SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
                                    FORM 10-Q
(Mark One)

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

For the quarterly period ended                        March 31, 1999   
                               ------------------------------------------------

                                       OR

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

For the transition period from _____________________ to ______________________

                         Commission file number   0-27010
                                                -----------

                           LITTLE FALLS BANCORP, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New Jersey                                      22-3402073         
--------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. employer identification
incorporation or organization)                     no.)

86 Main Street, Little Falls, New Jersey                               07424 
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code    (973) 256-6100         
                                                   -------------------
                                       N/A
--------------------------------------------------------------------------------
Former name, former address and former fiscal year,if changed since last report.

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date May 11, 1999.

     Class                                                       Outstanding
---------------------------                                 -------------------
$.10 par value common stock                                   2,470,551 shares


<PAGE>

                           LITTLE FALLS BANCORP, INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 1999

                                      INDEX

                                                                      Page
                                                                     Number

PART I - CONSOLIDATED FINANCIAL INFORMATION OF LITTLE FALLS
             BANCORP, INC.

Item 1.  Financial Statements and Notes Thereto...........................1
Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.....................6
Item 3. Quantitative and Qualitative Disclosure about Market Risk........12

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings...............................................14
Item 2.  Changes in Securities...........................................14
Item 3.  Defaults upon Senior Securities.................................14
Item 4.  Submission of Matters to a Vote of Security Holders.............14
Item 5.  Other Materially Important Events...............................14
Item 6.  Exhibits and Reports on Form 8-K................................14

SIGNATURES


<PAGE>
                           LITTLE FALLS BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         March 31,             December 31,
                                                                            1999                   1998*
                                                                         ----------            -----------
ASSETS
<S>                                                                   <C>                    <C>       
Cash and due from banks............................................... $  6,300,396          $  $5,780,361
Interest-bearing deposits in other banks..............................      544,819                612,931
Federal funds sold....................................................   17,750,000             27,000,000
                                                                         ----------             ----------
     Total cash and cash equivalents..................................   24,595,215             33,393,292
Investment securities held-to-maturity net (estimated fair
  values $39,950,000 and $40,358,000).................................   40,575,467             40,577,457
Investment securities available for sale..............................   39,422,860             39,422,602
Mortgage-backed securities available for sale.........................   26,568,159             13,971,394
Mortgage-backed securities held to maturity, net
  (estimated fair values 54,153,000 and $61,307,000)..................   54,061,103             61,373,296
Loans receivable......................................................  153,211,923            149,061,512
Premises and equipment................................................    2,556,300              2,601,679
Investment in real estate.............................................       81,281                 81,281
Foreclosed real estate................................................      297,000                297,000
Interest receivable...................................................    2,256,975              1,961,170
Federal Home Loan Bank of New York stock, at cost.....................    3,767,600              3,767,600
Excess of cost over assets acquired...................................    2,405,246              2,495,443
Other assets..........................................................    1,503,717              1,613,221
                                                                        -----------            -----------
      TOTAL ASSETS.................................................... $351,302,846          $ 350,616,947
                                                                        ===========            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits............................................................ $244,228,867          $ 243,048,053
  Borrowed money......................................................   68,000,000             68,500,000
  Accounts payable and other liabilities..............................    1,682,862              1,623,438
                                                                        -----------            -----------
      Total liabilities...............................................  313,911,729            313,171,491
                                                                        -----------            -----------
Stockholders' Equity:
  Preferred stock; 5,000,000 authorized shares; none outstanding......           --                     --
  Common stock, par value $.10; 10,000,000
     authorized shares; shares issued 3,041,750;
     shares outstanding 2,470,551 and 2,477,525.......................      304,175                304,175
  Additional paid-in-capital..........................................   29,243,852             29,204,431
  Retained earnings - substantially restricted........................   19,671,241             19,517,521
  Common Stock acquired by ESOP.......................................   (1,896,185)            (1,936,741)
  Unearned restricted MSBP stock, at cost.............................     (912,238)              (855,791)
  Treasury stock, at cost; 571,199 and 564,225 shares.................   (8,329,916)            (8,191,308)
  Unrealized loss on securities available for sale....................     (411,239)              (318,258)
  Minimum pension liability net of deferred taxes.....................     (278,573)              (278,573)
                                                                         -----------           -----------
      Total stockholders' equity......................................   37,391,117             37,445,456
                                                                         ----------            -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...................... $351,302,846          $ 350,616,947
                                                                        ===========            ===========
</TABLE>

---------------------
*        The consolidated  statement of financial condition at December 31, 1998
         has been taken from the audited  statement  of  financial  condition at
         that date.

See notes to unaudited consolidated financial statements.


                                        1

<PAGE>
                           LITTLE FALLS BANCORP, INC.
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             For the Three Months
                                                                                                Ended March 31,
                                                                                         1999                   1998
                                                                                      ----------             ---------
<S>                                                                                 <C>                   <C>        
Interest income:
  Loans receivable........................................................           $ 2,825,801           $ 2,789,542
  Mortgage backed securities..............................................             1,166,855             1,619,400
  Investment securities and other interest earning assets.................             1,618,441             1,198,830
                                                                                      ----------             ---------
      Total interest income...............................................             5,611,097             5,607,772
                                                                                      ----------             ---------
Interest expense:
  Deposits................................................................             2,661,590             2,599,740
  Borrowings..............................................................               887,181               918,442
                                                                                      ----------             ---------
Total interest expense....................................................             3,548,771             3,518,182
                                                                                      ----------             ---------
Net interest income before provision for loan losses......................             2,062,326             2,089,590
Provision for loan losses.................................................                    --                60,000
                                                                                      ----------             ---------
     Net interest income after provision for loan losses..................             2,062,326             2,029,590
                                                                                      ----------             ---------
Non-interest income:
Total non-interest income.................................................                87,637                62,519
                                                                                      ----------             ---------
Non-interest expense:
  Compensation and employee benefits......................................               669,783               724,221
  Occupancy, net..........................................................                68,904                94,541
  Equipment...............................................................               130,895               101,260
  Deposit insurance premiums..............................................                29,738                30,057
  Loss on foreclosed real estate..........................................                 1,636                 6,876
  Amortization of deposit premium.........................................                90,197                90,197
  Miscellaneous expense...................................................               664,338               339,708
                                                                                       ---------             ---------
     Total non-interest expense...........................................             1,655,491             1,386,860
                                                                                       ---------             ---------
     Income before provision for income taxes.............................               494,472               705,249
Provision for income taxes................................................               192,100               246,700
                                                                                       ---------             ---------
      Net income..........................................................               302,372               458,549
Other comprehensive income - unrealized holding gains (losses) on securities
  available for sale, net of income taxes of $(52,257) and $19,547........               (92,981)               34,778
                                                                                        --------             ---------
      Comprehensive income................................................           $   209,391           $   493,327
                                                                                        ========             =========
Weighted average number of common shares outstanding:
                           basic                                                       2,206,672             2,259,761
                                                                                       =========            ==========
                           diluted                                                     2,320,797             2,378,608
                                                                                       =========            ==========
  Earnings per share:
                           basic                                                          $ 0.14               $  0.20
                                                                                           =====                ======
                           diluted                                                        $ 0.13               $  0.19
                                                                                           =====                ======
</TABLE>

See notes to unaudited consolidated financial statements.

                                        2

<PAGE>
                           LITTLE FALLS BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                          For the Three Months
                                                                                             Ended March 31,
                                                                                       ------------------------
                                                                                           1999          1998
                                                                                       ----------     ----------
<S>                                                                                 <C>            <C>         
Cash flows from operating activities:
  Net income..............................................................           $    302,372   $    458,549
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation..........................................................                 52,268         32,004
    Provision for loan losses.............................................                     --         60,000
    Amortization of intangibles...........................................                 90,197         90,197
    Amortization of deferred fees, premiums and discounts, net............                117,996         54,867
    Amortization of unearned ESOP shares..................................                 79,977         78,194
    Amortization of MSBP cost.............................................                120,453         75,783
    Decrease in other assets..............................................                161,762         96,551
    Increase in interest receivable, net..................................               (295,805)      (538,184)
    Increase in interest payable..........................................                  2,019        126,718
    Increase (decrease) in accounts payable and other liabilities.........                 44,032        (72,175)
                                                                                       ----------     ----------
      Net cash provided by operating activities...........................                675,271        462,504
                                                                                       ----------     ----------
Cash flows from investing activities:
    Principal collections on mortgage-backed securities available for sale              2,214,570      1,982,192
    Principal collections on mortgage-backed securities held to maturity..              7,217,519      6,668,594
    Net increase in loans receivable......................................             (4,147,325)    (1,448,269)
    Matured or called investments held to maturity........................                     --      7,000,000
    Purchase of investments available for sale ...........................                     --    (15,207,277)
    Purchase of investments held to maturity..............................                     --     (7,694,185)
    Purchases of premises and equipment...................................                 (6,889)       (30,335)
    Purchase of mortgage-backed securities available for sale.............            (14,981,250)            --
    Purchases of Federal Home Loan Bank of New York stock.................                     --     (1,250,000)
                                                                                      -----------     ----------
     Net cash (used in) investing activities..............................             (9,703,375)    (9,979,280)
                                                                                      -----------     ----------
 Cash flows from financing activities:
   Net increase in deposits...............................................              1,194,188      3,750,957
   Treasury stock acquired................................................               (138,608)    (2,559,022)
   Increase (decrease)  in borrowed money.................................               (500,000)    25,157,500
   Cash dividends paid....................................................               (148,653)      (130,396)
     Cost of MSBP shares purchased........................................               (176,900)            --
                                                                                      -----------     ----------
     Net cash provided by financing activities............................                230,027     26,219,039
                                                                                      -----------     ----------
     Increase (decrease) in cash and cash equivalents.....................             (8,798,077)    16,102,263
Cash and cash equivalents:
  Beginning of period.....................................................             33,393,292      6,788,231
                                                                                      -----------     ----------
  End of period...........................................................           $ 24,595,215   $ 23,490,494
                                                                                      ===========     ==========
Supplemental disclosures:
Cash paid during the year for:
  Interest................................................................           $  3,546,752    $ 3,391,464
                                                                                      ===========      =========
  Income Taxes............................................................                     --             --
                                                                                      ===========     ==========
Unrealized gain on securities available for sale, net of
  income taxes........................................................               $     92,981    $    34,778
                                                                                      ===========     ==========
</TABLE>

  See notes to unaudited consolidated financial statements.


                                        3

<PAGE>

                           LITTLE FALLS BANCORP, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - PRINCIPLES OF CONSOLIDATION

         The  consolidated  financial  statements  as of and for the three month
         periods  ended March 31, 1999 and 1998  include the  accounts of Little
         Falls Bancorp,  Inc. (the "Company") and its  subsidiary,  Little Falls
         Bank (the  "Bank").  The  Company's  business is conducted  principally
         through  the  Bank.   All   significant   intercompany   accounts   and
         transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

         The  accompanying  consolidated  financial  statements were prepared in
         accordance  with  instructions  for Form  10-Q and,  therefore,  do not
         include  all  information  necessary  for a  complete  presentation  of
         consolidated financial condition, results of operations, and cash flows
         in conformity with generally accepted accounting  principles.  However,
         all adjustments, consisting of normal recurring accruals, which, in the
         opinion of  management,  are necessary for a fair  presentation  of the
         consolidated  financial  statements have been included.  The results of
         operations  for the  periods  ended  March  31,  1999  and 1998 are not
         necessarily  indicative  of the results  which may be expected  for the
         entire fiscal year or any other period.

         These  statements  should be read in conjunction  with the consolidated
         financial  statements  and  related  notes  which are  incorporated  by
         reference in the  Company's  Annual  Report on Form 10-K/A for the year
         ended December 31, 1998.

NOTE 3 - EARNINGS PER SHARE

         Basic earnings per share is computed by dividing  income  applicable to
         common  shares  by  the  weighted   average  number  of  common  shares
         outstanding for the period  (excluding any dilution).  Diluted earnings
         per share includes the effect of all dilutive  potential  common shares
         outstanding  during the  period.  Sources of  potential  common  shares
         include unearned shares and outstanding stock options.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

          Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
     Extinguishments of Liabilities.  The Financial  Accounting  Standards Board
     ("FASB") issued  Statement of Financial  Accounting  Standard  ("SFAS") No.
     125,  Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
     Extinguishments of Liabilities (SFAS No. 125) and SFAS No. 127, Deferral of
     the Effective  Date of Certain  Provisions of FASB  Statement No. 125 (SFAS
     No. 127) in June and  December  1996,  respectively.  SFAS No. 125 provides
     accounting and reporting standards for transfers and servicing of financial
     assets  and  extinguishments  of  liabilities.   It  requires  entities  to
     recognize  servicing  assets and  liabilities  for all contracts to service
     financial  assets,  unless the assets are  securitized and all servicing is
     retained.  The servicing  assets will be measured  initially at fair value,
     and will be amortized  over the  estimated  useful  lives of the  servicing
     assets. In addition,  the impairment of servicing assets will be recognized
     through a valuation  allowance.  SFAS No. 125 also addresses the accounting
     and reporting standards for securities lending,  dollar- rolls,  repurchase
     agreements and similar transactions. The Company has prospectively adopted


                                        4

<PAGE>



     SFAS No. 125 on January 1, 1997.  However, in accordance with SFAS No. 127,
     the Company  deferred  adoption of the standard as it relates to securities
     lending, dollar-rolls, repurchase agreements and similar transactions until
     January  1,  1998.  The  adoption  of SFAS No.  125 did not have a material
     impact on its consolidated financial statements.

          Comprehensive  Income.  Effective January 1, 1998, the Company adopted
     Statement  No. 130,  "Reporting  Comprehensive  Income."  Statement No. 130
     requires the  reporting of  comprehensive  income in addition to net income
     from operations. Comprehensive income is more inclusive financial reporting
     methodology that includes disclosure of certain financial  information that
     historically  has not been recognized in the calculation of net income.  As
     required,  the  provisions  of  Statement  No. 130 have been  retroactively
     applied to previously  reported  periods.  The application of Statement No.
     130 had no effect on the  Company's  consolidated  financial  condition  or
     operations.

NOTE 5 - PENDING MERGER

     On January 26, 1999, the Company signed a definitive merger agreement under
     which Hudson United Bancorp  (formerly  HUBCO,  Inc.) ("HUBC") will acquire
     the Company in a combination stock and cash transaction. Under the terms of
     the agreement,  Company  shareholders  will receive either 0.6408 shares of
     HUBC  common  stock or  $20.64 in cash or a  combination  of shares of HUBC
     common  stock and cash.  The shares of HUBC  common  stock  offered in this
     transaction  will  be in an  amount  equal  to  approximately  51%  of  the
     outstanding  shares of the Company  multiplied by the exchange  ratio.  The
     remaining 49% of the  outstanding  shares will be purchased for cash at the
     fixed per share price of $20.64.

     In connection with the execution of the merger  agreement,  the Company has
     issued an option to HUBC, which would enable HUBC to purchase up to 493,000
     shares of Company common stock under certain circumstances.  As part of the
     transaction, the Bank will be merged into Hudson United Bank.

     On April 27, 1999, the Company's shareholders approved the proposed merger.
     It is anticipated  that the merger will be effective at 4:00 p.m.  (Eastern
     Standard Time) on Thursday,  May 20, 1999 and that listing of the Company's
     common  stock on Nasdaq  will cease  prior to the  opening of the market on
     Friday, May 21, 1999.


                                        5

<PAGE>

                           LITTLE FALLS BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

General

         The largest  components  of the  Company's  net income are net interest
income,  which is the difference  between interest income and interest  expense,
and noninterest income derived primarily from fees. Consequently,  the Company's
earnings are dependent on its ability to originate  loans,  net interest income,
and  the  relative  amounts  of  interest-earning  assets  and  interest-bearing
liabilities. The Company's net income is also affected by its provision for loan
losses  and  foreclosed  real  estate  as well  as the  amount  of  non-interest
expenses,  such as  compensation  and benefit  expense,  occupancy and equipment
expense and deposit insurance premium expenses. Earnings of the Company also are
affected   significantly  by  general   economic  and  competitive   conditions,
particularly  changes in market interest rates,  government policies and actions
of regulatory authorities.

Comparison of Financial Condition

         The Company's  total assets  increased by $686,000 to $351.3 million at
March 31, 1999 from $350.6 million at December 31, 1998.  Total loans receivable
increased  by $4.2 million due to loan  originations  of $11.2  million,  offset
somewhat by loan repayments.  Investment  securities remained relatively stable.
Mortgage-backed  securities  held to maturity  decreased  by $7.3 million due to
repayments of principal. Mortgage-backed securities available for sale increased
$12.6 million due to purchases of $15.0 million  offset  somewhat by repayments.
Total cash and cash  equivalents  decreased  by $8.8  million due in part to the
above noted purchases.

         Total  deposits  and  borrowed  funds   remained   relatively   stable,
increasing $1.2 million and decreasing $500,000, respectively.

         Total  stockholders'  equity decreased by $54,000 primarily due to cash
dividends  paid of $149,000 and the  purchase of 6,974  shares of the  Company's
common stock at a cumulative price of $139,000,  offset somewhat by earnings for
the quarter.



                                        6

<PAGE>

Non-performing Assets

         The following  table sets forth  information  regarding  non-performing
loans and real estate owned.



                                     At                At              At
                                  March 31,       December 31,      March 31,
                                  ---------       ------------      ---------
                                    1999             1998            1998
                                    ----             ----            ----
                                               (In thousands)
Total non-performing loans...... $   933           $1,003        $    955
Real estate owned...............     297              297             585
                                   -----            -----          ------
Total non-performing assets..... $ 1,230           $1,300        $  1,540
                                   =====            =====          ======
Total non-performing loans to
  net loans.....................    0.61%            0.67%           0.64%
                                    ====             ====          ======
Total non-performing loans to
  total assets..................    0.27%            0.29%           0.27%
                                    ====             ====          ======
Total non-performing assets to
  total assets..................    0.35%            0.37%           0.43%
                                    ====             ====          ======

Comparison of Earnings for the Three Months Ended March 31, 1998 and 1997

         Net  Income.  Net  income for the three  months  ended  March 31,  1999
decreased  $156,000  to $302,000  over the same period of 1998.  The Company had
previously  reported net income of $402,000 for the quarter in an April 26, 1999
earnings release. See "-- Non-Interest  Expense." The decrease in net income was
due to an  increase in  miscellaneous  expense of  $325,000  offset  somewhat by
increases  in net  interest  income  after the  provision  for loan  losses  and
non-interest  income of $33,000 and  $25,000,  respectively,  and  decreases  in
compensation  and  employee  benefits  and  income tax  expense  of $54,000  and
$55,000, respectively.

         Total Interest Income. Interest income remained at $5.6 million for the
quarter ended March 31, 1999 compared to the same quarter in 1998.  The increase
of $13.7 million in interest earning assets for the three months ended March 31,
1999,  as compared to the three  months  ended March 31,  1998,  was offset by a
decrease of 29 basis points in the average rate earned between the two periods.

         Total Interest Expense.  Interest expense increased by $31,000 or 0.87%
for the  quarter  ended  March 31,  1999 as compared to the same period of 1998.
This  increase  was  primarily  due to the  increase in the  average  balance of
interest  bearing  liabilities of $17.1 million offset somewhat by a decrease in
the  average  cost of funds of 23 basis  points to 4.61% for the  quarter  ended
March 31,  1999 as  compared to the  quarter  ended  March 31,  1998.  The $17.1
million increase in the average balance of interest bearing  liabilities was due
to the average  balance of deposits  increasing by $12.4 million and the average
balance of borrowed  money  increasing by $4.7 million.  At March 31, 1999,  the
Bank had  $68.0  million  of  borrowings  with the  FHLB.  They  consist  of the
following:

         (a)     $25.0 million advance at a rate of 5.35%, with a final maturity
                 of March 2011,  callable  by the  Federal  Home Loan Bank after
                 March 2001.

         (b)     $25.0 million  advance  maturing  November 2003, with a rate of
                 4.93%.  On November  19,  2001 and  quarterly  thereafter,  the
                 borrowing can be called with four days notice.


                                        7

<PAGE>


         (c)     $9.0  million  repurchase  agreement  with  a  rate  of  5.82%,
                 maturing  December  1999 and is callable  quarterly on interest
                 payment dates. As of May 5, the borrowing was still in place.

         (d)     $9.0 million, 30 day repurchase agreement with a rate of 4.89%.
                 This borrowing came due on April 16, and was paid off.

     Net Interest Income. Net interest income decreased $27,000 or 1.30%, due to
the reasons discussed in the two previous sections.

     Provisions  for Loan  Losses.  A  provision  for loan  losses is charged to
operations based on management's  evaluation of the potential losses that may be
incurred in the Bank's loan portfolio. Such evaluation,  which includes a review
of certain loans of which full  collectibility of interest and principal may not
be reasonably assured, considers the Bank's past loan loss experience, known and
inherent  risks  in the  portfolio,  adverse  situations  that  may  affect  the
borrower's  ability to repay,  estimated value of any underlying  collateral and
current economic conditions. The provision for loan losses was $0 and $60,000 in
the quarters ended March 31, 1999 and 1998.

     While the Bank believes it has  established an adequate  allowance for loan
losses,  there can be no assurance that its regulators,  in reviewing the Bank's
loan  portfolio,  will  not  request  the  Bank to  significantly  increase  its
allowance for loan losses,  thereby  negatively  affecting the Bank's  financial
condition  and  earnings or that the Bank may not have to increase  its level of
loan loss allowance in the future.

     Management  will  continue to review its loan  portfolio to  determine  the
extent,  if any,  to which  further  additional  loss  provisions  may be deemed
necessary.  There can be no  assurance  that the  allowance  for losses  will be
adequate  to cover  losses  which may in fact be realized in the future and that
additional provisions for losses will not be required.



                                        8

<PAGE>

         An analysis of the allowance for loan losses follows:


                                                   Three Months
                                                   Ended March 31,
                                              -----------------------
                                              1999               1998
                                              ----               ----
                                                  (In thousands)
Balance - beginning                          $1,329             $1,168
Provisions charged to operations.......           -                 60
Loans charged off, net of recoveries...           -                (19)
                                              -----              -----
Balance-ending.........................      $1,329             $1,209
                                              =====              =====

         Impaired loans and related  amounts  recorded in the allowance for loan
losses at March 31, 1999 are summarized as follows (in thousands):


                                           At            At           At
                                          March 31,   December 31,  March 31,
                                           1999          1998         1998
                                          ------        ------       ------
         With recorded allowances.......  $  233        $   367     $   741

         Without recorded allowances....      --             --          --
                                           -----         ------      ------
      Total impaired loans..............     233            367         741
      Related allowance for loan losses.      35             55         111
                                           -----         ------      ------
      Net impaired loans................  $  195        $   312     $   630
                                           =====         ======      ======

     Non-interest Income.  Non-interest income increased by $25,000 for the 1999
period  primarily  due  to a  $39,000  fee  received  for  the  prepayment  of a
multi-family mortgage loan.

     Non-interest Expense. Non-interest expense increased by $269,000 or 19.37%,
for the three  months  ended  March 31, 1999 as compared to the same period last
year.  The increase was  primarily due to a $325,000  increase in  miscellaneous
expenses.  This  increase  was due in most part to an  increase  of  $160,000 in
expenses   connected  with  director's   retirement  and  health  plans  due  to
acceleration  of benefits  related to the merger as well as an increase  for the
directors stock  compensation plan of $17,000 and $100,000 of expenses connected
with the  upcoming  merger  with HUBC  (such  expense  was not  reported  in the
Company's earnings release for the quarter). In addition,  approximately $50,000
was  expensed as a result of a robbery at one of the branch  offices  during the
quarter.

     Compensation and employee  benefits  decreased  $54,000 to $670,000 for the
three  months  ended March 31,  1999,  from  $724,000 for the three months ended
March 31,  1998 . This  decrease  was due to a decrease  of $67,000 in  employee
benefits.

     Income Tax Expense. Income tax expense decreased from $247,000 to $192,000,
due to a decrease in pretax  income of  $211,000 as well as the Bank  increasing
investments  in assets that are taxed at a reduced  Federal  tax rate.  The 1999
pretax income includes $100,000 of expenses related to the HUBC merger which are
not tax deductible.


                                        9

<PAGE>

Liquidity and Capital Resources

         On March 31, 1999, the Bank was in compliance with its three regulatory
capital requirements as follows:

                                              Amount      Percent
                                              ------      -------
 
                                           (Dollars in thousands)
Tangible capital..................           $29,210       8.45%
Tangible capital requirement......             5,188       1.50%
                                               -----       ----
Excess over requirement...........           $24,022       6.95%
                                              ======       ====

Core capital......................           $29,210       8.45%
Core capital requirement..........            13,834       4.00%
                                              ------       ----
Excess over requirement...........           $15,376       4.45%
                                              ======       ====

Risk based capital................           $30,458      20.54%
Risk based capital requirement....            11,861       8.00%
                                              ------      -----
Excess over requirement...........           $18,597      12.54%
                                              ======      =====

         Management  believes  that  under  current  regulations,  the Bank will
continue to meet its minimum capital  requirements  in the  foreseeable  future.
Events  beyond the control of the Bank,  such as increased  interest  rates or a
downturn  in the  economy in areas in which the Bank  operates  could  adversely
affect  future  earnings  and as a result,  the  ability of the Bank to meet its
future minimum capital requirements.

         The Bank's  liquidity  is a measure of its ability to fund  loans,  pay
withdrawals of deposits, and other cash outflows in an efficient, cost effective
manner.  The  Bank's  primary  sources  of  funds  are  deposits  and  scheduled
amortization and prepayment of loan and  mortgage-backed  principal.  During the
past several years, the Bank has used such funds primarily to fund maturing time
deposits,  pay savings  withdrawals,  fund  lending  commitments,  purchase  new
investments,  and increase  liquidity.  The Bank is  currently  able to fund its
operations  internally.  Additionally,  sources of funds  include the ability to
utilize  Federal  Home Loan Bank of New York  advances and the ability to borrow
against  mortgage-backed  and investment  securities.  As of March 31, 1999, the
Bank had $68.0 million of borrowed funds.  Loan payments,  maturing  investments
and  mortgage-backed  security  prepayments  are greatly  influenced  by general
interest rates, economic conditions and competition.

         The Bank  anticipates  that it will have sufficient  funds available to
meet its  current  commitments.  As of March  31,  1999,  the Bank had  mortgage
commitments to fund loans of $3.5 million.  Also, at March 31, 1999,  there were
commitments  on unused  lines of credit  relating to home  equity  loans of $4.6
million.  Certificates  of  deposit  scheduled  to mature in one year or less at
March 31, 1999 totaled $126.2 million.  Based on historical deposit  withdrawals
and outflows,  and on internal monthly deposit reports  monitored by management,
management  believes that a majority of such deposits will remain with the Bank.
As a result, no adverse liquidity effects are expected.

         The Bank is required  under  federal  regulations  to maintain  certain
specified  levels of "liquid  investments,"  which include certain United States
government  obligations  and other  approved  investments.  Current  regulations
require  the Bank to  maintain  liquid  assets  of not  less  than 4% of its net
withdrawable  accounts plus short term  borrowings.  Those levels may be changed
from time to time by the regulators to reflect current economic conditions.  The
Bank has maintained liquidity in excess of regulatory requirements.


                                       10

<PAGE>

Year 2000

The following  discussion of the  implications  of the Year 2000 problem for the
Company,  contains  numerous  forward  looking  statements  based on  inherently
uncertain information. The cost of the project and the date on which the Company
plans to complete the internal Year 2000 modifications are based on management's
assumptions of future events  including the continued  availability  of internal
and external resources,  third party  modifications and other factors.  However,
there can be no  guarantee  that these  statements  will be achieved  and actual
results could differ. Moreover,  although management believes it will be able to
make the  necessary  modifications  in advance,  there can be no guarantee  that
failure to modify the systems  would not have a material  adverse  effect on the
Company.

         During fiscal 1998, the Bank adopted a Year 2000  Compliance  Plan (the
"Plan") and established a Year 2000 Compliance Committee (the "Committee").  The
objectives  of the  Plan  and the  Committee  are to  prepare  the  Bank for the
millennium.  As recommended by the Federal  Financial  Institutions  Examination
Council,  the Plan  encompasses  the following  phases:  Awareness,  Assessment,
Renovation, Validation and Implementation.  These phases will enable the Bank to
identify risks,  develop an action plan,  perform  adequate testing and complete
certification  that its processing  systems will be Year 2000 ready. The Bank is
currently in Phase 3,  Renovation,  (which includes code  enhancements,  program
changes,  hardware and software  upgrades,  system  replacements and third party
vendor  monitoring)  and  Phase  4,  Validation,   (which  includes  testing  of
incremental   changes  to  hardware  and  software,   testing  connections  with
third-party vendors and establishing controls to ensure timely completion of all
hardware and software prior to final implementation). Prioritization of the most
critical  applications  has been  addressed,  along with  contract  and  service
agreements.  The  primary  operating  software  for  the  Bank is  obtained  and
maintained by an external provider of software. The Bank has contacted all other
material  vendors and suppliers  regarding  their Year 2000  readiness.  Each of
these third parties has delivered written assurance to the Bank that they expect
to be Year 2000 compliant prior to the Year 2000. Due to the announcement of the
Company's potential  acquisition by HUBC (See "Note 5 to Unaudited  Consolidated
Financial Statements"),  the Renovation and Valuation phases targeted completion
dates have been postponed. In the event the closing of the merger with HUBC does
not  occur  as  expected,   new  completion   dates  will  be  determined.   The
Implementation  phase is to certify that systems are Year 2000 ready, along with
assurances  that any new systems are  compliant on a going  forward  basis.  The
Implementation  phase was  previously  targeted for  completion by September 30,
1999.

         The Bank  expects to incur  consulting  and other  expenses  related to
testing and enhancements to prepare the systems for the Year 2000. The Bank does
not anticipate that the related costs will be material this year. In total,  the
Bank  estimates  that its cost  for  compliance  will  amount  to  approximately
$100,000  over the two year  period  from  1998 - 1999.  As of  March  31,  1999
approximately  $65,000 of these costs have been  incurred.  No assurance  can be
given that the Year 2000 Compliance  Plan will be completed  successfully by the
Year  2000,  in which  event the Bank  could  incur  significant  costs.  If the
External  Provider is unable to resolve the potential  problem in time, the Bank
would  likely  experience  significant  data  processing  delays,   mistakes  or
failures.  These delays,  mistakes or failures could have a significant  adverse
impact on the financial statements of the Company.

         The Company does not  separately  track the internal costs incurred for
the Year 2000 project  because such costs are  principally  the related  payroll
costs.

         Successful  and timely  completion of the Year 2000 project is based on
management's best estimates  derived from various  assumptions of future events,
which are inherently uncertain, including the progress and results of the Bank's
External  Provider,  testing  plans,  and all  vendors,  suppliers  and customer
readiness.



                                       11

<PAGE>

         Despite the best efforts of management to address this issue,  the vast
number of external entities that have direct and indirect business relationships
with the Company, such as public utilities,  customers, vendors, payment systems
providers and other financial institutions, makes it impossible to assure that a
failure to achieve  compliance by one or more of these  entities  would not have
material  adverse  impact on the  operations  of the Company.  Furthermore,  any
problems with the  integration  of the Company's  system with HUBC's system upon
completion of the merger, could have a material adverse impact on the operations
of the Company.

Impact of Inflation and Changing Prices

         The consolidated financial statements of the Company and notes thereto,
presented  elsewhere  herein,  have been prepared in accordance with GAAP, which
require the measurement of financial  position and operating results in terms of
historical  dollars without  considering  the change in the relative  purchasing
power of money over time due to inflation.  The impact of inflation is reflected
in the  increased  cost of the  Company's  operations.  Unlike  most  industrial
companies,  nearly all the assets and  liabilities of the Company are financial.
As a result,  interest rates have a greater impact on the Company's  performance
than do the  effects  of  general  levels of  inflation.  Interest  rates do not
necessarily  move in the same  direction  or to the same extent as the prices of
goods and services.

Additional Key Operating Ratios

                                                            For the
                                                      Three Months Ended
                                                           March 31,
                                                   1999(1)           1998(1)
                                                   -------           -------
Diluted earnings per common share (2)...........   $ 0.13            $ 0.19
Return on average assets........................     0.34%             0.55%
Return on average equity........................     3.21%             4.81%
Interest rate spread............................     2.05%             2.11%
Net interest margin.............................     2.45%             2.59%
Noninterest expense to average assets...........     1.88%             1.66%
Net charge-offs to average outstanding
  loans.........................................       --              0.05%


                                   At March 31,    At December 31,
                                       1999              1998
                                      ------           ------
Tangible book value per share...      $14.16           $14.11

----------------
(1)  The ratios for the three month period are annualized where appropriate.
(2)  The average number of shares and share equivalents  outstanding  during the
     three months  ended March 31, 1999 and 1998 was  2,320,797  and  2,378,608,
     respectively.

Quantitative and Qualitative Disclosure About Market Risk

     There has been no material  changes from the information  regarding  market
risk  disclosed  under the heading "Risk  Management"  in the  Company's  Annual
Report for the year ended December 31, 1998.

     In an effort to reduce  interest rate risk and protect it from the negative
effect  of  rapid  increases  and  decreases  in  interest  rates,  the Bank has
instituted certain asset and liability management measures including emphasizing
the origination of three, five and ten year  adjustable-rate  mortgage loans and
investing excess funds in short- and medium-term  mortgage-backed and investment
securities. The Bank retains an


                                       12

<PAGE>

asset/liability  consultant,  FinPro,  Inc., to assist it in analyzing its asset
liability  position.  With the  consultant's  assistance,  the Bank undertakes a
quarterly extensive study of various trends, conducts separate deposit and asset
analyses and  prepares  various  asset/liability  tables  including  contractual
interest rate gap, interest rate gap with prepayment assumptions,  margin/spread
and duration tables.  Interest rate gap analysis measures the difference between
amounts of interest-earning assets and interest-bearing liabilities which either
reprice  or mature  within a given  period of times  and  their  sensitivity  to
changing interest rates.

         The Bank, like many other thrift  institutions,  is exposed to interest
rate risk as a result of the  difference  in the  maturity  of  interest-bearing
liabilities  and  interest-earning  assets and the volatility of interest rates.
Most deposit  accounts react more quickly to market interest rate movements than
do the existing mortgage loans because of the deposit accounts' shorter terms to
maturity;  sharp decreases in interest rates would typically increase the Bank's
earnings.  Conversely,  this same mismatch will generally  adversely  affect the
Bank's  earnings  during  periods of increasing  interest  rates.  The extent of
movement of interest rates is an uncertainty  that could have a negative  impact
on the earnings of the Bank.

         Volatility  in  interest  rates can also  result in  disintermediation,
which is the flow of funds away from savings institutions (such as the Bank) and
into other  investments,  such as U.S.  Government and corporate  securities and
other investment vehicles.  Because of the absence of federal insurance premiums
and reserve  requirements,  such investments may pay higher rates of return than
investment vehicles offered by savings institutions.

                                       13

<PAGE>

                    LITTLE FALLS BANCORP, INC. AND SUBSIDIARY

                                     PART II

ITEM 1.           LEGAL PROCEEDINGS
                  Neither  the  Company  nor the Bank was  engaged  in any legal
                  proceeding of a material  nature at March 31, 1999.  From time
                  to time,  the Company is a party to routine legal  proceedings
                  in the ordinary course of business,  such as claims to enforce
                  liens,  condemnation  proceedings  on  properties in which the
                  Company holds security interests,  claims involving the making
                  and  servicing  of  real  property  loans,  and  other  issues
                  incident  to  the  business  of the  Company.  There  were  no
                  lawsuits  pending  or known  to be  contemplated  against  the
                  Company at March 31, 1999 that would have a material effect on
                  the operations or income of the Company or the Bank,  taken as
                  a whole.

ITEM 2.           CHANGES IN SECURITIES
                  Not applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES
                  Not   applicable.   See,   however,   "Note  5  to  "Unaudited
                  Consolidated Financial Statements" and Item 6(b).

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  Not applicable.

ITEM 5.           OTHER MATERIALLY IMPORTANT EVENTS
                  See Item 6(b).

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

          (a)     The following exhibits are filed as part of this report.
          2.1     Agreement and Plan of Merger among HUBC,  Hudson United Bank,
                  the Company and the Bank dated January 26, 1999.1
          2.2     Stock Option  Agreement by and between HUBC and the Company
                  dated January 26, 1999.1
          3.1     Articles of Incorporation of Little Falls Bancorp, Inc.2
          3.2     Bylaws of Little Falls Bancorp, Inc.2
          4.0     Form of Stock Certificate of Little Falls Bancorp, Inc.2
          10.1    Employment Agreement between the Bank and John P. Pullara3
          10.2    Employment Agreement between the Bank and Leonard G. Romaine3
          10.4    Form of Employment Agreement with Eight Employees of the Bank4
          10.6    1996 Management Stock Bonus Plan4
          10.7    1996 Stock Option Plan4
          10.8    1997 Directors Stock Compensation Plan5
          10.9    1998 Directors Stock Compensation Plan5
          10.10   Directors Retirement and Consultation Plan5
          11.0    Earnings Per Share Calculation
          27.0    Financial Data Schedule6


                                       14

<PAGE>

                  (b)     Reports on Form 8-K.

                  On January 27, 1999, the Registrant  filed a Current Report on
                  Form 8-K  (Items 5 and 7),  announcing  the  execution  of the
                  Agreement and Plan of Merger among the  Registrant,  the Bank,
                  HUBC and Hudson United Bank.

                  On May 4, 1999, the Registrant  filed a current report on Form
                  8-K (Items 5 and 7),  announcing  the  results of its  special
                  meeting of  stockholders  and the fixing of the exchange ratio
                  in the proposed merger with HUBC.


1.       Incorporated  by  reference  into this  document  from the  Exhibits to
         Registrant's Current Report on Form 8-K dated January 27, 1999.

2.       Incorporated  by reference into this document from the Exhibits to Form
         S-1,  Registration  Statement,  initially filed with the Securities and
         Exchange Commission on September 25, 1995 (Registration No. 33-97316).

3.       Incorporated  by  reference  into this  document  from the  Exhibits to
         Registrant's Annual Report on Form 10-K for the Year Ended December 31,
         1995 (File No. 0-27010).

4.       Incorporated  by  reference  into this  document  from the  Exhibits to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         1996 (File No. 0-27010).

5.       Incorporated  by  reference  into this  document  from the  Exhibits to
         Registrant's  Annual Report on Form 10-K/A for the year ended  December
         31, 1998 (File No. 0-27010).

6.       In electronic filing only.

                                       15

<PAGE>

                    LITTLE FALLS BANCORP, INC. AND SUBSIDIARY

                                   SIGNATURES


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


                       LITTLE FALLS BANCORP, INC.




Date: May 17, 1999     By:  /s/ Leonard G. Romaine
                          ------------------------------------     
                          Leonard G. Romaine
                          President and Chief Executive Officer
                          (Principal Executive Officer)



Date: May 17, 1999     By: /s/ Richard Capone  
                           ------------------------------------
                           Richard Capone
                           Senior Vice President and
                           Chief Financial Officer
                           (Principal Officer)



<PAGE>

                                   EXHIBIT 11

                         EARNINGS PER SHARE CALCULATION



                                                    For the three months
                                                       Ended March 31,
                                                  ------------------------
                                                    1999            1998
                                                  --------       ---------

Net Income......................................$  302,372      $  458,549
                                                  ========       =========
Basic Weighted Average Shares Outstanding....... 2,206,672       2,259,761
Basic Earnings Per Share........................$     0.14      $     0.20
                                                 ---------       ---------
Basic Weighted Average Shares Outstanding....... 2,206,672       2,259,761
Potential common stock due to:
                  Stock options.................   106,613         103,387
                  MSBP..........................     7,512          15,011
                                                  --------         -------
Diluted weighted average shares outstanding..... 2,320,797       2,378,608
                                                 ---------       ---------
Diluted earnings per share......................$     0.13      $     0.19
                                                 ---------       ---------


Basic earnings per share of common stock for the three month periods ended March
31, 1999 and March 31, 1998 has been  determined  by dividing net income for the
period by the weighted average number of shares of common stock outstanding, net
of average  unearned  ESOP  shares of 192,392  and  208,864,  respectively,  and
average unearned MSBP shares of 75,826 and 99,175 respectively.