UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM 10-Q

(mark one)

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

|                               |                   
|------------------------------ | ------------------
|For the quarterly period ended | September 30, 2004

or

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

|                               |  |    | 
|------------------------------ |  | -- | 
|For the transition period from |  | to | 

|                        |        
|----------------------- | -------
|Commission File Number: | 0-24040

|                                                                                      
|--------------------------------------------------------------------------------------
|PENNFED FINANCIAL SERVICES, INC.(Exact name of registrant as specified in its charter)

|                                                                       |  |                                               
|---------------------------------------------------------------------- |  | ----------------------------------------------
|Maryland(State or other jurisdiction of incorporation or organization) |  | 22-3297339(I.R.S. Employer Identification No.)

|                                                                                       |  |                     
|-------------------------------------------------------------------------------------- |  | --------------------
|622 Eagle Rock Avenue, West Orange, New Jersey(Address of principal executive offices) |  | 07052-2989(Zip Code)

|                                                                  
|------------------------------------------------------------------
|(973) 669-7366(Registrants telephone number, including area code)

|                                                                                     
|-------------------------------------------------------------------------------------
|N/A(Former name, former address and former fiscal year, if changed since last report)

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

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).YES  |X|.   NO  |_|.

APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE
YEARS:

Indicate
by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.YES  |_|.   NO  |_|.

As
of November 5, 2004, there were issued and outstanding 13,786,040 shares of the
Registrants Common Stock.

1

---



## PART I 
Financial InformationItem 1. Financial Statements

## PennFed
Financial Services, Inc. and SubsidiariesConsolidated Statements of
Financial Condition

|                                                                                   | September
      30,
      2004 |           | June
      30,
      2004 |  
|---------------------------------------------------------------------------------- | ------------------------------ | --------- | ------------------------- | -
|                                                                                   |                                |           |                           |  
|                                                                                   | (unaudited)                    |           | (audited)                 |  
|                                                                                   | (Dollars
      in thousands)   |          
|ASSETS                                                                             |                                |           |                           |  
|Cash
      and amounts due from depository institutions                            | $                              | 13,390    |                           | $
|Federal
      funds sold                                                           |                                |          |                           |  
|                                                                                   |                                |           |                           |  
|Cash
      and cash equivalents                                                    |                                | 13,390    |                           |  
|Investment
      securities available for sale, at market value, amortized cost of |                                |           |                           |  
|$4,715
      and $4,672 at September 30, 2004 and June 30, 2004                    |                                | 4,853     |                           |  
|Investment
      securities held to maturity, at amortized cost, market value of   |                                |           |                           |  
|$421,185
      and $413,215 at September 30, 2004 and June 30, 2004                |                                | 420,233   |                           |  
|Mortgage-backed
      securities held to maturity, at amortized cost, market value |                                |           |                           |  
|of
      $94,713 and $100,644 at September 30, 2004 and June 30, 2004              |                                | 93,025    |                           |  
|Loans
      receivable, net of allowance for loan losses of $6,070 and $6,249      |                                |           |                           |  
|at
      September 30, 2004 and June 30, 2004                                      |                                | 1,356,581 |                           |  
|Premises
      and equipment, net                                                  |                                | 21,437    |                           |  
|Real
      estate owned, net                                                       |                                | 473       |                           |  
|Federal
      Home Loan Bank of New York stock, at cost                            |                                | 22,123    |                           |  
|Accrued
      interest receivable, net                                             |                                | 10,878    |                           |  
|Other
      intangible assets                                                      |                                | 907       |                           |  
|Bank
      owned life insurance (BOLI)                                           |                                | 12,640    |                           |  
|Other
      assets                                                                 |                                | 5,712     |                           |  
|                                                                                   |                                |           |                           |  
|                                                                                   | $                              | 1,962,252 |                           | $
|                                                                                   |                                |           |                           |  
|LIABILITIES
      & STOCKHOLDERS EQUITY                                           |                                |           |                           |  
|Liabilities:                                                                       |                                |           |                           |  
|Deposits                                                                           | $                              | 1,236,230 |                           | $
|Federal
      Home Loan Bank of New York advances                                  |                                | 425,465   |                           |  
|Other
      borrowings                                                             |                                | 121,747   |                           |  
|Junior
      Subordinated Deferrable Interest Debentures, net of unamortized       |                                |           |                           |  
|issuance
      expenses of $1,252 and $1,263 at September 30, 2004 and             |                                |           |                           |  
|June
      30, 2004                                                                |                                | 42,048    |                           |  
|Mortgage
      escrow funds                                                        |                                | 7,112     |                           |  
|Accounts
      payable and other liabilities                                       |                                | 6,802     |                           |  
|                                                                                   |                                |           |                           |  
|Total
      liabilities                                                            |                                | 1,839,404 |                           |  
|                                                                                   |                                |           |                           |  
|                                                                                   |                                |           |                           |  
|Stockholders
      Equity:                                                        |                                |           |                           |  
|Serial
      preferred stock, $.01 par value, 7,000,000 shares authorized,         |                                |           |                           |  
|no
      shares issued                                                             |                                |          |                           |  
|Common
      stock, $.01 par value, 15,000,000 shares authorized, 13,778,400       |                                |           |                           |  
|and
      13,576,060 shares issued and outstanding at September 30, 2004           |                                |           |                           |  
|and
      June 30, 2004                                                            |                                | 138       |                           |  
|Additional
      paid-in capital                                                   |                                | 46,205    |                           |  
|Retained
      earnings, partially restricted                                      |                                | 76,423    |                           |  
|Accumulated
      other comprehensive income, net of taxes                         |                                | 82        |                           |  
|                                                                                   |                                |           |                           |  
|Total
      stockholders equity                                                   |                                | 122,848   |                           |  
|                                                                                   |                                |           |                           |  
|                                                                                   | $                              | 1,962,252 |                           | $
|                                                                                   |                                |           |                           |  

See notes to consolidated financial
statements.

2

---



## PennFed
Financial Services, Inc. and SubsidiariesConsolidated Statements of Income

|                                                            | Three
      months ended September 30,                       |           
|----------------------------------------------------------- | ------------------------------------------------------------ | ----------
|                                                            |                                                              |           
|                                                            | 2004                                                         |           
|                                                            |                                                              |           
|                                                            | (unaudited)                                                  |           
|                                                            | (Dollars
      in thousands, except
      per share amounts) |           
|                                                            |                                                              |           
|Interest
      and Dividend Income:                         |                                                              |           
|Interest
      and fees on loans                            | $                                                            | 18,477    
|Interest
      on federal funds sold                        |                                                              |          
|Interest
      and dividends on investment securities       |                                                              | 6,099     
|Interest
      on mortgage-backed securities                |                                                              | 1,229     
|                                                            |                                                              |           
|                                                            |                                                              | 25,805    
|                                                            |                                                              |           
|Interest
      Expense:                                     |                                                              |           
|Deposits                                                    |                                                              | 7,012     
|Borrowed
      funds                                        |                                                              | 7,014     
|Junior
      subordinated deferrable interest debentures    |                                                              | 708       
|                                                            |                                                              |           
|                                                            |                                                              | 14,734    
|                                                            |                                                              |           
|Net
      Interest and Dividend Income Before Provision     |                                                              |           
|for
      Loan Losses                                       |                                                              | 11,071    
|Provision
      for Loan Losses                             |                                                              |          
|                                                            |                                                              |           
|Net
      Interest and Dividend Income After Provision      |                                                              |           
|for
      Loan Losses                                       |                                                              | 11,071    
|                                                            |                                                              |           
|Non-Interest
      Income:                                  |                                                              |           
|Service
      charges                                       |                                                              | 726       
|Net
      gain from real estate operations                  |                                                              |          
|Net
      gain on sales of loans                            |                                                              | 24        
|Other                                                       |                                                              | 350       
|                                                            |                                                              |           
|                                                            |                                                              | 1,100     
|                                                            |                                                              |           
|                                                            |                                                              |           
|Non-Interest
      Expenses:                                |                                                              |           
|Compensation
      and employee benefits                    |                                                              | 3,193     
|Net
      occupancy expense                                 |                                                              | 539       
|Equipment                                                   |                                                              | 535       
|Advertising                                                 |                                                              | 167       
|Amortization
      of intangibles                           |                                                              | 453       
|Federal
      deposit insurance premium                     |                                                              | 41        
|Other                                                       |                                                              | 1,191     
|                                                            |                                                              |           
|                                                            |                                                              | 6,119     
|                                                            |                                                              |           
|                                                            |                                                              |           
|Income
      Before Income Taxes                            |                                                              | 6,052     
|Income
      Tax Expense                                    |                                                              | 2,264     
|                                                            |                                                              |           
|Net
      Income                                            | $                                                            | 3,788     
|                                                            |                                                              |           
|                                                            |                                                              |           
|Weighted
      average number of common shares outstanding: |                                                              |           
|Basic                                                       |                                                              | 13,735,629
|                                                            |                                                              |           
|Diluted                                                     |                                                              | 14,195,722
|                                                            |                                                              |           
|                                                            |                                                              |           
|Net
      income per common share:                          |                                                              |           
|Basic                                                       | $                                                            | 0.28      
|                                                            |                                                              |           
|Diluted                                                     | $                                                            | 0.27      
|                                                            |                                                              |           

See notes to consolidated financial
statements.

3

---



## PennFed
Financial Services, Inc. and SubsidiariesConsolidated Statements of
Comprehensive Income

|                                                                                | Three
      months ended September 30, |      
|------------------------------------------------------------------------------- | -------------------------------------- | -----
|                                                                                |                                        |      
|                                                                                | 2004                                   |      
|                                                                                |                                        |      
|                                                                                | (unaudited)                            |      
|                                                                                | (In thousands)                         |      
|                                                                                |                                        |      
|Net
      income                                                                | $                                      | 3,788
|Other comprehensive
      income, net of tax:                                   |                                        |      
|Net
      unrealized holding gains (losses) arising during period on investment |                                        |      
|securities
      available for sale                                             |                                        | 54   
|                                                                                |                                        |      
|Comprehensive
      income                                                      | $                                      | 3,842
|                                                                                |                                        |      

See notes to consolidated financial
statements.

4

---



## PennFed
Financial Services, Inc. and Subsidiaries Consolidated Statements of Changes
in Stockholders Equity

|                                       | For
      the Three Months Ended September 30, 2004 and 2003 |  
|-------------------------------------- | ------------------------------------------------------------ | -
|                                       |                                                              |  
|                                       | (unaudited)                                                  |  
|                                       |                                                              |  
|                                       | Serial 
      Preferred
      Stock                          |  
|                                       |                                                              |  
|                                       | (Dollars
      in thousands, except per share amounts)       |  
|                                       |                                                              |  
|Balance
      at June 30, 2003         | $                                                            | 
|Allocation
      of Employee Stock     |                                                              |  
|Ownership
      Plan (ESOP) stock    |                                                              |  
|ESOP
      adjustment                  |                                                              |  
|Purchase
      of 100,000 shares of    |                                                              |  
|treasury
      stock                   |                                                              |  
|Issuance
      of 164,298 shares of    |                                                              |  
|treasury
      stock for options       |                                                              |  
|exercised
      and Dividend           |                                                              |  
|Reinvestment
      Plan (DRP)        |                                                              |  
|Cash
      dividends of $0.05 per      |                                                              |  
|common
      share                     |                                                              |  
|Decrease
      in unrealized gain on   |                                                              |  
|investment
      securities available  |                                                              |  
|for
      sale, net of income taxes of |                                                              |  
|$(12)                                  |                                                              |  
|Net
      income for the three months  |                                                              |  
|ended
      September 30, 2003         |                                                              |  
|                                       |                                                              |  
|Balance
      at September 30, 2003    | $                                                            | 
|                                       |                                                              |  
|                                       |                                                              |  
|Balance
      at June 30, 2004         | $                                                            | 
|Repurchase
      of 177,800            |                                                              |  
|outstanding
      shares               |                                                              |  
|Issuance
      of 380,140 shares of    |                                                              |  
|stock
      for options exercised and  |                                                              |  
|DRP                                    |                                                              |  
|Stock
      options tax adjustment     |                                                              |  
|Cash
      dividends of $0.05 per      |                                                              |  
|common
      share                     |                                                              |  
|Increase
      in unrealized gain on   |                                                              |  
|investment
      securities available  |                                                              |  
|for
      sale, net of income taxes    |                                                              |  
|of
      $37                           |                                                              |  
|Declaration
      of two-for-one split |                                                              |  
|in
      the form of a 100% stock      |                                                              |  
|dividend                               |                                                              |  
|Net
      income for the three months  |                                                              |  
|ended
      September 30, 2004         |                                                              |  
|                                       |                                                              |  
|Balance
      at September 30, 2004    | $                                                            | 
|                                       |                                                              |  

See notes to consolidated financial
statements.

5

---



## PennFed
Financial Services, Inc. and SubsidiariesConsolidated Statements of Cash
Flows

|                                                                              | Three
      months ended September 30, |        
|----------------------------------------------------------------------------- | -------------------------------------- | -------
|                                                                              |                                        |        
|                                                                              | 2004                                   |        
|                                                                              |                                        |        
|                                                                              | (unaudited)                            |        
|                                                                              | (In
      thousands)                   |        
|                                                                              |                                        |        
|Cash
      Flows from Operating Activities:                                   |                                        |        
|Net
      income                                                              | $                                      | 3,788  
|Adjustments
      to reconcile net income to net cash provided by             |                                        |        
|operating
      activities:                                                   |                                        |        
|Net
      gain on sales of loans                                              |                                        | (24    
|Proceeds
      from sales of loans held for sale                              |                                        | 4,486  
|Amortization
      of investment and mortgage-backed securities               |                                        |        
|premium,
      net                                                            |                                        | 73     
|Depreciation
      and amortization                                           |                                        | 446    
|Amortization
      of cost of stock plans                                     |                                        |       
|Tax
      benefit related to stock options                                    |                                        | 2,861  
|Amortization
      of intangibles                                             |                                        | 453    
|Amortization
      of premiums on loans and loan fees                         |                                        | 468    
|Amortization
      of junior subordinated debentures issuance costs           |                                        | 11     
|Increase
      in BOLI                                                        |                                        | (128   
|(Increase)
      decrease in accrued interest receivable, net of accrued      |                                        |        
|interest
      payable                                                        |                                        | 230    
|(Increase)
      decrease in other assets                                     |                                        | (348   
|Decrease
      in accounts payable and other liabilities                      |                                        | (2,434 
|Decrease
      in mortgage escrow funds                                       |                                        | (2,627 
|Other,
      net                                                              |                                        | 5      
|                                                                              |                                        |        
|Net
      cash provided by operating activities                               |                                        | 7,260  
|                                                                              |                                        |        
|                                                                              |                                        |        
|Cash
      Flows from Investing Activities:                                   |                                        |        
|Proceeds
      from maturities of investment securities                       |                                        |       
|Purchases
      of investment securities held to maturity                     |                                        |       
|Purchases
      of investment securities available for sale                   |                                        | (43    
|Proceeds
      from principal repayments of mortgage-backed securities        |                                        | 7,009  
|Purchases
      of mortgage-backed securities                                 |                                        |       
|Net
      outflow from loan originations net of principal repayments of loans |                                        | (74,669
|Purchases
      of premises and equipment                                     |                                        | (197   
|Net
      inflow from real estate owned activity                              |                                        | 157    
|Purchase
      of BOLI                                                        |                                        |       
|Redemptions
      of Federal Home Loan Bank of New York stock                 |                                        | 1,650  
|                                                                              |                                        |        
|Net
      cash used in investing activities                                   |                                        | (66,093
|                                                                              |                                        |        
|                                                                              |                                        |        
|Cash
      Flows from Financing Activities:                                   |                                        |        
|Net
      increase (decrease) in deposits                                     |                                        | 47,217 
|Increase
      in advances from the Federal Home Loan Bank of New York        |                                        |        
|and
      other borrowings                                                    |                                        | 19,475 
|Repayment
      of advances from the Federal Home Loan Bank of New            |                                        |        
|York
      and other borrowings                                               |                                        | (50,000
|Increase
      (decrease) in other short term borrowings                      |                                        | 42,926 
|Cash
      dividends paid                                                     |                                        | (671   
|Repurchases
      of outstanding shares, net of reissuances                   |                                        | (1,583 
|                                                                              |                                        |        
|Net
      cash provided by (used in) financing activities                     |                                        | 57,364 
|                                                                              |                                        |        
|Net Decrease
      in Cash and Cash Equivalents                               |                                        | (1,469 
|Cash and
      Cash Equivalents, Beginning of Period                          |                                        | 14,859 
|                                                                              |                                        |        
|Cash and
      Cash Equivalents, End of Period                                | $                                      | 13,390 
|                                                                              |                                        |        

6

---



## PennFed
Financial Services, Inc. and SubsidiariesConsolidated Statements of Cash
Flows (continued)

|                                                                   | Three
      months ended September 30, |       
|------------------------------------------------------------------ | -------------------------------------- | ------
|                                                                   |                                        |       
|                                                                   | 2004                                   |       
|                                                                   |                                        |       
|                                                                   | (unaudited)                            |       
|                                                                   | (In
      thousands)                   |       
|                                                                   |                                        |       
|Supplemental
      Disclosures of Cash Flow Information:           |                                        |       
|Cash
      paid during the period for:                             |                                        |       
|Interest                                                           | $                                      | 13,521
|                                                                   |                                        |       
|Income
      taxes                                                 | $                                      | 200   
|                                                                   |                                        |       
|                                                                   |                                        |       
|Supplemental
Schedule of Non-Cash Activities:                      |                                        |       
|Transfer
      of loans receivable to loans held for sale, at cost | $                                      | 4,462 
|                                                                   |                                        |       
|Transfer
      of loans receivable to real estate owned, net       | $                                      | 630   
|                                                                   |                                        |       

See notes to consolidated financial
statements.

7

---



# PENNFED
FINANCIAL SERVICES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

## 1. Basis of
Presentation

The interim consolidated financial
statements of PennFed Financial Services, Inc. (PennFed) and subsidiaries
(with its subsidiaries, the Company) include the accounts of PennFed and its
subsidiaries (including Penn Federal Savings Bank (the Bank)). These interim
consolidated financial statements included herein should be read in conjunction with the
Companys Annual Report on Form 10-K for the year ended June 30, 2004. The interim
consolidated financial statements reflect all normal and recurring adjustments which are,
in the opinion of management, considered necessary for a fair presentation of the
financial condition and results of operations for the periods presented. There were no
adjustments of a non-recurring nature recorded during the three months ended September 30,
2004 and 2003. The interim results of operations presented are not necessarily indicative
of the results for the full year.

Stock Option Plans. All options previously granted under the Companys 1994 Stock Option
and Incentive Plan were accounted for in accordance with Accounting Principles Bulletin
No. 25, Accounting for Stock Issued to Employees. Accordingly, no compensation
expense has been recognized for the stock options. Pro forma net income and earnings per
share calculated as if the Company had accounted for employee stock options and other
stock based compensation under the fair value method would equal the amounts presented
within the consolidated statements of income for the three months ended September 30, 2004
and 2003.

## 2. Supplemental
Executive Retirement Plan and Directors Retirement Plan

The Company currently provides for a
Supplemental Executive Retirement Plan (SERP) and a Directors Retirement
Plan (DP) for certain key executive employees and directors. Benefits provided
are based primarily on years of service and compensation or fees. Both plans are unfunded
and at September 30, 2004, the benefit obligation of $464,000 is included in accounts
payable and other liabilities in the Consolidated Statements of Financial Condition. The
assumptions used in calculating the benefit obligation included a 4% compensation increase
rate and a discount rate of 3%. The accounting for these postretirement benefits is in
accordance with Statement of Financial Accounting Standards No. 87 Employers
Accounting for Pensions. The Company does not expect to make any contributions to
these plans during the fiscal year ending June 30, 2005.

Net periodic pension cost for the
Companys SERP and DP included the following components:

|                                         | Three
      months ended September 30, |   
|---------------------------------------- | -------------------------------------- | --
|                                         |                                        |   
|                                         | 2004                                   |   
|                                         |                                        |   
|                                         | SERP                                   |   
|                                         |                                        |   
|                                         | (In
      thousands)                   |   
|                                         |                                        |   
|Service
      cost                       | $                                      | 61
|Interest
      cost                      |                                        | 7 
|Amortization
      of prior service cost |                                        | (2
|                                         |                                        |   
|Net
      periodic pension expense       | $                                      | 66
|                                         |                                        |   

8

---



## 3. Computation of
Earnings Per Share (EPS)

The computation of EPS is presented
in the following table. All share and share related amounts reflect the effect of a stock
split described in Note 5.

|                                                             | Three
      months ended September 30,                       |           
|------------------------------------------------------------ | ------------------------------------------------------------ | ----------
|                                                             |                                                              |           
|                                                             | 2004                                                         |           
|                                                             |                                                              |           
|                                                             | (Dollars
      in thousands, except
      per share amounts) |           
|                                                             |                                                              |           
|Net
      income                                             | $                                                            | 3,788     
|                                                             |                                                              |           
|                                                             |                                                              |           
|Number
      of shares outstanding:                          |                                                              |           
|Weighted
      average shares issued and outstanding         |                                                              | 13,735,629
|Less: Average
      shares held by the ESOP                  |                                                              |          
|Plus: ESOP
      shares released or committed to be released |                                                              |           
|during
      the fiscal year                                 |                                                              |          
|                                                             |                                                              |           
|Average
      basic shares                                   |                                                              | 13,735,629
|Plus: Average
      common stock equivalents                 |                                                              | 460,093   
|                                                             |                                                              |           
|Average
      diluted shares                                 |                                                              | 14,195,722
|                                                             |                                                              |           
|                                                             |                                                              |           
|Earnings
      per common share:                             |                                                              |           
|Basic                                                        | $                                                            | 0.28      
|                                                             |                                                              |           
|Diluted                                                      | $                                                            | 0.27      
|                                                             |                                                              |           

## 4. Stockholders Equity
and Regulatory Capital

During the three months ended
September 30, 2004, the Company repurchased 177,800 shares (split adjusted) of its
outstanding common stock at prices ranging from $14.88 to $15.73 per share, for a total
cost of $2,717,000.

The Banks regulatory capital
amounts and ratios are presented in the following table.

|                                          | Actual                       |         | For Minimum 
      Capital Adequacy 
      Purposes |       | To Be Well 
      Capitalized Under 
      Prompt Corrective 
      Action Provisions
|----------------------------------------- | ---------------------------- | ------- | --------------------------------------------------- | ----- | -------------------------------------------------------------------------------------
|                                          |                              |         |                                                     |       |                                                                                      
|                                          | Amount                       |         | Ratio                                               |       | Amount                                                                               
|                                          |                              |         |                                                     |       |                                                                                      
|                                          | (Dollars
      in thousands)
|As
      of September 30, 2004            |                              |         |                                                     |       |                                                                                      
|Tangible
      capital, and ratio to      |                              |         |                                                     |       |                                                                                      
|adjusted
      total assets               | $                            | 168,108 |                                                     | 8.58  | %                                                                                    
|Tier
      I (core) capital, and ratio to |                              |         |                                                     |       |                                                                                      
|adjusted
      total assets               | $                            | 168,108 |                                                     | 8.58  | %                                                                                    
|Tier
      I (core) capital, and ratio to |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets                | $                            | 168,108 |                                                     | 16.16 | %                                                                                    
|Risk-based
      capital, and ratio to    |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets                | $                            | 174,216 |                                                     | 16.75 | %                                                                                    
|                                          |                              |         |                                                     |       |                                                                                      
|As
      of June 30, 2004                 |                              |         |                                                     |       |                                                                                      
|Tangible
      capital, and ratio to      |                              |         |                                                     |       |                                                                                      
|adjusted
      total assets               | $                            | 163,676 |                                                     | 8.61  | %                                                                                    
|Tier
      I (core) capital, and ratio to |                              |         |                                                     |       |                                                                                      
|adjusted
      total assets               | $                            | 163,676 |                                                     | 8.61  | %                                                                                    
|Tier
      I (core) capital, and ratio to |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets                | $                            | 163,676 |                                                     | 16.24 | %                                                                                    
|Risk-based
      capital, and ratio to    |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets                | $                            | 169,926 |                                                     | 16.86 | %                                                                                    

9

---



The previous table reflects
information for the Bank. Savings and loan holding companies, such as PennFed, are not
subject to capital requirements for capital adequacy purposes or for prompt corrective
action requirements. Bank holding companies, however, are subject to capital requirements
established by the Board of Governors of the Federal Reserve System (the FRB).

The following table summarizes the
Companys capital amounts and ratios under the FRBs capital requirements for
bank holding companies.

|                                   | Actual                       |         | For Minimum 
      Capital Adequacy 
      Purposes |       | To Be Well 
      Capitalized Under 
      Prompt Corrective 
      Action Provisions
|---------------------------------- | ---------------------------- | ------- | --------------------------------------------------- | ----- | -------------------------------------------------------------------------------------
|                                   |                              |         |                                                     |       |                                                                                      
|                                   | Amount                       |         | Ratio                                               |       | Amount                                                                               
|                                   |                              |         |                                                     |       |                                                                                      
|                                   | (Dollars
      in thousands)
|As
      of September 30, 2004     |                              |         |                                                     |       |                                                                                      
|Tier
      I capital, and ratio to |                              |         |                                                     |       |                                                                                      
|adjusted
      total assets        | $                            | 162,440 |                                                     | 8.27  | %                                                                                    
|Tier
      I capital, and ratio to |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets         | $                            | 162,440 |                                                     | 15.74 | %                                                                                    
|Total
      capital, and ratio to  |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets         | $                            | 168,548 |                                                     | 16.33 | %                                                                                    
|                                   |                              |         |                                                     |       |                                                                                      
|As
      of June 30, 2004          |                              |         |                                                     |       |                                                                                      
|Tier
      I capital, and ratio to |                              |         |                                                     |       |                                                                                      
|adjusted
      total assets        | $                            | 155,961 |                                                     | 8.19  | %                                                                                    
|Tier
      I capital, and ratio to |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets         | $                            | 155,961 |                                                     | 15.62 | %                                                                                    
|Total
      capital, and ratio to  |                              |         |                                                     |       |                                                                                      
|risk-weighted
      assets         | $                            | 162,211 |                                                     | 16.24 | %                                                                                    

## 5. Stock Split

On September 29, 2004, the
Companys Board of Directors declared a two-for-one stock split in the form of a 100%
stock dividend, payable on October 29, 2004 to common stockholders of record as of October
15, 2004. All share and share related amounts reflect the effect of the stock split.

10

---



## Item 2.  Managements
Discussion and Analysis of Financial Condition and Results of Operations

## Critical
Accounting Policies

The consolidated financial statements
are prepared in conformity with accounting principles generally accepted in the United
States of America. The preparation of the financial statements requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. While the company bases estimates on historical experience, current
information and other factors deemed to be relevant, actual results could differ from
those estimates. Management believes the following policies are both important to the
reported financial condition and results of operations and require subjective judgements
and are, therefore, considered critical accounting policies.

Allowance for Loan Losses - The allowance for loan losses is established through charges to income
based on managements evaluation of the probable credit losses presently inherent in
its loan portfolio. This evaluation, which includes a review of loans for which full
collectibility may not be reasonably assured, considers among other matters, loan
classifications, the estimated fair value of the underlying collateral, economic
conditions, historical loan loss experience, portfolio growth and composition and other
factors that warrant recognition in providing for an adequate loan loss allowance.

Loan losses are charged against the
allowance for loan losses when management believes that the recovery of principal is
unlikely. If, as a result of loans charged off or increases in the size or risk
characteristics of the loan portfolio, the allowance is below the level considered by
management to be adequate to absorb loan losses on existing loans, the provision for loan
losses is increased to the level considered necessary to provide an adequate allowance.
The allowance is an amount that management believes will be adequate to absorb probable
losses on existing loans that may become uncollectible, based on evaluations of the
collectibility of the loans. The evaluations take into consideration such factors as
changes in the nature and volume of the loan portfolio, overall portfolio quality, review
of specific problem loans and current economic conditions that may affect the
borrowers ability to pay. Economic conditions may result in the necessity to change
the allowance in order to react to deteriorating financial conditions of the
Companys borrowers. As a result, additional provisions on existing loans may be
required in the future if borrowers financial conditions deteriorate or if real
estate values decline.

Where appropriate, reserves are
allocated to individual loans that exhibit observed or probable credit weakness. For
example, reserves may be specifically assigned for loans that are 90 days or more past
due, loans where the borrower has filed for bankruptcy or loans identified by the
Companys internal loan review process. Reserves are based upon managements
estimate of the borrowers ability to repay the loan given the availability of
collateral, other sources of cash flow and legal options available to the Company. For
loans not subject to specific reserve allocations, historical loss rates by loan category
are applied. A reserve is maintained to recognize the imprecision in estimating and
measuring loss when evaluating reserves for individual loans or pools of loans. Reserves
on individual loans are reviewed no less frequently than quarterly and adjusted as
appropriate.

The Company has not substantively
changed any aspect of its overall approach in its determination of the level of the
allowance for loan losses. There have been no material changes in assumptions or
estimation techniques as compared to prior periods that impacted the determination of the
current period allowance.

Although management believes that it
uses the best information available to determine the allowances, unforeseen market
conditions could result in adjustments and net earnings could be significantly affected if
circumstances differ substantially from the assumptions used in making the final
determination. Future additions to the Companys allowance will be the result of
periodic loan, property and collateral reviews and thus cannot be predicted in advance. In
addition, federal regulatory agencies, as an integral part of the examination process,
periodically review the Companys allowance for loan losses. These agencies may
require the Company to record additions to the allowance level based upon their assessment
of the information available to them at the time of examination.

Accounting for Income Taxes - In the accounting for income taxes, the Company records amounts that
represent taxes payable for the current year as well as deferred tax assets and
liabilities arising from transactions that have differing effects for financial statements
and tax returns. Judgement is required in assessing the future tax effects of transactions
that have been recognized in the Companys consolidated financial statements or tax
returns. Fluctuations in the actual tax effects in future years could have an impact on
the Companys consolidated financial condition or results of operations.

11

---



## Forward-Looking
Statements

When used in this Form 10-Q and in
future filings by the Company with the Securities and Exchange Commission (the
SEC), in the Companys press releases or other public or shareholder
communications, and in oral statements made with the approval of an authorized executive
officer, the words or phrases will likely result, are expected to,
will continue, is anticipated, estimate,
project or similar expressions are intended to identify forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are subject to certain risks and uncertainties, including, among
other things, changes in economic conditions in the Companys market area, changes in
policies by regulatory agencies, fluctuations in interest rates and demand for loans in
the Companys market area, the relationship of short-term interest rates to long-term
interest rates, competition and terrorist acts that could cause actual results to differ
materially from historical earnings and those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made. The Company wishes to advise readers
that the factors listed above, as well as other factors, could affect the Companys
financial performance and could cause the Companys actual results for future periods
to differ materially from any opinions or statements expressed with respect to future
periods in any current statements.

The Company will not undertake 
and specifically declines any obligation  to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect events or
circumstances after the date of these statements or to reflect the occurrence of
anticipated or unanticipated events.

## Overview

PennFed has been, and intends to
continue to be, a community-oriented financial institution offering a variety of financial
services to meet the needs of the communities it serves. The Company has 24 full service
branch offices in New Jersey. The Company attracts deposits from the general public and
uses these deposits, together with borrowings and other funds, to originate and purchase
one- to four-family residential mortgage loans, and, to a lesser extent, to originate
commercial and multi-family real estate and consumer loans. The Company also invests in
mortgage-backed securities secured by one- to four-family residential mortgages and U.S.
government agency obligations. Through a relationship with an unaffiliated third party,
the Company offers insurance and uninsured non-deposit investment products to the
Companys customers and members of the general public. A wholly-owned subsidiary of
the Company participates in the ownership of a title insurance agency.

PennFeds loan portfolio growth
is dependent primarily on its ability to provide the products and services that meet the
needs of the customers in its market area. The Company offers fixed rate, adjustable rate
and balloon mortgage loans for residential and commercial purposes, as well as home
equity, consumer loans and non-mortgage business loans, with a variety of terms.
Residential first mortgage loans are the largest part of the portfolio, representing
approximately 78.6% at September 30, 2004. The level of interest rates also has a
significant impact on the ability of the Company to originate loans and on the amount of
prepayment activity and loan sales by the Company. Since June 30, 2004, the Companys
net loans receivable increased $69.1 million. This increase was primarily attributable to
strong loan origination levels and a slowdown in prepayments. During the three months
ended September 30, 2004, the Company sold $4.5 million of loans as a means to assist in
the management of interest rate risk.

The retention and the recruitment of
profitable deposit customers are vital to PennFeds ability to generate liquid funds
and to support the growth of non-interest income. The Company offers a number of different
deposit products and uses this product mix along with a strong focus on customer service
to attract customers and to build depositor relationships. The level of interest rates
also has a significant influence on the level of the Companys deposits. Since June
30, 2004, deposits increased $48.1 million, primarily due to a $12.7 million increase in
core deposits (checking, money market and savings accounts), the addition of $20.0 million
of brokered certificates of deposit and growth in medium-term retail certificates of
deposit. The increase in core deposits was accomplished through a combination of desirable
product features, focused marketing campaigns and competitive interest rates.

PennFeds future loan and
deposit growth is to a large extent directly tied in to the level of interest rates. If
long-term interest rates rise, origination levels may be reduced from the prior year.
Growth in the loan pipeline will depend on the Companys ability to aggressively seek
out customers in spite of the higher cost of residential and commercial borrowing. With
rising interest rates, loan origination volumes would likely be lower than recent years
and a reduction in the prepayment of loans currently in portfolio would be expected. The
Company has reinstituted its loan sale strategy with respect to new residential loan
product in order to assist in the management of risk associated with keeping longer term
loans on the balance sheet. With respect to deposits, increasing interest rates would
provide the Company with an additional opportunity for attracting depositors, some of whom
may have sought higher returns with mutual funds and other non-deposit investment products
when market rates were lower. The Company remains confident that by offering competitively
priced products and by striving for superior service, it will be able to maintain
profitable levels of loans and deposits during the current fiscal year.

12

---



The Companys results of
operations are dependent primarily on net interest income, which is the difference between
the income earned on its loan, mortgage-backed securities and investment portfolios and
its cost of funds, consisting of the interest paid on deposits and borrowings. General
economic and competitive conditions, particularly changes in interest rates, government
policies and actions of regulatory authorities, also significantly affect the
Companys results of operations. Future changes in applicable laws, regulations or
government policies may also have a material impact on the Company.

The lower level of prepayments
experienced during the three months ended September 30, 2004 positively impacted
PennFeds interest income and contributed to growth in the average balance of loans
outstanding, when compared to the prior year period. The Companys interest income is
primarily driven by interest earned on residential first mortgage loans, which increased
$1.4 million in the three months ended September 30, 2004 compared to the same period in
the prior year. The strong origination levels and the significant slowdown in the amount
of prepayments, relative to the prior year period, have contributed to the increase in
residential first mortgage interest income. Overall, net interest income increased $2.1
million during the current year period compared to the prior year period and the net
interest margin increased from 2.11% for the three months ended September 30, 2003 to
2.38% during the three months ended September 30, 2004. Lower cost of funds on other
borrowings due to the interest rate environment and the maturity of FHLB of New York
advances were the primary factors responsible for a decrease of $518,000 in interest
expense on FHLB of New York advances and other borrowings for the current year period
compared to the prior year period. A slowdown in loan prepayments, growth in the loan
portfolio and the repricing of certain deposits and other borrowings contributed to an
expansion in the net interest margin.

With a slowdown in refinance
activity, non-interest income has decreased compared to the level seen in the prior year
period. Loan service fees related to modifications and prepayments were not at the levels
seen in the three months ended September 30, 2003, when interest rates caused many
customers to refinance their loans or modify to reduce the interest rate of their loans.

While non-interest expenses for the
three months ended September 30, 2004 reflected the end of costs associated with funding
the Companys Employee Stock Ownership Plan (shares became fully allocated in the
2004 fiscal year), current expenses included a much less expensive replacement benefit
plan (essentially an increase in the 401(k) match) as well as costs associated with the
three branches opened during or since September 2003.

PennFeds future earnings are
inherently tied to the level of interest rates prevailing in the environment in which the
Company operates. If interest rates increase, the Companys interest expense on
deposits and wholesale borrowings will increase at a faster pace than the effects will be
seen in the Companys interest income on loans. This effect on interest expense is
due to the short-term repricing characteristics of a portion of the Companys deposit
and borrowing portfolios. As for interest income, loan commitments, generally locked in at
receipt, will result in loans closed at below-market rates should rates continue to rise.
As interest rates rise, a decline in loan prepayments will reduce cashflows available for
reinvestment at higher rates. By emphasizing the origination of adjustable rate and
biweekly loan products and continuing the sale of long-term fixed rate residential loans,
while also focusing on increasing the balance of core and longer term certificates of
deposit products and borrowings, PennFed can position itself to mitigate the effects of
rising interest rates.

## Financial
Condition

Assets. Total assets
increased $60.0 million to $1.962 billion at September 30, 2004 from total assets of
$1.902 billion at June 30, 2004. When compared to June 30, 2004, the increase at September
30, 2004 was primarily due to a $69.1 million increase in net loans receivable, reflecting
strong loan origination levels and a slowdown in loan prepayment activity.

Liabilities. Deposits
increased $48.1 million to $1.236 billion at September 30, 2004 from $1.188 billion at
June 30, 2004. An increase in core deposits (checking, money market and savings accounts)
of $12.7 million and the addition of $20.0 million of wholesale certificates of deposit,
coupled with growth in medium-term retail certificates of deposit, accounted for the
increase. At September 30, 2004, Federal Home Loan Bank (FHLB) of New York
advances and other borrowings totaled $547.2 million, reflecting a $12.4 million increase
from the $534.8 million at June 30, 2004.

13

---



Stockholders Equity.
Stockholders equity at September 30, 2004 totaled $122.8 million compared to $118.4
million at June 30, 2004. The increase primarily reflects the net income recorded for the
three months ended September 30, 2004 and the exercise of stock options, including the
related tax effect, partially offset by the repurchase of 177,800 shares of the
Companys outstanding stock at an average price of $15.27 per share and the
declaration of a cash dividend.

## Results of
Operations

General. For the three months
ended September 30, 2004, net income was $3.8 million, or $0.27 per diluted share,
compared to net income of $3.4 million, or $0.23 per diluted share, for the comparable
prior year period. Earnings per share amounts reflect the effect of a stock split
described in Note 5.  Stock Split,in the Notes to Consolidated
Financial Statements.

Interest and Dividend Income.
Interest and dividend income for the three months ended September 30, 2004 increased to
$25.8 million from $23.7 million for the three months ended September 30, 2003. In
general, the increase in interest and dividend income reflects a higher level of
interest-earning assets due to strong originations and the slowdown in prepayments in the
Companys loan and mortgage-backed securities portfolios during the current year
period. The effects of the increase were slightly offset by a lower yield earned on assets
as a result of prepayments of higher yielding loans and the origination of loans at lower
market interest rates during the last year. Average interest-earning assets were $1.881
billion for the three months ended September 30, 2004 compared to $1.716 billion for the
comparable prior year period. The average yield earned on interest-earning assets
decreased to 5.47% for the three months ended September 30, 2004 from 5.51% for the three
months ended September 30, 2003.

Interest income on residential one-
to four-family mortgage loans for the three months ended September 30, 2004 increased $1.4
million when compared to the prior year period. The increase in interest income on
residential one- to four-family mortgage loans was due to an increase in the average
balance of residential one- to four-family mortgage loans outstanding to $1.044 billion
from $927.7 million for the prior year period, as the result of strong origination levels
and a slowdown in prepayments during the current year period. Somewhat offsetting the
increase in interest income on residential one- to four-family mortgage loans for the
three months ended September 30, 2004 was a slight decrease in the average yield earned on
this loan portfolio to 5.32% for the three months ended September 30, 2004 from 5.39% for
the comparable prior year period, reflecting the payoff or refinance of higher yielding
loans and the origination of lower yielding loans over the last twelve months.

For the three months ended September
30, 2004, interest income on commercial and multi-family real estate loans was relatively
unchanged when compared to the prior year period. The average outstanding balance of
commercial and multi-family real estate loans increased $9.6 million for the three months
ended September 30, 2004, when compared to the prior year period. The effects of the
increase in the average balance of commercial and multi-family real estate loans was
offset by a decrease in the average yield earned on this loan portfolio. The average yield
decreased to 6.88% for the three months ended September 30, 2004, compared to 7.48% for
the three months ended September 30, 2003. As with other loans, the payoff of higher
yielding loans and the origination of loans at lower market interest rates has resulted in
a decline in the yield of the commercial and multi-family real estate loan portfolio.

Interest income on consumer loans
decreased $93,000 for the three months ended September 30, 2004, when compared to the
prior year period. The decrease in interest income for this loan portfolio was reflective
of the lower market interest rates. The average yield earned on consumer loans decreased
to 5.21% for the three months ended September 30, 2004 from 5.65% for the prior year
period. The effects of the lower average yield were nearly offset by an increase of $2.8
million in the average balance outstanding for the three months ended September 30, 2004,
when compared to the prior year period.

Interest income on investment
securities and other interest-earning assets increased $817,000 for the three months ended
September 30, 2004 compared to the prior year period. The increase in interest income on
investment securities and other interest-earning assets for the three months ended
September 30, 2004 was due to a $58.2 million increase in the average balance outstanding,
when compared to the prior year period. As a partial offset to the reduction in loans and
mortgage-backed securities during the past year due to increased prepayments, additional
investment securities were purchased. Further adding to the increase in interest income on
investment securities and other interest-earning assets for the three months ended
September 30, 2004 was a slight increase in the average yield earned on these securities
and other interest-earning assets. The average yield increased to 5.42% for the three
months ended September 30, 2004, compared to 5.39% for the three months ended September
30, 2003.

14

---



Interest income on the
mortgage-backed securities portfolio increased $101,000 for the three months ended
September 30, 2004, when compared to the prior year period. The average balance
outstanding of mortgage-backed securities increased $7.1 million for the three months
ended September 30, 2004 compared to the three months ended September 30, 2003. As with
investment securities, the purchase of mortgage-backed securities periodically over the
last twelve months was used as a partial offset to the reduction in loans and
mortgage-backed securities during the past year due to increased prepayments. In addition,
the increase in interest income on mortgage-backed securities was partially attributable
to an increase in the average yield earned on this securities portfolio to 5.09% for the
three months ended September 30, 2004 compared to 5.05% for the prior year period.

Interest Expense. Interest
expense decreased $70,000 for the three months ended September 30, 2004, when compared to
the prior year period. While the Companys cost of funds decreased, total average
deposits and borrowings increased. The average rate on deposits and borrowings was 3.22%
for the three months ended September 30, 2004, down from 3.55% for the prior year period,
as a result of lower market interest rates. Total average deposits and borrowings
increased $162.6 million for the three months ended September 30, 2004, when compared to
the three months ended September 30, 2003.

For the three months ended September
30, 2004, the average rate paid on deposits decreased to 2.30% from 2.43% for the three
months ended September 30, 2003. Average deposit balances increased $132.8 million from
$1.074 billion for the three months ended September 30, 2003 to $1.207 billion for the
current year period. The growth in deposits is partially reflective of the addition of
three new branches opened during or since September 2003 and the addition of wholesale
certificates of deposit.

The average cost of FHLB of New York
advances for the three months ended September 30, 2004 increased to 5.71% from 5.66% for
the three months ended September 30, 2003 while the average balance of FHLB of New York
advances decreased $69.9 million during the current year period, when compared to the
prior year period. For the three months ended September 30, 2004, the average balance of
other borrowings increased $99.7 million when compared to the three months ended September
30, 2003. The average rate paid on other borrowings decreased significantly to 2.22% for
the three months ended September 30, 2004 from 4.50% for the comparable prior year period.

Net Interest and Dividend
Income. Net interest and dividend income before provision for loan losses for the
three months ended September 30, 2004 was $11.1 million compared to $8.9 million recorded
in the prior year period. Average net interest-earning assets increased $2.6 million for
the three months ended September 30, 2004, when compared to the prior year period. The net
interest rate spread and net interest margin for the three months ended September 30, 2004
were 2.25% and 2.38%, respectively, an increase from 1.96% and 2.11% for the three months
ended September 30, 2003. The net interest margin expanded during the current year period
when compared to the prior year period principally due to a slowdown in loan prepayments,
growth in the loan portfolio and the repricing of certain deposits and other borrowings.

Provision for Loan Losses.
There was no provision for loan losses recorded for the three months ended September 30,
2004, which is consistent with the continuation of the Companys historically low
levels of non-accruing loans and loan chargeoffs. There was also no loan loss provision
recorded in the comparable prior year period. Management believes the current allowance
for loan losses is adequate to absorb probable losses on existing loans that may become
uncollectible. The allowance for loan losses at September 30, 2004 was $6.1 million
compared to $6.2 million at June 30, 2004. The allowance for loan losses as a percentage
of non-accruing loans was 365.88% at September 30, 2004, compared to 286.39% at June 30,
2004. Non-accruing loans were $1.7 million at September 30, 2004 compared to $2.2 million
at June 30, 2004. The allowance for loan losses as a percentage of total loans at
September 30, 2004 was 0.45% compared to 0.48% at June 30, 2004, primarily due to the
increase in the balance of the overall loan portfolio. See the discussion in this Form
10-Q under Critical Accounting Policies.

Non-Interest Income. For the
three months ended September 30, 2004, non-interest income was $1.1 million compared to
$2.0 million for the prior year period. The decrease in non-interest income for the three
months ended September 30, 2004 was primarily due to decreases in service charges and net
gain on sales of loans, when compared to the prior year period.

Service charge income for the three
months ended September 30, 2004 was $726,000, reflecting a decrease of $577,000 from the
$1.3 million recorded for the prior year period. Service charges decreased during the
three months ended September 30, 2004 principally due to a decline in fees associated with
various loan prepayments and/or modifications.

15

---



During the three months ended
September 30, 2004, the net gain on sales of loans was $24,000 compared to $334,000 for
the three months ended September 30, 2003. Approximately $2.6 million of conforming, fixed
rate one- to four-family residential mortgage loans were sold into the secondary market
during the three months ended September 30, 2004. During the three months ended September
30, 2003, approximately $38.5 million of conforming, fixed rate one- to four-family
residential mortgage loans were sold into the secondary market. The reduction in loan
sales can be attributed to a reduction in origination volumes coupled with borrowers
increased interest in adjustable rate and biweekly loans, which are retained in portfolio.
During the current year period, the Company also sold approximately $1.9 million of fixed
rate one- to four-family residential mortgage loans to another financial institution,
compared to $17.7 million sold to other financial institutions during the three months
ended September 30, 2003.

Non-Interest Expenses.
Non-interest expenses for the three months ended September 30, 2004 were $6.1 million, or
1.26% of average assets. For the comparable prior year period, non-interest expenses were
$5.7 million, or 1.28% of average assets. While current period expense levels reflect the
end of costs associated with funding the Companys Employee Stock Ownership Plan
(ESOP), expenses in the current year period include a much less expensive
replacement benefit plan for the ESOP, increased advertising expense and costs associated
with the three branches opened during or since September 2003.

Income Tax Expense. Income tax
expense was $2.3 million for the three months ended September 30, 2004 compared to $1.9
million for the three months ended September 30, 2003. The effective tax rate for the
three months ended September 30, 2004 was 37.4% compared to 35.7% for the three months
ended September 30, 2003. The increase in the effective tax rate was primarily due to
adjustments in valuation allowances established against state deferred tax assets.

16

---



## Analysis of
Net Interest Income

The following table sets forth
certain information relating to the Companys Consolidated Statements of Financial
Condition and the Consolidated Statements of Income for the three months ended September
30, 2004 and 2003 and reflects the average yield on assets and average cost of liabilities
for the periods indicated. Such yields and costs are derived from average daily balances.
The average balance of loans receivable includes non-accruing loans. The yields and costs
include fees which are considered adjustments to yields.

|                                          | Three
      Months Ended September 30,  
|----------------------------------------- | ----------------------------------------
|                                          |                                         
|                                          | 2004                                    
|                                          |                                         
|                                          |                                         
|                                          | Average 
      Outstanding
      Balance
|                                          |                                         
|                                          | (Dollars
      in thousands)            
|Interest-earning
      assets:            |                                         
|One-
      to four-family mortgage        |                                         
|loans                                     | $                                       
|Commercial
      and multi-family real    |                                         
|estate
      loans                        |                                         
|Consumer
      loans                      |                                         
|                                          |                                         
|Total
      loans receivable              |                                         
|                                          |                                         
|Federal
      funds sold                  |                                         
|Investment
      securities and other     |                                         
|Mortgage-backed
      securities          |                                         
|                                          |                                         
|Total
      interest-earning assets       |                                         
|                                          |                                         
|                                          |                                         
|Non-interest
      earning assets         |                                         
|                                          |                                         
|Total
      assets                        | $                                       
|                                          |                                         
|                                          |                                         
|Deposits
      and borrowings:            |                                         
|Money
      market and demand deposits    | $                                       
|Savings
      deposits                    |                                         
|Certificates
      of deposit             |                                         
|                                          |                                         
|Total
      deposits                      |                                         
|                                          |                                         
|FHLB
      of New York advances           |                                         
|Other
      borrowings                    |                                         
|Junior
      subordinated debentures      |                                         
|                                          |                                         
|Total
      deposits and borrowings       |                                         
|                                          |                                         
|                                          |                                         
|Other
      liabilities                   |                                         
|                                          |                                         
|Total
      liabilities                   |                                         
|Stockholders
      equity                |                                         
|                                          |                                         
|Total
      liabilities and stockholders |                                         
|equity                                    | $                                       
|                                          |                                         
|                                          |                                         
|Net
      interest income and net         |                                         
|interest
      rate spread                |                                         
|                                          |                                         
|                                          |                                         
|Net
      interest-earning assets and     |                                         
|interest
      margin                     | $                                       
|                                          |                                         
|                                          |                                         
|Ratio
      of interest-earning assets to |                                         
|deposits
      and borrowings             |                                         
|                                          |                                         

(1)  Annualized.

17

---



## Non-Performing
Assets

The table below sets forth the
Companys amounts and categories of non-performing assets. Loans are placed on
non-accrual status when the collection of principal or interest becomes delinquent more
than 90 days. There are no loans delinquent more than 90 days which are still accruing.
Real estate owned represents assets acquired in settlement of loans (generally through
foreclosure or a deed in lieu) and is shown net of valuation allowances.

|                                                            | September
      30,
      2004 |       | June
      30,
      2004 |  
|----------------------------------------------------------- | ------------------------------ | ----- | ------------------------- | -
|                                                            |                                |       |                           |  
|                                                            | (Dollars
      in thousands)   |      
|Non-accruing
      loans:                                   |                                |       |                           |  
|One-
      to four-family                                   | $                              | 1,632 |                           | $
|Commercial
      and multi-family                           |                                |      |                           |  
|Consumer                                                    |                                | 27    |                           |  
|                                                            |                                |       |                           |  
|Total
      non-accruing loans                              |                                | 1,659 |                           |  
|                                                            |                                |       |                           |  
|Real estate
      owned, net                                |                                | 473   |                           |  
|                                                            |                                |       |                           |  
|                                                            |                                |       |                           |  
|Total
      non-performing assets                           |                                | 2,132 |                           |  
|                                                            |                                |       |                           |  
|                                                            |                                |       |                           |  
|Total
      risk elements                                   | $                              | 2,132 |                           | $
|                                                            |                                |       |                           |  
|                                                            |                                |       |                           |  
|Non-accruing
      loans as a percentage of total loans     |                                | 0.12  | %                         |  
|                                                            |                                |       |                           |  
|                                                            |                                |       |                           |  
|Non-performing
      assets as a percentage of total assets |                                | 0.11  | %                         |  
|                                                            |                                |       |                           |  
|                                                            |                                |       |                           |  
|Total risk
      elements as a percentage of total assets   |                                | 0.11  | %                         |  
|                                                            |                                |       |                           |  

## Interest Rate
Sensitivity

Interest Rate Sensitivity Gap. The interest rate risk inherent in assets and liabilities may be determined by
analyzing the extent to which such assets and liabilities are interest rate
sensitive and by measuring an institutions interest rate sensitivity
gap. An asset or liability is said to be interest rate sensitive within a
defined time period if it matures or reprices within that period. The difference or
mismatch between the amount of interest-earning assets maturing or repricing within a
defined period and the amount of interest-bearing liabilities maturing or repricing within
the same period is defined as the interest rate sensitivity gap. An institution is
considered to have a negative gap if the amount of interest-bearing liabilities maturing
or repricing within a specified time period exceeds the amount of interest-earning assets
maturing or repricing within the same period. If more interest-earning assets than
interest-bearing liabilities mature or reprice within a specified period, then the
institution is considered to have a positive gap. Accordingly, in a rising interest rate
environment, in an institution with a negative gap, the cost of its rate sensitive
liabilities would theoretically rise at a faster pace than the yield on its rate sensitive
assets, thereby diminishing future net interest income. In a falling interest rate
environment, a negative gap would indicate that the cost of rate sensitive liabilities
would decline at a faster pace than the yield on rate sensitive assets and improve net
interest income. For an institution with a positive gap, the reverse would be expected.

At September 30, 2004, the
Companys total deposits and borrowings maturing or repricing within one year
exceeded its total interest-earning assets maturing or repricing within one year by $88.8
million, representing a one year negative gap of 4.52% of total assets, compared to a one
year negative gap of $148.6 million, or 7.81%, of total assets at June 30, 2004. The
Companys gap position changed from June 30, 2004 primarily due to a decline in
market interest rates, which resulted in a moderate increase in prepayment activity
assumptions on loans and mortgage-backed securities. The accelerated cash flows were also
affected by the early redemption of a callable agency security. Additionally, due to the
recent decrease in long-term interest rates, certain investment securities with callable
features are now assumed to be redeemed within one year. Furthermore, the short-term
estimated cash flows of the Companys interest-bearing liabilities decreased due to
the extension of medium-term borrowings and certificates of deposits maturing beyond one
year.

In evaluating the Companys
exposure to interest rate risk, certain limitations inherent in the method of interest
rate gap analysis must be considered. For example, although certain assets and liabilities
may have similar maturities or periods to repricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types of assets
and liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market rates. Additionally,
certain assets, such as adjustable rate mortgages, have features which restrict changes in
interest rates in the short-term and over the life of the asset. Further, in the event of
a change in interest rates, prepayment and early withdrawal levels may deviate
significantly from those assumed in calculating the gap position. Finally, the ability of
many borrowers to service their debt may decrease in the event of an interest rate
increase. The Company considers all of these factors in monitoring its exposure to
interest rate risk.

18

---



Net Portfolio Value. The
Companys interest rate sensitivity is regularly monitored by management through
additional interest rate risk (IRR) measures, including an IRR Exposure
Measure or Post-Shock NPV ratio and a Sensitivity Measure. A
low Post-Shock NPV ratio indicates greater exposure to IRR. Greater exposure can result
from a high sensitivity to changes in interest rates. The Sensitivity Measure is the
change in the NPV ratio, in basis points, caused by a 2% increase or decrease in rates,
whichever produces a larger decline. At least quarterly, and generally monthly, management
models the change in net portfolio value (NPV) over a variety of interest rate
scenarios. NPV is the present value of expected cash flows from assets, liabilities and
off-balance sheet contracts. An NPV ratio, in any interest rate scenario, is defined as
the NPV in that rate scenario divided by the market value of assets in the same scenario.
Assumptions used in calculating interest rate sensitivity are periodically reviewed and
modified as appropriate.

As of September 30, 2004, due to
historically low interest rate levels, the effect of a 2% decrease in interest rates could
not be simulated. As of September 30, 2004, the Banks internally generated initial
NPV ratio was 9.90%. Following a 2% increase in interest rates, the Banks Post-Shock
NPV ratio was 8.46%. The change in the NPV ratio, or the Banks Sensitivity Measure,
was negative 1.44%. As of September 30, 2004, the Companys internally generated
initial NPV ratio was 9.53%, the Post-Shock ratio was 8.04%, and the Sensitivity Measure
was negative 1.49%. As of June 30, 2004, the Banks Post-Shock NPV ratio and
Sensitivity Measure were 7.87% and negative 1.72%, respectively, and the Companys
Post-Shock NPV ratio and Sensitivity Measure were 7.30% and negative 1.91%, respectively.
Both the Post-Shock NPV ratio and the Sensitivity Measure improved since June 30, 2004.
The improvement in the Sensitivity Measure is primarily attributable to a decline in the
projected duration of assets and an extension in the duration of liabilities. Asset
duration decreased principally due to a moderate increase in prepayment estimates due to a
decline in longer term market rates. Liability duration increased with the extension of
wholesale borrowing maturities, growth in core deposit balances and longer term
certificates of deposit. Variances between the Banks and the Companys NPV
ratios are attributable to balance sheet items which are adjusted during consolidation,
such as investments, intercompany borrowings and capital.

Internally generated NPV measurements
are based on simulations which utilize institution specific assumptions, including
discount and decay rates, and generally result in lower levels of presumed interest rate
risk than Office of Thrift Supervision (OTS) measurements indicate.

The OTS measures the Banks IRR
on a quarterly basis using data from the quarterly Thrift Financial Reports filed by the
Bank with the OTS, coupled with non-institution specific assumptions which are based on
national averages. As of June 30, 2004 (the latest date for which information is
available), the Banks initial NPV ratio, as measured by the OTS, was 8.82%, the
Banks Post-Shock ratio was 4.77% and the Sensitivity Measure was negative 4.05%.

In addition to monitoring NPV and
gap, management also monitors the duration of assets and liabilities and the effects on
net interest income resulting from parallel and non-parallel increases or decreases in
rates.

At September 30, 2004, based on its
internally generated simulation models, the Companys consolidated net interest
income projected for one year forward would decrease 5.3% from the base case, or current
market, as a result of an immediate and sustained 2% increase in interest rates. Although
interest rates are not expected to rise 2% immediately, interest rate projections over the
next year assume a rise in interest rates and a tightening of the rate spread between the
3-month U.S. treasury bill and the 10-year U.S. treasury bond. If short term rates rise
more quickly than long term rates, interest rate risk measures would be expected to
improve but earnings would likely be negatively affected.

## Liquidity and
Capital Resources

The Companys primary sources of
funds are deposits, principal and interest payments on loans and mortgage-backed
securities, and borrowings from the FHLB of New York. While scheduled loan repayments and
maturing investments are relatively predictable, deposit flows and early loan repayments
are more influenced by interest rates, general economic conditions and competition. The
Company has competitively set rates on deposit products for selected terms and, when
necessary, has supplemented deposits with longer-term or less expensive alternative
sources of funds.

19

---



The Bank maintains appropriate levels
of liquid assets. The Companys most liquid assets are cash and cash equivalents,
U.S. government agency securities and mortgage-backed securities. The levels of these
assets are dependent on the Banks operating, financing, lending and investing
activities during any given period.

In the event the Company should
require funds beyond its ability to generate them internally, additional sources of funds
are available through the use of FHLB of New York advances, reverse repurchase agreements
and various overnight repricing lines of credit. The Company uses its liquid resources
principally to fund maturing certificates of deposit and deposit withdrawals, to purchase
loans and securities, to fund existing and future loan commitments, and to meet operating
expenses. Management believes that loan repayments and other sources of funds will be
adequate to meet the Companys foreseeable liquidity needs. Future liquidity
requirements are not expected to be significantly different from historical experience.

The Companys cash needs for the
three months ended September 30, 2004 were provided by operating activities, including the
sale of loans, an increase in deposits, an increase in other borrowings, and principal
repayments of loans and mortgage-backed securities. During the three months ended
September 30, 2004, the cash provided was used to repay FHLB of New York advances and
other borrowings and to fund investing activities, which included the origination of
loans. During the three months ended September 30, 2003, the cash needs of the Company
were provided by operating activities, including the sale of loans, proceeds from
maturities of investment securities and principal repayments of loans and mortgage-backed
securities. During this period, the cash provided was used for investing activities, which
included the origination of loans and the purchase of investment and mortgage-backed
securities, as well as to fund a decrease in deposits and the repayment of FHLB of New
York advances and other borrowings. Additionally, during the three months ended September
30, 2003, the cash provided was used to fund an investment in BOLI.

## Item 3.
Quantitative and Qualitative Disclosures About Market Risk

The Companys most significant
form of market risk is interest rate risk, as the majority of its assets and liabilities
are sensitive to changes in interest rates. See the discussion in this Form 10-Q under
Item 2. Managements Discussion and Analysis of Financial Condition and Results
of OperationsInterest Rate Sensitivity.

## Item 4.
Controls and Procedures

|(a) | Evaluation
of Disclosure Controls and Procedures:
|--- | -------------------------------------------------

An evaluation of the
Registrants disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934 (the Act)) was carried out as of September
30, 2004 under the supervision and with the participation of the Registrants Chief
Executive Officer, Chief Financial Officer and several other members of the
Registrants senior management. The Registrants Chief Executive Officer and
Chief Financial Officer concluded that, as of September 30, 2004, the Registrants
disclosure controls and procedures are effective in ensuring that the information required
to be disclosed by the Registrant in the reports it files or submits under the Act is (i)
accumulated and communicated to the Registrants management (including the Chief
Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded,
processed, summarized and reported within the time periods specified in the SECs
rules and forms.

|(b) | Changes
in Internal Controls:
|--- | -----------------------------

During the quarter ended September
30, 2004, no change occurred in the Registrants internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the
Registrants internal control over financial reporting.

20

---



## PART II 
Other Information

|Item 1. | Legal ProceedingsNone.
|------- | ----------------------

|Item 2. | Unregistered Sales of Equity Securities
and Use of ProceedsThe
following table summarizes the Companys stock repurchase activity for each month
during the three months ended September 30, 2004. All shares repurchased during the three
months ended September 30, 2004 were repurchased in the open market.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 |  | Total
      Number
      of Shares
      Repurchased |         | Average 
      Price Paid
      Per Share |   | Total Number 
      of Shares Purchased
      as Part of Publicly
      Announced Plan |  | Maximum
      Number 
      of Shares that May
      Yet Be Purchased 
      Under the Plan
|-------------------------------- |  | ---------------------------------------------------- | ------- | ----------------------------------------- | - | -------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------
|                                 |  |                                                      |         |                                           |   |                                                                                        |  |                                                                                            
|Repurchases
      for the Month  |  |                                                      |         |                                           |   |                                                                                        |  |                                                                                            
|                                 |  |                                                      |         |                                           |   |                                                                                        |  |                                                                                            
|July
      1 - July 31, 2004     |  |                                                      |        |                                           |   |                                                                                       |  |                                                                                            
|August
      1 - August 31, 2004 |  |                                                      | 128,200 |                                           | $ | 15.21                                                                                  |  |                                                                                            
|Sept.
      1 - Sept. 30, 2004   |  |                                                      | 49,600  |                                           | $ | 15.43                                                                                  |  |                                                                                            
|                                 |  |                                                      |         |                                           |   |                                                                                        |  |                                                                                            
|Total
      repurchases          |  |                                                      | 177,800 |                                           | $ | 15.27                                                                                  |  |                                                                                            
|                                 |  |                                                      |         |                                           |   |                                                                                        |  |                                                                                            

| | At
September 30, 2004, the Company had one repurchase plan under which it had not yet
completed all approved repurchases. This repurchase plan was publicly announced February
27, 2004 and authorized the Company to repurchase up to 5%, or 670,000, of its
outstanding shares over the following 18 months.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 3. | Defaults Upon Senior SecuritiesNone.
|------- | ------------------------------------

|Item 4. | Submission of Matters to a Vote of Security Holders
None.
|------- | ---------------------------------------------------------

|Item 5. | Other InformationNone.
|------- | ----------------------

|Item 6. | ExhibitsSee
Exhibit Index.
|------- | --------------------------

21

---



# SIGNATURES

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

|November 9, 2004
      
                  Date |  | PENNFED
FINANCIAL SERVICES, INC.
By: /s/ Joseph L. LaMonica
       
       Joseph L. LaMonica 
       President and Chief
       Executive Officer
       (Principal Executive Officer)
|------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|November 9, 2004
      
                  Date |  | By: /s/ Claire M. Chadwick
             
             Claire M. Chadwick 
             Executive Vice President,
             Chief Financial Officer and
             Controller
             (Principal Financial and Accounting Officer)
|------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

---



# EXHIBIT INDEX

|Regulation
      S-K 
      Exhibit 
      Number |  | Document                                                                            |  | Reference
      to
      Prior Filing
      or Exhibit 
      Number
|------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | --------------------------------------------------------------------
|                                                 
|2                                                 |  | Plan
      of acquisition, reorganization, arrangement, liquidation or succession   |  | None                                                                
|3
      (i)                                       |  | Articles
      of Incorporation                                                     |  | (a)                                                                 
|3
      (ii)                                      |  | Bylaws                                                                              |  | (a)                                                                 
|4                                                 |  | Instruments
      defining the rights of security holders, including indentures     |  | (b)                                                                 
|4
      (i)                                       |  | Stockholder
      Protection Rights Agreement                                       |  | (c)                                                                 
|10                                                |  | Material
      contracts:                                                           |  |                                                                     
|                                                  |  | (a)
      Employee Stock Ownership Plan                                             |  | (d)                                                                 
|                                                  |  | (b)
      1994 Amended and Restated Stock Option and Incentive Plan                 |  | (e)                                                                 
|                                                  |  | (c)
      Employment Agreement with Joseph L. LaMonica                              |  | (f)                                                                 
|                                                  |  | (d)
      Employment Agreement with Patrick D. McTernan                             |  | (f)                                                                 
|                                                  |  | (e)
      Employment Agreement with Jeffrey J. Carfora                              |  | (f)                                                                 
|                                                  |  | (f)
      Employment Agreement with Barbara A. Flannery                             |  | (f)                                                                 
|                                                  |  | (g)
      Employment Agreement with Claire M. Chadwick                              |  | (f)                                                                 
|                                                  |  | (h)
      Employment Agreement with Maria F. Magurno                                |  | (f)                                                                 
|                                                  |  | (i)
      Supplemental Executive Retirement Plan                                    |  | (g)                                                                 
|                                                  |  | (a)
      First Amendment to the Supplemental Executive Retirement Plan             |  | (h)                                                                 
|                                                  |  | (j)
      Supplemental Executive Death Benefit Plan                                 |  | (h)                                                                 
|                                                  |  | (k)
      Outside Directors Retirement Plan                                        |  | (g)                                                                 
|                                                  |  | (m)
      Form of Consulting Agreement                                              |  | (g)                                                                 
|11                                                |  | Statement
      re: computation of per share earnings                               |  | 11                                                                  
|18                                                |  | Letter
      re: change in accounting principles                                    |  | None                                                                
|19                                                |  | Report
      furnished to security holders                                          |  | None                                                                
|22                                                |  | Published
      report regarding matters submitted to vote of security holders      |  | None                                                                
|23                                                |  | Consents
      of experts and counsel                                               |  | None                                                                
|24                                                |  | Power
      of Attorney                                                             |  | None                                                                
|31.1                                              |  | Certification
      Required by Securities Exchange Act of 1934 Rule 13a-14(a)      |  |                                                                     
|                                                  |  | (Chief
      Executive Officer)                                                     |  | 31.1                                                                
|31.2                                              |  | Certification
      Required by Securities Exchange Act of 1934 Rule 13a-14(a)      |  |                                                                     
|                                                  |  | (Chief
      Financial Officer)                                                     |  | 31.2                                                                
|32                                                |  | Certifications
      Required by Section 1350 of Title 18 of the United States Code |  | 32                                                                  
|99                                                |  | Additional
      Exhibits                                                           |  | Not
      applicable                                                

---

| | (a) | Included
as appendices to the Companys definitive proxy statement under the Securities Exchange
Act of 1934, filed with the Securities and Exchange Commission on September 22, 2003
(File          No. 0-24040).  Such previously filed document is hereby incorporated by
reference in accordance with Item 601 of Regulation S-K.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The
Company hereby agrees to furnish the Securities and Exchange Commission, upon request,
the instruments defining the rights of the holders of each issue of the Companys
long-term debt.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Filed
as an exhibit to the Companys Registration Statement on Form 8-A under the Securities
Exchange Act of 1934, filed with the Securities and Exchange Commission on March 28, 1996
as          amended on Form 8-A/A (the Form 8-A/A) filed with the Securities and
Exchange Commission on February 11, 1998, as further amended on Form 8-A/A-2 (the Form
8-A/A-2) filed with the          Securities and Exchange Commission on October 14, 1998
and as further amended on Form 8-A/A-3 (the Form 8-A/A-3) filed with the Securities and
Exchange Commission on March 1, 2004.  The          First Amendment to the Stockholders
Protection Rights Agreement is filed as an exhibit to the Form 8-A/A, the Second
Amendment to the Stockholders Protection Rights Agreement is filed as an          exhibit
to the Form 8-A/A-2, the Third Amendment to the Stockholders Protection Rights Agreement
is filed as an exhibit to the Current Report on Form 8-K filed by the Company with the
         Securities and Exchange Commission on October 29, 2003 and the Fourth Amendment
to the Stockholder Protection Rights Agreement is filed as an exhibit to the Form
8-A/A-3.  These documents are          hereby incorporated by reference in accordance
with Item 601 of Regulation S-K.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Filed
as an exhibit to the Companys Registration Statement on Form S-1 under the Securities
Act of 1933, filed with the Securities and Exchange Commission on March 25, 1994
(Registration          No. 33-76854).  Such previously filed document is hereby
incorporated by reference in accordance with Item 601 of Regulation S-K.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

---



| | (e) | Filed
as an exhibit to the Companys Form 10-K under the Securities Exchange Act of 1934, filed
with the Securities and Exchange Commission on September 24, 2001 (File No. 0-24040).
 Such          previously filed document is hereby incorporated by reference in
accordance with Item 601 of Regulation S-K.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | Filed
as an exhibit to the Companys Current Report on Form 8-K under the Securities Exchange
Act of 1934, filed with the Securities and Exchange Commission on September 15, 2004
(File No.          0-24040).  All of such previously filed documents are hereby
incorporated by reference in accordance with Item 601 of Regulation S-K.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | Filed
as an exhibit to the Companys Form 10-K under the Securities Exchange Act of 1934, filed
with the Securities and Exchange Commission on September 22, 2003 (File No. 0-24040).
 Such          previously filed document is hereby incorporated by reference in
accordance with Item 601 of Regulation S-K.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | Filed
as an exhibit to the Companys Form 10-Q under the Securities Exchange Act of 1934, filed
with the Securities and Exchange Commission on February 17, 2004 (File No. 0-24040).
 Such          previously filed document is hereby incorporated by reference in
accordance with Item 601 of Regulation S-K.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

---