million, or 3.8%, respectively.

     Interest expense, which totaled $3.6 million for the first quarter of 2003,
decreased $1.1 million,  or 23.1%, when compared to the same period in 2002. The
decrease in interest  expense was a byproduct of the decline in market  interest
rates particularly short-term rates during 2002. In addition, the composition of
the  Company's  deposits also had a favorable  impact on the Company's  interest
expense.  The deposit composition  combined with lower short-term interest rates
reduced the average rate paid on interest bearing liabilities by 87 basis points
to 1.97% for the quarter  ended March 31, 2003 when  compared to the same period
in 2002.  The interest  expense  benefit  produced by the decline in the cost of
interest  bearing  liabilities more than offset the increase in interest expense
resulting from the growth of deposits. Interest bearing deposits grew on average
$73.3 million, or 11.6%, for the first quarter of 2003 when compared to the same
period in 2002.
                                  11
<PAGE>

<TABLE>
____________________________________________________________________________________________________________________________________
Analysis of Net Interest Income
____________________________________________________________________________________________________________________________________
for the quarter ended March 31,
(dollars in thousands)                                              2003                                  2002
(unaudited)                                           _______________________________________  _____________________________________

<CAPTION>

                                                        Average                    Average     Average                Average
                                                        Balance       Interest      Rate       Balance    Interest      Rate
                             Assets                   ____________  ____________ ____________  _________  _________  __________
<S>                                                   <C>           <C>          <C>           <C>        <C>        <C>

Interest earning assets:
Loans (1)                                                 $614,301       $10,897       7.10 %  $591,674     $11,054        7.47 %
Taxable securities (4)                                     221,386         2,339       4.23     182,438       2,551        5.59
Tax-exempt securities (2) (4)                               20,940           247       4.72      10,774         176        6.53
Interest earning deposits                                    4,333            12       1.11           -           -           -
Federal funds sold                                          21,585            63       1.17      12,668          53        1.67
                                                      ____________  ____________ __________    _________  ___________ __________
     Total interest-earning assets                         882,545        13,558       6.14     797,554     13,834        6.94
                                                                    ____________                          ___________

Non-interest earning assets:
Cash and due from banks                                     22,167                                21,052
Allowance for loan and lease losses                         (7,207)                               (6,568)
Other assets                                                47,958                                38,965
                                                      ____________                             _________
     Total assets                                         $945,463                              $851,003
                                                      ============                             =========

         Liabilities and stockholders' equity
Interest-bearing liabilities
Interest bearing deposits                                 $705,960         3,407       1.93     $632,697     4,384         2.77
Borrowings                                                  26,229           191       2.91       25,880       292         4.51
                                                      ____________  ____________ __________    _________  ___________ __________
     Total interest-bearing liabilities                    732,189         3,598       1.97      658,577     4,676         2.84
                                                                    ____________                          ___________

Non-interest bearing liabilities
Demand deposits                                            118,779                               112,135
Other liabilities                                           12,521                                11,025
                                                      ____________                             _________
     Total liabilities (3)                                 863,489                               781,737
Stockholders' equity                                        81,974                                69,266
                                                      ____________                             _________
     Total liabilities and stockholders' equity           $945,463                              $851,003
                                                      ============                             =========

Net interest income (tax-equivalent basis)                                 9,960       4.17                  9,158          4.10
Tax-equivalent basis adjustment                                            (108)                               (90)
                                                                    ____________                            _______
     Net interest income                                                  $9,852                            $9,068

                                                                   =============

Net interest income as a percent of interest-earning
assets (tax-equivalent basis)                                                          4.51 %                               4.59 %

<FN>
 (1)  Nonaccrual loans and any related interest  recorded have been included
 in  computing  the  average  rate earned on the loan  portfolio.  When
 applicable,   tax  exempt  loans  are  computed  on  a  fully  taxable
 equivalent  basis using the  corporate  federal  tax rate of 34%.
 (2)  Computed  on a fully  taxable  equivalent  basis  using the  corporate
 federal  tax  rate  of 34%.
 (3) All  deposits  are in  domestic  bank
 offices.
 (4) The average balances are based on historical cost and do
 not reflect unrealized gains or losses.
</FN>
</TABLE>

Provision  for Loan and Lease  Losses
     The provision for loan and lease losses represents management's calculation
of the  amount  necessary  to bring  the  allowance  for loan and  lease  losses
("ALLL") to a level that  management  considers  adequate to reflect the risk of
estimated  losses  inherent in the  Company's  loan  portfolio as of the balance
sheet date. A more  detailed  discussion  of the  evaluation  of the ALLL can be
found in the section titled "Allowance for loan and lease losses".  In the first
quarters of 2003 and 2002, the Company's provision for loan and lease losses was
$265 thousand and $225 thousand, respectively.

Non-interest Income
     For the quarter  ended March 31,  2003,  non-interest  income  totaled $1.8
million,  an  increase of $283  thousand,  or 18.1%,  when  compared to the same
period in 2002. The  improvement  was largely due to increases in commissions on
sales of annuities and mutual funds and net gains from the sale of conforming 20
and 30 year  residential  mortgages  through the  Mortgage  Finance  Partnership
Program  ("MPF")  with the  Federal  Home  Loan Bank of $161  thousand  and $137
thousand,  respectively. In addition, an increase in the cash surrender value of
Bank Owned Life Insurance and in syndication fees on leases sold of $57 thousand
and $32 thousand,  respectively,  also contributed to the growth in non-interest
income.  During the quarter the Company did not
                                  12


recognize any gains on the sale of securities as compared to $187 thousand in
gains for the same period in 2002.

Non-interest Expense
     Non-interest expense increased $395 thousand,  or 6.4%, to $6.5 million for
the quarter  ended March 31, 2003 when compared to the same period one year ago.
Contributing to the increase in non-interest  expense were increases in salaries
and  benefits  and  occupancy  expenses  of  $369  thousand  and  $64  thousand,
respectively.  A decline in  advertising  expenses  of $110  thousand  served to
partly offset the aforementioned increases. Advertising was reduced as campaigns
in 2002 for branding and the new branch in Hackensack did not reoccur in 2003.

Income Taxes
     Income tax  expense  as a  percentage  of pre-tax  income was 31.6% for the
three months ended March 31, 2003 as compared to 31.2% for the first  quarter of
2002.
                                  13
<PAGE>

                               FINANCIAL CONDITION

     At March 31,  2003,  the  Company's  total assets were $962.9  million,  an
increase of $26.5  million,  or 2.8%,  from $936.3 million at December 31, 2002.
The growth was  largely in federal  funds sold and  interest  earning  deposits,
which grew $21.2  million  and $15.0  million,  respectively,  during the period
between  March 31,  2003 and  December  31,  2002.  The asset  growth was funded
principally  by a $25.2 million  increase in deposit  liabilities  for March 31,
2003 as compared to December 31, 2002.

Cash and Cash Equivalents

     At March 31, 2003,  cash and cash  equivalents  increased  $37.0 million to
$70.9 million when compared to December 31, 2002. This was largely the result of
financing activities  (reflecting  principally deposit growth less repayments of
borrowings) and operating activities (reflecting net income and changes in other
assets)  generating cash more rapidly than investing  activities  (funding loans
and investment growth) could utilize it. This can be seen more completely on the
accompanying unaudited Statements of Cash Flows.

Securities Portfolio

     Under Statement of Financial  Accounting  Standards No. 115 "Accounting for
Certain  Investments in Debt and Equity  Securities" ("SFAS 115"), each security
is classified as either trading, available-for-sale ("AFS"), or held-to-maturity
("HTM"). The Company has no securities classified as trading. The AFS securities
are recorded at their  estimated fair value.  The after-tax  difference  between
amortized  cost and fair value of AFS  securities  is recorded  as  "accumulated
other comprehensive  income" in the equity section of the balance sheet. The tax
impact of such  adjustment  is  recorded as an  adjustment  to the amount of the
deferred tax liability.  The HTM securities are carried at cost adjusted for the
amortization of premiums and accretion of discounts,  which are recognized as an
adjustment  to income.

     The Company uses its securities portfolio to ensure liquidity for cash flow
requirements,  to manage  interest rate risk, to provide a source of income,  to
ensure  collateral  is available for pledging  requirements  and to manage asset
quality diversification. At March 31, 2003, investment securities totaled $249.8
million and represented 25.9% of total assets, as compared to $252.5 million and
27.0%, respectively, at December 31, 2002. AFS securities comprised 89.3% of the
total  securities  portfolio  at March 31, 2003 as compared to 88.8% at December
31,  2002.  During  the first  quarter  of 2003,  the  Company  did not sell any
securities.
                                  14

<PAGE>

 The following table reflects the composition of the securities portfolio:
 (dollars in thousands)
<TABLE>

                                                ________________________________________________________
                                                                       March 31, 2003
                                                ________________________________________________________
                                                                        (unaudited)
                                                                     Gross       Gross       Estimated
                                                     Amortized    Unrealized    Unrealized     Market
                                                        Cost         Gains      Losses        Value
                                                 ________________  ___________   ___________ ____________
<S>                                              <C>             <C>           <C>           <C>

Securities held to maturity
   Mortgage-backed securities                            $15,481         $563            $10     $ 16,034
   Obligations of U.S. agencies                            1,994           43              -        2,037
   Obligations of states & political subdivisions          9,228          651              -        9,879
   Other debt securities                                     100            -              -          100
                                                 ________________  ___________   ___________ ____________
                                                          26,803        1,257             10       28,050
                                                 ________________  ___________   ___________ ____________
Securities available for sale
   Mortgage-backed securities                             87,020        1,528            283       88,265
   Obligations of U.S. agencies                          103,587        4,527             25      108,089
   Obligations of states & political subdivisions         21,813          945             39       22,719
   Other debt securities                                       -            -              -            -
   Equity securities                                       3,937            -              -        3,937
                                                 ________________  ____________  ___________  ___________
                                                         216,357        7,000            347      223,010
                                                 ________________  ____________  ___________  ___________
    Total securities                                    $243,160       $8,257           $357     $251,060
                                                 ================  ============  ===========  ===========
                                                 __________________________________________________________
                                                                 December 31, 2002
                                                 __________________________________________________________

                                                                     Gross       Gross          Estimated
                                                     Amortized    Unrealized    Unrealized       Market
                                                        Cost         Gains      Losses           Value
                                                 _______________   ____________  ___________ ______________
Securities held to maturity
   Mortgage-backed securities                            $16,437         $667           $ -        $ 17,104
   Obligations of U.S. agencies                            1,991           68             -           2,059
   Obligations of states & political subdivisions          9,664          663             -          10,327
   Other debt securities                                     100            -             -             100
                                                 _______________    ___________  ___________  _____________
                                                          28,192        1,398             -          29,590
                                                 _______________    ___________  ___________  _____________

Securities available for sale
   Mortgage-backed securities                            101,028        1,778           201         102,605
   Obligations of U.S. agencies                           91,577        3,982             -          95,559
   Obligations of states & political subdivisions         21,382          889            52          22,219
   Equity securities                                       3,937            -             -           3,937
                                                 _______________    ___________  __________   _____________
                                                         217,924        6,649           253         224,320
                                                 _______________    ___________  __________   ______________
    Total securities                                    $246,116       $8,047          $253        $253,910

                                                 ===============    ===========  ==========   ==============
</TABLE>
<PAGE>
<TABLE>


    At March 31, 2003, the contractual maturities of HTM securities and AFS securities were as follows:
(dollars in thousands)

                                             Securities                    Securities
                                           Held-to-Maturity           Available-for-Sale
                                        ___________________         _____________________
                                        Amortized    Market         Amortized      Market
                                           Cost       Value            Cost        Value
                                        ___________________         _____________________
<S>                                    <C>         <C>             <C>          <C>
      Within 1 year                     $ 4,887     $ 4,929         $ 19,606     $ 19,584
      After 1 but within 5 years         10,139      10,677          148,210      153,232
      After 5 but within 10 years         7,942       8,465           19,374       19,887
      After 10 years                      3,835       3,979           25,230       26,370
      Equity securities                       -           -            3,937        3,937
                                        ___________________         _____________________
                               Total    $26,803     $28,050         $216,357    $ 223,010
                                        ====================        =====================
</TABLE>

Loans

     Total loans  amounted to $606.7  million at March 31,  2003,  a decrease of
$8.9  million  from  $615.6  million at  December  31,  2002.  The  decline  was
predominately in commercial and residential mortgage loans, which decreased $5.5
million and $5.2 million,  respectively.  Increased loan prepayments as a result
of  the   historically  low  market  interest  rate  environment  and  increased
competition  for these  loans  drove the  decline  in the real  estate  mortgage
portfolios. In addition, the sale of loans through the previously mentioned FHLB
MPF program contributed to the reduction in loans.

     The  following  table  reflects  the  composition  of the  loan  and  lease
portfolio: (dollars in thousand

<TABLE>

                                        ____________________   _________________
                                             March 31,            December 31,
                                               2003                   2002
                                        ____________________   _________________
                                              (unaudited)

Amount of loans by type
     Real estate-mortgage
         1-4 family residential
<S>                                        <C>                   <C>
             First liens                           $96,533             $100,302
             Junior liens                            5,609                6,241
             Home equity                           124,238              125,037
         Commercial                                217,123              222,628
         Construction                               14,400               11,359
                                        ___________________     ________________
                                                   457,903              465,567
                                        ___________________     ________________
     Commercial loans
         Commercial and financial                  105,482              104,542
         Lease financing                            25,480               26,356
                                        ___________________     ________________
                                                   130,962              130,898
                                        ___________________     ________________
     Consumer loans
         Lease financing                            15,012               15,969
         Installment                                 2,862                3,207

                                                    17,874               19,176
                                        ___________________     ________________
               Total                              $606,739             $615,641
                                       ====================   =================

</TABLE>
                                  16

<PAGE>

Nonperforming Assets

     Nonperforming assets are comprised of nonaccrual loans, restructured loans,
foreclosed  real  estate  and  other  repossessed  assets.  At March  31,  2003,
nonperforming  assets amounted to $5.2 million,  a decrease of $0.9 million from
$6.1  million at December 31, 2002.  The  decrease  was due  principally  to the
pay-off  in  full  of  a  non-performing   commercial   loan.   Certain  of  the
nonperforming  assets were  collateralized  by cash, other liquid  collateral or
real estate.  The Company  maintains  liquid  collateral  totaling $1.0 million,
which can be applied  against  losses on certain  acquired  leases  representing
approximately  $1.1 million of nonperforming  assets. The ratio of nonperforming
assets to total loans and foreclosed  real estate and other  repossessed  assets
increased to 0.86% at March 31, 2003 from 1.00% at December 31, 2002.

     The  following  table  lists  nonaccrual  loans,   restructured  loans  and
foreclosed  real  estate and other  repossessed  assets at March 31,  2003,  and
December 31, 2002: (dollars in thousands)

<TABLE>
                                                     _________________          _____________
                                                          March 31,              December 31,
                                                            2003                  2002
                                                     _________________          ______________

<S>                                                  <C>                        <C>

Nonperforming loans                                             $5,013                $5,963
Foreclosed real estate and other repossessed assets                197                   176
                                                      ________________          _____________
      Total nonperforming assets                                $5,210                $6,139
                                                      ================          =============
</TABLE>


Allowance for Loan and Lease Losses

     The allowance  for loan and lease losses  ("ALLL) is  established  through
periodic  charges  to income.  Loan  losses are  charged  against  the ALLL when
management  believes  that  the  probable  future  collection  of  principal  is
unlikely.  Subsequent recoveries,  if any, are credited to the ALLL. If the ALLL
is considered  inadequate to absorb future loan losses on existing loans,  based
on, but not limited to,  increases in the size of the loan portfolio,  increases
in charge-offs  or changes in the risk  characteristics  of the loan  portfolio,
then the provision for loan and lease losses is increased.

     The Company  considers the ALLL of $7.2 million adequate to cover estimated
losses  inherent in the loan  portfolio that may become  uncollectible  based on
management's  evaluations  of the size and current risk  characteristics  of the
loan and lease portfolio as of the balance sheet date. The evaluations  consider
such factors as changes in the composition and volume of the loan portfolio, the
impact  of  changing  economic  conditions  on  the  credit  worthiness  of  the
borrowers,  review of specific problem loans and management's  assessment of the
inherent risk and overall  quality of the loan  portfolio.

     The  following  table  presents the  provisions  for loan and lease losses,
loans charged off and recoveries on loans previously  charged off, the amount of
the allowance,  the average loans  outstanding and certain  pertinent ratios for
the quarters ended March 31, 2003 and 2002: (dollars in thousands)
                                  17
<PAGE>
<TABLE>

                                                               Three months ended
                                                                      March 31,
                                                            _____________________________
                                                                2003              2002
                                                            ____________    _____________
<S>                                                         <C>                <C>

Average loans outstanding                                       $614,301         $591,674
                                                            ============    =============

Allowance at beginning of period                                   7,207            6,569
                                                            ____________    _____________
Loans charged off
     Real estate                                                       6              -
     Commercial and financial                                         25               22
     Commercial lease financing                                      208              479
     Consumer loans                                                    7              -
                                                            ____________    _____________
          Total                                                      247              501
                                                            ____________     ____________
Recoveries of loans previously charged off
     Commercial lease financing                                        1                5
     Consumer loans                                                   -                 1
                                                            ____________     ____________
          Total                                                        1                6
                                                            ____________     ____________
Additions to allowance charged to expense                            265              225
                                                             ___________     ____________
Allowance at end of period                                       $ 7,226      $     6,299
                                                             ============    ============
Allowance to total loans                                            1.19 %          1.05 %
Ratio of net charge-offs to average loans (annualized)              0.16 %          0.33 %

</TABLE>

Deposits

     Deposits, which include non-interest-bearing demand deposits, time deposits
and other interest-bearing  deposits are an essential and cost-effective funding
source for the Company.  The Company  attributes its success in growing deposits
to the emphasis it places on building core customer  relationships by offering a
variety of products  designed to meet the financial needs of its customers based
on their identifiable "life stages".

     At March 31, 2003, total deposits were $840.9 million, an increase of $25.2
million,  or 3.1%,  when  compared to $815.7  million at December 31, 2002.  The
growth in deposits occurred mostly in money market savings and  interest-bearing
demand deposits,  which increased $10.2 million and $8.3 million,  respectively.
In addition,  growth in savings and total time deposits of $3.6 million and $3.5
million, respectively, contributed to the increase in deposits at March 31, 2003
as compared to December 31, 2002. Total time deposits represented 28.6% of total
deposits at March 31, 2003 compared to 29.1% at December 31, 2002.

     For the three months ended March 31, 2003,  the Company's  overall yield on
deposits  declined  by 70 basis  points to 1.65% as  compared to the same period
last year. The decrease was mostly  attributable to a decline in market interest
rates.

     The  following  table  reflects  the  composition  of deposit  liabilities:
(dollars in thousands)
                                  18

<PAGE>
<TABLE>

                                        _______________       ________________
                                             March 31,            December 31,
                                               2003                   2002
                                        _______________       ________________
<S>                                     <C>                   <C>

Non-interest Demand                           $118,218                $118,578
Interest Bearing Demand                        332,322                 323,998
Savings                                         83,873                  80,300
Money Market Savings                            65,617                  55,372
Time Deposits <$100,000                        221,492                 210,727
Time Deposits >$100,000                         19,393                  26,697
                                        ______________        ________________
     Total                                    $840,915                $815,672
                                        ==============        ================
</TABLE>


Item 3:  Quantitative and Qualitative Disclosures About Market Risk

     Market risk is generally  described as the sensitivity of income to adverse
changes in interest rates,  foreign currency  exchange rates,  commodity prices,
and other relevant  market rates or prices.  Market rate  sensitive  instruments
include:  financial  instruments  such as  investments,  loans,  mortgage-backed
securities,   deposits,  borrowings  and  other  debt  obligations;   derivative
financial  instruments,  such as  futures,  forwards,  swaps  and  options;  and
derivative commodity instruments, such as commodity futures, forwards, swaps and
options  that  are  permitted  to  be  settled  in  cash  or  another  financial
instrument.

     The  Company  does not have  any  material exposure  to  foreign  currency
exchange rate risk or commodity  price risk.  The Company did not enter into any
market rate sensitive  instruments for trading purposes nor did it engage in any
trading or  hedging  transactions  utilizing  derivative  financial  instruments
during the first  quarter of 2003.  The  Company's  real estate loan  portfolio,
concentrated  primarily in northern New Jersey,  is subject to risks  associated
with the local and regional  economies.  The Company's  primary source of market
risk  exposure  arises from changes in market  interest  rates  ("interest  rate
risk").

Interest Rate Risk

     Interest  rate risk is generally  described as the exposure to  potentially
adverse  changes in  current  and future net  interest  income  resulting  from:
fluctuations in interest rates; product spreads; and imbalances in the repricing
opportunities  of  interest-rate-sensitive  assets and  liabilities.  Therefore,
managing the Company's  interest rate sensitivity is a primary  objective of the
Company's senior management. The Company's Asset/Liability Committee ("ALCO") is
responsible for managing the exposure to changes in market interest rates.  ALCO
attempts to maintain stable net interest margins by periodically  evaluating the
relationship  between   interest-rate-sensitive   assets  and  liabilities.  The
evaluation,  which is performed at least  quarterly  and presented to the Board,
attempts  to  determine  the impact on net  interest  margin  from  current  and
prospective changes in market interest rates.

     The Company  manages  interest rate risk exposure with the  utilization  of
financial modeling

                                  19
<PAGE>

and simulation  techniques.  These methods assist the Company in determining the
effects of market rate changes on net interest  income and future economic value
of equity.  The  objective  of the Company is to maximize  net  interest  income
within acceptable levels of risk established by policy. The techniques  utilized
for managing exposure to market rate changes involve a variety of interest rate,
pricing and volume assumptions. These assumptions include projections on growth,
prepayment and withdrawal  levels as well as other embedded  options  inherently
found  in  financial  instruments.  The  Company  reviews  and  validates  these
assumptions at least annually or more frequently if economic or other conditions
change.  At March 31, 2003,  the Company  simulated  the effects on net interest
income given an  instantaneous  and parallel shift in the yield curve of up to a
200  basis  point  rising  interest  rate  environment  and an 100  basis  point
declining interest rate environment.  Based on the simulation,  it was estimated
that net interest  income,  over a twelve-month  horizon,  would not decrease by
more than  4.0%.  At March 31,  2003,  the  Company  was  within  policy  limits
established  by the board of directors  for changes in net  interest  income and
future economic value of equity.  The following table illustrates the effects on
net interest income given an instantaneous and parallel shift in the yield curve
of up to a 200 basis point rising  interest  rate  environment  and an 100 basis
point declining interest rate environment:

Net Interest Income Sensitivity Simulation
<TABLE>

                  Percentage Change in Estimated Net Interest
                     Income over a twelve month horizon
                  ___________________________________________
                            March 31,
                       2003           2002
                  ____________  ____________
<S>               <C>           <C>

+200 basis points       -1.8 %      -12.0 %
+100 basis points        1.6 %       -5.2 %
-100 basis points       -4.1 %       -0.4 %
-200 basis points         *          -1.8 %
</TABLE>

* Not simulated due to the historically low interest rate environment.


     The simulation  described  above does not represent a Company  forecast and
should not be relied upon as being  indicative  of expected  operating  results.
These hypothetical estimates are based upon numerous assumptions including:  the
nature  and  timing  of  interest  rate  levels  including  yield  curve  shape;
prepayments on loans and securities;  deposit decay rates;  pricing decisions on
loans and deposits;  reinvestment/replacement  of asset and liability cashflows;
and others.  While  assumptions  are developed  based upon current  economic and
local  market  conditions,  the  Company  cannot make any  assurances  as to the
predictive  nature of these  assumptions  including how customer  preferences or
competitor influences might change.

                                  20
<PAGE>

     Further,  as market  conditions  vary from those assumed in the simulation,
actual results will also differ due to:  prepayment/refinancing levels deviating
from those  assumed;  the  varying  impact of interest  rate  changes on caps or
floors on adjustable rate assets;  the potential effect of changing debt service
levels on customers with adjustable rate loans;  depositor early withdrawals and
product preference changes; and other internal/external variables.  Furthermore,
the  simulation  does not  reflect  actions  that ALCO might take in response to
anticipated  changes in interest rates or  competitive  conditions in the market
place.

     In  addition  to  the  above-mentioned  techniques,  the  Company  utilizes
sensitivity gap analysis as an interest rate risk  measurement.  Sensitivity gap
is determined by analyzing the difference between the amount of interest-earning
assets  maturing or  repricing  within a specific  time period and the amount of
interest  bearing  liabilities  maturing or repricing within that same period of
time. Sensitivity gap analysis provides an indication of the extent to which the
Company's  net  interest  income  may be  affected  by future  changes in market
interest rates.  The cumulative gap position  expressed as a percentage of total
assets provides one relative measure of the Company's interest rate exposure.

     The cumulative gap between the Company's interest-rate-sensitive assets and
its interest-rate-sensitive liabilities repricing within a one-year period was a
negative 7.4% at March 31, 2003.  Since the  cumulative  gap was  negative,  the
Company has a "negative gap" position, which theoretically will cause its assets
to reprice  more slowly than its deposit  liabilities.  In a declining  interest
rate  environment,  interest  costs  may be  expected  to fall  faster  than the
interest received on earning assets, thus increasing the net interest spread. If
interest  rates  increase,  a negative gap means that the  interest  received on
earning assets may be expected to increase more slowly than the interest paid on
the Company's liabilities therefore decreasing the net interest spread.

Capital Adequacy

     The  Company is subject to  capital  adequacy  requirements  imposed by the
Board of Governors of the Federal  Reserve System (the "Federal  Reserve");  and
the Bank is subject  to similar  capital  adequacy  requirements  imposed by the
Federal Deposit Insurance  Corporation (the "FDIC"). The Federal Reserve and the
FDIC have adopted  risk-based  capital  requirements  for assessing bank holding
company and bank capital adequacy.  These standards define capital and establish
minimum  capital  requirements  in  relation  to assets  and  off-balance  sheet
exposure,  adjusted for credit risk. The risk-based capital standards  currently
in effect are designed to make regulatory capital requirements more sensitive to
differences in risk profiles among bank holding  companies and banks, to account
for off-balance sheet exposure and to minimize  disincentives for holding liquid
assets.   Assets  and  off-balance  sheet  items  are  assigned  to  broad  risk
categories,  each with appropriate  relative risk weights. The resulting capital
ratios  represent  capital as a  percentage  of total  risk-weighted  assets and
off-balance sheet items.
                                  21
<PAGE>

     A banking  organization's total qualifying capital includes two components:
core capital (Tier 1 capital) and supplementary  capital (Tier 2 capital).  Core
capital,  which must comprise at least half of total  capital,  includes  common
shareholders'  equity,  qualifying  perpetual  preferred stock,  trust preferred
securities  (subject  to  certain  limitations)  and  minority  interests,  less
goodwill and any unrealized gains or losses.  Supplementary capital includes the
allowance  for loan losses  (subject to certain  limitations),  other  perpetual
preferred stock, trust preferred  securities that exceed Tier 1 limits,  certain
other capital  instruments and term subordinated  debt. Total capital is the sum
of core and supplementary capital.

     At March 31,  2003,  the  minimum  risk-based  capital  requirements  to be
considered  adequately  capitalized  were 4% for Tier 1 capital and 8% for total
capital.

     Federal banking regulators have also adopted leverage capital guidelines to
supplement the risk-based measures. The leverage ratio is determined by dividing
Tier 1 capital as  defined  under the  risk-based  guidelines  by average  total
assets (non  risk-adjusted)  for the preceding  quarter.  At March 31, 2003, the
minimum leverage ratio requirement to be considered  adequately  capitalized was
3%.

     The capital  levels of the Company and the Bank at March 31, 2003,  and the
two highest capital adequacy levels recognized under the guidelines  established
by the federal  banking  agencies  are  included  in the  following  table.  The
Company's  and the Bank's  ratios all exceeded the  well-capitalized  guidelines
shown in the table.

The Company's and the Bank's capital amounts and ratios are as follows: (dollars
in thousands)

<TABLE>
                                                                                                              To Be "Well
                                                                                                           Capitalized" Under
                                                                                 For Capital               Prompt Corrective
                                                         Actual                Adequacy Purposes             Action Provisions
                                                ____________ ____________    _____________ ___________    ___________   ____________
                                                  Amount         Ratio           Amount        Ratio         Amount        Ratio
                                                ____________ ____________    _____________ ___________    ___________   ____________

<S>                                             <C>          <C>             <C>           <C>            <C>           <C>

As of March 31, 2003:
    Total Capital (to Risk Weighted Assets):

      The Company                                   $85,224        13.46 %        $50,638        8.00 %         N/A          N/A
       The Bank                                      84,153        13.30           50,637        8.00         $63,297        10.00 %
    Tier 1 Capital (to Risk Weighted Assets):
       The Company                                   77,998        12.32           25,319        4.00            N/A          N/A
       The Bank                                      76,926        12.15           25,319        4.00         37,978          6.00
    Tier 1 Capital (to Average Assets):
       The Company                                   77,998         8.30           28,199        3.00            N/A          N/A
       The Bank                                      76,926         8.21           28,126        3.00         46,877          5.00

As of December 31, 2002:
    Total Capital (to Risk Weighted Assets):
       The Company                                  $82,658        13.33 %        $49,619        8.00 %          N/A          N/A
       The Bank                                      80,813        13.00           49,714        8.00        $62,143        10.00 %
    Tier 1 Capital (to Risk Weighted Assets):
       The Company                                   75,451        12.16           24,809        4.00            N/A          N/A
       The Bank                                      73,606        11.84           24,857        4.00         37,286         6.00
    Tier 1 Capital (to Average Assets):
       The Company                                   75,451         8.12           27,864        3.00            N/A          N/A
       The Bank                                      73,606         7.92           27,868        3.00         46,446         5.00


</TABLE>
Liquidity

Liquidity  is the  ability  to  provide  sufficient  resources  to meet all
current financial  obligations and
                                  22
<PAGE>

finance  prospective  business  opportunities.  The Company's liquidity position
over any given  period  of time is a product  of its  operating,  financing  and
investing  activities.  The extent of such  activities  is often  shaped by such
external factors as competition for deposits and demand for loans.

     Financing for the Company's loans and investments is derived primarily from
deposits,  along with interest and principal  payments on loans and investments.
At March 31, 2003,  total deposits  amounted to $840.9  million,  an increase of
$25.2  million,  or 3.1%,  from  December  31, 2002.  In  addition,  the Company
supplemented  the more  traditional  funding  sources with  borrowings  from the
Federal  Home Loan Bank of New York  ("FHLB")  and with  securities  sold  under
agreements to repurchase  ("REPOS").  At March 31, 2003,  advances from the FHLB
and REPOS amounted to $10.0 million and $16.0 million, respectively, as compared
to $10.0  million and $17.4  million,  respectively,  at December 31, 2002.  Net
loans at March 31, 2003 amounted to $599.5 million,  a decrease of $8.9 million,
from $608.4 million at December 31, 2002.

     The Company's  most liquid assets are cash and cash  equivalents.  At March
31, 2003, the total of such assets amounted to $70.9 million,  or 7.4%, of total
assets,  compared to $33.9  million,  or 3.6%,  of total  assets at December 31,
2002.  The  increase  in cash and cash  equivalents  was due  largely to deposit
growth and loan prepayments,  which produced funds that were placed in temporary
investments  and  interest  earning  deposits  pending  investment  in loans and
securities.

     Another  significant  liquidity source is the Company's AFS securities.  At
March 31, 2003 AFS securities  amounted to $223.0  million,  or 89.2%,  of total
securities,  compared  to $224.3  million,  or  88.8%,  of total  securities  at
December 31, 2002.

     In addition to the  aforementioned  sources of  liquidity,  the Company has
available various other sources of liquidity,  including federal funds purchased
from other banks and the Federal Reserve  discount  window.  The Bank also has a
$86.3 million line of credit available through its membership in the FHLB.

  The Company is also party to financial  instruments with off-balance  sheet
risk in the  normal  course  of  business  to meet  the  financing  needs of its
customers.  These  instruments,  which include  commitments to extend credit and
standby  letters of credit,  involve to a varying degree  elements of credit and
interest  rate risk in  excess  of the  amount  recognized  in the  consolidated
statement of condition. Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any  condition  established  in the
contract.  Commitments  generally  have fixed  expiration  dates and may require
collateral from the borrower if deemed necessary by the Company. Standby letters
of credit are  conditional  commitments  issued by the Company to guarantee  the
performance  of a customer to a third party up to a  stipulated  amount and with
specified terms and conditions. Commitments to extend credit and standby letters
of credit are not recorded on the Company's consolidated balance sheet until the
instrument is exercised. At March 31, 2003 outstanding commitments to fund loans
totaled $151.7 million and  outstanding  standby  letters of credit totaled $1.3
million.
                                  23
<PAGE>

     The  Company  maintains  a policy  of paying  regular  cash  dividends  and
anticipates continuing that policy. The Company could, if necessary,  modify the
amount or frequency,  of dividends as an additional  source of liquidity.  There
are imposed dividend  restrictions on the Bank of which are described in Note 17
Restrictions of Subsidiary Bank Dividends in the Notes to Consolidated Financial
Statements in the Company's 2002 Annual Report on Form 10-K. Management believes
that the Company has  sufficient  cash flow and  borrowing  capacity to fund all
outstanding  commitments  and letters of credit and to maintain proper levels of
liquidity.

Item 4.  Controls and Procedures

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management,  including the Company's Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's   disclosure   controls   and   procedures   (as  defined  in  Section
240.13a-14(c)  and  240.15b-14  (c)).  Based  upon  that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to  the  Company  (including  its  consolidated
subsidiaries) required to be included in the Company's periodic filings with the
Securities and Exchange  Commission.  There were no  significant  changes in our
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date of their evaluation.

                       24
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal  Proceedings
         Reference  is also made to Note 3 of the  Company's
         Consolidated Financial Statements in this Form 10-Q.

Item 2.  Change in Securities and Use of Proceeds
         None

Item 3.  Defaults Upon Senior Securities
         None

Item 4.  Submission of Matters to a Vote of Security Holders
         None

Item 5.  Other Information
         None

Item 6.  Exhibits and Reports on Form 8-K
         (a)  The following exhibits are furnished herewith:
              Exhibit.
              _______
              11   Statement re computation of per share earnings
              99   Certifications Pursuant to Section 906 of the Sarbanes-Oxley
                   Act of 2002

         (b)  Reports on Form 8-K

              During the quarter ended March 31, 2003, the Company filed the
              following Current Report on Form 8-K:

                    On January 22, 2003, Interchange Financial Services
                    Corporation issued a press release reporting earnings for
                    the year and quarter ended December 31, 2002.


                                  25
<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.

Interchange Financial Services Corporation

By:      /s/ Charles T. Field
         ___________________________
         Charles T. Field
         Senior Vice President & CFO
         (Duly Authorized Officer and Principal
         Financial and Accounting Officer)

Dated: May 15, 2003

                                  26

<PAGE>


                      CERTIFICATION OF DISCLOSURE CONTROLS

I, Anthony S. Abbate, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Interchange Financial
     Services Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-14(c) and  15d-14(c))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based
     on our most recent evaluation,  to the registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal  controls;  and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The registrant's other certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 15, 2003                         /s/ Anthony S. Abbate
                                           _____________________________________
                                           President and Chief Executive Officer
                                  27
<PAGE>


                      CERTIFICATION OF DISCLOSURE CONTROLS

I, Charles T. Field, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Interchange Financial
     Services Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-14(c) and  15d-14(c))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent  evaluation,  to the registrant's  auditors and the
     audit  committee  of  registrant's  board  of  directors  (or  persons
     performing the equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in
     this quarterly report whether or not there were significant changes in
     internal controls or in other factors that could significantly  affect
     internal   controls   subsequent  to  the  date  of  our  most  recent
     evaluation,   including   any   corrective   actions  with  regard  to
     significant deficiencies and material weaknesses.


Date: May 15, 2003                                   /s/ Charles T. Field
                                                     ___________________________
                                                     Senior Vice President
                                                     and Chief Financial Officer


                                  28

<PAGE>
<TABLE>

Exhibit 11. Statement re computation of per share earnings
(dollars in thousands, except per share amounts)
(unaudited)




                                  __________________________________________________________________________________
                                                                  Three Months Ended,
                                  __________________________________________________________________________________

                                              March 31, 2003                           March 31, 2002
                                  ______________________________________    ________________________________________
                                                 Weighted        Per                      Weighted        Per
                                                  Average       Share                      Average       Share
                                    Income        Shares       Amount         Income       Shares       Amount
                                  ____________  __________   __________      __________   _________     _____________
<S>                               <C>           <C>          <C>             <C>         <C>           <C>

Basic Earnings per
   Common Share
Income available to
   common shareholders                 $3,356        9,829         $0.34         $2,940        9,777           $0.30
                                                             ============                                ============

Effect of Dilutive Shares
Options issued                              -          139                            -           90

                                  ___________  ____________                   __________   __________
Diluted Earnings per
   Common Share                        $3,356        9,968         $0.34         $2,940        9,867            $0.30
                                  =========== ===============  ==========     =========== ============   ============

</TABLE>

<PAGE>



   Exhibit  99  -   Certification   Pursuant   to  Section   906  of  the
   Sarbanes-Oxley Act of 2002

   In connection with the filing of the Quarterly Report on Form 10-Q for
   the Quarter  Ended  March 31,  2003,  (the  "Report")  by  Interchange
   Financial Services Corporation ("Registrant"), each of the undersigned
   hereby certifies that:

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

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


                                           /s/ Anthony S. Abbate
                                           _____________________________________
                                           Anthony S. Abbate
                                           President and Chief Executive Officer


                                           /s/ Charles T. Field
                                           _____________________________________
                                           Charles T. Field
                                           Senior Vice President and CFO