**FORM 10-Q**

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

For the quarterly period ended March 31, 2002



[  ]       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: 0-23293

**Warwick Community Bancorp, Inc.**
*(Exact name of registrant as specified in its charter)*

|**Delaware**                                                    |                                            | **06-1497903**                       
|--------------------------------------------------------------- | ------------------------------------------ | -------------------------------------
|*(State or other jurisdictionof incorporation or organization)* |                                            | *(I.R.S. EmployerIdentification No.)*
|                                                                |                                            |                                      
|                                                                | **18 Oakland Avenue, Warwick, New York**   | **10990-0591**                       
|                                                                | *(Address of principal executive offices)* | *(Zip code)*                         



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

Yes X                     No

As of May 6, 2002, there were 4,983,542****shares of the registrant's common stock outstanding.

---

****



**INDEX**

|**PART I - FINANCIAL INFORMATION** | Page  Number                                                                                 
|---------------------------------- | ---------------------------------------------------------------------------------------------
|                                   |                                                                                              
|Item 1.                            | Financial Statements - Unaudited                                                             
|                                  
|                                   | Consolidated Statements of Financial Condition atMarch 31, 2002 and December 31, 2001        
|                                  
|                                   | Consolidated Statements of Income for the three monthsended March 31, 2002 and 2001          
|                                  
|                                   | Consolidated Statement of Changes in Equity forthe three months ended March 31, 2002 and 2001
|                                  
|                                   | Consolidated Statements of Cash Flows for the threemonths ended March 31, 2002 and 2001      
|                                  
|                                   | Notes to Unaudited Consolidated Financial Statements                                         
|                                  
|Item 2.                            | Management's Discussion and Analysis of FinancialCondition and Results of Operations         
|                                  
|Item 3.                            | Quantitative and Qualitative Disclosures about Market Risk                                   
|                                  
|**PART II - OTHER INFORMATION**   
|                                  
|Item 1.                            | Legal Proceedings                                                                            
|                                  
|Item 2.                            | Changes in Securities                                                                        
|                                  
|Item 3.                            | Defaults Upon Senior Securities                                                              
|                                  
|Item 4.                            | Submission of Matters to a Vote of Security Holders                                          
|                                  
|Item 5.                            | Other Information                                                                            
|                                  
|Item 6.                            | Exhibits and Reports on Form 8-K                                                             
|                                  
|Signature Page                     | 19                                                                                           

---

|Statements contained in this Form 10-Q which are not historical facts are forward-looking
statements, as that term is defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and uncertainties which could cause
actual results to differ materially from those projected.  Such risks and uncertainties include,
but are not limited to, general economic conditions; changes in interest rates, deposit flows,
loan demand, real estate values and competition; changes in accounting principles, policies
or guidelines; changes in legislation or regulation; other economic, competitive,
governmental, regulatory or technological factors affecting the Company's operations,
pricing, products and services; and other risks detailed in documents filed by the Company
with the Securities and Exchange Commission from time to time.  Forward-looking
statements made by us are based on beliefs, plans, objectives, goals, expectations,
anticipations, estimates and intention of management as of the date made and are not
guarantees of future performance.  We expressly disclaim any obligation to update or revise
any forward-looking statements based on the occurrence of future events, the receipt of new
information, or otherwise.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

**PART I - FINANCIAL INFORMATION**

**Item 1.	Financial Statements - Unaudited**

**WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF FINANCIAL CONDITION(Unaudited)**

|                                         |                                                                                                                                                                                                                                                                                             | March 31, 2002         | December 31, 2001
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | -----------------
|                                         |                                                                                                                                                                                                                                                                                             | (Dollars in thousands)
|**ASSETS**                               |                                                                                                                                                                                                                                                                                             |                       
|                                         | Cash on hand and in banks                                                                                                                                                                                                                                                                   | $ 17,053               | $ 20,766         
|                                         | Federal funds sold                                                                                                                                                                                                                                                                          | ---                    | 5,000            
|                                         | Securities:                                                                                                                                                                                                                                                                                 |                        |                  
|                                         | Available-for-sale, at fair value                                                                                                                                                                                                                                                           | 195,635                | 206,253          
|                                         | Held-to-maturity, at amortized cost (fair value of $4,779 at
       March 31, 2002 and $3,336 at December 31, 2001)                                                                                                                                                                         | 4,773                  | 3,319            
|                                         | Total securities                                                                                                                                                                                                                                                                            | 200,408                | 209,572          
|                                         | Mortgage loans                                                                                                                                                                                                                                                                              | 350,048                | 361,181          
|                                         | Commercial loans                                                                                                                                                                                                                                                                            | 123,655                | 115,376          
|                                         | Consumer loans                                                                                                                                                                                                                                                                              | 39,852                 | 43,264           
|                                         | Total loans                                                                                                                                                                                                                                                                                 | 513,555                | 519,821          
|                                         | Allowance for loan losses                                                                                                                                                                                                                                                                   | (3,870)                | (3,649)          
|                                         | Total loans, net                                                                                                                                                                                                                                                                            | 509,685                | 516,172          
|                                         | Accrued interest receivable                                                                                                                                                                                                                                                                 | 3,327                  | 3,680            
|                                         | Federal Home Loan Bank stock                                                                                                                                                                                                                                                                | 14,347                 | 16,935           
|                                         | Bank premises & equipment, net                                                                                                                                                                                                                                                              | 9,747                  | 9,925            
|                                         | Other real estate owned, net                                                                                                                                                                                                                                                                | 1,148                  | 1,149            
|                                         | Bank owned life insurance                                                                                                                                                                                                                                                                   | 11,514                 | 11,339           
|                                         | Goodwill and other intangible assets                                                                                                                                                                                                                                                        | 2,765                  | 2,816            
|                                         | Other assets                                                                                                                                                                                                                                                                                | 8,443                  | 9,348            
|                                         | Total assets                                                                                                                                                                                                                                                                                | $778,437               | $806,702         
|                                         |                                                                                                                                                                                                                                                                                             |                       
|**LIABILITIES AND STOCKHOLDERS' EQUITY** |                                                                                                                                                                                                                                                                                             |                       
|Liabilities:                             |                                                                                                                                                                                                                                                                                             |                       
|                                         | Deposits:                                                                                                                                                                                                                                                                                   |                        |                  
|                                         | NOW and money market                                                                                                                                                                                                                                                                        | $120,289               | $114,339         
|                                         | Savings                                                                                                                                                                                                                                                                                     | 145,751                | 133,655          
|                                         | Certificates of deposit                                                                                                                                                                                                                                                                     | 110,406                | 122,883          
|                                         | Non-interest-bearing checking                                                                                                                                                                                                                                                               | 55,218                 | 51,369           
|                                         | Total depositor accounts                                                                                                                                                                                                                                                                    | 431,664                | 422,246          
|                                         | Mortgage escrow funds                                                                                                                                                                                                                                                                       | 3,552                  | 3,676            
|                                         | Accrued interest payable                                                                                                                                                                                                                                                                    | 1,735                  | 2,148            
|                                         | Securities sold under agreements to repurchase                                                                                                                                                                                                                                              | 2,500                  | 2,500            
|                                         | Federal Home Loan Bank advances                                                                                                                                                                                                                                                             | 250,995                | 290,785          
|                                         | Other liabilities                                                                                                                                                                                                                                                                           | 10,957                 | 11,344           
|                                         | Total liabilities                                                                                                                                                                                                                                                                           | 701,403                | 732,699          
|                                         |                                                                                                                                                                                                                                                                                             |                        |                  
|                                         | **STOCKHOLDERS' EQUITY**                                                                                                                                                                                                                                                                    |                        |                  
|                                         | Preferred stock, $.01 par value; 5,000,000 authorized; none       	issued                                                                                                                                                                                                                   | ---                    | ---              
|                                         | Common stock, $.01 par value; 15,000,000 shares authorized;
       6,630,214 and 6,628,148 shares issued as of March 31, 2002 and
       December 31, 2001, respectively; 4,988,542 and 4,991,976
       shares outstanding as of March 31, 2002 and December 31, 2001,
       respectively | 66                     | 66               
|                                         | Additional paid-in capital                                                                                                                                                                                                                                                                  | 63,790                 | 63,681           
|                                         | Retained earnings                                                                                                                                                                                                                                                                           | 41,692                 | 39,739           
|                                         | Accumulated other comprehensive income(loss), net                                                                                                                                                                                                                                           | (62)                   | (822)            
|                                         | Unallocated ESOP common stock                                                                                                                                                                                                                                                               | (4,695)                | (4,900)          
|                                         | Unearned RRP common stock                                                                                                                                                                                                                                                                   | (1,877)                | (2,001)          
|                                         |                                                                                                                                                                                                                                                                                             | 98,914                 | 95,763           
|                                         | Treasury stock (1,641,672 and 1,636,172 shares at March 31,
       2002 and December 31, 2001, respectively)                                                                                                                                                                                | (21,880)               | (21,760)         
|                                         | Total stockholders' equity                                                                                                                                                                                                                                                                  | 77,034                 | 74,003           
|                                         | Total liabilities and stockholders' equity                                                                                                                                                                                                                                                  | $778,437               | $806,702         



---

**WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)**

|                                                    | For the Three MonthsEnded March 31,     
|--------------------------------------------------- | ----------------------------------------
|                                                    | 2002                                    
|                                                    | (In thousands, except per share
amounts)
|Interest Income:                                    |                                         
|Interest on mortgage loans                          | $ 6,323                                 
|Interest on other loans                             | 3,018                                   
|Interest and dividends on securities                | 3,426                                   
|Interest on federal funds sold                      | 20                                      
|Interest on short-term money market instruments     | 9                                       
|Total interest income                               | 12,796                                  
|                                                    |                                         
|Interest Expense:                                   |                                         
|Time deposits                                       | 985                                     
|Money market deposits                               | 378                                     
|Savings deposits                                    | 979                                     
|Mortgagors' escrow deposits                         | 14                                      
|Borrowed funds                                      | 3,337                                   
|Total interest expense                              | 5,693                                   
|Net interest income                                 | 7,103                                   
|                                                    |                                         
|Provision for Loan Losses                           | (230)                                   
|Net interest income after provision for loan losses | 6,873                                   
|                                                    |                                         
|Non-Interest Income:                                |                                         
|Service and fee income                              | 1,131                                   
|Gain on securities transactions                     | 242                                     
|Net gain on sale of loans                           | 59                                      
|Gain on sale of mortgage servicing rights           | ---                                     
|Other income                                        | 164                                     
|Total non-interest income                           | 1,596                                   
|                                                    |                                         
|Non-Interest Expense:                               |                                         
|Salaries and employee benefits                      | 2,628                                   
|FDIC insurance                                      | 19                                      
|Occupancy                                           | 539                                     
|Data processing                                     | 276                                     
|Advertising                                         | 39                                      
|Professional fees                                   | 247                                     
|Other                                               | 707                                     
|Total non-interest expense                          | 4,455                                   
|                                                    |                                         
|Income before provision for income taxes            | 4,014                                   
|Provision for Income Taxes                          | 1,562                                   
|Net income                                          | $ 2,452                                 
|                                                    |                                         
|Weighted Average:                                   |                                         
|Common shares                                       | 4,582                                   
|Dilutive stock options                              | 134                                     
|                                                    | 4,716                                   
|Earnings per Share:                                 |                                         
|Basic                                               | $  0.54                                 
|Diluted                                             | $  0.52                                 

*See accompanying Notes to Unaudited Financial Statements.*

---

**WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)**

|                                                                 | CommonStock    | AdditionalPaid InCapital | RetainedEarnings | Accumulated OtherComprehensiveIncome(Loss), net | UnallocatedCommon StockHeld by ESOP | UnearnedCommon StockHeld by RRP | TreasuryStock | ComprehensiveIncome (Loss)
|---------------------------------------------------------------- | -------------- | ------------------------ | ---------------- | ----------------------------------------------- | ----------------------------------- | ------------------------------- | ------------- | --------------------------
|                                                                 | (In thousands)
|                                                                 |                |                          |                  |                                                 |                                     |                                 |               |                           
|BALANCE, December 31, 2000                                       | $66            | $63,039                  | $35,774          | $(2,508)                                        | $(5,720)                            | $(2,371)                        | $ (15,699)    |                           
|Net Income, January 1, 2001 -
   March 31, 2001                  | ---            | ---                      | 1,088            | ---                                             | ---                                 | ---                             | ---           | $1,088                    
|Unrealized appreciation on
   securities available-for-sale, net | ---            | ---                      | ---              | 2,225                                           | ---                                 | ---                             | ---           | 2,225                     
|Comprehensive income(loss)                                       | ---            | ---                      | ---              | ---                                             | ---                                 | ---                             | ---           | $3,313                    
|Purchase of treasury stock                                       | ---            | ---                      | ---              | ---                                             | ---                                 | ---                             | (2,406)       |                           
|Allocation of ESOP stock                                         | ---            | ---                      | ---              | ---                                             | 205                                 | ---                             | ---           |                           
|Cash dividends paid                                              | ---            | ---                      | (483)            | ---                                             | ---                                 | ---                             | ---           |                           
|Outside Director stock plan.                                     | ---            | (2)                      | ---              | ---                                             | ---                                 | ---                             | ---           |                           
|Earned portion of RRP                                            | ---            | ---                      | ---              | ---                                             | ---                                 | 76                              | ---           |                           
|BALANCE, March 31, 2001                                          | $66            | $63,053                  | $36,379          | $   (283)                                       | $(5,515)                            | $(2,295)                        | $(18,105)     |                           
|BALANCE, December 31, 2001                                       | $66            | $63,681                  | $39,739          | $   (822)                                       | $(4,900)                            | $(2,001)                        | $(21,760)     |                           
|Net Income, January 1, 2002 -
   	March 31, 2002                 | ---            | ---                      | 2,452            | ---                                             | ---                                 | ---                             | ---           | $2,452                    
|Unrealized appreciation on
   securities available-for-sale, net | ---            | ---                      | ---              | 760                                             | ---                                 | ---                             | ---           | 760                       
|Comprehensive income                                             | ---            | ---                      | ---              | ---                                             | ---                                 | ---                             | ---           | $3,212                    
|Purchase of treasury stock                                       | ---            | ---                      | ---              | ---                                             | ---                                 | ---                             | (120)         |                           
|Allocation of ESOP stock                                         | ---            | 88                       | ---              | ---                                             | 205                                 | ---                             | ---           |                           
|Cash dividends paid                                              | ---            | ---                      | (499)            | ---                                             | ---                                 | ---                             | ---           |                           
|Stock option plan.                                               | ---            | 21                       | ---              | ---                                             | ---                                 | ---                             | ---           |                           
|Earned portion of RRP                                            | ---            | ---                      | ---              | ---                                             | ---                                 | 124                             | ---           |                           
|BALANCE, March 31, 2002                                          | $66            | $63,790                  | $41,692          | $    (62)                                       | $(4,695)                            | $(1,877)                        | $(21,880)     |                           

*See accompanying Notes to Unaudited Financial Statements.*

---

**WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)**

|                                                                                 | For the Three MonthsEnded March 31,
|-------------------------------------------------------------------------------- | -----------------------------------
|                                                                                 |                                    
|                                                                                 | 2002                               
|                                                                                 | (In thousands)                     
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |                                    
|Net income                                                                       | $ 2,452                            
|Adjustments to reconcile net income to net cash used in
   operating activities: |                                    
|Depreciation                                                                     | 238                                
|Amortization of goodwill                                                         | 52                                 
|Net gain on sale of mortgage servicing rights                                    | ---                                
|Accretion of discount on investment securities                                   | (608)                              
|Net (increase) decrease  in accrued interest receivable                          | 353                                
|Increase in BOLI and other assets                                                | (781)                              
|Provision for loan losses                                                        | 230                                
|Net gain on sales of loans                                                       | (59)                               
|Net gain on sales of securities                                                  | (242)                              
|Net increase (decrease)  in accrued interest payable                             | (413)                              
|Net increase (decrease)  in accrued expenses and other liabilities               | (387)                              
|Total reconciliation adjustments                                                 | (1,617)                            
|Net cash provided by (used in) operating activities                              | 835                                
|                                                                                 |                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                                             |                                    
|Proceeds from maturities and calls of securities                                 | 6,094                              
|Purchases of securities                                                          | (11,912)                           
|Proceeds from sale of trading securities and securities available-for-sale       | 4,067                              
|Principal repayments from mortgage-backed securities                             | 13,124                             
|Redemption of Federal Home Loan Bank capital stock                               | 2,587                              
|Net (increase)decrease  in loans                                                 | 7,311                              
|Purchases of fixed assets, net                                                   | (54)                               
|Net cash provided by (used in) investing activities                              | 21,217                             
|                                                                                 |                                    
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |                                    
|Net increase in deposits                                                         | 9,418                              
|Net increase (decrease) in escrow deposits                                       | (124)                              
|Net increase (decrease) in borrowed funds                                        | (39,790)                           
|Dividends on common stock                                                        | (499)                              
|Purchase of treasury stock                                                       | (120)                              
|Stock options exercised                                                          | 21                                 
|ESOP allocation                                                                  | 205                                
|Earned portion of RRP.                                                           | 124                                
|Net cash (used in) provided by financing activities                              | (30,765)                           
|Net decrease in cash                                                             | $(8,713)                           
|                                                                                 |                                    
|CASH AT BEGINNING OF PERIOD                                                      | $25,766                            
|CASH AT END OF PERIOD                                                            | 17,053                             
|CHANGE IN CASH                                                                   | $(8,713)                           

*See accompanying Notes to Unaudited Financial Statements.*

---

**WARWICK COMMUNITY BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**

**1.    Basis of Presentation**

The accompanying unaudited consolidated financial statements include the accounts of Warwick
Community Bancorp, Inc. ("Parent Company"), its savings bank subsidiary, The Warwick Savings Bank
("Warwick Savings"), and its commercial bank subsidiary, The Towne Center Bank ("Towne Center") and
its title business subsidiary,   Hardenburgh Abstract Company of Orange County, Inc. ("Hardenburgh").  The
Parent Company and its subsidiaries (collectively, the "Company") conform to generally accepted accounting
principles and reporting practices followed by the banking industry. Warwick Commercial Bank ("Warwick
Commercial") was formed in 2001, as a subsidiary of Warwick Savings, for the purpose of accepting
government deposits.

The unaudited consolidated financial statements included herein reflect all normal recurring
adjustments which are, in the opinion of management, necessary to present a fair statement of the results for
the interim periods presented.  The results of operations for the three months ended March 31, 2002 are not
necessarily indicative of the results of operations that may be expected for the entire year ending December
31, 2002. Certain information and note disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America have been
condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
("SEC").

These unaudited consolidated financial statements should be read in conjunction with the Company's
audited consolidated financial statements and notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001, as filed with the SEC on March 15, 2002.

**2.    Earnings Per Share**

Basic earnings per share is computed by dividing net income by the weighted average number of
common shares outstanding for the period, adjusted for the unallocated portion of the shares held by the
Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") in accordance with American
Institute of Certified Public Accountants ("AICPA") Statement of Position 93-6, "Employers Accounting for
Employee Stock Ownership Plans," and unearned shares held by the Recognition and Retention Plan of
Warwick Community Bancorp, Inc. ("RRP").  Diluted earnings per share, which reflects the potential dilution
that could occur if outstanding stock options were exercised and resulted in the issuance of common stock
that then shared in the earnings of the Company, is computed by dividing net income by the weighted average
number of common shares and dilutive instruments.

**3.    Comprehensive Income**

Comprehensive income includes net income and all other changes in equity during a period except
those resulting from investments by owners and distributions to owners.  Other comprehensive income
includes revenues, expenses, gains and losses that, under accounting principles generally accepted in the
United States of America, are included in comprehensive income but excluded from net income.
Comprehensive income and accumulated other comprehensive income are reported net of related income
taxes.  Accumulated other comprehensive income for the Company consists solely of unrealized holding
gains or losses on available for sale securities.

**4.    New Accounting Pronouncements**

On January 1, 2001, the Company adopted  Statement of Financial Accounting Standards ("SFAS")
No. 133, "Accounting for Derivative Instruments and Hedging Activities." The adoption of SFAS 133 did
not have a material impact on the Company's financial condition or results of operations.

---

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 141, "Business Combinations," ("SFAS 141").  SFAS 141 establishes new
standards for accounting and reporting requirements for business combinations.  SFAS 141 requires that the
purchase method of accounting be used for all business combinations, and prohibits use of the pooling-of-interest method of accounting for business combinations. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001.  The adoption of SFAS 141 did not have a material effect on the
Company's financial condition or results of operations.

In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142 "Goodwill and
Other Intangible Assets," ("SFAS 142").  This Statement addresses financial accounting and reporting for
acquired goodwill and other intangible assets and supercedes APB Opinion No. 17, "Intangible Assets".  It
addresses how intangible assets that are acquired individual or with a group of other assets should be
accounted for in financial statements upon their acquisition.  This Statement also addresses how goodwill
and other intangible assets should be accounted for after they have been initially recognized in the financial
statements.  The provision of this Statement are required to be applied starting with fiscal years beginning
after December 31, 2001.  The adoption of SFAS No. 142 and its application to amounts currently included
in the Company's balance sheet will not have a material impact on the Company's accounting and
disclosures.  As of March 31, 2002, the Company had goodwill of $885,600 and other intangible assets of
$1.9 million.

**5.    Loan Portfolio Composition**

The following table sets forth the composition of the Company's loan portfolio in dollar amounts
and percentage of the portfolio at the dates indicated.

|                                              | At March 31, 2002      | At December 31, 2001
|--------------------------------------------- | ---------------------- | --------------------
|                                              | Amount                 | Percentof Total     
|                                              | (Dollars in thousands)
|Residential mortgage loans:                   |                        |                     
|Conventional one- to four-family loans        | $292,796               | 57.02%              
|Mortgage loans held for sale                  | ---                    | 0.00                
|VA and FHA loans                              | 61                     | 0.01                
|Home equity loans                             | 28,726                 | 5.59                
|Residential construction loans, net           | 28,732                 | 5.59                
|Total residential mortgage loans              | 350,315                | 68.21               
|Commercial real estate and business loans     | 123,902                | 24.13               
|Consumer loans:                               |                        |                     
|Automobile                                    | 36,923                 | 7.19                
|Other consumer loans                          | 2,405                  | 0.47                
|Total consumer loans                          | 39,328                 | 7.66                
|Total loans                                   | 513,545                | 100.00%             
|Discount, premiums and deferred loan fees,net | 10                     |                     
|Allowance for loan losses                     | (3,870)                |                     
|Total loans, net                              | $509,685               |                     

---

**6.    Non-Performing Assets**

The following table sets forth information regarding non-accrual loans, other past due loans and other
real estate owned at the dates indicated.

|                                                                  | March 31,2002          | December 31,2001
|----------------------------------------------------------------- | ---------------------- | ----------------
|                                                                  | (Dollars in thousands)
|Non-accrual mortgage loans delinquent morethan 90 days            | $1,993                 | $  886          
|Non-accrual other loans delinquent more than 90 days              | 845                    | 508             
|Total non-accrual loans                                           | 2,838                  | 1,394           
|Total 90 days or more delinquent and still accruing               | 3                      | 183             
|Total non-performing loans                                        | 2,841                  | 1,577           
|Total foreclosed real estate, net of related allowance for losses | 1,148                  | 1,151           
|Total non-performing assets                                       | $3,989                 | $2,728          
|Non-performing loans to total loans                               | 0.55%                  | 0.30%           
|Total non-performing assets to total assets                       | 0.51%                  | 0.34%           

******7.    	Allowance for Loan Losses**

The following table sets forth the activity in the Company's allowance for loan losses at and for the
periods indicated.****

|                                                                       | Three Months EndedMarch 31, | Year EndedDecember 31,
|---------------------------------------------------------------------- | --------------------------- | ----------------------
|                                                                       | 2002                        | 2001                  
|                                                                       | (Dollars in thousands)     
|**Allowance for loan losses:**                                         |                             |                       
|Balance at beginning of period                                         | $3,650                      | $2,722                
|**Charge-offs**:                                                       |                             |                       
|Real estate mortgage loans                                             | ---                         | ---                   
|Commercial loans                                                       | ---                         | ---                   
|Consumer loans                                                         | 17                          | 42                    
|Total charge-offs                                                      | 17                          | 42                    
|**Recoveries**:                                                        |                             |                       
|Real estate mortgage loans                                             | ---                         | ---                   
|Commercial loans                                                       | ---                         | ---                   
|Consumer loans                                                         | 7                           | 5                     
|Total recoveries                                                       | 7                           | 5                     
|                                                                       |                             |                       
|Provision for loan losses                                              | 230                         | 235                   
|Balance at end of Period                                               | $3,870                      | $2,920                
|                                                                       |                             |                       
|Ratio of net charge-offs during the period toaverage loans outstanding | 0.00%                       | 0.01%                 
|Ratio of allowance for loan losses to total loansat end of period      | 0.76%                       | 0.65%                 
|Ratio of allowance for loan losses to non-performing loans             | 136.46%                     | 194.15%               

---

**General**

The Parent  Company is a bank holding company incorporated in September 1997 under the laws
of the State of Delaware and is registered under the Bank Holding Company Act of 1956, as amended
("BHCA").  The Parent Company elected to become a financial holding company under the BHCA in
October 2000.  The primary business of the Parent Company is the operation of its wholly owned
subsidiaries, Warwick Savings, Towne Center and Hardenburgh, the Parent Company's recently acquired
title insurance agency subsidiary.  Presently, the only significant assets of the Parent Company are the capital
stock of Warwick Savings, Towne Center and Hardenburgh, the note evidencing the loan the Parent
Company made to the ESOP to allow the ESOP to purchase 8% of the Parent Company's common stock
issued in the Parent Company's initial public offering, and the investments acquired with the net proceeds
of the offering retained by the Parent Company.  While the following discussion of financial condition and
results of operations includes the collective results of the Parent Company and its subsidiaries, this discussion
reflects primarily Warwick Savings' activities.  Unless otherwise disclosed, the information presented herein
reflects the financial condition and results of operations of the Parent Company and its subsidiaries on a
consolidated basis, and as used herein the term "Parent  Company" refers to the Parent Company and its
subsidiaries collectively.

**Financial Condition**

For the three-month period ended March 31, 2002, total assets of the Company decreased $28.3
million, or 3.5%, from $806.7 million at December 31, 2001 to $778.4 million at March 31, 2002.  This
decrease in total assets was primarily attributable to a $10.7 million, or 5.2%, decrease in securities available
for sale, which decreased from $206.3 million at December 31, 2001 to $195.6 million at March 31, 2002,
the $8.7 million, or 33.8%, decrease in cash and due from banks and Federal funds sold and the $6.5 million,
or 1.3%, decrease in total loans, net which decreased to $509.7 million at March 31, 2002 from $516.2
million at December 31, 2001.  These decreases are primarily attributable to the continued  low interest rate
environment as the Company elected to forgo adding any significant assets to its balance sheet during the
first quarter of 2002.    Cash flows from the Company's loan and investment portfolios, coupled with the $9.4
million increase in deposits were used to reduce the  Federal Home Loan Bank of New York ("FHLBNY")
advances.

Deposits increased $9.4 million, or 2.2%, from $422.2 million at December 31, 2001 to $431.7
million at March 31, 2002.  This increase was primarily attributable to an increase in savings accounts of
$12.1 million, an increase of $6.0 million in  NOW and money market accounts and an increase of $3.8
million in  non-interest-bearing checking accounts, which were partially offset by the decrease in certificates
of deposit accounts of $12.5 million.

Borrowed funds, comprised primarily of securities sold under repurchase agreements and advances
from the FHLBNY, decreased $39.8 million, to $253.5 million at March 31, 2001 from $293.3 million at
December 31, 2001.  FHLBNY advances decreased $39.8 million to $251.0 million at March 31, 2002 from
$290.8 million at December 31, 2001.

Total stockholders' equity increased by $3.0 million, or 4.1%, from $74.0 million at December 31,
2001 to $77.0 million at March 31, 2002.  The increase was primarily attributable to net income of $2.5
million for the three months ended March 31, 2002 and the $760,000 increase in unrealized appreciation of
securities available for sale.  The increase in total stockholders' equity was partially offset by the open
market purchases of 5,500 shares of the Company's outstanding common stock during the first quarter of
2002 at a total cost of $120,000.  The increase in stockholders' equity was also partially offset by the

---

**Analysis of Net Interest Income**

Net interest income represents the difference between income on interest-earning assets and expense
on interest-bearing liabilities.  Net interest income depends upon the volume of interest-earning assets and
interest-bearing liabilities and the interest rates earned or paid on them.

*Average Balance Sheets*.  The following table sets forth certain information regarding the Company's
average statements of financial condition and its statements of income for the three months ended March 31,
2002 and 2001 and reflects the average yield on assets and average cost of liabilities for the periods
indicated.  Such yields and costs were derived by dividing interest income or expense by the average balance
of assets or liabilities, respectively, for the periods shown.  The yields include deferred fees and discounts,
which are considered yield adjustments.  Average balances were computed based on month-end balances.
Management believes the use of average monthly balances instead of average daily balances does not have
a material effect on the information presented.

---

|                                                                    | Three Months Ended March 31,
|------------------------------------------------------------------- | ----------------------------
|                                                                    | 2002                        
|                                                                    | AverageBalance              
|                                                                    | (Dollars in thousands)      
|Assets:                                                             |                             
|Interest-earning assets:                                            |                             
|Mortgage loans, net                                                 | $356,128                    
|Consumer and other loans, net                                       | 161,953                     
|Mortgage-backed securities                                          | 95,445                      
|Federal funds sold                                                  | 5,743                       
|Interest earning accounts at banks                                  | 1,740                       
|Investment securities                                               | 124,090                     
|Total interest-earning assets                                       | 745,099                     
|Non-interest earning assets                                         | 49,050                      
|Total assets                                                        | $794,149                    
|                                                                    |                             
|Liabilities and retained earnings:                                  |                             
|Interest-bearing liabilities:                                       |                             
|Passbook accounts                                                   | $141,515                    
|Escrow deposits                                                     | 2,800                       
|NOW accounts                                                        | 39,244                      
|Money market accounts                                               | 78,186                      
|Certificate accounts                                                | 113,656                     
|Total deposits                                                      | 375,401                     
|Borrowed funds                                                      | 278,447                     
|Total interest-bearing liabilities                                  | 653,848                     
|Non-interest bearing liabilities                                    | 64,503                      
|Total liabilities                                                   | 718,351                     
|Retained earnings                                                   | 75,798                      
|Total liabilities and retained
       earnings                      | $794,149                    
|Net interest income/interest rate spread                            |                             
|Net interest-earning assets/net
   interest margin                  | $91,251                     
|Ratio of interest-earning assets to
   interest-bearing liabilities |                             

(1)  Certain reclassifications have been made to escrow and non-interest bearing deposits.

---

*Rate/Volume Analysis*.  The following table presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's
interest income and interest expense during the periods indicated.  Information is provided in each category
with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate),
(ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) the net
change.  The changes attributable to the combined impact of volume and rate have been allocated
proportionately to the changes due to volume and the changes due to rate.

|                                   | Three Months Ended
March 31, 2002
Compared to
Three Months Ended
March 31, 2001
|---------------------------------- | -------------------------------------------------------------------------------
|                                   | Increase (Decrease) in Net
Interest Income Due to                              
|                                   | Volume                                                                         
|                                   | (In thousands)                                                                 
|Interest-earning assets:           |                                                                                
|Mortgage loans, net                | $  418                                                                         
|Consumer and other loans, net      | 1,282                                                                          
|Mortgage-backed securities         | 513                                                                            
|Federal funds sold                 | 20                                                                             
|Interest earning accounts at banks | 8                                                                              
|Investment securities              | 408                                                                            
|Total                              | 2,649                                                                          
|                                   |                                                                                
|Interest-bearing liabilities:      |                                                                                
|Passbook accounts                  | 340                                                                            
|Escrow accounts                    | (6)                                                                            
|NOW accounts                       | 41                                                                             
|Money market accounts              | 126                                                                            
|Certificates of deposit            | (109)                                                                          
|Borrowed funds                     | 985                                                                            
|Total                              | 1,377                                                                          
|Net change in net interest income  | $1,272                                                                         

*General*.  For the three months ended March 31, 2002, the Company recognized net income of $2.5
million, or $0.52 per diluted share, as compared to net income of $1.1 million, or $0.23 per diluted share, for
the three months ended March 31, 2001, which represents a $1.4 million, or 125.4%, increase.  Net interest
income and non-interest income increased $2.0 million and $355,000, or 38.5% and 26.6%, respectively, for
the three months ended March 31, 2002, which increases were partially offset by an increase in the provision
for income  taxes of $1.0 million.   For the first quarter ended March 31, 2002, annualized return on average
assets ("ROAA") and annualized return on average equity ("ROAE") were 1.24% and 12.94%, respectively.
The ROAA and ROAE for the corresponding quarter of 2001 were 0.67% and 5.91%, respectively.

---

*Interest Income*.  Interest income amounted to $12.8 million for the three months ended March 31, 2002,
as compared to $11.5 million for the three months ended March 31, 2001.  This increase of $1.3 million, or
10.8%, was primarily the result of the $697,000 increase in interest earned on the Company's consumer and
other loans and the $545,000 increase in interest and dividends earned on securities, as compared to the
respective amounts earned over the three-month period ended March 31, 2001. Interest earned on mortgage
loans for the three months ended March 31, 2002 remained at the same level as the comparative period in 2001.

The increase in interest earned on the Company's consumer and other loan portfolio resulted primarily
from the $57.6 million, or 55.2%, increase in the average balances of these loans to $161.9 million for the three
months ended March 31, 2002, as compared to $104.3 million for the three months ended March 31, 2001. This
increase was partially offset by the decrease in the average yield of the portfolio to 7.45% for the three months
ended March 31, 2002 from 8.90% for the three months ended March 31, 2001.

The decrease in interest income  on mortgage loans was primarily the result of the decrease in the
average yield of such portfolio to 7.10% from 7.58%, and was offset by the increase in the average balances of
$22.0 million, or 6.6%.

The increase in interest and dividends earned on securities resulted mainly from the increase in the
average balances of investment securities, including mortgage-backed securities, to $219.5 million for the three
months ended March 31, 2002, as compared to $166.1 million for the three months ended March 31, 2001.  This
increase was partially offset by a decrease in the average yield on both investment portfolios.

*Interest Expense*.  Total interest expense for the three-month period ended March 31, 2002 decreased
by $726,000, or 11.3%, as compared to the same three-month period one year earlier, primarily as a result of
the decrease in the average costs of interest-bearing liabilities. Partially offsetting the decrease in the average
cost  was the increase of $126.4 million, or 24.0%, in the average balances of total interest-bearing liabilities
from $527.4 million to $653.8 million, which increase was primarily associated with funding the Company's
loan growth.

*Net Interest Income*.  Net interest income for the three months ended March 31, 2002 increased $2.0
million, or 38.5%, to $7.1 million compared to the three months ended March 31, 2001, primarily as a result
of the increase in the average balances of the Company's loan and investment portfolios and a decrease in the
average balance of deposit liabilities and the rates paid on deposit liabilities and borrowings.  This increase was
partially offset by the increase in the average balances  of the Company's interest-bearing deposits and
borrowings.  Interest rate spread increased to 3.39% from 2.76%, and the net interest margin was 3.81% and
3.39%, respectively, for the three-month periods ended March 31, 2002 and 2001.

*Provision for Loan Losses*.  The provision for loan losses for the three months ended March 31, 2002
and 2001 was $230,000 and $235,000, respectively.  This provision is a result of management's assessment of
the loan portfolio, the level of the Company's allowance for loan losses and its assessment of the local economy
and market conditions, coupled with the growth in the loan portfolio, particularly in commercial loans.

*Non-Interest Income*.  Non-interest income, for the three months ended March 31, 2002 totaled $1.6
million, as compared to $1.3 million for the three months ended March 31, 2001.  This increase was due to the
$298,000 increase in service and fee income and the increase of $242 ,000 in gains on securities transaction.
The increase in service and fee income resulted primarily from deposit account growth. Partially offsetting these
increases was the $110,000 decrease in gains on sale of mortgage servicing rights as the Company recognized
the gain during the first quarter of 2001 and the $70,000 decrease on the gain on sale of loans.  The decrease
in gain on sale of loans was attributable to the  decrease in the number of originated mortgage loans that were
sold with servicing released.

---

*Non-Interest Expense*.  Non-interest expense decreased by $45,000 for the three-month period ended
March 31, 2002 as compared to March 31, 2001.  Salaries and employee benefits expense increased $155,000
for the three months ended March 31, 2002. This increase was attributable to the $150,000 increase in costs
associated with the employee post retirement benefit plan coupled with the increase in the ESOP and RRP
benefit expense of $102,000 and $29,000, respectively, for the comparable period in 2001.  Professional fees
and data processing expense increased $124,000 and $22,000, respectively, for the three months ended March
31, 2002 as compared to March 31, 2001.  The increase in professional fees resulted primarily from the increase
of $121,000 in legal fees.  Other expenses decreased $353,000 for the three months ended March 31, 2002 as
compared to March 31, 2001.  The decrease resulted from the reduction in non-recurring charges associated with
exiting the mortgage loan servicing business that were incurred during the first quarter of 2001.

*Provision for Income Taxes*.  The $1.0 million increase in the provision for income taxes to $1.6 million
for the three-month period ended March 31, 2002, as compared to the three-month period ended March 31,
2001, was primarily attributable to the 142.4% increase in pre-tax income.

**Liquidity and Capital Resources**

Liquidity is managed using a combination of customer deposits, cash and short-term interest-earning
assets,  mortgage loans held for sale,  investment securities held as available for sale and borrowings  from the
FHLBNY.  At March 31, 2002, management had utilized $2.5 million in repurchase agreements and $251.0
million in FHLBNY advances to supplement its deposit flows and liquidity needs.

At March 31, 2002, the Company's total approved loan origination commitments outstanding totaled
$47.8 million.  Certificates of deposit scheduled to mature in one year or less at March 31, 2002 totaled $85.8
million.  Based on historical experience, management believes that a significant portion of such deposits will
remain with the Company.

At March 31, 2002, the Company had cash and due from banks of $17.1 million and securities available
for sale of $195.6 million.  Management believes these amounts, together with the Company's borrowing
capabilities, to be more than adequate to meet its short-term cash needs.

**Regulatory Capital Position**

Warwick Savings, Warwick Commercial  and Towne Center are subject to minimum regulatory capital
requirements imposed by the Federal Deposit Insurance Corporation ("FDIC"), which requirements are, as a
general matter, based on the amount and composition of an institution's assets.  Insured institutions in the
strongest financial and managerial condition, with a rating of 1 (the highest examination rating of the FDIC
under the Uniform Financial Institutions Rating System) are required to maintain Tier 1 capital of not less than
3.0% of total assets (the "leverage capital ratio").  For all other banks, the minimum leverage capital ratio is
4.0%, unless a higher leverage capital ratio is warranted by the particular circumstances or risk profile of the
institution.

At March 31, 2002, the Parent Company exceeded the minimum regulatory capital guidelines imposed
by the Federal Reserve Board, which are substantially similar to the requirements of the FDIC, with a Tier 1
capital level of $74.2 million, or 9.38% of average assets, which is well above the required level of $31.6
million, or 4% of average assets.  The Parent Company's ratio of Tier 1 capital to risk-weighted assets of 15.29%
at March 31, 2002 is also well above the required level of 4%.  The Parent Company's ratio of total capital to
risk-weighted assets is 16.18%, which is well above the required level of 8%.  In addition, Warwick Savings',
Warwick Commercial  and Towne Center's capital ratios qualify each of them to be treated as "well capitalized"
for regulatory purposes.  The following table shows Warwick Savings' regulatory capital positions and ratios
at March 31, 2002.

---

|                                           | Actual  | For Capital AdequacyPurposes | To Be Well CapitalizedUnder Prompt Corrective
Action Provisions
|------------------------------------------ | ------- | ---------------------------- | ---------------------------------------------------------------
|                                           | Amount  | Percent                      | Amount                                                         
|Total Capital   to risk-weighted assets)   | $63,643 | 13.94%                       | $36,525                                                        
|Tier 1 Capital   (to risk-weighted assets) | 59,671  | 15.26                        | 18,262                                                         
|Tier 1 Capital   (to average assets)       | 59,671  | 8.82                         | 34,886                                                         

The following table shows the Warwick Commercial's regulatory capital positions and ratios as of March 31,
2002.

|                                           | Actual | For Capital AdequacyPurposes | To Be Well CapitalizedUnder Prompt Corrective
Action Provisions
|------------------------------------------ | ------ | ---------------------------- | ---------------------------------------------------------------
|                                           | Amount | Percent                      | Amount                                                         
|Total Capital   (to risk-weighted assets)  | $3,035 | 54.69%                       | $444                                                           
|Tier 1 Capital   (to risk-weighted assets) | 3,035  | 54.69                        | 222                                                            
|Tier 1 Capital   (to average assets)       | 3,035  | 23.53                        | 516                                                            

The following table shows the Towne Center's regulatory capital positions and ratios as of March 31, 2002.

|                                           | Actual | For Capital AdequacyPurposes | To Be Well CapitalizedUnder Prompt Corrective
Action Provisions
|------------------------------------------ | ------ | ---------------------------- | ---------------------------------------------------------------
|                                           | Amount | Percent                      | Amount                                                         
|Total Capital   (to risk-weighted assets)  | $8,959 | 25.36%                       | $2,826                                                         
|Tier 1 Capital   (to risk-weighted assets) | 8,543  | 24.19                        | 1,413                                                          
|Tier 1 Capital   (to average assets)       | 8,543  | 21.00                        | 1,628                                                          

**Item 3.   	Quantitative And Qualitative Disclosures About Market Risk**

Quantitative and qualitative disclosure about market risk is presented at December 31, 2001 in the
Company's Annual Report on Form 10-K, which was filed with the Commission on March 15, 2002.  There
have been no material changes in the Company's market risk at March 31, 2002 as compared to December 31,
2001.

---

**PART II - OTHER INFORMATION**

**Item 1.	   Legal Proceedings**

Not applicable.

**Item 2.	   Changes in Securities**

Not applicable.

**Item 3.   	Defaults upon Senior Securities**

Not applicable.

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

Not applicable.

**Item 5.	   Other Information**

Not applicable.

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

(a)   Exhibits

See Index to Exhibits.

(b)	Reports on Form 8-K

Form 8-K, dated January 18, 2002, announcing the Company's Annual Meeting of Shareholders for the year ended December 31, 2001.

---



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.

|                   | **Warwick Community Bancorp, Inc.**(Registrant)
|------------------ | -----------------------------------------------
|                   |                                                
|Date: May 13, 2002 | By:                                            
|                   |                                                
|Date: May 13, 2002 | By:                                            

---

**INDEX TO EXHIBITS**

|Exhibit Number | Document
|-------------- | --------
|              
|3.1            |         
|              
|3.2            |         
|              
|4.1            |         
|              
|4.2            |         
|              
|4.3            |         
|              
|4.4            |         
|              
|4.5            |         
|              
|4.6            |         
|              
|10.1           |         
|              
|10.2           |         
|              
|10.3           |         
|              
|10.4           |         
|              
|10.5           |         
|              
|10.6           |         
|              
|10.7           |         
|              
|10.8           |         

---

|10.9  |  | Employment Retention Agreement by and between The Warwick Savings Bank and Barbara
A. Rudy (2)                                                                                  
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|10.10 |  | Recognition and Retention Plan of Warwick Community Bancorp, Inc. (3)                                                                                                           
|     
|10.11 |  | First Amendment to the Recognition and Retention Plan of Warwick Community Bancorp,
Inc. (5)                                                                                    
|     
|10.12 |  | Second Amendment to the Recognition and Retention Plan of Warwick Community
Bancorp, Inc. (8)                                                                                   
|     
|10.13 |  | Trust Agreement between Warwick Community Bancorp, Inc. and Orange County Trust
Company for the Recognition and Retention Plan of Warwick Community Bancorp, Inc.(2)            
|     
|10.14 |  | Stock Option Plan of Warwick Community Bancorp, Inc. (3)                                                                                                                        
|     
|10.15 |  | First Amendment to the Stock Option Plan of Warwick Community Bancorp, Inc. (5)                                                                                                 
|     
|10.16 |  | Form of Amended Stock Option Agreement for Directors under the Stock Option Plan of
Warwick Community Bancorp, Inc. (9)                                                         
|     
|10.17 |  | Form of Amended Stock Option Agreement for Employees under the Stock Option Plan of
Warwick Community Bancorp, Inc.                                                             
|     
|10.18 |  | Benefit Restoration Plan of Warwick Community Bancorp, Inc. (1)                                                                                                                 
|     
|10.19 |  | Grantor Trust Agreement by and between The Warwick Savings Bank and HSBC Bank
USA for the Benefit Restoration Plan of The Warwick Savings Bank (2)                              
|     
|10.20 |  | The Warwick Savings Bank Outside Directors' Stock Plan (8)                                                                                                                      
|     
|10.21 |  | Change in Control Severance Plan of Warwick Community Bancorp, Inc. and Affiliates (9)                                                                                          
|     
|10.22 |  | Voluntary Retainer Stock and Deferred Compensation Plan for Directors (10)                                                                                                      
|     
|11.1  |  | Statement re: Computation of per share earnings (See the Statement of Income and Note 2
to the Notes to Unaudited Consolidated Financial Statements in this report on Form 10-Q)



---

1. Incorporated herein by reference to the Exhibits to the Company's Registration Statement on
Form S-1, filed on September 19, 1997, Registration No. 333-36021.
2. Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1998.
3. Incorporated herein by reference to the Company's definitive Proxy Statement for the Special
Meeting of Shareholders held on June 24, 1998.

---

1. Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K
for the transition period from June 30, 1998 to December 31, 1998.
2. Incorporated herein by reference to the Company's definitive Proxy Statement for the Special
Meeting of Shareholders held on April 20, 1999.
3. Incorporated herein by reference to the Exhibits to the Company's Registration Statement on
Form 8-A, filed on October 18,2000.
4. Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000.
5. Incorporated herein by reference to the Exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
6. Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001.
7. Incorporated herein by reference to the Company's definitive Proxy Statement for the Special
Meeting of Shareholders held on April 16, 2002.

---