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, 2000
                                 ------------------

                                       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. [ ]

         State issuer's revenues for its most recent fiscal year.  $4,443,997

         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 on the Nasdaq Smallcap Market at December
11, 2000, was $2.5 million.

         As of December  11,  2000,  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, 2000. (Part II)
2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year ended September 30, 2000. (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,
                                          -----------------------------------
                                                2000               1999
                                          ---------------   -----------------
                                             $        %        $          %
                                          -------  ------   -------    ------
                                                (Dollars in thousands)
Type of Loans:
-------------
Real Estate:
  1-4 family............................  $20,998   50.38%  $19,036     52.31%
  Construction..........................    2,186    5.24       755      2.07
  Commercial ...........................    2,634    6.32     2,580      7.09
                                          -------  ------   -------    ------
    Total real estate loans.............   25,818   61.94    22,371     61.47
                                          -------  ------   -------    ------
Consumer and commercial loans:
  Home equity...........................   14,837   35.60    13,234     36.36
  Savings account.......................      135     .32        93       .26
  Automobile............................      193     .46       238       .65
  Other.................................      699    1.68       459      1.26
                                          -------  ------   -------    ------
Total consumer loans....................   15,864   38.06    14,024     38.53
                                          -------  ------   -------    ------

Total loans.............................   41,682  100.00%   36,395    100.00%
                                          -------  ======   -------    ======
Less:
  Loans in process......................      962               508
  Net deferred loan origination costs...      (55)              (33)
  Allowance for loan losses.............      229               175
                                          -------           -------
  Total loans, net......................  $40,546           $35,745
                                          =======           =======

                                       -3-
<PAGE>

         Loan Maturity Table. The following table sets forth the maturity of the
Registrant's  loan  portfolio at September 30, 2000.  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..........    $1,044     $  711    $19,243   $20,998
Construction......................     1,013        136         75     1,224
Commercial real estate............       623        240      1,771     2,634
Home equity ......................       234      3,313     11,290    14,837
Other consumer and commercial ....       110        781        136     1,027
                                      ------     ------    -------   -------
Total.............................    $3,024     $5,181    $32,515   $40,720
                                      ======     ======    =======   =======

         The  following  table sets forth as of  September  30,  2000 the dollar
amount of all loans due after  September  30,  2001,  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.............     $ 9,080      $10,874         $19,954
Construction.........................         136           75             211
Commercial real estate...............         693        1,318           2,011
Home equity .........................       8,982        5,621          14,603
Other consumer and commercial........         917            -             917
                                          -------      -------         -------
    Total............................     $19,808      $17,888         $37,696
                                          =======      =======         =======

         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 1 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  balloon  mortgage loans
with  maturities of one to five years on non-owner  occupied one- to four-family
residences.  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 fixed-rate loans to the Federal National Mortgage
Association  ("FNMA") 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, 2000, there were no 1 - 4
family loans held for sale. See also, "-- Loan Servicing and Sales."

         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

                                       -4-
<PAGE>

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.

         Upon application,  credit review and analysis of personal and corporate
financial  statements,  the Registrant will grant local builders lines of credit
up to  designated  amounts.  These  credit  lines may be used for the purpose of
construction  of  speculative  (or  unsold)  residential  properties.   In  some
instances,  lines of credit  will also be  granted  for  purposes  of  acquiring
finished lots and developing  speculative  residential  properties thereon. Once
approved for a construction  line, a developer must submit,  on a regular basis,
reports  regarding  work  performed in order to reutilize the line of credit and
the  Registrant  also  inspects  construction  projects on a regular  basis.  At
September 30, 2000, the Registrant had no speculative  residential  construction
loans.

         The Registrant's  construction  loans generally have maturities of 6 to
12  months,  with  payments  being  made  monthly  on  an  interest-only  basis.
Speculative  residential  construction  loan rates adjust  monthly  based on the
prime  rate  plus a margin  of 1.0% to 2.0%,  while  owner-occupied  residential
construction  loan  rates tend to be fixed.  Residential  and  speculative  real
estate construction loans are generally made with maximum  loan-to-value  ratios
of 80% and 70%, respectively.

         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

                                       -5-
<PAGE>

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.

         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 to the
Registrant, 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.

                                       -6-

<PAGE>

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.

         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 Federal  National  Mortgage  Association  ("FNMA")
guidelines to facilitate sale in the secondary market. Fixed-rate mortgage loans
are generally sold with servicing retained. Non-conforming, fixed-rate loans are
generally  sold in the  secondary  market to private  entities,  with  servicing
released. During the year ended September 30, 2000, the Registrant sold $719,000
of  fixed-rate 1 - 4 family  mortgage  loans.  The  Registrant  recognized  loan
servicing fees of $41,000 for the year ended September 30, 2000. As of September
30, 2000, loans serviced for others totaled $15.5 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, 2000, the  Registrant  had $125,000 of outstanding  commitments to
fund loans and $3.9 million of unused home equity lines of credit.

         Loans to One  Borrower.  Savings  Association  Insurance  Fund ("SAIF")
insured  savings  bank are subject to certain  lending  limitations  to a single
borrower or group of  borrowers.  Under  current law, the  Registrant's  lending
limits  equals an  amount  equal to 15% of  unimpaired  capital  and  unimpaired
surplus  on an  unsecured  basis  and  an  additional  amount  equal  to  10% of
unimpaired  capital  and  unimpaired  surplus  if the loan is secured by readily
marketable  collateral  (generally  financial  instruments,  not real estate) or
$500,000,  whichever is greater.  The Registrant's  maximum loan to one borrower
limit was approximately $800,000 at September 30, 2000.

Non-Performing and Problem Assets

         Loan Delinquencies. The Registrant's collection procedures provide that
when a loan is 30 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.

                                       -7-
<PAGE>

         Loans are  reviewed  on a monthly  basis and are placed on  non-accrual
status when considered  doubtful of collection by management.  Generally,  loans
past due 90 days or more as to  principal or interest  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.

         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.
Interest  income  that  would have been  recorded  on loans  accounted  for on a
non-accrual  basis under the  original  terms of such loans was not material for
the year ended September 30, 2000.


                                                             At September 30,
                                                             ----------------
                                                              2000       1999
                                                             -----      -----
                                                          (Dollars in thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
  1-4 family residential real estate......................   $ 155      $ 417
  Construction and commercial real estate.................       -          -
Non-mortgage loans:
  Home equity.............................................       -          8
  Other consumer..........................................       -          -
                                                             -----      -----
Total non-accrual loans...................................   $ 155      $ 425
                                                             =====      =====
Accruing loans which are contractually past due
90 days or more:
Mortgage loans:
  1-4 family residential real estate......................   $  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.........................................   $  74          -
                                                             =====      =====
Total non-accrual and accruing past due loans.............   $ 229      $ 425
                                                             =====      =====
Real estate owned.........................................   $  44      $ 210
                                                             =====      =====
Total non-performing assets...............................   $ 273      $ 635
                                                              ====      =====
Total non-accrual loans to net loans......................    0.38%      1.19%
                                                             =====      =====
Total non-accrual and accrual loans to total assets.......    0.38%      0.73%
                                                             =====      =====
Total non-performing assets to total assets...............    0.45%      1.09%
                                                             =====      =====

         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

                                       -8-
<PAGE>

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.

         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, 2000
                                        ---------------------
                                           (In Thousands)

Special Mention..................               $ 292
Substandard......................                 211
Doubtful.........................                   -
Loss.............................                   -
                                                -----
Total............................               $ 503
                                                =====

         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,
                                                                                     --------------------------
                                                                                      2000                1999
                                                                                     ------              ------
                                                                                       (Dollars in thousands)
<S>                    <C>                                                         <C>                 <C>
Total loans outstanding(1)...............................................            $40,775             $35,920
                                                                                     =======             =======
Average loans outstanding................................................            $39,526             $31,818
                                                                                     =======             =======
Allowance balances (at beginning of period)..............................                175                 279
Provisions...............................................................                 47                  21
Charge offs:
  1-4 family.............................................................                  1                 122
  Commercial real estate.................................................                  -                   -
  Consumer...............................................................                  -                   6
Recoveries:
  1-4 family.............................................................                  8                   -
  Consumer...............................................................                  -                   3
                                                                                     -------             -------
Allowance balance (at end of period).....................................            $   229             $   175
                                                                                     =======             =======
Allowance for loan losses as a percent of total loans outstanding........              0.56%               0.49%
                                                                                     =======             =======
Net loans charged off as a percentage of average loans outstanding.......             (.02)%               0.39%
                                                                                     =======             =======
</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,
                                 ---------------------------------------------------------------
                                                2000                        1999
                                 -------------------------------    ----------------------------
                                                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).....         $157          85.98%         $127             88.67%
Construction...................           12           5.24             2              2.07
Commercial real estate.........           26           6.32            26              7.09
Consumer and commercial........           13           2.46             7              2.17
Unallocated....................           21              -            13                 -
                                        ----         ------          ----            ------
  Total........................         $229         100.00%         $175            100.00%
                                        ====         ======          ====            ======
</TABLE>


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

                                      -10-
<PAGE>

Investment Activities

         The  Registrant  is required  under federal  regulations  to maintain a
minimum  amount of liquid  assets which may be invested in specified  short-term
securities  and certain  other  investments.  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.

         Current  regulatory  and  accounting  guidelines  regarding  investment
securities  (including  mortgage - backed securities)  require the Registrant to
categorize  securities as "held to maturity," "available for sale" or "trading."
As of September 30, 2000, Registrant had securities  (including  mortgage-backed
securities)  classified  as "held to maturity" and  "available  for sale" in the
amount  of  $13.6  million  and  $29,000,  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.  Changes in the market
value of securities  available for sale do not affect the Company's  income.  In
addition,  changes in the market value of  securities  available for sale do not
affect the Bank's regulatory  capital  requirements or its loan-to-one  borrower
limit.

         At September 30, 2000, 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  Registrant's  lending
activities,   the  Registrant   has  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 such as the Registrant. The quasi-governmental  agencies guarantee the
payment of principal and interest to investors and include the Federal Home Loan
Mortgage  Corporation   ("FHLMC"),   Government  National  Mortgage  Association
("GNMA"), and Federal National Mortgage Association ("FNMA").

         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  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

                                      -11-
<PAGE>

mortgages.  Expected  maturities will differ from contractual  maturities due to
scheduled  repayments and because borrowers may have the right to call or prepay
obligations with or without  prepayment  penalties.  Mortgage-backed  securities
issued  by  FHLMC,  GNMA,  and FNMA  make up a  majority  of the  pass-  through
certificates market.

         The Registrant also invests in mortgage-related  securities,  primarily
collateralized mortgage obligations ("CMOs"), issued or sponsored by GNMA, FNMA,
FHLMC,  as well as  private  issuers.  CMOs  are a type  of debt  security  that
aggregates  pools  of  mortgages  and  mortgage-backed  securities  and  creates
different  classes of CMO 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  CMOs 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.  CMOs  attempt to  moderate  reinvestment  risk
associated  with   conventional   mortgage-backed   securities   resulting  from
unexpected  prepayment activity.  Management believes these securities represent
attractive alternatives relative to other investments due to the wide variety of
maturity, repayment and interest rate options available.

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


                                                           At September 30,
                                                       ----------------------
                                                         2000          1999
                                                       -------        -------
                                                             (In thousands)
Investment securities held to maturity:
  U.S. government and agency securities............    $ 6,538        $ 6,782
  Corporate debt instruments (1)...................      1,872          2,875
                                                       -------        -------
Total investment securities held to maturity.......      8,410          9,657
                                                       -------        -------
Mortgage-backed securities held to maturity (2)....      5,183          6,294
                                                       -------        -------
Investment securities available for sale...........         29             24
                                                       -------        -------
Total investments..................................    $13,622        $15,975
                                                       =======        =======
---------------------------
(1)  Consists of various  corporate debt securities with "A" or above investment
     grades.
(2)  Includes CMO balances of $2,089 and $2,232 at September  30, 2000 and 1999,
     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,
2000.

<TABLE>
<CAPTION>
                                                               As of September 30, 2000 (1)
                     ---------------------------------------------------------------------------------------------------------
                     One Year or Less   One to Five Years  Five to Ten Years  More Than Ten Years  Total 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.......  $ 250   5.33%    $4,050     6.16%    $1,949    6.09%     $  289    8.36%   $ 6,538      6.21%  $ 6,392
  Corporate
    debt
    instruments......    552   5.89      1,320     5.70          -       -           -        -     1,872      5.75     1,845
Mortgage-backed
   securities
   held to
   maturity..........      -      -        490     6.35      1,162    6.89       3,531     6.39     5,183      6.50     5,106
                       -----            ------              ------              ------             ------             -------

  Total..............  $ 802   5.71%    $5,860     6.07%    $3,111    6.39%     $3,820    6.54%   $13,593      6.26%  $13,343
                       =====            ======              ======              ======            =======             =======
</TABLE>

(1)  The table does not include FNMA stock,  which is  classified  as investment
     securities 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, 2000,
the Registrant had no brokered accounts.

         Jumbo 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, 2000.


                                                        Jumbo
                                                    Certificates
Maturity Period                                      of Deposit
---------------                                     ------------
                                                   (In thousands)
Within three months.............................        $2,502
Over three months through six months............             -
Over six months through twelve months...........         1,020
Over twelve months..............................           625
                                                        ------
                                                        $4,147
                                                        ======

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,  2000,  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,
                                                     ------------------------
                                                       2000             1999
                                                     -------          -------
                                                        (Dollars in thousands)
  Average balance outstanding.................       $   834          $   522
  Maximum balance at end of any month.........         2,500            2,125
  Balance outstanding end of period...........             -            2,125
  Weighted average rate during period.........          6.18%            7.57%
  Weighted average rate at end of period .....             -%            5.75%

Personnel

         As of  September  30, 2000,  the  Registrant  had 19  full-time  and 15
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.

         Financial  Modernization   Legislation.   On  November  12,  1999,  the
President   signed   into   law  the   Gramm-Leach-Bliley   Financial   Services
Modernization  Act of 1999 (the "GLB  Act"),  which  repealed  the  prohibitions
against bank  affiliations  with  securities  and insurance  firms.  The GLB Act
authorizes  qualifying  bank  holding  companies  to  become  financial  holding
companies and thereby  affiliate with securities  firms and insurance  companies
and engage in other activities that are financial in nature. The GLB Act defines
financial  in nature to  include  securities  underwriting,  dealing  and market
making; sponsoring mutual funds and investment companies; insurance underwriting
and agency; merchant banking activities, and activities that the Federal Reserve
Board has  determined to be closely  related to banking.  A qualifying  national
bank also may engage,  subject to limitations on investment,  in activities that
are financial in nature,  other than insurance  underwriting,  insurance company
portfolio  investment,  real estate  development,  and real  estate  investment,
through a financial subsidiary of the bank.

         In addition,  the GLB Act imposes  significant  new  financial  privacy
obligations and reporting requirements on all financial institutions,  including
federal savings  associations.  Specifically,  the statute,  among other things,
requires  financial  institutions (a) to establish privacy policies and disclose
them to customers both at the commencement of a customer  relationship and on an
annual basis and (b) to permit customers to opt out of a financial institution's
disclosure of financial  information to nonaffiliated third parties. The federal
financial  regulators have  promulgated  final  regulations  implementing  these
provisions, which will become effective July 1, 2001.

Regulation of the Bank

     General. As a federally chartered,  SAIF-insured  savings association,  the
Bank is subject  to  extensive  regulation  by the OTS and the  Federal  Deposit
Insurance Corporation ("FDIC"). Lending

                                      -15-
<PAGE>

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.

         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 2000
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 at an annual  rate of  approximately  .0202% of insured
deposits 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.  These  assessments  will continue until the FICO bonds
mature in 2017.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total  adjusted  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 total  adjusted  assets,  and (3)
risk-based capital equal to 8% of total risk- weighted assets.

                                      -16-
<PAGE>

         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.

         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

                                      -17-
<PAGE>

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,  2000,  the Bank was in  compliance  with its QTL
requirement.

         Liquidity  Requirements.  All  savings  associations  are  required  to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings  associations.  At September 30, 2000, the Bank's  required
liquid asset ratio was 4% and the Bank's  liquidity  ratio for the quarter ended
September 30, 2000 was 32.14%.

         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, 2000, 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

                                      -18-
<PAGE>

nonbanking  activities  permissible for bank holding  companies  pursuant to the
Bank Holding Company Act or authorized for financial holding companies  pursuant
to the GLB 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 fiscal year.  The total net book value of the  Registrant's
investment in premises and equipment at September 30, 2000 was  $1,090,000,  net
of depreciation of $466,000.

     (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.

                                      -19-
<PAGE>

                                     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,  2000 (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.

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 2000  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.

                                      -20-
<PAGE>

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,   2000  and  1999  and  the   related
                           consolidated  statements of income and  comprehensive
                           income,  stockholders' equity and cash flows for each
                           of the two years ended  September 30, 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.

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

                           (a)      List of Exhibits:
<TABLE>
<CAPTION>
                                 <S>     <C>
                                    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 2000 Annual Report to Shareholders
                                   27     Financial Data Schedule (electronic filing only)
</TABLE>

                           (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,
2000.


                       ROEBLING FINANCIAL CORP, INC.


                       By:   /s/John F. Ferry
                             ---------------------------------------------------
                             John F. Ferry
                             Chief Executive Officer and Chairman of the Board
                             (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, 2000.


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

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


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


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


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

</TABLE>