UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2005

[  ] Transition report under Section 13 or l5(d) of the Exchange Act

For the transition period from _______ to _______

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

(Issuer

N/A

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)



Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the small business issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes X    No __

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)   Yes  ___   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, 2005

Common Stock, par value $.01 			            9,642,246











ROME BANCORP, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2005



TABLE OF CONTENTS

|        |                       |                                                                                   | PAGE
|------- | --------------------- | --------------------------------------------------------------------------------- | ----
|        |                       |                                                                                   |     
|PART I  | FINANCIAL INFORMATION | 3                                                                                
|        |                       |                                                                                   |     
|        | 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                                               | 14  
|        | ITEM 3.               | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                        | 22  
|        | ITEM 4.               | CONTROLS AND PROCEDURES                                                           | 22  
|        |                       |                                                                                   |     
|PART II | OTHER INFORMATION     |                                                                                  
|        |                       |                                                                                   |     
|        | ITEM 1.               | LEGAL PROCEEDINGS                                                                 | 22  
|        | ITEM 2.               | UNREGISTERED  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                      | 23  
|        | ITEM 3.               | DEFAULTS UPON SENIOR SECURITIES                                                   | 23  
|        | ITEM 4.               | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                               | 23  
|        | ITEM 5.               | OTHER INFORMATION                                                                 | 23  
|        | ITEM 6.               | EXHIBITS                                                                          | 23  
|        |                       |                                                                                   |     
|        |                       | SIGNATURES                                                                        | 24  

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

ROME BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheet

March 31, 2005 and December 31, 2004

(in thousands, except share data)



|                                                             | (unaudited)                                                         |                                                                                                                            |                                           
|------------------------------------------------------------ | ------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------
|                                                             |                                                                     |                                                                                                                            |                                           
|                                                             |                                                                     |                                                                                                                            |                                           
|Assets                                                       |                                                                     |                                                                                                                            |                                           
|                                                             |                                                                     |                                                                                                                            |                                           
|Cash and due from banks                                      | $          6,017                                                    |                                                                                                                            | $              5,977                      
|Federal funds sold and other short-term investments          | 43,373                                                              |                                                                                                                            | 952                                       
|                                                             | Total cash and cash equivalents                                     | 49,390                                                                                                                     |                                           
|Securities available for sale, at fair value                 | 15,133                                                              |                                                                                                                            | 17,494                                    
|Securities held to maturity (fair value of $1,591 and $1,624 |                                                                     |                                                                                                                            |                                           
|                                                             | at March 31, 2005 and December 31, 2004, respectively)              | 1,603                                                                                                                      |                                           
|Loans                                                        |                                                                     |                                                                                                                            | 238,598                                   
|                                                             | Less: Allowance for loan loss                                       | (2,021)                                                                                                                    |                                           
|                                                             |                                                                     | Net loans                                                                                                                  | 236,577                                   
|Premises and equipment, net                                  | 4,510                                                               |                                                                                                                            | 4,503                                     
|Accrued interest receivable                                  | 1,141                                                               |                                                                                                                            | 1,002                                     
|Other assets                                                 | 5,010                                                               |                                                                                                                            | 5,329                                     
|                                                             |                                                                     | Total assets                                                                                                               | $      313,364                            
|                                                             |                                                                     |                                                                                                                            |                                           
|Liabilities & Equity                                         |                                                                     |                                                                                                                            |                                           
|                                                             |                                                                     |                                                                                                                            |                                           
|Liabilities                                                  |                                                                     |                                                                                                                            |                                           
|                                                             | Deposits:                                                           |                                                                                                                            |                                           
|                                                             |                                                                     | Non-interest bearing                                                                                                       | $       28,563                            
|                                                             |                                                                     | Savings                                                                                                                    | 95,116                                    
|                                                             |                                                                     | Money market                                                                                                               | 5,404                                     
|                                                             |                                                                     | Time                                                                                                                       | 68,033                                    
|                                                             |                                                                     | Other interest bearing                                                                                                     | 9,470                                     
|                                                             |                                                                     |                                                                                                                            | Total deposits                            
|                                                             | Borrowings                                                          | 10,104                                                                                                                     |                                           
|                                                             | Other liabilities                                                   | 4,595                                                                                                                      |                                           
|                                                             |                                                                     |                                                                                                                            | Total liabilities                         
|                                                             |                                                                     |                                                                                                                            |                                           
|Shareholders' equity                                         |                                                                     |                                                                                                                            |                                           
|                                                             | Common Stock, $.01 par value; authorized:30,000,000 shares;         |                                                                                                                            |                                           
|                                                             |                                                                     | issued: 9,642,246 shares; outstanding 9,642,246 shares at                                                                  |                                           
|                                                             |                                                                     | March 31, 2005: authorized 11,339,200 shares; issued 11,339,200 shares outstanding  9,591,934  shares at December 31, 2004 | 96                                        
|                                                             | Additional paid-in capital                                          | 59,623                                                                                                                     |                                           
|                                                             | Retained earnings                                                   | 35,037                                                                                                                     |                                           
|                                                             | Treasury stock, at cost 0 shares at March 31, 2005 and              |                                                                                                                            |                                           
|                                                             |                                                                     | 1,747,266 shares at December 31, 2004)                                                                                     | -                                         
|                                                             | Accumulated other comprehensive income                              | 240                                                                                                                        |                                           
|                                                             | Unallocated shares of employee stock ownership plan (ESOP); 500,541 |                                                                                                                            |                                           
|                                                             |                                                                     | shares at March 31, 2005 and 272,099 shares at December 31, 2004                                                           | (2,904)                                   
|                                                             | Unearned compensation                                               | (13)                                                                                                                       |                                           
|                                                             |                                                                     |                                                                                                                            | Total shareholders' equity                
|                                                             |                                                                     |                                                                                                                            | Total liabilities and shareholders' equity

See accompanying notes to unaudited condensed consolidated financial statements.

ROME BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Income

For the Three Months Ended March 31, 2005 and 2004

(in thousands, except  share data)

(unaudited)

|                           |                                   |                                                     |              | For the three months ended
|-------------------------- | --------------------------------- | --------------------------------------------------- | ------------ | --------------------------
|                           |                                   |                                                     |              | March 31,                 
|                           |                                   |                                                     |              | 2005                      
|Interest income:           |                                   |                                                     |              |                           
|                           | Loans                             |                                                     | $      3,572 |                           
|                           | Securities                        |                                                     | 174          |                           
|                           | Other short-term investments      |                                                     | 26           |                           
|                           |                                   | Total interest income                               |              | 3,772                     
|                           |                                   |                                                     |              |                           
|Interest expense:          |                                   |                                                     |              |                           
|                           | Deposits                          |                                                     | 632          |                           
|                           | Borrowings                        |                                                     | 138          |                           
|                           |                                   | Total interest expense                              |              | 770                       
|                           |                                   |                                                     |              |                           
|                           |                                   | Net interest income                                 |              | 3,002                     
|                           |                                   |                                                     |              |                           
|Provision for loan losses  |                                   | -                                                   |              | 100                       
|                           |                                   | Net interest income after provision for loan losses |              | 3,002                     
|                           |                                   |                                                     |              |                           
|Non-interest income:       |                                   |                                                     |              |                           
|                           |                                   | Net gain on securities                              |              | 29                        
|                           |                                   | Other                                               |              | 441                       
|Total non-interest income  |                                   | 470                                                 |              | 389                       
|                           |                                   |                                                     |              |                           
|                           |                                   |                                                     |              |                           
|Non-interest expense:      |                                   |                                                     |              |                           
|                           | Salaries and employee benefits    |                                                     | 1,392        |                           
|                           | Building, occupancy and equipment |                                                     | 458          |                           
|                           | Other                             |                                                     | 632          |                           
|                           |                                   | Total non-interest expense                          |              | 2,482                     
|                           |                                   |                                                     |              |                           
|                           |                                   |                                                     |              |                           
|                           |                                   | Income before income tax expense                    |              | 990                       
|Income tax expense         |                                   | 351                                                 |              | 251                       
|                           |                                   | Net income                                          |              | $       639               
|                           |                                   |                                                     |              |                           
|Basic earnings per share   |                                   | $      0.07                                         |              | $     0.05                
|Diluted earnings per share |                                   | $      0.07                                         |              | $    0.05                 

See accompanying notes to unaudited condensed consolidated financial statements

ROME BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statement of Shareholders

For Three Months Ended March 31, 2005 and 2004

(in thousands, except share and per share data)(unaudited)

|                                        |                                                |    |         |        |            |     |                        |                        |          |       | Accumulated            |                        |             |   |              |        |      
|--------------------------------------- | ---------------------------------------------- | -- | ------- | ------ | ---------- | --- | ---------------------- | ---------------------- | -------- | ----- | ---------------------- | ---------------------- | ----------- | - | ------------ | ------ | -----
|                                        |                                                |    |         |        | Additional |     |                        |                        |          |       | other                  |                        | Unallocated |   |              |        |      
|                                        |                                                |    | Common  |        | paid-in    |     | Retained               |                        | Treasury |       | comprehensive          |                        | ESOP        |   | Unearned     |        |      
|                                        |                                                |    | stock   |        | Capital    |     | earnings               |                        | Stock    |       | income                 |                        | shares      |   | compensation |        | Total
|Balances at January 1, 2004             | $             33                               | $  | 10,250  | $      | 33,255     | $   | $  (6,992)             | $                      | 793      | $     | (622)                  | $                      | (78)        | $ | 36,639      
|Comprehensive income:                   |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |             
|                                        | Net Income                                     | -  |         | -      |            | 446 |                        | -                    - |          | -     |                        | -                    - |             | - |              | 446   
|                                        | Other comprehensive income                     | -  |         | -      |            | -   |                        | -                    - |          | (47)  |                        | -                    - |             | - |              | (47)  
|                                        | Total comprehensive income                     |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |              | 399   
|Purchase of  96,047 treasury shares     | -                                              |    | -       |        | -          |     | (1,437)                |                        | -        |       | -                      |                        | -           |   | (1,437)     
|Amortization of Unearned Compensation   | -                                              |    | -       |        | -          |     | -                    - |                        | -        |       | -                    - |                        | 13          |   | 13          
|Dividends paid ($0.032 per share)       | -                                              |    | -       |        | (306)      |     | -                    - |                        | -        |       | -                    - |                        | -           |   | (306)       
|ESOP shares released for                |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |             
|                                        | allocation (7,558 shares)                      | -  |         | 92     |            | -   |                        | -                      |          | -     |                        | 15                     |             | - |              | 107   
|Balances at March 31, 2004              | $             33                               | $  | 10,342  | $      | 33,395     | $   | $   (8,429)            | $                      | 746      | $     | (607)                  | $                      | (65)        | $ | 35,415      
|                                        |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |             
|Balances at January 1, 2005             | $            33                                | $  | 10,756  | $      | 34,627     | $   | (8,963)                | $                      | 391      | $     | (560)                  | $                      | (26)        | $ | 36,258      
|Comprehensive income:                   |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |             
|                                        | Net Income                                     |    |         |        |            | 639 |                        |                        |          |       |                        |                        |             |   |              | 639   
|                                        | Other comprehensive loss                       |    |         |        |            |     |                        |                        |          | (151) |                        |                        |             |   |              | (151) 
|                                        | Total comprehensive income                     |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |              | 488   
|Proceeds of common stock offering and   |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |             
|                                        | conversion of existing shares, net of expenses | 75 |         | 57,760 |            |     |                        |                        |          |       |                        | (2,360)                |             |   |              | 55,475
|Retirement of 1,747,266 treasury shares | (12)                                           |    | (8,963) |        |            |     | 8,963                  |                        |          |       |                        |                        |             |   | (12)        
|Amortization of Unearned Compensation   |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        | 13          |   | 13          
|Dividends paid ($0.066 per share)       |                                                |    |         |        | (229)      |     |                        |                        |          |       |                        |                        |             |   | (229)       
|ESOP shares released for                |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |             
|                                        | allocation (7,558 shares)                      |    |         | 70     |            |     |                        |                        |          |       |                        | 16                     |             |   |              | 86    
|                                        |                                                |    |         |        |            |     |                        |                        |          |       |                        |                        |             |   |             
|Balances at March 31, 2005              | $              96                              | $  | 59,623  | $      | 35,037     | $   | -                      | $                      | 240      | $     | (2,904)                | $                      | (13)        | $ | 92,079      



See accompanying notes to unaudited condensed consolidated financial statements.

ROME BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2005 and 2004

(unaudited) (in thousands)

|                                                      |                                                      |                                   |                                         |                                            |               |              |         | 2005         |  | 2004
|----------------------------------------------------- | ---------------------------------------------------- | --------------------------------- | --------------------------------------- | ------------------------------------------ | ------------- | ------------ | ------- | ------------ |  | ----
|Cash flows from operating activities:                 |                                                      |                                   |                                         |                                            |               |             
|                                                      | Net income                                           |                                   |                                         |                                            |               | $        639 |         | $        446
|                                                      | Adjustments to reconcile net income to net cash      |                                   |                                         |                                            |              
|                                                      |                                                      | Provided by operating activities: |                                         |                                            |               |              |        
|                                                      |                                                      |                                   | Depreciation and amortization           |                                            |               | 123          |         | 123         
|                                                      |                                                      |                                   | Increase in accrued interest receivable | (139)                                      |               | (15)        
|                                                      |                                                      |                                   | Net gain on securities  sold            | (29)                                       |               | (46)        
|                                                      |                                                      |                                   | Provision for loan losses               | -                                          |               | 100         
|                                                      |                                                      |                                   | Net loss on sales of real estate owned  | -                                          |               | 7           
|                                                      |                                                      |                                   | Net accretion on securities             |                                            | 1             |              | 5      
|                                                      |                                                      |                                   | Increase in other liabilities           |                                            | 331           |              | 282    
|                                                      |                                                      |                                   | Decrease in other assets                |                                            |               | 418          |         | 150         
|                                                      |                                                      |                                   | Allocation of ESOP shares               |                                            |               | 86           |         | 107         
|                                                      |                                                      |                                   | Amortization of Unearned Compensation   |                                            | 13            |              | 13     
|                                                      |                                                      |                                   |                                         | Net cash provided by operating activities  |               | 1,443        |         | 1,172       
|                                                      |                                                      |                                   |                                         |                                            |               |              |         |              |  |     
|Cash flows from investing activities:                 |                                                      |                                   |                                         |                                            |               |             
|                                                      | Net increase in loans                                |                                   |                                         |                                            | (5,305)       |              | (3,069)
|                                                      | Proceeds from sales of securities available for sale |                                   | 354                                     |                                            | 901          
|                                                      | Proceeds from maturities and principal reductions of |                                   |                                         |                                            |              
|                                                      |                                                      | securities available for sale     |                                         |                                            |               | 1,788        |         | 1,844       
|                                                      | Purchases of securities available for sale           |                                   |                                         | (2)                                        |               | -           
|                                                      | Redemption of Federal Home Loan Bank stock           | -                                 |                                         | 46                                        
|                                                      | Proceeds from maturities and principal reductions of |                                   |                                         |                                            |              
|                                                      |                                                      | securities held to maturity       |                                         |                                            |               | 17           |         | 35          
|                                                      | Proceeds from sales of real estate owned             |                                   |                                         | -                                          |               | 25          
|                                                      | Additions to premises and equipment                  |                                   |                                         | (128)                                      |               | (103)       
|                                                      |                                                      |                                   |                                         | Net cash used in investing activities      | (3,276)       |              | (321)  
|                                                      |                                                      |                                   |                                         |                                            |               |              |         |              |  |     
|Cash flows from financing activities:                 |                                                      |                                   |                                         |                                            |               |             
|                                                      | Decrease in time deposits                            |                                   |                                         | (1,280)                                    |               | (3,237)     
|                                                      | (Decrease) increase in other deposits                |                                   |                                         | (921)                                      |               | 2,782       
|                                                      | Net proceeds of stock offering and conversion        |                                   |                                         | 55,463                                     |               | -           
|                                                      | Repayments of borrowings                             |                                   |                                         |                                            | (11,739)      |              | (911)  
|                                                      | Additional borrowings                                |                                   |                                         |                                            | 3,000         |              | -      
|                                                      | Purchase of treasury stock                           |                                   |                                         |                                            | -             |              | (1,437)
|                                                      | Dividends paid                                       |                                   |                                         |                                            | (229)         |              | (306)  
|                                                      |                                                      |                                   |                                         | Net cash provided by  financing activities |               | 44,294       |         | (3,109)     
|                                                      |                                                      |                                   |                                         |                                            |               |              |         |              |  |     
|Net (decrease)  increase in cash and cash equivalents |                                                      | 42,461                            |                                         | (2,258)                                   
|Cash and cash equivalents at beginning of period      |                                                      |                                   | 6,929                                   |                                            | 14,055       
|                                                      |                                                      |                                   |                                         |                                            |               |              |         |              |  |     
|Cash and cash equivalents at end of period            |                                                      |                                   | $      49,390                           |                                            | $      11,797

Condensed Consolidated Statements of Cash Flows continued on next page.







ROME BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2005 and 2004

(unaudited) (in thousands)





|                                                  |                                                |  | 2005 |   | 2004
|------------------------------------------------- | ---------------------------------------------- |  | ---- | - | ----
|Supplemental disclosure of cash flow information: |                                                |  |      |   |     
|                                                  | Non-cash investing activities:                 |  |      |   |     
|                                                  | Transfer of loans to real estate owned         |  |      | - |     
|                                                  | Change in securities purchased and not settled |  |      | - |     
|                                                  | Cash paid during the period for:               |  |      |   |     
|                                                  | Interest                                       |  |      |   | 787 
|                                                  | Income taxes                                   |  |      |   | 251 

See accompanying notes to unaudited condensed consolidated financial statements.





ROME BANCORP, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(1)	Basis of Presentation



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, 2005 and December 31, 2004 and for the three month periods ended March 31, 2005 and 2004. 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, 2004 was derived from the Company's 2004 Annual Report on Form 10-KSB.  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 2004 consolidated financial statements, including the notes thereto included in the Company's Annual Report on Form 10- KSB.



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



(2) Stock Offering and Conversion

On March 30, 2005, the second step conversion of Rome MHC into a stock holding company structure and the related stock offering of this new stock holding company was completed. As a result of the second-step conversion, New Rome Bancorp, Inc. became the holding company for the Bank and was immediately renamed "Rome Bancorp, Inc." Rome Bancorp issued 5,900,000 shares of common stock  at a price of $10.00 per share in the related stock offering and exchanged 1,650,254 shares of common stock of the now predecessor Rome Bancorp, Inc. into 3,742,246 shares of common stock of the newly formed Rome Bancorp, Inc. pursuant to an exchange ratio of 2.26784, cashing out fractional shares. The reorganization was accounted for as a change in corporate form with no resulting change in the historical basis of the Company's assets, liabilities and equity. Direct offering costs totaling $3.2 million were deducted from the proceeds of the shares sold in the offering.As a result of the exchange and stock offering, as of March 31, 2005, the Company had 9,642,246 shares of common stock issued and outstanding. Net proceeds of $53.5 million were raised in the stock offering, excluding $2.36 million which was loaned by the company to a trust for the Employee Stock Ownership Plan (ESOP) enabling it to purchase 236,000 shares of common stock in the stock offering for allocation under such plan. In addition, as part of the conversion and dissolution of Rome MHC, the Bank received $1.9 million of cash previously held by Rome MHC.

As a result of the second-step conversion, all share and per share amounts have been restated giving retroactive recognition to the second-step conversion ratio of 2.26784. Options granted under the Company's 2000 Stock Option Plan and common shares held by the Company's ESOP and Recognition and Retention Plan prior to the conversion were also exchanged using the conversion ratio of 2.26784.

(3)  Earnings Per Share



The following summarizes the computation of earnings per share for the three month periods ended March 31, 2005 and 2004.

Three months ended

March 31

(in thousands, except share and per share data)







|                                            | 2005          | 2004         
|------------------------------------------- | ------------- | -------------
|Basic earnings per share:                   |               |              
|Income available to common shareholders     | $         639 | $         446
|Weighted average basic shares outstanding   | 9,346         | 9,338        
|                                            |               |              
|Basic earnings per share                    | $       0.07  | $        0.05
|                                            |               |              
|Diluted earnings per share:                 |               |              
|Income available to common shareholders     | $         639 | $         446
|Weighted average basic shares outstanding   | 9,346         | 9,338        
|Effect of dilutive securities:              |               |              
|Stock options                               | 207           | 229          
|Unearned compensation                       | 12            | 24           
|Weighted average diluted shares outstanding | 9,565         | 9,591        
|                                            |               |              
|Diluted earnings  per share                 | $        0.07 | $        0.05



(4)  Other Comprehensive Income (Loss)



Three months ended

March 31,





|                                                                                        |             |  |                          | 2005           |  | 2004         
|--------------------------------------------------------------------------------------- | ----------- |  | ------------------------ | -------------- |  | -------------
|Net change in unrealized gain (loss) on                                                 |             |  |                         
|available-for-sale securities arising during the period                                 | $     (281) |  | $     (125)             
|Reclassification adjustment for net realized gain                included in net income | (29)        |  | (47)                    
|Other comprehensive income (loss), before tax                                           | (252)       |  | (78)                    
|Deferred  tax expense (benefit)                                                         | (101)       |  | (31)                    
|                                                                                        |             |  |                          |                | 
|                                                                                        |             |  | Other comprehensive loss | $        (151) |  | $        (47)



|(5) | Securities                                           |                                 |                          |                       |        |        |        |        |                |                   |       
|--- | ---------------------------------------------------- | ------------------------------- | ------------------------ | --------------------- | ------ | ------ | ------ | ------ | -------------- | ----------------- | ------
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    | Securities are summarized as follows (in thousands): |                                 |                          |                       |        |       
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      |                                 |                          |                       |        |        |        |        | March 31, 2005 | December 31, 2004
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      |                                 |                          |                       |        |        |        |        | Amortized      |                   | Fair  
|    |                                                      |                                 |                          |                       |        |        |        |        | Cost           |                   | value 
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    | Available-for-sale:                                  |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      | U.S. Government agencies        | $                        | 1,501                 | $      | 1,563  | $      | 2,244  | $              | 2,325            
|    |                                                      | State and Municipal obligations |                          | 6,404                 |        | 6,777  |        | 7,004  |                | 7,266            
|    |                                                      | Mortgage-backed securities      |                          |                       |        |        |        |        |                |                  
|    |                                                      | FNMA                            |                          | -                     |        | -      |        | 126    |                | 129              
|    |                                                      | FHLMC                           |                          | 859                   |        | 893    |        | 840    |                | 883              
|    |                                                      | Corporate bonds                 |                          |                       |        | 2,519  |        | 2,571  |                | 3,024             |       
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      |                                 |                          | Total debt securities |        | 11,283 |        | 11,804 |                | 13,238            |       
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      | FHLB stock                      |                          |                       |        | 1,103  |        | 1,103  |                | 1,103             |       
|    |                                                      | Equity and other securities     |                          | 2,147                 |        | 2,226  |        | 2,500  |                | 2,672            
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      |                                 | Total available for sale | $                     | 14,533 | $      | 15,133 | $      | 16,841         | $                 | 17,494
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    | Held-to-maturity:                                    |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      | U.S. Government securities      | $                        | 1,317                 | $      | 1,299  | $      | 1,320  | $              | 1,313            
|    |                                                      | Mortgage-backed securities      |                          | -                     |        | -      |        | -      |                |                  
|    |                                                      | GNMA                            |                          | 93                    |        | 99     |        | 100    |                | 108              
|    |                                                      | FHLMC                           |                          | 5                     |        | 5      |        | 6      |                | 6                
|    |                                                      | Other bonds                     |                          |                       |        | 188    |        | 188    |                | 197               |       
|    |                                                      |                                 |                          |                       |        |        |        |        |                |                   |       
|    |                                                      |                                 | Total held to maturity   | $                     | 1,603  | $      | 1,591  | $      | 1,623          | $                 | 1,624 



FHLB stock is carried at cost since fair values are not readily determinable.



Securities pledged at both March 31, 2005 and December 31, 2004 had a carrying amount of $1.2 million. 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.

(6)



Loans are summarized as follows (in thousands):





|                |                          |                      | March 31,       | December 31, 
|--------------- | ------------------------ | -------------------- | --------------- | -------------
|                |                          |                      | 2005            | 2004         
|Mortgage loans: |                          |                     
|                | Residential (1-4 family) | $       117,473      | $       114,138
|                | Commercial               | 49,765               | 49,364         
|                | Construction and land    | 4,964                | 5,469          
|                |                          |                      |                 |              
|                |                          | Total Mortgage loans | 172,202         | 168,971      
|Other loans:    |                          |                     
|                | Commercial               | 22,648               | 21,507         
|                | Automobile loans         | 15,516               | 15,529         
|                | Property improvement     |                      |                
|                |                          | and equipment        | 13,664          | 12,766       
|                | Other consumer           | 14,568               | 14,499         
|                |                          |                      |                 |              
|                |                          | Total Other loans    | 66,396          | 64,301       
|                |                          |                      |                 |              
|                |                          | Total Loans          | $     238,598   | $     233,272







Changes in the allowance for loan losses are summarized as follows (in thousands):





|                                | Three months  ended
|------------------------------- | -------------------
|                                | March 31,          
|                                | 2005               
|                                |                    
|Balance at beginning of period  | $     2,000        
|Provision charged to operations | -                  
|Loans charged off               | (36)               
|Recoveries                      | 57                 
|                                |                    
|Balance at end of period        | $     2,021        





The Company's recorded investment in loans that are considered impaired totaled $254,000 and $268,000 at March 31, 2005 and December 31, 2004, respectively.  These impaired loans carried allowances of $89,000 at March 31, 2005 and $94,000 as of year-end 2004. The average recorded investment in impaired loans was $258,000 and $319,000 in the first quarters of 2005 and 2004, respectively. The Company recognized no interest on impaired loans during the three months ended March 31, 2005 and 2004.



The principal balances of loans not accruing interest amounted to $903,000 and $743,000 at March 31, 2005 and December 31, 2004, respectively.  Loans 90 days past due and accruing interest amounted to $115,000 and $86,000 at March 31, 2005 and December 31, 2004 and 2003, 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, 2005 and 2004 was $23,700 and $34,800, 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.



1. Stock-Based Compensation

The Company applies APB Opinion No. 25 and related Interpretations in accounting for its Stock Option Plan.  Accordingly, compensation expense is recognized only if the exercise price of the option is less than the fair value of the underlying stock at the grant date.  Statement of Financial Accounting Standards (SFAS) No. 123 requires companies not using a fair value based method of accounting for stock options or similar plans, to provide pro forma disclosure of net income and earnings per share as if that method of accounting had been applied.



The fair value of each option grant is estimated on the dates of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants made on September 28, 2000: dividend yield of 2.00%; expected volatility of 47.50%; risk free interest rate of 6.30%; and expected lives of five years.  The estimated weighted average fair value of the options granted on September 28, 2000 was $0.93 per option.

Pro forma disclosures for the Company for the periods ended March 31, 2004 and 2003 utilizing the estimated fair value of the options granted and an assumed 5% forfeiture rate are as follows:

Three months ended

March 31,

(in thousands, except per share data)





|                                                      |   | 2005          |   | 2004         | 
|----------------------------------------------------- | - | ------------- | - | ------------ | 
|                                                      |  
|Net income:                                           |   |               |   |              | 
|As reported                                           |   | $         639 |   | $        446 | 
|Add: Stock based compensation expense included in net |   |               |   |             
|income, net of related tax expense                    | 8 |               | 8 |             
|Deduct: Total stock based compensation expense        |   |               |   |             
|determined under fair value method, net of related    |   |               |   |             
|tax expense                                           |   | (17)          |   | (17)         | 
|Pro forma                                             |   | $        630  |   | $       437  | 
|                                                      |   |               |   |              | 
|Basic earnings per share:                             |   |               |   |              | 
|As reported                                           |   | $        0.07 |   | $      0.05  | 
|Pro forma                                             |   | $        0.07 |   | $      0.05  | 
|                                                      |   |               |   |              | 
|Diluted earnings per share:                           |   |               |   |              | 
|As reported                                           |   | $        0.07 |   | $      0.05  | 
|Pro forma                                             |   | $        0.07 |   | $      0.05  | 





Because the Company's stock options have characteristics significantly different from those of traded options for which the Black-Scholes model was developed, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models, in management's opinion, do not necessarily provide a reliable single measure of the fair value of its stock options.  In addition, the effect on reported net income and earnings per share for the periods ended March 31, 2005 and 2004 may not be representative of the effects on reported net income or earnings per share for future periods.



In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment. SFAS No. 123(R) establishes accounting standards for transactions in which a company exchanges its equity instruments for goods or services. In particular, this Statement will require companies to record compensation expense for all share-based payments, such as employee stock options, at fair market value. This Statement is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005 (the Companys fiscal period beginning July 1, 2005). The Company is currently reviewing the effect of this Statement on its consolidated financial statements.





(8)  Commitments and Contingencies



The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments consist of commitments to extend credit and involve, to varying degrees, elements of credit, market and interest rate risk in excess of the amounts recognized in the consolidated balance sheet.



Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company, is based on management's credit evaluation of the counterparty. Collateral held varies, but may include real estate, accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.  Substantially all commitments to extend credit, if exercised, will represent loans secured by real estate. At March 31, 2005 and 2004 the Company was committed to originate mortgage and other loans of approximately $9.3 million and $7.7 million, respectively.  At March 31, 2005 and 2004, the Company's fixed rate loan commitments totaled $5.5million and $3.8, respectively. The range of interest rates on these fixed rate commitments was 5.0% to 6.5% at March 31, 2005 and 5.0% to 6.75% at March 31, 2004. Commitments under unused lines of credit and letters of credit were approximately $11.1 million at March 31, 2005, as compared to $9.8 million at March 31, 2004.





(9)	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 benefits
|---------------------------------------- |  | ---------------- |  | -----------------------
|Components of net periodic pension cost: |  | 2005             |  | 2004                   
|Service cost                             |  | $        -       |  | $        -             
|Interest cost                            |  | 104              |  | 108                    
|Expected return on plan assets           |  | (164)            |  | (160)                  
|Curtailment charge                       |  | -                |  | -                      
|Amortization                             |  | 17               |  | 20                     
|                                         |  |                  |  |                        
|Net periodic pension cost                |  | $   (43)         |  | $   (32)               



In December of 2002, the Company's Board of Directors amended the defined benefit pension plan to cease the accrual of further benefits. For the fiscal year ended December 31, 2005, the Company expects to make no contributions to the defined benefit pension plan.





(10)	Borrowings



The Company is a member of the Federal Home Loan Bank of New York (FHLB).  As a member, the Company is required to own capital stock in the FHLB and is authorized to apply for advances from the FHLB.  The following is a summaryof advances from the FHLB (in thousands):





|                                                         |  | At March 31, |  | At December 31,
|-------------------------------------------------------- |  | ------------ |  | ---------------
|                                                         |  | 2005         |  | 2004           
|Bearing interest at 2.62% fixed, due 3/15/05             |  | -            |  | $   4,500      
|FHLB Overnight Line of Credit, bearing
interest at 2.38% |  | -            |  | 4,000          



The Company is indebted to the FHLB under the following amortizing notes.  The Company has a blanket pledge on their one-to-four family mortgage loans as collateral for these borrowings.





|                                              |  | At March 31, |  | At December 31,
|--------------------------------------------- |  | ------------ |  | ---------------
|                                              |  | 2005         |  | 2004           
|Bearing interest at 3.67% fixed, due 7/3/15   |  | $  2,676     |  | 2,728          
|Bearing interest at 3.36% fixed, due 7/3/13   |  | 4,747        |  | 4,869          
|Bearing interest at 3.59% fixed, due 11/26/08 |  | 2,681        |  | 2,746          















The following table summarizes the combined aggregate amount of maturities for the above advances and notes for each of the five years after March 31, 2005, as well as remaining maturities beyond five years:







|Due in one year              | $       977 
|---------------------------- | ------------
|Due one through two years    | 1,012       
|Due two through three years  | 1,047       
|Due three through four years | 2,644       
|Due four through five years  | 816         
|Due past five years          | 3,608       
|Total                        | $     10,104





At



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. with the Securities and Exchange Commission, in Rome Bancorp, Inc. 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, Inc. wishes to caution readers not to place undue reliance on such forward-looking statements, which speak only as of the date made.  The following important factors, among others, in some cases have affected and in the future could affect Rome Bancorp, Inc. actual results, and could cause Rome Bancorp, Inc. actual financial performance to differ materially from that expressed in any forward-looking statement:  (1) competitive pressures among depository and other financial institutions may increase significantly; (2) revenues may be lower than expected; (3) changes in the interest rate environment may reduce interest margins; (4) general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit; (5) legislative or regulatory changes, including changes in accounting standards, may adversely affect the business in which the Company is engaged; (6) competitors may have greater financial resources and developed products that enable such competitors to compete more successfully than the Company; and (7) adverse changes may occur in the securities markets or with respect to inflation.  The foregoing list should not be construed as exhaustive, and Rome Bancorp, Inc. 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, 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. Following its conversion to 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 it operates in. 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 2005 was $639,000, an increase of 43.3% over the prior year's first quarter net income of $446,000. The significant factors and trends impacting the first quarter of 2005, which are discussed in greater depth below, were as follows:



- 2005 first quarter net interest income increased by $206,000 or 7.4% from the same quarter last year as a result of the net interest margin increasing from 4.73% to 4.81%. This increase is attributable to growth in the Company's loan portfolio and reduced rates paid on deposits and borrowings.

- Non-interest expense increased to $2.5 million in the first quarter of 2005 from $2.4 million in the prior year primarily due to higher salary and equipment costs.
- Non-interest income increased $81,000 over first quarter 2004 levels primarily due to an increase in customer fee income.
- The Company's recorded no provision for loan losses in the quarter ended March 2005, as compared to $100,000 in the prior year. The lower provision is indicative of continued low levels in non-performing loans, as discussed further below.



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.



Management also considers the accounting policy relating to the impairment of long lived assets to be a critical accounting policy due to the subjectivity and judgment involved and the material effect an impairment loss could have on the results of operations.A decline in the fair value of long lived asset below cost that is deemed to be other than temporary is charged to earnings resulting in the establishment of a new cost basis for the asset.  Management continually reviews the current value of its long lived assets for evidence of other than temporary impairment.



These 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, we encourage the reader to review each of the policies included in Note 2 to the consolidated financial statements reported on the Company's 2004 Form 10-KSB to obtain a better understanding of how our financial performance is reported.





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, 2005    
|                                                                                          |                                 |                                            |                                              
|                                                                                          |                                 |                                            | Average                                      
|                                                                                          |                                 |                                            | Balance                                      
|Assets:                                                                                   |                                 |                                            |                                              
|Interest-earning assets:                                                                  |                                 |                                            |                                              
|                                                                                          | Loans                           | $     233,595                              | $       3,572                                
|                                                                                          | Securities (1)                  | 17,840                                     | 215                                          
|                                                                                          | Federal funds sold & other      |                                            |                                              
|                                                                                          |                                 | interest bearing deposits                  | 5,251                                        
|                                                                                          |                                 | Total interest-earnings assets             | 256,686                                      
|Noninterest-earning assets                                                                | 17,716                          |                                            |                                              
|                                                                                          |                                 | Total assets                               | $      274,402                               
|Liabilities and Shareholders' Equity:                                                     |                                 |                                            |                                              
|Interest-bearing liabilities:                                                             |                                 |                                            |                                              
|                                                                                          | Savings accounts                | $        102,283                           | $           178                              
|                                                                                          | Time deposits                   | 68,515                                     | 421                                          
|                                                                                          | Money market accounts           | 7,786                                      | 19                                           
|                                                                                          | Other interest bearing deposits | 9,371                                      | 14                                           
|                                                                                          |                                 | Total interest-bearing deposits            | 187,955                                      
|                                                                                          | Borrowings                      | 17,766                                     | 138                                          
|                                                                                          |                                 | Total interest-bearing liabilities         | 205,721                                      
|Noninterest-bearing deposits                                                              | 27,192                          |                                            |                                              
|Other liabilities                                                                         | 4,308                           |                                            |                                              
|                                                                                          | Total liabilities               | 237,221                                    |                                              
|Shareholders' equity                                                                      | 37,181                          |                                            |                                              
|                                                                                          |                                 | Total liabilities and shareholders' equity | $     274,402                                
|Net interest income                                                                       |                                 | 3,043                                      |                                              
|Tax equivalent adjustment on securities                                                   |                                 | (41)                                       |                                              
|Net interest income per consolidated                                                      |                                 |                                            |                                              
|financial statements                                                                      |                                 | $        3,002                             |                                              
|                                                                                          |                                 |                                            |                                              
|Net interest rate spread                                                                  |                                 |                                            | 4.45%                                        
|Net interest margin                                                                       |                                 |                                            | 4.81%                                        
|Ratio of interest-earning assets to                                                       |                                 |                                            |                                              
|                                                                                          | interest-bearing liabilities    |                                            |                                              
|(1) Includes tax equivalent adjustment for the Company's tax-exempt municipal securities. |                                 |                                           







Rate Volume Analysis 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.

























|                              |                                 |                                    | Rate Volume Analysis                         
|----------------------------- | ------------------------------- | ---------------------------------- | ---------------------------------------------
|                              |                                 |                                    | Three months ended March 31, 2005            
|                              |                                 |                                    | Compared to Three months ended March 31, 2004
|                              |                                 |                                    |                                              
|                              |                                 |                                    | Increases (decreases) due to                 
|                              |                                 |                                    | Rate                                         
|                              |                                 |                                    |                                              
|Assets:                       |                                 |                                    |                                              
|Interest-earning assets:      |                                 |                                    |                                              
|                              | Loans                           | $        (134)                     | $         385                                
|                              | Securities                      | 17                                 | (108)                                        
|                              | Federal funds sold & other      |                                    |                                              
|                              |                                 | Interest bearing deposits          | 15                                           
|                              |                                 | Total interest-earnings assets     | (102)                                        
|                              |                                 |                                    |                                              
|Interest-bearing liabilities: |                                 |                                    |                                              
|                              | Savings accounts                | (37)                               | 21                                           
|                              | Time deposits                   | 8                                  | (2)                                          
|                              | Money market accounts           | 2                                  | (1)                                          
|                              | Other interest bearing deposits | (5)                                | 6                                            
|                              |                                 | Total interest-bearing deposits    | (32)                                         
|                              | Borrowings                      | (19)                               | 2                                            
|                              |                                 | Total interest-bearing liabilities | (51)                                         
|                              |                                 |                                    |                                              
|Net change in interest income | $        (51)                   | $        246                       | $       195                                  









Comparison of Financial Condition at March 31, 2005 and December 31, 2004:



Total assets at March 31, 2005 were $313.4 million, an increase of $45.2 million from $268.2 million at December 31, 2004.  Cash and federal funds increased by $42.5 million in the first quarter of 2005 from $6.9 million at December 31, 2004 to $49.4 million at March 31, 2005 due to receipt of  the proceeds of the Company's stock offering which closed on March 30, 2005. Securities decreased by $2.4 million from $19.1 million to $16.7 million over the same period.  The decrease in securities was attributable to the sale of one security, as well as maturities in the investment portfolio. These decreases were utilized to fund increases in the Company's loan portfolio.



The Company's loan portfolio increased by $5.3 million, or 2.3%, during the first quarter of 2005 from $233.3 million at December 31, 2004 to $238.6 million at March 31, 2005. During the first three months of 2005, the Company originated approximately $12.3 million of loans, as compared to approximately $20.2 million of loans originated in the same period of 2004. The majority of the growth in the loan portfolio in the first quarter of 2005 has been in the mortgage area. This growth is attributable to the Company's emphasis on marketing these products as well as a lower volume of loan prepayments. Asset quality continues to be strong, as non-performing loans as a percentage of total loans grew slightly to 0.43% at March 31, 2005 as compared to 0.36% at December 31, 2004. The allowance for loan losses as a percentage of total loans was 0.85% and 0.86% at March 31, 2005 and December 31, 2004, respectively. In addition, the allowance for loan losses as a percent of non-performing loans was 198.7% at March 31, 2005, as compared to 241.3% at December 31, 2004.



Total deposits decreased slightly from $208.8 million at year-end to $206.6 million at March 31, 2005.  The overall decrease in deposits is attributable to the purchase of stock in the second-step offering by depositors using funds on deposit. Non-interest bearing deposits grew by $2.2 million or 8.2% during the first quarter of 2005. Money market accounts decreased over the same period by $2.0 million, or 26.9%. During the current quarter, savings deposits, time deposits and other interest bearing deposits decreased by $732,000, $921,000 and $728,000, respectively.





Comparison of Operating Results for the Three-Month Periods Ended March 31, 2004 and 2003



General



During the three months ended March 31, 2005, the Company recorded net income of $639,000 as compared to $446,000 for the first quarter of 2004.  The increase in net income is comprised of a $206,000 increase in net interest income before loan loss provision, a reduction of loan loss provision of $100,000 and an increase of $81,000 in non-interest income, which were partially offset by an increase in non-interest expense of $94,000 and a $100,000 increase in income tax expense.



Diluted earnings per share were $0.07 per diluted share for the three months ended March 31, 2005 in comparison to $0.05 per diluted share for the same quarter of 2004.  The increase in earnings per share is directly attributed to the above referenced increase in first quarter net income.



Net Interest Income



Net interest income before loan loss provision for the quarter ended March 31, 2005 increased by $206,000 or 7.4% as compared to the same quarter of 2004. This increase is attributable to growth in the Company's loan portfolio and reduced interest expense paid on deposits and borrowings.



Interest Income



Interest income increased to $3.8 million for the quarter ended March 31, 2005 from $3.6 million for the same quarter of 2004.  The increase in interest income was attributable to the growth in the Company's loan portfolio, partially offset by a decrease in average securities balances, which in the present environment, generate lower yields than loans. Average loan balances for the first quarter of 2005 were $235.6 million, an increase of $25.2 million over the average outstanding loans for the first quarter of 2004. The yield on the Company's loan portfolio for the quarter ended March 31, 2005 was 6.12% in comparison to a yield of 6.37% for the same period last year. Interest income on securities declined $80,000 from $254,000 for the quarter ended March 31, 2004 to $174,000 for the quarter ended March 31, 2005. Comparatively, the average balance of securities declined by $9.8 million, or 35.3% from the first quarter of 2004 to $17.8 million for the current quarter and the yield on the Company's securities increased from 4.44% to 4.82% for the same periods, respectively. Finally, interest income on federal funds sold and other interest bearing deposits increased by $10,000 to $26,000 for the quarter ended March 31, 2005 from the same quarter in 2004 due to increased yields, partially offset by a $2.5 million decrease in average balances outstanding.



Interest Expense



Interest expense decreased from $795,000 in the quarter ended March 31, 2004 to $770,000 for the same quarter of 2005. Interest expense on deposits declined from $640,000 for the quarter ended March 31, 2004 to $632,000 for the quarter ended March 31, 2005, reflecting a decrease in the average cost of interest bearing deposits from 1.46% to 1.34% for the first quarters of 2004 and 2005, respectively. The decline in the average cost of deposits was consistent with the current short term market rates. Outstanding average interest bearing deposits for the quarter ended March 31, 2005 increased by $12.1 million, or 6.9%, over the same period a year earlier. Interest expense on borrowed funds decreased to $138,000 for the quarter ended March 31, 2005 from $155,000 for the comparative quarter of 2004 primarily due to a decrease in cost of borrowings to 3.11% in the first quarter of 2005 as compared 3.53% for the same period last year.



Provision for Loan Losses



The Company recorded no provision for loan losses in the first quarter of 2005 as compared to a provision of $100,000 in the same quarter of 2004. Asset quality has improved throughout 2004 and the current quarter with non-performing loans as a percent of loans of 0.43% and the allowance for loan losses as a percent of non-performing loans of 198.7% at March 31, 2005, as compared to 0.56% and 156.2%, respectively at March 31, 2004. During the current quarter, the Company recorded net loan recoveries of $21,000 versus net loan charge-offs of $48,000 in the first quarter of 2004.



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 grew by $81,000 to $470,000 in the first quarter of 2005, a 20.8% increase over the same period of 2004. This increase is primarily attributable to increases in customer fee income totaling $73,000, primarily on demand deposit accounts. Partially offsetting the increase in fee income was a decrease in gains on securities sales of $17,000 as compared to the same quarter of 2004.

Non-interest expense increased by $94,000 to $2.5 million in the current quarter compared to $2.4 million in the same period of 2004, primarily due to cost increases in employee and equipment costs.,(32 k legal, 32 K ATM fees, 15K audits and consulting)

Income tax expense for the first quarter of 2005 increased to $351,000 from $251,000 in the same period of 2004, directly due to the increase in pre-tax income.





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 Federal Home Loan Bank of New York that allows it to borrow up to $26.2 million.  At March 31, 2004, the Bank had no outstanding borrowings on this line of credit, but did have outstanding advances and amortizing notes totaling $10.1 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.



On March 30, 2005, the Company closed on its "second-step" conversion and stock offering. As a result of the stock offering, the Company received net proceeds of $53.5 million, excluding $2.36 million which was loaned by the Company to the ESOP enabling it to purchase 236,000 shares of common stock in the stock offering for future allocation to participants. In addition, the Company received $1.9 million previously held by Rome MHC as part of the reorganization. Of the proceeds received, $11.5 million were utilized to pay down FHLB advances and overnight lines of credit.



The Company's primary investing activities include the origination of loans and to a lesser extent the purchase of investment securities.  For the quarter ended March 31, 2005, the Company originated loans of approximately $12.3 million, as compared to $20.2 of loans originated in the first quarter of 2004.



At March 31, 2005, the Company had loan commitments to borrowers of approximately $9.3 million, and available letters and lines of credit of approximately $11.1 million.



Time deposit accounts scheduled to mature within one year were $45.7 million at March 31, 2005.  Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of these time deposits will remain with the Company.  We are committed to maintaining a strong liquidity position; therefore, the Company monitors its liquidity position on a daily basis.  The Company anticipates that it will have sufficient funds to meet its current funding commitments.  The marginal cost of new funding however, whether from deposits or borrowings from the Federal Home Loan Bank, 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 Federal Home Loan Bank in the future.



At March 31, 2005, the Bank exceeded each of the applicable regulatory capital requirements.  The Bank's leverage (Tier 1) capital at March 31, 2005 was $55.5 million, or 17.59% of adjusted assets. In order to be classified as "well-capitalized" by the FDIC, the Bank is required to have leverage (Tier 1) capital of $15.8 million, or 5.0% of adjusted assets. To be classified as a well-capitalized bank by the FDIC, the Bank must also have a total risk-based capital ratio of 10.0%. At March 31, 2005, the Bank had a total risk-based capital ratio of 27.26%.



The Company paid cash dividends of $0.066 per share during the three-month period ended March 31, 2005 at a cost of $229,000.



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.



Recent Accounting Pronouncements



In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") became law in the United States. The Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the Medicare benefit. We maintain a postretirement benefit plan that may be impacted by the Act. In May 2004, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position ("FSP") No. FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." This FSP provides authoritative guidance on the accounting for the effects of the Act and supersedes FSP FAS 106-1. FSP No. 106-2 is effective for the first interim or annual period beginning after June 15, 2004 which, for the Company, is July 1, 2004. However, if the effects of the Act are not a significant event as defined in FSP No. 106-2, or if benefits under the Company's plan  are not actuarially equivalent to the Medicare benefit, then effects of the Act will be measured at the next measurement date for the plan. The next measurement date for the Company's postretirement benefit plan is December 31, 2005.

Net periodic benefit costs for postretirement benefits in footnote nine do not reflect any amount associated with the subsidy provided by the Act because the Company was unable to conclude whether the benefits provided by its plan are actuarially equivalent to Medicare Part D under the Act.

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment. SFAS No. 123(R) establishes accounting standards for transactions in which a company exchanges its equity instruments for goods or services. In particular, this Statement will require companies to record compensation expense for all share-based payments, such as employee stock options, at fair market value. This Statement is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005 (the Companys fiscal period beginning July 1, 2005). The Company is currently reviewing the effect of this Statement on its consolidated financial statements.



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, 2004. 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 2004 Form 10-KSB.



As a result of receipt of the proceeds of the Company's reorganization and stock offering on March 30, 2005, the Company had deposit balances with two financial institutions in the amounts of $33.0 million and $9.8 million. This asset concentration is temporary in nature and will diminish as the stock offering proceeds are deployed into other earning assets.



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 Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

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 2.	Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3.	Defaults Upon Senior Securities



None.



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



On March 22, 2005, a special meeting of the stockholders of Rome Bancorp, Inc. was convened at which the stockholders voted on both a proposal to approve the Amended and Restated Plan of Conversion and Agreement of Reorganization by and among Rome Bancorp, the Bank, Rome, MHC and New Rome Bancorp, Inc., pursuant to which the second-step conversion and stock offering was effectuated (the "Second-Step Conversion Proposal") and a proposal to adjourn such special meeting, if necessary (the "Adjournment Proposal").  The results of such special meeting were as follows:

1.	The Second-Step Conversion Proposal

For:	  	3,835,174

Against:	     47,810

Abstained:	          585

2.	The Adjournment Proposal

For:	  	3,832,894

Against:	     49,622

Abstained:	       1,058



Item 5.	           Other Information



None.

Item 6.	Exhibits and Reports on Form 8-K



1. Exhibits:

31 - Rule 13a-14(a)/15d-14(a) Certifications

32 - Section 1350 Certifications

















SIGNATURES



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





Rome Bancorp, Inc.



|Name                                   |  | Title                                                                                      | Date       
|-------------------------------------- |  | ------------------------------------------------------------------------------------------ | -----------
|/s/Charles M. Sprock
Charles M. Sprock |  | Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer) | May 5, 2005
|/s/David C. Nolan
David C. Nolan       |  | Treasurer and Chief Financial Officer (Principal Financial Officer)                        | May 5, 2005
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