UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

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

For the quarterly period ended September 30, 2000   Commission File No. 0-23271

                         RICHMOND COUNTY FINANCIAL CORP.
             (Exact name of Registrant as specified in its charter)


                 Delaware                            06-1498455
        (State of Incorporation)      (I.R.S. Employer Identification Number)


                              1214 Castleton Avenue
                          Staten Island, New York 10310
               (Address of principal executive offices) (Zip Code)

                                  718-448-2800
              (Registrant's telephone number, including area code)


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

                                    Yes X    No
                                       ---     ---

Indicate the nubmer of shares  outstanding  of each of the  Issuer's  classes of
common stock, as of the latest practicable date.

As of  November  9, 2000,  there  were  26,772,201  shares of the  common  stock
outstanding.

<PAGE>2

                                    FORM 10-Q
                         RICHMOND COUNTY FINANCIAL CORP.
                                     INDEX

                                                                          Page

PART I.  FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

Consolidated Statements of Financial Condition
at September 30, 2000 and June 30, 2000.................................   3

Consolidated Statements of Operations
for the three months ended September 30, 2000 and 1999..................   4

Consolidated Statements of Changes in Stockholders' Equity
for the three months ended September 30, 2000 and 1999..................   5

Consolidated Statements of Cash Flows
for the three months ended September 30, 2000 and 1999..................   6

Notes to Unaudited Consolidated Financial Statements....................   7

ITEM 2.  Management's Discussion and Analysis
of Financial Condition and Results of Operations........................   9

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk.....  17

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings..............................................  18

ITEM 2. Changes in Securities and Use of Proceeds.......................  18

ITEM 3. Defaults Upon Senior Securities.................................  18

ITEM 4. Submission of Matters to a Vote of Security Holders.............  18

ITEM 5. Other Information...............................................  18

ITEM 6. Exhibits and Reports on Form 8-K................................  19

Exhibit Index...........................................................  20

Signature Page..........................................................  21

================================================================================
Statements  contained  in this Form  10-Q  which  are not  historical  facts are
forward-looking  statements,  as that term is defined in the Private  Securities
Litigation  Reform Act of 1995. Such  forward-looking  statements are subject to
risks and  uncertainties  which could cause actual results to differ  materially
from those projected.  Such risks and uncertainties include potential changes in
interest rates, competitive factors in the financial services industry,  general
economic  conditions,  the effect of new legislation and other risks detailed in
documents filed by the Company with the Securities and Exchange  Commission from
time to time.
================================================================================

<PAGE>3

                   RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 (In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
                                                                            September 30,      June 30,
                                                                                2000             2000
                                                                            ------------    ------------
                                                                             (Unaudited)
<S>                                                                         <C>             <C>

                     Assets

Cash and due from banks                                                      $   55,214      $   47,684
Federal funds sold                                                                  150               -
Securities held to maturity:
     Mortgage-backed and mortgage-related securities                             56,490          57,161
      (estimated market value of $54,437 and $54,068, respectively)
Securities available for sale:
     Investment securities                                                      272,519         257,485
     Mortgage-backed and mortgage-related securities                            805,475         707,446
Mortgage loans:
     1-4 family                                                                 962,622         842,350
     Multifamily                                                                594,832         549,151
     Commercial real estate                                                     106,732         108,532
     Construction                                                                77,508          65,603
                                                                             ----------      ----------
Total mortgage loans                                                          1,741,694       1,565,636
Other loans                                                                      20,804          21,478
     Plus:    Unearned loan fees, net                                             1,982           1,392
     Less:    Allowance for loan losses                                         (18,484)        (14,698)
                                                                             ----------      ----------
Loans, net                                                                    1,745,996       1,573,808
Federal Home Loan Bank stock                                                     41,014          38,873
Banking premises and equipment, net                                              30,010          26,115
Accrued interest receivable                                                      21,808          18,170
Other real estate owned                                                             236             509
Goodwill                                                                         70,803          43,324
Other assets                                                                    109,141         110,646
                                                                             ----------      ----------
          Total assets                                                       $3,208,856      $2,881,221
                                                                             ==========      ==========
             Liabilities and Stockholders' Equity
Demand deposits                                                              $  223,677      $  207,894
Savings, N.O.W. and Money market accounts                                       995,089         888,706
Certificates of deposit                                                         840,972         693,276
                                                                             ----------      ----------
          Total deposits                                                      2,059,738       1,789,876
Borrowings                                                                      829,592         773,690
Accrued expenses and other liabilities                                           12,921          11,245
                                                                             ----------      ----------
          Total liabilities                                                   2,902,251       2,574,811
                Stockholders' Equity
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued             -               -
Common stock, $.01 par value, 75,000,000 shares authorized; 32,737,134
  issued; 27,097,608 and 28,065,972  shares outstanding,
  at September 30, 2000 and June 30, 2000, respectively.                            327             327
Additional paid-in-capital                                                      329,751         329,718
Retained earnings-substantially restricted                                      150,447         145,231
Unallocated common stock held by
  Employee Stock Ownership Plan ("ESOP")                                        (29,817)        (30,249)
Unearned compensation MRP Stock                                                 (12,278)        (13,147)
Treasury stock, at cost, 5,639,526 and 4,606,662 shares
  at September 30, 2000 and June 30, 2000, respectively.                       (101,517)        (82,541)
Accumulated other comprehensive income:
  Net unrealized loss on securities available for sale, net of tax              (30,308)        (42,929)
                                                                             ----------      ----------
          Total stockholders' equity                                            306,605         306,410
                                                                             ----------      ----------
          Total liabilities and stockholders' equity                         $3,208,856      $2,881,221
                                                                             ==========      ==========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements.

<PAGE>4

                  RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>

                                                                       For the
                                                                 Three Months Ended
                                                                   September 30,
                                                                 -------------------
                                                                    (Unaudited)
                                                                  2000       1999
                                                                 --------   --------
<S>                                                              <C>        <C>

Interest income:
   Loans                                                         $33,489    $26,063
   Debt and equity securities                                      6,628      6,224
   Mortgage-backed and mortgage-related securities                13,698     14,246
   Federal funds sold and interest-earning bank balances             228        182
                                                                 -------    -------
       Total interest income                                      54,043     46,715
                                                                 -------    -------
Interest expense:
   Deposits                                                       17,719     12,513
   Borrowed funds                                                 10,711     10,614
                                                                 -------    -------
       Total interest expense                                     28,430     23,127
                                                                 -------    -------
   Net interest income                                            25,613     23,588
   Provision for loan losses                                         300        300
                                                                 -------    -------
   Net interest income after provision for loan losses            25,313     23,288
                                                                 -------    -------
Non-interest income:
   Fee income
                                                                   2,663      2,440
   Net (loss)/gain on sale of securities and loans                   (76)       703
   Other                                                             825        774
                                                                 -------    -------
       Total non-interest income                                   3,412      3,917
                                                                 -------    -------
Non-interest expense:
   Salaries and employee benefits                                  7,439      6,815
   Occupancy costs                                                 1,652      1,487
   Computer service fees                                           1,429      1,394
   Advertising                                                       500        491
   FDIC insurance premiums                                           120        115
   Other                                                           1,845      1,735
                                                                 -------    -------
       Total general and administrative                           12,985     12,037
   Amortization of goodwill and other intangibles                  1,106        817
                                                                 -------    -------
       Total non-interest expense
                                                                  14,091     12,854
                                                                 -------    -------
   Income before income taxes
                                                                  14,634     14,351
   Provision for income taxes                                      5,270      5,242
                                                                 -------    -------
Net income                                                       $ 9,364    $ 9,109
                                                                 =======    =======
   Earnings per share:
       Basic                                                     $  0.38    $  0.32
       Diluted                                                   $  0.38    $  0.32
</TABLE>

       See accompanying notes to unaudited consolidated financial statements.

<PAGE>5


                RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             (In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
                                                           RETAINED      ACCUMULATED    UNALLOCATED   UNEARNED
                                              ADDITIONAL   EARNINGS         OTHER         COMMON       COMMON
                                      COMMON   PAID-IN   SUBSTANTIALLY  COMPREHENSIVE   STOCK HELD   STOCK HELD  TREASURY
                                      STOCK    CAPITAL    RESTRICTED    (LOSS)/INCOME     BY ESOP      BY MRP     STOCK      TOTAL
                                     -----------------------------------------------------------------------------------------------

<S>                                  <C>      <C>         <C>           <C>             <C>          <C>         <C>       <C>

BALANCE AT JUNE 30, 2000             $   327  $ 329,718   $ 145,231     $ (42,929)      $ (30,249)   $ (13,147)  $(82,541) $306,410

Comprehensive income:
  Net income                               -          -       9,364             -               -            -          -     9,364
Other comprehensive income,
     net of tax:
  Net unrealized loss on
     certain securities, net of tax        -          -           -        12,621               -            -          -    12,621
                                                                                                                           ---------
Comprehensive income                                                                                                         21,985
                                                                                                                           ---------
Cash dividends paid on common stock        -          -      (4,148)            -               -            -          -    (4,148)
Allocation of ESOP and MRP stock           -         40           -             -             432          869          -     1,341
Common stock repurchased
     (908,300 shares)                      -          -           -             -               -            -    (19,065)  (19,065)
Treasury stock issued for
  options exercised (4,936 shares)         -         (7)          -             -               -            -         89        82
                                     -----------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 2000        $   327  $ 329,751   $ 150,447     $ (30,308)      $ (29,817)   $ (12,278) $(101,517) $306,605
                                     ===============================================================================================

BALANCE AT JUNE 30, 1999             $   327  $ 330,122   $ 122,784     $ (16,192)      $ (31,978)   $ (16,885) $ (17,967) $370,211

Comprehensive income:
  Net income                               -          -       9,109             -               -            -          -     9,109
Other comprehensive loss,
     net of tax:
  Net unrealized loss on
     certain securities, net of tax        -          -           -       (10,666)              -            -          -   (10,666)
                                                                                                                           ---------
Comprehensive loss                                                                                                           (1,557)
                                                                                                                           ---------
Cash dividends paid on common stock        -          -      (3,249)            -               -            -          -    (3,249)
Adjustments                                -        624           -             -               -            -          -       624
Allocation of ESOP and MRP stock           -         25           -             -             432          867          -     1,324
Common stock repurchased
     (760,149 shares)                      -          -           -             -               -            -    (14,678)  (14,678)
Treasury stock issued for
  options exercised (21,217 shares)        -       (272)          -             -               -            -        361        89
                                     -----------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 2000        $   327  $ 330,499   $ 128,644     $ (26,858)      $ (31,546)   $ (16,018) $ (32,284) $352,764
                                     ===============================================================================================
</TABLE>
      See accompanying notes to unaudited consolidated financial statements.

<PAGE>6

                  RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In Thousands)
<TABLE>
<CAPTION>
                                                                                       For the
                                                                                  Three Months Ended
                                                                                     September 30,
                                                                                ----------------------
                                                                                    (Unaudited)
                                                                                   2000         1999
                                                                                ---------    ---------
<S>                                                                             <C>          <C>
Net cash provided by operating activities                                       $   9,002    $   7,173

Cash flows from investing activities:
     Increase in loans receivable, net                                           (100,291)    (100,663)
     Loans sold                                                                     3,118          533
     Investment securities available for sale:
          Sales and redemptions                                                    14,655       43,246
          Purchases                                                               (15,149)     (27,307)
     Mortgage-backed and mortgage-related securities held to maturity:
          Principal collected                                                         672            -
     Mortgage-backed and mortgage-related securities available for sale:
          Sales and redemptions                                                    22,860          952
          Principal collected                                                      24,862       39,766
          Purchases                                                                     -      (39,585)
     Purchases of Federal Home Loan Bank of New York stock, net                        (3)      (3,797)
     Net change in banking premises and equipment                                     377         (629)
     Proceeds from sales of other real estate owned                                   242          377
     Cash and cash equivalents acquired in South Jersey Financial
          Corporation, Inc. acquisition, net                                       13,382            -
                                                                                ---------    ---------
             Net cash used in investing activities                                (35,275)     (87,107)

Cash flows from financing activities:
     Net increase in deposits                                                      27,084       21,551
     Decrease in securities sold under repurchase agreements                            -      (79,000)
     Increase in borrowings from the Federal Home Loan Bank                        30,000      126,900
     Cash dividends paid on common stock                                           (4,148)      (3,249)
     Net proceeds from issuance of common stock upon exercise
          of stock options                                                             82           89
     Purchase of treasury shares                                                  (19,065)     (14,678)
                                                                                ---------    ---------
             Net cash provided by financing activities
                                                                                   33,953       51,613
                                                                                ---------    ---------
     Net increase (decrease) in cash and cash equivalents                           7,680      (28,321)
     Cash and cash equivalents at beginning of period                              47,684       73,548
                                                                                ---------    ---------
     Cash and cash equivalents at end of period                                 $  55,364    $  45,227
                                                                                =========    =========

Supplemental disclosure of cash flow information:
Cash paid during the year for:
     Interest on deposits and borrowed funds                                    $  28,134    $  22,692
     Income taxes                                                                   3,830        4,970

Non-cash investing activities:
     Securitization of mortgage loans                                           $  61,690    $       -
</TABLE>

      See accompanying notes to unaudited consolidated financial statements.

<PAGE>7

                      RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
                   NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Richmond  County  Financial  Corp.  (the  "Company"),  its  direct
wholly-owned  subsidiary,  Richmond  County  Savings Bank (the "Bank"),  and the
subsidiaries of the Bank.

The unaudited  consolidated  financial  statements  included  herein reflect all
normal recurring adjustments which are, in the opinion of management,  necessary
for a fair  presentation of the results for the interim periods  presented.  The
results of operations for the  three month  period ended  September 30, 2000 are
not necessarily indicative of the results of operations that may be expected for
the entire  fiscal  year.  Certain  information  and note  disclosures  normally
included in the  financial  statements,  prepared in accordance  with  generally
accepted accounting  principles,  have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission (the "SEC"). The
unaudited  consolidated  financial statements should be read in conjunction with
the audited consolidated  financial statements and notes thereto included in the
Company's 2000 Annual Report and Form 10-K.

 2. Earnings Per Share

Basic  earnings per share  ("EPS") is  calculated  by dividing net income by the
weighted average number of common shares outstanding.  Diluted EPS is calculated
using the same method as basic EPS,  but reflects  potential  dilution of common
stock  equivalents.  Shares of common  stock held by the ESOP that have not been
allocated  to  participants'  accounts or are not  committed  to be released for
allocation and non-vested  1998 Management  Recognition  Plan (the "MRP") shares
are not considered to be outstanding for the calculation of basic EPS,  however,
a portion of such shares are  considered  in the  calculation  of diluted EPS as
common stock equivalents of basic EPS. Basic and diluted weighted-average common
shares  outstanding were 24,500,417 and 24,942,289 shares, for the first quarter
ended September 30, 2000, respectively.

 3. Conversion to Stock Form of Ownership

On July 31, 1997, the Board of Trustees of the Bank  unanimously  adopted a Plan
of  Conversion  whereby the Bank would  convert from a New York State  chartered
mutual bank to a New York State chartered stock  institution with the concurrent
formation  of  a  holding   company,   Richmond  County   Financial  Corp.  (the
"Conversion").

The  Conversion  was  completed on February  18, 1998,  with the issuance by the
Company of 24,466,250 shares of common stock, at a price of $10.00 per share, in
an initial  public  offering.  The  Company  received  gross  proceeds  from the
Conversion of $244.7  million,  before the reduction from gross proceeds of $9.8
million for  estimated  conversion  related  expenses.  The Company  used $117.4
million, or 50% of the net proceeds, to purchase all of the outstanding stock of
the Bank.

Concurrent with the completion of the Conversion, an additional 1,957,300 shares
of  authorized

<PAGE>8

but  unissued  shares of common  stock were  contributed  by the  Company to the
Richmond County Savings  Foundation  (the  "Foundation"),  a private  foundation
dedicated to charitable  purposes within the Bank's  communities that it serves.
The Company recorded a one-time charge of $19.6 million,  the full amount of the
contribution made to the Foundation and a corresponding  deferred tax benefit of
$8.4 million, in the third quarter ended March 31, 1998. The contribution to the
Foundation will be fully tax deductible,  subject to an annual  limitation based
upon the Company's annual taxable income.

4. Recent Developments

On July 25, 2000, the Company  announced that the Board of Directors  authorized
the Company's  seventh stock repurchase plan. The plan authorizes the Company to
repurchase  1,373,541 shares, or 5% of the Company's  outstanding  common stock.
The  Company  has  received  approval  from the State of New York State  Banking
Department to implement this stock repurchase plan.

The repurchases  will be made in unsolicited  purchases  pursuant to the federal
securities laws relating to activities by issuers having a distribution, subject
to the  availability of stock,  acceptable  pricing of the stock and such timing
limitations as may be applicable.

On  September  28,  2000,  the  Company  announced  that its Board of  Directors
declared a quarterly cash dividend of seventeen  cents ($0.17) per common share.
The  dividend  was paid on  November  8,  2000 to  shareholders  of record as of
October 16, 2000.

<PAGE>9


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

General

Richmond County Financial Corp. is a savings and loan holding company  regulated
by the  Office  of Thrift  Supervision.  The  primary  operating  subsidiary  of
Richmond County Financial Corp. is Richmond County Savings Bank (the "Bank"),  a
New York State chartered stock savings bank.  While the following  discussion of
financial condition and results of operations includes the collective results of
Richmond County Financial Corp. and the Bank (collectively the "Company"),  this
discussion  reflects the Bank's  activities  as the Company  currently  does not
engage in any significant  business  activities other than the management of the
Bank  and the  investment  of net  proceeds  from  the  Bank's  mutual  to stock
conversion, which occurred on February 18, 1998 (the "Conversion").

South Jersey Financial Corporation, Inc.

At the close of business on July 31, 2000, the Company completed its acquisition
of South  Jersey  Financial  Corporation,  Inc.  ("South  Jersey"),  the holding
company of South  Jersey  Savings  and Loan  Association,  a  community  savings
association which operates three full service  banking offices in the New Jersey
counties of Gloucester and Camden in a transaction  which was accounted for as a
purchase.  The cost of the acquisition was approximately $68.0 million for which
South Jersey  shareholders  received $20 per share in cash for each  outstanding
share of common stock of South Jersey. The excess of cost over the fair value of
net assets acquired ("goodwill") in the transaction was $28.0 million,  which is
being amortized on a straight-line basis over 20 years.

Bayonne Bancshares, Inc.

At the  close  of  business  on  March  22,  1999,  the  Company  completed  its
acquisition of Bayonne  Bancshares,  Inc.  ("Bayonne"),  the holding  company of
First Savings Bank of New Jersey,  SLA, a New Jersey State chartered savings and
loan association with four full service banking offices located in Bayonne,  New
Jersey in a transaction  which was accounted for as a purchase.  The cost of the
acquisition was  approximately  $118.5 million for which the Company issued 1.05
shares of its common stock for each  outstanding  share of Bayonne  common stock
for a total of 8,668,615  common shares,  of which 3,938,731  shares were issued
from its treasury  shares.  Options to purchase 683,577 shares of Bayonne common
stock  were also  converted  into  options  to  purchase  717,755  shares of the
Company's common stock.  The goodwill  attributable to the transaction was $28.8
million, which is being amortized on a straight-line basis over 15 years.

Ironbound Bankcorp, NJ.

At the close of business on March 5, 1999, the Company completed its acquisition
of Ironbound Bankcorp, NJ ("Ironbound"),  the holding company of Ironbound Bank,
a New  Jersey  chartered  commercial  bank with three  full  service  commercial
banking  offices  located in the New Jersey  counties  of Union and Essex,  in a
transaction  which was accounted for as a purchase.  The cost of the acquisition
was approximately $27.7 million. The Company issued 1.463 shares of its

<PAGE>10

common stock for each outstanding share of Ironbound common stock for a total of
1,458,842 common shares. The goodwill  attributable to the transaction was $15.3
million, which is being amortized on a straight-line basis over 15 years.

Financial Condition

Total assets increased by $327.6 million, or 11.4%, to $3.2 billion at September
30, 2000 from June 30, 2000. The increase in overall assets was primarily due to
the completion of the South Jersey acquisition with and into the Bank. As of the
acquisition date, South Jersey had total assets of approximately $314.7 million,
total deposits of $240.9 million and total equity of $47.7 million.

The Bank  continues to experience  increased  loan growth.  For the  three month
period ended  September  30, 2000,  gross loans  receivable  increased by $175.4
million, or 11.1%, on a non-annualized basis, to $1.8 billion,  compared to $1.6
billion at June 30,  2000.  The  increase  in gross loans was due  primarily  to
originations  of  $144.0  million  generated  during  the  first  quarter  ended
September 30, 2000 and $143.8 million of loans acquired  through the acquisition
of South  Jersey,  offset  by the sale of $3.1  million  of one- to  four-family
mortgage loans,  securitization  of $61.7 million  acquired South Jersey one- to
four-family  mortgage  loans  and net  amortization  and  prepayments  of  $47.6
million.  During the first  quarter of fiscal 2001 and in  conjunction  with the
South  Jersey  acquisition,   the  Bank  securitized  $61.7  million  of  one-to
four-family  mortgage  loans  acquired  from the  South  Jersey  acquisition  in
exchange  for a like amount of FHLMC  pass-through  securities,  recorded  these
securities in the Bank's securities portfolio and retained the related servicing
rights.  Loan  originations  for the first quarter of fiscal 2001 were primarily
comprised of multifamily  and one- to four-family  mortgage  loans.  Multifamily
mortgage loan originations during the first quarter of fiscal 2001 totaled $54.3
million,  bringing the total  multifamily  loan portfolio to $594.8 million,  or
33.8% of net  loans at  September  30,  2000.  Total  one- to  four-family  loan
production for the first quarter of fiscal 2001 was $70.8 million.

Mortgage-backed and  mortgage-related  securities increased by $97.4 million, or
12.7%,  from $764.6  million at June 30, 2000 to $862.0 million at September 30,
2000.  The increase in  mortgage-backed  and  mortgage-related  securities  were
primarily  the  result of the  aforementioned  securitization  of $61.7  million
acquired South Jersey one- to four-family mortgage loans into FHLMC pass-through
securities,  as well as $70.0 million of  mortgage-backed  and  mortgage-related
securities  acquired  from the South Jersey  acquisition,  offset in part by the
sale of $22.9 million of mortgage-backed and mortgage-related securities and net
amortization and prepayments of $24.9 million.

Investment  securities at September 30, 2000 totaled $272.5 million, an increase
of $15.0 million, or 5.8%, compared to $257.5 million at June 30, 2000.

Total liabilities at September 30, 2000 were $2.9 billion, an increase of $327.4
million,  or 12.7%, from $2.6 billion at June 30, 2000. Total deposits increased
by $269.9  million,  or 15.1%, to $2.1 billion at September 30, 2000. The Bank's
core deposits  increased by $122.2  million,  or 11.1%, at September 30, 2000 to
$1.2 billion.  The increase in the Bank's core deposits were  attributable  to a
$15.8 million increase in total demand deposits and a $106.4 million increase in
savings, N.O.W. and money market accounts. The Bank also experienced an increase
of $147.7  million,  or 21.3%, in certificates of deposit from $693.3 million at
June 30, 2000 to $841.0  million at

<PAGE>11

September 30, 2000.  The increase in overall  deposits were primarily the result
of $240.9 million of deposits acquired through the South Jersey  acquisition and
an increase in  certificates  of deposit  which was  primarily  attributable  to
increased marketing of such deposit products.

Additionally, the Bank continues to place a level of emphasis on the utilization
of borrowed  funds to fund asset growth.  In this regard,  at September 30, 2000
and June 30, 2000,  the Bank had total  borrowings of $829.6  million and $773.7
million,  respectively.  In connection  with the South Jersey  acquisition,  the
Company  acquired  $27.6  million of borrowed  funds.  The Bank may  continue to
increase such  emphasis,  which may result in an increase in the Bank's  overall
cost of funds.  The Bank's  current  strategy is to invest such  borrowed  funds
primarily in mortgage loans and mortgage-backed and mortgage-related  securities
with similar  estimated  maturities.  This strategy is intended to incrementally
increase net interest  income,  although it may have the effect of incrementally
decreasing net interest rate spread.

Total stockholders'  equity increased by $200,000 to $306.6 million at September
30,  2000 from  $306.4  million  at June 30,  2000.  The  overall  increase  was
primarily due to earnings  reported for the  three month  period ended September
30, 2000 of $9.4 million, $12.6 million increase in the fair value on securities
available for sale,  net of tax and the  amortization  of $1.3  million  for the
unallocated   and  unearned  shares  of  common  stock  held  by  the  Company's
stock-related  benefit  plans.  These  increases  were  offset,  in  part by the
repurchase of 908,800 shares of the Company's common stock and year to date cash
dividends paid of $4.1 million.

Non-performing Assets

Non-performing  loans totaled $6.8 million,  or 0.4% of total loans at September
30, 2000, as compared to $4.7 million, or 0.3% of total loans, at June 30, 2000.
At September  30, 2000,  the Bank's real estate  owned  consisted of  foreclosed
assets  totaling  $236,000,  which  at such  date was  comprised  of two one- to
four-family properties.

At  September  30,  2000,  the Bank had $3.3  million  of assets  designated  as
"Substandard,"  consisting of 22 loans, no assets  classified as "Doubtful," and
one consumer loan classified as "Loss," respectively.

Non-accrual  loans totaled $6.8 million as of September 30, 2000, which included
62 one- to four-family  loans,  with an aggregate  balance of $5.1 million,  and
four non-residential loans totaling $453,000.

For the  three month  periods ended  September 30, 2000 and 1999,  the Company's
loan loss provision remained unchanged at $300,000.  The Company's allowance for
loan losses  totaled  $18.5  million at September  30, 2000 and $14.7 million at
June 30,  2000,  which  represents  a ratio of  allowance  for  loan  losses  to
non-performing loans of 270.2% and 311.5%,  respectively.  The Company continues
to increase its overall loan loss reserves due to the increase in lending of all
loan  products.  Management  believes the allowance for loan losses at September
30, 2000 is adequate and sufficient  reserves are presently  maintained to cover
potential  losses.  For the  quarter  ended  September  30,  2000,  the  Company
experienced net charge-offs of $53,300.

<PAGE>12

Comparison  of Operating  Results for the Three Months Ended  September 30, 2000
and 1999

General.  The Company  reported net income for the first quarter ended September
30, 2000 of $9.4 million, or diluted earnings per share of $0.38, an increase of
18.8% as compared with $0.32 diluted  earnings per share,  or net income of $9.1
million reported for the same period last year.

Interest Income. The Company reported total interest income of $54.0 million for
the first quarter ended  September  30, 2000,  representing  an increase of $7.3
million,  or 15.7%,  as  compared to the same  period in 1999.  The  increase in
interest   income  was   attributable   primarily   to  the  growth  in  average
interest-earning  assets of $271.3  million and a 34 basis point increase in the
average yield on  interest-earning  assets. The overall increase in the level of
interest-earning  assets  was  primarily  the  result of an  increase  in assets
acquired from South Jersey, as well as deposit inflows.

Interest income on loans increased $7.4 million,  or 28.5%, to $33.5 million for
the first  quarter  ended  September  30, 2000, as compared to the $26.1 million
reported  for the  comparable  period in 1999.  This  increase was the result of
growth in the  average  balance  of loans  outstanding  of $360.2  million,  due
primarily to increased  originations of multifamily and one- to four-family real
estate loans and loans acquired through the recently completed acquisition.  The
average yield on the overall loan portfolio increased 13 basis points from 7.62%
for the three months ended  September  30, 1999, to 7.75% for the same period in
2000.

Interest income on debt and equity securities increased $400,000,  or 6.5%, from
$6.2 million for the first quarter ended September 30, 1999, to $6.6 million for
the same period in 2000.  This increase is mainly  attributable to the 102 basis
point increase in the average yield on the debt and equity portfolio,  offset by
a $20.9 million decrease in the average balance of debt and equity securities.

Interest income on mortgage-backed  and  mortgage-related  securities  decreased
$548,000,  or 3.8%,  from $14.2  million  reported for the first  quarter  ended
September 30, 1999, to $13.7 million for the same period in 2000.  This decrease
was due primarily to a decrease in the average  balance of  mortgage-backed  and
mortgage-related  securities  of  $73.4  million  as a  result  of the  sale  of
mortgage-backed  and  mortgage-related  securities  to  fund  loan  growth.  The
decrease  was offset by an increase in the average  yield of 31 basis  points on
the mortgage-backed and  mortgage-related  securities portfolio to 6.76% for the
first quarter ended September 30, 2000, as compared to 6.45% for the same period
in 1999.

Interest Expense.  Interest expense increased $5.3 million, or 22.9%, from $23.1
million for the first quarter ended September 30, 1999, to $28.4 million for the
first  quarter  ended  September  30,  2000.  The  average  cost  of the  Bank's
interest-bearing  liabilities  increased  from 4.10% for the first quarter ended
September 30, 1999,  to 4.46% for the first  quarter  ended  September 30, 2000.
Interest  expense on  deposits  increased  $5.2  million,  or 41.6%,  from $12.5
million for the first quarter ended September 30, 1999, to $17.7 million for the
first quarter ended  September 30, 2000. The increase  reflects a $286.9 million
increase  in  the  average  balance  of  interest-bearing  deposits,   primarily
attributable to a $194.4 million increase in the average balance of certificates
of deposit and a $92.4 million  increase in the average balance of money market,
savings and

<PAGE>13

N.O.W.  accounts.  This  increase  can be  primarily  attributable  to  deposits
acquired through the recently completed South Jersey  acquisition.  In addition,
the  Bank's  strategy  over the past  several  years  has been to  attract  more
certificates  of deposit  through the  offering  of  additional  certificate  of
deposit products and related marketing of commercial deposit accounts.

Interest  expense on borrowed funds for the quarter ended September 30, 2000 was
$10.7 million,  an increase of $97,000 as compared to the $10.6 million reported
in the same period in 1999.  The increase in interest  expense on borrowed funds
was mainly  attributable  to a 4 basis point  increase  in the  average  cost on
borrowed  funds.  The Bank continues to place a greater level of emphasis on the
utilization  of borrowed  funds to fund asset  growth and to leverage the Bank's
capital  position to improve  returns on equity.  As of September 30, 2000,  the
Bank had $829.6 million of borrowings outstanding, an increase of $55.9 million,
or 7.2%, as compared to the $773.7 million of borrowings  outstanding as of June
30, 2000.  The Bank may continue to increase  such  emphasis on borrowed  funds,
which may result in an increase in the Bank's overall cost of funds.  The Bank's
current  strategy is to invest such borrowed  funds  primarily in mortgage loans
and  mortgage-backed  and  mortgage-related  securities  with similar  estimated
maturities.  This  strategy is intended to  incrementally  increase net interest
income, although it may have the effect of incrementally decreasing net interest
rate spread.

Provision  for  Loan  Losses.  The  Bank's  provision  for loan  losses  for the
three month  periods  ended  September  30,  2000 and 1999  were  $300,000.  The
provision  for  the  first  quarter  ended  September  30,  2000  was  based  on
management's evaluation of its loan portfolio and real estate market conditions.
In particular,  management considered the continued growth in the portfolio, the
introduction  of new lending  products by the Bank and the seasoning of such new
products, as well as the level of its non-performing loans. Management believes,
based upon information  currently available,  that its allowance for loan losses
is adequate to cover future loan losses.  To the extent the Bank  increases  its
investment in multifamily  loans,  commercial real estate,  commercial and other
loans,  which entail higher risk than one- to  four-family  loans,  the Bank may
decide to increase its allowance for loan losses  through  additional  loan loss
provisions,  which may  adversely  affect net income.  In  addition,  if general
economic  conditions  and real estate values within the Bank's  primary  lending
area  decline,  the level of  non-performing  loans may  increase,  resulting in
larger  provisions for loan losses which, in turn,  would also adversely  affect
net income.

Non-Interest  Income.  Exclusive  of net  gains  and  losses  from the  sales of
securities  and loans,  total  non-interest  income for the first  quarter ended
September  30, 2000 was $3.5 million,  as compared to the $3.2 million  reported
for the same  period in 1999.  The  increased  level of  non-interest  income is
primarily due to an overall increase in deposit fee income, fee income generated
from the South Jersey  acquisition,  and advisory fee income from our investment
in Peter B. Cannell & Co. Inc.

Non-Interest  Expense.  Non-interest expense totaled $14.1 million for the first
quarter  ended  September  30, 2000,  an increase of $1.2  million,  or 9.6%, as
compared to the $12.9  million  reported  for the same period of the prior year.
The increased level of non-interest expense was mainly attributable to increased
compensation  and employee  benefit  expenses,  goodwill  amortization and other
expenses associated with the South Jersey acquisition.

Income  Taxes.  The  Company's  effective  consolidated  tax rate for the  first
quarter ended

<PAGE>14

September 30, 2000,  was 36.0% as compared to 36.5%  reported for the comparable
period in 1999.  The reduction of the Company's  effective tax rate is primarily
due to the Bank's utilization of various tax-planning strategies.

Liquidity and Capital Resources

The Bank's  primary  sources of funds are deposits,  proceeds from the principal
and  interest  payments  on  loans,  mortgage-backed  and  mortgage-related  and
investment securities,  and to a significantly lesser extent,  proceeds from the
sale of fixed-rate mortgage loans to the secondary market.  While maturities and
scheduled amortization of loans and securities are predictable sources of funds,
deposit  outflows,  mortgage  prepayments  and  mortgage  loan sales are greatly
influenced by general interest rates, economic conditions and competition.

The primary investing  activities of the Bank are the origination of residential
one- to  four-family,  multifamily  and,  to a lesser  extent,  commercial  real
estate,  construction  and  development  and  other  loans and the  purchase  of
mortgage-backed  and  mortgage-related  and  investment  securities.  During the
three month  periods  ended  September  30,  2000  and  1999,  the  Bank's  loan
originations totaled $144.0 million and $146.1 million, respectively.  Purchases
of  mortgage-backed,  mortgage-related  and investment  securities totaled $15.1
million and $66.9 million for the  three month  periods ended September 30, 2000
and 1999, respectively. These activities were funded primarily by deposit growth
and  principal   repayments  and  prepayments  on  loans,   mortgage-backed  and
mortgage-related  securities  and  investment  securities  and advances from the
FHLB.  As of September  30, 2000,  the Bank  experienced a net increase in total
deposits of $269.9  million to $2.1 billion,  or 15.1%,  as compared to the $1.8
billion at June 30,  2000.  Deposit  flows are affected by the level of interest
rates, products offered by local competitors and other factors.

The Bank  closely  monitors  its  liquidity  position on a daily  basis.  Excess
short-term  liquidity is invested in overnight  federal funds sold. In the event
the Bank should  require funds beyond its ability to generate  them  internally,
additional  sources of funds are available  through  repurchase  agreements  and
advances from the FHLB.  The Bank has recently begun to place a greater level of
emphasis on the  utilization  of borrowed  funds to fund asset  growth.  In this
regard,  at September 30, 2000, the Bank had total borrowings of $829.6 million.
The Bank may continue to increase such emphasis, which may result in an increase
in the Bank's average cost of funds.

Loan commitments totaled $148.4 million at September 30, 2000, were comprised of
$37.4  million  in  one-  to  four-family  loan  commitments,  $3.0  million  in
commercial  real estate loan  commitments,  $56.4 million in  construction  loan
commitments, $20.1 million in commercial loan commitments, $22.1 million in home
equity loan  commitments,  $5.1 million in multifamily loan commitments and $4.3
million in other loan  commitments.  In addition,  management  estimates that an
increased  level of loan  commitments  may arise as a result of the  Multifamily
Lending  Division.  Management  of  the  Bank  anticipates  that  it  will  have
sufficient funds available to meet its current loan commitments. Certificates of
deposit,  which are scheduled to mature in less than one year from September 30,
2000, totaled $647.8 million.  Based upon past experience and the Bank's current
pricing  strategy,  management  believes  that a  significant  portion  of  such
deposits will remain with the Bank.

At  September  30,  2000,  the  Bank  exceeded  all  of its  regulatory  capital
requirements  with a

<PAGE>15

leverage capital level of $192.9 million,  or 6.4% of adjusted assets,  which is
above the required  level of $121.1  million,  or 4.0% of adjusted  assets,  and
risk-based capital of $211.4 million, or 12.1% of adjusted assets, which exceeds
the required level of $139.3 million, or 8.0% of adjusted assets.

The  Company's  most liquid  assets are cash,  due from banks and federal  funds
sold.  The  levels  of these  assets  are  dependent  on the  Bank's  operating,
financing,  lending  and  investing  activities  during  any  given  period.  At
September  30, 2000,  cash,  due from banks and federal funds sold totaled $55.4
million, or 1.7% of total assets.

The Year 2000 Project

Over the past  several  quarters,  the  Company  reported,  on a regular  basis,
potential  concerns relating to the "Year 2000 Problem," which centered upon the
possible  inability of computer  systems to  recognize  the change into the year
2000.  The Company  did not  experience  any  significant  interruptions  in any
computer  operations  related to the Year 2000 Problem.  The Company's  loan and
deposit data processing  functions were not affected by the change into the year
2000. Additionally, the Company did not encounter any significant delays in loan
payments from our borrowers due to difficulties  they may have  encountered as a
result of the Year 2000  Problem.  The  Company  estimates  that the total costs
incurred  related to the Year 2000  Problem,  from  inception  to date,  did not
exceed $300,000,  and the Company does not anticipate any additional costs to be
incurred related to this matter.

Financial Services Legislation

Recent  legislation  designed  to  modernize  the  regulation  of the  financial
services  industry  expands the ability of bank  holding  companies to affiliate
with other types of financial services companies such as insurance companies and
investment banking companies.  However,  the legislation provides that companies
that acquire control of a single savings  association after May 4, 1999 (or that
filed an  application  for that purpose after that date) are not entitled to the
unrestricted  activities formerly allowed for a unitary savings and loan holding
company. Rather, these companies will have authority to engage in the activities
permitted "a financial  holding  company" under the new  legislation,  including
insurance  and  securities-related  activities,  and  the  activities  currently
permitted for multiple savings and loan holding companies,  but generally not in
commercial   activities.   The   authority   for   unrestricted   activities  is
grandfathered  for  unitary  savings  and loan  holding  companies,  such as the
Company,  that  existed  prior  to May  4,  1999.  However,  the  authority  for
unrestricted  activities  would  not  apply to any  company  that  acquired  the
Company.

Private Securities Litigation Reform Act Safe Harbor Statement

In  addition  to  historical  information,   this  Form  10-Q  includes  certain
forward-looking  statements  based  on  current  management  expectations.   The
Company's   actual  results  could  differ   materially  from  those  management
expectations.  Factors  that could  cause  future  results to vary from  current
management  expectations  include,  but are not  limited  to,  general  economic
conditions,  legislative and regulatory changes, monetary and fiscal policies of
the  federal  government,  changes in tax  policies,  rates and  regulations  of
federal,  state and local tax  authorities,  changes in interest rates,  deposit
flows,  the cost of  funds,  demand  for loan  products,  demand  for  financial

<PAGE>16

services,  competition,  changes in the quality or  composition of the Company's
loan and investment portfolios,  changes in accounting  principles,  policies or
guidelines,  and other economic,  competitive,  governmental  and  technological
factors  affecting the Company's  operations,  markets,  products,  services and
prices.

<PAGE>17

ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK

Asset and Liability Management and the Management of Interest Rate Risk

Quantitative  and qualitative  disclosure about market risk is presented at June
30, 2000 in Item 7a. to the Company's Form 10-K, filed with the SEC on September
28, 2000.  There have been no material  changes in the Company's  market risk at
September  30, 2000 as compared to June 30, 2000.  The following is an update of
the discussion provided therein.

General. The Company's largest component of market risk continues to be interest
rate risk. Substantially all of this risk continues to reside at the Bank level.
The Bank still is not subject to foreign  currency  exchange or commodity  price
risk. At September 30, 2000,  neither the Company nor the Bank owned any trading
assets,  nor did they  participate in hedging  programs,  interest rate swaps or
other activities  involving the use of off-balance  sheet  derivative  financial
instruments.

Gap Analysis.  At September 30, 2000,  the Company's  estimated  one-year  "gap"
position, the difference between the amount of interest-earning  assets maturing
or  repricing  within  one year and  interest-bearing  liabilities  maturing  or
repricing  within  one year,  was a  negative  $636.1  million,  representing  a
one year  interest  sensitivity  gap as a percentage of total assets of (19.8%).
Accordingly,  during a period of rising  interest rates,  the Company,  having a
positive  gap  position,  would be in a better  position  to  invest  in  higher
yielding  assets  which,  consequently,  may  result in the yield on its  assets
increasing  at a pace more  closely  matching  the  increase  in the cost of its
interest-bearing  liabilities  than if it had a negative gap. During a period of
falling  interest rates,  an institution  with a positive gap would tend to have
its  assets  repricing  at a faster  rate than one with a  negative  gap  which,
consequently,  may tend to  restrain  the growth of its net  interest  income or
result in a decrease in interest income.

Interest Rate Risk  Compliance.  The Company  continues to monitor the impact of
interest rate volatility upon net interest income and net portfolio value in the
same  manner  as June 30,  2000.  There  have  been no  changes  in the Board of
Directors approved limits of acceptable  variance in net interest income and net
portfolio  value at  September  30,  2000,  compared to June 30,  2000,  and the
projected changes continue to fall within the Board of Directors approved limits
at all levels of potential interest rate volatility.

<PAGE>18

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
---------------------------

The  Company is not  involved in any pending  legal  proceedings  other than the
routine  legal  proceedings  occurring in the ordinary  cause of business.  Such
routine  legal  proceeding  in the  aggregate,  are believed by management to be
immaterial to the Company's financial condition or results of operations.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
---------------------------------------------------
          Not applicable.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
-----------------------------------------
          Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

On November 3, 2000, the Company held its annual meeting of stockholders for the
purpose  of  the  election  of  Directors  to  three  year  terms  and  for  the
ratification  of Ernst & Young LLP as the Company's  independent  auditors.  The
number of votes cast at the meeting as to each matter acted upon was as follows:

                                            Number of     Number of
                                              Votes         Votes
                                               For        Withheld
                                           -------------  -------------
1.   Election of Directors
                Michael F. Manzulli         20,450,102      2,722,589
                Godfrey H. Carstens, Jr.    22,615,173        557,518
                Robert S. Farrell           22,588,889        583,802

The  Directors  whose terms  continued  and the years their terms  expire are as
follows:

James L. Kelley  (2001);  T. Ronald  Quinlan  (2001);  Anthony E. Burke  (2001);
William C. Frederick, M.D. (2002); Maurice K. Shaw (2002) and Patrick F.X. Nilan
(2002).

                                            Number of    Number of    Number of
                                              Votes        Votes        Votes
                                               For        Against     Abstaining
                                            ----------   ----------   ----------

2.   Ratification of Ernst & Young LLP
     as the Company's independent auditors
     for the fiscal year ending June 30,
     2001.                                  23,039,769      113,012       19,910

ITEM 5.   OTHER INFORMATION
---------------------------
          Not applicable.

<PAGE>19

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------
(a)   Exhibits

       3.1  Certificate of Incorporation of Richmond County Financial Corp.*
       3.2  Bylaws of Richmond County Financial Corp.*
      10.1  Form of Richmond County Savings Bank Employee Stock Ownership Plan
            and Trust.*
      10.2  Form of ESOP Loan Commitment Letter and ESOP Loan Documents.*
      10.13 Form of Proposed Richmond County Savings Bank Employee Severance
            Compensation Plan.*
      10.14 Richmond County  Financial Corp. Supplemental Executive Retirement
            Plan (As Amended and Restated).***
      10.15 Richmond County Financial Corp. 1998 Stock-Based Incentive Plan.**
      11.0  Statement re: Computation of Per Share Earnings.
      27.0  Financial Data Schedule (EDGAR version only).

      *     Incorporated by reference from the Form S-1 (Registration No.
            333-37009), as amended, filed on October 2, 1997.

      **    Incorporated by reference from the DEF 14A (File No. 0-23271), filed
            with the SEC on August 28, 1998.

      ***   Incorporated  by  reference  from the Form 10-K (File No.  0-23271),
            filed with the SEC on September 28, 1999.

(b)   Reports on Form 8-K
-------------------------

            On August 1, 2000, the Company filed a current report on Form 8-K to
            report the consummation of its acquisition of South Jersey Financial
            Corporation, Inc.

<PAGE>20

                                  Exhibit Index
                                  -------------

Exhibit No.                                                           Page
-----------                                                           ----
11.0 Statement re:  Computation of Per Share Earnings................  22

27.0..  Financial Data Schedule

<PAGE>21


                                    SIGNATURE

      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.

                             RICHMOND COUNTY FINANCIAL CORP.
                                  (Registrant)

Date:      November 14, 2000         By:    /s/ Michael F. Manzulli
                                            ----------------------------
                                                Michael F. Manzulli
                                                Chairman of the Board and
                                                Chief Executive Officer


Date:      November 14, 2000         By:    /s/ Thomas R. Cangemi
                                            ----------------------------
                                                Thomas R. Cangemi
                                                Executive Vice President, Chief
                                                Financial Officer and Treasurer