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

                                    FORM 10-Q

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

                  For the Quarterly Period Ended June 30, 2005

                                       OR

            [ ] TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 [ NO FEE REQUIRED ]

               For the Transition Period from_________to_________

                        Commission File Number: 001-31896
                                               -----------

                             THE WILBER CORPORATION
                       ----------------------------------
           (Exact Name of the Registrant as Specified in its Charter)

<TABLE>
<S>                                                              <C>
                            New York                                            15-6018501
                            --------                                            ----------
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification Number)
</TABLE>

                       245 Main Street, Oneonta, NY 13820
                       ----------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                  607 432-1700
                                  ------------
               (Registrant's Telephone Number Including Area Code)

           Securities Registered Pursuant to Section 12(b) of the Act:
                     Common Stock, $0.01 par value per share
                     ---------------------------------------
                                (Title of Class)

           Securities Registered Pursuant to Section 12(g) of the Act:
                                      None
                                      ----

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports) or (2) has been subject to such requirements for
the past 90 days. YES  X   NO
                      ---     ---

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES    NO  X
                                               ---    ---

As of August 4, 2005, there were issued and outstanding 11,163,092 shares of the
Registrant's Common Stock.

<PAGE>

                             THE WILBER CORPORATION
                                    FORM 10-Q
                                      INDEX

                         PART I - FINANCIAL INFORMATION

FORWARD-LOOKING STATEMENTS

ITEM 1:  Financial Statements (Unaudited)
------

         Consolidated Statements of Condition
         Consolidated Statements of Income
         Consolidated Statements of Changes in Stockholders' Equity and
         Comprehensive Income
         Consolidated Statements of Cash Flows
         Notes to Unaudited Consolidated Financial Statements

ITEM 2:  Management's Discussion and Analysis of Financial Condition and Results
------   of Operations

         A. General
         B. Financial Condition and Performance Overview
         C. Comparison of Financial Condition at June 30, 2005 and December 31,
              2004
         D. Comparison of Results of Operations for the Three Months Ended
              June 30, 2005 and  2004
         E. Comparison of Results of Operations for the Six Months Ended
              June 30, 2005 and 2004
         F. Liquidity
         G. Capital Resources and Dividends

ITEM 3:  Quantitative and Qualitative Disclosures about Market Risk
------

ITEM 4:  Controls and Procedures
------

                           PART II - OTHER INFORMATION

ITEM 1:  Legal Proceedings
------

ITEM 2:  Unregistered Sales of Equity Securities and Use of Proceeds
------

         A. Changes in the Rights of Holders of Our Registered Securities
         B. Issuances or Modifications of Other Classes of Securities
         C. Sale of Unregistered Securities
         D. Stock Repurchases

ITEM 3:  Defaults Upon Senior Securities
------

ITEM 4:  Submission of Matters to a Vote of Security Holders
------

ITEM 5:  Other Information
------

ITEM 6:  Exhibits
------   Exhibits

Signature Page

Index to Exhibits


                                       i
<PAGE>

                           FORWARD-LOOKING STATEMENTS

When we use words or phrases like "will  probably  result,"  "we expect,"  "will
continue," "we anticipate,"  "estimate,"  "project,"  "should cause," or similar
expressions  in this  report or in any  press  releases,  public  announcements,
filings  with the  Securities  and  Exchange  Commission  (the  "SEC")  or other
disclosures,  we are making  "forward-looking  statements"  as  described in the
Private  Securities  Litigation  Reform  Act  of  1995.  In  addition,   certain
information  we provide,  such as analysis of the adequacy of our  allowance for
loan losses or an analysis of the interest  rate  sensitivity  of our assets and
liabilities, is always based on predictions of the future. From time to time, we
may also publish other  forward-looking  statements about anticipated  financial
performance, business prospects, and similar matters.

The Private Securities  Litigation Reform Act of 1995 provides a safe harbor for
forward-looking  statements. We want you to know that a variety of future events
and  uncertainties  could  cause our actual  results  and  experience  to differ
materially from what we anticipate when we make our forward-looking  statements.
Factors  that  could  cause  future  results  to vary  from  current  management
expectations  include,  but are not limited  to,  general  economic  conditions,
legislative and regulatory changes,  monetary and fiscal policies of the federal
government, changes in tax policies, tax rates and regulations of federal, state
and local tax authorities,  changes in consumer preferences, changes in interest
rates,  deposit  flows,  cost of funds,  demand  for loan  products,  demand for
financial  services,  competition,  changes in the quality or composition of the
Company's  loan and  investment  portfolios,  changes in accounting  principles,
policies  or  guidelines  and  other  economic,  competitive,  governmental  and
technological  factors affecting the Company's  operations,  markets,  products,
services and fees.

Please do not rely  unduly on any  forward-looking  statements,  which are valid
only as of the date made. Many factors,  including those described above,  could
affect  our  financial  performance  and  could  cause  our  actual  results  or
circumstances for future periods to differ materially from what we anticipate or
project.  We have no  obligation  to update any  forward-looking  statements  to
reflect  future  events  which  occur  after the  statements  are  made,  and we
specifically disclaim such obligation.


                                       ii
<PAGE>

ITEM 1:  Financial Statements (Unaudited)
------
The Wilber Corporation
Consolidated Statements of Condition (Unaudited)

<TABLE>
<CAPTION>
                                                                June 30,    December 31,
dollars in thousands except share and per share data              2005          2004
----------------------------------------------------------------------------------------
<S>                                                            <C>          <C>
Assets
Cash and Due from Banks                                        $  12,137    $     10,440
Time Deposits with Other Banks                                     9,799          10,099
Federal Funds Sold                                                 3,500              --
                                                               ---------    ------------
 Total Cash and Cash Equivalents                                  25,436          20,539
Securities
 Trading, at Fair Value                                            1,453           1,504
 Available-for-Sale, at Fair Value                               232,978         249,415
 Held-to-Maturity, Fair Value of $55,883 at June 30, 2005
    and $59,324 at December 31, 2004                              56,070          59,463
Loans                                                            406,911         391,043
 Allowance for Loan Losses                                        (6,368)         (6,250)
                                                               ---------    ------------
 Loans, Net                                                      400,543         384,793
                                                               ---------    ------------
Premises and Equipment, Net                                        6,137           5,860
Bank Owned Life Insurance                                         15,247          14,975
Goodwill                                                           4,518           2,682
Intangible Assets, Net                                               788             377
Other Assets                                                      11,884          11,253
                                                               ---------    ------------
 Total Assets                                                  $ 755,054    $    750,861
                                                               =========    ============

Liabilities and Stockholders' Equity
Deposits:
 Demand                                                        $  69,394    $     63,746
 Savings, NOW and Money Market Deposit Accounts                  255,400         241,151
 Certificates of Deposit (Over $100M)                             68,142          76,346
 Certificates of Deposit (Under $100M)                           181,687         165,194
 Other Time Deposits                                              26,878          25,492
                                                               ---------    ------------
 Total Deposits                                                  601,501         571,929
                                                               ---------    ------------
Short-Term Borrowings                                             20,603          37,559
Long-Term Borrowings                                              57,622          65,379
Other Liabilities                                                  6,743           8,389
                                                               ---------    ------------
 Total Liabilities                                               686,469         683,256
                                                               ---------    ------------

Stockholders' Equity:
 Common Stock, $.01 Par Value, 16,000,000 Shares Authorized,
    and 13,961,664 Shares Issued at June 30, 2005,
    and December 31, 2004                                            140             140
 Additional Paid in Capital                                        4,224           4,224
 Retained Earnings                                                85,445          83,402
 Accumulated Other Comprehensive (Loss) Income                      (279)            396
 Treasury Stock at Cost, 2,798,572 Shares at June 30, 2005
     and 2,767,072 Shares at December 31, 2004                   (20,945)        (20,557)
                                                               ---------    ------------
 Total Stockholders' Equity                                       68,585          67,605
                                                               ---------    ------------
 Total Liabilities and Stockholders' Equity                    $ 755,054    $    750,861
                                                               =========    ============
</TABLE>

See accompanying notes to unaudited consolidated interim financial statements.


                                       1
<PAGE>

<TABLE>
<CAPTION>
The Wilber Corporation
Consolidated Statements of Income (Unaudited)                        Three Months Ended               Six Months Ended
                                                                          June 30,                        June 30,
dollars in thousands except share and per share data                2005            2004            2005            2004
----------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>             <C>             <C>
Interest and Dividend Income
Interest and Fees on Loans                                      $      6,835    $      6,022    $     13,428    $     11,961
Interest and Dividends on Securities:
 U.S. Government and Agency Obligations                                2,248           1,963           4,589           4,167
 State and Municipal Obligations                                         641             639           1,341           1,288
 Other                                                                    56             127             100             287
Interest on Federal Funds Sold and Time Deposits                         160             142             302             286
                                                                ------------    ------------    ------------    ------------
 Total Interest and Dividend Income                                    9,940           8,893          19,760          17,989
                                                                ------------    ------------    ------------    ------------

Interest Expense
Interest on Deposits:
 Savings, NOW and Money Market Deposit Accounts                          696             436           1,285             947
 Certificates of Deposit (Over $100M)                                    601             563           1,182           1,094
 Other Time                                                            1,596           1,297           3,093           2,599
Interest on Short-Term Borrowings                                        112              20             264              54
Interest on Long-Term Borrowings                                         554             781           1,244           1,512
                                                                ------------    ------------    ------------    ------------
 Total Interest Expense                                                3,559           3,097           7,068           6,206
                                                                ------------    ------------    ------------    ------------
Net Interest Income                                                    6,381           5,796          12,692          11,783
Provisions for Loan Losses                                               240             300             480             660
                                                                ------------    ------------    ------------    ------------
Net Interest Income After Provision for Loan Losses                    6,141           5,496          12,212          11,123
                                                                ------------    ------------    ------------    ------------

Non Interest Income
Trust Fees                                                               363             320             691             641
Service Charges on Deposit Accounts                                      424             380             816             721
Commissions Income                                                       174             126             312             286
Investment Security Gains (Losses), Net                                  148             (21)            392             698

Increase in Cash Surrender Value of Bank Owned Life Insurance            138             120             272             281
Other Service Fees                                                       119              70             220             124
Other Income                                                              85              74             162             130
                                                                ------------    ------------    ------------    ------------
 Total Non Interest Income                                             1,451           1,069           2,865           2,881
                                                                ------------    ------------    ------------    ------------

Non Interest Expense
Salaries and Employee Benefits                                         3,098           2,603           5,896           5,274
Net Occupancy Expense of Bank Premises                                   346             359             779             752
Furniture and Equipment Expense                                          189             182             361             356
Computer Service Fees                                                    183             124             314             204
Advertising and Marketing                                                143             127             245             212
Professional Fees                                                        130              72             326             297
Other Miscellaneous Expenses                                             756             646           1,477           1,331
                                                                ------------    ------------    ------------    ------------
 Total Non Interest Expense                                            4,845           4,113           9,398           8,426
                                                                ------------    ------------    ------------    ------------
Income Before Taxes                                                    2,747           2,452           5,679           5,578
Income Taxes                                                            (748)           (601)         (1,510)         (1,443)
                                                                ------------    ------------    ------------    ------------
Net Income                                                      $      1,999    $      1,851    $      4,169    $      4,135
                                                                ============    ============    ============    ============

Weighted Average Shares Outstanding                               11,171,114      11,209,392      11,178,653      11,209,392
Basic Earnings Per Share                                        $       0.18    $       0.17    $       0.37    $       0.37
</TABLE>

See accompanying notes to unaudited consolidated interim financial statements.


                                       2
<PAGE>

The Wilber Corporation
Consolidated  Statements of Changes in  Stockholders'  Equity and  Comprehensive
Income (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                    Additional                  Other
                                                         Common      Paid in     Retained    Comprehensive   Treasury
dollars in thousands except share and per share data     Stock       Capital     Earnings    Income (Loss)     Stock        Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>          <C>           <C>          <C>          <C>
Balance December 31, 2003                              $      140   $    4,224   $   79,043    $    1,272   $  (20,375)  $   64,304
  Comprehensive Income:
     Net Income                                                --           --        4,135            --           --        4,135
     Change in Net Unrealized Gain (Loss)
       on Securities, Net of Taxes                             --           --           --        (2,765)          --       (2,765)
                                                                                                                         ----------
  Total Comprehensive Income                                                                                                  1,370
                                                                                                                         ----------
  Cash Dividends ($.095 per share)                             --           --       (2,130)           --           --       (2,130)
                                                       ----------   ----------   ----------    ----------   ----------   ----------
Balance June 30, 2004                                  $      140   $    4,224   $   81,048    $   (1,493)  $  (20,375)  $   63,544
                                                       ----------   ----------   ----------    ----------   ----------   ----------

Balance December 31, 2004                              $      140   $    4,224   $   83,402    $      396   $  (20,557)  $   67,605
  Comprehensive Income:
     Net Income                                                --           --        4,169            --           --        4,169
     Change in Net Unrealized Gain (Loss)
       on Securities, Net of Taxes                             --           --           --          (675)          --         (675)
                                                                                                                         ----------
  Total Comprehensive Income                                                                                                  3,494
                                                                                                                         ----------
  Cash Dividends ($.095 per share)                             --           --       (2,126)           --           --       (2,126)
  Purchase of Treasury Stock (31,500 shares)                                                                      (388)        (388)
                                                       ----------   ----------   ----------    ----------   ----------   ----------
Balance June 30, 2005                                  $      140   $    4,224   $   85,445    $     (279)  $  (20,945)  $   68,585
                                                       ----------   ----------   ----------    ----------   ----------   ----------
</TABLE>

See accompanying notes to unaudited consolidated interim financial statements.


                                       3
<PAGE>

The Wilber Corporation
Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                               Six Months Ended
                                                                                   June 30,
dollars in thousands                                                           2005        2004
-------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>
Cash Flows from Operating Activities:
 Net Income                                                                  $  4,169    $  4,135
 Adjustments to Reconcile Net Income to Net Cash
 Provided by Operating Activities:
    Provision for Loan Losses                                                     480         660
    Depreciation and Amortization                                                 540         407
    Net Amortization of Premiums and Accretion of Discounts on Investments        539       1,338
    Available-for-Sale Investment Security Gains, net                            (367)       (651)
    Other Real Estate Losses                                                       --          21
    Increase in Cash Surrender Value of Bank Owned Life Insurance                (272)       (281)
    Net Decrease (Increase) in Trading Securities                                  76        (301)
    Net Gains on Trading Securities                                               (25)        (47)
    (Decrease) Increase in Other Assets                                          (179)          8
    Decrease in Other Liabilities                                              (1,704)     (1,803)
                                                                             --------    --------
    Net Cash Provided by Operating Activities                                   3,257       3,486
                                                                             --------    --------

Cash Flows from Investing Activities:
 Net Cash Acquired from Acquisition of a Branch                                22,521          --
 Proceeds from Maturities of Held-to-Maturity Investment Securities             4,539      12,081
 Purchases of Held-to-Maturity Investment Securities                           (1,418)    (30,014)
 Proceeds from Maturities of Available-for-Sale Investment Securities          39,506      92,815
 Proceeds from Sales of Available-for-Sale Investment Securities                9,945       7,922
 Purchases of Available-for-Sale Investment Securities                        (34,018)    (71,121)
 Net Increase in Loans                                                         (8,595)    (14,144)
 Proceeds from Sale of Loans                                                       --         294
 Purchase of Premises and Equipment, Net of Disposals                            (218)       (628)
 Proceeds from Sale of Other Real Estate                                           --          58
                                                                             --------    --------
    Net Cash Provided by (Used by) Investing Activities                        32,262      (2,737)
                                                                             --------    --------

Cash Flows from Financing Activities:
 Net Increase (Decrease) in Demand Deposits, Savings, NOW,
    Money Market and Other Time Deposits                                          477      (9,527)
 Net (Decrease) Increase in Certificates of Deposit                            (3,872)      7,020
 Net Decrease in Short-Term Borrowings                                        (16,956)    (10,901)
 Increase in Long-Term Borrowings                                              16,900      15,000
 Repayment of Long-Term Borrowings                                            (24,657)     (1,865)
 Purchase of Treasury Stock                                                      (388)         --
 Cash Dividends Paid                                                           (2,126)     (2,130)
                                                                             --------    --------
    Net Cash Used by Financing Activities                                     (30,622)     (2,403)
                                                                             --------    --------
      Net Increase (Decrease) in Cash and Cash Equivalents                      4,897      (1,654)
Cash and Cash Equivalents at Beginning of Year                                 20,539      19,890
                                                                             --------    --------
 Cash and Cash Equivalents at End of Period                                  $ 25,436    $ 18,236
                                                                             ========    ========
</TABLE>

See accompanying notes to unaudited consolidated interim financial statements.


                                       4
<PAGE>

The Wilber Corporation
Consolidated Statements of Cash Flows (Unaudited), continued

                                                       Six Months Ended
                                                           June 30,
dollars in thousands                                   2005       2004
------------------------------------------------------------------------
Supplemental Disclosures of Cash Flow Information:
  Cash Paid during Period for:
     Interest                                        $  7,178    $ 6,271
     Income Taxes                                    $  3,085    $ 2,874
  Non Cash Investing Activities:
     Change in Unrealized Loss on Securities         $ (1,104)   $(4,530)
     Transfer of Loans to Other Real Estate          $     --    $    59
  Fair Value of Tangible Assets Acquired             $  8,119    $    --
  Fair Value of Liabilities Assumed                  $ 32,967    $    --

See accompanying notes to unaudited consolidated interim financial statements.


                                       5
<PAGE>

The Wilber Corporation
Notes to Unaudited Consolidated Financial Statements

Note 1.  Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of The Wilber Corporation (the "Company"),  its wholly owned subsidiary
Wilber National Bank (the "Bank") and the Bank's wholly owned subsidiaries.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation. The accompanying unaudited consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information  and footnotes  required by GAAP for complete
financial statements.

The  preparation  of  financial  statements  in  conformity  with GAAP  required
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  In the opinion of management,  the unaudited  consolidated financial
statements  include all necessary  adjustments,  consisting of normal  recurring
accruals,  necessary  for a fair  presentation  for the periods  presented.  The
results for the periods  presented are not necessarily  indicative of results to
be expected for the entire fiscal year or any other interim period.

The data in the  consolidated  balance  sheet for  December 31, 2004 was derived
from the Company's  2004 Annual  Report on Form 10-K.  The Annual Report on Form
10-K includes the Company's audited  consolidated  statements of condition as of
December  31,  2004  and  2003,  and  the  consolidated  statements  of  income,
consolidated statements of cash flows,  consolidated statements of stockholders'
equity and  comprehensive  income for each of the years in the three-year period
ended December 31, 2004. That data, along with the interim  unaudited  financial
information presented in the consolidated statements of condition as of June 30,
2005;  and the statements of income for the  three-month  and six- month periods
ending June 30, 2005,  the  statements  of changes in  stockholders'  equity and
comprehensive  income and cash flows for the six months  ended June 30, 2005 and
2004  should  be  read in  conjunction  with  the  2004  consolidated  financial
statements, including the notes thereto.

Amounts in prior period's  consolidated  financial  statements are  reclassified
when necessary to conform to the current period's presentation.

Note 2.  Earnings Per Share

Basic earnings per share (EPS) are  calculated by dividing net income  available
to  common  shareholders  by  the  weighted  average  number  of  common  shares
outstanding  during the period.  Entities with complex  capital  structures must
also present diluted EPS, which reflects the potential dilution that could occur
if  securities  or other  contracts  to issue  common  stock were  exercised  or
converted  into  common  shares.  The  Company  does not have a complex  capital
structure, and accordingly, has presented only basic EPS.

Note 3.  Guarantees

The   Company   does   not   issue   any    guarantees    that   would   require
liability-recognition  or disclosure,  other than its standby letters of credit.
Standby letters of credit written are conditional commitments issued by the Bank
to guarantee the  performance of a customer to a third party.  Those  guarantees
are  primarily  issued to support  public and  private  borrowing  arrangements,
including bond financing and similar  transactions.  The credit risk involved in
issuing  letters of credit is essentially the same as that involved in extending
loan  facilities to customers.  Since some of the letters of credit are expected
to expire  without  being  drawn  upon,  the  total  commitment  amounts  do not
necessarily represent future cash requirements.

The  estimated  fair value of the Company's  stand-by  letters of credit was $16
thousand and $22  thousand at June 30, 2005 and December 31, 2004  respectively.
The  estimated  fair value of stand-by  letters of credit at their  inception is
equal to the fee that is charged to the customer by the Company.  Generally, the
Company's stand-by letters of credit have a term of one year. In determining the
fair values disclosed above, the fees were reduced on a straight-line basis from
the inception of each stand-by letter of credit to the respective dates above.


                                       6
<PAGE>

Note 4. Employee Benefit Plans

The Company, through its bank subsidiary, has a non-contributory defined benefit
pension  plan  covering  employees  who  have  attained  the age of 21 and  have
completed one year of service.  The Company's  funding practice is to contribute
at least the minimum  amount  annually  to meet  minimum  funding  requirements.
Contributions  are  intended  to provide  not only for  benefits  attributed  to
service to date, but for those expected to be earned in the future.  Plan assets
consist primarily of marketable fixed income securities and common stocks.  Plan
benefits are based on years of service and the employee's  average  compensation
during the five highest consecutive years of the last ten years of employment.

The Components of Net Periodic Benefit Cost (Benefit),  based on a September 30,
2004 measurement date, are:

<TABLE>
<CAPTION>
                                             Three Months Ended   Six Months Ended
                                                   June 30,           June 30,
dollars in thousands                            2005      2004      2005      2004
--------------------------------------------------------------    ----------------
<S>                                           <C>       <C>       <C>       <C>
             Service Cost                     $  170    $  162    $  340    $  323
             Interest Cost                       231       210       462       420
             Expected Return on Plan Assets     (312)     (286)     (622)     (571)
             Net Amortization                     54        50       106       100
                                              ------    ------    ------    ------
                                              $  143    $  136    $  286    $  272
                                              ======    ======    ======    ======
</TABLE>

Note 5. Other Comprehensive Income (Loss)

The following is a summary of changes in other  comprehensive  income (loss) for
the periods presented:

<TABLE>
<CAPTION>
                                                                         Three Months Ended     Six Months Ended
                                                                              June 30,               June 30,
dollars in thousands                                                       2005       2004       2005       2004
-----------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>        <C>
Unrealized Holding Gains (Losses) Arising During the Period Net of Tax
    (Pre-tax Amount of $2,572 , ($6,516), ($737) and ($3,879))           $ 1,569    $(3,979)   $  (451)   $(2,367)
Reclassification Adjustment for (Gains) Losses Realized in Net Income
    During the Period, Net of Tax (Pre-tax Amount of ($120), $26,            (73)        16       (224)      (398)
    ($367) and ($651))                                                   -------    -------    -------    -------

Other Comprehensive Income (Loss), Net of Tax of $955, ($2,527),
      ($430) and ($1,765)                                                $ 1,496    $(3,963)   $  (675)   $(2,765)
                                                                         =======    =======    =======    =======
</TABLE>

                                       7
<PAGE>

Note 6. Goodwill and Intangible Assets

In February 2005 the Company acquired two branches,  which were accounted for as
a business  combination  in accordance  with  Statement on  Accounting  Standard
(SFAS) No. 141, "Business Combinations.

The following is a summary of the  transaction  and the related assets  acquired
and liabilities assumed:

dollars in thousands
--------------------------------------------------------------------------------
Deposits Assumed                                                         $32,967
  Less Tangible Assets Acquired:
            Loans                                                          7,635
            Property Plant and Equipment                                     440
            Other Assets                                                      44
  Less Goodwill                                                            1,835
  Less Core Deposit Intangible                                               492
                                                                         -------
                        Net Cash Acquired from Acquisition               $22,521
                                                                         =======

Note 7. Recent Accounting Pronouncements

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections." This statement replaces APB Opinion No. 20, "Accounting  Changes,"
and FASB Statement No. 3,  "Reporting  Accounting  Changes in Interim  Financial
Statements."  It  also  changes  the  requirements  for the  accounting  for and
reporting of change in an accounting  principle.  This Statement  applies to all
voluntary changes in accounting  principle and to changes required by accounting
principle.  This statement requires retrospective  application to prior periods'
financial  statements  of  changes  in  accounting   principle,   unless  it  is
impracticable to determine  period-specific  effects of and accounting change on
one or more  individual  prior periods  presented.  The  effective  date of this
statement is for  accounting  changes and  corrections  of errors made in fiscal
years  beginning  after  December  15,  2005.  Accordingly,  this  statement  is
effective  for the  Company as of January 1, 2006.  Adoption  of this  statement
could  have an  impact  on  future  financial  statements  if there  are  future
voluntary accounting changes and / or correction of errors.


                                       8
<PAGE>

ITEM 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations

A. General

The objectives of this quarterly  report are to provide:  (i) an overview of the
material  changes in our financial  condition,  including  liquidity and capital
resources, at June 30, 2005, as compared to December 31, 2004; (ii) a comparison
of our results of operations for the three-month  period ended June 30, 2005, as
compared to the  three-month  period ended June 30, 2004; and (iii) a comparison
on our results of operations  for the  six-month  period ended June 30, 2005, as
compared to the six-month period ended June 30, 2004.

Our financial  performance is heavily dependent upon net interest income,  which
is the difference between the interest income earned on our loans and investment
securities  less the interest  paid on our deposits and  borrowings.  Results of
operations  are also  affected  by the  provision  for loan  losses,  investment
securities gains (losses), service charges and penalty fees on deposit accounts,
fees collected for trust and investment  services,  insurance commission income,
the increase in the cash  surrender  value on bank owned life  insurance,  other
service fees and other income.  Our non-interest  expenses  primarily consist of
employee  salaries  and  benefits,  net  occupancy  expense  on  bank  premises,
furniture and equipment  expense,  advertising and marketing  expense,  computer
service fees,  professional fees and other  miscellaneous  expenses.  Results of
operations are also influenced by general  economic and  competitive  conditions
(particularly  changes  in  interest  rates),  government  policies,  changes in
Federal or State tax law, and the actions of our regulatory authorities.

Critical  Accounting  Policies.  Our management  considers the accounting policy
relating to the  allowance  for loan losses to be a critical  accounting  policy
given the uncertainty in evaluating the level of the allowance required to cover
credit losses  inherent in the loan portfolio and the material  effect that such
judgments can have on the results of  operations.  While  management's  June 30,
2005  evaluation of the allowance for loan losses  indicated  that the allowance
was adequate, under adversely different conditions or assumptions, the allowance
would need to be  increased.  For example,  if historical  loan loss  experience
significantly   worsened  or  if  current  economic   conditions   significantly
deteriorated,  additional  provisions  for  loan  losses  would be  required  to
increase the allowance.  In addition,  the assumptions and estimates used in our
internal  reviews of  non-performing  loans and  potential  problem loans have a
significant  impact on the overall analysis of the adequacy of the allowance for
loan  losses.  While we have  concluded  that the June 30,  2005  evaluation  of
collateral  values  was  reasonable  under  the  circumstances,   if  collateral
valuations were significantly  lowered, our allowance for loan losses would also
require additional provisions for loan losses.

B. Financial Condition and Performance Overview

During the six-month period ended June 30, 2005, our overall financial condition
changed  modestly.  Specifically,  our total assets  increased by 0.6% or $4.193
million,  from $750.861 million at December 31, 2004 to $755.054 million at June
30, 2005.  The slight net increase in total assets was  substantially  caused by
the   acquisition  of  two  branch  offices  during  the  first  quarter.   More
specifically,  on  February  4,  2005,  we  assumed  $32.967  million of deposit
liabilities  and acquired  $7.635 million of loans from HSBC Bank USA,  National
Association ("HSBC") for their Walton, New York and Sidney, New York offices. As
a result of the  acquisition,  we recorded $2.327 million of intangible  assets,
consisting  of $1.835  million of goodwill  and $492  thousand  of core  deposit
intangible.  We also acquired the Walton office building for $425 thousand.  Due
to our already  existing  presence in Sidney,  New York,  HSBC closed its Sidney
office simultaneously with our acquisition.

The net proceeds  obtained  from the HSBC branch  acquisition  totaling  $22.521
million were primarily used to reduce short-term and long-term borrowings during
the first  quarter.  Between  December 31, 2004 and June 30, 2005 total deposits
increased by $29.572 million from $571.929  million to $601.501  million,  while
total borrowings (both short-term and long-term borrowings) decreased by $24.713
million,  from $102.938  million at December 31, 2004 million to $78.225 million
at June 30, 2005.

Total loans increased $15.868 million or 4.1% between December 31, 2004 and June
30, 2005. Total loans outstanding were $391.043 million at December 31, 2004, as
compared to $406.911  million at June 30,  2005.  Approximately  one-half of the
loan portfolio growth was due to the HSBC branch acquisition.

The overall credit quality of the loan portfolio  deteriorated  modestly  during
the first-half of 2005.  Specifically,  total  non-performing  loans,  potential
problem loans and delinquent loans that were 30 or more days past due (excluding
loans placed on non-accrual status) all increased during the first-half of 2005.
The allowance for loan losses changed  slightly during the quarter,  from $6.250
million or 1.60% of total loans at December 31, 2004 to $6.368  million or 1.57%
of  total  loans  at June 30,  2005.  If this  trend  continues,  we  anticipate
increasing our provision for loan losses in the second half of 2005,  which will
negatively impact our earnings.


                                       9
<PAGE>

Net  income for the second  quarter of 2005  exceeded  net income for the second
quarter of 2004 by $148  thousand or 8.0%.  Increases  in net  interest  income,
non-interest  income and a reduction in the provision for loan losses during the
second  quarter  of 2005 were  partially  offset by  increases  in  non-interest
expense and increased income taxes. Earnings per share for the second quarter of
2005 were  $0.18,  as  compared  to $0.17 for the second  quarter  of 2004.  The
improved  results in the second  quarter of 2005 were  largely  driven by higher
short-term  interest rates,  which helped us improve net interest income by $585
thousand or 10.1%,  and a $169  thousand net increase in  investment  securities
gains on a comparable quarter basis.

Our net income and earnings  per share were  relatively  flat for the  six-month
period ended June 30, 2005, as compared to the  six-month  period ended June 30,
2004. Earnings per share for both six-month periods were $0.37, while net income
improved only slightly,  from $4.135 million for the six-month period ended June
30, 2004 to $4.169  million for the  six-month  period ended June 30,  2005.  An
improvement  in net interest  income and a reduction in the  provision  for loan
losses  between  the  periods  were almost  completely  offset by a  significant
increase in non-interest  expense, a slight reduction in non-interest income and
an increase in income taxes. Net interest income increased $909 thousand or 7.7%
between the periods  due  primarily  to  increases  in both loan and  investment
securities  yields as short-term  interest  rates  increased.  In addition,  the
average volume of loans  outstanding  also increased  between the periods.  This
improvement  in net  interest  income  was  offset by a $972  thousand  or 11.5%
increase in non-interest expense on a comparable period basis.  Additional costs
related to our expansion and  acquisition  activities,  computer system upgrades
and software  licensing costs, and professional  fees due to the registration of
our common stock with the SEC have caused a significant increase in non-interest
expenses.

The  following  tables  set forth in this  quarterly  financial  report  provide
readers with supplementary  information,  which is not directly  obtainable from
the unaudited financial  statements provided in PART I, Item 1 of this quarterly
report.  These  tables  are  to be  read  in  conjunction  with  our  management
discussion and analysis narrative regarding the financial condition,  results of
operations, liquidity and capital resources contained within this report.

Asset and Yield Summary Table:

The following  tables set forth the total dollar amount and resultant  yields of
interest income from average earning assets,  as well as the interest expense on
average interest bearing  liabilities for the periods stated.  No tax equivalent
adjustments were made. Average balances are daily averages.


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                          For the Three Months Ended June 30,
                                                          -----------------------------------------------------------------
                                                                          2005                              2004
                                                          -----------------------------------------------------------------

                                                             Average    Interest               Average    Interest
                                                           Outstanding   Earned     Yield /  Outstanding   Earned   Yield /
                                                             Balance      /Paid      Rate      Balance      /Paid    Rate
                                                          -----------------------------------------------------------------
                                                                                  (Dollars in thousands)
<S>                                                          <C>         <C>         <C>       <C>         <C>        <C>
Earning Assets:
   Federal funds sold                                        $  5,497    $     41    2.99%     $  6,478    $     15   0.93%
   Interest bearing deposits                                    9,799         119    4.87%        7,498         127   6.81%
   Securities (1)                                             296,404       2,945    3.99%      311,901       2,729   3.52%
   Loans, Net(2)                                              394,361       6,835    6.95%      364,144       6,022   6.65%
                                                             --------------------              --------------------
                 Total earning assets                         706,061       9,940    5.65%      690,021       8,893   5.18%

   Non-earning assets                                          48,390                            44,753
                                                             --------                          --------
                    Total assets                             $754,451                          $734,774
                                                             ========                          ========
Liabilities:
   Savings accounts                                          $ 98,828    $    162    0.66%     $ 95,113    $    139   0.59%
   Money market accounts                                       40,386         237    2.35%       26,930          53   0.79%
   NOW accounts                                               118,757         297    1.00%      125,143         244   0.78%
   Time accounts                                              280,425       2,197    3.14%      277,120       1,860   2.70%
   Borrowings                                                  76,396         666    3.50%       80,469         801   4.00%
                                                             --------------------              --------------------
          Total interest bearing liabilities                  614,792       3,559    2.32%      604,775       3,097   2.06%

   Non-interest bearing deposits                               66,143                            60,106
   Other non-interest bearing liabilities                       5,319                             5,330
                                                             --------                          --------
   Total liabilities                                          686,254                           670,211
   Stockholders' equity                                        68,197                            64,563
                                                             --------                          --------
        Total liabilities and shareholder equity             $754,451                          $734,774
                                                             ========                          ========

     Net interest income                                                 $  6,381                          $  5,796
                                                                         ========                          ========

   Net interest rate spread (3)                                                      3.33%                            3.12%
                                                                                     ====                             ====

     Net earning assets                                      $ 91,269                          $ 85,246
                                                             ========                          ========

   Net interest margin (4)                                                           3.62%                            3.38%
                                                                                     ====                             ====

   Ratio of earning assets to interest bearing liabilities     114.85%                           114.10%
                                                             ========                          ========
</TABLE>

(1) Securities are shown at average amortized cost with net unrealized gains or
losses on securities available-for-sale included as a component of non-earning
assets.

(2) Average net loans equal average total loans less the average allowance for
loan losses. However, for purposes of these computations, non-accrual loans are
included in average loan balances outstanding.

(3) Net interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.

(4) The net interest margin, also known as the net yield on average
interest-earning assets, represents net interest income as a percentage of
average interest-earning assets.


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                             For the Six Months Ended June 30,
                                                           -----------------------------------------------------------------
                                                                           2005                              2004
                                                           -----------------------------------------------------------------

                                                              Average    Interest               Average    Interest
                                                            Outstanding   Earned     Yield /  Outstanding   Earned   Yield /
                                                              Balance      /Paid      Rate      Balance      /Paid    Rate
                                                           -----------------------------------------------------------------
                                                                                   (Dollars in thousands)
<S>                                                           <C>         <C>          <C>     <C>         <C>        <C>
Earning Assets:
    Federal funds sold                                        $  4,929    $     66     2.70%   $  6,865    $     33   0.97%
    Interest bearing deposits                                    9,805         236     4.85%      7,509         253   6.78%
    Securities (1)                                             302,674       6,030     4.02%    308,659       5,742   3.74%
    Loans, Net (2)                                             392,126      13,428     6.91%    361,332      11,961   6.66%
                                                              --------------------             --------------------
                   Total earning assets                        709,534      19,760     5.62%    684,365      17,989   5.29%

    Non-earning assets                                          47,721                           45,002
                                                              --------                         --------
                      Total assets                            $757,255                         $729,367
                                                              ========                         ========

Liabilities:
    Savings accounts                                          $ 98,691    $    314     0.64%   $ 94,114    $    312   0.67%
    Money market accounts                                       36,611         393     2.16%     28,975         116   0.81%
    NOW accounts                                               120,022         578     0.97%    124,958         519   0.84%
    Time accounts                                              277,850       4,275     3.10%    273,127       3,693   2.72%
    Borrowings                                                  85,582       1,508     3.55%     77,708       1,566   4.05%
                                                              --------------------             --------------------
            Total interest bearing liabilities                 618,756       7,068     2.30%    598,882       6,206   2.08%

    Non-interest bearing deposits                               66,143                           60,106
    Other non-interest bearing liabilities                       4,252                            5,285
                                                              --------                         --------
    Total liabilities                                          689,151                          664,273
    Stockholders' equity                                        68,104                           65,094
                                                              --------                         --------
        Total liabilities and shareholder equity              $757,255                         $729,367
                                                              ========                         ========

     Net interest income                                                  $ 12,692                         $ 11,783
                                                                          ========                         ========

    Net interest rate spread (3)                                                       3.32%                          3.21%
                                                                                       ====                           ====

     Net earning assets                                       $ 90,778                         $ 85,483
                                                              ========                         ========

    Net interest margin (4)                                                            3.61%                          3.46%
                                                                                       ====                           ====

    Ratio of earning assets to interest bearing liabilities     114.67%                          114.27%
                                                              ========                         ========
</TABLE>

(1) Securities are shown at average amortized cost with net unrealized gains or
losses on securities available-for-sale included as a component of non-earning
assets.

(2) Average net loans equal average total loans less the average allowance for
loan losses. However, for purposes of these computations, non-accrual loans are
included in average loan balances outstanding.

(3) Net interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.

(4) The net interest margin, also known as the net yield on average
interest-earning assets, represents net interest income as a percentage of
average interest-earning assets.


                                       12
<PAGE>

Table of Non-performing Assets:

The following table sets forth information regarding non-performing loans and
assets as of the periods indicated.

                                                 -----------------------------
                                                 At June 30,   At December 31,
          Dollars in Thousands                      2005            2004
                                                 -----------------------------
Loans in Non-Accrual Status:
   Residential real estate (1)                   $      225        $      141
   Commercial real estate                             2,387             2,168
   Commercial (2)                                       626               243
   Consumer                                               4                 9
                                                 ----------------------------
        Total non-accruing loans                      3,242             2,561

Loans Contractually Past Due 90 Days
or More and Still Accruing Interest                      88               190
Troubled Debt Restructured Loans                         --                --
                                                 ----------------------------
       Total non-performing loans                     3,330             2,751
Other real estate owned                                  79                78
                                                 ----------------------------
Total non-performing assets                      $    3,409        $    2,829
                                                 ============================
Total non-performing assets as a
percentage of total assets                             0.45%             0.38%
                                                 ============================
Total non-performing loans as a
percentage of total loans                              0.82%             0.70%
                                                 ============================

(1) Includes home equity loans

(2) Includes agricultural loans and obligations (other than securities and
leases) of states and political subdivisions in the United States


                                       13
<PAGE>

Analysis of the Allowance for Loan Losses Table:

The following table sets forth changes in the allowance for loan losses for the
periods indicated:

<TABLE>
<CAPTION>
                                                             Three months ended          Six months ended
                                                                  June 30,                    June 30,
                                                           ----------------------      ----------------------
                                                             2005          2004          2005          2004
                                                           ----------------------      ----------------------
                                                           (Dollars in thousands)      (Dollars in thousands)
<S>                                                        <C>           <C>           <C>           <C>
Balance at beginning of period                             $ 6,378       $ 5,893       $ 6,250       $ 5,757

Charge offs:
Residential real estate (1)                                     --            --            18           113
Commercial real estate                                          --            --            --            43
Commercial (2)                                                  28            --            28            48
Consumer                                                       308           117           469           237
                                                           ----------------------      ----------------------
       Total charge offs                                       336           117           515           441
                                                           ----------------------      ----------------------

Recoveries:
Residential real estate (1)                                     16             5            36            19
Commercial real estate                                          --            --            --            --
Commercial (2)                                                  19             6            28            26
Consumer                                                        51            26            89            92
                                                           ----------------------      ----------------------
        Total recoveries                                        86            37           153           137
                                                           ----------------------      ----------------------

Net charge-offs                                                250            80           362           304
Provision for loan losses                                      240           300           480           660
                                                           ----------------------      ----------------------
Balance at end of period                                   $ 6,368       $ 6,113       $ 6,368       $ 6,113
                                                           ======================      ======================

Ratio of net charge-offs during the period to average
loans outstanding during the period (annualized)              0.25%         0.09%         0.18%         0.17%
                                                           ======================      ======================

Allowance for loan losses to total loans                      1.56%         1.63%         1.56%         1.63%
                                                           ======================      ======================

Allowance for loan losses to non-performing loans              191%          340%          191%          340%
                                                           ======================      ======================
</TABLE>

(1) Includes home equity loans

(2) Includes agricultural loans and obligations (other than securities and
leases) of states and political subdivisions in the United States


                                       14
<PAGE>

C. Comparison of Financial Condition at June 30, 2005 and December 31, 2004

Overview. Our financial condition changed modestly between December 31, 2004 and
June 30, 2005.  During the  first-half of 2005,  total assets  increased by less
than 1% in spite of acquiring two branch offices previously owned by HSBC in the
first quarter.  Specifically,  total assets increased by 0.6% or $4.193 million,
from $750.861 million at December 31, 2004 to $755.054 million at June 30, 2005.
We  experienced  only slight growth in our total assets because the net proceeds
obtained  in the HSBC  acquisition  were  primarily  used to  reduce  short  and
long-term  borrowings rather than acquire additional earning assets.  During the
fourth  quarter of 2004, we borrowed  $15.000  million from a large money center
bank  to  purchase  investment  securities  in  anticipation  of  replacing  the
borrowing  with  deposit  liabilities  assumed  in the  HSBC  transaction.  Upon
assuming  the branch  deposits  from HSBC during the first  quarter of 2005,  we
repaid the $15.000  million  short-term  borrowing  and, in effect,  substituted
short-term borrowings with deposit liabilities.  An additional $9.713 million in
short and long-term borrowings were also repaid during the period.

Between  December 31, 2004 and June 30, 2005,  total loans  increased by $15.868
million or 4.1% and total cash and cash  equivalents by $4.897 million or 23.8%.
During  the same  timeframe  total  investment  securities  (including  trading,
available-for-sale  and held-to-maturity)  decreased by $19.881 million or 6.4%.
Approximately one-half of the increase in total loans was due to the HSBC branch
acquisition. During the period we decreased total investment securities balances
to fund loan growth,  repay short and long-term borrowings and increase our cash
and cash equivalents position for liquidity purposes.

Asset Quality.  We use several  measures to determine the overall credit quality
of our loan portfolio.  These include the level of delinquent loans (those 30 or
more days delinquent,  excluding loans placed on non-accrual  status), the level
of  non-performing  loans,  the level of potential  problem loans and the dollar
amount and type of loan charge-offs we experience. Between December 31, 2004 and
June 30, 2005 the credit quality of our loan portfolio  declined  modestly.  The
levels of delinquent loans,  non-performing loans,  potential problem loans, and
net charge-offs increased between the periods.

Total non-performing loans,  including non-accruing loans, loans 90 days or more
past due and still  accruing  interest and  troubled  debt  restructured  loans,
increased  $579 thousand or 21.0%,  from $2.751  million at December 31, 2004 to
$3.330  million at June 30,  2005.  The  increase  in  non-performing  loans was
primarily  due to three loans (to one borrower)  with a current  balance of $652
thousand being placed into non-accrual status during the first quarter.

Potential  problem loans are loans,  which are currently  performing,  but where
information  about  possible  credit  problems  exists.  The amount of potential
problem  loans  may  vary  significantly  from  quarter  to  quarter  due to our
significant  volume of commercial loans with balances in excess of $1.0 million.
During the first-half of 2005,  potential problem loans increased $1.271 million
or 14.7%, from $8.662 million at December 31, 2004 to $9.933 million at June 30,
2005. The increase in potential problem loans from the period ended December 31,
2004 to the period ended June 30, 2005 was  primarily due to the addition of two
large commercial borrowers during the first-half of the year with combined total
loan  balances of $2.073  million  offset by the  transfer of three  substandard
loans (to one borrower)  with a current  balance of $652 thousand to non-accrual
status.

At June 30, 2005,  loans that were 30 or more days delinquent  (excluding  loans
placed  on  non-accrual  status)  totaled  $2.967  million  or  0.73%  of  loans
outstanding.  By comparison at December 31, 2004 we had $2.267  million or 0.58%
of loans  outstanding  in this same  category,  a net increase of $700  thousand
between the periods.  The increase in delinquent loans between December 31, 2004
and June 30,  2005 has  primarily  occurred in our  commercial  real estate loan
portfolio.

Net loan charge-offs for the six-month period ended June 30, 2005,  totaled $363
thousand,  as  compared to $304  thousand  during the same  quarter in 2004.  An
increase in consumer  loan  charge-offs  was primarily  responsible  for the $59
thousand or 19.4% increase in net charge-offs between the periods.

The allowance for loan losses increased from $6.250 million at December 31, 2004
to  $6.368  million  at June  30,  2005.  The  allowance  for loan  losses  as a
percentage  of total  loans  outstanding  was  fairly  stable  at 1.60% of loans
outstanding  at December  31, 2004,  as compared to 1.57% at June 30, 2005.  Our
management  and Board of  Directors  deemed  the  allowance  for loan  losses as
adequate at June 30, 2005.

The credit  quality of the  investment  securities  portfolios  remained  strong
during  the  first-half  of 2005.  At June  30,  2005,  99.8% of the  investment
securities  held in the  Company's  bond  portfolio  were rated "A" or better by
Moody's credit rating service; 95.1% were rated AAA. By comparison,  at December
31, 2004, 99.8% were rated "A" or better and 94.1% were rated AAA.


                                       15
<PAGE>

D.  Comparison of Results of Operations for the Three Months Ended June 30, 2005
and 2004

Overview.  During the second  quarter of 2005,  our net income and  earnings per
share were $1.999  million and $0.18  respectively.  This was a $148 thousand or
8.0%  increase  in net  income and a $0.01  increase  in  earnings  per share as
compared  to the second  quarter of 2004.  During the second  quarter of 2004 we
earned $1.851 million in net income and earnings per share of $0.17. Significant
improvements in net interest income and non-interest income between the quarters
were  partially  offset by  significant  increases in  non-interest  expense and
income taxes.  In the second  quarter of 2005 versus the second quarter of 2004,
net interest income and non-interest  income increased by $585 thousand and $382
thousand, respectively, while non-interest expense and income taxes increased by
$732  thousand and $147  thousand,  respectively.  Improvements  in net interest
income  were  largely  driven by improved  loan  yields (due to higher  interest
rates) and  volumes and  increased  investment  securities  yields due to slower
prepayments on mortgage-backed securities. Every category of non-interest income
increased between quarters,  as did most categories of non-interest  expense due
to expansion  activities,  increased  regulatory  compliance  costs and our core
computer system conversion scheduled for the third quarter of 2005.

The increase in net income resulted in an increase in both our return on average
assets and return on average stockholders' equity. More specifically, during the
second quarter of 2005 our return on average assets and return on average equity
were 1.06% and 11.76%, respectively,  as compared to 1.01% and 11.53% during the
second quarter of 2004.

Net Interest  Income.  Net  interest  income is our most  significant  source of
revenue.  During the second  quarter  of 2005 and  second  quarter of 2004,  net
interest  income  comprised 81% and 84% of net revenue (net interest income plus
non-interest  income),  respectively.  In the three-month  period ended June 30,
2005, net interest income was $6.381 million. By comparison, for the three-month
period ended June 30, 2004 our net interest income was $5.796 million.  The $585
thousand  improvement in net interest  income between the periods was the result
of several factors, which are explained below.

During the 12-month  period  preceding  June 30,  2005,  the Federal Open Market
Committee, raised the target federal funds rate 225 basis points (nine increases
of 25 basis points).  These actions  prompted nine  corresponding 25 basis point
increases in the national  prime  lending  rate, an index to which a significant
portion of our  variable  rate loan  portfolio  was tied.  These  interest  rate
increases,  along with a $30.217  million  or 8.3%  increase  in  average  loans
outstanding, increased the interest and fees on loans from $6.022 million in the
three-month  period  ended June 30,  2004 to $6.835  million in the  three-month
period ended June 30, 2005.  This  represents an $813 thousand or 13.5% increase
between the periods.

The interest and dividends  earned on investment  securities also increased on a
comparable  quarter basis. The total interest and dividends earned on investment
securities,   including   trading,   available-for-sale   and   held-to-maturity
securities,  increased  $216  thousand  from  $2.729  million  during the second
quarter  of 2004 to $2.945  million  during  the  second  quarter  of 2005.  The
increase was driven by a 47 basis point  improvement  in  investment  securities
yields, offset by a $15.497 million decrease in the average volume of investment
securities  outstanding.  During the second  quarter  of 2004 we  recorded  $795
thousand  of  net  amortization  of  premiums  and  accretion  of  discounts  on
investments,  as compared to only $269  thousand in the second  quarter of 2005.
During  the second  quarter of 2004 we  experienced  abnormally  high  levels of
mortgage  backed  securities  principal   prepayments  on  our  mortgage  backed
securities  portfolio due to low residential mortgage rates. This required us to
record significant amortization of premiums on investments. Although residential
mortgage rates remained low during the second quarter of 2005, prepayment levels
on our  mortgage-backed  securities subsided because most homeowners had already
refinanced their mortgage during 2003 or 2004.

The  increase  in both the yield on  earning  assets  and the  volume of earning
assets that drove the  improvement in interest  income of $1.047  million,  were
partially offset by higher funding costs. On a comparable quarter basis interest
expense increased $462 thousand or 14.9%. As short-term interest rates increased
during the last two  quarters  of 2004 and the first two  quarters  of 2005,  we
raised  the  rates  of  interest  paid  on  interest-bearing  deposit  accounts,
particularly savings, money market, NOW and time accounts.  These increases were
offset by a reduction in both the average volume and rate on borrowings.  During
the first-half of 2005 we repaid two $10.000 million borrowings bearing rates of
interest  of  6.52%  and  6.55%.  These  were  replaced  by two  $5.000  million
borrowings  bearing  rates of  interest  of 3.62% and 3.85%,  which,  in effect,
reduced the average volume and average rate paid for borrowings.

Rate and Volume  Analysis:  The purpose of a rate volume analysis is to identify
the dollar  amount of change in net  interest  income due to changes in interest
rates  versus  changes  in the volume of earning  assets  and  interest  bearing
liabilities.


                                       16
<PAGE>

Rate and Volume Table:

The following  table presents  changes in interest  income and interest  expense
attributable to changes in volume (change in average balance multiplied by prior
year rate),  changes in rate (change in rate  multiplied  by prior year volume),
and the net change in net interest  income.  The net change  attributable to the
combined  impact of volume and rate has been  allocated to each in proportion to
the  absolute  dollar  amount of  change.  The table has not been  adjusted  for
tax-exempt interest.

<TABLE>
<CAPTION>
                                        For the Three Months Ended        For the Six Months Ended
                                                  June 30,                          June 30,
                                       -----------------------------    -----------------------------
                                                2005 vs. 2004                    2005 vs. 2004
                                       -----------------------------    -----------------------------
                                         Rate      Volume     Total       Rate      Volume     Total
                                       -----------------------------    -----------------------------
                                               (In thousands)
<S>                                    <C>        <C>        <C>        <C>        <C>        <C>
Earning assets:
Federal Funds Sold                     $    29    $    (3)   $    26    $    45    $   (12)   $    33
Interest Bearing Deposits                  (41)        33         (8)       (82)        65        (17)
Securities                                 359       (143)       216        401       (113)       288
Loans                                      298        515        813        422      1,045      1,467
                                       -----------------------------    -----------------------------
       Total earning assets                645        402      1,047        786        985      1,771
                                       -----------------------------    -----------------------------

Interest bearing liabilities:
Savings accounts                            18          5         23        (14)        16          2
Money market accounts                      148         37        185        239         38        277
NOW accounts                                65        (13)        52         80        (21)        59
Time accounts                              301         36        337        501         81        582
Borrowings                                 (96)       (39)      (135)      (208)       150        (58)
                                       -----------------------------    -----------------------------
  Total interest bearing liabilities       436         26        462        598        264        862
                                       -----------------------------    -----------------------------

Change in net interest income          $   209    $   376    $   585    $   188    $   721    $   909
                                       -----------------------------    -----------------------------
</TABLE>

Net interest income was $585 thousand  greater in the  three-month  period ended
June 30,  2005 than in the  three-month  period  ended June 30,  2004.  Interest
income  increased  $1.047  million  due to both an  increase  in the rate and an
increase in the volume of earning assets.  More  specifically,  $645 thousand of
the  increase in interest  income was due to the increase in the rate of earning
assets,  while $402  thousand of the increase in interest  income was due to the
increase in the volume on earning assets.  Increases in both the volume and rate
on loans  contributed  $813  thousand  or 77.7% of the net  increase in interest
income period over period.  The Federal Open Market  Committee raised the target
federal funds rate 225 basis points during the 12-month  period  preceding  June
30, 2005,  which  drove-up the prime lending rate and our average yield on loans
by 30 basis points between  comparable  periods.  In addition,  we  successfully
increased the average volume of loans outstanding by $30.217 million  (including
$7.635  million from the HSBC branch  acquisition)  between the  periods,  which
contributed $515 thousand of additional  interest income quarter over quarter. A
47 basis point  improvement  in  investment  securities  yields  contributed  an
additional  $359  thousand of interest  income  between  the  quarters,  but was
partially  offset by a $143 thousand  decrease due to a lower average  volume of
investment securities.

The $1.047  million  increase in interest  income was offset by a $462  thousand
increase in the cost of interest bearing  liabilities;  $436 thousand due to the
increase  in rate and only $26  thousand  due to the  increase  in the volume of
interest  bearing  liabilities.  The  interest  expense  recorded  on  our  most
interest-sensitive  liabilities,   including  time  accounts  and  money  market
accounts,  increased  due to both an increase in volume and an increase in rate.
Specifically,  interest  expense on time accounts and interest  expense on money
market  increased  $337  thousand  and  $185  thousand,  respectively,  over the
comparable  periods.  Between the end of the second  quarter of 2004 through the
end of the second  quarter of 2005,  we raised  the  interest  rates paid on our
certificates of deposit to remain competitive  within our market.  This drove-up
the cost of time  accounts  resulting  in a $301  thousand  increase in interest
expense due to rate. In addition,  a significant portion of money market account
balances were indexed to the 90-day  Treasury bill rate,  causing an increase in
the average  rate paid for money  market  deposits  from 0.79% during the second
quarter of 2004 to 2.35% during the second  quarter of 2005.  The rate  increase
resulted in an  additional  $148  thousand of interest  expense on a  comparable
quarter basis.


                                       17
<PAGE>

Provision  for Loan  Losses.  We  recorded a  provision  for loan losses of $240
thousand for the  three-month  period  ended June 30, 2005,  as compared to $300
thousand  for the  three-month  period  ended  June  30,  2004,  a $60  thousand
decrease.  During the  second-half  of 2004 we lowered  the  provision  for loan
losses due to  improvements  in the credit  quality of our loan  portfolio.  The
credit  quality of the loan  portfolio  remained  strong at  December  31,  2004
prompting  us to  maintain  the level of the  provision  for loan losses at $240
thousand  per quarter for the first two quarters of 2005.  However,  the quarter
ended June 30,  2005 marked the second  consecutive  quarter in which our credit
quality measures showed signs of modest deterioration.  Specifically, delinquent
loans,  potential  problem loans,  non-performing  loans and net charge-offs all
worsened  between  December  31,  2004 and  June 30,  2005.  If  current  trends
continue,  we expect to increase our  provision for loan losses during the third
quarter of 2005.

Non-Interest  Income.  Non-interest  income increased  significantly  during the
second quarter of 2005, as compared to the second quarter of 2004.  Non-interest
income was $1.451 million during the three-month  period ended June 30, 2005, as
compared to $1.069 million during the three-month  period ended June 30, 2004, a
$382 thousand or 35.7% increase.  On a comparable  quarter basis, every category
of  non-interest  income  increased,  including  trust fees,  service charges on
deposit accounts, commissions income, net investment security gains, increase in
the cash surrender  value of bank owned life  insurance,  other service fees and
other income.

The most significant  contributing factor to the increase in non-interest income
was a $169 thousand  improvement  in net  investment  securities  gains (losses)
between the quarters.  During the second quarter of 2005, we sold $4.594 million
of  available-for-sale  investment  securities,  primarily municipal securities,
generating  $148 thousand of net investment  securities  gain.  This compares to
$528  thousand of  available-for-sale  investment  securities  proceeds  and net
investment securities losses of $21 thousand in the second quarter of 2004.

Trust fees,  service charges on deposit  accounts,  other service fees and other
income increased by a total of $147 thousand  between the quarters.  Between the
quarters  we:  (i)  successfully  increased  investment  services  and  mortgage
origination  revenues  through  increased  sales  promotions and programs,  (ii)
raised select service fees and charges on deposit  accounts and other  services,
and (iii)  increased the size of our customer base  (primarily  through the HSBC
branch  acquisition).  Commission income increased $48 thousand or 38.1% between
the  quarters  due  primarily  to an increase in  insurance  agency  contingency
payments and the  acquisition  of a small  specialized  insurance  agency by the
Bank's  insurance  agency  subsidiary,  Mang - Wilber  LLC,  late in the  second
quarter of 2004.

Non-Interest  Expense.  All  categories  of  non-interest  expense,  except  net
occupancy expense of bank premises, increased between the second quarter of 2004
and the second quarter of 2005.  Non-interest expense increased $732 thousand or
17.8%, from $4.113 million for the quarter ended June 30, 2004 to $4.845 million
for the quarter ended June 30, 2005. Several factors contributed to the increase
in non-interest expenses,  namely our expansion and acquisition activities,  our
pending  core  computer  system  conversion,   and  an  increase  in  regulatory
compliance requirements related to our common stock registration with the SEC.

The  increase in  salaries  and  employee  benefits  expense  between the second
quarter of 2004 and the second quarter of 2005 was  responsible for 67.6% of the
net increase in non-interest  expense.  On a comparable quarter basis,  salaries
and employees  benefits  expense  increased $495 thousand or 19.0%,  from $2.603
million in the  three-month  period ended June 30, 2004 to $3.098 million in the
three-month  period ended June 30, 2005.  This  increase  can be  attributed  to
several factors.  Between the quarters,  we increased our number of employees to
serve the customers  acquired in the HSBC branch acquisition and to staff a loan
production office opened in Syracuse,  New York. We incurred more overtime wages
for hourly  wage  employees  in the second  quarter of 2005 due to pending  core
computer system  conversion and the HSBC acquisition.  And finally,  the cost of
our  benefit  plans  increased   significantly  between  quarters.  The  expense
associated with our partially  self-insured  health insurance plan increased $91
thousand or 50.6%,  from $180 thousand during the second quarter of 2004 to $271
thousand  during  the  second  quarter  of 2005 due to an  increase  in  claims.
Similarly,  our defined  benefit  retirement  plan expense  increased  from $119
thousand  during the second  quarter of 2004 to $143 thousand  during the second
quarter of 2005.

Computer   service  fee  expenses   increased  from  $124  thousand  during  the
three-month  period ended June 30, 2004 to $183 thousand  during the three-month
period ended June 30, 2005, a $59 thousand or 47.6% increase.  During the second
quarter of 2005 we incurred  significant  one-time  data  conversion  and travel
costs  associated  with  our  core  computer  system  conversion.   We  recorded
approximately  $63  thousand  of  non-recurring  expenses  related  to our  core
computer system conversion during the second quarter of 2005.

Professional  fees increased $58 thousand or 80.6%, from $72 thousand during the
three-month  period ended June 30, 2004 to $130 thousand  during the three-month
period ended June 30, 2005. The increase in professional fees between comparable
periods was primarily due to the recording of additional  external  auditor fees
and  consulting  fees  associated  with our efforts to fully comply with various
provisions of the Sarbanes - Oxley Act, (particularly


                                       18
<PAGE>

Section 404).

Occupancy expenses, furniture and fixture expenses and advertising and marketing
expenses  increased only modestly on a comparable  quarter basis.  In particular
these expenses  combined totaled $668 thousand for the three-month  period ended
June 30, 2004 versus $678  thousand  for the  three-month  period ended June 30,
2005, a $10 thousand or 1.5%  increase.  Several  components  of these  expenses
increased or decreased modestly between the comparable quarters.

Other  miscellaneous  expenses  increased from $646 thousand for the three-month
period  ended June 30, 2004 to $756  thousand for the  three-month  period ended
June 30, 2005, a $110 thousand or 17.0% increase  between the periods.  Although
there  were  various  increases  and  decreases  in  many  components  of  other
miscellaneous  expense,  much  of  the  increase  between  the  periods  can  be
attributed  to the HSBC branch  acquisition,  the pending core  computer  system
conversion  and an  increase in minority  interest  expense due to the  improved
earnings  of  the  Bank's  insurance  agency  subsidiary,  Mang  -  Wilber  LLC.
Specifically,  on a comparable quarter basis, amortization expense increased $30
thousand  (due to the  HSBC  branch  acquisition),  postage  and  shipping,  $25
thousand;  office  supplies,  $23  thousand;   minority  interest  expense,  $19
thousand;  telephone expense,  $16 thousand;  and travel and entertainment,  $12
thousand.

Income  Taxes.  Income  tax  expense  increased  from $601  thousand  during the
three-month  period ended June 30, 2004 to $748 thousand  during the three-month
period ended June 30, 2005, a $147 thousand increase. The increase in income tax
expense was primarily due to a $295 thousand  increase in pre-tax  income in the
three-month period ended June 30, 2005. In addition, a lesser portion of pre-tax
income was  generated  from our  tax-advantaged  Real  Estate  Investment  Trust
subsidiary, Wilber REIT, Inc., in the second quarter of 2005, as compared to the
second quarter of 2004, which decreased our effective tax rate.

E.  Comparison  of the Results of  Operations  for the Six Months Ended June 30,
2005 and 2004

Overview.  During the first-half of 2005, net income and earnings per share were
$4.169 million and $0.37  respectively.  By comparison  during the first-half of
2004 we earned  $4.135  million in net income and  earnings  per share of $0.37.
Although  earnings were very flat period over period, a few categories of income
and expense varied significantly between periods. An improvement in net interest
income between the periods and a reduction in the provision for loan losses were
the  primary  reasons  net  income  improved   slightly   between  the  periods.
Specifically,  net interest income  increased $909 thousand  between the periods
primarily due to increased  average loan volume and increased  rates of interest
on both loans and  investment  securities.  In addition,  the provision for loan
losses  decreased $180 thousand  between the periods.  These  improvements  were
largely offset by significant increases in non-interest  expenses.  Non-interest
expenses  increased  $972  thousand or 11.5%  between the  periods,  from $8.426
million in the  first-half of 2004 to $9.398  million in the first-half of 2005.
Increases in salaries and employee benefits expense,  net occupancy  expenses of
bank premises,  furniture and equipment  expense and  advertising  and marketing
expense were  primarily due to expansion  activities.  We opened a  full-service
branch in Johnson  City,  New York in the second  quarter of 2004,  acquired the
HSBC branches in the first  quarter of 2005,  and opened a  representative  loan
production  office in Syracuse,  New York during the second quarter of 2005. The
increase in our computer  service fees between the comparable  periods  totaling
$110  thousand  was  largely due to the  pending  conversion  of the Bank's core
computer  operating  system.  The  increase in  professional  fees  totaling $29
thousand were  primarily due to increased  auditing,  consulting  and legal fees
associated  with the  registration  of the Company's  common stock with the SEC,
including  Section 404 Sarbanes - Oxley Act  compliance  costs.  The increase in
other miscellaneous  expenses totaling $146 thousand were primarily due to extra
mailing,  postage,  office  supplies  and  check-printing  costs  related to our
expansion and acquisition activities; and an increase in amortization expense of
intangible assets due to the HSBC branch acquisition.

The slight  increase in net income  between the six-month  period ended June 30,
2005 and the six-month  period ended June 30, 2004 resulted in modest  decreases
in our return on average assets and our return on average  stockholders' equity.
More  specifically,  during the  first-half of 2005 our return on average assets
and return on average equity were 1.11% and 12.34%, respectively, as compared to
1.14% and 12.77% during the first-half of 2004. Between the periods, the rate of
growth in average  total assets and average  stockholders'  equity  outpaced the
growth in net income.

Net Interest  Income.  Net  interest  income is our most  significant  source of
revenue.  During the first-half of 2005 and the first-half of 2004, net interest
income  comprised  82% and 80% of our net  revenue  (net  interest  income  plus
non-interest income), respectively. In the six-month period ended June 30, 2005,
net interest income was $12.692 million. By comparison, for the six-month period
ended June 30, 2004, net interest income was $11.783 million.  The $909 thousand
improvement in net interest income between the periods was the result of several
factors, which are explained below.


                                       19
<PAGE>

Throughout the 12-month  period  preceding June 30, 2005 the Federal Open Market
Committee  raised the target federal funds rate 225 basis points (nine increases
of 25 basis points).  These actions  prompted nine  corresponding 25 basis point
increases in the national  prime  lending  rate, an index to which a significant
portion of our  variable  rate loan  portfolio  was tied.  These  interest  rate
increases,  along with a $31.241  million  or 8.5%  increase  in  average  loans
outstanding,  increased  the interest and fees on loans from $11.961  million in
the  six-month  period ended June 30, 2004 to $13.428  million in the  six-month
period ended June 30, 2005.  This  represents a $1.467 million or 12.3% increase
and was the primary reason interest income increased between the periods.

The interest and dividends  earned on investment  securities also increased on a
comparable  period basis.  The total interest and dividends earned on investment
securities,   including   trading,   available-for-sale   and   held-to-maturity
securities,  increased  $288  thousand  or 5.0% from $5.742  million  during the
first-half of 2004 to $6.030 million during the first-half of 2005. The increase
was primarily due to improved investment  securities yields and the reduction of
the net  amortization  of premiums and  accretion  of  discounts  on  investment
securities.  Very low residential  mortgage  interest rates in the first-half of
2004  prompted  very  high  rates  of  mortgage  refinancing   activity,   which
accelerated  principal  payments on our  mortgage-backed  investment  securities
reducing securities yields.  Although residential mortgage rates remained low in
the first-half of 2005, residential mortgage refinancing activity and prepayment
rates slowed significantly.

The  increase  in both the yield and  volume of  earning  assets  that drove the
improvement  in interest  income of $1.771  million,  were  partially  offset by
higher funding costs. As short-term interest rates increased during the 12-month
period  preceding  June 30,  2005,  we raised the rates of interest  paid on our
interest-sensitive  deposit accounts,  particularly  money market,  NOW and time
accounts.  These increases,  coupled with modest increases in the average volume
of money market and time accounts  offset by a slight  decrease in the rate paid
on savings accounts and a decline in average NOW account balances, resulted in a
$804 thousand  increase in the interest expense on deposit  liabilities  between
comparable six-month periods.

The  interest  expense  for  borrowings  (both long and  short-term  borrowings)
decreased  $58 thousand or 3.8% on a comparable  period basis due to decrease in
the  weighted  average  rate paid for  borrowings,  offset by an increase in the
average  volume of  borrowings.  During the first quarter of 2005, we repaid two
$10.000 million FHLBNY advances upon their maturity, one in January 2005 and the
other in March 2005. One advance carried a 6.52%  fixed-rate of interest and the
other a 6.55%  fixed  rate of  interest.  Upon  repaying  each  $10.000  million
maturing advance,  we re-borrowed $5.000 million from the FHLBNY at a much lower
rate of interest,  3.62% and 3.85% respectively.  In addition,  during the first
quarter of 2005, we repaid a $15.000 million  short-term  borrowing with a large
money center bank.

Rate and Volume  Analysis:  The purpose of a rate volume analysis is to identify
the dollar  amount of change in net  interest  income due to changes in interest
rates  versus  changes  in the volume of earning  assets  and  interest  bearing
liabilities.

Net interest income was $909 thousand greater in the six-month period ended June
30, 2005 than in the  six-month  period  ended June 30,  2004.  Interest  income
increased  $1.771 million due to both an increase in the rate and an increase in
the volume of earning assets.  More specifically,  $985 thousand of the increase
in  interest  income was due to the  increase  in the volume of earning  assets,
while $786  thousand of the increase in interest  income was due to the increase
in the rate on earning  assets.  Increases  in both the volume and rate on loans
contributed  $1.467  million or 82.8% of the net  increase  in  interest  income
period over period. The interest income on investment  securities increased $288
thousand between the periods, primarily due to improved yields.

The $1.771  million  increase in interest  income was offset by an $862 thousand
increase in the cost of interest bearing  liabilities;  $598 thousand due to the
increase in rate and $264 thousand due to the increase in the volume of interest
bearing  liabilities.  The interest expense recorded on most  interest-sensitive
liabilities, including time accounts and money market accounts, increased due to
both an increase  in volume and an increase in the rate paid to our  depositors.
Interest  expense on time  accounts and money  market  accounts  increased  $859
thousand  between the  periods,  $582  thousand  due to time  accounts  and $277
thousand  due to money  market  accounts.  Between the  periods our  competitors
raised  their  certificate  of  deposit  rates.  This  prompted  us to raise our
certificate of deposit rates to remain competitive and resulted in higher levels
of interest expense. In addition,  between the periods, the 90-day Treasury bill
rate increased over 200 basis points.  This rate serves as the key index for the
substantial majority of our money market deposit account balances.

Provision  for Loan  Losses.  We  recorded a  provision  for loan losses of $480
thousand  for the  six-month  period  ended June 30,  2005,  as compared to $660
thousand for the six-month period ended June 30, 2004, a $180 thousand decrease.
During the  second-half  of 2004 we lowered the provision for loan losses due to
improvements


                                       20
<PAGE>

in the credit  quality  of our loan  portfolio.  The credit  quality of the loan
portfolio  remained  strong at December  31, 2004  prompting  us to maintain the
level of the  provision  for loan  losses at $240  thousand  per quarter for the
first two quarters of 2005. However,  the quarter ended June 30, 2005 marked the
second consecutive  quarter in which our credit quality measures showed signs of
modest deterioration.  Specifically,  delinquent loans, potential problem loans,
non-performing  loans and net charge-offs all worsened between December 31, 2004
and June 30,  2005.  If  current  trends  continue,  we expect to  increase  our
provision for loan losses during the third quarter of 2005.

Non-Interest   Income.   Non-interest  income  decreased  slightly  between  the
six-month  period  ended June 30, 2005 and the  six-month  period ended June 30,
2004.  Specifically,  non-interest  income  decreased  $16 thousand or less than
1.0%, from $2.881 million for the six-month period ended June 30, 2004 to $2.865
million for the six-month  period ended June 30, 2005.  Increases in trust fees,
service charges on deposit  accounts  (particularly  penalty fees),  commissions
income,  other service fees and other income were offset by a minor reduction of
the  increase  in cash  surrender  value  of  bank-owned  life  insurance  and a
significant decrease in investment  securities gains. Between periods, we raised
select  service fees and charges and  increased  the size of our  customer  base
(primarily through the HSBC branch  acquisition).  In addition,  we successfully
increased   investment  services  and  mortgage   origination  revenues  through
increased sales promotions and programs.  These activities resulted in increased
service fee, trust,  commission and other income  totaling $299 thousand.  These
improvements  were offset by a $306 thousand  decrease in investment  securities
gains and a $9 thousand  decrease in the growth of the cash  surrender  value of
bank-owned life insurance between the periods.

Non-Interest  Expense.  Every category of non-interest expense increased between
the six-month period ended June 30, 2004 and the six-month period ended June 30,
2005,  resulting in a substantial  increase in our total  non-interest  expense.
Specifically,  non-interest expense increased $972 thousand or 11.5% between the
periods,  from $8.426 million for the first two quarters of 2004, as compared to
$9.398 million for the first two quarters of 2005.

Approximately  64% of the total increase in  non-interest  expense was due to an
increase in salaries  and  employee  benefits  expense.  Salaries  and  employee
benefits  increased  $622  thousand or 11.8%  between the  periods,  from $5.274
million during the first-half of 2004 to $5.896 million during the first-half of
2005.  Salaries and  overtime,  which is comprised  of employee  base  salaries,
employee  commissions,  employee incentives,  and deferred compensation expense,
increased $492 thousand or 12.1% between the periods, from $4.069 million in the
first-half of 2004 to $4.561  million in the first-half of 2005. Our HSBC branch
acquisition and other expansion  activities  contributed  significantly  to this
increase.  Benefits expense increased $182 thousand or 15.8% between the periods
from  $1.152  million  for the  six-month  period  ended June 30, 2004 to $1.334
million for the six-month  period ended June 30, 2005.  The increase in employee
benefits expense was primarily driven by a $83 thousand increase in group health
insurance  costs,  a $53  thousand  increase in FICA  expense and a $48 thousand
increase in the cost of our defined benefit pension plan.

Computer service fee expenses increased from $204 thousand during the first-half
of 2004 to $314 thousand during the first-half of 2005, a $110 thousand or 53.9%
increase.  During the first-half of 2005 we incurred  significant  one-time data
conversion and other costs associated with our core computer system  conversion.
We recorded  approximately $71 thousand of non-recurring expenses related to our
core computer system conversion during the first-half of 2005.

Professional  fees increased $29 thousand or 9.8%, from $297 thousand during the
first-half of 2004 to $326 thousand  during the  first-half of 2005.  During the
first quarter of 2004, we incurred significant  non-recurring  professional fees
related to the  Company's  SEC common  stock  registration  and  American  Stock
Exchange  listing.  Although  these fees did not recur during the  first-half of
2005, professional fees increased during the first six months of 2005 due to our
efforts to comply with various provisions of the Sarbanes - Oxley Act.

Occupancy  expenses and furniture and fixture expenses  increased  slightly from
$1.108  million  during  the  first-half  of 2004 to $1.140  million  during the
first-half  of 2005,  a $32  thousand  or 2.9%  increase.  The  increase  can be
primarily attributed to our recent expansion activities, in particular,  (i) the
opening of a branch in Johnson City (Broome County),  New York in March of 2004,
(ii) the opening of a loan production office (representative office) in Kingston
(Ulster  County),  New York in April 2004,  (iii) the  acquisition and continued
operation of an HSBC branch in Walton  (Delaware  County),  New York in February
2005, and (iv) the acquisition and  assimilation of the assets of an HSBC branch
acquired in Sidney (Delaware County), New York in February 2005.

Advertising  and  marketing  expenses  increased  from $212 thousand for the six
months ended June 30, 2004 to $245  thousand for the  six-months  ended June 30,
2005, a $33 thousand or 15.6%  increase.  The increase was  primarily due to our
expansion activities and related marketing and public relations  expenditures in
new markets.

Other  miscellaneous  expenses  increased  from $1.331 million for the six-month
period ended June 30, 2004 to $1.477 million for the six-month period ended June
30, 2005, a $146 thousand or 11.0% increase between the


                                       21
<PAGE>

periods.  Although  there  were  various  increases  and  decreases  in  several
components  of other  miscellaneous  expense,  much of the increase  between the
periods  can  be  attributed  to  expenses   associated  with  the  HSBC  branch
acquisition  and the core  computer  system  conversion,  namely a $40  thousand
increase in check  printing  costs,  a $38  thousand  increase  in  amortization
expense,  a $37  thousand  increase  in postage  and  shipping,  a $27  thousand
increase  in travel and  entertainment  and a $24  thousand  increase  in office
supplies between the periods.

Income  Taxes.  Income tax  expense  increased  from $1.443  million  during the
six-month  period  ended June 30, 2004 to $1.510  million  during the  six-month
period  ended June 30, 2005, a $67  thousand or 4.6%  increase.  Pre-tax  income
increased $101 thousand between comparable periods,  resulting in an increase in
income taxes between comparable periods.

F. Liquidity

Liquidity  describes  our ability to meet  financial  obligations  in the normal
course of  business.  Liquidity is primarily  needed to meet the  borrowing  and
deposit withdrawal requirements of our customers and to fund current and planned
expenditures.  We are  committed to  maintaining  a strong  liquidity  position.
Accordingly,  we monitor our  liquidity  position  on a daily basis  through our
daily funds management process. This includes:

o     maintaining  the  appropriate  levels of  currency  throughout  our branch
      system to meet the daily cash needs of our customers,

o     balancing our mandated  deposit or "reserve"  requirements  at the Federal
      Reserve Bank of New York,

o     maintaining adequate cash balances at our correspondent banks, and

o     assuring that adequate  levels of federal funds sold,  liquid assets,  and
      borrowing resources are available to meet obligations including reasonably
      anticipated daily fluctuations.

In addition to the daily  funds  management  process,  we also  monitor  certain
liquidity  ratios and complete a liquidity  assessment every 90 days to estimate
current and future  sources and uses of liquidity.  The 90-day  sources and uses
assessment is reviewed by our Asset and Liability Committee ("ALCO").  The ALCO,
based on this  assessment  and other  data,  determines  our  future  funding or
investment  needs and  strategies.  The following list represents the sources of
funds available to meet our liquidity requirements. Our primary sources of funds
are denoted by an asterisk (*).

              Source of Funding
              o Currency*
              o Federal Reserve and Correspondent Bank Balances*
              o Federal Funds Sold*
              o Loan and Investment Principal and Interest Payments*
              o Investment Security Maturities and Calls*
              o Demand Deposits & NOW Accounts*
              o Savings & Money Market Deposits*
              o Certificates of Deposit and Other Time Deposits*
              o Repurchase Agreements*
              o FHLBNY Advances / Lines of Credit*
              o Sale of Available for Sale Investment Securities
              o Brokered Deposits
              o Correspondent Lines of Credit
              o Fed. Reserve Discount Window Borrowings
              o Sale of Loans
              o Proceeds from Issuance of Equity Securities
              o Branch Acquisition
              o Cash Surrender Value of Bank Owned Life Insurance

The following  table  summarizes  several of our key liquidity  measures for the
periods stated:


                                       22
<PAGE>

Table of Liquidity Measures:

--------------------------------------------------------------------------------
                Liquidity Measure                   June 30,      December 31,
                                                      2005             2004
                                                 -------------------------------
Dollars in Thousands
--------------------------------------------------------------------------------
Cash and Cash Equivalents                            $25,436        $20,539
--------------------------------------------------------------------------------
Available for Sale Investment Securities at
Estimated Fair Value less Securities pledged for     $67,465        $63,472
State and Municipal Deposits and Borrowings
--------------------------------------------------------------------------------
Total Loan to Total Asset Ratio                      53.89%          52.08%
--------------------------------------------------------------------------------
FHLBNY Remaining Borrowing Capacity                  $20,038        $19,180
--------------------------------------------------------------------------------
Correspondent Bank Lines of Credit                   $10,000         $7,600
--------------------------------------------------------------------------------

In addition to the above liquidity  measures,  at June 30, 2005 and December 31,
2004 we had $15.247 million and $14.975 million, respectively, of cash surrender
value in bank-owned life insurance portfolio. These policies could be terminated
and surrendered for cash upon demand.

Between  December 31, 2004 and June 30, 2005,  our liquidity  position  improved
slightly due to the acquisition of the HSBC branch offices and the corresponding
reduction in borrowed  funds.  The net cash acquired from the acquisition of the
HSBC  branches  during the first quarter of 2005  totaling  $22.521  million was
primarily  used to repay  borrowings.  This,  in turn,  increased  the amount of
unencumbered  available-for-sale  investment securities between the periods. The
substantial majority of unencumbered  available-for-sale  investment  securities
are  highly  liquid  and could be sold  immediately  or  pledged  for  borrowing
purposes  to meet  our  anticipated  or  unanticipated  loan and  other  funding
requirements.  In addition,  the  anticipated  principal  repayments on existing
loans and investment  securities,  as well as the anticipated  deposit retention
levels continue to provide us with an adequate amount of liquidity.

Our  commitments  to extend credit and stand-by  letters of credit  increased by
$9.618 million or 14.4% between  December 31, 2004 to June 30, 2005. At June 30,
2005  commitments  to extend credit and stand-by  letters of credit were $76.621
million,  as compared to $67.003 million at December 31, 2004. This increase was
due to both an increase in home equity line of credit commitments assumed during
the HSBC branch  acquisition  and additional  commercial loan  commitments.  Our
experience indicates that draws on the commitments to extend credit and stand-by
letters of credit do not fluctuate  significantly  from quarter to quarter,  and
therefore, are not expected to materially impact our liquidity prospectively.

We recognize that deposit flows and loan and investment  prepayment activity are
affected by the level of interest rates, the interest rates and products offered
by competitors,  and other factors.  Based on our deposit retention  experience,
anticipated levels of regional economic activity,  particularly  moderate levels
of loan demand within our primary market area, and current  pricing  strategies,
we  anticipate  that we will have  sufficient  levels of  liquidity  to meet our
current funding commitments for several quarters prospectively.

G. Capital Resources and Dividends

The maintenance of appropriate capital levels is a management priority.  Overall
capital adequacy is monitored on an ongoing basis by our management and reviewed
regularly by the Board of Directors.  Our principal  capital planning goal is to
provide an adequate return to shareholders  while retaining a sufficient capital
base to provide for future expansion and comply with all regulatory standards.

At June 30, 2005  stockholders'  equity was $68.585 million,  a $980 thousand or
1.5% increase over December 31, 2004  stockholders'  equity of $67.605  million.
The  increase  in  stockholders'  equity was  primarily  due to an  increase  in
retained earnings. During the first-half of 2005 we earned $4.169 million of net
income and  declared  and paid  $2.126  million of  dividends,  netting a $2.043
million  increase in retained  earnings.  The increase in retained  earnings was
offset   by  a  $675   thousand   change   in  the   unrealized   loss   on  our
available-for-sale investment securities portfolio and $388 thousand of treasury
stock purchases.

The  Company and the Bank are both  subject to  regulatory  capital  guidelines.
Under  these  guidelines,  as  established  by federal  bank  regulators,  to be
adequately capitalized,  the Company and the Bank must both maintain the minimum
ratio of "Tier 1" capital to risk-weighted  assets at 4.0% and the minimum ratio
of total capital to risk-weighted assets of 8.0%. Tier 1 capital is comprised of
stockholders' equity, less intangible assets and


                                       23
<PAGE>

accumulated  other  comprehensive  income.  Total capital,  for this  risk-based
capital standard,  includes Tier 1 capital plus the Company's allowance for loan
losses.  Similarly,  for the Bank to be considered  "well  capitalized," it must
maintain  a Tier 1 capital  to  risk-weighted  assets  ratio of 6.0% and a total
capital  to  risk-weighted  assets  ratio of  10.0%.  The  Company  and the Bank
exceeded all capital adequacy and well  capitalized  guidelines at June 30, 2005
and December 31, 2004.  The  Company's  Tier 1 capital to  risk-weighted  assets
ratio and total  capital to  risk-weighted  assets  ratio at June 30,  2005 were
12.19% and 13.44%, respectively.

The principal  source of funds for the payment of  shareholder  dividends by the
Company has been  dividends  declared and paid to the Company by its  subsidiary
bank.  There are various  legal and  regulatory  limitations  applicable  to the
payment of dividends to the Company by its  subsidiaries  as well as the payment
of dividends by the Company to its shareholders. As of June 30, 2005, under this
statutory  limitation,  the maximum amount that could have been paid by the Bank
subsidiary  to the Company,  without  special  regulatory  approval,  was $8.732
million.  The ability of the Company and the Bank to pay dividends in the future
is and will continue to be influenced by regulatory policies, capital guidelines
and applicable laws.

ITEM 3: Quantitative and Qualitative Disclosures about Market Risk
------

Our business  activities  generate  market risk.  Market risk is the possibility
that changes in future market  conditions,  including interest rates and prices,
will  reduce  earnings  and make the Company  less  valuable.  We are  primarily
exposed to market risk through  changes in interest  rates.  This risk is called
Interest Rate Risk and is an inherent  component of risk for all banks. The risk
occurs  because we pay interest on deposits and borrowed  funds at varying rates
and  terms,  while  receiving  interest  income  on loans and  investments  with
different  rates and terms.  As a result,  our  earnings and the market value of
assets and  liabilities are subject to potentially  significant  fluctuations as
interest  rates rise and fall.  Our objective is to minimize the  fluctuation in
net  interest   margin  and  net  interest  income  caused  by  anticipated  and
unanticipated changes in interest rates.

Ultimately,  the Company's  Board of Directors is responsible for monitoring and
managing market and interest rate risk. The Board accomplishes this objective by
annually reviewing and approving an Asset and Liability Management Policy, which
establishes  broad risk limits and delegates  responsibility  to carry out asset
and  liability  oversight  and  control to the  Directors'  Loan and  Investment
Committee and management's ALCO.

We manage several  different  forms of interest rate risk. The first is mismatch
risk,  which  involves  the  mismatch  of  maturities  of fixed rate  assets and
liabilities.  The second is basis risk.  Basis risk is the risk  associated with
non-correlated  changes in different interest rates. For example,  we price many
of our  adjustable  rate  commercial  loans (an asset) using the Prime Rate as a
basis,  while some of our deposit  accounts (a  liability)  are tied to Treasury
security yields. In a given timeframe,  the Prime rate might decrease 2% while a
particular  Treasury security might only decrease 1%. If this were to occur, our
yield on Prime based  commercial  loans would  decrease by 2%, while the cost of
deposits might only decrease by 1% negatively  affecting net interest income and
net  interest  margin.  The third risk is option  risk.  Option  risk  generally
appears  in  the  form  of  prepayment  volatility  on  residential   mortgages,
commercial and commercial  real estate loans,  consumer  loans,  mortgage backed
securities,  and callable agency or municipal investment securities.  The Bank's
customers generally have alternative financing sources (or options) to refinance
their existing debt obligations with other financial institutions. When interest
rates decrease,  many of these  customers  exercise this option and refinance at
other institutions and prepay their loans with us, which requires us to reinvest
the prepaid  funds in lower  yielding  investments  and loans.  The same type of
refinancing  activity also  accelerates  principal  payments on  mortgage-backed
securities  held  by  the  Bank.  Municipal  investment  securities  and  agency
securities  are  issued  with  specified  call  dates  and call  prices  and are
typically  exercised by the issuer when interest  rates on  comparable  maturity
securities are lower than the current coupon rate on the security.

Measuring and managing  interest rate risk is a dynamic  process that the Bank's
management must continually  perform to meet the objective of maintaining stable
net interest  income and net interest  margin.  This means that prior to setting
the term or interest rate on loans or deposits,  or before purchasing investment
securities  or  borrowing  funds,  management  must  understand  the impact that
alternative  interest rates will have on the Bank's  interest rate risk profile.
This is accomplished  through simulation  modeling.  Simulation  modeling is the
process of "shocking" the current Balance Sheet under a variety of interest rate
scenarios  and then  measuring  the  impact of  interest  rate  changes  on both
projected  earnings and the market  value of the Bank's  equity.  The  estimates
underlying the sensitivity analysis are based on numerous assumptions including,
but not limited to: the nature and timing of interest rate changes,  prepayments
on loans and  securities,  deposit decay rates,  pricing  decisions on loans and
deposits,  and  reinvestment  / replacement  rates on asset and  liability  cash
flows.  While  assumptions  are  developed  based on available  information  and
current  economic  and  local  market  conditions,  management  cannot  make any
assurances  as  to  the  ultimate  accuracy  of  these   assumptions   including
competitive influences and customer behavior.  Accordingly,  actual results will
differ from those predicted by simulation modeling.


                                       24
<PAGE>

The following  table shows the projected  changes in net interest  income from a
parallel  shift in all market  interest  rates.  The shift in interest  rates is
assumed to occur in monthly  increments  of 0.50% per month until the full shift
is  complete.  In other words,  the model  assumes it will take six months for a
3.00% shift to take place. This is also known as a "ramped" interest rate shock.
The  projected  changes in net interest  income are totals for the  twelve-month
period  beginning  July 1, 2005 and  ending  June 30,  2006 under  ramped  shock
scenarios.

Interest Rate Sensitivity Table:

--------------------------------------------------------------------------------
      Interest Rates                   Dollars in Thousands
--------------------------------------------------------------------------------
                                                                 Projected
                                       Projected                 Change in Net
                                       Dollar      Projected     Interest Income
                         Projected     Change in   Percentage    as a Percent of
Interest                 Annualized    Net         Change in     Total
Rate             Prime   Net Interest  Interest    Net Interest  Stockholders'
Shock (1)        Rate    Income        Income      Income        Equity
--------------------------------------------------------------------------------
         3.00%   8.75%       $26,659        $576      2.21%            0.84%
--------------------------------------------------------------------------------
         2.00%   6.75%       $25,861     ($222)      -0.85%           -0.32%
--------------------------------------------------------------------------------
         1.00%   6.75%       $25,901     ($182)      -0.70%           -0.27%
--------------------------------------------------------------------------------
No change        5.75%       $26,083        --          --               --
--------------------------------------------------------------------------------
        -1.00%   4.75%       $25,511     ($572)      -2.19%           -0.83%
--------------------------------------------------------------------------------
        -2.00%   3.75%       $24,249   ($1,834)      -7.03%           -2.67%
--------------------------------------------------------------------------------
        -3.00%   2.75%       $23,734   ($2,349)      -9.01%           -3.42%
--------------------------------------------------------------------------------

(1) Under a ramped interest rate shock,  interest rates are modeled to change at
a rate of 0.50% per month.

Many  assumptions  are  embedded  within our  interest  rate risk  model.  These
assumptions  were  approved  by  the  Bank's  ALCO  and  were  based  upon  both
management's  experience  and  projections  provided  by  investment  securities
companies.  Assuming  our  prepayment  and other  assumptions  are  accurate and
assuming we take reasonable  actions to preserve net interest income, we project
that net  interest  income  would  decrease by $222  thousand or -0.85% of total
stockholders'  equity in a +2.00%  ramped  interest  rate shock.  Similarly,  we
project that net interest  income would  decrease by $1.834 million or -2.67% of
total  stockholders'  equity in a -2.00% ramped  interest rate shock.  These are
well within our Asset and Liability Policy  guideline,  which limits the maximum
projected  decrease in net interest income in a +2.00% or -2.00% ramped interest
rate shock to -5.00% of the Company's total equity capital.

Our  strategy  for  managing  interest  rate risk is impacted by general  market
conditions and customer demand. But,  generally,  we try to limit the volume and
term of fixed-rate assets and fixed-rate liabilities,  so that we can adjust the
mix and  pricing of assets and  liabilities  to  mitigate  net  interest  income
volatility.  We also  purchase  investments  for the  securities  portfolio  and
structure borrowings from the FHLBNY to counter-balance interest rate risk taken
in the loan portfolio.  We also offer  adjustable rate loan and deposit products
that change as interest rates change. Approximately 23% of our total assets were
invested in adjustable rate loans and investments at June 30, 2005.

ITEM 4: Controls and Procedures
------

Our  management,  including  the Chief  Executive  Officer  and Chief  Financial
Officer,  evaluated the design and  operational  effectiveness  of the Company's
disclosure   controls  and  procedures  (as  defined  in  Rule  13(a)-15(e)  and
15(d)-15(e)  under the  Securities  Exchange Act of 1934, as amended) as of June
30, 2005.  Based upon that  evaluation,  the Chief  Executive  Officer and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures were effective in ensuring that information  required to be disclosed
by the Company in reports that it files or submits under the Securities Exchange
Act of 1934 are recorded,  processed,  summarized  and reported  within the time
periods specified in the SEC's rules and forms.


                                       25
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1: Legal Proceedings
------

The Company is not the subject of any material pending legal proceedings,  other
than ordinary routine litigation occurring in the normal course of its business.

On an ongoing basis,  the Bank also becomes subject to various legal claims from
time to time, which arise in the normal course of business.  The various pending
legal claims against the Bank will not, in the opinion of management  based upon
consultation with counsel,  result in any material  liability to the Company and
will not materially affect our financial position, results of operations or cash
flow.

ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds
------

A. Changes in the Rights of Holders of Our Registered Securities

At our  Annual  Meeting  of  Shareholders  held on April 23,  2005,  a  Restated
Certificate of Incorporation was approved,  which materially modified the rights
of the holders of our common stock.  Specifically,  the  shareholders  adopted a
Restated Certificate of Incorporation for the Company, which:

      1.    Restated  the  Company's  purpose,   eliminated  obsolete  statutory
            references and added mandatory statutory references,  and designated
            the New York Secretary of State as agent for service of process;

      2.    Provides  for a  classified  Board  of  Directors  having  staggered
            three-year terms of office for each directorship;

      3.    Eliminates  cumulative  voting  in the  election  of  the  Company's
            Directors;

      4.    Requires a  supermajority  vote of the  outstanding  common stock to
            approve a merger of the Company and other extraordinary transactions
            involving the Company; and

      5.    Permits the Board of  Directors,  in its  discretion,  to consider a
            number of factors when evaluating an offer to acquire  securities of
            the Company and take defensive measures in connection with unwelcome
            acquisition offers.

A full  description  of  each  of the  above  amendments  and  reasons  for  the
amendments  were  provided  in the  Company's  April 23, 2005  Definitive  Proxy
Statement filed with the Securities and Exchange Commission on March 24, 2005, a
copy of which can be found on our website, www.wilberbank.com.

B. Issuances or Modifications of Other Classes of Securities

During the three-month period ended June 30, 2005, we did not issue any class of
security that could materially limit or qualify the rights of the holders of our
common stock.

C. Sale of Unregistered Securities

During the  three-month  period ended June 30, 2005,  we did not sell any of our
registered securities or new securities not registered under the Securities Act.

D. Stock Repurchases

On August 27, 2004 we  announced  that our Board of  Directors  approved a stock
repurchase  program,  which  authorizes  the  purchase,  at  the  discretion  of
management,  of up to $1.5 million of the  Company's  common  stock.  All shares
repurchased  under the  repurchase  program  will be made in the open  market or
through  private  transactions  and will be limited to one transaction per week,
and  shall  be  conducted   exclusively  through  Merrill  Lynch,  a  registered
broker-dealer.  All such purchases shall be effected in compliance with the laws
of the State of New York,  Rule 10b(18) of the  Securities  Exchange Act of 1934
and the rules and  regulations  thereunder,  and the rules of the American Stock
Exchange. The following table summarizes the shares repurchased by us under this
repurchase program during the three-month period ended June 30, 2005:


                                       26
<PAGE>

Share Repurchases:

                                                                      Remaining
                          Total Number  Average Price                   Share
                           of Shares      Paid per     Total Cost     Repurchase
          Period           Purchased       Share          (1)         Authority
--------------------------------------------------------------------------------
April 1 - April 30, 2005           0       $   --       $     --     $1,114,695
May 1 - May 31, 2005          15,000       $12.20        182,950        931,745
June 1 - June 30, 2005             0       $   --             --     $  931,745
                                               --
                           -----------------------------------------------------
Totals                        15,000       $12.20       $182,950

(1) Excludes brokerage commissions paid by the Company.

All shares  purchased  by the Company in the  three-month  period ended June 30,
2005 were purchased under the publicly announced program.

On July 22, 2005, the Board of Directors  revised the Company's stock repurchase
plan.  Under the revised  plan,  management's  share  repurchase  authority  was
renewed, in effect increasing  management's authority from $932 thousand back to
$1.5  million.  In addition,  under the revised plan,  private  purchases may be
transacted  directly with the seller and need not be transacted  through Merrill
Lynch. Each private  transaction is individually  subject to the approval of the
Board of Directors of the Company.

ITEM 3: Defaults Upon Senior Securities
------

The  Company  did not default on any senior  securities  during the  three-month
period ended June 30, 2005.

ITEM 4: Submission of Matters to a Vote of Security Holders
------

On April 23, 2005 the Company held its Annual  Meeting of  Shareholders.  On the
record date for the Annual Meeting of Shareholders,  March 11, 2005,  11,178,092
shares of the Company's common stock, par value $.01 per share,  were issued and
outstanding  and eligible to be voted.  At the meeting four proposals were voted
upon,  all of which were  approved  by the  Shareholders.  A total of  8,887,034
shares  were voted at the  meeting.  A summary of each  proposal  and the voting
results are provided below:


                                       27
<PAGE>

Annual Meeting of Shareholders Voting Results:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                                 Withheld /
             Description of Matter                    For         Against    Abstentions
-----------------------------------------------------------------------------------------
<S>                                               <C>             <C>            <C>
1. To fix the number of directors of the           8,842,797       15,040         29,197
Company at twelve (12)
-----------------------------------------------------------------------------------------
2. To elect the following twelve (12) nominees to the
Company's Board of Directors
  Brian R. Wright (1)                              8,887,225       12,116              0
  David F. Wilber, III (1)                         9,444,325        6,216              0
  James F. VanDeusen (1)                          13,052,425       10,916              0
  Philip J. Devine                                 8,260,925       33,064              0
  Alfred S. Whittet                                8,257,225        6,316              0
  Douglas C. Gulotty                               8,255,525        7,816              0
  Geoffrey A. Smith                                8,257,125        6,216              0
  James L. Seward                                  8,291,925        7,416              0
  Joseph P. Mirabito                               8,256,125        7,216              0
  Richard E. Keene                                 8,255,525        7,816              0
  Olon T. Archer                                   8,281,125        6,216              0
  Mary C. Albrecht                                 8,254,525        8,816              0
-----------------------------------------------------------------------------------------
3. To approve certain amendments to, and
restatement of, the Company's Certificate of       7,598,601      112,005        117,279
Incorporation
-----------------------------------------------------------------------------------------
4. To ratify the appointment of KPMG LLP, as
our independent auditors for the fiscal year       8,780,580        8,462         97,992
ending December 31, 2005
-----------------------------------------------------------------------------------------
</TABLE>

(1) Includes votes cast using cumulative voting rights.

ITEM 5: Other Information
------

None.

ITEM 6:  Exhibits
------

(a) See Exhibit Index to this Form 10-Q


                                       28
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

THE WILBER CORPORATION

By: /s/ Alfred S. Whittet                   Dated:   August 4, 2005
   ---------------------------------              -------------------

Alfred S. Whittet
Vice Chairman, President and Chief Executive Officer

By: /s/ Joseph E. Sutaris                   Dated:   August 4, 2005
   ---------------------------------              -------------------

Joseph E. Sutaris
Treasurer and Chief Financial Officer


                                       29
<PAGE>

                                  EXHIBIT INDEX

No.       Document

31.1     Certification of Chief Executive Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002

31.2     Certification of Chief Financial Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002

32.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350

32.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350


                                       30