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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2008

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: 0-51000





OCEAN SHORE HOLDING CO.

(Exact name of registrant as specified in its
charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|United States                                                  |  | 22-3584037                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                           |  |           
|------------------------------------------ |  | ----------
|1001 Asbury Avenue, Ocean City, New Jersey |  | 08226     
|(Address of principal executive offices)   |  | (Zip Code)

(609) 399-0012

(Registrants telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)





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

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one)



|                                              |  |                             
|--------------------------------------------- |  | ----------------------------
|Large Accelerated Filer   ̈                    |  | Accelerated Filer   ̈        
|                                              | 
|Non-Accelerated Filer   ̈                      |  | Smaller Reporting Company  x
|(Do not check if a smaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the Issuers classes of common stock as of the latest practicable date: At July 31, 2008, the registrant had 8,336,355 shares of $0.01 par value common stock outstanding.









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##### Table of Contents

OCEAN SHORE HOLDING CO.

FORM 10-Q

INDEX



|           |  |                                                                                                                                |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                                                |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                                                          |  |     
|           |  |                                                                                                                               
|Item 1.    |  | Financial Statements                                                                                                           |  |     
|           |  |                                                                                                                               
|           |  | Unaudited Condensed Consolidated Statements of Financial Condition at June 30, 2008 and December 31, 2007                      |  | 1   
|           |  |                                                                                                                               
|           |  | Unaudited Condensed Consolidated Statements of Income for the three months and six months ended June 30, 2008 and 2007         |  | 2   
|           |  |                                                                                                                               
|           |  | Unaudited Condensed Consolidated Statements of Changes in Stockholders Equity for the six months ended June 30, 2008 and 2007 |  | 3   
|           |  |                                                                                                                               
|           |  | Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007                      |  | 4   
|           |  |                                                                                                                               
|           |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                                 |  | 5   
|           |  |                                                                                                                               
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                          |  | 17  
|           |  |                                                                                                                               
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                     |  | 29  
|           |  |                                                                                                                               
|Item 4T.   |  | Controls and Procedures                                                                                                        |  | 29  
|           |  |                                                                                                                               
|PART II.   |  | OTHER INFORMATION                                                                                                              |  |     
|           |  |                                                                                                                               
|Item 1.    |  | Legal Proceedings                                                                                                              |  | 29  
|           |  |                                                                                                                               
|Item 1A.   |  | Risk Factors                                                                                                                   |  | 29  
|           |  |                                                                                                                               
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                    |  | 30  
|           |  |                                                                                                                               
|Item 3.    |  | Defaults upon Senior Securities                                                                                                |  | 30  
|           |  |                                                                                                                               
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                            |  | 30  
|           |  |                                                                                                                               
|Item 5.    |  | Other Information                                                                                                              |  | 31  
|           |  |                                                                                                                               
|Item 6.    |  | Exhibits                                                                                                                       |  | 31  
|           | 
|SIGNATURES |  |                                                                                                                               



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION





|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                                                     |  | June 30,2008 |             |   | December 31,2007 |  
|ASSETS                                                                                                                                                                               |  |              |             |   |                  |   |             |  
|                                                                                                                                                                                     |  |             
|Cash and amounts due from depository institutions                                                                                                                                    |  | $            | 10,978,129  |   |                  | $ | 9,540,392   |  
|Federal funds sold                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                                                                                            |  |              | 10,978,129  |   |                  |   | 9,540,392   |  
|Investment securities held to maturity(estimated fair value$12,580 at June 30, 2008; $0 at December 31,
2007)                                                                       |  |              | 12,580      |   |                  |   |            |  
|Investment securities available for sale(amortized cost $14,220,208 at June 30, 2008; $23,362,218 at December 31, 2007)                                                             |  |              | 11,681,195  |   |                  |   | 22,272,694  |  
|Mortgage-backed securities held to maturity(estimated fair value$4,308,994 at June 30, 2008; $4,612,137 at December 31,
2007)                                                       |  |              | 4,394,306   |   |                  |   | 4,656,553   |  
|Mortgage-backed securities available for sale(amortized cost$27,380,172 at June 30, 2008; $31,934,295 at December 31,
2007)                                                         |  |              | 27,331,245  |   |                  |   | 31,986,083  |  
|Loansnet of allowance for loan losses of $2,468,213 at June 30, 2008 and $2,307,225 at December 31, 2007                                                                            |  |              | 567,312,042 |   |                  |   | 528,057,505 |  
|Accrued interest receivable:                                                                                                                                                         |  |              |             |   |                  |   |             |  
|Loans                                                                                                                                                                                |  |              | 2,128,707   |   |                  |   | 2,067,470   |  
|Mortgage-backed securities                                                                                                                                                           |  |              | 142,406     |   |                  |   | 162,095     |  
|Investment securities                                                                                                                                                                |  |              | 328,946     |   |                  |   | 414,532     |  
|Federal Home Loan Bank stockat cost                                                                                                                                                 |  |              | 8,012,700   |   |                  |   | 6,518,500   |  
|Office properties and equipmentnet                                                                                                                                                  |  |              | 10,598,583  |   |                  |   | 9,621,383   |  
|Prepaid expenses and other assets                                                                                                                                                    |  |              | 2,528,133   |   |                  |   | 2,582,282   |  
|Cash surrender value of life insurance                                                                                                                                               |  |              | 10,643,902  |   |                  |   | 10,433,849  |  
|Deferred tax asset                                                                                                                                                                   |  |              | 1,743,753   |   |                  |   | 1,209,248   |  
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|TOTAL ASSETS                                                                                                                                                                         |  | $            | 657,836,627 |   |                  | $ | 629,522,586 |  
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|                                                                                                                                                                                     |  |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                 |  |              |             |   |                  |   |             |  
|                                                                                                                                                                                     |  |             
|LIABILITIES:                                                                                                                                                                         |  |              |             |   |                  |   |             |  
|Non-interest bearing deposits                                                                                                                                                        |  | $            | 59,477,441  |   |                  | $ | 26,809,176  |  
|Interest bearing deposits                                                                                                                                                            |  |              | 354,258,015 |   |                  |   | 388,421,582 |  
|Advances from Federal Home Loan Bank                                                                                                                                                 |  |              | 149,190,000 |   |                  |   | 120,230,000 |  
|Junior subordinated debentures                                                                                                                                                       |  |              | 15,464,000  |   |                  |   | 15,464,000  |  
|Securities sold under agreements to repurchase                                                                                                                                       |  |              | 7,250,000   |   |                  |   | 8,000,000   |  
|Advances from borrowers for taxes and insurance                                                                                                                                      |  |              | 3,228,863   |   |                  |   | 2,832,905   |  
|Accrued interest payable                                                                                                                                                             |  |              | 1,332,694   |   |                  |   | 1,204,878   |  
|Other liabilities                                                                                                                                                                    |  |              | 4,084,304   |   |                  |   | 3,512,931   |  
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|Total liabilities                                                                                                                                                                    |  |              | 594,285,317 |   |                  |   | 566,475,472 |  
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                        |  |              |             |   |                  |   |             |  
|                                                                                                                                                                                     |  |             
|STOCKHOLDERS EQUITY:                                                                                                                                                                |  |              |             |   |                  |   |             |  
|Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued                                                                                                            |  |              |            |   |                  |   |            |  
|Common stock, $.01 par value, 25,000,000 shares authorized, 8,762,742 shares issued; 8,336,355 and 8,362,080 shares outstanding at
June 30, 2008 and December 31, 2007, respectively |  |              | 87,627      |   |                  |   | 87,627      |  
|Additional paid-in capital                                                                                                                                                           |  |              | 38,264,297  |   |                  |   | 37,968,848  |  
|Retained earningspartially restricted                                                                                                                                               |  |              | 34,962,275  |   |                  |   | 33,572,429  |  
|Treasury stockat cost: 426,387 shares at June 30, 2008; 400,662 shares at December 31, 2007                                                                                         |  |              | (5,204,152  | ) |                  |   | (4,939,626  | )
|Common stock acquired by employee benefits plans                                                                                                                                     |  |              | (2,404,490  | ) |                  |   | (2,518,990  | )
|Deferred compensation plans trust                                                                                                                                                    |  |              | (475,521    | ) |                  |   | (460,147    | )
|Accumulated other comprehensive loss                                                                                                                                                 |  |              | (1,678,726  | ) |                  |   | (663,027    | )
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|Total stockholders equity                                                                                                                                                           |  |              | 63,551,310  |   |                  |   | 63,047,114  |  
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                           |  | $            | 657,836,627 |   |                  | $ | 629,522,586 |  
|                                                                                                                                                                                     |  |              |             |   |                  |   |             |  

See notes to unaudited condensed consolidated financial statements.



1



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OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME





|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | ------------------------- | ---- | - | --------- |  | - | ---------- | - |  | - | ----------
|                                                                                                              |  | Three Months Ended June 30, |           | Six Months Ended June 30,
|                                                                                                              |  | 2008                        |           |                           | 2007 |   | 2008      |  |   | 2007      
|INTEREST AND DIVIDEND INCOME:                                                                                 |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Taxable interest and fees on loans                                                                            |  | $                           | 8,147,684 |                           |      | $ | 6,763,276 |  | $ | 16,082,828 |   |  | $ | 13,268,772
|Taxable interest on mortgage-backed securities                                                                |  |                             | 405,247   |                           |      |   | 509,548   |  |   | 851,600    |   |  |   | 1,041,440 
|Non-taxable interest on municipal securities                                                                  |  |                             | 23,394    |                           |      |   | 36,070    |  |   | 46,782     |   |  |   | 72,140    
|Interest and dividends on investment securities                                                               |  |                             | 358,632   |                           |      |   | 628,037   |  |   | 830,630    |   |  |   | 1,283,788 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Total interest and dividend income                                                                            |  |                             | 8,934,957 |                           |      |   | 7,936,931 |  |   | 17,811,840 |   |  |   | 15,666,140
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|INTEREST EXPENSE:                                                                                             |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Deposits                                                                                                      |  |                             | 2,526,247 |                           |      |   | 3,153,520 |  |   | 5,390,159  |   |  |   | 6,245,948 
|Advances from Federal Home Loan Bank, securities sold under agreements to repurchase and other borrowed money |  |                             | 1,783,909 |                           |      |   | 1,110,785 |  |   | 3,471,158  |   |  |   | 2,112,337 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Total interest expense                                                                                        |  |                             | 4,310,156 |                           |      |   | 4,264,305 |  |   | 8,861,317  |   |  |   | 8,358,285 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|NET INTEREST INCOME                                                                                           |  |                             | 4,624,801 |                           |      |   | 3,672,626 |  |   | 8,950,523  |   |  |   | 7,307,855 
|                                                                                                              |  |                             |           |                          
|PROVISION FOR LOAN LOSSES                                                                                     |  |                             | 89,600    |                           |      |   | 75,000    |  |   | 158,600    |   |  |   | 150,000   
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                                                           |  |                             | 4,535,201 |                           |      |   | 3,597,626 |  |   | 8,791,923  |   |  |   | 7,157,855 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|OTHER INCOME:                                                                                                 |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Service charges                                                                                               |  |                             | 442,264   |                           |      |   | 397,879   |  |   | 808,407    |   |  |   | 773,359   
|Cash surrender value of life insurance                                                                        |  |                             | 106,622   |                           |      |   | 92,700    |  |   | 210,053    |   |  |   | 170,600   
|Gain (loss) on sale of securities                                                                             |  |                             | (54,041   | )                         |      |   |          |  |   | (50,251    | ) |  |   |          
|Impairment charge on AFS securities                                                                           |  |                             |          |                           |      |   |          |  |   | (312,965   | ) |  |   |          
|Other                                                                                                         |  |                             | 171,820   |                           |      |   | 146,120   |  |   | 321,997    |   |  |   | 290,918   
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Total other income                                                                                            |  |                             | 666,665   |                           |      |   | 636,699   |  |   | 977,241    |   |  |   | 1,234,877 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|OTHER EXPENSE:                                                                                                |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Salaries and employee benefits                                                                                |  |                             | 2,045,035 |                           |      |   | 1,832,833 |  |   | 3,976,391  |   |  |   | 3,837,283 
|Occupancy and equipment                                                                                       |  |                             | 748,862   |                           |      |   | 719,242   |  |   | 1,511,257  |   |  |   | 1,430,239 
|Federal insurance premiums                                                                                    |  |                             | 11,744    |                           |      |   | 12,629    |  |   | 24,057     |   |  |   | 25,530    
|Advertising                                                                                                   |  |                             | 88,107    |                           |      |   | 120,503   |  |   | 186,169    |   |  |   | 234,074   
|Professional services                                                                                         |  |                             | 156,937   |                           |      |   | 167,937   |  |   | 367,948    |   |  |   | 320,343   
|Charitable contributions                                                                                      |  |                             | 30,000    |                           |      |   | 30,000    |  |   | 60,000     |   |  |   | 60,000    
|Other operating expenses                                                                                      |  |                             | 333,715   |                           |      |   | 325,498   |  |   | 663,495    |   |  |   | 633,117   
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Total other expenses                                                                                          |  |                             | 3,414,400 |                           |      |   | 3,208,642 |  |   | 6,789,317  |   |  |   | 6,540,586 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|INCOME BEFORE INCOME TAXES                                                                                    |  |                             | 1,787,466 |                           |      |   | 1,025,683 |  |   | 2,979,847  |   |  |   | 1,852,146 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|                                                                                                              |  |                             |           |                          
|INCOME TAX EXPENSE                                                                                            |  |                             | 698,919   |                           |      |   | 407,075   |  |   | 1,161,039  |   |  |   | 732,164   
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|NET INCOME                                                                                                    |  | $                           | 1,088,547 |                           |      | $ | 618,608   |  | $ | 1,818,808  |   |  | $ | 1,119,982 
|                                                                                                              |  |                             |           |                           |      |   |           |  |   |            |   |  |   |           
|Earnings per share basic:                                                                                     |  | $                           | 0.14      |                           |      | $ | 0.08      |  | $ | 0.23       |   |  | $ | 0.14      
|Earnings per share diluted:                                                                                   |  | $                           | 0.13      |                           |      | $ | 0.08      |  | $ | 0.22       |   |  | $ | 0.14      



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##### Table of Contents

OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY



FOR THE SIX MONTHS ENDED JUNE 30, 2008



|                                                                                      |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|------------------------------------------------------------------------------------- |  | ----------- | ------ | ------------------------ | - | ---------- | ------------------------------------- |  | - | ------------- | - |  | ------------------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ------------------------------------------ |  | - | ----------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                                      |  | CommonStock |        | AdditionalPaid-InCapital |   |            | RetainedEarnings -PartiallyRestricted |  |   | TreasuryStock |   |  | CommonStockAcquired byEmployeeBenefits Plan |            |   | DeferredCompensationPlansTrust |   |            | AccumulatedOtherComprehensiveIncome (Loss) |  |   | TotalEquity |  
|BALANCEJanuary 1, 2008                                                               |  | $           | 87,627 |                          | $ | 37,968,848 |                                       |  | $ | 33,572,429    |   |  | $                                           | (4,939,626 | ) |                                | $ | (2,518,990 | )                                          |  | $ | (460,147    | ) |  | $ | (663,027   | ) |  | $ | 63,047,114 |  
|Cumulative effect of the adoption of EITF 06-4                                        |  |             |        |                          |   |            |                                       |  |   | (250,194      | ) |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | (250,194   | )
|Comprehensive income:                                                                 |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|Net income                                                                            |  |             |        |                          |   |            |                                       |  |   | 1,818,808     |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 1,818,808  |  
|Other comprehensive loss                                                             |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|Unrealized holding (loss)available for sale securities (net of tax $(659,503))       |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   | (1,203,666 | ) |  |   | (1,203,666 | )
|Reclassification adjustment for other-than-temporary impairment (net of tax $124,998) |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   | 187,967    |   |  |   | 187,967    |  
|                                                                                      |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|Comprehensive income:                                                                 |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 803,109    |  
|Purchase of treasury stock                                                            |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             | (264,526   | ) |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | (264,526   | )
|Unallocated ESOP shares committed to employees                                        |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   | 114,500    |                                            |  |   |             |   |  |   |            |   |  |   | 114,500    |  
|Excess of fair value above cost of ESOP shares committed to be released               |  |             |        |                          |   | (1,603     | )                                     |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | (1,603     | )
|Restricted stock shares                                                               |  |             |        |                          |   | 198,712    |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 198,712    |  
|Stock options                                                                         |  |             |        |                          |   | 98,340     |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 98,340     |  
|Current year dividends declared                                                       |  |             |        |                          |   |            |                                       |  |   | (178,768      | ) |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | (178,768   | )
|Purchase of shares by deferred compensation plans trust                               |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   | (15,374     | ) |  |   |            |   |  |   | (15,374    | )
|                                                                                      |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|BALANCEJune 30, 2008                                                                 |  | $           | 87,627 |                          | $ | 38,264,297 |                                       |  | $ | 34,962,275    |   |  | $                                           | (5,204,152 | ) |                                | $ | (2,404,490 | )                                          |  | $ | (475,521    | ) |  | $ | (1,678,726 | ) |  | $ | 63,551,310 |  
|                                                                                      |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|FOR THE SIX MONTHS ENDED JUNE 30, 2007                                                |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|BALANCEJanuary 1, 2007                                                               |  | $           | 87,627 |                          | $ | 37,299,692 |                                       |  | $ | 30,781,914    |   |  | $                                           | (2,190,882 | ) |                                | $ | (2,747,990 | )                                          |  | $ | (416,420    | ) |  | $ | (263,427   | ) |  | $ | 62,550,514 |  
|Comprehensive income:                                                                 |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|Net income                                                                            |  |             |        |                          |   |            |                                       |  |   | 1,119,982     |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 1,119,982  |  
|Other comprehensive loss                                                             |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|Unrealized holding (loss)  available for sale securities (net of tax ($175,794))     |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   | (270,336   | ) |  |   | (270,336   | )
|                                                                                      |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|Comprehensive income:                                                                 |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 849,646    |  
|Purchase of treasury stock                                                            |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             | (1,156,503 | ) |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | (1,156,503 | )
|Restricted stock APIC adjustment                                                      |  |             |        |                          |   | 18,296     |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 18,296     |  
|Unallocated ESOP shares committed to employees                                        |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   | 114,500    |                                            |  |   |             |   |  |   |            |   |  |   | 114,500    |  
|Excess of fair value above cost of ESOP shares committed to be released               |  |             |        |                          |   | 36,755     |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 36,755     |  
|Restricted stock shares                                                               |  |             |        |                          |   | 198,712    |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 198,712    |  
|Stock options                                                                         |  |             |        |                          |   | 119,839    |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   | 119,839    |  
|Purchase of shares by deferred compensation plans trust                               |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   | (30,080     | ) |  |   |            |   |  |   | (30,080    | )
|                                                                                      |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  
|BALANCEJune 30, 2007                                                                 |  | $           | 87,627 |                          | $ | 37,673,294 |                                       |  | $ | 31,901,896    |   |  | $                                           | (3,347,385 | ) |                                | $ | (2,633,490 | )                                          |  | $ | (446,500    | ) |  | $ | (533,763   | ) |  | $ | 62,701,679 |  
|                                                                                      |  |             |        |                          |   |            |                                       |  |   |               |   |  |                                             |            |   |                                |   |            |                                            |  |   |             |   |  |   |            |   |  |   |            |  

See notes to unaudited condensed consolidated financial statements.



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OCEAN SHORE HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





|                                                                                   |  |                           |             |   |      |   |             |  
|---------------------------------------------------------------------------------- |  | ------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                                   |  | Six Months Ended June 30, |            
|                                                                                   |  | 2008                      |             |   | 2007 |  
|OPERATING ACTIVITIES:                                                              |  |                           |             |   |      |   |             |  
|Net income                                                                         |  | $                         | 1,818,808   |   |      | $ | 1,119,982   |  
|Adjustments to reconcile net income to net cash provided by operating activities:  |  |                           |             |   |      |   |             |  
|Depreciation and amortization                                                      |  |                           | 865,592     |   |      |   | 847,818     |  
|Provision for loan losses                                                          |  |                           | 158,600     |   |      |   | 150,000     |  
|Stock based compensation expense                                                   |  |                           | 409,949     |   |      |   | 488,101     |  
|Impairment charge on AFS securities                                                |  |                           | 312,965     |   |      |   |            |  
|Gain on call of AFS securities                                                     |  |                           | (3,790      | ) |      |   |            |  
|Loss on sale of AFS securities                                                     |  |                           | 54,040      |   |      |   |            |  
|Loss on disposal of office properties and equipment                                |  |                           |            |   |      |   | 408         |  
|Cash surrender value of life insurance                                             |  |                           | (210,053    | ) |      |   | (170,600    | )
|Changes in assets and liabilities which provided (used) cash:                      |  |                           |             |   |      |   |             |  
|Accrued interest receivable                                                        |  |                           | 44,037      |   |      |   | (126,204    | )
|Prepaid expenses and other assets                                                  |  |                           | 54,148      |   |      |   | (1,104,830  | )
|Accrued interest payable                                                           |  |                           | 127,817     |   |      |   | 110,250     |  
|Other liabilities                                                                  |  |                           | 321,179     |   |      |   | 1,267,866   |  
|                                                                                   |  |                           |             |   |      |   |             |  
|Net cash provided by operating activities                                          |  |                           | 3,953,292   |   |      |   | 2,582,791   |  
|                                                                                   |  |                           |             |   |      |   |             |  
|INVESTING ACTIVITIES:                                                              |  |                           |             |   |      |   |             |  
|Principal collected on:                                                            |  |                           |             |   |      |   |             |  
|Mortgage-backed securities available for sale                                      |  |                           | 4,525,873   |   |      |   | 3,825,312   |  
|Mortgage-backed securities held to maturity                                        |  |                           | 261,274     |   |      |   | 277,562     |  
|Loans originated, net of repayments                                                |  |                           | (37,510,774 | ) |      |   | (31,357,456 | )
|Purchases of:                                                                      |  |                           |             |   |      |   |             |  
|Loans receivable                                                                   |  |                           | (2,307,378  | ) |      |   | (1,484,000  | )
|Investment securities held to maturity                                             |  |                           | (12,580     | ) |      |   | (2,955,673  | )
|Investment securities available for sale                                           |  |                           |            |   |      |   | (2,000,000  | )
|Federal Home Loan Bank stock                                                       |  |                           | (2,754,800  | ) |      |   | (988,700    | )
|Office properties and equipment                                                    |  |                           | (1,410,183  | ) |      |   | (116,945    | )
|Life insurance contracts                                                           |  |                           |            |   |      |   | (2,000,000  | )
|Proceeds from sales of:                                                            |  |                           |             |   |      |   |             |  
|Federal Home Loan Bank stock                                                       |  |                           | 1,260,600   |   |      |   | 121,500     |  
|Investment securities AFS                                                          |  |                           | 7,642,571   |   |      |   |            |  
|Proceeds from maturities of:                                                       |  |                           |             |   |      |   |             |  
|Investment securities available for sale                                           |  |                           | 1,137,855   |   |      |   | 3,000,000   |  
|                                                                                   |  |                           |             |   |      |   |             |  
|Net cash (used in) investing activities                                            |  |                           | (29,167,542 | ) |      |   | (33,678,400 | )
|                                                                                   |  |                           |             |   |      |   |             |  
|FINANCING ACTIVITIES:                                                              |  |                           |             |   |      |   |             |  
|(Decrease) increase in deposits                                                    |  |                           | (1,495,303  | ) |      |   | 396,131     |  
|(Decrease) in securities sold under agreements to repurchase                       |  |                           | (750,000    | ) |      |   | (360,000    | )
|Advances from the Federal Home Loan Bank, net                                      |  |                           | 28,960,000  |   |      |   | 18,000,000  |  
|Dividends paid                                                                     |  |                           | (178,768    | ) |      |   |            |  
|Purchase of treasury stock                                                         |  |                           | (264,526    | ) |      |   | (1,156,503  | )
|Purchase of shares by deferred compensation plans trust                            |  |                           | (15,374     | ) |      |   | (30,080     | )
|Increase in advances from borrowers for taxes and insurance                        |  |                           | 395,958     |   |      |   | 420,622     |  
|                                                                                   |  |                           |             |   |      |   |             |  
|Net cash provided by financing activities                                          |  |                           | 26,651,987  |   |      |   | 17,270,170  |  
|                                                                                   |  |                           |             |   |      |   |             |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               |  |                           | 1,437,736   |   |      |   | (13,825,439 | )
|CASH AND CASH EQUIVALENTSBeginning of period                                      |  |                           | 9,540,392   |   |      |   | 33,356,934  |  
|                                                                                   |  |                           |             |   |      |   |             |  
|CASH AND CASH EQUIVALENTSEnd of period                                            |  | $                         | 10,978,129  |   |      | $ | 19,531,495  |  
|                                                                                   |  |                           |             |   |      |   |             |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid during the period for: |  |                           |             |   |      |   |             |  
|Interest                                                                           |  | $                         | 8,733,500   |   |      | $ | 8,248,035   |  
|                                                                                   |  |                           |             |   |      |   |             |  
|Income taxes                                                                       |  | $                         | 916,055     |   |      | $ | 715,000     |  
|                                                                                   |  |                           |             |   |      |   |             |  

See notes to unaudited condensed consolidated financial statements.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial
Statement PresentationThe unaudited condensed consolidated financial statements include the accounts of Ocean Shore Holding Co. (the Company) and its subsidiaries. All significant intercompany balances and transactions have
been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with instructions to Form 10-Q and, therefore, do not include information or footnotes necessary for a complete
presentation of financial position, results of operations, changes in stockholders equity and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all normal recurring adjustments
that, in the opinion of management, are necessary for a fair presentation of the condensed consolidated financial statements have been included. These financial statements should be read in conjunction with the audited consolidated financial
statements and the accompanying notes thereto included in the Companys Annual Report on Form 10-K for the period ended December 31, 2007. The results for the six months ended June 30, 2008 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2008 or any other period.

Use of Estimates in the Preparation of Financial
StatementsThe preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. The most significant
estimates and assumptions relate to the allowance for loan losses and deferred income taxes. Actual results could differ from those estimates.

New
Accounting PronouncementsIn September 2006, the FASB issued Statement No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 (i) defines fair value, (ii) establishes a
framework for measuring fair value in GAAP and (iii) expands disclosure requirements about fair value measurements. SFAS No. 157 is effective for all financial statements issued for fiscal years beginning after November 15,
2007. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. FASB Staff Position (FSP) No 157-2, Effective Date of FASB Statement No. 157, issued in February 2008,
delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in an entitys financial statements on a recurring basis (at least annually),
to fiscal years beginning after November 15, 2008. The Company adopted SFAS No. 157 on January 1, 2008 for assets and liabilities that are not excluded from FSP No. 157-2 and it did not have a material impact on the
Companys financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106 and 132(R). This statement requires an employer to recognize the overfunded or underfunded status of a defined benefit and
postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur as a component of comprehensive income. The statement also requires an employer
to measure the funded status of a plan as of the date of its year-end statement of financial position. The requirement to recognize the funded status of a defined benefit postretirement plan was effective as of the end of the fiscal year ending
after December 15, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employers fiscal year-end statement of financial position is effective for the fiscal years ending after December 15, 2008.
The impact of the adoption of this pronouncement and guidance did not have an effect on the Companys financial position or results of operations.



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In September 2006, the EITF reached a consensus on EITF Issue No. 06-4, The Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (EITF 06-4). EITF 06-4 addresses whether the postretirement benefit associated with an endorsement split-dollar life
insurance arrangement is effectively settled in accordance with Statement of Financial Accounting Standards No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions and APB Opinion No. 12
Omnibus Opinion1967 upon entering into such an arrangement. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The adoption of this guidance effective January 1, 2008 required the Company to
record a cumulative-effect retrospective adjustment to retained earnings and offsetting deferred compensation liability of $250,194.

In February 2007, the
FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, (SFAS No. 159). SFAS No. 159 permits entities to choose to measure financial instruments and certain
other items at fair value. Items eligible for fair value measurement option established by this statement are (i) recognized financial assets and financial liabilities (with some exceptions), (ii) firm commitments that would otherwise not
be recognized at inception and that involve only financial instruments, (iii) nonfinancial insurance contracts and warranties that the insurer can settle by paying a third party to provide those goods or services and (iv) host financial
instruments resulting from separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that begins after
November 15, 2007. The Company adopted SFAS No. 159 on January 1, 2008. SFAS No. 159 did not have an impact on the Companys financial position or results of operation as the Company did not elect to fair value any of its
financial assets and financial liabilities that are not currently required to be measured at fair value.



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2. INVESTMENT SECURITIES

Investment securities are summarized as follows:



|                                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|------------------------------------ |  | ----------------- | ---------- | ------------------- | - | ------------------- |  | - | ------------------- | - |  | - | ----------
|                                     |  | June 30, 2008    
|                                     |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  |   | EstimatedFair Value
|Held to Maturity                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Debt securities:                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Municipal securities                 |  | $                 | 12,580     |                     | $ |                    |  | $ |                    |   |  | $ | 12,580    
|                                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Totals                               |  | $                 | 12,580     |                     | $ |                    |  | $ |                    |   |  | $ | 12,580    
|                                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Available for Sale                   |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Debt securities:                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|U.S. Government and Federal Agencies |  | $                 | 1,111,730  |                     | $ |                    |  | $ | (7,928              | ) |  | $ | 1,103,802 
|Municipal securities                 |  |                   | 1,911,163  |                     |   | 28,302              |  |   |                    |   |  |   | 1,939,465 
|Corporate                            |  |                   | 11,194,719 |                     |   | 56,951              |  |   | (2,672,527          | ) |  |   | 8,579,143 
|Equity securities                    |  |                   | 2,596      |                     |   | 56,189              |  |   |                    |   |  |   | 58,785    
|                                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Totals                               |  | $                 | 14,220,208 |                     | $ | 141,442             |  | $ | (2,680,455          | ) |  | $ | 11,681,195
|                                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|                                     | 
|                                     |  | December 31, 2007
|                                     |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  |   | EstimatedFair Value
|Available for Sale                   |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Debt securities:                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|U.S. Federal Agencies                |  | $                 | 1,199,447  |                     | $ | 551                 |  | $ |                    |   |  | $ | 1,199,998 
|Municipal securities                 |  |                   | 2,956,682  |                     |   | 37,289              |  |   |                    |   |  |   | 2,993,971 
|Corporate                            |  |                   | 11,193,917 |                     |   | 104,888             |  |   | (1,067,758          | ) |  |   | 10,231,047
|Mutual Funds                         |  |                   | 8,012,172  |                     |   | 104,147             |  |   | (268,641            | ) |  |   | 7,847,678 
|                                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Totals                               |  | $                 | 23,362,218 |                     | $ | 246,875             |  | $ | (1,336,399          | ) |  | $ | 22,272,694
|                                     |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           

The following table provides the gross unrealized losses and fair value, aggregated by investment category and
length of time the individual securities have been in a continuous unrealized loss position at June 30, 2008 and December 31, 2007:



|                       |  |                     |           |                     |                     |            |                     |       |                     |           |  |                     |          |                     |  |   |           |  |   |            |  
|---------------------- |  | ------------------- | --------- | ------------------- | ------------------- | ---------- | ------------------- | ----- | ------------------- | --------- |  | ------------------- | -------- | ------------------- |  | - | --------- |  | - | ---------- | -
|                       |  | June 30, 2008       |          
|                       |  | Less Than 12 Months |           |                     | 12 Months or Longer |            |                     | Total |                    
|                       |  | EstimatedFair Value |           | GrossUnrealizedLoss |                     |            | EstimatedFair Value |       | GrossUnrealizedLoss |           |  | EstimatedFair Value |          | GrossUnrealizedLoss | 
|Debt securities -      |  |                     |           |                     |                     |            |                     |       |                     |           |  |                     |          |                     |  |   |           |  |   |            |  
|U. S. Federal Agencies |  | $                   | 1,103,802 |                     | $                   | (7,928     | )                   |       | $                   |          |  | $                   |         |                     |  | $ | 1,103,802 |  | $ | (7,928     | )
|Corporate              |  |                     | 4,251,573 |                     |                     | (2,435,675 | )                   |       |                     | 2,273,030 |  |                     | (236,852 | )                   |  |   | 6,524,603 |  |   | (2,672,527 | )
|                       |  |                     |           |                     |                     |            |                     |       |                     |           |  |                     |          |                     |  |   |           |  |   |            |  
|Totals                 |  | $                   | 5,355,375 |                     | $                   | (2,443,603 | )                   |       | $                   | 2,273,030 |  | $                   | (236,852 | )                   |  | $ | 7,628,405 |  | $ | (2,680,455 | )
|                       |  |                     |           |                     |                     |            |                     |       |                     |           |  |                     |          |                     |  |   |           |  |   |            |  



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|                      |  |                     |           |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |            |  
|--------------------- |  | ------------------- | --------- | ------------------- | ------------------- | -------- | ------------------- | ----- | ------------------- | ---------- |  | ------------------- | -------- | ------------------- |  | - | ---------- |  | - | ---------- | -
|                      |  | December 31, 2007   |          
|                      |  | Less Than 12 Months |           |                     | 12 Months or Longer |          |                     | Total |                    
|                      |  | EstimatedFair Value |           | GrossUnrealizedLoss |                     |          | EstimatedFair Value |       | GrossUnrealizedLoss |            |  | EstimatedFair Value |          | GrossUnrealizedLoss | 
|Debt securities -     |  |                     |           |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |            |  
|U.S. Federal Agencies |  | $                   |          |                     | $                   |         |                     |       | $                   |           |  | $                   |         |                     |  | $ |           |  | $ |           |  
|Corporate             |  |                     | 4,312,534 |                     |                     | (838,008 | )                   |       |                     | 2,280,326  |  |                     | (229,750 | )                   |  |   | 6,592,860  |  |   | (1,067,758 | )
|Mutual Funds          |  |                     |          |                     |                     |         |                     |       |                     | 7,740,935  |  |                     | (268,641 | )                   |  |   | 7,740,935  |  |   | (268,641   | )
|                      |  |                     |           |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |            |  
|Totals                |  | $                   | 4,312,534 |                     | $                   | (838,008 | )                   |       | $                   | 10,021,261 |  | $                   | (498,391 | )                   |  | $ | 14,333,795 |  | $ | (1,336,399 | )
|                      |  |                     |           |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |            |  

Management believes that the estimated fair value of the securities is dependent upon the movement in market
interest rate and the underlying credit rating of issuer and that the unrealized losses are temporary. The determination of whether a decline in market value is other than temporary is necessarily a matter of subjective judgment. The timing and
amount of any realized losses reported in the Companys financial statements could vary if management were to determine that an other than temporary impairment exists.

At June 30, 2008, two debt securities had been in a continuous unrealized loss position for 12 months or longer. Those securities had aggregate depreciation of 9.44% from the Companys amortized cost basis.
The unrealized loss on these debt securities relates principally to the changes in market interest rates and a lack of liquidity currently in the financial markets. Management believes these unrealized losses to be temporary until those markets
have stabilized and that the Company will receive all contractual principal and interest payments related to those investments. The corporate debt securities have no identified credit issues and have a current average credit rating of BBB. As
management has the ability and intent to hold these debt securities until a forecasted recovery, which may be maturity, no decline is deemed to be other than temporary.

During the first quarter of 2008, the Company analyzed the continued decline in the fair value of the Companys investment in its $8.0 million mutual funds portfolio and identified the impairment of these
securities as other than temporary, recording a pretax loss of $312,965 as a charge against operating results. These mutual funds were subsequently sold in the second quarter at an additional pretax loss of $54,000.



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The amortized cost and estimated fair value of debt securities held to maturity and available for sale at June 30,
2008 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



|                                   |  |                  |        |                               |   |               |  |                     |            |  |   |           
|---------------------------------- |  | ---------------- | ------ | ----------------------------- | - | ------------- |  | ------------------- | ---------- |  | - | ----------
|                                   |  | June 30, 2008   
|                                   |  | Held to Maturity |        | Available for Sale Securities
|                                   |  | AmortizedCost    |        | EstimatedFair Value           |   | AmortizedCost |  | EstimatedFair Value
|Due within 1 year                  |  | $                | 12,580 |                               | $ | 12,580        |  | $                   |           |  | $ |          
|Due after 1 year through 5 years   |  |                  |       |                               |   |              |  |                     | 1,111,730  |  |   | 1,103,803 
|Due after 5 years through 10 years |  |                  |       |                               |   |              |  |                     | 1,000,000  |  |   | 805,530   
|Due after 10 years                 |  |                  |        |                               |   |               |  |                     | 12,105,882 |  |   | 9,713,078 
|                                   |  |                  |        |                               |   |               |  |                     |            |  |   |           
|Totals                             |  | $                | 12,580 |                               | $ | 12,580        |  | $                   | 14,217,612 |  | $ | 11,622,411
|                                   |  |                  |        |                               |   |               |  |                     |            |  |   |           



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3. MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are summarized as follows:



|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|------------------------------- |  | ----------------- | ---------- | ------------------- | - | ------------------- |  | - | ------------------- | - |  | - | ----------
|                                |  | June 30, 2008    
|                                |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  |   | EstimatedFair Value
|Held to Maturity                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|GNMA pass-through certificates  |  | $                 | 94,780     |                     | $ | 5,393               |  | $ |                    |   |  | $ | 100,173   
|FHLMC pass-through certificates |  |                   | 512,943    |                     |   | 7,719               |  |   |                    |   |  |   | 520,662   
|FNMA pass-through certificates  |  |                   | 3,786,583  |                     |   | 1,697               |  |   | (100,121            | ) |  |   | 3,688,159 
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Totals                          |  | $                 | 4,394,306  |                     | $ | 14,809              |  | $ | (100,121            | ) |  | $ | 4,308,994 
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|                                |  |                   |            |                    
|Available for Sale              |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|GNMA pass-through certificates  |  | $                 | 2,111,188  |                     | $ | 63,168              |  | $ | (1,181              | ) |  | $ | 2,173,175 
|FHLMC pass-through certificates |  |                   | 6,451,510  |                     |   | 19,354              |  |   | (72,212             | ) |  |   | 6,398,652 
|FNMA pass-through certificates  |  |                   | 18,817,474 |                     |   | 55,414              |  |   | (113,470            | ) |  |   | 18,759,418
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Totals                          |  | $                 | 27,380,172 |                     | $ | 137,936             |  | $ | (186,863            | ) |  | $ | 27,331,245
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|                                | 
|                                |  | December 31, 2007
|                                |  | AmortizedCost     |            | GrossUnrealizedGain |   | GrossUnrealizedLoss |  |   | EstimatedFair Value
|Held to Maturity                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|GNMA pass-through certificates  |  | $                 | 103,571    |                     | $ | 4,534               |  | $ |                    |   |  | $ | 108,105   
|FHLMC pass-through certificates |  |                   | 516,207    |                     |   | 9,568               |  |   |                    |   |  |   | 525,775   
|FNMA pass-through certificates  |  |                   | 4,036,775  |                     |   | 1,915               |  |   | (60,433             | ) |  |   | 3,978,257 
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Totals                          |  | $                 | 4,656,553  |                     | $ | 16,017              |  | $ | (60,433             | ) |  | $ | 4,612,137 
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|                                |  |                   |            |                    
|Available for Sale              |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|GNMA pass-through certificates  |  | $                 | 2,432,790  |                     | $ | 63,388              |  | $ | (1,575              | ) |  | $ | 2,494,603 
|FHLMC pass-through certificates |  |                   | 7,706,702  |                     |   | 13,419              |  |   | (68,518             | ) |  |   | 7,651,603 
|FNMA pass-through certificates  |  |                   | 21,794,803 |                     |   | 126,852             |  |   | (81,778             | ) |  |   | 21,839,877
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           
|Totals                          |  | $                 | 31,934,295 |                     | $ | 203,659             |  | $ | (151,871            | ) |  | $ | 31,986,083
|                                |  |                   |            |                     |   |                     |  |   |                     |   |  |   |           



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The following table provides the gross unrealized losses and estimated fair value, aggregated by investment category and
length of time the individual securities have been in a continuous unrealized loss position, at June 30, 2008 and December 31, 2007:



|                                                  |  |                     |            |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |          |  
|------------------------------------------------- |  | ------------------- | ---------- | ------------------- | ------------------- | -------- | ------------------- | ----- | ------------------- | ---------- |  | ------------------- | -------- | ------------------- |  | - | ---------- |  | - | -------- | -
|                                                  |  | June 30, 2008       |           
|                                                  |  | Less Than 12 Months |            |                     | 12 Months or Longer |          |                     | Total |                    
|                                                  |  | EstimatedFair Value |            | GrossUnrealizedLoss |                     |          | EstimatedFair Value |       | GrossUnrealizedLoss |            |  | EstimatedFair Value |          | GrossUnrealizedLoss | 
|FNMA pass-through certificates- held-to- maturity |  | $                   | 2,605,905  |                     | $                   | (66,192  | )                   |       | $                   | 980,787    |  | $                   | (33,929  | )                   |  | $ | 3,586,692  |  | $ | (100,121 | )
|GNMA pass-through certificates                    |  |                     | 338,951    |                     |                     | (1,181   | )                   |       |                     |           |  |                     |         |                     |  |   | 338,951    |  |   | (1,181   | )
|FHLMC pass-through certificates                   |  |                     | 5,203,147  |                     |                     | (72,212  | )                   |       |                     |           |  |                     |         |                     |  |   | 5,203,147  |  |   | (72,212  | )
|FNMA pass-through certificates                    |  |                     | 14,530,092 |                     |                     | (104,248 | )                   |       |                     | 995,760    |  |                     | (9,222   | )                   |  |   | 15,525,852 |  |   | (113,470 | )
|                                                  |  |                     |            |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |          |  
|Totals                                            |  | $                   | 22,678,095 |                     | $                   | (243,833 | )                   |       | $                   | 1,976,547  |  | $                   | (43,151  | )                   |  | $ | 24,654,642 |  | $ | (286,984 | )
|                                                  |  |                     |            |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |          |  
|                                                  | 
|                                                  |  | December 31, 2007   |           
|                                                  |  | Less Than 12 Months |            |                     | 12 Months or Longer |          |                     | Total |                    
|                                                  |  | EstimatedFair Value |            | GrossUnrealizedLoss |                     |          | EstimatedFair Value |       | GrossUnrealizedLoss |            |  | EstimatedFair Value |          | GrossUnrealizedLoss | 
|FNMA pass-through certificates-held-to- maturity  |  | $                   |           |                     | $                   |         |                     |       | $                   | 3,865,994  |  | $                   | (60,433  | )                   |  | $ | 3,865,994  |  | $ | (60,433  | )
|GNMA pass-through certificates                    |  |                     |           |                     |                     |         |                     |       |                     | 462,171    |  |                     | (1,575   | )                   |  |   | 462,171    |  |   | (1,575   | )
|FHLMC pass-through certificates                   |  |                     | 752,545    |                     |                     | (2,082   | )                   |       |                     | 6,277,295  |  |                     | (66,436  | )                   |  |   | 7,029,840  |  |   | (68,518  | )
|FNMA pass-through certificates                    |  |                     | 498,827    |                     |                     | (1,932   | )                   |       |                     | 7,414,109  |  |                     | (79,846  | )                   |  |   | 7,912,936  |  |   | (81,778  | )
|                                                  |  |                     |            |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |          |  
|Totals                                            |  | $                   | 1,251,372  |                     | $                   | (4,014   | )                   |       | $                   | 18,019,569 |  | $                   | (208,290 | )                   |  | $ | 19,270,941 |  | $ | (212,304 | )
|                                                  |  |                     |            |                     |                     |          |                     |       |                     |            |  |                     |          |                     |  |   |            |  |   |          |  

Management believes that the estimated fair value of the securities is dependent upon the movement in market
interest rates and that the unrealized losses are temporary. At June 30, 2008, five mortgage-backed securities had been in a continuous unrealized loss position for 12 months or longer. Those securities had aggregate depreciation of 2.14%
from the Companys amortized cost basis. The unrealized losses relate principally to the changes in market interest rates. These securities represent asset backed federal agency issues and are currently rated AAA by at least one bond
credit rating agency. As management has the ability and intent to hold these debt securities until a forecasted recovery, which may be maturity, no declines are deemed to be other than temporary.



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4. LOANS RECEIVABLE  NET

Loans receivable consist of the following:



|                                                         |  |                           |             |   |                   |   |             |  
|-------------------------------------------------------- |  | ------------------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                         |  | June 30, 2008             |             |   | December 31, 2007 |  
|Real estatemortgage:                                    |  |                           |             |   |                   |   |             |  
|One-to-four family residential                           |  | $                         | 444,897,550 |   |                   | $ | 408,144,725 |  
|Commercial and multi-family                              |  |                           | 37,322,300  |   |                   |   | 33,319,467  |  
|                                                         |  |                           |             |   |                   |   |             |  
|Total real estate-mortgage                               |  |                           | 482,219,850 |   |                   |   | 441,464,192 |  
|                                                         |  |                           |             |   |                   |   |             |  
|Real estateconstruction:                                |  |                           |             |   |                   |   |             |  
|Residential                                              |  |                           | 7,278,480   |   |                   |   | 5,098,647   |  
|Commercial                                               |  |                           | 3,475,273   |   |                   |   | 5,143,624   |  
|                                                         |  |                           |             |   |                   |   |             |  
|Total real estateconstruction                           |  |                           | 10,753,753  |   |                   |   | 10,242,271  |  
|                                                         |  |                           |             |   |                   |   |             |  
|Commercial                                               |  |                           | 16,220,837  |   |                   |   | 17,323,682  |  
|                                                         |  |                           |             |   |                   |   |             |  
|Consumer:                                                |  |                           |             |   |                   |   |             |  
|Home equity                                              |  |                           | 57,082,890  |   |                   |   | 58,083,825  |  
|Other consumer loans                                     |  |                           | 819,640     |   |                   |   | 972,489     |  
|                                                         |  |                           |             |   |                   |   |             |  
|Total consumer loans                                     |  |                           | 57,902,530  |   |                   |   | 59,056,314  |  
|                                                         |  |                           |             |   |                   |   |             |  
|Total loans                                              |  |                           | 567,096,970 |   |                   |   | 528,086,459 |  
|Net deferred loan cost                                   |  |                           | 2,683,285   |   |                   |   | 2,278,271   |  
|Allowance for loan losses                                |  |                           | (2,468,213  | ) |                   |   | (2,307,225  | )
|                                                         |  |                           |             |   |                   |   |             |  
|Net total loans                                          |  | $                         | 567,312,042 |   |                   | $ | 528,057,505 |  
|                                                         |  |                           |             |   |                   |   |             |  
|                                                         | 
|Changes in the allowance for loan losses are as follows: |  |                           |             |  
|                                                         | 
|                                                         |  | Six Months Ended June 30, |            
|                                                         |  | 2008                      |             |   | 2007              |  
|Balance, beginning of period                             |  | $                         | 2,307,225   |   |                   | $ | 2,049,913   |  
|Provision for loan loss                                  |  |                           | 158,600     |   |                   |   | 150,000     |  
|Charge-offs                                              |  |                           |            |   |                   |   | (747        | )
|Recoveries                                               |  |                           | 2,388       |   |                   |   | 2,864       |  
|                                                         |  |                           |             |   |                   |   |             |  
|Balance, end of period                                   |  | $                         | 2,468,213   |   |                   | $ | 2,202,030   |  
|                                                         |  |                           |             |   |                   |   |             |  



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5. DEPOSITS

Deposits
consist of the following major classifications:



|                                       |  |              |             |                              |                  |   |        |   |                              |  |      |  
|-------------------------------------- |  | ------------ | ----------- | ---------------------------- | ---------------- | - | ------ | - | ---------------------------- |  | ---- | -
|                                       |  | June 30,2008 |             |                              | December 31,2007 |  
|                                       |  | Amount       |             | WeightedAverageInterest Rate |                  |   | Amount |   | WeightedAverageInterest Rate | 
|NOW and other demand deposit accounts  |  | $            | 190,494,103 |                              | 1.19             | % |        | $ | 190,870,360                  |  | 1.84 | %
|Passbook savings and club accounts     |  |              | 55,644,104  |                              | 1.11             | % |        |   | 52,501,484                   |  | 1.11 | %
|                                       |  |              |             |                              |                  |   |        |   |                              |  |      |  
|Subtotal                               |  |              | 246,138,207 |                              |                  |   |        |   | 243,371,844                  |  |      |  
|                                       |  |              |             |                              |                  |   |        |   |                              |  |      |  
|Certificates with original maturities: |  |              |             |                              |                  |   |        |   |                              |  |      |  
|Within one year                        |  |              | 70,680,274  |                              | 3.39             | % |        |   | 85,464,138                   |  | 4.76 | %
|One to three years                     |  |              | 66,836,255  |                              | 4.51             | % |        |   | 54,441,262                   |  | 4.79 | %
|Three years and beyond                 |  |              | 30,080,720  |                              | 4.55             | % |        |   | 31,953,514                   |  | 4.33 | %
|                                       |  |              |             |                              |                  |   |        |   |                              |  |      |  
|Total certificates                     |  |              | 167,597,249 |                              |                  |   |        |   | 171,858,914                  |  |      |  
|                                       |  |              |             |                              |                  |   |        |   |                              |  |      |  
|Total                                  |  | $            | 413,735,456 |                              |                  |   |        | $ | 415,230,758                  |  |      |  
|                                       |  |              |             |                              |                  |   |        |   |                              |  |      |  

The aggregate amount of certificate accounts in denominations of $100,000 or more at June 30, 2008 and
December 31, 2007 amounted to $56,931,836 and $58,188,753, respectively.

Municipal demand deposit accounts in denominations of $100,000 or more at
June 30, 2008 and December 31, 2007 amounted to $56,068,465 and $64,752,734, respectively.

6. EARNINGS PER SHARE

Basic net income per share is based upon the weighted average number of common shares outstanding, while diluted net income per share is based upon the weighted average
number of common shares outstanding and common share equivalents that would arise from the exercise of dilutive securities.

The difference between the
common shares issued and basic average shares outstanding, for the purposes of calculating basic earnings per share (EPS), is a result of subtracting unallocated ESOP shares, unvested restricted stock shares and treasury stock purchases
from issued shares.

The calculated basic and dilutive EPS are as follows:



|                                    |  |                             |           |                           |   |           |  |      |           |  |   |          
|----------------------------------- |  | --------------------------- | --------- | ------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                    |  | Three Months Ended June 30, |           | Six Months Ended June 30,
|                                    |  | 2008                        |           | 2007                      |   | 2008      |  | 2007
|Numerator                           |  | $                           | 1,088,547 |                           | $ | 618,608   |  | $    | 1,818,808 |  | $ | 1,119,982
|Denominators:                       |  |                             |           |                           |   |           |  |      |           |  |   |          
|Basic average shares outstanding    |  |                             | 7,990,246 |                           |   | 8,127,619 |  |      | 7,995,153 |  |   | 8,147,779
|Effect of diluted securities        |  |                             | 89,039    |                           |   | 107,846   |  |      | 93,603    |  |   | 113,206  
|                                    |  |                             |           |                           |   |           |  |      |           |  |   |          
|Dilutive average shares outstanding |  |                             | 8,079,285 |                           |   | 8,235,465 |  |      | 8,088,756 |  |   | 8,260,985
|Earnings per share:                 |  |                             |           |                           |   |           |  |      |           |  |   |          
|Basic                               |  | $                           | 0.14      |                           | $ | 0.08      |  | $    | 0.23      |  | $ | 0.14     
|Diluted                             |  | $                           | 0.13      |                           | $ | 0.08      |  | $    | 0.22      |  | $ | 0.14     

At June 30, 2008 and 2007, there were 426,374 and 380,038 outstanding options that were anti-dilutive.



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7. STOCK BASED COMPENSATION

The Companys 2005 Equity Based Incentive Plan (the Equity Plan) provides for the grant of shares of common stock of the Company to certain officers, directors and employees of the Company. In order to fund the grant of
shares under the Equity Plan, the Equity Plan Trust (the Trust) purchased 171,300 shares of the Companys common stock in the open market for approximately $2.0 million, an average price of $11.70 per share. The Company made
sufficient contributions to the Trust to fund these purchases. No additional purchases are expected to be made by the Trust under this plan. Pursuant to the terms of the plan, all 171,300 shares acquired by the Trust were granted to certain officers
and directors of the Company in August 2005. The Equity Plan shares will generally vest at the rate of 20% per year over five years. As of June 30, 2008, 68,520 shares were fully vested and no shares were forfeited.

Compensation expense related to the shares granted is recognized ratably over the five-year vesting period in an amount which totals the market price of the
Companys stock at the date of grant. During the three and six months ended June 30, 2008, approximately $99,356 and $198,712 was recognized in compensation expense for the plan, respectively.

The Equity Plan also authorizes the grant of stock options to officers, employees and directors of the Company to acquire shares of common stock with an exercise price
equal to the fair market value of the common stock on the grant date. Options will generally become vested and exercisable at the rate of 20% per year over five years. A total of 429,374 shares of common stock have been reserved for future
issuance pursuant to the Equity Plan, of which 396,000 were awarded on August 10, 2005, 24,000 were awarded on November 21, 2006 and 38,874 were awarded November 20, 2007. As of June 30, 2008, 426,374 options were outstanding.
During the three and six months ended June 30, 2008, approximately $49,170 and $98,340, respectively, was recognized in compensation expense for the plan.

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) 123(R) using a modified prospective application. Accordingly, prior period amounts have not been restated. The adoption required a
reclassification to additional paid in capital of $(1,821,000) from common stock acquired by employee benefits plans trust. As of June 30, 2008, expenses totaling $828,000 remain to be recognized over the next 2.1 years.

The estimated fair value of options granted during 2007 was $2.10 per share. The fair value was estimated on the date of grant using the Black-Scholes Single Option
Pricing Model with the following weighted average assumptions used:



|                         |  |                             |  
|------------------------ |  | --------------------------- | -
|                         |  | Year EndedDecember 31, 2007 |  
|Dividend yield           |  | 0.00                        | %
|Expected volatility      |  | 25.95                       | %
|Risk-free interest rate  |  | 3.25                        | %
|Expected life of options |  | 5.0                         |  

The dividend yield is zero because the Company had not declared any dividends and at the time of the grant, did
not anticipate declaring any over the life of the options. The risk-free interest rate used was based on the rates of treasury securities with maturities equal to the expected lives of the options.



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A summary of the status of the Companys stock options under the Equity Plan as of June 30, 2008 and changes
during the six months ended June 30, 2008 are presented below:



|                                           |  |                                |   |  |                                |      
|------------------------------------------ |  | ------------------------------ | - |  | ------------------------------ | -----
|                                           |  | Six Months Ended June 30, 2008
|                                           |  | Number of shares               |   |  | Weighted averageexercise price
|Outstanding at the beginning of the period |  | 428,874                        |   |  | $                              | 11.64
|Granted                                    |  |                               |   |  |                                |     
|Exercised                                  |  |                               |   |  |                                |     
|Forfeited                                  |  | (2,500                         | ) |  | $                              | 11.60
|Outstanding at the end of the period       |  | 426,374                        |   |  | $                              | 11.57
|Exercisable at the end of the period       |  | 150,200                        |   |  | $                              | 11.64

The following table summarizes all stock options outstanding under the Equity Plan as of June 30, 2008:



|              |  |                     |  |                                 |       |                                            |          
|------------- |  | ------------------- |  | ------------------------------- | ----- | ------------------------------------------ | ---------
|              |  | Options Outstanding
|Grant Date    |  | Number ofShares     |  | Weighted Average Exercise Price |       | Weighted AverageRemaining Contractual Life
|August 2005   |  | 363,500             |  | $                               | 11.60 |                                            | 7.1 years
|November 2006 |  | 24,000              |  | $                               | 13.00 |                                            | 8.3 years
|November 2007 |  | 38,874              |  | $                               | 9.95  |                                            | 9.3 years

8. STOCK REPURCHASE PLAN

On April 18, 2007, the Companys Board of Directors approved the repurchase of 200,000 shares of the Companys common stock in the open market. As of June 30, 2008, 200,000 shares had been
purchased at an average cost of $11.37 per share. During the six months ended June 30, 2008, the Company purchased 25,725 shares at an average cost of $10.28.

9. INCOME TAXES

Income taxes were $1.2 million for an effective tax rate of 39.0% for the six months ended June 30, 2008 compared to
$732,000 for an effective tax rate of 39.5% for the same period in 2007. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated income statement. As
of January 1, 2008, the tax years ended December 31, 2004, 2005, 2006 and 2007 were subject to examination by all tax jurisdictions. As of June 30, 2008, no audits were in process by a major tax jurisdiction that, if completed during
the next twelve months, would be expected to result in a material change to the Companys unrecognized tax benefits, as none exist.

10.
DECLARATION OF DIVIDEND

On April 16, 2008, the Company declared an initial quarterly cash dividend on the Companys outstanding shares of
common stock of $.05 per share that was paid on or about May 23, 2008 to stockholders of record as of the close of business on May 2, 2008.



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11. FAIR VALUE MEASUREMENT

Effective January 1, 2008, the Company adopted SFAS 157. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 does not
require any new fair value measurements. The definition of fair value retains the exchange price notion in earlier definitions of fair value. SFAS No. 157 clarifies that the exchange price is the price in an orderly transaction between market
participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability. The definition focuses on the price that would be received to sell the asset or paid to transfer the
liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.
FASB Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157, issued in February 2008, delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for
items that are recognized or disclosed at fair value in an entitys financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008.

SFAS No. 157 describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than
Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets
or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value
requires significant management judgment or estimation.

In addition, SFAS No. 157 requires the Company to disclose the fair value for financial
assets on both a recurring and non-recurring basis. The Company currently measures restricted equity investments on a non-recurring basis.

Those assets
which will continue to be measured at fair value on a recurring basis are as follows:



|                                                        |  |                                          |  |         |            |         |  
|------------------------------------------------------- |  | ---------------------------------------- |  | ------- | ---------- | ------- | -
|                                                        |  | Category Used for Fair Value Measurement
|                                                        |  | Level 1                                  |  | Level 2 |            | Level 3
|Assets:                                                 |  |                                          |  |         |            |         |  
|Securities available for sale:                          |  |                                          |  |         |            |         |  
|U.S. Government agencies and mortgage-backed securities |  |                                         |  | $       | 28,435,047 |         | 
|State and municipal obligations                         |  |                                         |  |         | 1,939,465  |         | 
|Corporate securities                                    |  |                                          |  |         | 8,579,143  |         |  
|Equity securities                                       |  |                                         |  |         | 58,785     |         | 
|                                                        |  |                                          |  |         |            |         |  
|Totals                                                  |  |                                         |  | $       | 39,012,440 |         | 
|                                                        |  |                                          |  |         |            |         |  



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

This Quarterly Report may contain forward-looking
statements within the meaning of the federal securities laws. These statements are not historical facts, but rather are statements based on Ocean Shore Holdings current expectations regarding its business strategies and their intended results
and its future performance. Forward-looking statements are preceded by terms such as expects, believes, anticipates, intends and similar expressions.

Managements ability to predict results or the effect of future plans or strategies is inherently uncertain. These factors include, but are not limited to, general
economic conditions, changes in the interest rate environment, legislative or regulatory changes that may adversely affect our business, changes in accounting policies and practices, changes in competition and demand for financial services, adverse
changes in the securities markets and changes in the quality or composition of the Companys loan or investment portfolios. Additional factors that may affect our results are discussed in our Annual Report on Form 10-K for the year ended
December 31, 2007 under Item 1. Business  Risk Factors. These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Ocean Shore Holding
assumes no obligation to update any forward-looking statements.

GENERAL

Ocean Shore Holding Co. (Ocean Shore Holding or the Company) is a federally chartered savings and loan holding company established in 1998 to be the holding company for Ocean City Home Bank
(the Bank). Ocean Shore Holdings business activity is the ownership of the outstanding capital stock of Ocean City Home Bank. Accordingly, the information set forth in this report, including the consolidated financial statements
and related financial data, relates primarily to the Bank.

The Bank is a federally chartered savings bank. We operate as a community-oriented financial
institution offering a wide range of financial services to consumers and businesses in our market area. We attract deposits from the general public, small businesses and municipalities and use those funds to originate real estate loans, small
commercial loans and consumer loans, which we hold primarily for investment.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2008 AND DECEMBER 31, 2007

Total assets of the Company increased by $28.3 million to $657.8 million at June 30, 2008, from $629.5 million at December 31, 2007. Loans
receivable, net, increased $39.3 million, investment and mortgage-backed securities decreased $15.5 million and cash and cash equivalents increased by $1.4 million.

Investments

Investments decreased $10.6 million to $11.7 million at June 30, 2008 from $22.3 million at
December 31, 2007. The decrease was the result of the sale of mutual funds totaling $8.0 million and the call of municipal securities of $1.0 million. Mortgage-backed securities decreased by $4.9 million to $31.7 million from $36.6 million at
December 31, 2007 due to repayments of principal.

Loans

Loans receivable, net, increased $39.2 million to $567.3 million at June 30, 2008 from $528.1 million at December 31, 2007. Loan originations totaled $92.2 million for the six months ended June 30, 2008 resulting in a 24.4%
increase over the $74.3 million originated in the six months ended June 30, 2007. Real estate mortgage loan originations totaled $68.0 million, real estate construction originations totaled $5.7 million, consumer loan originations totaled $11.4
million and commercial loan originations totaled $7.0 million for the six months ended June 30, 2008. Origination activity was offset by $53.3 million of normal loan payments and payoffs.



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##### Table of Contents

The following table summarizes changes in the loan portfolio in the six months ended June 30, 2008.



|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|-------------------------------- |  | ---------------------- | ------- | - | ---------------- | - | ------- | -------- |  | - | -------- | - |  | ------ | -
|                                 |  | June 30,2008           |         |   | December 31,2007 |   |         | $ change |  |   | % change |  
|                                 |  | (Dollars in thousands) |        
|Real estate  mortgage:          |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|One-to-four-family residential   |  | $                      | 444,898 |   |                  | $ | 408,145 |          |  | $ | 36,753   |   |  | 9.00   |  
|Commercial and multi-family      |  |                        | 37,322  |   |                  |   | 33,319  |          |  |   | 4,003    |   |  | 12.01  |  
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|Total real estate  mortgage     |  |                        | 482,220 |   |                  |   | 441,464 |          |  |   | 40,756   |   |  | 9.23   |  
|                                 |  |                        |         |  
|Real estate  construction:      |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|Residential                      |  |                        | 7,278   |   |                  |   | 5,099   |          |  |   | 2,179    |   |  | 42.75  |  
|Commercial                       |  |                        | 3,475   |   |                  |   | 5,143   |          |  |   | (1,668   | ) |  | (32.44 | )
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|Total real estate  construction |  |                        | 10,753  |   |                  |   | 10,242  |          |  |   | 511      |   |  | 4.99   |  
|Commercial                       |  |                        | 16,221  |   |                  |   | 17,324  |          |  |   | (1,103   | ) |  | (6.37  | )
|                                 |  |                        |         |  
|Consumer:                        |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|Home equity                      |  |                        | 57,083  |   |                  |   | 58,084  |          |  |   | (1,001   | ) |  | (1.72  | )
|Other consumer loans             |  |                        | 820     |   |                  |   | 972     |          |  |   | (152     | ) |  | (15.72 | )
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|Total consumer loans             |  |                        | 57,903  |   |                  |   | 59,056  |          |  |   | (1,153   | ) |  | (1.95  | )
|Total loans                      |  |                        | 567,097 |   |                  |   | 528,086 |          |  |   | 39,011   |   |  | 7.39   |  
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|Net deferred loan costs (fees)   |  |                        | 2,683   |   |                  |   | 2,279   |          |  |   | 404      |   |  | 17.78  |  
|Allowance for loan losses        |  |                        | (2,468  | ) |                  |   | (2,307  | )        |  |   | (161     | ) |  | 6.98   |  
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  
|Net total loans                  |  | $                      | 567,312 |   |                  | $ | 528,058 |          |  | $ | 39,254   |   |  | 7.43   |  
|                                 |  |                        |         |   |                  |   |         |          |  |   |          |   |  |        |  

Non-Performing Assets

Non-performing assets totaled $1.9 million at June 30, 2008. Net charge-offs (recoveries) were $(2,000) in the six months ended June 30, 2008, compared to $(2,000) in the same period last year. The allowance for loan losses was
0.44% of total loans at June 30, 2008 versus 0.47% and June 30, 2007.



|                                                               |  |                           |        |   |      |   |       |  
|-------------------------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ----- | -
|                                                               |  | Six Months Ended June 30, |       
|                                                               |  | 2008                      |        |   | 2007 |  
|                                                               |  | (In thousands)            |       
|Allowance for loan losses:                                     |  |                           |        |   |      |   |       |  
|Allowance at beginning of period                               |  | $                         | 2,307  |   |      | $ | 2,050 |  
|Provision for loan losses                                      |  |                           | 159    |   |      |   | 150   |  
|Recoveries                                                     |  |                           | 2      |   |      |   | 3     |  
|Charge-offs                                                    |  |                           |       |   |      |   | 1     |  
|                                                               |  |                           |        |   |      |   |       |  
|Net (recoveries)charge-offs                                    |  |                           | (2     | ) |      |   | (2    | )
|                                                               |  |                           |        |   |      |   |       |  
|Allowance at end of period                                     |  | $                         | 2,468  |   |      | $ | 2,202 |  
|                                                               |  |                           |        |   |      |   |       |  
|Allowance for loan losses as a percent of total loans          |  |                           | 0.44   | % |      |   | 0.47  | %
|Allowance for loan losses as a percent of non-performing loans |  |                           | 129.06 | % |      |   | 685.9 | %



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|                                                                             |  |                |       |   |                  |   |      |  
|---------------------------------------------------------------------------- |  | -------------- | ----- | - | ---------------- | - | ---- | -
|                                                                             |  | June 30,2008   |       |   | December 31,2007 |  
|                                                                             |  | (In thousands) |      
|Nonaccrual loans:                                                            |  |                |       |   |                  |   |      |  
|Real estate mortgage loans                                                   |  | $              | 320   |   |                  | $ | 295  |  
|Commercial                                                                   |  |                | 1,551 |   |                  |   |     |  
|Consumer loans                                                               |  |                | 41    |   |                  |   | 1    |  
|                                                                             |  |                |       |   |                  |   |      |  
|Total of non-accrual and 90 days or more past due loans                      |  | $              | 1,912 |   |                  | $ | 296  |  
|                                                                             |  |                |       |   |                  |   |      |  
|Total non-performing loans to total loans                                    |  |                | 0.34  | % |                  |   | 0.06 | %
|Total non-performing loans to total assets                                   |  |                | 0.29  | % |                  |   | 0.05 | %
|Total non-performing assets and troubled debt restructurings to total assets |  |                | 0.29  | % |                  |   | 0.05 | %

Deposits

Deposits decreased by $1.5 million, or 0.4%, to $413.7 million at June 30, 2008 from $415.2 million at December 31, 2007. Non-interest bearing checking accounts increased $31.3 million and interest bearing demand deposits
decreased $31.7 million as the Company stopped paying interest on $31.8 million in interest-bearing demand accounts in April of 2008. In addition, time deposits decreased $4.3 million and savings accounts increased $3.1 million. The Company
continued its focus on attracting core deposits, which increased $2.8 million to $246.1 million or 59.5% of total deposits.

The following table summarizes
changes in deposits in the six months ended June 30, 2008.



|                                    |  |                        |         |                  |   |          |  |   |          |   |  |       |  
|----------------------------------- |  | ---------------------- | ------- | ---------------- | - | -------- |  | - | -------- | - |  | ----- | -
|                                    |  | June 30,2008           |         | December 31,2007 |   | $ change |  |   | % change |  
|                                    |  | (Dollars in thousands) |        
|Noninterest-bearing demand deposits |  | $                      | 58,137  |                  | $ | 26,809   |  | $ | 31,328   |   |  | 116.9 | %
|Interest-bearing demand deposits    |  |                        | 132,357 |                  |   | 164,061  |  |   | (31,704  | ) |  | (19.3 | )
|Savings accounts                    |  |                        | 55,644  |                  |   | 52,502   |  |   | 3,142    |   |  | 6.0   |  
|Certificates of deposit             |  |                        | 167,597 |                  |   | 171,859  |  |   | (4,262   | ) |  | (2.4  | )
|                                    |  |                        |         |                  |   |          |  |   |          |   |  |       |  
|Total                               |  | $                      | 413,735 |                  | $ | 415,231  |  | $ | (1,496   | ) |  | (0.4  | )
|                                    |  |                        |         |                  |   |          |  |   |          |   |  |       |  

Borrowings

Federal Home Loan Bank advances increased $29.0 million, or 24.1%, to $149.2 million at June 30, 2008 from December 31, 2007. Other borrowings decreased $750,000 to $22.7 million at June 30, 2008 from $23.5 million at
December 31, 2007. The increase in Federal Home Loan Bank borrowings was used to fund new loan originations not funded by deposit growth.

Stockholders Equity

Stockholders equity increased by $500,000 to $63.5 million at June 30, 2008, from $63.0 million at
December 31, 2007. The increase was the result of an increase from current period earnings of $1.8 million, offset by treasury stock purchases of $265,000, dividends paid of $178,000 and increases in the accumulated other comprehensive loss of
$1.0 million.



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COMPARISON OF OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007

Net income was $1,089,000 for the three months ended June 30, 2008 as compared to $619,000 for the three months ended June 30, 2007. The $470,000, or 76.0%,
increase in 2008 from 2007 was due to increases in net interest income of $952,000 and other income of $30,000 offset by increases in other expense of $205,000 and provision for loan losses of $14,600.

Net income was $1,819,000 for the six months ended June 30, 2008 as compared to $1,120,000 for the six months ended June 30, 2007. The $699,000, or 62.4%,
increase in 2008 from 2007 was due to increases in net interest income of $1.6 million offset by a decrease in other income of $258,000 and increases in other expense of $249,000 and provision for loan losses of $9,000.



|                                      |  |                                               |       |   |                                               |   |      |      |  |   |       |   |  |   |       |  
|------------------------------------- |  | --------------------------------------------- | ----- | - | --------------------------------------------- | - | ---- | ---- |  | - | ----- | - |  | - | ----- | -
|                                      |  | Three Months Ended June 30,                   |       |   | Six Months Ended June 30,                     |  
|                                      |  | 2008                                          |       |   | 2007                                          |   |      | 2008 |  |   | 2007  |  
|                                      |  | (Dollars in thousands, except per share data) |       |   | (Dollars in thousands, except per share data) |  
|Net income                            |  | $                                             | 1,089 |   |                                               | $ | 619  |      |  | $ | 1,819 |   |  | $ | 1,120 |  
|Basic earnings per share              |  | $                                             | 0.14  |   |                                               | $ | 0.08 |      |  | $ | 0.23  |   |  | $ | 0.14  |  
|Basic and diluted earnings per share  |  | $                                             | 0.13  |   |                                               | $ | 0.08 |      |  | $ | 0.22  |   |  | $ | 0.14  |  
|Return on average assets (annualized) |  |                                               | 0.66  | % |                                               |   | 0.43 | %    |  |   | 0.56  | % |  |   | 0.39  | %
|Return on average equity (annualized) |  |                                               | 6.81  | % |                                               |   | 3.91 | %    |  |   | 5.69  | % |  |   | 3.55  | %

Net Interest Income

The following table summarizes changes in interest income and interest expense for the three-month periods ended June 30, 2008 and 2007.



|                              |  |                            |       |      |   |          |  |   |          |   |  |       |  
|----------------------------- |  | -------------------------- | ----- | ---- | - | -------- |  | - | -------- | - |  | ----- | -
|                              |  | Three Months EndedJune 30, |       |      |   |          |  |  
|                              |  | 2008                       |       | 2007 |   | $ Change |  |   | % Change |  
|                              |  | (Dollars in thousands)     |       |      |   |          |  |  
|INTEREST INCOME:              |  |                            |       |      |   |          |  |   |          |   |  |       |  
|Loans                         |  | $                          | 8,148 |      | $ | 6,763    |  | $ | 1,385    |   |  | 20.5  | %
|Investment securities         |  |                            | 746   |      |   | 959      |  |   | (213     | ) |  | (22.2 | )
|Other interest-earning assets |  |                            | 41    |      |   | 215      |  |   | (174     | ) |  | (80.9 | )
|                              |  |                            |       |      |   |          |  |   |          |   |  |       |  
|Total interest income         |  | $                          | 8,935 |      | $ | 7,937    |  | $ | 998      |   |  | 12.6  |  
|                              |  |                            |       |      |   |          |  |   |          |   |  |       |  
|                              |  |                            |       |     
|INTEREST EXPENSE:             |  |                            |       |      |   |          |  |   |          |   |  |       |  
|Deposits                      |  | $                          | 2,526 |      | $ | 3,154    |  | $ | (628     | ) |  | (19.9 | )
|Borrowings                    |  |                            | 1,784 |      |   | 1,110    |  |   | 674      |   |  | 60.7  |  
|                              |  |                            |       |      |   |          |  |   |          |   |  |       |  
|Total interest expense        |  |                            | 4,310 |      |   | 4,264    |  |   | 46       |   |  | 1.1   |  
|                              |  |                            |       |      |   |          |  |   |          |   |  |       |  
|Net interest income           |  | $                          | 4,625 |      | $ | 3,673    |  | $ | 952      |   |  | 25.9  |  
|                              |  |                            |       |      |   |          |  |   |          |   |  |       |  

Interest income increased by $998,000 in the second quarter of 2008 compared to the second quarter of 2007. The
increase was driven by a $1.5 million increase in mortgage loan income which was offset by decreases in income on consumer loans and commercial loans. Declines in interest income on investment securities and other interest-earning assets also offset
the growth in loan income. The increase in loan income resulted from an increase in the average balance of $108.7 million offset by a decrease in yield of 17 basis points. The decrease in investment income resulted from a decrease in the average
balance of $19.9 million offset by an increase in average yield of 61 basis points. The decrease in income in other interest-earning assets resulted from decreases in average balance of $7.9 million and yield of 336 basis points.



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Interest expense increased by $46,000, or 1.1%, over the second quarter of 2007. Increased interest expense on borrowings
of $674,000 and time deposits of $20,000 was offset by a decrease in interest expense on interest-bearing demand deposits of $632,000 and a decrease in interest expense on savings accounts of $15,000. Interest-bearing deposit expense decreased as a
result of decreases in the average balance of $31.1 million and cost of 116 basis points, while time deposit expense increased as a result of increased average balances of $18.9 million offset by a decrease in the cost by 47 basis points. Overall,
the cost of deposits decreased 53 basis points to 2.71% from 3.24% in second quarter of 2008 versus 2007, while the average balance of deposits declined $16.9 million. Borrowing expense increased as a result of an increase in the average balance of
$77.7 million offset by a decrease in the cost by 79 basis points.

The interest rate spread and net interest margin were 2.58% and 3.00%, respectively,
for the three months ended June 30, 2008 compared to 2.34% and 2.74% for the same period in 2007. The increase in average earning assets of $81.0 million and the decrease in average cost of funds of 37 basis points was offset by a rise of
average interest bearing liabilities of $60.8 million and a decrease in the average yield on earning assets of 13 basis points.

The following table
summarizes changes in interest income and interest expense for the six-month periods ended June 30, 2008 and 2007.



|                              |  |                          |        |      |   |          |  |   |          |   |  |       |  
|----------------------------- |  | ------------------------ | ------ | ---- | - | -------- |  | - | -------- | - |  | ----- | -
|                              |  | Six Months EndedJune 30, |        |      |   |          |  |  
|                              |  | 2008                     |        | 2007 |   | $ Change |  |   | % Change |  
|                              |  | (Dollars in thousands)   |       
|INTEREST INCOME:              |  |                          |        |      |   |          |  |   |          |   |  |       |  
|Loans                         |  | $                        | 16,083 |      | $ | 13,269   |  | $ | 2,814    |   |  | 21.2  | %
|Investment securities         |  |                          | 1,665  |      |   | 1,964    |  |   | (299     | ) |  | (15.2 | )
|Other interest-earning assets |  |                          | 64     |      |   | 433      |  |   | (369     | ) |  | (85.2 | )
|                              |  |                          |        |      |   |          |  |   |          |   |  |       |  
|Total interest income         |  | $                        | 17,812 |      | $ | 15,666   |  | $ | 2,146    |   |  | 13.7  |  
|                              |  |                          |        |      |   |          |  |   |          |   |  |       |  
|INTEREST EXPENSE:             |  |                          |        |      |   |          |  |   |          |   |  |       |  
|Deposits                      |  | $                        | 5,390  |      | $ | 6,246    |  | $ | (856     | ) |  | (13.7 | )
|Borrowings                    |  |                          | 3,471  |      |   | 2,112    |  |   | 1,359    |   |  | 64.3  |  
|                              |  |                          |        |      |   |          |  |   |          |   |  |       |  
|Total interest expense        |  |                          | 8,861  |      |   | 8,358    |  |   | 503      |   |  | 6.0   |  
|                              |  |                          |        |      |   |          |  |   |          |   |  |       |  
|Net interest income           |  | $                        | 8,951  |      | $ | 7,308    |  | $ | 1,643    |   |  | 22.5  |  
|                              |  |                          |        |      |   |          |  |   |          |   |  |       |  

Interest income increased by $2.1 million in the six months ended June 30, 2008 compared to the same period
in 2007. The increase was driven by a $2.9 million increase in mortgage loan income which was offset by decreases in income on consumer loans and commercial loans. Declines in interest income on investment securities and other interest-earning
assets also offset the growth in loan income. The increase in loan income resulted from an increase in the average balance of $104.5 million offset by a decrease in the average yield of 11 basis points. The decrease in investment income resulted
from a decrease in the average balance of $16.0 million offset by an increase in the average yield of 63 basis points. The decrease in income in other interest-earning assets resulted from decreases in the average balance of $10.6 million and
average yield of 304 basis points.



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##### Table of Contents

Interest expense increased by $503,000, including a decrease in interest-bearing deposits expense of $1.1 million, an
increase in time deposit expense of $323,000, a decrease in savings account of $40,000 and an increase in interest expense on borrowings of $1.4 million. Interest-bearing deposit expense decreased as a result of decreases in the average balance of
$18.7 million and cost by 112 basis points, while time deposit expense increased as a result of an increase in the average balance of $21.8 million offset by a decrease in the cost by 20 basis points. Overall, the cost of deposits decreased 42 basis
points to 2.80% from 3.22% in second quarter of 2008 versus 2007, while the average balance of deposits declined $3.5 million. Borrowing expense increased as a result of an increase in the average balance of $72.9 million offset by a decrease in the
average cost of funds of 28 basis points.

The interest rate spread and net interest margin of the Company were 2.59% and 2.95%, respectively, for the six
months ended June 30, 2008 compared to 2.37% and 2.76% for the same period in 2007. The increase in average earning assets of $77.9 million and a decrease in average cost paid on liabilities of 28 basis points was offset by a rise of average
interest bearing liabilities of $69.4 million and an decrease in the average yield on earning assets of 5 basis points.



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##### Table of Contents

The following table presents information regarding average balances of assets and liabilities, the total dollar amounts
of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods indicated
are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. The balances of yields and costs are annualized for presentation purposes. For purposes of this table, average
balances have been calculated using the average daily balances and nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are insignificant. Interest income on loans and investment securities
has not been calculated on a tax equivalent basis because the impact would be insignificant.

Average Balance Tables



|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|----------------------------------------------------------------------- |  | -------------------------------- | ------- | - | -------------------------------- | - | ---------- |  | ---- | -------------- |  | - | -------------------- | - | ---------- | - | ----- |  | ---- | -
|                                                                        |  | Three Months Ended June 30, 2008 |         |   | Three Months Ended June 30, 2007 |  
|                                                                        |  | AverageBalance                   |         |   | InterestandDividends             |   | Yield/Cost |  |      | AverageBalance |  |   | InterestandDividends |   | Yield/Cost |  
|                                                                        |  | (Dollars in thousands)           |         |   | (Dollars in thousands)           |  
|Assets:                                                                 |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Interest-earning assets:                                                |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Loans                                                                   |  | $                                | 561,576 |   |                                  | $ | 8,148      |  | 5.80 | %              |  | $ | 452,846              |   |            | $ | 6,763 |  | 5.97 | %
|Investment securities                                                   |  |                                  | 47,163  |   |                                  |   | 746        |  | 6.33 | %              |  |   | 67,018               |   |            |   | 959   |  | 5.72 | %
|Other interest-earning assets                                           |  |                                  | 7,932   |   |                                  |   | 41         |  | 2.07 | %              |  |   | 15,857               |   |            |   | 215   |  | 5.43 | %
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Total interest-earning assets                                           |  |                                  | 616,671 |   |                                  |   | 8,935      |  | 5.80 | %              |  |   | 535,721              |   |            |   | 7,937 |  | 5.93 | %
|Noninterest-earning assets                                              |  |                                  | 44,615  |   |                                  |   |            |  |      |                |  |   | 42,227               |   |            |   |       |  |      |  
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Total assets                                                            |  | $                                | 661,286 |   |                                  |   |            |  |      |                |  | $ | 577,948              |   |            |   |       |  |      |  
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Liabilities and equity:                                                 |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Interest-bearing liabilities:                                           |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Interest-bearing demand deposits                                        |  | $                                | 144,767 |   |                                  | $ | 560        |  | 1.55 | %              |  | $ | 175,916              |   |            | $ | 1,192 |  | 2.71 | %
|Savings accounts                                                        |  |                                  | 55,304  |   |                                  |   | 152        |  | 1.10 | %              |  |   | 59,904               |   |            |   | 167   |  | 1.11 | %
|Certificates of deposit                                                 |  |                                  | 172,662 |   |                                  |   | 1,814      |  | 4.20 | %              |  |   | 153,807              |   |            |   | 1,794 |  | 4.67 | %
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Total interest-bearing deposits                                         |  |                                  | 372,733 |   |                                  |   | 2,526      |  | 2.71 | %              |  |   | 389,627              |   |            |   | 3,153 |  | 3.24 | %
|FHLB advances                                                           |  |                                  | 141,148 |   |                                  |   | 1,363      |  | 3.86 | %              |  |   | 64,397               |   |            |   | 686   |  | 4.26 | %
|Securities sold under agreements to repurchase                          |  |                                  | 7,555   |   |                                  |   | 86         |  | 4.54 | %              |  |   | 6,590                |   |            |   | 90    |  | 5.44 | %
|Subordinated debt                                                       |  |                                  | 15,464  |   |                                  |   | 335        |  | 8.67 | %              |  |   | 15,464               |   |            |   | 335   |  | 8.67 | %
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Total borrowings                                                        |  |                                  | 164,167 |   |                                  |   | 1,784      |  | 4.35 | %              |  |   | 86,451               |   |            |   | 1,111 |  | 5.14 | %
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Total interest-bearing liabilities                                      |  |                                  | 536,900 |   |                                  |   | 4,310      |  | 3.21 | %              |  |   | 476,078              |   |            |   | 4,264 |  | 3.58 | %
|Noninterest-bearing demand accounts                                     |  |                                  | 53,088  |   |                                  |   |            |  |      |                |  |   | 33,023               |   |            |   |       |  |      |  
|Other                                                                   |  |                                  | 7,326   |   |                                  |   |            |  |      |                |  |   | 5,572                |   |            |   |       |  |      |  
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Total liabilities                                                       |  |                                  | 597,314 |   |                                  |   |            |  |      |                |  |   | 514,662              |   |            |   |       |  |      |  
|Stockholders equity                                                    |  |                                  | 63,972  |   |                                  |   |            |  |      |                |  |   | 63,286               |   |            |   |       |  |      |  
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Total liabilities and stockholders equity                              |  | $                                | 661,286 |   |                                  |   |            |  |      |                |  | $ | 577,948              |   |            |   |       |  |      |  
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Net interest income                                                     |  |                                  |         |   |                                  | $ | 4,625      |  |      |                |  |   |                      |   |            | $ | 3,673 |  |      |  
|                                                                        |  |                                  |         |   |                                  |   |            |  |      |                |  |   |                      |   |            |   |       |  |      |  
|Interest rate spread                                                    |  |                                  |         |   |                                  |   |            |  | 2.58 | %              |  |   |                      |   |            |   |       |  | 2.34 | %
|Net interest margin                                                     |  |                                  |         |   |                                  |   |            |  | 3.00 | %              |  |   |                      |   |            |   |       |  | 2.74 | %
|Average interest-earning assets to average interest-bearing liabilities |  |                                  | 114.86  | % |                                  |   |            |  |      |                |  |   | 112.53               | % |            |   |       |  |      |  



23



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##### Table of Contents

Average Balance Tables



|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|----------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ------------------------------ | - | ---------------------- |  | ---- | -------------- |  | - | -------------------- | - | ---------- | - | ------ |  | ---- | -
|                                                                        |  | Six Months Ended June 30, 2008 |         |   | Six Months Ended June 30, 2007 |  
|                                                                        |  | AverageBalance                 |         |   | InterestandDividends           |   | Yield/Cost             |  |      | AverageBalance |  |   | InterestandDividends |   | Yield/Cost |  
|                                                                        |  | (Dollars in thousands)         |         |   |                                |   | (Dollars in thousands) |  |      |               
|Assets:                                                                 |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Interest-earning assets:                                                |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Loans                                                                   |  | $                              | 548,963 |   |                                | $ | 16,083                 |  | 5.86 | %              |  | $ | 444,422              |   |            | $ | 13,269 |  | 5.97 | %
|Investment securities                                                   |  |                                | 52,119  |   |                                |   | 1,665                  |  | 6.39 | %              |  |   | 68,154               |   |            |   | 1,964  |  | 5.76 | %
|Other interest-earning assets                                           |  |                                | 5,642   |   |                                |   | 64                     |  | 2.28 | %              |  |   | 16,271               |   |            |   | 433    |  | 5.32 | %
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Total interest-earning assets                                           |  |                                | 606,724 |   |                                |   | 17,812                 |  | 5.87 | %              |  |   | 528,847              |   |            |   | 15,666 |  | 5.92 | %
|Noninterest-earning assets                                              |  |                                | 44,010  |   |                                |   |                        |  |      |                |  |   | 42,128               |   |            |   |        |  |      |  
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Total assets                                                            |  | $                              | 650,734 |   |                                |   |                        |  |      |                |  | $ | 570,975              |   |            |   |        |  |      |  
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|                                                                        |  |                                |         |   |                                |  
|Liabilities and equity:                                                 |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Interest-bearing liabilities:                                           |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Interest-bearing demand deposits                                        |  | $                              | 157,859 |   |                                | $ | 1,276                  |  | 1.62 | %              |  | $ | 176,510              |   |            | $ | 2,414  |  | 2.74 | %
|Savings accounts                                                        |  |                                | 53,653  |   |                                |   | 295                    |  | 1.10 | %              |  |   | 60,313               |   |            |   | 335    |  | 1.11 | %
|Certificates of deposit                                                 |  |                                | 173,389 |   |                                |   | 3,819                  |  | 4.41 | %              |  |   | 151,617              |   |            |   | 3,497  |  | 4.61 | %
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Total interest-bearing deposits                                         |  |                                | 384,901 |   |                                |   | 5,390                  |  | 2.80 | %              |  |   | 388,440              |   |            |   | 6,246  |  | 3.22 | %
|FHLB advances                                                           |  |                                | 131,368 |   |                                |   | 2,619                  |  | 3.99 | %              |  |   | 59,227               |   |            |   | 1,253  |  | 4.23 | %
|Securities sold under agreements to repurchase                          |  |                                | 7,777   |   |                                |   | 182                    |  | 4.68 | %              |  |   | 6,994                |   |            |   | 189    |  | 5.41 | %
|Subordinated debt                                                       |  |                                | 15,464  |   |                                |   | 670                    |  | 8.67 | %              |  |   | 15,464               |   |            |   | 670    |  | 8.67 | %
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Total borrowings                                                        |  |                                | 154,609 |   |                                |   | 3,471                  |  | 4.49 | %              |  |   | 81,685               |   |            |   | 2,112  |  | 5.17 | %
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Total interest-bearing liabilities                                      |  |                                | 539,510 |   |                                |   | 8,861                  |  | 3.28 | %              |  |   | 470,125              |   |            |   | 8,358  |  | 3.56 | %
|Noninterest-bearing demand accounts                                     |  |                                | 40,281  |   |                                |   |                        |  |      |                |  |   | 32,248               |   |            |   |        |  |      |  
|Other                                                                   |  |                                | 7,065   |   |                                |   |                        |  |      |                |  |   | 5,422                |   |            |   |        |  |      |  
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Total liabilities                                                       |  |                                | 586,856 |   |                                |   |                        |  |      |                |  |   | 507,789              |   |            |   |        |  |      |  
|Stockholders equity                                                    |  |                                | 63,878  |   |                                |   |                        |  |      |                |  |   | 63,181               |   |            |   |        |  |      |  
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Total liabilities and stockholders equity                              |  | $                              | 650,734 |   |                                |   |                        |  |      |                |  | $ | 570,975              |   |            |   |        |  |      |  
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Net interest income                                                     |  |                                |         |   |                                | $ | 8,951                  |  |      |                |  |   |                      |   |            | $ | 7,308  |  |      |  
|                                                                        |  |                                |         |   |                                |   |                        |  |      |                |  |   |                      |   |            |   |        |  |      |  
|Interest rate spread                                                    |  |                                |         |   |                                |   |                        |  | 2.59 | %              |  |   |                      |   |            |   |        |  | 2.37 | %
|Net interest margin                                                     |  |                                |         |   |                                |   |                        |  | 2.95 | %              |  |   |                      |   |            |   |        |  | 2.76 | %
|Average interest-earning assets to average interest-bearing liabilities |  |                                | 112.46  | % |                                |   |                        |  |      |                |  |   | 112.49               | % |            |   |        |  |      |  

Provision for Loan Losses

We review the level of the allowance for loan losses on a monthly basis and establish the provision for loan losses based on the volume and types of lending, delinquency levels, loss experience, the amount of
classified loans, economic conditions and other factors related to the collectibility of the loan portfolio. The provision for loan losses was $89,600 and $158,600 for the three and six months ended June 30, 2008, respectively, compared to
$75,000 and $150,000 for the three and six months ended June 30, 2007, respectively. The provision for loan losses was primarily to maintain an allowance level deemed appropriate by management in light of factors such as the level of
non-performing loans and the current market conditions.



24



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##### Table of Contents

Other Income

The
following table summarizes other income for the three months ended June 30, 2008 and 2007 and the changes between the periods.



|                                       |  |                            |     |          |      |   |     |  |      |  
|-------------------------------------- |  | -------------------------- | --- | -------- | ---- | - | --- |  | ---- | -
|                                       |  | Three Months EndedJune 30, |     | % Change |     
|                                       |  | 2008                       |     |          | 2007 |  
|                                       |  | (Dollars in thousands)     |     |          |     
|OTHER INCOME:                          |  |                            |     |          |      |   |     |  |      |  
|Service charges                        |  | $                          | 442 |          |      | $ | 398 |  | 11.2 | %
|Cash surrender value of life insurance |  |                            | 107 |          |      |   | 93  |  | 15.0 |  
|Loss on sale of securities             |  |                            | (54 | )        |      |   |    |  | N/M  |  
|Other                                  |  |                            | 172 |          |      |   | 146 |  | 17.6 |  
|                                       |  |                            |     |          |      |   |     |  |      |  
|Total other income                     |  | $                          | 667 |          |      | $ | 637 |  | 4.7  |  
|                                       |  |                            |     |          |      |   |     |  |      |  

Other income increased $30,000, or 4.7%, to $667,000 for the three-month period ended June 30, 2008 from the
same period in 2007. The increase in income resulted from increases in income from service charges, cash surrender value of life insurance and other income totaling $84,000 offset by a loss on sale of securities of $54,000. The securities sold were
identified as other than temporarily impaired in the first quarter of 2008.

The following table summarizes other income for the six months ended
June 30, 2008 and 2007 and the changes between the periods.



|                                       |  |                          |      |          |      |   |       |  |       |  
|-------------------------------------- |  | ------------------------ | ---- | -------- | ---- | - | ----- |  | ----- | -
|                                       |  | Six Months EndedJune 30, |      | % Change |     
|                                       |  | 2008                     |      |          | 2007 |  
|                                       |  | (Dollars in thousands)   |      |          |     
|OTHER INCOME:                          |  |                          |      |          |      |   |       |  |       |  
|Service charges                        |  | $                        | 808  |          |      | $ | 773   |  | 4.5   | %
|Cash surrender value of life insurance |  |                          | 210  |          |      |   | 171   |  | 22.8  |  
|Gain on call of AFS securities         |  |                          | 4    |          |      |   |      |  | N/M   |  
|Impairment charge on AFS securities    |  |                          | (313 | )        |      |   |      |  | N/M   |  
|Loss on sale of securities             |  |                          | (54  | )        |      |   |      |  | N/M   |  
|Other                                  |  |                          | 322  |          |      |   | 291   |  | 10.7  |  
|                                       |  |                          |      |          |      |   |       |  |       |  
|Total other income                     |  | $                        | 977  |          |      | $ | 1,235 |  | (20.9 | )
|                                       |  |                          |      |          |      |   |       |  |       |  

Other income decreased $258,000, or 20.9%, to $977,000 for the six-month period ended June 30, 2008 from the
same period in 2007. The decrease was the result of the Companys identifying an impairment of fair value in an investment of its $8.0 million mutual fund portfolio as other than temporary resulting in a loss of $313,000 and the subsequent sale
of those securities resulting in an additional loss of $54,000. These decreases were offset by increases in service charge income of $35,000, cash surrender value of life insurance of $39,000 and other income of $30,000.



25



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##### Table of Contents

Other Expense

The
following table summarizes other expense for the three months ended June 30, 2008 and 2007 and the changes between the periods.



|                               |  |                            |       |          |   |       |  |       |  
|------------------------------ |  | -------------------------- | ----- | -------- | - | ----- |  | ----- | -
|                               |  | Three Months EndedJune 30, |       | % Change |  
|                               |  | 2008                       |       | 2007     |  
|                               |  | (Dollars in thousands)     |       |          |  
|OTHER EXPENSE:                 |  |                            |       |          |   |       |  |       |  
|Salaries and employee benefits |  | $                          | 2,046 |          | $ | 1,833 |  | 11.6  | %
|Occupancy and equipment        |  |                            | 748   |          |   | 719   |  | 4.0   |  
|Federal insurance premiums     |  |                            | 12    |          |   | 13    |  | (7.7  | )
|Advertising                    |  |                            | 88    |          |   | 121   |  | (27.3 | )
|Professional services          |  |                            | 156   |          |   | 168   |  | (7.1  | )
|Other operating expense        |  |                            | 364   |          |   | 355   |  | 2.5   |  
|                               |  |                            |       |          |   |       |  |       |  
|Total other expense            |  | $                          | 3,414 |          | $ | 3,209 |  | 6.4   |  
|                               |  |                            |       |          |   |       |  |       |  

Other expenses increased $205,000 to $3.4 million for the three-month period ended June 30, 2008 from the
same period in 2007. The increase in other expenses was primarily the result of increases in salaries and employee benefits of $213,000 and occupancy and equipment of $29,000 offset by decreases in advertising and professional services of $45,000.

The following table summarizes other expense for the six months ended June 30, 2008 and 2007 and the changes between the periods.



|                               |  |                          |       |          |   |       |  |       |  
|------------------------------ |  | ------------------------ | ----- | -------- | - | ----- |  | ----- | -
|                               |  | Six Months EndedJune 30, |       | % Change |  
|                               |  | 2008                     |       | 2007     |  
|                               |  | (Dollars in thousands)   |       |          |  
|OTHER EXPENSE:                 |  |                          |       |          |   |       |  |       |  
|Salaries and employee benefits |  | $                        | 3,976 |          | $ | 3,837 |  | 3.6   | %
|Occupancy and equipment        |  |                          | 1,511 |          |   | 1,430 |  | 5.7   |  
|Federal insurance premiums     |  |                          | 24    |          |   | 26    |  | (7.7  | )
|Advertising                    |  |                          | 186   |          |   | 234   |  | (20.5 | )
|Professional services          |  |                          | 368   |          |   | 320   |  | 15.0  |  
|Other operating expense        |  |                          | 724   |          |   | 693   |  | 4.5   |  
|                               |  |                          |       |          |   |       |  |       |  
|Total other expense            |  | $                        | 6,789 |          | $ | 6,541 |  | 3.8   |  
|                               |  |                          |       |          |   |       |  |       |  

Other expenses increased $248,000 to $6.8 million for the six-month period ended June 30, 2008 from the same
period in 2007. The increase in other expenses was primarily the result of increases in salaries and employee benefits, occupancy and equipment, professional services and other operating expenses totaling $298,000 offset by decreases in federal
insurance premiums and advertising totaling $50,000.

Income Taxes

Income taxes increased $292,000 to $699,000 for an effective tax rate of 39.1% for the three months ended June 30, 2008 compared to $407,000 for an effective tax rate of 39.7% for the same period in 2007. The
increase in income taxes was a result of higher taxable income in 2008 compared to the same period in 2007.

Income taxes increased $429,000 to $1.2
million for an effective tax rate of 39.0% for the six months ended June 30, 2008 compared to $732,000 for an effective tax rate of 39.5% for the same period in 2007. The increase in income taxes was a result of higher taxable income in 2008
compared to the same period in 2007.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of investment securities
and borrowings from the Federal Home Loan Bank of New York. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest
rates, economic conditions and competition.



26



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##### Table of Contents

We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand,
(2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.

Our most liquid assets are cash and cash equivalents and federal funds sold. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At June 30,
2008, cash and cash equivalents totaled $11.0 million. Securities classified as available-for-sale whose market value exceeds our cost, which provide additional sources of liquidity, totaled $10.3 million at June 30, 2008. In addition, at
June 30, 2008, we had the ability to borrow a total of approximately $46.5 million from the Federal Home Loan Bank of New York, which included available overnight lines of credit of $38.2 million. On that date, we had overnight advances
outstanding of $9.2 million.

At June 30, 2008, we had $46.6 million in loan commitments outstanding, which included $13.0 million in undisbursed
loans, $22.9 million in unused home equity lines of credit and $10.7 million in commercial lines of credit. Certificates of deposit due within one year of June 30, 2008 totaled $125.2 million, or 74.7% of certificates of deposit. We believe,
however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

At June 30, 2008, the Bank exceeded all of its regulatory capital requirements with tangible capital of $62.8 million, or 9.77% of total adjusted assets, which is
above the required level of $9.6 million or 1.5%; core capital of $62.8 million, or 9.77% of total adjusted assets which is above the required level of $25.7 million or 4.0%; and risk-based capital of $65.3 million, or 17.26% of risk-weighted
assets, which is above the required level of $30.2 million or 8.0%. The Bank is considered a well-capitalized institution under the Office of Thrift Supervisions prompt corrective action regulations.

MARKET RISK MANAGEMENT

Net Interest Income Simulation Analysis

We analyze our interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income
simulation. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are interest sensitive. An asset or liability is said to be interest rate sensitive within a specific time
period if it will mature or reprice within that time period.

Simulation analysis is only an estimate of our interest rate risk exposure at a particular
point in time. We continually review the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate sensitive liabilities.

The following table reflects changes in estimated net interest income only for Ocean Shore Holding.



|                                  |  |                                                                        |    |  |           |   
|--------------------------------- |  | ---------------------------------------------------------------------- | -- |  | --------- | --
|                                  |  | At June 30, 2008Percentage Change in EstimatedNet Interest Income Over |   
|                                  |  | 12 Months                                                              |    |  | 24 Months |   
|200 basis point increase in rates |  | (7.18                                                                  | )% |  | (8.00     | )%
|100 basis point decrease in rates |  | (2.11                                                                  | )% |  | (6.55     | )%



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The 200 and 100 basis point change in rates in the above table is assumed to occur evenly over the following twelve
months. Based on the scenario above, net interest income would be adversely affected (within our internal guidelines) in the twelve-month and twenty-four month period if rates rose by 200 basis points. The reason for the decrease in the twelve-month
and twenty-four month period is that interest bearing liabilities will reprice faster than interest bearing assets. In addition, if rates declined by 100 basis points, net interest income would be adversely affected in the twelve-month and
twenty-four month period. The reason for the decrease in the twelve-month and twenty-four month period is that interest bearing assets will reprice faster than interest bearing liabilities.

Net Portfolio Value Analysis

In addition to a net interest income
simulation analysis, we use an interest rate sensitivity analysis prepared by the Office of Thrift Supervision to review our level of interest rate risk. This analysis measures interest rate risk by computing changes in net portfolio value of our
cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus
the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or decrease in
market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. We measure interest rate risk by modeling the changes in net portfolio value over a variety of interest rate scenarios.
The following table, which is based on information that we provide to the Office of Thrift Supervision, presents the change in our net portfolio value at June 30, 2008 that would occur in the event of an immediate change in interest rates based
on Office of Thrift Supervision assumptions, with no effect given to any steps that we might take to counteract that change.



|                                   |  |                                           |        |          |                                                      |         |          |  |     |           |  |       |        |  |      |     
|---------------------------------- |  | ----------------------------------------- | ------ | -------- | ---------------------------------------------------- | ------- | -------- |  | --- | --------- |  | ----- | ------ |  | ---- | ----
|                                   |  | Net Portfolio Value(Dollars in Thousands) |        |          | Net Portfolio Value as % ofPortfolio Value of
Assets |        
|Basis Point (bp) Change in Rates |  | $ Amount                                  |        | $ Change |                                                      |         | % Change |  |     | NPV Ratio |  |       | Change | 
|300 bp                             |  | $                                         | 43,218 |          | $                                                    | (46,061 | )        |  | (52 | )%        |  | 6.91  | %      |  | (614 | ) bp
|200                                |  |                                           | 64,475 |          |                                                      | (24,804 | )        |  | (27 | )         |  | 9.92  |        |  | (313 | )   
|100                                |  |                                           | 76,279 |          |                                                      | (13,000 | )        |  | (15 | )         |  | 11.45 |        |  | (160 | )   
|0                                  |  |                                           | 89,279 |          |                                                      |        |          |  |    |           |  | 13.05 |        |  |     |     
|(100)                              |  |                                           | 77,066 |          |                                                      | (12,213 | )        |  | (14 | )         |  | 11.35 |        |  | (170 | )   
|(200)                              |  |                                           | 64,055 |          |                                                      | (25,224 | )        |  | (28 | )         |  | 9.49  |        |  | (357 | )   
|(300)                              |  |                                           | 57,712 |          |                                                      | (31,567 | )        |  | (35 | )         |  | 8.48  |        |  | (457 | )   

The Office of Thrift Supervision uses certain assumptions in assessing the interest rate risk of savings
associations. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk,
certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in
market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally,
certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on
loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.



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OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our financial statements. These transactions
involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers requests for funding and take the form of loan commitments and lines of credit.

For the three and six months ended June 30, 2008, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial
condition, results of operations or cash flows.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

The
information required by this item is included in Item 2 of this report under Market Risk Management.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

The Companys management, including
the Companys principal executive officer and principal financial officer, have evaluated the effectiveness of the Companys disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the
Companys disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange
Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and (2) is accumulated and communicated to the Companys management, including
its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There have been
no changes in the Companys internal control over financial reporting during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect the Companys internal control over financial
reporting.

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Periodically, there have been
various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our
business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes
in the risk factors previously disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.



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|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



|                                              |  |                                              |  |                                         |  |                                                                                            |  |                                                                                                                              
|--------------------------------------------- |  | -------------------------------------------- |  | --------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------
|Period                                        |  | (a)Total number ofShares (or Units)Purchased |  | (b)Average Price Paidper Share(or Unit) |  | (c)Total Number ofShares (or
units)Purchased as Part ofPublicly AnnouncedPlans or Programs |  | (d)Maximum Number (orAppropriate Dollar Value) ofShares (or units) that MayYet Be Purchased Under thePlans or Programs (1)(2)
|Month #1 April 1, 2008 through April 30, 2008 |  | None                                         |  | None                                    |  | None                                                                                       |  | 449                                                                                                                          
|Month #2 May 1, 2008 through May 31, 2008     |  | None                                         |  | None                                    |  | None                                                                                       |  | 449                                                                                                                          
|Month #3 June 1, 2008 through June 30, 2008   |  | None                                         |  | None                                    |  | None                                                                                       |  | 449                                                                                                                          
|Total                                         |  |                                              |  |                                         |  |                                                                                            |  |                                                                                                                              

_______________

|(1) | On August 10, 2005, the Companys Board of Directors approved the formation and funding of a trust that will purchase 171,749 shares of the Companys common stock in
the open market with funds contributed by the Company. As of September 23, 2005, 171,300 shares were purchased. The remaining 449 shares have not been awarded and may be purchased from time to time at the discretion of the independent trustee
of the trust and the shares will be used to fund restricted stock awards under the Companys 2005 Equity Incentive Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

Not applicable.



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

The Annual Meeting of Stockholders of the Company was held on May 21, 2008. The results of the vote on the matters presented at the meeting are as follows:



| | 1. | The following individuals were elected as directors, each for a three-year term:
| | -- | --------------------------------------------------------------------------------



|                      |  |           |  |               
|--------------------- |  | --------- |  | --------------
|                      |  | Votes for |  | Votes Withheld
|Sylva A. Bertini      |  | 7,799,276 |  | 99,613        
|Christopher J. Ford   |  | 7,799,398 |  | 99,491        
|John L. VanDuyne, Jr. |  | 7,792,244 |  | 106,645       



| | 2. | The appointment of Deloitte & Touche LLP as auditors for the Company for the fiscal year ending December 31, 2008 was ratified by stockholders by the following vote:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                |  |                  |  |               
|--------------- |  | ---------------- |  | --------------
|For: 7,856,426; |  | Against: 41,038; |  | Abstain: 1,325

Broker non-votes totaled none.



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|Item 5. | Other Information
|------- | -----------------

None.



|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------
|     | 
|10.0 |  | Amended and Restated Salary Continuation Agreement by and between Ocean City Home Bank and Steven E. Brady
|     | 
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                         
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                         
|     | 
|32.0 |  | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer                         



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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.



|                      |  |  |  |                          |  |                                                  
|--------------------- |  |  |  | ------------------------ |  | -------------------------------------------------
|                      |  |  |  | OCEAN SHORE HOLDING CO. 
|                      |  |  |  | (Registrant)            
|                      |  | 
|Date: August 14, 2008 |  |  |  | /s/ Steven E. Brady     
|                      |  |  |  |                          |  | Steven E. Brady                                  
|                      |  |  |  |                          |  | President and Chief Executive Officer            
|                      |  | 
|Date: August 14, 2008 |  |  |  | /s/ Donald F. Morgenweck
|                      |  |  |  |                          |  | Donald F. Morgenweck                             
|                      |  |  |  |                          |  | Chief Financial Officer and Senior Vice President



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