UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2008

Commission file number 000-27481

Rome Bancorp, Inc.(Exact name of registrant as specified in its charter)

|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 16-1573070         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

100 West Dominick Street, Rome, NY 13440-5810(Address of Principal executive offices)(315) 336-7300(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 Exchange Act during the preceding 12 months 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 a large accelerated file, an accelerated filer, a non-accelerated filer or a smaller reporting company.

|Large accelerated filer | Accelerated filer X | Non-accelerated filer | Smaller Reporting Company
|----------------------- | ------------------- | --------------------- | -------------------------

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) Yes    No X

Indicate the number of shares outstanding of each class of issuer's classes of common stock as of the last practicable date:

|                              |               
|----------------------------- | --------------
|                              | Outstanding at
|Class                         | May 5, 2008   
|Common Stock, par value $0.01 | 7,399,415     

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ROME BANCORP, INC.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2008

TABLE OF CONTENTS

|         |                                                             |     
|-------- | ----------------------------------------------------------- | ----
|         |                                                             | PAGE
|        
|PART I   | FINANCIAL INFORMATION                                       |     
|        
|ITEM 1.  | FINANCIAL STATEMENTS (unaudited):                           |     
|         | CONDENSED CONSOLIDATED BALANCE SHEET                        | 3   
|         | CONDENSED CONSOLIDATED STATEMENTS OF INCOME                 | 4   
|         | CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY    |     
|         | AND COMPREHENSIVE INCOME                                    | 5   
|         | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS             | 6   
|         | NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL         |     
|         | STATEMENTS                                                  | 8   
|        
|ITEM 2.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL           |     
|         | CONDITION AND RESULTS OF OPERATIONS                         | 15  
|ITEM 3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  | 21  
|ITEM 4.  | CONTROLS AND PROCEDURES                                     | 21  
|        
|PART II  | OTHER INFORMATION                                           |     
|        
|ITEM 1.  | LEGAL PROCEEDINGS                                           | 22  
|ITEM 1A. | RISK
    FACTORS                                            | 22  
|ITEM 2.  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 22  
|ITEM 3.  | DEFAULTS UPON SENIOR SECURITIES                             | 22  
|ITEM 4.  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         | 23  
|ITEM 5.  | OTHER INFORMATION                                           | 23  
|ITEM 6.  | EXHIBITS                                                    | 23  
|        
|         | SIGNATURES                                                  | 24  

2

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Balance SheetMarch 31, 2008 and December 31, 2007(in thousands, except share data)

|                                                                                                                                                                                             |   |             |   |  |   |              |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - |  | - | ------------ | -
|                                                                                                                                                                                             |   | (Unaudited) |   |  |   |              |  
|                                                                                                                                                                                             |   | March 31,   |   |  |   | December 31, |  
|                                                                                                                                                                                             |   | 2008        |   |  |   | 2007         |  
|Assets                                                                                                                                                                                       |   |             |   |  |   |              |  
|                                                                                                                                                                                            
|Cash and due from banks                                                                                                                                                                      | $ | 7,131       |   |  | $ | 6,978        |  
|Federal funds sold and other short-term investments                                                                                                                                          |   | 1,215       |   |  |   | 1,040        |  
|Total cash and cash equivalents                                                                                                                                                              |   | 8,346       |   |  |   | 8,018        |  
|Securities available for sale, at fair value                                                                                                                                                 |   | 2,607       |   |  |   | 2,674        |  
|Securities held to maturity (fair value of $1,560 and $1,195
at March 31, 2008 and December 31, 2007, respectively)                                                                          |   | 1,468       |   |  |   | 1,147        |  
|Federal Home Loan Bank Stock                                                                                                                                                                 |   | 2,533       |   |  |   | 2,344        |  
|Loans                                                                                                                                                                                        |   | 286,263     |   |  |   | 282,952      |  
|Less: Allowance for loan loss                                                                                                                                                                |   | (1,908      | ) |  |   | (1,910       | )
|Net loans                                                                                                                                                                                    |   | 284,355     |   |  |   | 281,042      |  
|Premises and equipment, net                                                                                                                                                                  |   | 6,474       |   |  |   | 6,568        |  
|Accrued interest receivable                                                                                                                                                                  |   | 1,044       |   |  |   | 1,124        |  
|Bank-owned life insurance                                                                                                                                                                    |   | 8,696       |   |  |   | 8,598        |  
|Other assets                                                                                                                                                                                 |   | 6,935       |   |  |   | 6,616        |  
|Total assets                                                                                                                                                                                 | $ | 322,458     |   |  | $ | 318,131      |  
|                                                                                                                                                                                            
|Liabilities & Equity                                                                                                                                                                         |   |             |   |  |   |              |  
|                                                                                                                                                                                            
|Liabilities                                                                                                                                                                                  |   |             |   |  |   |              |  
|Deposits:                                                                                                                                                                                    |   |             |   |  |   |              |  
|Non-interest bearing                                                                                                                                                                         | $ | 29,701      |   |  | $ | 29,509       |  
|Savings                                                                                                                                                                                      |   | 82,015      |   |  |   | 79,750       |  
|Money market                                                                                                                                                                                 |   | 8,850       |   |  |   | 7,406        |  
|Time                                                                                                                                                                                         |   | 72,673      |   |  |   | 73,209       |  
|Other interest bearing                                                                                                                                                                       |   | 13,186      |   |  |   | 13,158       |  
|Total deposits                                                                                                                                                                               |   | 206,425     |   |  |   | 203,032      |  
|Borrowings                                                                                                                                                                                   |   | 44,268      |   |  |   | 40,333       |  
|Other liabilities                                                                                                                                                                            |   | 6,358       |   |  |   | 5,729        |  
|Total liabilities                                                                                                                                                                            |   | 257,051     |   |  |   | 249,094      |  
|                                                                                                                                                                                            
|Shareholders' equity                                                                                                                                                                         |   |             |   |  |   |              |  
|Common Stock, $.01 par value; authorized: 30,000,000 shares;
issued and outstanding 9,891,515 and 7,443,515 shares at March 31,
2008 and 9,891,515 and 7,788,415 shares at December 31, 2007 |   | 99          |   |  |   | 99           |  
|Additional paid-in capital                                                                                                                                                                   |   | 62,073      |   |  |   | 61,884       |  
|Retained earnings                                                                                                                                                                            |   | 36,298      |   |  |   | 36,179       |  
|Accumulated other comprehensive income (loss)                                                                                                                                                |   | (320        | ) |  |   | (376         | )
|Treasury stock 2,448,000 shares at March 31, 2008 and 2,103,100 shares
at December 31, 2007                                                                                                  |   | (30,536     | ) |  |   | (26,488      | )
|Unallocated shares of employee stock ownership plan (ESOP): 358,715
shares at March 31, 2008 and 370,206 shares at December 31, 2007                                                         |   | (2,207      | ) |  |   | (2,261       | )
|Total shareholders' equity                                                                                                                                                                   |   | 65,407      |   |  |   | 69,037       |  
|Total liabilities and shareholders' equity                                                                                                                                                   | $ | 322,458     |   |  | $ | 318,131      |  

See accompanying notes to unaudited condensed consolidated financial statements.

3

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ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Statements of IncomeFor the Three Months Ended March 31, 2008 and 2007(in thousands, except share data)(unaudited)

|                                                    |                            |       |  |   |      
|--------------------------------------------------- | -------------------------- | ----- |  | - | -----
|                                                    | For the three months ended
|                                                    | March 31,                 
|                                                    |                            | 2008  |  |   | 2007 
|Interest income:                                    |                            |       |  |   |      
|Loans                                               | $                          | 4,419 |  | $ | 4,255
|Securities                                          |                            | 81    |  |   | 75   
|Other short-term investments                        |                            | 9     |  |   | 14   
|Total interest income                               |                            | 4,509 |  |   | 4,344
|                                                   
|Interest expense:                                   |                            |       |  |   |      
|Deposits                                            |                            | 902   |  |   | 782  
|Borrowings                                          |                            | 370   |  |   | 263  
|Total interest expense                              |                            | 1,272 |  |   | 1,045
|                                                   
|Net interest income                                 |                            | 3,237 |  |   | 3,299
|                                                   
|Provision for loan losses                           |                            | -     |  |   | -    
|Net interest income after provision for loan losses |                            | 3,237 |  |   | 3,299
|                                                   
|Non-interest income:                                |                            |       |  |   |      
|Other                                               |                            | 514   |  |   | 526  
|Total non-interest income                           |                            | 514   |  |   | 526  
|                                                   
|                                                   
|Non-interest expense:                               |                            |       |  |   |      
|Salaries and employee benefits                      |                            | 1,611 |  |   | 1,406
|Building, occupancy and equipment                   |                            | 480   |  |   | 455  
|Other                                               |                            | 655   |  |   | 661  
|Total non-interest expense                          |                            | 2,746 |  |   | 2,522
|                                                   
|                                                   
|Income before income tax expense                    |                            | 1,005 |  |   | 1,303
|Income tax expense                                  |                            | 305   |  |   | 466  
|Net income                                          | $                          | 700   |  | $ | 837  
|                                                   
|Basic earnings per share                            | $                          | 0.10  |  | $ | 0.11 
|Diluted earnings per share                          | $                          | 0.10  |  | $ | 0.10 

See accompanying notes to unaudited condensed consolidated financial statements.

4

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ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Statement of Shareholders'Equity and Comprehensive IncomeFor the Three Months Ended March 31, 2008 and 2007(in thousands, except share and per share data) (unaudited)

|                                      |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   |        |  
|------------------------------------- | ------ | -- | ------- | ---------- | -------- |  | - | -------- | - |  | ------------- | ------- | - | ------ | ----------- | ---- | ----------- |  | - | ------ | - |  | - | ------ | -
|                                      |        |    |         |            |          |  |   |          |   |  |               |         |   |        | Accumulated |      |             |  |   |        |   |  |   |       
|                                      |        |    |         | Additional |          |  |   |          |   |  |               |         |   | other  |             |      | Unallocated |  |   |        |   | 
|                                      | Common |    | Paid-in |            | Retained |  |   | Treasury |   |  | comprehensive |         |   | ESOP   |             |      |             |  |  
|                                      | stock  |    | Capital |            | earnings |  |   | Stock    |   |  | Income (loss) |         |   | shares |             |      | Total       | 
|Balances at January 1, 2007           | $      | 97 |         | $          | 60,712   |  | $ | 35,643   |   |  | $             | (16,307 | ) |        | $           | (633 | )           |  | $ | (2,481 | ) |  | $ | 77,031 |  
|Comprehensive income:                 |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   |        |  
|Net Income                            |        | -  |         |            | -        |  |   | 837      |   |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | 837    |  
|Other comprehensive loss              |        | -  |         |            | -        |  |   |          |   |  |               | -       |   |        |             | (13  | )           |  |   | -      |   |  |   | (13    | )
|Total comprehensive income            |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   | 824    |  
|Purchase of 135,000 treasury shares   |        | -  |         |            | -        |  |   | -        |   |  |               | (1,719  | ) |        |             | -    |             |  |   | -      |   |  |   | (1,719 | )
|Amortization of unearned compensation |        | -  |         |            | 64       |  |   | -        |   |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | 64     |  
|Dividends paid ($0.08 per share)      |        | -  |         |            | -        |  |   | (655     | ) |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | (655   | )
|Exercise of stock options             |        | 2  |         |            | 435      |  |   | -        |   |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | 437    |  
|ESOP shares released for              |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   |        |  
|allocation (11,491 shares)            |        | -  |         |            | 89       |  |   | -        |   |  |               | -       |   |        |             | -    |             |  |   | 55     |   |  |   | 144    |  
|Balances at March 31, 2007            | $      | 99 |         | $          | 61,300   |  | $ | 35,825   |   |  | $             | (18,026 | ) |        | $           | (646 | )           |  | $ | (2,426 | ) |  | $ | 76,126 |  
|                                     
|Balances at January 1, 2008           | $      | 99 |         | $          | 61,884   |  | $ | 36,179   |   |  | $             | (26,488 | ) |        | $           | (376 | )           |  | $ | (2,261 | ) |  | $ | 69,037 |  
|Comprehensive income:                 |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   |        |  
|Net Income                            |        | -  |         |            | -        |  |   | 700      |   |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | 700    |  
|Other comprehensive income            |        | -  |         |            | -        |  |   | -        |   |  |               | -       |   |        |             | 56   |             |  |   | -      |   |  |   | 56     |  
|Total comprehensive income            |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   | 756    |  
|Purchase of 344,900 treasury shares   |        | -  |         |            | -        |  |   | -        |   |  |               | (4,048  | ) |        |             | -    |             |  |   | -      |   |  |   | (4,048 | )
|Effect of changing pension plan       |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   |        |  
|measurement date pursuant to          |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   |        |  
|FAS No. 158                           |        | -  |         |            | -        |  |   | 48       |   |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | 48     |  
|Amortization of unearned compensation |        | -  |         |            | 110      |  |   | -        |   |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | 110    |  
|Dividends paid ($0.085 per share)     |        | -  |         |            | -        |  |   | (629     | ) |  |               | -       |   |        |             | -    |             |  |   | -      |   |  |   | (629   | )
|ESOP shares released for              |        |    |         |            |          |  |   |          |   |  |               |         |   |        |             |      |             |  |   |        |   |  |   |        |  
|allocation (11,491 shares)            |        | -  |         |            | 79       |  |   | -        |   |  |               | -       |   |        |             | -    |             |  |   | 54     |   |  |   | 133    |  
|Balances at March 31, 2008            | $      | 99 |         | $          | 62,073   |  | $ | 36,298   |   |  | $             | (30,536 | ) |        | $           | (320 | )           |  | $ | (2,207 | ) |  | $ | 65,407 |  

See accompanying notes to unaudited condensed consolidated financial statements.

5

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ROME BANCORP, INC. AND SUBSIDIARY 
Condensed Consolidated Statements of Cash Flows 
For the Three Months Ended March 31, 2008 and 2007
(unaudited) (in thousands)

|                                                                                   |      |        |      |  |   |        |  
|---------------------------------------------------------------------------------- | ---- | ------ | ---- |  | - | ------ | -
|                                                                                   | 2008 |        | 2007
|Cash flows from operating activities:                                              |      |        |      |  |   |        |  
|Net income                                                                         | $    | 700    |      |  | $ | 837    |  
|Adjustments to reconcile net income to net cash                                    |      |        |      |  |   |        |  
|Provided by operating activities:                                                  |      |        |      |  |   |        |  
|Depreciation and amortization                                                      |      | 148    |      |  |   | 136    |  
|Decrease in accrued interest receivable                                            |      | 80     |      |  |   | 14     |  
|Provision for loan losses                                                          |      | -      |      |  |   | -      |  
|Net accretion on securities                                                        |      | (1     | )    |  |   | (3     | )
|Proceeds from sales of loans                                                       |      | 285    |      |  |   | 645    |  
|Net gain on loans sold                                                             |      | (5     | )    |  |   | (7     | )
|Originations of loans held for sale                                                |      | (280   | )    |  |   | (638   | )
|Loss on sale of other real estate                                                  |      | 3      |      |  |   | -      |  
|Increase (decrease) in other liabilities                                           |      | 629    |      |  |   | (442   | )
|Increase in cash surrender value of life insurance                                 |      | (98    | )    |  |   | (94    | )
|(Increase) decrease in other assets                                                |      | (275   | )    |  |   | 261    |  
|Allocation of ESOP shares                                                          |      | 133    |      |  |   | 144    |  
|Amortization of unearned compensation                                              |      | 110    |      |  |   | 64     |  
|Net cash provided by operating activities                                          |      | 1,429  |      |  |   | 917    |  
|                                                                                  
|Cash flows from investing activities:                                              |      |        |      |  |   |        |  
|Net increase in loans                                                              |      | (3,313 | )    |  |   | (4,184 | )
|Proceeds from maturities and principal reductions of
securities available for sale |      | 28     |      |  |   | 283    |  
|Purchases of Federal Home Loan Bank stock                                          |      | (189   | )    |  |   | (190   | )
|Purchases of securities held to maturity                                           |      | (326   | )    |  |   | -      |  
|Proceeds from maturities and principal reductions of
securities held to maturity   |      | 6      |      |  |   | 9      |  
|Proceeds from sale of real estate owned                                            |      | 94     |      |  |   | -      |  
|Additions to premises and equipment                                                |      | (52    | )    |  |   | (468   | )
|Net cash used in investing activities                                              |      | (3,752 | )    |  |   | (4,550 | )
|                                                                                  
|Cash flows from financing activities:                                              |      |        |      |  |   |        |  
|(Decrease) increase in time deposits                                               |      | (536   | )    |  |   | 204    |  
|Increase in other deposits                                                         |      | 3,929  |      |  |   | 2,185  |  
|Repayments of borrowings                                                           |      | (365   | )    |  |   | (2,456 | )
|Additional borrowings                                                              |      | 4,300  |      |  |   | 5,600  |  
|Purchase of treasury stock                                                         |      | (4,048 | )    |  |   | (1,719 | )
|Dividends paid                                                                     |      | (629   | )    |  |   | (655   | )
|Exercise of stock options                                                          |      | -      |      |  |   | 437    |  
|Net cash provided by financing activities                                          |      | 2,651  |      |  |   | 3,596  |  
|                                                                                  
|Net increase (decrease) in cash and cash equivalents                               |      | 328    |      |  |   | (37    | )
|Cash and cash equivalents at beginning of period                                   |      | 8,018  |      |  |   | 7,858  |  
|Cash and cash equivalents at end of period                                         | $    | 8,346  |      |  | $ | 7,821  |  

Condensed Consolidated Statements of Cash Flows continued on next page.

6

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ROME BANCORP, INC. AND SUBSIDIARY 
Condensed Consolidated Statements of Cash Flows 
For the Three Months Ended March 31, 2008 and 2007 
(unaudited) (in thousands)

|                                                  |      |       |      |   |      
|------------------------------------------------- | ---- | ----- | ---- | - | -----
|                                                  | 2008 |       | 2007
|Supplemental disclosure of cash flow information: |      |       |      |   |      
|Non-cash investing activities:                    |      |       |      |   |      
|Transfers from loans to other real estate         | $    | 174   |      | $ | -    
|Cash paid during the period for:                  |      |       |      |   |      
|Interest                                          |      | 1,209 |      |   | 1,053
|                                                  |      |       |      |   |      
|Income taxes                                      |      | 140   |      |   | 7    

See accompanying notes to unaudited condensed consolidated financial statements.

7

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ROME BANCORP, INC.Notes to Unaudited Condensed Consolidated Financial Statements

(1)     The accompanying unaudited condensed consolidated financial statements include the accounts of Rome Bancorp, Inc. ("Rome Bancorp" or the "Company") and The Rome Savings Bank (the "Bank"), a wholly-owned subsidiary of the
Company, as of March 31, 2008 and December 31, 2007 and for the three month periods ended March 31, 2008 and 2007. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  The preparation of financial statements in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the unaudited condensed consolidated financial statements include all necessary adjustments,
consisting of normal recurring accruals, necessary for a fair presentation for the periods presented.

The Company believes that the disclosures are adequate to make the information presented not misleading; however, the results of operations and other data presented for the periods presented are not
necessarily indicative of results to be expected for the entire fiscal year.

The data in the condensed consolidated balance sheet for December 31, 2007 was derived from the Company's 2007 Annual Report on Form 10-K.
That data, along with the interim financial information presented in the condensed consolidated balance sheet, statements of income, statement of shareholders'equity and comprehensive
income and statements of cash flows should be read in conjunction with the 2007 consolidated financial statements, including the notes thereto included in the Company's Annual Report on Form 10-K.

Amounts in the prior period's consolidated financial statements are reclassified when necessary to conform with the current period's
presentation.

8

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(2)     Earnings Per Share

The following summarizes the computation of earnings per share for the three-month periods ended March 31, 2008 and 2007.

Three months ended March 31(in thousands, except share and per share data)

Three months ended2008
  
  
  2007Basic earnings per share:Income available to common shareholders
  $
  700
  
  
  $
  837Weighted average basic shares outstanding
  
  7,171
  
  
  
  7,927Basic earnings per share
  $
  0.10
  
  
  $
  0.11Diluted earnings per share:Income available to common shareholders
  $
  700
  
  
  $
  837Weighted average basic shares outstanding
  
  7,171
  
  
  
  7,927Effect of dilutive securities:Stock options
  
  5
  
  
  
  51Unearned compensation
  
  87
  
  
  
  98Weighted average diluted shares outstanding
  
  7,263
  
  
  
  8,076Diluted earnings per share
  $
  0.10
  
  
  $
  0.10


(3)     Other Comprehensive Income (Loss)

Three months endedMarch 31,2008
  
  
  
  2007Pension and postretirement adjustments
  $
  132
  
  
  $
  10Net change in unrealized gain (loss) on
available-for-sale securities arising during the period
  
  (39
  )
  
  
  (31
  )Other comprehensive (income) loss, before tax
  
  93
  
  
  
  (21
  )Deferred tax expense (benefit)
  
  37
  
  
  
  (8
  )Other comprehensive income (loss)
  
  56
  
  
  
  (13
  )Net income
  
  700
  
  
  
  837Total comprehensive income
  $
  756
  
  
  $
  824


9

---



(4)   Securities

Securities are summarized as follows:

March 31, 2008
  
  December 31, 2007Amortized
  
  Fair
  
  Amortized
  
  FairCost
  
  value
  
  cost
  
  value( in thousands)Available-for-sale:State and municipal obligations
  $
  1,255
  
  $
  1,290
  
  $
  1,255
  
  $
  1,284Mortgage-backed securitiesFNMA
  
  40
  
  
  40
  
  
  45
  
  
  45FHLMC
  
  235
  
  
  239
  
  
  259
  
  
  261Total debt securities
  
  1,530
  
  
  1,569
  
  
  1,559
  
  
  1,590Equity and other securities
  
  1,137
  
  
  1,038
  
  
  1,137
  
  
  1,084Total available for sale
  $
  2,667
  
  $
  2,607
  
  $
  2,696
  
  $
  2,674Held-to-maturity:U.S. Government securities
  $
  1,327
  
  $
  1,418
  
  $
  1,001
  
  $
  1,048Mortgage-backed securitiesGNMA
  
  12
  
  
  13
  
  
  14
  
  
  15FHLMC
  
  1
  
  
  1
  
  
  1
  
  
  1Other bonds
  
  128
  
  
  128
  
  
  131
  
  
  131Total held to maturity
  $
  1,468
  
  $
  1,560
  
  $
  1,147
  
  $
  1,195FHLB stock
  $
  2,533
  
  $
  2,533
  
  $
  2,344
  
  $
  2,344


Securities pledged at March 31, 2008 and December 31, 2007 had a carrying amount of $1.3 million and $1.0 million, respectively. These securities collateralize state and Treasury department programs. As of these
dates, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount
greater than 10% of shareholders' equity.


10

---



(5)   Loans

Loans are summarized as follows:


March 31,
  
  December 31,2008
  
  2007(in thousands)Mortgage loans:Residential (1-4 family)
  $
  154,084
  
  $
  149,702Commercial
  
  48,751
  
  
  49,795Construction and land
  
  3,304
  
  
  5,258Total Mortgage loans
  
  206,139
  
  
  204,755Other loans:Commercial
  
  32,170
  
  
  29,127Automobile loans
  
  15,001
  
  
  16,009Property improvement
and equipment
  
  15,938
  
  
  15,829Other consumer
  
  17,015
  
  
  17,232Total Other loans
  
  80,124
  
  
  78,197Total Loans
  $
  286,263
  
  $
  282,952


Changes in the allowance for loan losses are summarized as follows: Three months endedMarch 31,(in thousands)2008
  
  2007Balance at beginning of period
  $
  1,910
  
  
  $
  1,965Provision charged to operations
  
  -
  
  
  
  -Loans charged off
  
  (22
  )
  
  
  (29
  )Recoveries
  
  20
  
  
  
  38Balance at end of period
  $
  1,908
  
  
  $
  1,974


The Company's recorded investment in loans that are considered impaired totaled $180,000 at both March 31, 2008 and December 31, 2007.  These impaired loans carried allowances of $45,000 at
both March 31, 2008 and at December 31, 2007. The average recorded investment in impaired loans was $180,000 and $298,000 in the first quarter of 2008 and 2007, respectively. The Company recognized no interest on impaired loans during the
three month periods ended March 31, 2008 and 2007.

11

---



The principal balances of loans not accruing interest amounted to $997,000 and $968,000 at March 31, 2008 and December 31, 2007, respectively.  Loans 90 days past due and accruing interest
amounted to $301,000 and $35,000 at March 31, 2008 and December 31, 2007, respectively. The differences between the amount of interest income that would have been recorded if non-accrual loans had been paid in accordance with their original
terms and the amount of interest income that was recorded during the three months ended March 31, 2008 and 2007 was $5,300 and $25,100, respectively. There are no commitments to extend further credit on non-accruing loans.

A substantial portion of the Company's loans are mortgage and consumer loans in Oneida County. Accordingly, the ultimate collectibility of a substantial portion of the Company's loan portfolio is
susceptible to changes in market conditions in this area. A majority of the Company's loan portfolio is secured by real estate.  Other than general economic risks, management is not aware of any material concentrations of credit risk to any industry
or individualborrower.

(6)   Stock-Based Compensation

On May 24, 2006, the Company's Board of Directors issued 354,000 stock options to directors and key employees with an exercise price equal to the market price of the Company's stock on that day. These options have a ten year life
and vest ratably over a five year period or in certain cases upon retirement. The fair value of the options granted is estimated at grant date using a Black-Scholes option pricing model based upon the following assumptions: expected dividend yield
2.52%, expected stock price volatility 8.25%, risk free interest rate 4.60% and an expected option life of 6.5 years. At May 24, 2006, certain awardees met the retirement eligibility criteria and accordingly, stock-based compensation expense of
$350,000 related to their options was expensed immediately. As of March 31, 2008, unrecognized compensation cost related to these options was $158,000. This expense is being amortized on a straight line basis over the remainder of the sixty
month vesting period of the options.


Following is a summary of the Company's 2008 year to date stock option activity:


Three Months ended March 31, 2008( Dollars in thousands)Weighted
  
  WeightedAverage
  
  AverageShares
  
  Exercise Price
  
  Fair ValueOptions outstanding, beginning of period
  359,446
  
  $
  12.68
  
  $
  1.68Exercised
  -
  
  
  -
  
  
  -Granted
  -
  
  
  -
  
  
  -Options outstanding at end of period
  359,446
  
  $
  12.68
  
  $
  1.68Options exercisable at end of period
  76,246
  
  $
  12.08
  
  $
  1.64


The aggregate intrinsic value of all options outstanding and exercisable at March 31, 2008 was $52,000. The intrinsic value of options exercised during the quarters ended March 31, 2008 and March 31, 2007 was $0 and
$1.6 million, respectively.

On May 24, 2006, the Company's Board of Directors awarded 168,300 shares of restricted stock to directors and certain key employees. These shares vest to the recipients ratably over a five year period, or in certain cases upon
retirement and the related unrecognized compensation cost related to this grant will be expensed over the same period. At May 24, 2006, certain awardees met the retirement eligibility criteria and accordingly, stock-based compensation expense of
$1.1 million related to their 2006 Recognition and Retention Plan awards was expensed immediately. At March 31, 2008, the

12

---



unrecognized compensation cost attributable to restricted stock
awards was $564,000. No restricted stock grants vested in the current quarter. The aggregate intrinsic value of restricted stock that is expected to vest in the future was $1.6 million at March 31, 2008. Compensation cost for the Company's stock option plans in both the 2008 and 2007 first quarters was $12,000. For the three months ended March 31, 2008 and 2007 compensation cost related to the restricted stock plan was
$98,000 and $52,000 respectively.


(7)   Pension and Postretirement Medical Benefit Expenses

The components of net periodic pension and postretirement benefit cost consisted of the following:


Three months
      ended March 31,(in thousands)Pension benefits
  
  Postretirement benefitsComponents of net periodic pension cost:
  2008
  
  2007
  
  2008
  
  2007Service cost
  $
  -
  
  
  $
  -
  
  
  $
  5
  
  
  $
  6Interest cost
  
  88
  
  
  
  108
  
  
  
  37
  
  
  
  35Expected return on plan assets
  
  (168
  )
  
  
  (184
  )
  
  
  -
  
  
  
  -Partial settlement
  
  134
  
  
  
  -
  
  
  
  -
  
  
  
  -Amortization
  
  -
  
  
  
  10
  
  
  
  (2
  )
  
  
  (2
  )Net periodic pension cost
  $
  54
  
  
  $
  (66
  )
  
  $
  40
  
  
  $
  39


In December of 2002, the Company's Board of Directors amended the defined benefit pension plan to cease the accrual of further benefits. During the quarter ended March 31, 2008, the Company recorded a curtailment charge of
$134,000 related to a partial settlement of the defined benefit plan. For the fiscal year ended December 31, 2008, the Company expects to make no contributions to the defined benefit pension plan.


(8)Recent Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years
beginning after November 15, 2007. The impact of adoption was not material. In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP delays the effective date of FAS 157 for all
non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal
years. The impact of adoption is not material. In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.  The standard provides companies with an option to report selected financial assets and
liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard became
effective for the Company on January 1, 2008. The Company did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008.


13

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In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This
issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants employment or retirement.  The required accrued liability will be based on either the
post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying
agreement. This issue is effective for fiscal years beginning after December 15, 2007. The impact of adoption was not material.


(9)Fair Value Measurement

The Company adopted FAS No. 157 Fair Value Measurements in the first quarter of 2008. The Companys available for sale investment portfolio is subject to FAS No. 157 disclosure for interim reporting. The
Companys year-end 2008 reporting will include FAS No. 107 prescribed fair value disclosure for all financial instruments. Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable. Level 1 - Quoted prices for identical instruments in active markets that the Company has the ability to access as of the measurement date. Level 2  Significant other observable inputs, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations
in which all significant inputs are observable in active markets. Level 3  Significant unobservable inputs that reflect the Companys own assumptions about the assumptions that market participants would use in pricing an instrument. The Company is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. The Company performs due diligence to understand the inputs used or how the data was
calculated or derived. The Company corroborates the reasonableness of external inputs in the valuation process. To estimate the market value of its available for sale security portfolio, the Company obtains current market pricing from quoted market sources or using pricing for similar securities. Assets measured at fair value on a recurring
basis are summarized below.


TotalAvailable for salesecuritiesMarch 31, 2008
  Level 1
  
  Level 2
  
  Level 3
  
  at fair value(In thousands)Fixed maturity securities
  $
  279
  
  $
  1,290
  
  $
  -
  
  $
  1,569Equity securities
  
  638
  
  
  400
  
  
  -
  
  
  1,038Total available for sale securities
  $
  917
  
  $
  1,690
  
  $
  -
  
  $
  2,607


14

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

Forward-Looking Statements

Statements included in this discussion and in future filings by Rome Bancorp, Inc. ("Rome Bancorp" or the "Company") with the Securities and Exchange Commission, in Rome Bancorp press releases, and in oral statements made with
the approval of an authorized executive officer, which are not historical or current facts, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are subject to
certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Rome Bancorp wishes to caution readers not to place undue reliance on such forward-looking statements, which speak only as of the date made. Rome Bancorp disclaims any obligation to subsequently revise any forward-looking statements to reflect events
or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.

General

The Company is a Delaware corporation regulated by the Office of Thrift Supervision ("OTS") as a savings and loan holding company, whose sole business is conducted by its wholly-owned subsidiary, Rome
Savings Bank (the "Bank.") The Bank's principal business is accepting deposits from the general public and using those deposits to make residential and commercial real estate loans, as well as commercial and consumer loans to individuals and small
businesses primarily in Oneida County and also elsewhere in New York State. The Bank also invests in long-and short-term marketable securities and other liquid investments. Since its conversion to a federal charter on April 27, 2004, the Bank has
been regulated by the OTS as a federal savings bank.

Overview

The Bank's results of operations depend primarily on its net interest income, which is the difference between the interest income it earns on its loans and investments and the interest it pays on its
deposits and other interest-bearing liabilities.  Net interest income is affected by the relative amounts of interest-bearing assets and interest-bearing liabilities and the interest rates earned or paid on these balances.  The Bank's operations are
also affected by non-interest income, such as service fees and gains and losses on sales of securities, the provision for loan losses and non-interest expense such as salaries and employee benefits, occupancy costs, and other general and
administrative expenses. Financial institutions in general, including the Bank, are significantly affected by economic conditions, competition and the monetary and fiscal policies of the federal government. Lending activities are influenced by the
demand for and supply of housing, competition among lenders, interest rate conditions and funds availability.  The Bank's operations and lending are principally concentrated in the Central New York area, therefore its operations and earnings are
influenced by the economics of the area in which it operates. Deposit balances and cost of funds are influenced by prevailing market rates on competing investments, customer preferences and levels of personal income and savings in the Bank's primary
market area.

Net income for the first quarter of 2008 was $700,000, a decrease of 16.4% from the prior year's first quarter net income of $837,000. The significant factors and trends impacting the first quarter of 2008, which are
discussed in greater depth below, were as follows:

- Net interest income decreased by $62,000 or 1.9% from the same quarter last year as a result of decreases in yields on average earning assets and an increased volume of interest
bearing deposits and borrowings.

15

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- Due to favorable loan loss experience and continued strong asset quality, the Company recorded no provision for loan losses in the current quarter.
- Non-interest income decreased by $12,000, or 2.3%, from the first quarter 2007 levels primarily due to a decrease in fee revenue.
- Non-interest expense increased to $2.7 million in the first quarter of 2008 from $2.5 million for the same quarter of 2007.
- Income tax expense for the first quarter of 2008 decreased to $305,000 compared to $466,000 in the first quarter of 2007.

Critical Accounting Policies

The preparation of consolidated financial statements requires management to make estimates and assumptions.  Changes in these estimates and assumptions affect the reported amounts of certain assets,
liabilities, revenue and expenses. Different amounts could be reported under different conditions, or if different assumptions were used in the application of these accounting policies.

It is management's opinion that accounting estimates covering certain aspects of the business have more significance than others due to the relative importance of those areas to overall performance,
or the level of subjectivity required in making these estimates. Management of the Company considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy given the uncertainty in evaluating the level of
the allowance required for probable credit losses and the material effect that such judgments can have on the results of operations. Management's quarterly evaluation of the adequacy of the allowance considers the Company's historical loan loss
experience, review of specific loans, current economic conditions and such other factors considered appropriate to estimate losses. Management uses presently available information to estimate probable losses on loans; however, future additions to
the allowance may be necessary based on changes in estimates, assumptions or economic conditions. Significant factors that could give rise to changes in these estimates include, but are not limited to, changes in economic conditions in the local
area, concentrations of risk and declines of local property values.

The Company's critical policies and their application are reviewed periodically by the Audit Committee and the Board of Directors. All accounting policies are important, and as such, the Company
encourages the reader to review each of the policies included in Note 2 to the consolidated financial statements reported on the Company's 2007 Annual Report on Form 10-K to obtain a better understanding of how its financial performance is reported.

16

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Analysis of Net Interest Income

Average Balances, Interest and Average Yields- The following table sets forth certain information relating to the Company's average balance sheets and reflects the
average yield on interest-earnings assets and average cost of interest-bearing liabilities, interest earned and interest paid for the periods indicated.  Such yields and costs are derived by dividing income or expense by the average balance of
interest-earning assets or interest-bearing liabilities, respectively, for the periods presented.  Average balances are derived from daily balances over the periods indicated. The average balances for loans are net of allowance for loan losses, but
include non-accrual loans. Interest income on securities includes a tax equivalent adjustment for bank qualified municipals.

|                                                                     |                                               |         |                                               |          |         |         |  |         |          |        |         |         |  |   |       |   |  |      |  
|-------------------------------------------------------------------- | --------------------------------------------- | ------- | --------------------------------------------- | -------- | ------- | ------- |  | ------- | -------- | ------ | ------- | ------- |  | - | ----- | - |  | ---- | -
|                                                                     | Average Balances, Interest and Average Yields
|                                                                     | For the three months
    ended March 31, 2008 |         | For the three months
    ended March 31, 2007
|                                                                     |                                               |         |                                               | Interest | Average |         |  |         | Interest |        | Average
|                                                                     | Average                                       |         | Income/                                       | Yield/   |         | Average |  | Income/ |          | Yield/
|                                                                     | Balance                                       |         | Expense                                       | Cost     |         | Balance |  | Expense |          | Cost  
|Assets:                                                              | (Dollars in thousands)                       
|Interest-earning assets:                                             |                                               |         |                                               |          |         |         |  |         |          |        |         |         |  |   |       |   |  |      |  
|Loans                                                                | $                                             | 281,495 |                                               | $        | 4,419   |         |  | 6.31    | %        |        | $       | 263,917 |  | $ | 4,255 |   |  | 6.54 | %
|Securities (1)                                                       |                                               | 6,277   |                                               |          | 90      |         |  | 5.76    |          |        |         | 6,781   |  |   | 90    |   |  | 5.38 |  
|Federal funds sold & other
       interest bearing deposits          |                                               | 982     |                                               |          | 9       |         |  | 3.65    |          |        |         | 1,170   |  |   | 14    |   |  | 4.81 |  
|Total interest-earnings assets                                       |                                               | 288,754 |                                               |          | 4,518   |         |  | 6.29    |          |        |         | 271,868 |  |   | 4,359 |   |  | 6.50 |  
|Noninterest-earning assets                                           |                                               | 29,389  |                                               |          |         |         |  |         |          |        |         | 27,527  |  |   |       |   |  |      |  
|Total assets                                                         | $                                             | 318,143 |                                               |          |         |         |  |         |          |        | $       | 299,395 |  |   |       |   |  |      |  
|Liabilities and Shareholders' Equity:                                |                                               |         |                                               |          |         |         |  |         |          |        |         |         |  |   |       |   |  |      |  
|Interest-bearing liabilities:                                        |                                               |         |                                               |          |         |         |  |         |          |        |         |         |  |   |       |   |  |      |  
|Savings accounts                                                     | $                                             | 80,722  |                                               | $        | 110     |         |  | 0.55    |          |        | $       | 84,388  |  | $ | 115   |   |  | 0.55 |  
|Time deposits                                                        |                                               | 72,756  |                                               |          | 736     |         |  | 4.07    |          |        |         | 66,197  |  |   | 625   |   |  | 3.83 |  
|Money market accounts                                                |                                               | 7,933   |                                               |          | 39      |         |  | 1.98    |          |        |         | 5,648   |  |   | 27    |   |  | 1.95 |  
|Other interest bearing deposits                                      |                                               | 12,574  |                                               |          | 17      |         |  | 0.53    |          |        |         | 10,796  |  |   | 15    |   |  | 0.58 |  
|Total interest-bearing deposits                                      |                                               | 173,985 |                                               |          | 902     |         |  | 2.08    |          |        |         | 167,029 |  |   | 782   |   |  | 1.90 |  
|Borrowings                                                           |                                               | 42,038  |                                               |          | 370     |         |  | 3.54    |          |        |         | 22,388  |  |   | 263   |   |  | 4.76 |  
|Total interest-bearing liabilities                                   |                                               | 216,023 |                                               |          | 1,272   |         |  | 2.37    |          |        |         | 189,417 |  |   | 1,045 |   |  | 2.24 |  
|Noninterest-bearing deposits                                         |                                               | 27,973  |                                               |          |         |         |  |         |          |        |         | 27,650  |  |   |       |   |  |      |  
|Other liabilities                                                    |                                               | 6,035   |                                               |          |         |         |  |         |          |        |         | 5,106   |  |   |       |   |  |      |  
|Total liabilities                                                    |                                               | 250,031 |                                               |          |         |         |  |         |          |        |         | 222,173 |  |   |       |   |  |      |  
|Shareholders' equity                                                 |                                               | 68,112  |                                               |          |         |         |  |         |          |        |         | 77,222  |  |   |       |   |  |      |  
|Total liabilities and shareholders' equity                           | $                                             | 318,143 |                                               |          |         |         |  |         |          |        | $       | 299,395 |  |   |       |   |  |      |  
|Net interest income                                                  |                                               |         |                                               |          | 3,246   |         |  |         |          |        |         |         |  |   | 3,314 |   |  |      |  
|Tax equivalent adjustment on securities                              |                                               |         |                                               |          | (9      | )       |  |         |          |        |         |         |  |   | (15   | ) |  |      |  
|Net interest income per consolidated                                 |                                               |         |                                               |          |         |         |  |         |          |        |         |         |  |   |       |   |  |      |  
|financial statements                                                 |                                               |         |                                               | $        | 3,237   |         |  |         |          |        |         |         |  | $ | 3,299 |   |  |      |  
|                                                                    
|Net interest rate spread                                             |                                               |         |                                               |          |         |         |  | 3.92    | %        |        |         |         |  |   |       |   |  | 4.26 | %
|Net interest margin                                                  |                                               |         |                                               |          |         |         |  | 4.52    | %        |        |         |         |  |   |       |   |  | 4.94 | %
|Ratio of interest-earning assets to
    interest-bearing liabilities |                                               |         |                                               |          |         |         |  | 1.34    | x        |        |         |         |  |   |       |   |  | 1.44 | x

(1) Includes tax equivalent adjustment for the Company's tax-exempt municipal securities.

17

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Rate Volume Analysis The following table analyzes the dollar amount of changes in interest income and interest expense for major components of interest-earning
assets and interest-bearing liabilities. It shows the amount of the change in interest income or expense caused by either changes in outstanding balances (volume) or changes in interest rates. The effect of a change in volume is measured by applying
the average rate during the first period to the volume change between the two periods. The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period. Changes
attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the absolute value of the change due to volume and the change due to rate.

|                                   | Three months ended March 31, 2008            
|---------------------------------- | ---------------------------------------------
|                                   | Compared to Three months ended March 31, 2007
|                                  
|                                   | Increases (decreases) due to                 
|                                   | Rate                                         
|                                   | (in thousands)                               
|Assets:                            |                                              
|Interest-earning assets:           |                                              
|Loans                              | $                                            
|Securities (1)                     |                                              
|Federal funds sold & other         |                                              
|Interest bearing deposits          |                                              
|Total interest-earnings assets     |                                              
|                                  
|Interest-bearing liabilities:      |                                              
|Savings accounts                   |                                              
|Time deposits                      |                                              
|Money market accounts              |                                              
|Other interest bearing deposits    |                                              
|Total interest-bearing deposits    |                                              
|Borrowings                         |                                              
|Total interest-bearing liabilities |                                              
|                                  
|Net change (1)                     | $                                            

(1) Includes tax equivalent adjustment for the Company's tax-exempt municipal securities.


Comparison of Financial Condition at March 31, 2008 and December 31, 2007:

Total assets at March 31, 2008 were $322.5 million, an increase of $4.4 million over assets of $318.1 million at December 31, 2007. The growth is attributable to the Company's loan portfolio, which increased by
$3.4 million, or 1.2%, from $281.0 million at December 31, 2007 to $284.4 million at March 31, 2008. During the first three months of 2008, the Company originated approximately $15.2 million of loans, compared to approximately
$14.7 million of loans originated in the same period of 2007. The majority of the loan originations for this year to date have been residential mortgage loans.

Total deposits increased to $206.4 million at March 31, 2008 from $203.0 million at December 31, 2007. During the first three months of 2008, savings deposits increased by $2.2 million, or
2.8%, and money market balances increased by $1.4 million, or 19.5% . Time deposits decreased by $536,000 or 0.7% to $72.7 million at March 31, 2008 from $73.2 million at year end 2007. Balances of both interest bearing and
non-interest bearing deposits remained relatively constant throughout the first quarter of 2008.

18

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Borrowings from the Federal Home Loan Bank of New York (FHLB) increased from $40.3 million at December 31, 2007 to $44.3 million at the end of the current quarter. The incremental borrowings were used to fund
loan growth and repurchase the Company's stock.

Comparison of Operating Results for the Three-Month Periods Ended March 31, 2008 and 2007

General

During the three months ended March 31, 2008, the Company recorded net income of $700,000, compared to $837,000 for the first quarter of 2007. The decrease in net income is comprised of a decrease in the net interest
income of $62,000, a $12,000 decrease in non-interest income and an increase in non-interest expense of $224,000, partially offset by a decrease in income tax expense of $161,000.

Diluted earnings per share were $0.10 per diluted share in both the quarter ended March 31, 2008 and the same quarter of 2007. Average diluted shares decreased to 7,263,029 for the first quarter
of 2008 from 8,076,803 in the same period of 2007 due to the Company's stock repurchases over the past four quarters.

Net Interest Income

Net interest income before loan loss provision for the quarter ended March 31, 2008 decreased by $62,000 or 1.9%, compared to the same quarter of 2007. This decrease is attributable to higher
interest expense from increased deposit and borrowing levels and to a lesser extent, decreases in yields on average earning assets.

Interest Income

Interest income increased to $4.5 million for the quarter ended March 31, 2008 from $4.3 million for the same quarter of 2007. Average loan balances for the first quarter of 2008 were
$281.5 million, an increase of $17.6 million over the average outstanding
loans for the first quarter of 2007. The yield on the Company's loan portfolio
for the quarter ended March 31, 2008 decreased to 6.31% from a yield of 6.54%
for the same period last year, reflecting the effect of decreases in the prime
rate over the past year. Interest income on securities increased by $6,000 from $75,000 for the quarter ended March 31, 2007 to $81,000 for the quarter ended March
31, 2008. Comparatively, the average balance of securities declined by $500,000, or 7.4%, from the first quarter of 2007 to $6.3 million for the current quarter while the yield on the Company's securities increased from 5.38% to 5.76% .
Finally, interest income on federal funds sold and other interest bearing deposits decreased by $5,000 to $9,000 for the quarter ended March 31, 2008 from the same quarter in 2007. Average balances of federal funds sold remained relatively
stable at $982,000 during the quarter ended March 31, 2008, compared to $1.2 million for the comparable quarter of 2007.

Interest Expense

Interest expense increased to $1.3 million for the quarter ended March 31, 2008 from $1.0 million for the same quarter of 2007. Interest expense on deposits increased to $902,000 for the
quarter ended March 31, 2008 from $782,000 for the quarter ended March 31, 2007, due to both increased average balances of deposit accounts and higher rates paid on time deposits consistent with market trends over the past year. Interest expense
on borrowed funds increased to $370,000 for the quarter ended March 31, 2008 from $263,000 for the comparative quarter of 2007 due to an increase in the average balance of borrowings to $42.0 million in the current quarter compared to
$22.4 million in the first quarter of 2007. Partially offsetting the increase
in outstanding debt, the rate paid on borrowings decreased to 3.54% for the quarter
ended March 31, 2007 from

19

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4.76% for the same period in 2007. The increased debt level was used to finance growth in the loan portfolio and purchases of treasury stock.

Provision for Loan Losses

The Company recorded no provision for loan losses in either the first quarter of 2008 or 2007. During the current quarter, net loan charge-offs were $2,000. Asset quality declined slightly but remained favorable at March 31,
2008 with non-performing loans as a percent of loans of 0.45% and the allowance for loan losses as a percent of non-performing loans of 147.0% at March 31, 2008, compared to 0.35% and 190.4%, respectively, at December 31, 2007. The allowance for loan losses as a percentage of loans was at 0.67% at March 31, 2008 compared to 0.68%
at December 31, 2007.

In determining the appropriate provision for loan losses, management considers the level of and trend in non-performing loans, the level of and trend in net loan charge-offs, the dollar amount and mix
of the loan portfolio, as well as general economic conditions and real estate trends in the Company's market area, which can impact the inherent risk of loss in the Company's loan portfolio.

Non-Interest Income and Non-Interest Expense

Non-interest income decreased $12,000 to $514,000 in the first quarter of 2008 from $526,000 in the same period of 2007. The decrease is primarily attributable to a lower level of
non-capitalized fees earned from non-amortizing loan originations.

Non-interest expense increased by $224,000 to $2.7 million in the current quarter compared to $2.5 million in the same period of 2007, partially due to increases in employee benefit costs
and, most notably, the recording of a partial settlement of the Companys defined benefit plan in the amount of $134,000 during the first quarter of 2008.

Income tax expense for the first quarter of 2008 decreased to $305,000 from $466,000 in the same period of 2007, due to the decrease in pre-tax income, an increase in favorable permanent tax
benefits and revision of an estimate of taxes owed on a state tax audit based upon updated information.

Liquidity and Capital Resources

The Company's primary sources of funds consist of deposits, scheduled amortization and prepayments of loans and mortgage-backed securities, maturities of investments, interest-bearing deposits at
other financial institutions and funds provided from operations. The Bank also has a written agreement with the FHLB that allows it to borrow up to $60.4 million. At March 31, 2008, the Bank had outstanding borrowings of $12.2 million on
this line of credit, as well as outstanding advances and amortizing notes totaling $32.1 million.

Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-backed
securities are strongly influenced by interest rates, general and local economic conditions, and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds.

The Company's primary investing activities include the origination of loans, and to a lesser extent, the purchase of investment securities. For the three months ended March 31, 2008, the Company
originated loans of approximately $15.2 million, compared to $14.7 of loans originated in the first three months of 2007.

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At March 31, 2008, the Company had loan commitments to borrowers of approximately $11.9 million, and available letters and lines of credit of approximately $17.9 million.

Time deposit accounts scheduled to mature within one year were $47.8 million at March 31, 2008. Based on the Companys deposit retention experience and current pricing strategy, the Company
anticipates that a significant portion of these time deposits will remain with the Company. The Company is committed to maintaining a strong liquidity position; therefore, the Company monitors its liquidity position on a daily basis. The Company
anticipates that the Company will have sufficient funds to meet the Companys current funding commitments.  The marginal cost of new funding however, whether from deposits or borrowings from the FHLB, will be carefully considered as the Company
monitors its liquidity needs.  Therefore, in order to minimize its cost of funds, the Company may consider additional borrowings from the FHLB in the future.

At March 31, 2008, the Bank exceeded each of the applicable regulatory capital requirements.  The Bank's leverage (Tier 1) capital at March 31, 2008 was $60.9 million, or 18.86% of adjusted
assets. In order to be classified as "well-capitalized" by the OTS, the Bank is required to have leverage (Tier 1) capital of $16.1 million, or 5.0% of adjusted assets. To be classified as a well-capitalized bank by the OTS, the Bank must also
have a total risk-based capital ratio of 10.0% . At March 31, 2008, the Bank had a total risk-based capital ratio of 26.00% .

The Company paid cash dividends of $0.085 per share during the three-month period ended March 31, 2008 totaling $629,000.

During the first quarter of 2008, the Company's Board of Directors authorized the repurchase of 389,000 of the Company's outstanding common shares over the following twelve-month period. Through March
31, 2008, $4.0 million was expended to repurchase 344,900 shares.

The Company does not anticipate any material capital expenditures, nor does it have any balloon or other payments due on any long-term obligations or any off-balance sheet items other than the
commitments and unused lines of credit noted above.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, revenues or expenses, results
of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in the Company's interest rate risk profile since December 31, 2007. For a more complete discussion of the Company's asset and liability management policies, see
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2007 Form 10-K.

Item 4. Controls and Procedures

Management, including the Company's President and Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective
to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is (i) recorded, processed, summarized and

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reported as and when required and (ii) accumulated and communicated to the Company's
management, including the Company's President and Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes in the Company's internal controls over financial reporting identified in connection with the
evaluation that occurred during the Company's last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1.          Legal Proceedings

None.

Item 1A.       Risk Factors

There
    have been no material changes to the Company's risk factors previously disclosed
    in the Company's Form 
  10-K for the year ending December 31, 2007.

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases made by or on behalf of the Company or any affiliated purchases (as defined in rule 106-18 (a)(3) under the Securities Exchange Act
of 1934) of the Company's common stock during the quarter ended March 31, 2008.

COMPANY PURCHASES OF EQUITY SECURITIES

|                                           |                                                |                                            |                                                                                                 |                                                                                                                            
|------------------------------------------ | ---------------------------------------------- | ------------------------------------------ | ----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------
|Period                                     | (a) Total Number
of Shares (orUnits) Purchased | (b) Average Price
Paid per Share
(or Unit) | (c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs | (d) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
that may yet be
Purchased under
the Plans or
Programs
|January 1, 2008
through January
31, 2008   | 30,000                                         | $11.65                                     | 30,000                                                                                          | 359,000                                                                                                                    
|February 1, 2008
through February
28, 2008 | 139,400                                        | $11.73                                     | 139,400                                                                                         | 219,600                                                                                                                    
|March 1, 2008
through March
31, 2008       | 175,500                                        | $11.76                                     | 175,500                                                                                         | 44,100                                                                                                                     
|Total                                      | 344,900                                        | $11.74                                     | 344,900                                                                                         | 44,100                                                                                                                     

Item 3.          Defaults Upon Senior Securities

None.

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

None.

Item 5.          Other Information

None.

Item 6.          Exhibits

|      |                                                                                                                       
|----- | ----------------------------------------------------------------------------------------------------------------------
|2.1   | Amended and Restated Plan of Conversion and Agreement and Plan of Reorganization. (1)                                 
|3.1   | Certificate of Incorporation of New Rome Bancorp, Inc. (1)                                                            
|3.2   | Bylaws of New Rome Bancorp, Inc. (1)                                                                                  
|4.1   | Form of Stock Certificate of New Rome Bancorp, Inc. (1)                                                               
|10.1  | Form of Employee Stock Ownership Plan of Rome Bancorp, Inc. (2)                                                       
|10.2  | Amendment No. 1 to Employee Stock Ownership Plan of Rome Bancorp, Inc. (1)                                            
|      |                                                                                                                       
|10.3  | Amendment No. 2 to Employee Stock Ownership Plan of Rome Bancorp, Inc. (1)                                            
|10.4  | Form of Executive Employment Agreement by and between Charles M. Sprock and Rome Bancorp, Inc. (2)                    
|10.5  | Form of One Year Change in Control Agreement by and among certain officers and Rome Bancorp, Inc. and The             
|      | Rome Savings Bank. (1)                                                                                                
|10.6  | Form of Employment Agreement between New Rome Bancorp, Inc. and Charles M. Sprock. (1)                                
|10.7  | Form of Employment Agreement between The Rome Savings Bank and Charles M. Sprock. (1)                                 
|10.8  | Rome Bancorp, Inc. 2000 Stock Option Plan. (3)                                                                        
|10.9  | Rome Bancorp, Inc. 2000 Recognition and Retention Plan. (3)                                                           
|10.10 | Amended and Restated Benefit Restoration Plan of Rome Bancorp, Inc. (4)                                               
|10.11 | Amended and Restated Directors Deferred Compensation Plan of Rome Bancorp, Inc. (4)                                  
|10.12 | Loan Agreement by and between the Employee Stock Ownership Plan Trust of Rome Bancorp, Inc. and Rome Bancorp, Inc. (5)
|10.13 | Amendment No. 3 to the Employee Stock Ownership Plan of Rome Bancorp, Inc. (6)                                        
|10.14 | Rome Bancorp, Inc. 2006 Stock Option Plan. (7)                                                                        
|10.15 | Rome Bancorp, Inc. 2006 Recognition and Retention Plan. (7)                                                           
|31.1  | Rule 13a-14a/15d-14a Certification.                                                                                   
|31.2  | Rule 13a-14a/15d-14a Certification.                                                                                   
|32.1  | Section 1350 Certification.                                                                                           
|32.2  | Section 1350 Certification.                                                                                           




|    |  |                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------
|(1) |  | Incorporated by reference to Rome Bancorp, Inc.s Form S-1 (Registration No. 333-121245), filed with the Commission on 
|    |  | December 14, 2004, as amended.                                                                                         
|(2) |  | Incorporated by reference to Rome Bancorp, Inc.s Form SB-2 (Registration No. 333-80487), filed with the Commission on 
|    |  | June 11, 1999, as amended.                                                                                             
|(3) |  | Incorporated by reference to Rome Bancorp, Incs Proxy Statement on Schedule 14A, filed with the Commission on April 5,
|    |  | 2000 and amended on April 2, 2001.                                                                                     
|(4) |  | Incorporated by reference to Rome Bancorp, Inc.s Form 8-K filed with the Commission on December 27, 2005.             
|(5) |  | Incorporated by reference to Rome Bancorp, Inc.s Form 8-K filed with the Commission on March 29, 2005.                
|(6) |  | Incorporated by reference to Rome Bancorp, Inc.s Form 8-K filed with the Commission on August 29, 2005.               
|(7) |  | Incorporated by reference to Rome Bancorp, Inc.'s Form S-8 filed with the commission on May 19, 2006, as amended.      

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SIGNATURES

Pursuant to the requirement 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.

ROMEBANCORP,INC.

|                               |  |                          |  |            
|------------------------------ |  | ------------------------ |  | -----------
|Name                           |  | Title                    |  | Date       
|                              
|/s/
         Charles M. Sprock |  | Chairman of the Board,   |  | May 8, 2008
|Charles M. Sprock              |  | President and Chief      |  |            
|                               |  | Executive Officer        |  |            
|                               |  | (Principal Executive     |  |            
|                               |  | Officer)                 |  |            
|                              
|                              
|                              
|                              
|/s/
         David C. Nolan    |  | Executive Vice President |  | May 8, 2008
|David C. Nolan                 |  | and Chief Financial     
|                               |  | Officer (Principal      
|                               |  | Financial Officer)      
|                              

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