EXHIBIT 13


<PAGE>

                          Roebling Financial Corp, Inc.

Corporate Profile

         On January  31,  2000,  our wholly  owned  subsidiary,  Roebling  Bank,
completed its reorganization  and formed us as their parent holding company.  As
part of the reorganization, Roebling Bank's stockholders became our stockholders
and Roebling  Financial  Corp.,  MHC became our majority  stockholder.  Roebling
Financial  Corp.,  MHC,  which is owned  and  controlled  by the  depositors  of
Roebling  Bank, was formed as Roebling  Bank's mutual  holding  company in 1997.
Roebling  Financial Corp, MHC conducts no significant  business or operations of
its own.

         We currently conduct our business through Roebling Bank with three full
service offices located in Roebling and New Egypt,  New Jersey and a loan center
also  located in  Roebling,  New Jersey.  We offer a broad range of deposits and
loan products to individuals,  families and small  businesses.  At September 30,
2000,  we  had  assets  of  $60.0  million,   deposits  of  $53.5  million,  and
stockholder's equity of $5.5 million.

Stock Market Information

         Our common  stock  began  trading on the OTC  Bulletin  Board under the
trading  symbol of "ROEB"on  January 31, 2000.  Prior to January 31,  2000,  the
stock of Roebling  Bank also traded on the OTC  Bulletin  Board under the symbol
"ROEB". The following table reflects high and low bid quotations. The quotations
reflect inter-dealer prices, without retail mark-up,  mark-down,  or commission,
and may not represent actual transactions.


                                                                   Dividends
                  Date                        High ($)    Low ($)  Declared($)
                  ----                        --------    -------  -----------
October 1, 1998 - December 31, 1998             20.00      12.00       --
January 1, 1999 - March 31, 1999                16.50      12.25       --
April 1, 1999 - June 30, 1999                   14.75      12.25       --
July 1, 1999 - September 30, 1999               15.00      13.13       --
October 1, 1999 to December 31, 1999            16.50      12.75       --
January 1, 2000 to March 31, 2000               16.00      11.00       --
April 1, 2000 to June 30, 2000                  13.00       8.88       --
July 1, 2000 to September 30, 2000              15.00      13.00       --

         The  number of  shareholders  of record of common  shares on the record
date of December  11, 2000,  was  approximately  190.  This does not reflect the
number of persons or entities who held stock in nominee or "street" name through
various  brokerage firms. At December 11, 2000, there were 425,500 common shares
outstanding.  We may not declare or pay a cash  dividend on any of our shares if
the effect of the declaration or payment of dividends would cause our regulatory
capital to be reduced below (1) the amount required for the liquidation  account
established in connection with the reorganization, or (2) the regulatory capital
requirements imposed by the Office of Thrift Supervision.

                                       2

<PAGE>

Selected Financial Information


                                                          At or for the
                                                    Years Ended September 30,
                                                      (Dollars in thousands,
                                                    except selected ratios)
                                                     2000(1)            1999
                                              ------------------- --------------
Selected Balance Sheet Data:
Assets........................................      $ 60,046           $57,879
Loans receivable (net)........................        40,546            35,745
Deposits......................................        53,471            50,036
Shareholders' equity..........................         5,487             4,943
Selected Results of Operations:
Interest income...............................      $  4,073           $ 3,497
Interest expense..............................         1,558             1,384
Net interest income...........................         2,515             2,113
Non-interest income...........................           371               313
Non-interest expense..........................         1,984             1,929
Net income....................................           521               284
Selected Ratios:
Return on average assets......................          0.88%             0.54%
Return on average equity......................         10.09              5.94
Average equity to average assets..............          8.73              9.04
Equity to assets at period end................          9.14              8.54
Net interest rate spread......................          3.98              3.77
Net yield on average interest-earning assets..          4.57              4.31
Non-performing loans to total assets..........          0.38              0.73
Non-performing loans to total loans (net).....          0.56              1.19
Earnings per share - basic ...................         $1.26             $0.69
Earnings per share - diluted..................         $1.25             $0.69
Average number of shares outstanding..........       425,500           425,500

--------------
(1)  Effective January 31, 2000, Roebling Financial Corp, Inc. was formed as the
     holding company for Roebling Bank.

                                       3
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements

         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
harbor  provisions  regarding  forward-looking  statements.  When  used  in this
discussion, the words "believes", "anticipates",  "contemplates", "expects", and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual  results to differ  materially  from  those  projected.  Those  risks and
uncertainties  include changes in interest  rates,  the ability to control costs
and expenses, year 2000 issues and general economic conditions.  We undertake no
obligation   to  publicly   release  the  results  of  any  revisions  to  those
forward-looking  statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

         Since we conduct no  significant  business other than owning all of the
common stock of Roebling Bank,  references in this discussion to "we," "us," and
"our," refer collectively to Roebling Financial Corp, Inc. and Roebling Bank.

Overview

         On January 31, 2000 Roebling  Bank  completed  its  reorganization  and
formed  us as  their  parent  holding  company.  As part of the  reorganization,
Roebling Bank's  stockholders  became our  stockholders  and Roebling  Financial
Corp., MHC became our majority stockholder.  Our common stock continues to trade
on the OTC Bulletin Board under the stock symbol "ROEB".

         Despite  the rise in interest  rates by the  Federal  Reserve in fiscal
2000, we were able to increase net income and diluted earnings per share 83% and
81%,  respectively.  For the fiscal year ended  September  30,  2000,  we earned
$521,000 or $1.25 per diluted share as compared to $284,000, or $.69 per diluted
share for the  fiscal  year  ended  September  30,  1999.  Additionally,  assets
increased  $2.2  million  over  last  year,  to  $60.0  million.  Our net  loans
outstanding grew by 13%,  reflecting  strong  performance by our loan production
staff. Asset quality continues to remain excellent.  Lastly, we worked very hard
to combat the high  interest  rate  environment  and increased our interest rate
spread 21 basis points over last year, to 3.98 %.

Management of Interest Rate Risk and Market Risk

          Because the majority of our assets and  liabilities  are  sensitive to
changes in interest rates,  our most significant form of market risk is interest
rate risk,  or changes in interest  rates.  We are  vulnerable to an increase in
interest  rates to the extent that our  interest-bearing  liabilities  mature or
reprice more rapidly than our  interest-earning  assets.  Our lending activities
have  historically  emphasized the  origination  of adjustable  rate and shorter
term, fixed rate loans secured by single-family  residences.  The primary source
of funds has been deposits with substantially  shorter maturities.  While having
interest-bearing  liabilities that reprice more frequently than interest-earning
assets  is  generally  beneficial  to net  interest  income  during a period  of
declining interest rates, this type of an asset/liability  mismatch is generally
detrimental during periods of rising interest rates.

                                       4
<PAGE>

         We have established an  asset/liability  committee that consists of the
Chairman of our Board of Directors and two outside Directors,  our President and
members of our  management  team.  The committee  meets on a quarterly  basis to
review  loan and deposit  pricing and  production  volumes,  interest  rate risk
analyses,  liquidity  and  borrowing  needs,  and a variety of other  assets and
liability management topics.  General  asset/liability  matters are discussed at
the Board's regular meetings.

         To reduce the effect of interest  rate changes on net interest  income,
we have  adopted  various  strategies  to enable us to improve  the  matching of
interest-earning asset maturities to interest-bearing  liability maturities. The
principal elements of these strategies include seeking to:

o    originate one to four family  residential  mortgage  loans with  adjustable
     rate  features  or shorter  term fixed  rate loans for  portfolio  and sell
     longer term fixed rate mortgages;

o    attract low cost  transaction  and savings  accounts  which tend to be less
     interest rate sensitive when interest rates rise;

o    lengthen the maturities of our liabilities  when it would be cost effective
     through the pricing and promotion of longer term certificates of deposit;

o    maintain  an  investment  portfolio,  with short to  intermediate  terms to
     maturity or adjustable  interest  rates,  that provides a stable cash flow,
     thereby providing investable funds in varying interest rate cycles.

         We have made a  significant  effort to maintain our level of lower-cost
deposits as a method of enhancing profitability.  In the past year, our level of
demand  deposits has  increased  significantly.  At September  30, 2000,  we had
approximately  $33.4  million,  or 62%, of our  deposits  in  low-cost  savings,
checking and money market accounts.  These deposits have traditionally  remained
relatively stable and are expected to be only moderately affected in a period of
rising  interest  rates.  This  stability has enabled us to offset the impact of
rising rates in other deposit accounts.

Net Portfolio Value

          Exposure  to  interest   rate  risk  is  actively   monitored  by  our
management.  Our  objective is to maintain a consistent  level of  profitability
within  acceptable  risk tolerances  across a broad range of potential  interest
rate environments.  In addition to various analyses, we use the Office of Thrift
Supervision  ("OTS") Net Portfolio Value ("NPV") Model, which calculates changes
in net portfolio  value,  to monitor our exposure to interest rate risk.  NPV is
equal to the  estimated  present  value of  assets  minus the  present  value of
liabilities  plus the net  present  value of  off-balance-sheet  contracts.  The
Interest Rate Risk Exposure  Report shows the degree to which balance sheet line
items and net  portfolio  value are  potentially  affected by a 100 to 300 basis
point (1/100th of a percentage point) upward and downward parallel shift (shock)
in the Treasury yield curve.

                                       5
<PAGE>

         The following  table  represents  our NPV ratios at September 30, 2000.
This data was calculated by the OTS, based upon information we provided to them.


             Changes               NPV
              in Rate              Ratio(1)         Change(2)
             ---------             --------         ---------
                                   10.36%           -156 bp
             +300 bp
                                   10.99%            -93 bp
             +200 bp
                                   11.54%            -38 bp
             +100 bp
                                   11.92%
                0 bp
                                   12.00%             +8 bp
             -100 bp
                                   11.94%             +3 bp
             -200 bp
                                   11.99%             +8 bp
             -300 bp

(1)      Calculated as the estimated NPV divided by present value of assets.
(2)      Calculated  as the increase  (decrease)  in the NPV ratio  assuming the
         indicated  change  in  interest  rates  over the  estimated  NPV  ratio
         assuming no change in interest rates.

         Computations  of  prospective  effects of  hypothetical  interest  rate
changes are based on numerous  assumptions,  including relative levels of market
interest rates,  prepayments and deposit run-offs, and should not be relied upon
as  indicative  of actual  results.  Certain  shortcomings  are inherent in such
computations.   Although   certain  assets  and  liabilities  may  have  similar
maturities  or periods of  repricing,  they may react at different  times and in
different degrees to changes in the market interest rates. The interest rates on
certain types of assets and  liabilities  may fluctuate in advance of changes in
market interest rates,  while rates on other types of assets and liabilities may
lag behind changes in market interest rates.  Certain assets, such as adjustable
rate mortgages, generally have features which restrict changes in interest rates
on a short term  basis and over the life of the asset.  In the event of a change
in  interest  rates,  prepayments  and early  withdrawal  levels  could  deviate
significantly  from those  assumed in making the  calculations  set forth above.
Additionally,  an  increased  credit  risk may  result  as the  ability  of many
borrowers to service  their debt may  decrease in the event of an interest  rate
increase.

                                       6
<PAGE>

Average Balance Sheet, Interest Rates and Yields

         The  following  tables set forth  certain  information  relating to our
average  balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods  indicated.  Such yields and costs are derived by
dividing  income or expense  by the  average  balance of assets or  liabilities,
respectively,  for the periods presented. Average balances are generally derived
from month-end  balances.  Management does not believe that the use of month-end
balances instead of daily average  balances has caused any material  differences
in the information presented.

<TABLE>
<CAPTION>
                                             For the Year Ended September 30,     For the Year Ended September 30,
                                             ---------------------------------    --------------------------------
                                                           2000                                1999
                                             ---------------------------------    --------------------------------
                                             Average                 Average      Average                 Average
                                             Balance    Interest    Yield/Cost    Balance    Interest   Yield/Cost
                                             -------    --------    ----------    -------    --------   ----------
                                                        (Actual)                             (Actual)
                                                  (Dollars in thousands)               (Dollars in thousands)
<S>                                         <C>         <C>          <C>         <C>         <C>         <C>
Interest-earning assets:
 Loans receivable (1)                        $39,526     $3,125         7.91%     $31,818     $2,505        7.87%
 Mortgage-backed securities                    5,657        351         6.20        5,375        287        5.34
 Investment securities available for sale         23          1         4.35           67          3        4.48
 Investment securities held to maturity        8,842        538         6.08        9,302        577        6.20
 Other interest-earning assets (2)               933         58         6.22        2,500        125        5.00
                                             -------     ------                   -------     ------
  Total interest-earning assets               54,981     $4,073         7.41       49,062     $3,497        7.13
                                                         ------                               ------
Non-interest-earning assets                    4,161                                3,863
                                             -------                              -------
  Total assets                               $59,142                              $52,925
                                             =======                              =======

Interest-bearing liabilities:
 Interest-bearing checking                    $8,129       $107         1.32%      $7,648       $110        1.43%
 Savings accounts                             13,053        328         2.51       11,578        291        2.51
 Money market accounts                         5,370        177         3.30        4,344        133        3.06
 Certificates of deposit                      17,953        890         4.96       17,284        835        4.83
 Borrowings                                      891         56         6.29          303         15        4.95
                                             -------     ------                   -------     ------
  Total interest-bearing liabilities          45,396     $1,558         3.43       41,157     $1,384        3.36
                                                          -----                               ------
Non-interest-bearing liabilities (3)           8,582                                6,984
                                             -------                              -------
  Total liabilities                           53,978                               48,141
Stockholders' equity                           5,164                                4,784
                                             -------                              -------
 Total liabilities and stockholders'         $59,142                              $52,925
                                             =======                              =======
equity
Net interest income                                      $2,515                               $2,113
                                                         ======                               ======
Interest rate spread (4)                                                3.98%                               3.77%
Net yield on interest-earning assets (5)                                4.57%                               4.31%
Ratio of average interest-earning assets
  to average interest-bearing liabilities                             121.11%                             119.21%
</TABLE>


---------------------------------
(1)  Average balances include non-accrual loans.
(2)  Includes interest-bearing deposits in other financial institutions and FHLB
     stock.
(3)  Includes  non-interest-bearing  deposits of $7,373 and $6,184 for the years
     ended September 30, 2000 and 1999, respectively.
(4)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(5)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets.

                                       7
<PAGE>

Rate/Volume Analysis

         The table below sets forth certain information regarding changes in our
interest  income  and  interest  expense  for the  periods  indicated.  For each
category of interest-earning assets and interest-bearing  liabilities, the table
distinguishes  between (i) changes  attributable  to volume  (changes in average
volume  multiplied by prior period's rate);  (ii) changes  attributable to rates
(changes in rate multiplied by old average volume); (iii) changes in rate-volume
(changes in average volume multiplied by the change in rate).

<TABLE>
<CAPTION>
                                      Year Ended September 30,           Year Ended September 30,
                                 ----------------------------------   ---------------------------------
                                           2000  vs. 1999                    1999  vs. 1998
                                 ----------------------------------   ------------------------------
                                         Increase (Decrease)               Increase (Decrease)
                                               Due to                            Due to
                                               -------                           ------
                                                     Rate/                               Rate/
                                  Volume    Rate    Volume    Net     Volume    Rate    Volume    Net
                                  ------    -----   ------    ----    ------    ----    ------    ---
                                                             (In thousands)
<S>                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Interest-earning assets:
 Loans receivable                 $ 606    $  11    $   3    $ 620    $ 437    $(137)   $ (27)   $ 273
 Mortgage-backed securities          15       47        2       64      154      (17)     (16)     121
 Investment securities
    available for sale               (2)       -        -       (2)      (3)      (1)       -       (4)
  Investment securities
    held to maturity                (29)     (11)       1      (39)     133      (43)     (11)      79
 Other interest-earning assets      (78)      30      (19)     (67)      66      (24)     (16)      26
                                  -----    -----    -----    -----    -----    -----    -----    -----
  Total interest-earning assets   $ 512    $  77    $ (13)   $ 576    $ 787    $(222)   $ (70)   $ 495
                                  =====    =====    =====    =====    =====    =====    =====    =====

Interest-bearing liabilities:
 Interest-bearing checking            7       (9)      (1)      (3)      44      (21)     (10)      13
 Savings accounts                    37        -        -       37       95      (13)      (5)      77
 Money market accounts               31       10        3       44       45      (19)      (7)      19
 Certificates of deposit             32       22        1       55      104      (57)      (7)      40
 Borrowings                          29        4        8       41       14       (8)      (7)      (1)
                                  -----    -----    -----    -----    -----    -----    -----    -----
   Total interest-bearing
    liabilities                   $ 136    $  27    $  11    $ 174    $ 302    $(118)   $ (36)   $ 148
                                  =====    =====    =====    =====    =====    =====    =====    =====
Net interest income               $ 376    $  50    $ (24)   $ 402    $ 485    $(104)   $ (34)   $ 347
                                  =====    =====    =====    =====    =====    =====    =====    =====
</TABLE>

Financial Condition

         Total  assets  increased  by $2.2  million  or 4% to $60.0  million  at
September 30, 2000,  from $57.9 million at September 30, 1999.  This increase is
primarily due to growth in net loans  receivable of $4.8 million or 13%,  offset
by a reduction in balances of securities and mortgage-backed  securities held to
maturity of $2.4 million. Within the loan portfolio, the increase came primarily
from a $2.0 million increase in one to four family residential  mortgages,  $1.6
million in home equity loans and $1.0 million in net construction loan balances.
The decreases in the  held-to-maturity  portfolios  were due to  maturities  and
principal repayments.

                                       8
<PAGE>

         Deposits  increased by $3.5 million or 7% to $53.5 million at September
30, 2000,  from $50.0 million at September 30, 1999.  Deposits,  after  interest
credited,  increased due  primarily to the growth of our newest  location in New
Egypt and to an increase in municipal deposits.

Results of Operations

         Analysis  of  Net  Interest  Income.  Our  results  of  operations  are
primarily dependent on our net interest income,  which is the difference between
the interest income earned on our assets,  primarily loans and investments,  and
the interest expense on our liabilities,  primarily deposits and borrowings. Net
interest  income  may  be  affected   significantly   by  general  economic  and
competitive  conditions and policies of regulatory agencies,  particularly those
with respect to market  interest  rates.  The results of our operations are also
influenced by the level of non-interest expenses,  such as employee salaries and
benefits,   and  other   income,   such  as   loan-related   fees  and  fees  on
deposit-related services.

         Net Income.  Net income  increased  $237,000  to $521,000  for the year
ended  September 30, 2000, as compared to $284,000 for the year ended  September
30, 1999.  The increase in net income in fiscal 2000 was primarily the result of
a $402,000  increase  in net  interest  income  offset by a $26,000  increase in
provision for loan losses and a $141,000 increase in income taxes.

         Net Interest Income. Net interest income increased $402,000, or 19%, to
$2.5 million for the year ended  September 30, 2000.  The increase was primarily
due to higher average balances of net loans receivable offset somewhat by higher
average balances of deposits.  Our interest rate spread, which is the difference
between  the yield on  average  interest-earning  assets and the cost of average
interest-bearing  liabilities,  increased to 3.98% for the year ended  September
30, 2000, from 3.77% for the year ended September 30, 1999.

         Interest Income. Interest income increased to $4.1 million for the year
ended  September  30, 2000,  from $3.5 million for the year ended  September 30,
1999.  Interest on loans receivable  increased  $620,000 or 25%. These increases
were  primarily  the result of an increase of $7.7 million in the average  loans
receivable balance.  Interest income on securities held to maturity decreased by
$39,000 for the year ended September 30, 2000, from $577,000 to $538,000, due to
a $460,000  decrease in the  average  balance as well as a decrease in the yield
from 6.20% to 6.08%.  Interest income on  mortgage-backed  securities  increased
$64,000 to $351,000 for the year ended September 30, 2000, from $287,000 for the
year ended  September  30, 1999,  primarily due to an increase in the yield from
5.34% to 6.20%.  Interest  income  on other  interest-earning  assets  decreased
$67,000 to $58,000 for the year ended  September 30, 2000, from $125,000 for the
year ended  September  30,  1999.  The decrease is largely due to a $1.6 million
decrease in the average balances, partially offset by an increase in the average
yield,   from  5.00%  to  6.22%.  The  yield  on  the  average  balance  of  all
interest-earning  assets was 7.41% and 7.13% for the years ended  September  30,
2000 and 1999, respectively.

         Interest Expense.  Interest expense  increased by $174,000,  or 13%, to
$1.6 million for the year ended  September  30, 2000,  from $1.4 million for the
year ended September 30, 1999,  primarily due to a $3.7 million  increase in the
average balance of interest-bearing  deposit accounts and also to an increase in
the cost of certificates of deposit and money market accounts. The total cost of
interest-bearing  liabilities  increased  slightly  to 3.43% for the year  ended
September 30, 2000 from 3.36% for the year ended September 30, 1999.

         Provision  for Loan Losses.  The  provision  for loan losses for fiscal
2000 increased $26,000 to $47,000,  from $21,000 for fiscal 1999. We continually
evaluate the adequacy of the allowance for

                                       9
<PAGE>

loan losses,  which encompasses the overall risk  characteristics of the various
portfolio  segments,  past  experience  with  losses,  the  impact  of  economic
conditions on borrowers and other relevant conditions.  We believe the allowance
for loan  losses  is  adequate.  However,  there  can be no  assurance  that the
allowance for loan losses will be adequate to cover significant  losses, if any,
that we might incur in the future.

         Non-interest Income.  Non-interest income increased $58,000, or 18%, to
$371,000 for the year ended  September 30, 2000, as compared to $313,000 for the
year ended  September  30, 1999,  due to increases in fees  received for deposit
account servicing and ATM transaction fees.

          Non-interest  Expense.  Non-interest  expense increased by $54,000, or
3%, to $2.0 million.  Compensation and employee  benefits  expense  increased by
$46,000 or 4% to $1,076,000.  The increase in compensation  and benefits expense
during  fiscal 2000 was primarily the result of general cost of living and merit
raises to our  employees  and  officers  and the  addition of a Chief  Operating
Officer to the management  team.  Occupancy and equipment  expense  increased by
$22,000, or 13%, to $189,000. We opened a separate Loan Center office during the
year to  accommodate  growth,  which  contributed  largely  to the  increase  in
expenses. Service bureau and data processing expenses increased $43,000, or 19%,
to $267,000 from an increase in overall data processing and check clearing costs
related  to the  growth in our  deposit  transaction  accounts.  Other  expenses
decreased  $47,000,  or 10%, to $436,000  from fiscal year 1999 due largely to a
decrease in legal expenses of $42,000.  The fiscal year ended September 30, 1999
had a higher level of legal expenses related to actions related to delinquencies
and foreclosures and the formation of us.

         Provision  for Income Taxes.  The provision for income taxes  increased
$142,000 to $334,000 for the year ended  September  30, 2000,  from $192,000 for
the year ended  September 30, 1999.  The increase was the result of the increase
in income  before  taxes.  The effective tax rates for fiscal 2000 and 1999 were
39% and 40%, respectively.

Liquidity and Capital Resources

          Management  believes it has ample cash flows and liquidity to meet its
loan  commitments  of  $125,000  and unused  lines of credit of $3.9  million at
September  30, 2000. We have the ability to borrow from the FHLB of New York, or
others,  should the need arise.  As of September  30,  2000,  we had no borrowed
funds.

          We are required under federal regulations to monitor certain levels of
liquid  assets,  which  include  certain  United  States  government  and agency
obligations and other approved investments. Current regulations require that our
subsidiary,  Roebling Bank,  maintain liquid assets of not less than 4%. For the
quarter  ended  September 30, 2000,  Roebling  Bank's  regulatory  liquidity was
32.14%. Roebling Bank is also subject to federal regulations that impose certain
minimum  capital  requirements.  See  Note  12  to  our  consolidated  financial
statements.

          Net cash  provided by  operations  was  $942,000  and $515,000 for the
years  ended  September  30,  2000  and  1999,  respectively.  Cash  flows  from
operations increased primarily due to an increase in net income.

          Net cash used in investing activities for the year ended September 30,
2000 totaled $2.3 million, a decrease of $7.8 million from $10.1 million for the
year ended September 30, 1999. The largest  component of the decrease was due to
the $6.0  million  decrease in the use of funds  relating to

                                       10
<PAGE>

the activity in the securities portfolio.  For the year ended September 30, 1999
we used  $3.7  million  for  the  purchase  of  investment  and  mortgage-backed
securities,  net of proceeds from maturities and repayments.  For the year ended
September  30, 2000,  there were no  securities  purchased  but $2.3 million was
provided  by  maturities  and  repayments  of  investment  and   mortgage-backed
securities.

          Net cash provided by financing activities for the year ended September
30, 2000  totaled  $1.3  million  compared  to $10.8  million for the year ended
September 30, 1999. Net cash provided  during the year ended  September 30, 2000
resulted primarily from an increase of net deposits of $3.4 million, offset by a
$2 million  dollar  decrease in  borrowings.  The net cash  provided in the year
ended  September  30, 1999 resulted from an increase in deposits of $8.8 million
and an increase in borrowings of $2.0 million.

          We monitor projected  liquidity needs and determine the levels desired
based upon our  commitments  to make loans and our  ability to  generate  funds.
Liquidity may be adversely  affected by unexpected  deposit outflows,  excessive
interest rates paid by competitors,  adverse  publicity  relating to the banking
industry and similar matters.

                                       11

<PAGE>

Fontanella and Babitts
CERTIFIED PUBLIC ACCOUNTANTS                       534 Union Boulevard
                                                   Totowa Boro, New Jersey 07512
                                                   Tel:  (973) 595-5300
                                                   Fax:  (973) 595-5890


To the Board of Directors
Roebling Financial Corp, Inc. and Subsidiary


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


We have audited the accompanying  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,  comprehensive income,
stockholders' equity and cash flows for the years then ended. These consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Roebling Financial
Corp,  Inc. and  Subsidiary,  at September 30, 2000 and 1999, and the results of
their  operations  and cash flows for the years then  ended in  conformity  with
generally accepted accounting principles.



                                   /s/Fontenella and Babitts


November 3, 2000


                                       12
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                        STATEMENTS OF FINANCIAL CONDITION
                        ---------------------------------

<TABLE>
<CAPTION>
                                                                                            September 30,
                                                                                      ----------------------------
                                                                                         2000            1999
                                                                                      ------------    ------------
<S>                                                                                 <C>             <C>
Assets
------
Cash and due from banks                                                               $  2,774,712    $  2,545,449
Interest bearing deposits                                                                  798,809       1,027,758
                                                                                      ------------    ------------

Total cash and cash equivalents                                                          3,573,521       3,573,207

FHLB term deposits                                                                               -         250,000
Certificates of deposit                                                                    300,000         300,000
Securities available for sale                                                               28,600          24,475
Securities held to maturity; approximate fair
 value of $8,237,000 (2000) and $9,471,000 (1999)                                        8,409,550       9,656,934
Mortgage-backed securities held to maturity,
 approximate fair value of $5,106,000 (2000) and $6,196,000 (1999)                       5,183,781       6,293,910
Loans receivable, net                                                                   40,545,961      35,745,242
Real estate owned                                                                           43,699         210,549
Accrued interest receivable                                                                393,677         374,728
Federal Home Loan Bank of New York stock, at cost                                          387,800         293,600
Premises and equipment                                                                   1,089,514       1,086,670
Other assets                                                                                89,487          69,551
                                                                                      ------------    ------------
                                                                                      $ 60,045,590    $ 57,878,866
                                                                                      ============    ============

Liabilities and stockholders' equity
------------------------------------

Liabilities
-----------

Deposits                                                                              $ 53,471,360    $ 50,036,141
Borrowed funds                                                                                   -       2,125,440
Advances from borrowers for taxes and insurance                                            443,623         419,986
Accrued interest payable                                                                    40,014          49,317
Other liabilities                                                                          603,229         304,918
                                                                                      ------------    ------------

               Total liabilities                                                        54,558,226      52,935,802
                                                                                      ------------    ------------

Commitments and contingencies                                                                    -               -

Stockholders' equity

Serial preferred stock, no par value, authorized 1,000,000 shares, no shares issued              -               -
Common stock; par value $.10; authorized 4,000,000 shares; shares
 issued and outstanding 425,500;                                                            42,550          42,550
Additional paid-in-capital                                                               1,656,589       1,651,789
Unallocated employee stock ownership plan shares                                          (109,760)       (125,440)
Retained earnings - substantially restricted                                             3,881,524       3,360,351
Accumulated other comprehensive income - unrealized gain on securities
 available for sale, net of tax                                                             16,461          13,814
                                                                                      ------------    ------------
               Total stockholders' equity                                                5,487,364       4,943,064
                                                                                      ------------    ------------
                                                                                      $ 60,045,590    $ 57,878,866
                                                                                      ============    ============
</TABLE>
See accompanying notes to consolidated financial statements.

                                       13
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                              STATEMENTS OF INCOME
                              --------------------

                                                       Year Ended
                                                       September 30,
                                                 -----------------------
                                                     2000         1999
                                                 ----------   ----------
Interest income:
   Loans receivable                              $3,124,784   $2,505,644
   Securities available for sale                        444        2,572
   Securities held to maturity                      538,210      577,233
   Mortgage-backed securities held to maturity      351,298      286,766
   Other interest earning assets                     58,347      125,457
                                                 ----------   ----------
               Total interest income              4,073,083    3,497,672
                                                 ----------   ----------
Interest expense:
   Deposits                                       1,502,199    1,369,440
   Borrowed funds                                    56,021       14,780
                                                 ----------   ----------
               Total interest expense             1,558,220    1,384,220
                                                 ----------   ----------

Net interest income                               2,514,863    2,113,452
Provision for loan losses                            47,000       21,000
                                                 ----------   ----------
               Net interest income after
                provision for loan losses         2,467,863    2,092,452
                                                 ----------   ----------
Non-interest income:
   Loan fees                                         56,762       61,539
   Account servicing and other                      313,183      244,058
   Gain on sale of loans                                969        7,457
                                                 ----------   ----------
               Total non-interest income            370,914      313,054
                                                 ----------   ----------
Non-interest expense:
   Compensation and benefits                      1,076,376    1,030,665
   Occupancy and equipment                          189,383      167,778
   Service bureau and data processing               267,181      223,795
   Federal Insurance premiums                        14,845       24,585
   Other                                            435,868      482,745
                                                 ----------   ----------
               Total non-interest expense         1,983,653    1,929,568
                                                 ----------   ----------
Income before income taxes                          855,124      475,938
Income taxes                                        333,951      191,552
                                                 ----------   ----------
               Net income                        $  521,173   $  284,386
                                                 ==========   ==========
Basic earnings per share                         $     1.26   $     0.69
                                                 ==========   ==========
Diluted earnings per share                       $     1.25   $     0.69
                                                 ==========   ==========

Weighted average shares outstanding - basic         413,544      412,172
                                                 ==========   ==========
Weighted average shares outstanding - diluted       417,302      412,935
                                                 ==========   ==========


See accompanying notes to consolidated financial statements.

                                       14
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                       STATEMENTS OF COMPREHENSIVE INCOME
                       ----------------------------------

                                                              Year Ended
                                                             September 30,
                                                        ---------------------
                                                          2000        1999
                                                        ---------   ---------


Net income                                              $ 521,173   $ 284,386

Other comprehensive income, net of income taxes:
   Unrealized holding gains (losses) on
     securities available for sale, net of income
     taxes (benefit) of $821 and $(219), respectively       2,647      (1,399)
                                                        ---------   ---------

Comprehensive income                                    $ 523,820   $ 282,987
                                                        =========   =========


See accompanying notes to consolidated financial statements.

                                       15
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                       ----------------------------------

<TABLE>
<CAPTION>
                                                                                         Accumulated
                                              Additional    Unallocated                    Other
                                  Common       Paid-in         ESOP         Retained    Comprehensive
                                  Stock        Capital        Shares       Earnings        Income        Total
                               -----------  ------------  -------------- ------------   ------------- ------------
<S>                           <C>           <C>           <C>            <C>           <C>           <C>
Balance - September 30, 1998   $    42,550   $ 1,645,612   $  (141,120)   $ 3,075,965   $    15,213   $ 4,638,220

Net income                               -             -             -        284,386             -       284,386

Amortization of ESOP shares              -         6,177        15,680              -             -        21,857

Change in unrealized gain
 on securities available
 for sale, net of tax                    -             -             -              -        (1,399)       (1,399)
                               -----------   -----------   -----------    -----------   -----------   -----------

Balance - September 30, 1999        42,550     1,651,789      (125,440)     3,360,351        13,814     4,943,064

Net income                               -             -             -        521,173             -       521,173

Amortization of ESOP shares              -         4,800        15,680              -             -        20,480

Change in unrealized gain
 on securities available
 for sale, net of tax                    -             -             -              -         2,647         2,647
                               -----------   -----------   -----------    -----------   -----------   -----------

Balance - September 30, 2000   $    42,550   $ 1,656,589   $  (109,760)   $ 3,881,524   $    16,461   $ 5,487,364
                               ===========   ===========   ===========    ===========   ===========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       16
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>
                                                                      Year Ended
                                                                     September 30,
                                                             ----------------------------
                                                                 2000            1999
                                                             ------------    ------------
<S>                                                        <C>             <C>
Cash flows from operating activities:
   Net income                                                $    521,173    $    284,386
   Adjustments to reconcile net income
    to net cash provided by operating activities:
   Depreciation                                                    69,008          70,640
   Amortization of premiums and discounts on
     investment securities held to maturity, net                   15,384          16,750
   Amortization of premiums on mortgage-backed securities          17,754          42,590
   Amortization of deferred loan fees and costs, net                2,188         (82,736)
   Provision for loan losses                                       47,000          21,000
   Provision for losses on real estate owned                        1,579          16,021
   Gain on sale of loans                                             (969)         (7,457)
   (Increase) decrease in other assets                            (19,936)         37,476
   Increase in accrued interest receivable                        (18,949)        (40,654)
   (Decrease) increase in accrued interest payable                 (9,303)          3,351
   Increase in other liabilities                                  296,833         132,103
   Allocation of ESOP shares                                       20,480          21,857
                                                             ------------    ------------

   Net cash provided by operations                                942,242         515,327
                                                             ------------    ------------

Cash flows from investing activities:
   Net decrease in FHLB term deposits                             250,000       2,450,000
   Purchase of certificates of deposit                                  -        (300,000)
   Proceeds from call of securities available for sale                  -         100,000
   Purchase of securities held to maturity                              -      (6,770,547)
   Proceeds from maturities of securities held to maturity      1,232,000       5,585,000
   Purchase of mortgage-backed securities held to maturity              -      (4,911,299)
   Proceeds from principal repayments of
    mortgage-backed securities held to maturity                 1,092,375       2,418,695
   Loan originations, net of principal repayments              (5,611,709)    (10,581,673)
   Proceeds from sale of loans                                    719,072       1,981,505
   Proceeds from sale of real estate owned                        208,970               -
   Purchase of Federal Home Loan Bank Stock                       (94,200)        (49,600)
   Purchase of premises and equipment                             (71,852)        (18,788)
   Proceeds from sale of premises and equipment                         -           7,000
                                                             ------------    ------------

          Net cash used in investing activities                (2,275,344)    (10,089,707)
                                                             ------------    ------------
</TABLE>


See accompanying notes to consolidated financial statements.

                                       17
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                        STATEMENTS OF CASH FLOWS (Cont'd)
                        ---------------------------------
<TABLE>
<CAPTION>
                                                                                Year Ended
                                                                               September 30,
                                                                       ----------------------------
                                                                            2000            1999
                                                                       ------------    ------------
<S>                                                                  <C>             <C>
Cash flows from financing activities:
   Net increase in deposits                                               3,435,219       8,806,825
   Net change in short-term borrowings                                   (2,000,000)      2,000,000
   Repayment of ESOP loan                                                  (125,440)        (15,680)
   Increase in advance payments by borrowers for taxes and insurance         23,637          33,471
                                                                       ------------    ------------

          Net cash provided by financing activities                       1,333,416      10,824,616
                                                                       ------------    ------------

Net increase in cash and cash equivalents                                       314       1,250,236

Cash and cash equivalents - beginning                                     3,573,207       2,322,971
                                                                       ------------    ------------

Cash and cash equivalents - ending                                     $  3,573,521    $  3,573,207
                                                                       ============    ============

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

Cash paid for:
   Interest on deposits and advances                                   $  1,567,523    $  1,380,869
                                                                       ============    ============

   Income taxes                                                        $    180,307    $    119,000
                                                                       ============    ============

Supplemental Schedule of Noncash Investing Activities
-----------------------------------------------------

Transfers from loans receivable to real estate owned                   $     43,699    $    226,570
                                                                       ============    ============

Change in unrealized gain on securities
 available for sale, net of tax                                        $      2,647    $     (1,399)
                                                                       ============    ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       18
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------

The following is a description of the more significant  accounting policies used
in preparation of the accompanying consolidated financial statements of Roebling
Financial Corp, Inc. and Subsidiary (the "Company").

Principles of Consolidation
---------------------------

The consolidated  financial statements are comprised of the accounts of Roebling
Financial  Corp,  Inc.  and its  wholly-owned  subsidiary,  Roebling  Bank  (the
"Bank").  All  significant  intercompany  accounts  and  transactions  have been
eliminated in consolidation.

Basis of Consolidated Financial Statement Presentation
------------------------------------------------------

The  consolidated  financial  statements  have been prepared in conformity  with
generally  accepted  accounting   principles.   In  preparing  the  consolidated
financial  statements,  management is required to make estimates and assumptions
that affect the reported  amount of assets and liabilities as of the date of the
statement of financial  condition  and revenues and expenses for the period then
ended. Actual results could differ significantly from those estimates.  Material
estimates that are particularly  susceptible to significant  changes in the near
term relate to the determination of the allowance for loan losses, the valuation
of foreclosed real estate and the assessment of prepayment risks associated with
mortgage-  backed  securities.  Management  believes that the allowance for loan
losses  is  adequate,   foreclosed  real  estate  is  appropriately  valued  and
prepayment  risks  associated  with  mortgage-backed   securities  are  properly
recognized.  While management uses available  information to recognize losses on
loans and  foreclosed  real estate,  future  additions to the allowance for loan
losses or further writedowns of foreclosed real estate may be necessary based on
changes in economic  conditions  in the  Company's  market  area.  Additionally,
assessments of prepayment risks related to mortgage-backed  securities are based
upon current market conditions, which are subject to frequent change.

In  addition,  various  regulatory  agencies,  as  an  integral  part  of  their
examination process, periodically review the Company's allowance for loan losses
and foreclosed  real estate.  Such agencies may require the Company to recognize
additions  to  the  allowance  for  loan  losses  or  additional  writedowns  on
foreclosed real estate based on their judgements about information  available to
them at the time of their examination.

Concentration of Risk
---------------------

The Company's  lending and real estate  activity is  concentrated in real estate
and loans secured by real estate located in the State of New Jersey.

The  Company's  loan  portfolio is  predominantly  made up of 1 to 4 family unit
first mortgage loans in Burlington County.  These loans are typically secured by
first lien positions on the respective real estate properties and are subject to
the  Company's  loan  underwriting  policies.  In general,  the  Company's  loan
portfolio performance is dependent upon the local economic conditions.

                                       19
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
-----------------------------------------------

Interest-Rate Risk
------------------

The Company is principally  engaged in the business of attracting  deposits from
the general public and using these deposits to make loans secured by real estate
and, to a lesser  extent,  consumer  loans and to purchase  mortgage-backed  and
investment  securities.  The potential for interest-rate risk exists as a result
of the shorter duration of the Company's interest-sensitive liabilities compared
to the generally longer duration of interest-sensitive assets.

In a rising  interest rate  environment,  liabilities  will reprice  faster than
assets,  thereby  reducing the market value of long-term assets and net interest
income. For this reason, management regularly monitors the maturity structure of
the  Company's  assets  and  liabilities  in  order  to  measure  its  level  of
interest-rate risk and to plan for future volatility.

Cash and Cash Equivalents
-------------------------

Cash  and  cash  equivalents  include  cash  and  amounts  due  from  depository
institutions,  interest-bearing accounts and federal funds sold. For the purpose
of the  statements of cash flows,  the Company  considers all highly liquid debt
instruments  with  original  maturities  of  three  months  or  less  to be cash
equivalents.

Investments and Mortgage-backed Securities
------------------------------------------

Debt  securities  over which there exists positive intent and ability to hold to
maturity are classified as held-to-maturity securities and reported at amortized
cost. Debt and equity  securities  that are bought and held  principally for the
purpose of selling them in the near term are  classified  as trading  securities
and reported at fair value, with unrealized holding gains and losses included in
earnings.  Debt and equity securities not classified as trading securities,  nor
as held-to-maturity securities, are classified as available-for-sale  securities
and reported at fair value,  with  unrealized  holding  gains or losses,  net of
deferred income taxes, reported in a separate component of stockholders' equity.

Premiums  and  discounts  on all  securities  are  amortized/accreted  using the
interest  method.  Interest and dividend  income on  securities,  which includes
amortization  of premiums  and  accretion of  discounts,  is  recognized  in the
financial  statements  when  earned.  The adjusted  cost basis of an  identified
security  sold or  called is used for  determining  security  gains  and  losses
recognized in the statements of income.

Loans Receivable
----------------

Loans receivable are stated at unpaid principal balances, less the allowance for
loan losses and net deferred loan origination fees and discounts.

Loan fees and certain direct loan  origination  costs are deferred,  and the net
fee or cost is recognized as an adjustment to interest income using the interest
method  over  the  contractual  life  of  the  loans,   adjusted  for  estimated
prepayments based on the Company's historical prepayment experience.

The allowance for loan losses is increased by charges to income and decreased by
charge-offs  (net  of  recoveries).  Management's  periodic  evaluation  of  the
adequacy of the allowance is based on the Company's  past loan loss  experience,
known and inherent risks in the portfolio,  adverse  situations  that may affect
the  borrower's  ability  to  repay,  the  estimated  value  of  any  underlying
collateral, and current economic conditions.

                                       20
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
-----------------------------------------------

Loans Receivable (Cont'd)
----------------

Uncollectible  interest on loans that are contractually past due is charged off,
or an allowance is established based on management's  periodic  evaluation.  The
allowance is  established  by a charge to interest  income equal to all interest
previously  accrued,  and income is  subsequently  recognized only to the extent
that cash payments are received until, in management's judgement, the borrower's
ability to make periodic interest and principal  payments is  reestablished,  in
which case the loan is returned to accrual status.

Premises and Equipment
----------------------

Land is  carried  at cost.  Premises  and  equipment  are  carried  at cost less
accumulated depreciation and amortization. Significant renovations and additions
are capitalized.  When assets are retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is reflected in income for the period.  The cost of maintenance and
repairs is charged to expense as incurred.  The Company computes depreciation on
a straight-line basis over the estimated useful lives of the assets.

Real Estate Owned
-----------------

Real estate  properties  acquired  through,  or in lieu of, loan foreclosure are
initially  recorded  at  the  lower  of  cost  or  fair  value  at the  date  of
foreclosure.  Costs  relating to  development  and  improvement  of property are
capitalized,  whereas  costs  relating to the holding of property are  expensed.
Subsequent valuations are periodically performed by management, and an allowance
for losses is  established  by a charge to operations if the carrying value of a
property  exceeds its fair value less estimated  selling cost.  Gains and losses
from  sale of  these  properties  are  recognized  as they  occur.  Income  from
operating properties is recorded in operations as earned.

Income Taxes
------------

Federal income taxes and state taxes have been provided on the basis of reported
income.  Deferred  income  taxes are  provided  for certain  items in income and
expenses which enter into the  determination  of income for financial  reporting
purposes in different periods than for income tax purposes.

Accounting for Stock-Based Compensation
---------------------------------------

Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation,"  issued by the Financial  Accounting Standards Board
("FASB"),   establishes   financial   accounting  and  reporting  standards  for
stock-based  employee  compensation  plans. While all entities are encouraged to
adopt  the  "fair  value  based  method"  of  accounting   for  employee   stock
compensation  plans,  SFAS 123 also  allows  an entity to  continue  to  measure
compensation  cost under such plans using the  "intrinsic  value  based  method"
specified in Accounting Principles Board Opinion ("APB") No. 25. The Company has
elected  to apply the  intrinsic  value  based  method.  Included  in Note 13 to
consolidated financial statements are the pro forma disclosures required by SFAS
123.

                                       21
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
----------------------------------------------

Earnings Per Share
------------------

Basic  earnings per share is computed by dividing net income for the year by the
weighted  average  number of shares of common  stock  outstanding,  adjusted for
unearned shares of the ESOP. Diluted earnings per share is computed by adjusting
the weighted average number of shares of common stock outstanding to include the
effect of outstanding stock options and compensation grants, if dilutive,  using
the treasury stock method.

Reclassification
----------------

Certain amounts for the year ended September 30, 1999, have been reclassified to
conform with the current year's presentation.

2.  INVESTMENT SECURITIES
-------------------------

Securities Available For Sale
<TABLE>
<CAPTION>
                                                                    September 30, 2000
                                                    ------------------------------------------------
                                                                     Gross Unrealized
                                                      Amortized   ----------------------   Carrying
                                                         Cost       Gains       Losses       Value
                                                    ------------------------  ----------  ----------
<S>                                                <C>           <C>         <C>         <C>
Federal National Mortgage
 Association Stock                                  $      2,888  $ 25,712    $     -     $  28,600
                                                    ============  ========    ==========  =========
</TABLE>
<TABLE>
<CAPTION>
                                                                    September 30, 1999
                                                    ------------------------------------------------
                                                                     Gross Unrealized
                                                      Amortized   ----------------------   Carrying
                                                         Cost       Gains       Losses       Value
                                                    ------------------------  ----------  ----------
<S>                                                <C>           <C>         <C>         <C>
Federal National Mortgage
 Association Stock                                  $      2,888  $  21,587   $     -     $  24,475
                                                    ============  =========   ==========  =========
</TABLE>
Securities Held to Maturity
<TABLE>
<CAPTION>
                                                                           September 30, 2000
                                                    ----------------------------------------------------
                                                                     Gross Unrealized
                                                      Amortized   ----------------------   Carrying
                                                         Cost       Gains       Losses       Value
                                                    ------------------------  -----------   ------------
<S>                                                <C>           <C>         <C>           <C>
U.S. Government and Agency Securities:
  Due in one year or less                           $    250,000  $       -   $     2,578   $    247,422
  Due after one year through five years                4,049,651          -        69,621      3,980,030
  Due after five years through ten years               1,948,885          -        79,598      1,869,287
  Due after ten years                                    289,378      6,497             -        295,875

Corporate Debt Instruments:
  Due in one year or less                                551,526          -         2,368        549,158
  Due after one year through five years                1,320,110          -        24,535      1,295,575
                                                    ------------  ---------   -----------    -----------
                                                    $ 8,409,550   $   6,497   $   178,700    $ 8,237,347
                                                    ===========   =========   ===========    ===========
</TABLE>
                                       22
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

2.  INVESTMENT SECURITIES (Cont'd)
-------------------------
<TABLE>
<CAPTION>
                                                                       September 30, 1999
                                                    ----------------------------------------------------
                                                                     Gross Unrealized
                                                      Amortized   ----------------------   Carrying
                                                         Cost       Gains       Losses       Value
                                                    ------------------------  -----------   ------------
<S>                                                <C>            <C>        <C>            <C>
U.S. Government and Agency Securities:
  Due in one year or less                           $    242,358   $   1,835  $        -     $  244,193
  Due after one year through five years             $  4,301,916           -      77,316      4,224,600
  Due after five years                                 2,237,586       5,856      84,161      2,159,281

Corporate Debt Instruments:
  Due after one year through five years                2,875,074         136      31,815      2,843,395
                                                    ------------   ---------  ----------    -----------

                                                    $  9,656,934   $   7,827  $  193,292     $9,471,469
                                                    ============   =========  ==========    ===========
</TABLE>
Securities  with a carrying  value of $250,000 and $242,000 as of September  30,
2000 and 1999, respectively are pledged as security for deposits of governmental
entities under the provisions of the  Governmental  Unit Deposit  Protection Act
(GUDPA).

There were no sales of securities  during the years ended September 30, 2000 and
1999.

  3.  MORTGAGE-BACKED SECURITIES, HELD TO MATURITY
<TABLE>
<CAPTION>
                                                                        September 30, 2000
                                                    ---------------------------------------------------
                                                                     Gross Unrealized
                                                      Amortized   ----------------------      Carrying
                                                         Cost        Gains       Losses         Value
                                                    ------------- ----------  -----------   -----------
<S>                                                 <C>            <C>         <C>           <C>
CMO                                                 $ 2,089,613    $   4,380   $   58,451    $2,035,542
GNMA                                                  1,249,508        1,659       10,283     1,240,884
FHLMC                                                   884,115        2,000          531       885,584
FNMA                                                    960,545        1,251       18,081       943,715
                                                    -----------    ---------  -----------   -----------
                                                    $ 5,183,781    $   9,290   $   87,346    $5,105,725
                                                    ===========    =========   ==========    ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                    September 30, 1999
                                                    ----------------------------------------------------
                                                                     Gross Unrealized
                                                      Amortized   ----------------------      Carrying
                                                         Cost        Gains       Losses         Value
                                                    ------------   -----------  ---------   ------------
<S>                                                 <C>           <C>          <C>          <C>
CMO                                                  $ 2,232,305   $     1,776  $  41,075    $ 2,193,006
GNMA                                                   1,628,910           154     30,896      1,598,168
FHLMC                                                  1,284,436           701     13,848      1,271,289
FNMA                                                   1,148,259         1,507     15,853      1,133,913
                                                    ------------   -----------  ---------    -----------
                                                     $ 6,293,910   $     4,138  $ 101,672    $ 6,196,376
                                                    ============   =========== ==========    ===========
</TABLE>
There  were no  sales of  mortgage-backed  securities  during  the  years  ended
September 30, 2000 and 1999.

                                       23
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


4.  LOANS RECEIVABLE, NET
-------------------------

                                                         September 30,
                                                 ----------------------------
                                                      2000            1999
                                                 ------------    ------------

First mortgage loans:
    One to four family residential               $ 20,997,483    $ 19,036,242
    Commercial real estate                          2,633,969       2,579,585
    Construction                                    2,186,261         754,901
                                                 ------------    ------------
                                                   25,817,713      22,370,728
                                                 ------------    ------------

Consumer and other loans:
    Home equity                                    14,836,440      13,234,546
    Automobile                                        193,051         238,372
    Secured by deposits                               135,382          92,946
    Student                                            39,523          23,609
    Unsecured                                         272,565         278,376
    Commercial                                        240,068          44,501
    Mobile home                                       147,087         112,536
                                                 ------------    ------------
                                                   15,864,116      14,024,886
                                                 ------------    ------------

            Total loans                            41,681,829      36,395,614
                                                 ------------    ------------
Less:
    Loans in process                                  962,335         507,897
    Net deferred loan origination (costs) fees        (55,148)        (32,922)
   Allowance for loan losses                          228,681         175,397
                                                 ------------    ------------
                                                    1,135,868         650,372
                                                 ------------    ------------
                                                 $ 40,545,961    $ 35,745,242
                                                 ============    ============

See Note 9 regarding loans pledged to secure borrowings.

At September 30, 2000 and 1999,  non-accrual  loans for which  interest had been
discontinued  totaled  approximately  $155,000 and  $385,000,  respectively.  If
interest  income on non-accrual  loans had been current in accordance with their
original  terms,  approximately  $13,500 and $59,000 of interest  income for the
years ended September 30, 2000 and 1999, respectively, would have been recorded.
Interest  income  actually  recognized on non-accrual  loans totaled $14,600 and
$27,700  for the years  ended  September  30,  2000 and 1999,  respectively.  At
September  30,  2000,  there were no  commitments  to lend  additional  funds to
borrowers whose loans are classified as non-accrual.

                                       24
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


 4.  LOANS RECEIVABLE, NET (Cont'd)
--------------------------

Activity in the allowance for loan losses is summarized as follows:

                                            Year Ending
                                           September 30,
                                     ----------------------
                                          2000         1999
                                     ---------    ---------

Balance - beginning                  $ 175,397    $ 279,140
Provision charged to income             47,000       21,000
Charge offs                             (1,364)    (124,743)
Recoveries                               7,648            -
                                     ---------    ---------

Balance - ending                     $ 228,681    $ 175,397
                                     =========    =========

The activity with respect to loans to directors, officers and associates of such
persons is as follows:

                                          Year Ending
                                         September 30,
                                     ----------------------
                                        2000         1999
                                     ---------    ---------

Balance - beginning                  $ 223,401    $ 240,544
Loans originated                       142,789        4,150
Collection of principal               (178,705)     (21,293)
                                     ---------    ---------

Balance - ending                     $ 187,485    $ 223,401
                                     =========    =========

All loans are collateralized by deposits and/or real estate.

5.  ACCRUED INTEREST RECEIVABLE
-------------------------------

                                         September 30,
                                      -------------------
                                        2000       1999
                                      --------   --------

Loans receivable                      $242,447   $196,772
Mortgage-backed securities              27,998     38,260
Investments                            123,232    139,696
                                      --------   --------
                                      $393,677   $374,728
                                      ========   ========

                                       25
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


6.   PREMISES AND EQUIPMENT
---------------------------
                                         September 30,
                                    -----------------------
                                       2000         1999
                                    ----------   ----------

Land                                $  379,435   $  379,435
Buildings and improvements             870,497      856,389
Furniture, fixtures and equipment      305,252      247,508
                                    ----------   ----------
                                     1,555,184    1,483,332

Less accumulated depreciation          465,670      396,662
                                    ----------   ----------
                                    $1,089,514   $1,086,670
                                    ==========   ==========

Useful lives used in the calculation of depreciation are as follows:

      Buildings                                       25 to 50 years
      Paving and other building related additions      5 to 10 years
      Furniture and equipment                          5 to 10 years


7.   LOAN SERVICING
-------------------

Mortgage  loans  serviced  for  others  are  not  included  in the  accompanying
consolidated statements of financial condition. The unpaid principal balances of
these loans are summarized as follows:

                                              September 30,
                                         -------------------------
                                            2000          1999
                                         -----------   -----------

Mortgage loan portfolios serviced for:
  FNMA                                   $15,309,000   $17,293,000
  Other                                      148,000       126,000
                                         -----------   -----------
                                         $15,457,000   $17,419,000
                                         ===========   ===========

Custodial  escrow  balances  maintained  in connection  with the foregoing  loan
servicing totaled approximately $207,000 and $241,000, at September 30, 2000 and
1999, respectively.

                                       26
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


8.  DEPOSITS
------------

Deposits consist of the following major classifications:
<TABLE>
<CAPTION>
                                                               September 30,
                                          --------------------------------------------------------
                                                          2000                         1999
                                          --------------------------   ---------------------------
                                           Weighted                    Weighted
                                            Average                     Average
                                             Yield        Amount          Yield         Amount
                                          ------------ -------------   ------------  -------------

<S>                                         <C>        <C>               <C>        <C>
Non-interest-bearing deposits                   -%      $ 7,932,475           -%     $  6,844,089
Interest-bearing checking accounts           1.29         8,191,445        1.15         7,558,924
Money market accounts                        3.79         4,253,245        2.15         4,919,430
Savings accounts                             2.50        12,986,914        2.50        12,975,756
Certificates of deposits                     5.60        20,107,281        4.64        17,737,942
                                                        -----------                  ------------
Total deposits                               3.21       $53,471,360        2.67      $ 50,036,141
                                                        ===========                   ===========
</TABLE>

The  aggregate  amount of deposits  with a balance of  $100,000 or more  totaled
approximately  $4,484,000  and  $2,401,000  at  September  30,  2000  and  1999,
respectively.

Scheduled maturities of certificates of deposit are as follows:

                                                        September 30,
                                                ---------------------------
                                                     2000         1999
                                                ---------------------------
                                                     (In Thousands)

      1 year or less                            $    15,750  $     14,332
      Over 1 year to 3 years                          3,933         2,862
      Over 3 years                                       42           544
                                                -----------  ------------
                                                $    20,107  $     17,738
                                                ===========  ============

Interest expense on deposits is summarized as follows:

                                                        Year Ending
                                                        September 30,
                                                ---------------------------
                                                      2000        1999
                                                ---------------------------

Interest-bearing checking accounts              $    106,906   $   108,167
Money market accounts                                177,583       135,008
Savings accounts                                     328,036       291,443
Certificates of deposit                              889,674       834,822
                                                ------------   -----------
        Total                                   $  1,502,199   $ 1,369,440
                                                ============   ===========

                                       27
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


9.   BORROWED FUNDS
-------------------

Borrowings consist of the following:
<TABLE>
<CAPTION>

                                                    September 30,
                                           --------------------------   Interest
                                                2000         1999         Rate
                                           -----------    ----------  ---------------
<S>                                      <C>            <C>             <C>
Advance from the Federal
 Home Loan Bank of New York
  maturing on October 1, 1999              $      -       $2,000,000      5.60%

ESOP debt requiring quarterly
  principal payments of $3,920,
  plus interest, maturing during 2007             -          125,440    prime +.375%
                                           -----------    ----------

                                           $      -       $2,125,440
                                           ===========    ==========
</TABLE>

The Company has available an overnight line of credit and a one-month  overnight
repricing  line of credit with the Federal Home Loan Bank of New York  ("FHLB"),
totaling  $6,819,000,  subject  to the  terms  and  conditions  of the  lender's
overnight  advance  program.  As of  September  30,  2000,  the  Company  had no
borrowings under this program

At September 30, 2000 and 1999, the FHLB advances were secured by pledges of the
Company's  investment  in the capital  stock of the FHLB  totaling  $387,800 and
$293,600  and  loans   receivable  with  a  carrying  value  of  $3,761,000  and
$4,177,000, respectively.

At  September  30,  1999,  the ESOP debt is secured  by shares of the  Company's
common stock.

10.  INCOME TAXES
-----------------

The Bank qualifies as a savings institution under the provisions of the Internal
Revenue Code and was therefore, prior to September 30, 1996, permitted to deduct
from  taxable  income an  allowance  for bad debts  based upon eight  percent of
taxable  income  before  such  deduction,  less  certain  adjustments.  Retained
earnings at September 30, 2000, include approximately $306,000 of such bad debt,
which, in accordance with FASB Statement No. 109, "Accounting for Income Taxes,"
is  considered a permanent  difference  between the book and income tax basis of
loans  receivable,  and for which income taxes have not been  provided.  If such
amount  is  used  for  purposes  other  than  for  bad  debt  losses,  including
distributions  in  liquidation,  it will be  subject  to income  tax at the then
current rate.

                                       28
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


10.  INCOME TAXES (Cont'd)
-----------------

The components of income taxes are summarized as follows:

                                                          Year Ended
                                                         September 30,
                                               -----------------------------
                                                     2000            1999
                                               -------------   -------------
      Current tax expense:
         Federal                               $     332,658   $     128,276
         State                                        29,921           5,966
                                               -------------   -------------
                                                     362,579         134,242
                                               -------------   -------------
      Deferred tax expense (benefit):
         Federal                                     (26,241)         52,531
         State                                        (2,387           4,779
                                               -------------   -------------
                                                     (28,628)         57,310
                                               -------------   -------------
                                               $     333,951   $     191,552
                                               =============   =============

The provision for federal income taxes differs from that computed at the federal
statutory rates of 34% as follows:

                                                          Year Ended
                                                         September 30,
                                               ----------------------------
                                                    2000            1999
                                               ------------   -------------

Tax at statutory rates                         $    290,742   $     161,819

Increase in tax resulting from:
  State taxes, net of federal tax effect             18,172           7,092
  Other items                                        25,037          22,641
                                               ------------   -------------
                                               $    333,951   $     191,552
                                               ============   =============
Effective rate                                           39%             40%
                                               ============   =============

                                       29
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


10.  INCOME TAXES (Cont'd)
-----------------

The  following  temporary  differences  gave rise to  deferred  tax  assets  and
liabilities:

                                                             September 30,
                                                    ----------------------------
                                                          2000          1999
                                                    --------------  ------------
Deferred tax assets:
  Allowance for loan losses                         $       71,837  $     53,607
  Depreciation                                               9,450         9,717
                                                    ----------------------------
     Total deferred tax assets                              81,287        63,324
                                                    --------------- ------------
Deferred tax liabilities:
  Appreciation of securities available for sale              9,251         8,430
  Accrual to cash adjustment                                61,030        78,676
  Deferred loan origination fees and costs, net             40,060        33,020
  Discounts on investments                                   2,083         2,142
                                                    ----------------------------
     Total deferred tax liabilities                        112,424       122,268
                                                    --------------  ------------
  Net deferred tax liability
       included in other liabilities                $       31,137  $     58,944
                                                    ==============  ============

11.  COMMITMENTS AND CONTINGENCIES
----------------------------------

Loan Commitments
----------------

The Company is a party to financial instruments with  off-balance-sheet  risk in
the normal course of business to meet the  financing  needs of its customers and
to reduce its own exposure to fluctuations  in interest  rates.  These financial
instruments include commitments to extend credit.  Those instruments involve, to
varying  degrees,  elements  of credit and  interest-rate  risk in excess of the
amount  recognized  in the  statements of financial  condition.  The contract or
notional  amounts  of those  instruments  reflect  the  extent of the  Company's
involvement in particular classes of financial instruments.

The  Company's  exposure  to credit loss in the event of  nonperformance  by the
other party to the  financial  instrument  for  commitments  to extend credit is
represented by the contractual notional amount of those instruments. The Company
uses the same credit policies in making commitments and conditional  obligations
as it does for on-balance-sheet instruments.

Unless  noted  otherwise,  the  Company  does not  require  collateral  or other
security to support financial instruments with credit risk.

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon,  the total  commitment  amounts do not  necessarily
represent  future cash  requirements.  The Company has approved  equity lines of
credit  unused but  accessible  to  borrowers  totaling  $3.9  million  and $3.7
million, at September 30, 2000 and 1999, respectively.  The Company's experience
has been that  approximately  60 percent of loan  commitments  are drawn upon by
customers.

                                       30
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


11.  COMMITMENTS AND CONTINGENCIES (Cont'd)
----------------------------------

Loan Commitments (Cont'd)
----------------

At September  30, 2000,  the Company had  outstanding  commitments  to originate
loans as follows:

      Fixed rate home equity loan, 8.25%                    $ 27,500
      Other secured loan, adjustable rate                     97,500
                                                            --------
                                                            $125,000
                                                            ========

Commitments are for 30 days for variable rate mortgages,  25 days for fixed rate
mortgages and 60 days for construction loans and commercial mortgages. There are
no commitments to sell any of the loans which have already been originated.

12.  REGULATORY CAPITAL
-----------------------

The Bank is subject to various regulatory capital  requirements  administered by
the federal banking agencies.  Failure to meet minimum capital  requirements can
initiate certain mandatory - and possible  additional  discretionary-actions  by
regulators  that,  if  undertaken,  could have a direct  material  effect on the
Bank's  financial   statements.   Under  capital  adequacy  guidelines  and  the
regulatory  framework for prompt corrective  action, the Bank must meet specific
capital  guidelines  that involve  quantitative  measures of the Bank's  assets,
liabilities, and certain off-balance-sheet items, as calculated under regulatory
accounting  practices.  The Bank's capital amounts and  classification  are also
subject to  qualitative  judgments  by the  regulators  about  components,  risk
weightings and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require  the Bank to  maintain  minimum  amounts  and  ratios  (set forth in the
following table) of tangible and core capital (as defined in the regulations) to
total  assets and of total  capital  (as  defined) to  risk-weighted  assets (as
defined). Management believes, as of September 30, 2000, that the Bank meets all
capital adequacy requirements to which it is subject.

As of  August  1999,  the most  recent  notification  from the  Office of Thrift
Supervision  (OTS)  categorized  the  Bank  as  "well   capitalized"  under  the
regulatory  framework for prompt  corrective  action. To be categorized as "well
capitalized,"  the Bank must maintain  minimum total risk-based and core ratios,
as set forth in the accompanying  table. There are no conditions or events since
that  notification  that  management  believes  have  changed the  institution's
category.

                                       31
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


12.  REGULATORY CAPITAL (Cont'd)
-----------------------

The Bank's actual  capital  amounts and ratios are also  presented in the table.
There is no deduction from capital for interest-rate risk.

<TABLE>
<CAPTION>
                                                                                            To be Well-
                                                                                        Capitalized Under
                                                                    For Capital         Prompt Corrective
                                                Actual        Adequacy Purposes         Action Provisions
                                      -----------------------------------------       --------------------
                                       Amount        Ratio     Amount       Ratio      Amount        Ratio
                                      --------     ---------  --------    ---------   --------     ---------
<S>                                  <C>          <C>      <C>              <C>      <C>            <C>
As of September 30, 2000:
  Risk-based capital                  $    5,548   15.52%   $    2,861       8.00%    $  3,575       10.00%
  Core capital                             5,319    8.89%        2,392       4.00%       2,990        5.00%
  Tangible capital                         5,319    8.89%          897       1.50%         N/A           -

As of September 30, 1999:
  Risk-based capital                  $    5,104   14.91%   $    2,738       8.00%    $  3,422       10.00%
  Core capital                             4,926    8.47%        2,327       4.00%       2,909        5.00%
  Tangible capital                         4,926    8.47%          873       1.50%         N/A           -
</TABLE>

13. BENEFIT PLANS
-----------------

Deferred Compensation Plan
--------------------------

The Company  maintains a deferred  compensation  plan for both the directors and
employees.

The  directors'  arrangement is an individual  contract  between the Company and
each  participating  director and can be terminated  at any time.  Directors may
participate at their own discretion.  The Company secures each separate deferred
compensation agreement by purchasing an investment grade life insurance contract
on each participating director. The Company is the owner and beneficiary of each
contract.  The use of the investment  grade  insurance  contracts as the funding
source of the program allows the Company to take advantage of  preferential  tax
treatment provided to insurance  contracts  qualified under IRS Sections 101 and
7702.

The employees'  arrangement meets the requirements of Sections 401(a) and 401(k)
of the Internal Revenue Code. Employees generally become eligible when they have
attained age 21 and have one year of service. Each participant may elect to have
his  compensation  reduced up to 10%. The reduction is  contributed to the plan.
The Company  will match 50% of the amount of salary  reduction  the  participant
elects to defer.  However,  in applying  this matching  percentage,  only salary
reductions of up to 6% of the participant's compensation will be considered. All
participants  become 100% vested upon  entering the plan.  Contributions  to the
plan by the Company totaled approximately $10,500 and $8,400 for the years ended
September 30, 2000 and 1999, respectively.

                                       32
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

13. BENEFIT PLANS (Cont'd)
-----------------

Directors Consultation and Retirement Plan
------------------------------------------

The Company  maintains a Directors  Consultation  and Retirement Plan ("DRP") to
provide retirement  benefits to directors of the Company who are not officers or
employees  ("Outside  Directors").  Any  director  who has  served as an Outside
Director  shall be a participant in the DRP, and payments under the DRP commence
once the Outside Director retires as a director of the Company. The DRP provides
a  retirement  benefit  based on the number of years of service to the  Company.
Outside  Directors  who have  completed  not less than 12 years of service shall
receive a benefit  equal to (50%) + 2.889%  times the number of years of service
in excess of 12,  multiplied  by the average  monthly Board Fee in effect at the
time of retirement.  The maximum benefit shall be 85% of such monthly Board Fee.
Benefits  shall be paid for a maximum of 84 months to the retired  directors,  a
surviving spouse, or the director's estate.

                                                        At or for
                                                     the Year Ending
                                                      September 30,
                                                  ----------------------
                                                    2000         1999
                                                  ---------    ---------

Change in Benefit Obligation:

Benefit obligation at beginning of year           $ 166,295    $ 160,843
   Service cost                                       9,122        8,953
   Interest cost                                     12,090       10,599
   Actuarial gain                                   (11,813)      (6,450)
   Annuity payments                                 (10,200)      (7,650)
                                                  ---------    ---------
Benefit obligation at end of year                   165,494      166,295
                                                  ---------    ---------
Change in plan assets:

Market value of assets - beginning                        -            -
Employer contributions                               10,200        7,650
Annuity payments                                    (10,200)      (7,650)
                                                  ---------    ---------
Market value of assets - ending                           -            -
                                                  ---------    ---------
Funded status                                      (165,494)    (166,295)
Amount contributed during fourth quarter              2,550        2,550
Unrecognized gain                                   (24,609)     (12,796)
Unrecognized past service liability                 107,232      118,041
                                                  ---------    ---------
Accrued plan cost included in other liabilities   $ (80,321)   $ (58,500)
                                                  =========    =========


                                       33
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


13.  BENEFIT PLANS (Cont'd)
------------------

Directors Consultation and Retirement Plan (Cont'd)
------------------------------------------
<TABLE>
<CAPTION>
                                                                                       Year Ended
                                                                                      September 30,
                                                                           ----------------------------------
                                                                                 2000             1999
                                                                           ---------------- ----------------
<S>                                                                       <C>              <C>
Net periodic plan cost included the following components:
   Service cost                                                            $         9,122  $         8,953
   Interest cost                                                                    12,090           10,599
   Amortization of past service cost                                                10,809           10,809
                                                                           ---------------  ---------------

Net periodic plan cost included in compensation
 and benefits                                                              $        32,021  $        30,361
                                                                           ===============  ===============
</TABLE>

A discount  rate of 8.0% and 7.5% and a rate of increase in future  compensation
levels of 5.5% and 5.5% were assumed in the plan  valuation  for the years ended
September 30, 2000 and 1999, respectively.

Supplemental Executive Retirement Plan

The Company had  maintained  a  supplemental  retirement  plan  ("SERP") for the
benefit of the Chief  Executive  Officer (CEO).  During the year ended September
30,  2000,  the plan's  sole  participant  terminated  his  employment  with the
Company.
<TABLE>
<CAPTION>
                                                                                         At or for
                                                                                     the Year Ending
                                                                                      September 30,
                                                                           ----------------------------------
                                                                                 2000             1999
                                                                           ---------------- ----------------
<S>                                                                      <C>              <C>
Change in Benefit Obligation:

Benefit obligation at beginning of year                                    $         1,607  $         1,591
   Service cost                                                                        441              434
   Interest cost                                                                       121              107
   Actuarial loss                                                                        -             (525)
   Curtailment                                                                      (2,169)               -
                                                                           ---------------  ---------------
Benefit obligation at end of year                                                        -            1,607

Plan assets                                                                              -                -
                                                                           ---------------  ---------------
Funded status                                                                            -           (1,607)
Unrecognized gain                                                                        -             (301)
Unrecognized past service liability                                                      -              730
                                                                           ---------------  ---------------
Accrued plan cost included in other liabilities                            $             -  $        (1,178)
                                                                           ===============  ===============
</TABLE>

                                       34
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

13.  BENEFIT PLANS (Cont'd)
------------------

Supplemental Executive Retirement Plan (Cont'd)
--------------------------------------
<TABLE>
<CAPTION>
                                                                         Year Ended
                                                                         September 30,
                                                              ----------------------------------
                                                                    2000             1999
                                                              ---------------- ----------------
<S>                                                         <C>              <C>
Net periodic plan cost included the following components:
   Service cost                                               $            441 $            434
   Interest cost                                                           121              107
   Amortization of past service cost                                         5               54
   Unrecognized (gain) loss                                                (10)               5
   Curtailment                                                          (1,784)               -
                                                              ---------------- ----------------
Net periodic plan cost included in compensation
 and benefits                                                 $         (1,178) $           600
                                                              ================  ===============
</TABLE>
A discount  rate of 7.50% was assumed in the plan  valuation  for the year ended
September 30, 1999.

Stock Option Plan
-----------------

On January 25, 1999,  the  stockholders  of the Company  approved a stock option
plan  (the  "Plan").  The Plan  provides  for  authorizing  the  issuance  of an
additional  19,596  shares of common  stock by the Company  upon the exercise of
stock options awarded to officers,  directors,  key employees, and other persons
providing services to the Company.  The Company may also purchase shares through
the open market.  The 19,596 shares of options under the Plan constitute  either
Incentive  Stock Options or Non- Incentive  Stock Options.  The following  table
summarizes the options granted and exercised under the Plan,  during the periods
indicated, and their respective weighted average exercise price:

<TABLE>
<CAPTION>
                                                      Year Ended September 30,
                                         ----------------------------------------------------
                                                     2000                         1999
                                         ------------------------     -----------------------
                                                       Weighted                     Weighted
                                          Number       Average         Number       Average
                                            of         Exercise          of         Exercise
                                          Shares        Price          Shares        Price
                                         --------    ------------     --------    -----------
<S>                                       <C>      <C>                <C>       <C>
Outstanding at beginning of period         14,308    $    14.25              -     $       -
Granted                                         -             -         14,308         14.25
Exercised                                       -             -              -             -
Forfeited                                  (4,900)        14.25              -             -
                                         --------    ----------      ---------    ----------
Outstanding at end of period                9,408    $    14.25         14,308    $    14.25
                                         ========    ==========       ========    ==========
Options exercisable at year end             9,408                        7,154
                                         ========                    =========

</TABLE>

                                       35
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

13.  BENEFIT PLANS (Cont'd)
------------------

SFAS 123, "Accounting for Stock-Based Compensation",  if fully adopted, requires
companies to measure employee stock  compensation  plans based on the fair value
method of accounting.  The Company has adopted the disclosure-only provisions of
SFAS 123.  Accordingly,  the Company applies APB 25,"Accounting for Stock Issued
to  Employees,"  and related  interpretations  in accounting  for its plans.  In
accordance  with APB 25, no  compensation  expense has been  recognized  for its
stock-based  compensation  plans  other  than for  restricted  stock.  Pro forma
disclosures  as if the Company fully adopted the cost  recognition  requirements
under SFAS 123 are presented below.

The estimated  weighted  average fair value of each stock option  granted during
fiscal  1999 was  estimated  as $5.30 on the date of  grant.  The fair  value of
options at the date of grant was estimated  using the  Black-Scholes  model with
the following weighted average  assumptions:  stock volatility of 16%; risk free
interest rate of 3.875%; and an expected life of 10 years. Had compensation cost
for the  grants  been  determined  based  upon the fair  value at the grant date
consistent  with the  methodology  prescribed  under SFAS 123, the Company's pro
forma net income and earnings per share would have been as follows:

                                                   Year Ended
                                                  September 30,
                                            -------------------------
                                                2000          1999
                                            ------------  -----------

Net income                                  $ 529,708     $ 243,930
Basic earnings per share                    $    1.28     $    0.59
Diluted earnings per share                  $    1.27     $    0.59

Restricted Stock Plan
---------------------

On January 25, 1999, the stockholders of the Company approved a restricted stock
plan (the  "Plan")  which  provides  for the  purchase of 7,838 shares of common
stock in the open  market.  All of the Common  Stock to be purchased by the Plan
will be purchased at the fair market value on the date of purchase. Awards under
the Plan were made in recognition of expected  future services to the Company by
its directors, officers, and key employees responsible for implementation of the
policies adopted by the Company's Board of Directors and as a means of providing
a further retention incentive. The expense of the plan will be accrued as shares
vest over a four-year period, beginning February, 1999. Plan expense was $18,000
and $29,000 for the years ended September 30, 2000 and 1999, respectively.

Employee Stock Ownership Plan
-----------------------------

Effective upon the consummation of the Bank's stock offering,  an Employee Stock
Ownership  Plan  ("ESOP") was  established  for all eligible  employees  who had
completed a twelve month period of  employment  with the Bank and at least 1,000
hours of  service,  and had  attained  the age of 21. The ESOP used  $156,800 in
proceeds from a term loan to purchase  15,680 shares of Bank common stock during
the stock  offering.  The term loan  principal  was  payable in equal  quarterly
installments  through September 30, 2007. Interest on the term loan was variable
at  a  rate  of  prime  plus  37.5  basis  points.  Each  year,  the  Bank  made
discretionary  contributions  to the ESOP which were equal to the  principal and
interest payments required on the term loan. During the year ended September 30,
2000,  Roebling  Financial  Corp, Inc. paid off the ESOP loan to the third party
Bank.

                                       36
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


13.  BENEFIT PLANS (Cont'd)
------------------

Employee Stock Ownership Plan (Cont'd)
-------------------------------------

Shares purchased with the loan proceeds were initially pledged as collateral for
the term loan and are held in a suspense  account  for future  allocation  among
participants.  Contributions  to the ESOP and shares  released from the suspense
account will be allocated among the  participants on the basis of  compensation,
as described by the Plan, in the year of allocation.

The ESOP is  accounted  for in  accordance  with  Statement  of  Position  93-6,
"Accounting  for  Employee  Stock  Ownership  Plans,"  which  was  issued by the
American   Institute  of  Certified   Public   Accountants   in  November  1993.
Accordingly,  the ESOP shares  pledged as collateral are reported as unallocated
ESOP shares in the statements of financial condition. As shares are committed to
be released from collateral,  the Bank reports compensation expense equal to the
current market price of the shares,  and the shares become outstanding for basic
net income per common share computations.  ESOP compensation expense was $20,000
and $22,000 for the years ended September 30, 2000 and 1999, respectively.

At September 30, 2000 and 1999,  the ESOP had  unallocated  shares of 10,976 and
12,544,  respectively.  Based  upon a $14.75  closing  price per share of common
stock  on  September  30,  2000,  the  unallocated  shares  had a fair  value of
$161,896.

14.  CHARTER CONVERSION, STOCK OFFERING, AND REORGANIZATION
-----------------------------------------------------------

On March 24, 1997, the Bank converted from a state-chartered  mutual savings and
loan to a federally - chartered mutual savings bank.

On February 24, 1997, the Board of Directors of the Bank unanimously adopted the
plan of  reorganization  whereby the Bank would reorganize into a mutual holding
company form of organization.

The Bank applied to the Office of Thrift  Supervision  and received  approval of
transactions   contemplated  by  the  plan  of   reorganization.   The  plan  of
reorganization authorized the Bank to offer stock in one or more stock offerings
up to a maximum  of 49.99% of the issued  and  outstanding  shares of its common
stock.

The  reorganization  was accomplished on October 2, 1997,  whereby the Bank, (i)
exchanged  its mutual  savings  association  charter for a federal stock savings
bank charter;  and (ii) organized a federally  chartered  mutual holding company
which owns in excess of 50% of the stock of the stock savings bank. Each savings
account of the Bank, at the time of the reorganization, became a savings account
in the newly-formed bank in the same terms and conditions,  except the holder of
each such deposit  account has liquidation  rights,  with respect to the holding
company, rather than the Bank.

As a result of the offering,  Roebling Financial Corp., M.H.C.  received 229,540
shares of the Bank's  stock and  $100,000  in cash.  The Bank's  Employee  Stock
Ownership  Plan purchased  15,680 shares.  Roebling Bank received gross proceeds
from the sale of 195,960  shares to the general  public,  including the ESOP, of
$1,959,600. Expenses associated with the offering totaled $171,438, resulting in
net capital  additions to the Bank of  $1,688,162,  net of the $100,000  used to
capitalize the mutual holding company.

                                       37
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


14.  CHARTER CONVERSION, STOCK OFFERING, AND REORGANIZATION (Cont'd)
-----------------------------------------------------------

On January 25, 2000, the Bank's  stockholders  approved an Agreement and Plan of
Reorganization (the "Plan" or "Reorganization"), providing for the establishment
of a mid-tier stock holding company.  The Plan provided for the establishment of
Roebling  Financial Corp,  Inc. (the Mid-Tier Stock Holding  Company) as a stock
holding  company parent of the Bank; the stock holding company is majority owned
by Roebling  Financial Corp, MHC, the Bank's mutual holding company.  The former
holders  of the  common  stock  of the  Bank  became  stockholders  of  Roebling
Financial Corp, Inc. and each outstanding  share of common stock (par value $.10
per share) of the Bank was  converted  into  shares of common  stock of Roebling
Financial Corp, Inc. on a one-for-one basis. The reorganization was completed on
January 31, 2000.

15.  IMPACT OF NEW ACCOUNTING STANDARDS
---------------------------------------

Accounting for Derivative Instruments and Hedging Activities
------------------------------------------------------------

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and Hedging  Activities.  SFAS No. 133  establishes  accounting and
reporting standards for derivative  instruments and for hedging  activities.  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value. In addition, certain provisions of this statement will permit, at
the date of initial  adoption of SFAS No.  133,  the  transfer  of any  held-to-
maturity  security  into  either the  available-for-sale  or  trading  category.
Transfers from the held-to-  maturity  portfolio at the date of initial adoption
will not call into question the entity's intent to hold other debt securities to
maturity in the future. In June 1999, the FASB issued SFAS 137,  "Accounting for
Derivative  Instruments and Hedging  Activities - Deferral of the Effective Date
of FASB Statement No. 133." SFAS 137 delays the original  effective date of SFAS
133. In accordance  with SFAS 137, SFAS 133 is effective for all fiscal quarters
of fiscal years  beginning  after June 15, 2000.  In June 2000,  the FASB issued
SFAS 138,  "Accounting  for Certain  Derivative  Instruments and Certain Hedging
Activities  - an  Amendment  of FASB  Statement  No.  133." SFAS 138 adds to the
accounting guidance for derivative instruments and hedging activities. SFAS 133,
as  amended  by SFAS  138,  is not  expected  to have a  material  impact on the
Company,  which does not intend to adopt the new  accounting  standards  earlier
than required.

16.  FAIR VALUES OF FINANCIAL INSTRUMENTS
-----------------------------------------

The  following  methods and  assumptions  were used by the Company in estimating
fair values of financial instruments as disclosed herein:

Cash and Short-Term Instruments
-------------------------------

The carrying amounts of cash and short-term  instruments  approximate their fair
value.

Available-for-Sale and Held-to-Maturity Securities
--------------------------------------------------

Fair values for securities, excluding restricted equity securities, are based on
quoted  market  prices.  The carrying  values of  restricted  equity  securities
approximate fair values.

                                       38
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


16.  FAIR VALUES OF FINANCIAL INSTRUMENTS (Cont'd)
-----------------------------------------

Loans Receivable
----------------

For variable-rate  loans that reprice  frequently and have no significant change
in credit  risk,  fair  values are based on  carrying  values.  Fair  values for
certain  mortgage  loans and  other  consumer  loans are based on quoted  market
prices of similar loans sold in conjunction  with  securitization  transactions,
adjusted for  differences  in loan  characteristics.  Fair values for commercial
real  estate and  commercial  loans are  estimated  using  discounted  cash flow
analyses,  using interest rates  currently  being offered for loans with similar
terms to borrowers of similar credit quality. Fair values for impaired loans are
estimated using discounted cash flow analyses or underlying  collateral  values,
where applicable.

Deposit Liabilities
-------------------

The fair values  disclosed for demand deposits are, by definition,  equal to the
amount  payable  on  demand at the  reporting  date.  The  carrying  amounts  of
variable-rate,  fixed-term  money market  accounts and  certificates  of deposit
(CD's)  approximate  their fair values at the  reporting  date.  Fair values for
fixed-rate  CD's are estimated  using a discounted  cash flow  calculation  that
applies  interest rates currently being offered on certificates to a schedule of
aggregated expected monthly maturities on time deposits.

Short-Term Borrowings
---------------------

The carrying amounts of federal funds purchased, and other short-term borrowings
maturing  within 90 days  approximate  their fair  values.  Fair values of other
short-term borrowings are estimated using discounted cash flow analyses based on
the Company's current incremental borrowing rates for similar types of borrowing
arrangements.

Long-Term Debt
--------------

The fair  value of  long-term  debt is  estimated  using  discounted  cash  flow
analysis based on the current  incremental  borrowing rates for similar types of
borrowing arrangements.

Accrued Interest Receivable
---------------------------

The carrying amounts of accrued interest approximate their fair values.

Off-Balance-Sheet Instruments
-----------------------------

In  the   ordinary   course  of  business   the   Company   has   entered   into
off-balance-sheet  financial  instruments  consisting of  commitments  to extend
credit. Such financial instruments are recorded in the financial statements when
they are funded or related fees are incurred or received.

                                       39
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


16.  FAIR VALUES OF FINANCIAL INSTRUMENTS (Cont'd)
-----------------------------------------

The  estimated  fair  values  of the  Company's  financial  instruments  were as
follows:

                                  September 30, 2000       September 30, 1999
                                --------------------     ----------------------
                                 Carrying     Fair       Carrying        Fair
Financial Assets                  Amount      Value       Amount         Value
----------------                ----------   -------     --------      --------
                                              (In Thousands)

Cash and cash equivalents       $ 3,574      $ 3,574      $ 3,573      $ 3,573
FHLB term deposits                    -            -          250          250
Certificates of deposit             300          300          300          300
Securities available for sale         2           29            2           24
Securities held to maturity       8,410        8,237        9,657        9,471
Mortgage-backed securities        5,184        5,106        6,294        6,196
Loans receivable                 40,546       40,102       35,745       35,100
Accrued interest receivable         394          394          375          375

Financial Liabilities
---------------------

Deposit liabilities              53,471       53,503       50,036       50,318
Borrowed funds                        -            -        2,125        2,125

The fair value  estimates are made at a discrete point in time based on relevant
market information and information about the financial  instruments.  Fair value
estimates are based on judgments  regarding  future  expected  loss  experience,
current  economic   conditions,   risk   characteristics  of  various  financial
instruments,  and other  factors.  These  estimates are subjective in nature and
involve uncertainties and matters of significant judgment and, therefore, cannot
be determined with precision.  Changes in assumptions could significantly affect
the  estimates.  Further,  the  foregoing  estimates  may not reflect the actual
amount  that could be  realized  if all or  substantially  all of the  financial
instruments were offered for sale.

In addition,  the fair value estimates were based on existing on-and-off balance
sheet financial  instruments  without attempting to value the anticipated future
business  and the  value of  assets  and  liabilities  that  are not  considered
financial  instruments.  Other  significant  assets and liabilities that are not
considered financial assets and liabilities include real estate owned,  premises
and equipment, and advances from borrowers for taxes and insurance. In addition,
the tax  ramifications  related to the  realization of the unrealized  gains and
losses  have a  significant  effect on fair  value  estimates  and have not been
considered in any of the estimates.

Finally,  reasonable  comparability  between  financial  institutions may not be
likely due to the wide range of  permitted  valuation  techniques  and  numerous
estimates which must be made given the absence of active  secondary  markets for
many of the financial instruments.  The lack of uniform valuation  methodologies
introduces a greater degree of subjectivity to these estimated fair values.

                                       40
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


17.  PARENT ONLY FINANCIAL INFORMATION
--------------------------------------

Roebling  Financial Corp, Inc.  operates its wholly owned  subsidiary,  Roebling
Bank. The earnings of the subsidiary are recognized by the holding company using
the equity method of  accounting.  Accordingly,  earnings of the  subsidiary are
recorded as increases in the investment in the subsidiary. The following are the
condensed financial statements for Roebling Financial Corp, Inc. (Parent Company
only)

                             STATEMENT OF CONDITION
                             ----------------------

                                                      September 30,
                                                           2000
                                                    --------------
Assets
      Cash and due from banks                       $       40,240
      ESOP loan receivable                                 109,760
      Investment in subsidiary                           5,337,364
                                                    --------------

           Total assets                             $    5,487,364
                                                    ==============

Liabilities                                                      -

Stockholders' equity                                $    5,487,364
                                                    --------------

Total liabilities and stockholders' equity          $    5,487,364
                                                    ==============


                               STATEMENT OF INCOME
                               -------------------

                                                    From Inception
                                                  January 31, 2000 to
                                                  September 30, 2000
                                                  ------------------

Equity in undistributed earnings of subsidiary      $      376,912
                                                    --------------

Net income                                          $      376,912
                                                    ==============


                                       41
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


17.  PARENT ONLY FINANCIAL INFORMATION (Cont'd)
--------------------------------------

                             STATEMENT OF CASH FLOWS
                             -----------------------

                                                              From Inception
                                                           January 31, 2000 to
                                                           September 30, 2000
                                                           ------------------

Cash flows from operating activities:
    Net income                                                   $376,912
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Equity in undistributed earnings of subsidiary           (376,912)
                                                                 --------
             Net cash provided by operating activities                  -
                                                                 --------
    Cash flows from investing activities:
        Loan to subsidiary, net of principal repayments          (109,760)
                                                                 --------
    Cash flows from financing activities:
        Capitalization by Bank at inception                       150,000
                                                                 --------

Net increase in cash and cash equivalents                          40,240

Cash and cash equivalents - beginning                                   -
                                                                 --------

Cash and cash equivalents - ending                               $ 40,240
                                                                 ========


                                       42
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

18.  QUARTERLY FINANCIAL DATA (UNAUDITED)

The following  table  contains  quarterly  financial  data (dollars in thousands
except per share data):

Year Ended September 30, 2000
-----------------------------
<TABLE>
<CAPTION>
                                                                Quarter Ended
                                            --------------------------------------------------------
                                            December 31,    March 31,    June 30,     September 30,
                                               1999           2000         2000           2000
                                            ------------  ------------  ----------    --------------
<S>                                        <C>           <C>           <C>           <C>
Total interest income                       $     956     $    1,001    $    1,068    $       1,036
Total interest expense                            366            374           403              415
                                            ---------     ----------    ----------    -------------
Net interest income                               590            627           665              621

Provision for loan losses                           7              9            13               18
Non-interest income                               109             95            90               77
Non-interest expense                              526            494           497              455
Income taxes                                       65             84            94               91
                                            ---------     ----------    ----------    -------------
Net income                                  $     101     $      135    $      151    $         134
                                            =========     ==========    ==========    =============
Net income per common share:
   Basic                                    $    0.24     $     0.33    $     0.37    $        0.32
   Diluted                                       0.24           0.33          0.36             0.32

Weighted average number of
common shares outstanding:
   Basic                                          413            413           413              414
   Diluted                                        422            415           416              416
</TABLE>

Year Ended September 30, 1999
-----------------------------
<TABLE>
<CAPTION>
                                                                Quarter Ended
                                            --------------------------------------------------------
                                            December 31,    March 31,    June 30,     September 30,
                                                1998          1999          1999           1999
                                            ------------  ------------  ----------    --------------
<S>                                        <C>           <C>           <C>           <C>
Total interest income                       $     799     $      862    $      879    $         957
Total interest expense                            339            341           349              355
                                            ---------     ----------    ----------    -------------
Net interest income                               460            521           530              602

Provision for loan losses                           1              4             6               10
Non-interest income                                95             72            87               59
Non-interest expense                              443            470           519              497
Income taxes                                       43             50            34               65
                                            ---------     ----------    ----------    -------------
Net income                                  $      68     $       69    $       58    $          89
                                            =========     ==========    ==========    =============
Net income per common share:
   Basic                                    $    0.17     $     0.17    $     0.14    $        0.21
   Diluted                                       0.17           0.17          0.14             0.21

Weighted average number of
common shares outstanding:
   Basic                                          411            412           412              413
   Diluted                                        411            413           413              414
</TABLE>
                                       43