SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[X]  Annual report  pursuant to section 13 or 15 (d) of the Securities  Exchange
     Act of 1934

     For the fiscal year ended   September 30, 2001
                                 ------------------

                                       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 No. 0-29257

                          Roebling Financial Corp, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

United States                                                   22-3709698
-------------------------------                              -------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

Route 130 and Delaware Avenue, Roebling New Jersey                08554
--------------------------------------------------                -----
(Address of Principal Executive Offices)                        (Zip Code)

Issuer's Telephone Number, Including Area Code:                (609) 499-0355
                                                               --------------

Securities registered under to Section 12(b) of the Exchange Act:   None
                                                                    ----
Securities registered under to Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 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
    ---     ---

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year. $4,706,709

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  of the  registrant,  based on the average bid and asked
price of the registrant's Common Stock at December 1, 2001, was $2.2 million.

         As of  December  1, 2001,  there were  issued and  outstanding  425,500
shares of the registrant's Common Stock.

         Transition Small Business Disclosure Format (check one): YES     NO  X
                                                                     ---    ---
                       DOCUMENTS INCORPORATED BY REFERENCE

     1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal  Year
          ended September 30, 2001. (Part II)
     2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders
          for the Fiscal Year ended September 30, 2001. (Part III)
<PAGE>

                                     PART I

Item 1.  Description of Business
--------------------------------

         Roebling  Financial Corp, Inc. (the "Company" or "Registrant") may from
time to  time  make  written  or oral  "forward-looking  statements,"  including
statements  contained in the Company's  filings with the Securities and Exchange
Commission  (including  this  Annual  Report  on Form  10-KSB  and the  exhibits
thereto),  in its reports to  Stockholders  and in other  communications  by the
Company,  which  are made in good  faith by the  Company  pursuant  to the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes;  acquisitions;  changes in consumer spending
and  savings  habits;  and the  success  of the  Company at  managing  the risks
involved in the foregoing.

         The Company  cautions that the foregoing  list of important  factors is
not  exclusive.  The Company does not  undertake  to update any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the company.

General

         On January 31, 2000,  Roebling Bank  completed its  reorganization  and
formed the Company as a stock  holding  company  parent of the Bank.  The former
holders of the common stock of the Bank became  stockholders  of the Company and
each outstanding  share of common stock of the Bank was converted into shares of
common  stock of the  Company on a  one-for-one  basis.  The Company is majority
owned by Roebling  Financial  Corp.,  MHC (the "Mutual  Holding  Company").  The
mutual  holding  company is owned and  controlled by the Bank's  depositors  and
conducts no significant business of its own other than holding a majority of the
Company's common stock.

         The Company  conducts no significant  business or operations of its own
other than holding all of the outstanding  stock of the Bank.  References to the
Company or Registrant  generally refer to the consolidated entity which includes
the main operating company, the Bank, unless the context indicates otherwise.

         The Bank, a federally  chartered stock savings bank, has three offices,
two located in Roebling  and one  located in New Egypt,  New Jersey.  From these
locations, the Bank primarily serves the towns of

                                       -2-
<PAGE>

Roebling,  Florence Township and New Egypt. The Bank's secondary market includes
Burlington  City,  Cream Ridge,  Wrightstown,  Bordentown City and  Springfield,
Mansfield, Bordentown, Plumsted, New Hanover and North Hanover Townships.

Competition

         The  competition  for  deposits  comes  from  other  insured  financial
institutions such as commercial banks,  thrift  institutions  (including savings
banks), credit unions and multi-state regional banks in the Bank's market areas.
Competition for funds also includes a number of insurance products sold by local
agents and investment products such as mutual funds and other securities sold by
local and  regional  brokers.  The Bank  maintains  and  attracts  customers  by
offering competitive interest rates and a high level of personal service.

Lending Activities

         The following table sets forth  information  concerning the composition
of the  Registrant's  loan portfolio in dollar amounts and in percentages of the
total loan portfolio as of the dates indicated.

                                                    At September 30,
                                        ----------------------------------------
                                                2001               2000
                                        ------------------  --------------------
                                            $         %         $           %
                                         -------    -----    -------      -----
                                                 (Dollars in thousands)
Type of Loans:
Real Estate:
  1-4 family...........................  $19,852     45.61%  $20,998      50.38%
  Construction and land................    1,948      4.47     2,186       5.24
  Commercial ..........................    3,470      7.97     2,634       6.32
                                         -------    ------   -------      -----
    Total real estate loans............   25,270     58.05    25,818      61.94
                                         -------    ------   -------      -----
Consumer and commercial loans:
  Home equity..........................   15,604     35.85    14,837      35.60
  Commercial...........................    1,879      4.32       240        .58
  Other consumer.......................      775      1.78       787       1.88
                                         -------    ------   -------      -----
Total consumer and commercial loans....   18,258     41.95    15,864      38.06
                                         -------    ------   -------      -----

Total loans............................   43,528    100.00%   41,682     100.00%
                                         -------    ======   -------     ======
Less:
  Loans in process.....................      172                 962
  Net deferred loan origination costs..      (55)                (55)
  Allowance for loan losses............      315                 229
                                         -------             -------

  Total loans, net.....................  $43,096             $40,546
                                         =======             =======

                                       -3-
<PAGE>

         Loan Maturity Table. The following table sets forth the maturity of the
Registrant's  loan  portfolio at September 30, 2001.  The table does not include
prepayments or scheduled principal  repayments.  All mortgage loans are shown as
maturing based on contractual maturities.


                                            Due after
                                Due within  1 through   Due after
                                  1 year     5 years     5 years       Total
                                  ------     -------     -------       -----
                                               (In Thousands)

1 - 4 family real estate......     $  418     $  584     $18,850     $19,852
Construction and land.........      1,704          -          72       1,776
Commercial real estate........        387        707       2,376       3,470
Home equity ..................        159      1,944      13,501      15,604
Commercial ...................        202        851         826       1,879
Other consumer ...............         75        584         116         775
                                   ------     ------     -------     -------
Total.........................     $2,945     $4,670     $35,741     $43,356
                                   ======     ======     =======     =======


         The  following  table sets forth as of  September  30,  2001 the dollar
amount of all loans due after  September  30,  2002,  which have fixed  interest
rates and floating or adjustable interest rates.


                                                     Floating or
                                     Fixed Rates   Adjustable Rates      Total
                                     -----------   ----------------      -----
                                                    (In Thousands)
1 - 4 family real estate.........       $11,176        $ 8,258          $19,434
Construction and land............             -             72               72
Commercial real estate...........         1,081          2,002            3,083
Home equity .....................         9,752          5,693           15,445
Commercial ......................           797            880            1,677
Other consumer...................           618             82              700
                                        -------        -------          -------
    Total........................       $23,424        $16,987          $40,411
                                        =======        =======          =======

         1 - 4 Family Mortgage Loans. The Registrant offers first mortgage loans
secured  by one-  to  four-  family  residences  in its  primary  lending  area.
Typically,  such  residences  are single  family homes that serve as the primary
residence of the owner.  The Registrant  currently  offers  fixed-rate  mortgage
loans  with  terms up to 30 years as well as  one-year  and 3/1  adjustable-rate
mortgage  ("ARM") loans with terms up to 30 years. 3/1 ARMs have a rate which is
fixed for the first three years, then adjust annually thereafter.  ARM loans are
qualified at the fully indexed  mortgage rate as of the date of the  commitment.
The  Registrant  offers ARM loans in an effort to make its assets more  interest
rate  sensitive.  Interest rates charged on fixed-rate  loans are  competitively
priced based on the local market.  The Registrant  also offers mortgage loans on
non-owner  occupied  one- to  four-family  residences.  Such loans are generally
offered  with  variable  rates or  balloons  which  typically  adjust or mature,
respectively,  within 5 years. Renewal of balloon mortgage loans is based on the
credit history as well as the current  qualification of the borrower at the time
of renewal.  Loan  origination  fees on loans are generally 0% to 3% of the loan
amount depending on the market rate and customer demand.

         The Registrant  retains  adjustable and certain fixed-rate loans in its
portfolio and sells  qualifying  longer-term  fixed-rate loans to Fannie Mae and
retains the servicing rights.  Generally,  fixed-rate loans have a 15 to 30 year
term.  Non-conforming,  fixed-rate  loans are both retained in the  Registrant's
portfolio  and sold in the  secondary  market  to  private  entities,  servicing
released. At September 30, 2001, no such loans were held for sale. See also, "--
Loan Servicing and Sales."

                                       -4-
<PAGE>

         Construction  Lending.  The  Registrant  also  originates   residential
construction  loans.  Construction loans are classified as either residential or
speculative real estate loans at the time of origination, depending on whether a
buyer  is  under  contract  of  sale.  The  Registrant's   construction  lending
activities generally are limited to its primary market area.

         Construction  loans are made to local  individuals  for the  purpose of
constructing  their primarily  single-family  residence and real estate builders
and  developers  for  the  purpose  of  constructing   primarily   single-family
residential developments.

         The Registrant's  construction  loans generally have maturities of 6 to
12  months,  with  payments  being  made  monthly  on  an  interest-only  basis.
Residential  construction loan rates generally adjust monthly based on the prime
rate plus a margin of 1.0% to 2.0% and are generally made with maximum  loan-to-
value ratios of 80%.

         Construction  lending is generally considered to involve a higher level
of  risk  as  compared  to  single-  family  residential  lending,  due  to  the
concentration  of principal in a limited  number of loans and  borrowers and the
effects of general economic conditions on developers and builders.  Moreover,  a
construction  loan  can  involve   additional  risks  because  of  the  inherent
difficulty  in estimating  both a property's  value at completion of the project
and the estimated cost (including  interest) of the project. The nature of these
loans is such that they are generally more difficult to evaluate and monitor. In
addition,  speculative  construction  loans  to a  builder  are not  necessarily
pre-sold  and  thus  pose  a  greater  potential  risk  to the  Registrant  than
construction loans to individuals on their personal residences.

         Commercial Loans and Services. The Registrant's  commercial real estate
loans are permanent loans secured by improved property such as office buildings,
churches,  small business facilities and other non-residential  buildings in its
primary market area. Interest rates on commercial loans are slightly higher than
those offered on residential  loans.  Commercial real estate loans are generally
originated  in  amounts  of up to 70% of the  appraised  value of the  mortgaged
property.  The  commercial  real  estate  loans  in the  Registrant's  portfolio
generally  consist of balloon or ARM loans which were  originated  at prevailing
market rates.

         The  Registrant's  commercial  business  lending policy  emphasizes (1)
credit  file  documentation,  (2)  analysis  of the  borrower's  character,  (3)
analysis  of the  borrower's  capacity  to repay the loan  (including  review of
annual  financial  statements),  (4)  adequacy  of the  borrower's  capital  and
collateral,  and  (5)  evaluation  of  the  industry  conditions  affecting  the
borrower. Analysis of the borrower's past, present and future cash flows is also
an important aspect of the Registrant's credit analysis.

         Unlike  residential  mortgage  loans,  which  generally are made on the
basis of the borrower's ability to make repayment from his or her employment and
other income and which are secured by real  property  with a value that tends to
be more easily  ascertainable,  commercial  business loans typically are made on
the basis of the borrower's  ability to make repayment from the cash flow of the
borrower's business. As a result, the availability of funds for the repayment of
commercial  business loans may be substantially  dependent on the success of the
business  itself  (which is likely to be  dependent  upon the  general  economic
environment).  The Registrant's commercial business loans are sometimes, but not
always,  secured by business assets, such as accounts receivable,  equipment and
inventory,  as well as real estate.  However,  the collateral securing the loans
may  depreciate  over time,  may be difficult to appraise,  and may fluctuate in
value based on the success of the business.

                                       -5-
<PAGE>

         Consumer Loans. The Registrant  originates home equity loans secured by
single-family   residences.   These  loans  are  made  only  on  owner-occupied,
single-family  residences and generally are originated as fixed-rate  loans with
terms of one to fifteen  years or variable  rate lines of credit.  The loans are
generally  subject  to  an  80%  or  75%  combined   loan-to-value   limitation,
respectively,   including  any  other   outstanding   mortgages  or  liens.  The
Registrant's  remaining  consumer loans consist primarily of new and used mobile
home loans, new and used automobile loans,  account loans and unsecured personal
loans.

         The Registrant also offers high loan-to-value  fixed-rate and non-owner
occupied  fixed-rate  equity loans.  Such loans are generally subject to loan to
value limitations of 90% and 70%, respectively,  including any other outstanding
mortgages  or  liens.  These  loans  are for  terms of one to seven  years.  The
Registrant will generally not take a position lower than a second lien.

         Due to the type and  nature of the  collateral  and,  in some cases the
absence of  collateral,  consumer  lending  generally  involves more credit risk
compared  to  one-  to  four-family   residential   lending.   Consumer  lending
collections  are  typically  dependent on the  borrower's  continuing  financial
stability,  and thus,  are more  likely to be  adversely  affected  by job loss,
divorce,  illness and personal  bankruptcy.  Generally,  collateral for consumer
loans  depreciates  rapidly  and often does not  provide an  adequate  source of
repayment of the outstanding loan balance.  The Registrant attempts to limit its
exposure in consumer  lending by  emphasizing  home equity  loans with the Board
determining loan-to-value ratios.

         Loan  Originations  and  Approval  Authority.   Loan  originations  are
generally obtained from existing customers,  members of the local community, and
referrals from real estate brokers, lawyers,  accountants,  and current and past
customers within the Registrant's lending area.

         Upon receipt of any loan  application  from a prospective  borrower,  a
credit  report and  verifications  are ordered to confirm  specific  information
relating to the loan  applicant's  employment,  income and credit  standing.  An
appraisal or valuation determination, subject to regulatory requirements, of the
real estate  intended to secure the proposed loan is  undertaken.  The President
has lending authority to make mortgage loans,  secured  commercial and unsecured
loans of up to  $200,000,  $100,000 and $5,000,  respectively,  while the Bank's
Chief  Operating  Officer,  Commercial Loan Officer and Loan Officer have lesser
lending  authorities  to  make  secured  and  unsecured  loans.  A Loan  Officer
Committee of management  has the authority to make secured loans up to $300,000.
All other loans must be approved by the Board of Directors. All loans originated
or  purchased  are  underwritten  by a  lending  officer,  subject  to the  loan
underwriting  policies as approved by the Board of Directors.  All purchased and
originated loans are approved or ratified by the Board of Directors.

         Loan   applicants  are  promptly   notified  of  the  decision  of  the
Registrant, setting forth the terms and conditions of the decision. If approved,
these terms and conditions include the amount of the loan,  interest rate basis,
amortization term, a brief description of the real estate to be mortgaged or the
collateral to be pledged and the notice  requirement of insurance coverage to be
maintained to protect the Registrant's  interest.  The Registrant requires title
insurance  or a title  opinion  on first  mortgage  loans and fire and  casualty
insurance on all properties  securing loans,  which insurance must be maintained
during  the  entire  term  of the  loan.  The  Registrant  also  requires  flood
insurance, if appropriate,  in order to protect the Registrant's interest in the
security property.  Mortgage loans originated and purchased by the Registrant in
its portfolio  generally include due-on-sale clauses that provide the Registrant
with the contractual  right to deem the loan  immediately due and payable in the
event  that  the  borrower  transfers  ownership  of the  property  without  the
Registrant's consent.

                                       -6-
<PAGE>

         Loan  Servicing  and  Sales.  The  Registrant  services  the  loans  it
originates  for its loan  portfolio.  Loan  servicing  includes  collecting  and
remitting  loan  payments,   accounting  for  principal  and  interest,   making
inspections as required of mortgaged premises, contacting delinquent mortgagors,
supervising  foreclosures  and property  dispositions in the event of unremedied
defaults,  and generally  administering the loans. Funds that have been escrowed
by  borrowers  for the payment of  mortgage-related  expenses,  such as property
taxes and hazard and  mortgage  insurance  premiums,  are  maintained  in escrow
accounts at the Bank.

         The Registrant  generally  underwrites  fixed-rate  one- to four-family
mortgage  loans  pursuant to Fannie Mae  guidelines  to  facilitate  sale in the
secondary market. Fixed-rate mortgage loans may be sold with servicing retained.
Non-conforming,  fixed-rate  loans are generally sold in the secondary market to
private  entities,  and the servicing of such loans is not retained.  During the
year ended  September 30, 2001, the Registrant sold $142,000 of fixed-rate 1 - 4
family mortgage loans. The Registrant  recognized loan servicing fees of $37,000
for the year ended September 30, 2001. As of September 30, 2001,  loans serviced
for others totaled $13.4 million.

         Loan  Commitments.   The  Registrant  issues  written   commitments  to
prospective  borrowers on all approved  mortgage  loans which  generally  expire
within 30 days of the date of issuance. The Registrant charges one point to lock
in mortgage  rates. In some instances,  after a review of the rate,  terms,  and
circumstances,  commitments  may  be  renewed  or  extended  up to 60  days.  At
September 30, 2001, the  Registrant had $1.9 million of outstanding  commitments
to fund  loans,  $5.1  million  of  unused  lines of  credit,  and  $110,000  in
outstanding letters of credit.

Non-Performing and Problem Assets

         Loan Delinquencies. The Registrant's collection procedures provide that
when a loan is 15 days past due, a delinquent notice is sent to the borrower and
a late  charge is imposed in  accordance  with the  mortgage.  If the payment is
still delinquent after approximately 60 days, the borrower will receive a notice
of default  establishing  a date by which the  borrower  must bring the  account
current or  foreclosure  proceedings  will be  instituted.  Written  notices are
supplemented with telephone calls to the borrower. Late charges are also imposed
in accordance  with the mortgage.  If the loan continues in a delinquent  status
for 90 days and no repayment plan is in effect, the account is turned over to an
attorney  for  collection  or  foreclosure  and the  borrower is  notified  when
foreclosure has been commenced.

         Loans are  reviewed  on a monthly  basis and are placed on  non-accrual
status when considered  doubtful of collection by management.  Generally,  loans
with  interest past due more than 90 days which,  in the opinion of  management,
are not adequately  secured to insure the  collection of the entire  outstanding
balance of the loan including accrued interest are placed on non-accrual status.
Interest accrued and unpaid over 90 days delinquent at the time a loan is placed
on non-accrual status is charged against interest income.

                                       -7-
<PAGE>

         Non-Performing  Assets.  The  following  table sets  forth  information
regarding  non-accrual  loans and real estate owned, as of the dates  indicated.
The Registrant has no loans categorized as troubled debt  restructurings  within
the meaning of the Statement of Financial  Accounting  Standards ("SFAS") 15 and
no impaired loans within the meaning of SFAS 114, as amended by SFAS 118.

<TABLE>
<CAPTION>
                                                                At September 30,
                                                                ----------------
                                                                 2001      2000
                                                                 ----      ----
                                                             (Dollars in thousands)
<S>                                                           <C>       <C>
Loans accounted for on a non-accrual basis:
Mortgage loans:
  1-4 family residential real estate .......................     $  -      $155
  Construction and commercial real estate ..................        -         -
Non-mortgage loans:
  Home equity ..............................................        -         -
  Other consumer ...........................................        -         -
                                                                 ----      ----
Total non-accrual loans ....................................     $  -      $155
                                                                 ====      ====
Accruing loans which are contractually past due
90 days or more:
Mortgage loans:
  1-4 family residential real estate .......................     $152      $ 74
  Construction and commercial real estate ..................        -         -
Non-mortgage loans:
  Home equity ..............................................        -         -
  Other consumer ...........................................        -         -
                                                                 ----      ----
Total accruing loans which are contractually past due
  90 days or more ..........................................     $152      $ 74
                                                                 ====      ====
Total non-accrual and accruing past due loans ..............     $152      $229
                                                                 ====      ====
Real estate owned ..........................................     $ 26      $ 44
                                                                 ====      ====
Total non-performing assets ................................     $178      $273
                                                                 ====      ====
Total non-accrual loans to net loans .......................        -%     0.38%
                                                                 ====      ====
Total non-accrual and accrual loans to total assets ........     0.21%     0.38%
                                                                 ====      ====
Total non-performing assets to total assets ................     0.24%     0.45%
                                                                 ====      ====
</TABLE>

         Classified  Assets.  Office of Thrift Supervision  ("OTS")  regulations
provide for a classification  system for problem assets of insured institutions.
Under this  classification  system,  problem assets of insured  institutions are
classified  as  "substandard,"  "doubtful,"  or "loss."  An asset is  considered
substandard  if it is  inadequately  protected by the current  equity and paying
capacity of the obligor or of the collateral pledged, if any. Substandard assets
include  those  characterized  by the  "distinct  possibility"  that the insured
institution  will sustain  "some loss" if the  deficiencies  are not  corrected.
Assets  classified  as  doubtful  have all of the  weaknesses  inherent in those
classified as  substandard,  with the added  characteristic  that the weaknesses
present  make  "collection  or  liquidation  in full," on the basis of currently
existing facts,  conditions,  and values,  "highly questionable and improbable."
Assets  classified  as loss are  those  considered  "uncollectible"  and of such
little value that their  continuance  as assets without the  establishment  of a
specific  loss  reserve  is not  warranted.  Assets may be  designated  "special
mention"  because  of a  potential  weakness  that  does not  currently  warrant
classification.

                                       -8-
<PAGE>

         When  an  insured  institution  classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
equal to 100% of that portion of the asset so  classified  or to charge off such
amount.  An institution's  determination as to the  classification of its assets
and the  amount of its  valuation  allowances  is  subject to review by the OTS,
which may  order the  establishment  of  additional  general  or  specific  loss
allowances.  A portion of general loss allowances  established to cover possible
losses related to assets classified as substandard or doubtful or to cover risks
of lending in general  may be included  as part of an  institution's  regulatory
capital,  while  specific  allowances  generally  do not  qualify as  regulatory
capital.

         The following table sets forth the  Registrant's  classified  assets in
accordance with its classification system:

                                        At September 30, 2001
                                        ---------------------
                                           (In Thousands)

Special Mention..................                $530
Substandard......................                 158
Doubtful.........................                   -
Loss.............................                   -
                                                 ----
Total............................                $688
                                                 ====

         Allowances  for Loan Losses.  A provision for loan losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in the Registrant's loan portfolio. Such evaluation,  which includes a review of
all loans of which full  collectibility  of interest  and  principal  may not be
reasonably assured, considers the Registrant'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,  any
existing guarantees,  past performance of the loan, available  documentation for
the loan, legal impediments to collection,  financial condition of the borrower,
and current economic conditions.

         Management  will  continue  to review  the  entire  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.

                                       -9-
<PAGE>

         The  following  table  sets  forth  information  with  respect  to  the
Registrant's allowance for loan losses at the dates indicated:

<TABLE>
<CAPTION>
                                                                             Year Ended
                                                                            September 30,
                                                                        --------    --------
                                                                           2001        2000
                                                                        --------    --------
                                                                       (Dollars in thousands)
<S>                                                                   <C>         <C>
Total loans outstanding(1) ..........................................   $ 43,411    $ 40,775
                                                                        ========    ========
Average loans outstanding ...........................................   $ 41,706    $ 39,526
                                                                        ========    ========
Allowance balances (at beginning of period) .........................        229         175
Provisions ..........................................................         91          47
Charge offs:
  1-4 family ........................................................          -           1
  Consumer ..........................................................          5           -
Recoveries:
  1-4 family ........................................................          -           8
                                                                        --------    --------
Allowance balance (at end of period) ................................   $    315    $    229
                                                                        ========    ========
Allowance for loan losses as a percent of total loans outstanding....       0.73%       0.56%
                                                                        ========    ========
Net loans charged off as a percentage of average loans outstanding...       0.01%      (0.02)%
                                                                        ========    ========
</TABLE>
----------
(1)      Excludes allowance for loan losses.

Analysis of the Allowance for Loan Losses

         The  following  table sets forth the  allocation  of the  allowance  by
category,  which  management  believes can be allocated  only on an  approximate
basis.  The  allocation  of the  allowance to each  category is not  necessarily
indicative  of future loss and does not  restrict  the use of the  allowance  to
absorb losses in any category.

<TABLE>
<CAPTION>
                                                          At September 30,
                                       ----------------------------------------------------------
                                                    2001                              2000
                                       --------------------------    ----------------------------
                                                 Percent of Loans                Percent of Loans
                                                 in Each Category                in Each Category
                                       Amount     to Total Loans     Amount      to Total Loans
                                       ------    ----------------    ------      ----------------
                                                       (Dollars in thousands)
<S>                                    <C>           <C>            <C>              <C>
1-4 family real estate (1).....          $156           81.46%         $157             85.98%
Construction and land..........            19            4.47            12              5.24
Commercial real estate.........            34            7.97            26              6.32
Commercial.....................            19            4.32             2               .58
Consumer.......................             9            1.78            11              1.88
Unallocated....................            78               -            21                 -
                                         ----          ------         -----            ------
  Total........................          $315          100.00%        $ 229            100.00%
                                         ====          ======         =====            ======
</TABLE>

---------------
(1)      Includes home equity loans.

                                      -10-
<PAGE>

Investment Activities

         The  Registrant  is required  under  federal  regulation  to maintain a
sufficient level of liquid assets (including specified short-term securities and
certain other investments), as determined by management and defined and reviewed
for adequacy by the OTS during its regular examinations.  The OTS, however, does
not prescribe by regulation to a minimum  amount or percentage of liquid assets.
The level of liquid assets varies depending upon several factors, including: (i)
the yields on  investment  alternatives,  (ii)  management's  judgment as to the
attractiveness of the yields then available in relation to other  opportunities,
(iii) expectation of future yield levels,  and (iv) management's  projections as
to the  short-term  demand  for funds to be used in loan  origination  and other
activities.  Investment securities,  including mortgage-backed  securities,  are
classified  at the time of  purchase,  based upon  management's  intentions  and
abilities, as securities held to maturity or securities available for sale. Debt
securities  acquired  with  the  intent  and  ability  to hold to  maturity  are
classified  as held to  maturity  and  are  stated  at  cost  and  adjusted  for
amortization  of premiums and accretion of discounts,  which are computed  using
the level yield method and  recognized as adjustments  of interest  income.  All
other debt securities are classified as available for sale to serve  principally
as a  source  of  liquidity.  At  September  30,  2001,  the  Registrant  had no
securities of a single issuer,  excluding U.S. government and agency securities,
that exceeded 10% of stockholder's equity.

         Current  regulatory  and  accounting  guidelines  regarding  investment
securities  (including  mortgage-  backed  securities)  require us to categorize
securities  as "held to  maturity,"  "available  for sale" or  "trading."  As of
September  30, 2001,  we had  securities  classified  as "held to maturity"  and
"available  for  sale"  in  the  amount  of  $6.3  million  and  $12.2  million,
respectively  and  had  no  securities   classified  as  "trading."   Securities
classified as "available for sale" are reported for financial reporting purposes
at the fair  market  value with net  changes in the market  value from period to
period included as a separate  component of stockholders'  equity, net of income
taxes. At September 30, 2001, our securities available for sale had an amortized
cost of $12.1 million and market value of $12.2  million.  The changes in market
value in our available for sale portfolio  reflect normal market  conditions and
vary,  either  positively or negatively,  based  primarily on changes in general
levels  of market  interest  rates  relative  to the  yields  of the  portfolio.
Additionally,  changes in the market value of  securities  available for sale do
not affect our income  nor does it affect the  Registrant's  regulatory  capital
requirements or its loan-to-one borrower limit.

         At September 30, 2001, the  Registrant's  investment  portfolio  policy
allowed investments in instruments such as: (i) U.S. Treasury obligations,  (ii)
U.S.  federal  agency or federally  sponsored  agency  obligations,  (iii) local
municipal   obligations,   (iv)   mortgage-backed   securities,   (v)   banker's
acceptances,  (vi) certificates of deposit, and (vii) investment grade corporate
bonds,  and commercial  paper.  The Board of Directors may authorize  additional
investments.

         As a source of liquidity and to  supplement  the  Registrant's  lending
activities,  we  have  invested  in  residential   mortgage-backed   securities.
Mortgage-backed  securities can serve as collateral for borrowings and,  through
repayments,  as a source of liquidity.  Mortgage-backed  securities  represent a
participation  interest in a pool of  single-family  or other type of mortgages.
Principal  and  interest  payments  are passed  from the  mortgage  originators,
through  intermediaries  (generally  quasi-governmental  agencies) that pool and
repackage the participation  interests in the form of securities,  to investors,
like us. The quasi-  governmental  agencies,  which include Ginnie Mae,  Freddie
Mac,  and Fannie  Mae,  guarantee  the  payment of  principal  and  interest  to
investors.

         Mortgage-backed  securities  typically are issued with stated principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest rates that are within a set range and have

                                      -11-
<PAGE>

varying  maturities.  The underlying pool of mortgages can be composed of either
fixed rate or adjustable  rate mortgage  loans.  Mortgage-backed  securities are
generally  referred to as mortgage  participation  certificates  or pass-through
certificates.  The interest rate risk  characteristics of the underlying pool of
mortgages  (i.e.,  fixed rate or adjustable  rate) and the prepayment  risk, are
passed on to the certificate holder. The life of a mortgage-backed  pass-through
security is equal to the life of the underlying  mortgages.  Expected maturities
will differ from contractual  maturities due to repayments and because borrowers
may have the  right to call or prepay  obligations  with or  without  prepayment
penalties.  Mortgage-backed  securities  issued by Ginnie Mae,  Freddie Mac, and
Fannie Mae make up a majority of the pass-through certificates market.

         The Registrant also invests in mortgage-related  securities,  primarily
collateralized mortgage obligations,  issued or sponsored by Ginnie Mae, Freddie
Mac,  and  Fannie  Mae,  as well as  private  issuers.  Collateralized  mortgage
obligations are a type of debt security that  aggregates  pools of mortgages and
mortgage-backed  securities  and  creates  different  classes of  collateralized
mortgage  obligations   securities  with  varying  maturities  and  amortization
schedules as well as a residual  interest with each class having  different risk
characteristics.  The cash  flows from the  underlying  collateral  are  usually
divided into "tranches" or classes whereby  tranches have descending  priorities
with  respect to the  distribution  of principal  and interest  repayment of the
underlying  mortgages and mortgage-backed  securities as opposed to pass through
mortgage-backed  securities  where  cash flows are  distributed  pro rata to all
security  holders.  Unlike  mortgage-backed  securities  from which cash flow is
received and prepayment risk is shared pro rata by all securities holders,  cash
flows   from   the   mortgages   and   mortgage-backed   securities   underlying
collateralized  mortgage obligations are paid in accordance with a predetermined
priority  to  investors   holding   various   tranches  of  such  securities  or
obligations.  A particular  tranche or class may carry prepayment risk which may
be  different  from  that  of the  underlying  collateral  and  other  tranches.
Collateralized  mortgage  obligations  attempt  to  moderate  reinvestment  risk
associated  with   conventional   mortgage-backed   securities   resulting  from
unexpected prepayment activity.

         Investment Portfolio. The following table sets forth the carrying value
of the Registrant's investment securities portfolio at the dates indicated.


                                                         At September 30,
                                                         ----------------
                                                          2001      2000
                                                        -------   -------
                                                          (In thousands)
Investment securities held to maturity:
  U.S. government and agency securities .............   $ 1,142   $ 6,538
  Corporate debt instruments (1) ....................     1,312     1,872
  Mortgage-backed securities (2) ....................     3,819     5,183
                                                        -------   -------
       Total investment securities held to maturity .     6,273    13,593
                                                        -------   -------
Investment securities available for sale:
  U.S. government and agency securities .............     6,555         -
  Fannie Mae stock ..................................        32        29
  Mortgage-backed securities ........................     5,629         -
                                                        -------   -------
       Total investment securities available for sale    12,216        29
                                                        -------   -------
Total investment securities .........................   $18,489   $13,622
                                                        =======   =======

-------------------
(1)  Consists of various  corporate debt securities with "A" or above investment
     grades.
(2)  Includes CMO balances of $1,720 and $2,090 at September  30, 2001 and 2000,
     respectively.

                                      -12-
<PAGE>

         The  following  table  sets forth  certain  information  regarding  the
carrying  values,  weighted  average  yields and  contractual  maturities of the
Bank's  investment  and  mortgage-backed  securities  portfolio at September 30,
2001.

<TABLE>
<CAPTION>
                                                                 As of September 30, 2001 (1)
                               -----------------------------------------------------------------------------------------------------
                                                                                                                     Total
                               One Year or Less  One to Five Years  Five to Ten Years  More Than Ten Years   Investment Securities
                               ----------------  -----------------  -----------------  -------------------  ------------------------
                              Carrying  Average  Carrying  Average  Carrying  Average  Carrying  Average  Carrying  Average   Market
                               Value     Yield    Value     Yield    Value     Yield    Value     Yield    Value     Yield     Value
                               -----     -----    -----     -----    -----     -----    -----     -----    -----     -----     -----
                                                                   (Dollars in thousands)
<S>                          <C>        <C>     <C>       <C>      <C>      <C>      <C>        <C>     <C>         <C>    <C>
Investment securities
held to maturity:
  U.S. government
    and agency securities...... $  300     6.52%   $  250    6.42%    $  299   6.05%    $  293     4.61%   $ 1,142   5.89%  $ 1,173
  Corporate debt instruments...    758     5.52       554    5.84          -      -          -        -      1,312   5.65     1,334
  Mortgage-backed securities...     26     7.00       281    6.88      1,056   6.22      2,456     6.32      3,819   6.34     3,883
                                ------     ----    ------    ----     ------   ----     ------     ----    -------   ----   -------
       Total investment
           securities held
           to maturity ........  1,084     5.83     1,085    6.25      1,355   6.18      2,749     6.14      6,273   6.11     6,390

Investment securities
available for sale:
  U.S. government
    and agency securities......      -        -     6,043    5.16        512   5.84          -        -      6,555   5.22     6,555
  Mortgage-backed securities...      -        -       766    4.17      2,884   4.53      1,979     6.18      5,629   5.06     5,629
                                ------     ----    ------    ----     ------   ----     ------     ----    -------   ----   -------
       Total investment
           securities
           available
           for sale............      -        -     6,809    5.05      3,396   4.73      1,979     6.18     12,184   5.15    12,184

  Total investment
    securities................. $1,084     5.83%   $7,894    5.21%    $4,751   5.14%    $4,728     6.16%   $18,457   5.47%  $18,574
                                ======     ====    ======    ====     ======   ====     ======     ====    =======   ====   =======
</TABLE>

-------------
(1)  The table  does not  include  Fannie  Mae  stock,  which is  classified  as
     available for sale. See "-- Investment Portfolio."

                                      -13-
<PAGE>

Sources of Funds

         General.  Deposits are the major  external  source of the  Registrant's
funds for lending and other  investment  purposes.  The Registrant  also derives
funds  from  the  amortization  and  prepayment  of  loans  and  mortgage-backed
securities,  maturities of investment  securities,  borrowings,  and operations.
Scheduled  loan principal  repayments  are a relatively  stable source of funds,
while  deposit  inflows and  outflows  and loan  prepayments  are  significantly
influenced by general interest rates and market conditions.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from  within the  Registrant's  primary  market area  through the  offering of a
selection of deposit  instruments  including  regular  savings  accounts,  money
market  accounts,  and term  certificate  accounts.  Deposit  account terms vary
according to the minimum balance required, the time period the funds must remain
on deposit,  and the interest rate, among other factors.  At September 30, 2001,
the Registrant had no brokered accounts.

         Certificates  of Deposit.  The following  table indicates the amount of
the  Registrant's  certificates of deposit of $100,000 or more by time remaining
until maturity as of September 30, 2001.


                                                        Certificates
                                                         of Deposit
                                                         ----------
                                                       (In thousands)
         Maturity Period
         ---------------
         Within three months.........................       $2,862
         Over three months through six months........          110
         Over six months through twelve months.......        1,129
         Over twelve months..........................          223
                                                            ------
                                                            $4,324
                                                            ======

Borrowings

         The Registrant  may obtain  advances from the Federal Home Loan Bank of
New York ("FHLB") to supplement its supply of lendable funds.  Advances from the
FHLB are typically secured by a pledge of the Registrant's stock in the FHLB and
a portion of the Registrant's  mortgage loan portfolio.  Each FHLB borrowing has
its own interest rate, which may be fixed or variable,  and range of maturities.
The  Registrant,  if the need arises,  may also access the Federal  Reserve Bank
discount  window to supplement  its supply of lendable funds and to meet deposit
withdrawal  requirements.  At  September  30,  2001,  there were no  outstanding
borrowings with the FHLB.

                                      -14-
<PAGE>

         The following  table sets forth the maximum  month-end  balance and the
average balance of short- term FHLB advances for the periods indicated.


                                                            During the
                                                      Year Ended September 30,
                                                      ------------------------
                                                         2001           2000
                                                         ----           ----
                                                       (Dollars in thousands)
  Average balance outstanding.................         $  132          $  834
  Maximum balance at end of any month.........          1,600           2,500
  Balance outstanding end of period...........              -               -
  Weighted average rate during period.........           6.11%           6.18%
  Weighted average rate at end of period .....              -%              -%

Personnel

         As of  September  30, 2001,  the  Registrant  had 23  full-time  and 12
part-time  employees.  None of the  Registrant's  employees are represented by a
collective  bargaining group. The Registrant believes that its relationship with
its employees is good.

Regulation and Supervision

         Set forth below is a brief  description of certain laws which relate to
the  regulation of the Bank,  the Company and the Mutual  Holding  Company.  The
description  does not purport to be complete and is qualified in its entirety by
reference to applicable laws and regulations.

Regulation of the Bank

         General. As a federally chartered,  Savings Association  Insurance Fund
("SAIF")  insured  savings  association,   the  Bank  is  subject  to  extensive
regulation by the OTS and the Federal Deposit  Insurance  Corporation  ("FDIC").
Lending  activities  and other  investments  must comply with  federal and state
statutory  and  regulatory  requirements.  The Bank is also  subject  to reserve
requirements of the Federal Reserve System.  Federal  regulation and supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.

         The  OTS  regularly   examines  the  Bank  and  prepares   reports  for
consideration by the Bank's Board of Directors on deficiencies, if any, found in
the Bank's operations. The Bank's relationship with its depositors and borrowers
is also  regulated by federal and state law,  especially  in such matters as the
ownership of savings  accounts  and the form and content of the Bank's  mortgage
documents.

         The Bank must file reports with the OTS  concerning  its activities and
financial condition, and must obtain regulatory approvals prior to entering into
certain  transactions  such as mergers with or  acquisitions  of other financial
institutions.  Any change in such  regulations,  whether by the OTS, the FDIC or
the United States  Congress,  could have a material  adverse impact on the Bank,
the Company, the Mutual Holding Company, and their operations.

                                      -15-
<PAGE>

         Federal Deposit  Insurance.  The FDIC is an independent  federal agency
that insures the  deposits,  up to  prescribed  statutory  limits,  of federally
insured banks and savings  institutions  and safeguards the safety and soundness
of the banking and savings  industries.  Two separate  insurance funds, the Bank
Insurance  Fund  ("BIF") for  commercial  banks,  state  savings  banks and some
federal savings banks, and the SAIF for savings associations, are maintained and
administered  by the  FDIC.  The  Bank is a member  of the SAIF and its  deposit
accounts  are insured by the FDIC,  up to the  prescribed  limits.  The FDIC has
examination  authority over all insured depository  institutions,  including the
Bank, and has, under certain  circumstances,  authority to initiate  enforcement
actions against federally  insured savings  institutions to safeguard safety and
soundness and the deposit insurance fund.

         Assessments.  For the deposit insurance  coverage provided by the FDIC,
the Bank pays assessments to the FDIC under a risk-based  assessment system that
takes into  account its capital and  supervisory  considerations.  The FDIC sets
assessments for deposits insured by the SAIF or the BIF to maintain the targeted
designated  reserve ratio in that fund.  In addition,  the FDIC is authorized to
levy emergency  special  assessments  on BIF and SAIF members.  The FDIC set the
annual deposit insurance assessment rates for SAIF-member  institutions for 2001
at 0% of insured  deposits for  well-capitalized  institutions  with the highest
supervisory  ratings to .27% of insured  deposits for  institutions in the worst
risk  assessment   classification.   The  insurance  assessment  rate  for  most
SAIF-member institutions is currently 0%.

         In  addition,  all  FDIC-insured   institutions  are  required  to  pay
assessments  to the  FDIC to fund  interest  payments  on  bonds  issued  by the
Financing Corporation ("FICO"), an agency of the Federal government  established
to recapitalize  the predecessor to the SAIF. The FICO assessment  rates,  which
are  determined  quarterly,  averaged .019% of insured  deposits in 2001.  These
assessments will continue until the FICO bonds mature in 2017.

         Loans to One  Borrower.  A savings  association  may not make a loan or
extend  credit to a single or related group of borrowers in excess of 15% of the
associations's unimpaired capital and surplus. An additional amount may be lent,
equal to 10% of the unimpaired capital and surplus, under certain circumstances.
At September 30, 2001, the Registrant's  lending limit for loans to one borrower
was approximately $900,000 and had no outstanding  commitments that exceeded the
loans to one borrower limit at the time originated or committed.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of adjusted  total  assets,  (2) Tier 1, or "core,"  capital equal to at
least 4% (3% if the institution  has received the highest  rating,  "composite 1
CAMELS,"  on its most recent  examination)  of adjusted  total  assets,  and (3)
risk-based capital equal to 8% of total risk- weighted assets.

         Tangible capital is defined as core capital less all intangible  assets
(including  supervisory  goodwill),  less certain mortgage  servicing rights and
less certain investments. Core capital is defined as common stockholders' equity
(including  retained  earnings),  noncumulative  perpetual  preferred  stock and
minority interests in the equity accounts of consolidated subsidiaries,  certain
nonwithdrawable accounts and pledged deposits of mutual savings associations and
qualifying supervisory goodwill,  less nonqualifying  intangible assets, certain
mortgage servicing rights and certain investments.

                                      -16-
<PAGE>

         The risk-based capital standard for savings  institutions  requires the
maintenance of total  risk-based  capital (which is defined as core capital plus
supplementary  capital)  of  8%  of  risk-weighted  assets.  The  components  of
supplementary capital include, among other items, cumulative perpetual preferred
stock,  perpetual  subordinated debt, mandatory  convertible  subordinated debt,
intermediate-term  preferred  stock,  and the portion of the  allowance for loan
losses not  designated  for  specific  loan  losses (up to a maximum of 1.25% of
risk-weighted  assets) and up to 45% of unrealized  gains on equity  securities.
Overall,  supplementary  capital is limited to 100% of core  capital.  A savings
association  must calculate its  risk-weighted  assets by multiplying each asset
and  off-balance  sheet item by various risk factors as  determined  by the OTS,
which range from 0% for cash to 100% for  delinquent  loans,  property  acquired
through foreclosure, commercial loans, and other assets.

         Dividend and Other Capital  Distribution  Limitations.  The OTS imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions including cash dividends.

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company, such as the Bank, must file an application or a notice with the
OTS  at  least  30  days  before  making  a  capital  distribution.   A  savings
associations  is not required to file an  application  for  permission to make a
capital distribution and need only file a notice if the following conditions are
met: (1) it is eligible for expedited  treatment under OTS  regulations,  (2) it
would  remain  adequately  capitalized  after the  distribution,  (3) the annual
amount of its capital  distributions does not exceed net income for that year to
date  added to  retained  net income for the two  preceding  years,  and (4) the
capital  distribution  would not violate any agreements  between the OTS and the
savings association or any OTS regulations. Any other situation would require an
application to the OTS.

         In addition, the OTS could prohibit a proposed capital distribution if,
after  making the  distribution,  which  would  otherwise  be  permitted  by the
regulation,  the OTS determines that the distribution would constitute an unsafe
or unsound practice.

         A federal  savings  institution  is  prohibited  from  making a capital
distribution if, after making the distribution, the savings institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

         Qualified  Thrift  Lender  Test.  Savings   institutions  must  meet  a
qualified  thrift  lender  ("QTL")  test or they become  subject to the business
activity  restrictions  and branching  rules  applicable to national  banks.  To
qualify as a QTL, a savings  institution  must  either (i) be deemed a "domestic
building and loan association" under the Internal Revenue Code by maintaining at
least 60% of its total  assets in  specified  types of assets,  including  cash,
certain  government  securities,  loans  secured by and other assets  related to
residential real property,  educational loans and investments in premises of the
institution or (ii) satisfy the statutory QTL test set forth in the Home Owners'
Loan Act by  maintaining  at least  65% of its  "portfolio  assets"  in  certain
"Qualified Thrift  Investments"  (defined to include  residential  mortgages and
related equity investments,  certain mortgage-related securities, small business
loans,  student  loans and  credit  card  loans,  and 50% of  certain  community
development loans). For purposes of the statutory QTL test, portfolio assets are
defined  as  total  assets  minus  intangible  assets,   property  used  by  the
institution in conducting its business,  and liquid assets equal to 10% of total
assets.  A savings  institution  must  maintain its status as a QTL on a monthly
basis in at least nine out of every 12 months.  As of September  30,  2001,  the
Bank was in compliance with its QTL requirement.

                                      -17-
<PAGE>

         Federal Home Loan Bank System.  The Bank is a member of the FHLB of New
York,  which is one of 12  regional  FHLBs that  administer  the home  financing
credit  function  of  savings  associations.  Each FHLB  serves as a reserve  or
central bank for its members within its assigned region.  It is funded primarily
from  proceeds  derived from the sale of  consolidated  obligations  of the FHLB
System.  It makes loans to members (i.e.,  advances) in accordance with policies
and procedures established by the Board of Directors of the FHLB.

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of New York in an amount equal to the greater of 1% of its aggregate unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the beginning of each year, or 5% of its outstanding advances.

         Federal  Reserve  System.  The  Federal  Reserve  System  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements imposed by the Federal Reserve System may be used
to satisfy the liquidity  requirements that are imposed by the OTS. At September
30, 2001, the Bank was in compliance with these requirements.

Regulation of the Company and the Mutual Holding Company

         The Company and the Mutual Holding Company are savings and loan holding
companies subject to regulation and supervision by the OTS. As such, the Company
and the Mutual Holding Company are required to file annual and quarterly reports
with the OTS and are subject to periodic  examination  by the OTS. In  addition,
the OTS has enforcement  authority over the Company, the Mutual Holding Company,
and any non-savings institution  subsidiaries.  This regulation and oversight is
intended  primarily for the protection of the depositors of the Bank and not for
the benefit of stockholders of the Company.

         Under the Home Owner's Loan Act (the "HOLA") and OTS  regulations,  the
Company and the Mutual Holding company must obtain the prior approval of the OTS
before they may acquire  control of another  savings  association or savings and
loan holding  company or before  acquiring  another such  association or holding
company through merger. In addition,  the Company and the Mutual Holding Company
must file a notice,  or in  certain  cases an  application,  with the OTS before
engaging  in  nonbanking  activities  or  acquiring  nonbanking  companies.  The
business  activities  of the  Company,  the  Mutual  Holding  Company  and their
nonbanking  subsidiaries are restricted to certain  activities  specified by OTS
regulation,  which include performing  services and holding properties used by a
savings institution  subsidiary,  certain activities  authorized for savings and
loan  holding  companies  as  of  March  5,  1987,  and  nonbanking   activities
permissible for bank holding companies  pursuant to the Bank Holding Company Act
or authorized for financial holding companies pursuant to the Gramm-Leach-Bliley
Act.

Item 2.  Description of Property
--------------------------------

         (a)  Properties

         Currently,  the Registrant operates from its main office and two branch
offices in  Roebling  and New  Egypt,  New  Jersey.  The  Registrant  owns these
facilities.  In addition,  a loan center  office which is leased,  was opened in
Roebling  during  the  2000  fiscal  year.  The  total  net  book  value  of the
Registrant's  investment  in premises and  equipment  at September  30, 2001 was
$1,031,000, net of depreciation of $540,000.

                                      -18-
<PAGE>

         (b) Investment  Policies.  See "Item 1.  Description of Business" above
for a  general  description  of the  Registrant's  investment  policies  and any
regulatory or Board of Directors'  percentage  of assets  limitations  regarding
certain  investments.  The  Registrant's  investments are primarily  acquired to
produce income, and to a lesser extent, possible capital gain.

                  (1)    Investments in Real Estate or Interests in Real Estate.
See "Item 1.  Description  of Business - Lending  Activities and - Regulation of
the Bank," and "Item 2. Description of Property."

                  (2)    Investments  in  Real  Estate  Mortgages.  See "Item 1.
Description of Business - Lending Activities and - Regulation of the Bank."

                  (3)    Investments  in  Securities  of or Interests in Persons
Primarily  Engaged  in Real  Estate  Activities.  See  "Item 1.  Description  of
Business - Lending Activities and - Regulation of the Bank."

         (c) Description of Real Estate and Operating Data. Not Applicable.

Item 3.  Legal Proceedings
--------------------------

         There are various  claims and lawsuits in which the Company or the Bank
are  periodically  involved,  such as  claims  to  enforce  liens,  condemnation
proceedings  on properties in which the Bank holds  security  interests,  claims
involving  the making and  servicing of real  property  loans,  and other issues
incident to the Bank's business. In the opinion of management,  no material loss
is expected from any of such pending claims or lawsuits.

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

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------

         The  information  contained under the section  captioned  "Stock Market
Information" of the Company's  Annual Report to stockholders for the fiscal year
ended  September  30,  2001 (the  "Annual  Report")  is  incorporated  herein by
reference.

Item 6.  Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------

         The  information  contained  in  the  section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.

Item 7.  Financial Statements
-----------------------------

         The  Registrant's   financial  statements  listed  under  Item  13  are
incorporated herein by reference.

                                      -19-
<PAGE>

Item 8.  Changes  in  and  Disagreements  with  Accountants  On  Accounting  and
--------------------------------------------------------------------------------
         Financial Disclosure.
         ---------------------

         Not applicable.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
--------------------------------------------------------------------------------
        with Section 16(a) of the Exchange Act.
        ---------------------------------------

         The  information  required  under this item is  incorporated  herein by
reference  to the  Proxy  Statement  for the 2001  Annual  Meeting  (the  "Proxy
Statement")  contained under the sections  captioned  "Section 16(a)  Beneficial
Ownership  Reporting  Compliance,"  "Proposal I - Election of Directors," and "-
Biographical Information."

Item 10.  Executive Compensation
--------------------------------

         The  information  required by this item is incorporated by reference to
the  Proxy  Statement  contained  under  the  section  captioned  "Director  and
Executive Officer Compensation."

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners

         (b)      Security Ownership of Management
                  The information  required by items (a) and (b) is incorporated
                  herein by reference to the Proxy Statement contained under the
                  sections  captioned  "Principal  Holders"  and  "Proposal  I -
                  Election of Directors."

         (c)      Management of the Company knows of no arrangements,  including
                  any pledge by any person of  securities  of the  Company,  the
                  operation of which may at a subsequent date result in a change
                  in control of the Company.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

         The  information  required  by this  item  is  incorporated  herein  by
reference to the Proxy Statement  contained under the section captioned "Certain
Relationships and Related Transactions."

Item 13.  Exhibits, List, and Reports on Form 8-K
-------------------------------------------------

         (a) Listed below are all  financial  statements  and exhibits  filed as
part of this report.

               1.   The  consolidated   statements  of  financial  condition  of
                    Roebling Financial Corp, Inc. and Subsidiary as of September
                    30, 2001 and 2000 and the related consolidated statements of
                    income and comprehensive  income,  stockholders'  equity and
                    cash  flows for each of the two years  ended  September  30,
                    2001 and  2000,  together  with the  related  notes  and the
                    independent  auditor's  report of  Fontanella  and  Babitts,
                    independent Certified Public Accountants.

               2.   Schedules omitted as they are not applicable.

                                      -20-
<PAGE>

               3.   The  following  exhibits  are  included  in this  Report  or
                    incorporated herein by reference:

                    (a)      List of Exhibits:

                             3.1    Federal Stock Charter*
                             3.2    Bylaws*
                             4.0    Form of Stock Certificate*
                            10.2    Directors' Retirement Plan**
                            10.3    Stock Option Plan*
                            10.4    Restricted Stock Plan*
                            13.0    Portions of the 2001 Annual Report to
                                      Shareholders

                     (b)     Reports on Form 8-K

                             None.


*    Incorporated  herein  by  reference  to the  Form  8-K12G3  filed  with the
     Commission on February 1, 2000.

**   Incorporated  herein by reference the Form 8-K/A filed with the  Commission
     on February 24, 2000.

                                      -21-
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized  as of December 26,
2001.


                                       ROEBLING FINANCIAL CORP, INC.


                                       By: /s/Robert P. Hawkins, Jr.
                                           -------------------------------------
                                           Robert P. Hawkins, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

          Pursuant to the  requirement of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated as of December 26, 2001.

<TABLE>
<CAPTION>
<S>                                                   <C>


/s/John J. Ferry                                         /s/Robert P. Hawkins, Jr.
--------------------------------------------             -------------------------------------
John J. Ferry                                            Robert P. Hawkins, Jr.
Chairman of the Board                                    President and Chief Executive Officer


/s/John Y. Leacott                                       /s/George Nyikita
--------------------------------------------             -------------------------------------
John Y. Leacott                                          George Nyikita
Vice President and Chief Financial Officer               Director
(Principal Financial and Accounting Officer)


/s/Mark V. Dimon                                         /s/Robert R. Semptimphelter, Sr.
--------------------------------------------             -------------------------------------
Mark V. Dimon                                            Robert R. Semptimphelter, Sr.
Director and Treasurer                                   Director


/s/Joan K. Geary                                         /s/John A. LaVecchia
--------------------------------------------             -------------------------------------
Joan K. Geary                                            John A. LaVecchia
Director and Secretary                                   Director


</TABLE>