UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549FORM 10-Q

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2008Commission file number 000-27481Rome Bancorp, Inc.(Exact name of registrant as specified in its charter)

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

100 West Dominick Street, Rome, NY 13440-5810(Address of Principal executive offices)(315) 336-7300(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months and (2) has been subject
to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer o      Accelerated
filer x      Non-accelerated filer o       Smaller Reporting
Company o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) Yes o      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                         |  |               
|Common Stock, par value $0.01 |  | 7,266,866     

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ROME BANCORP, INC.FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2008TABLE OF CONTENTS

|         |  |                                                             |   
|-------- |  | ----------------------------------------------------------- | --
|         |  |                                                             |   
|        
|PART I   |  | FINANCIAL INFORMATION                                       |   
|        
|ITEM 1.  |  | FINANCIAL STATEMENTS (unaudited):                           |   
|         |  | CONDENSED CONSOLIDATED BALANCE SHEET                        | 3 
|         |  | CONDENSED CONSOLIDATED STATEMENTS OF INCOME                 | 4 
|         |  | CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY    | 5 
|         |  | AND COMPREHENSIVE INCOME                                    |   
|         |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS             | 6 
|         |  | NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL         | 8 
|         |  | STATEMENTS                                                  |   
|        
|ITEM 2.  |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL           |   
|         |  | CONDITION AND RESULTS OF OPERATIONS                         | 15
|ITEM 3.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  | 23
|ITEM 4.  |  | CONTROLS AND PROCEDURES                                     | 23
|        
|PART II  |  | OTHER INFORMATION                                           |   
|        
|ITEM 1.  |  | LEGAL PROCEEDINGS                                           | 24
|ITEM 1A. |  | RISK FACTORS                                                | 24
|ITEM 2.  |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 24
|ITEM 3.  |  | DEFAULTS UPON SENIOR SECURITIES                             | 24
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         | 25
|ITEM 5.  |  | OTHER INFORMATION                                           | 25
|ITEM 6.  |  | EXHIBITS                                                    | 25
|        
|         |  | SIGNATURES                                                  | 27

2

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PART I FINANCIAL INFORMATIONItem 1. Financial Statements

ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Balance SheetJune 30, 2008 and December 31, 2007(in thousands, except share data)

|                                                                      |  |   |             |   |   |              |  
|--------------------------------------------------------------------- |  | - | ----------- | - | - | ------------ | -
|                                                                      |  |   | (Unaudited) |   |   |              |  
|                                                                      |  |   | June 30,    |   |   | December 31, |  
|                                                                      |  |   | 2008        |   |   | 2007         |  
|Assets                                                                |  |   |             |   |   |              |  
|                                                                     
|Cash and due from banks                                               |  | $ | 7,364       |   | $ | 6,978        |  
|Federal funds sold and other short-term investments                   |  |   | 1,146       |   |   | 1,040        |  
|Total cash and cash equivalents                                       |  |   | 8,510       |   |   | 8,018        |  
|Securities available for sale, at fair value                          |  |   | 2,868       |   |   | 2,674        |  
|Securities held to maturity (fair value of $1,502 and $1,195          |  |   |             |   |   |              |  
|at June 30, 2008 and December 31, 2007, respectively)                 |  |   | 1,462       |   |   | 1,147        |  
|Federal Home Loan Bank Stock                                          |  |   | 2,740       |   |   | 2,344        |  
|Loans                                                                 |  |   | 290,584     |   |   | 282,952      |  
|Less: Allowance for loan loss                                         |  |   | (1,918      | ) |   | (1,910       | )
|Net loans                                                             |  |   | 288,666     |   |   | 281,042      |  
|Premises and equipment, net                                           |  |   | 6,595       |   |   | 6,568        |  
|Accrued interest receivable                                           |  |   | 1,043       |   |   | 1,124        |  
|Bank-owned life insurance                                             |  |   | 8,795       |   |   | 8,598        |  
|Other assets                                                          |  |   | 7,174       |   |   | 6,616        |  
|Total assets                                                          |  | $ | 327,853     |   | $ | 318,131      |  
|                                                                     
|Liabilities & Equity                                                  |  |   |             |   |   |              |  
|                                                                     
|Liabilities                                                           |  |   |             |   |   |              |  
|Deposits:                                                             |  |   |             |   |   |              |  
|Non-interest bearing                                                  |  | $ | 30,738      |   | $ | 29,509       |  
|Savings                                                               |  |   | 82,323      |   |   | 79,750       |  
|Money market                                                          |  |   | 10,003      |   |   | 7,406        |  
|Time                                                                  |  |   | 72,830      |   |   | 73,209       |  
|Other interest bearing                                                |  |   | 13,667      |   |   | 13,158       |  
|Total deposits                                                        |  |   | 209,561     |   |   | 203,032      |  
|Borrowings                                                            |  |   | 48,200      |   |   | 40,333       |  
|Other liabilities                                                     |  |   | 5,660       |   |   | 5,729        |  
|Total
liabilities                                                     |  |   | 263,421     |   |   | 249,094      |  
|                                                                     
|Shareholders' equity                                                  |  |   |             |   |   |              |  
|Common Stock, $0.01 par value; authorized: 30,000,000 shares;         |  |   |             |   |   |              |  
|issued and outstanding 9,893,716 and 7,333,666 shares at June 30,     |  |   |             |   |   |              |  
|2008 and 9,891,515 and 7,788,415 shares at December 31, 2007          |  |   | 99          |   |   | 99           |  
|Additional paid-in capital                                            |  |   | 62,187      |   |   | 61,884       |  
|Retained earnings                                                     |  |   | 36,481      |   |   | 36,179       |  
|Accumulated other comprehensive income (loss)                         |  |   | (357        | ) |   | (376         | )
|Treasury stock 2,560,050 shares at June 30, 2008 and 2,103,100 shares |  |   |             |   |   |              |  
|at
December 31, 2007                                                  |  |   | (31,827     | ) |   | (26,488      | )
|Unallocated shares of employee stock ownership plan (ESOP): 347,224   |  |   |             |   |   |              |  
|shares at June 30, 2008 and 370,206 shares at December 31, 2007       |  |   | (2,151      | ) |   | (2,261       | )
|Total shareholders' equity                                            |  |   | 64,432      |   |   | 69,037       |  
|Total liabilities and shareholders' equity                            |  | $ | 327,853     |   | $ | 318,131      |  

See accompanying notes to unaudited condensed consolidated financial statements.

3

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ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Statements of IncomeFor the Three and Six Months Ended June 30, 2008 and 2007(in thousands, except share data)(unaudited)

|                                                    |  |   |                            |  |   |                          |  |   |       |  |      |      
|--------------------------------------------------- |  | - | -------------------------- |  | - | ------------------------ |  | - | ----- |  | ---- | -----
|                                                    |  |   | For the three months ended |  |   | For the six months ended
|                                                    |  |   | June 30,                   |  |   | June 30,                
|                                                    |  |   | 2008                       |  |   | 2007                     |  |   | 2008  |  | 2007
|                                                   
|Interest income:                                    |  |   |                            |  |   |                          |  |   |       |  |      |      
|Loans                                               |  | $ | 4,314                      |  | $ | 4,330                    |  | $ | 8,733 |  | $    | 8,585
|Securities                                          |  |   | 88                         |  |   | 76                       |  |   | 169   |  |      | 152  
|Other short-term investments                        |  |   | 6                          |  |   | 14                       |  |   | 15    |  |      | 27   
|Total interest income                               |  |   | 4,408                      |  |   | 4,420                    |  |   | 8,917 |  |      | 8,764
|                                                   
|Interest expense:                                   |  |   |                            |  |   |                          |  |   |       |  |      |      
|Deposits                                            |  |   | 852                        |  |   | 859                      |  |   | 1,753 |  |      | 1,641
|Borrowings                                          |  |   | 351                        |  |   | 284                      |  |   | 721   |  |      | 547  
|Total interest expense                              |  |   | 1,203                      |  |   | 1,143                    |  |   | 2,474 |  |      | 2,188
|                                                   
|Net interest income                                 |  |   | 3,205                      |  |   | 3,277                    |  |   | 6,443 |  |      | 6,576
|                                                   
|Provision for loan losses                           |  |   | -                          |  |   | -                        |  |   | -     |  |      | -    
|Net interest income after
provision for loan losses |  |   | 3,205                      |  |   | 3,277                    |  |   | 6,443 |  |      | 6,576
|                                                   
|Non-interest income:                                |  |   |                            |  |   |                          |  |   |       |  |      |      
|Net gain on securities transactions                 |  |   | -                          |  |   | 11                       |  |   | -     |  |      | 11   
|Other                                               |  |   | 577                        |  |   | 544                      |  |   | 1,091 |  |      | 1,071
|Total non-interest income                           |  |   | 577                        |  |   | 555                      |  |   | 1,091 |  |      | 1,082
|                                                   
|                                                   
|Non-interest expense:                               |  |   |                            |  |   |                          |  |   |       |  |      |      
|Salaries and employee benefits                      |  |   | 1,406                      |  |   | 1,451                    |  |   | 3,017 |  |      | 2,857
|Building, occupancy and equipment                   |  |   | 486                        |  |   | 475                      |  |   | 966   |  |      | 930  
|Other                                               |  |   | 686                        |  |   | 735                      |  |   | 1,342 |  |      | 1,397
|Total non-interest expense                          |  |   | 2,578                      |  |   | 2,661                    |  |   | 5,325 |  |      | 5,184
|                                                   
|                                                   
|Income before income tax expense                    |  |   | 1,204                      |  |   | 1,171                    |  |   | 2,209 |  |      | 2,474
|Income tax expense                                  |  |   | 424                        |  |   | 424                      |  |   | 729   |  |      | 890  
|Net income                                          |  | $ | 780                        |  | $ | 747                      |  | $ | 1,480 |  | $    | 1,584
|                                                   
|Basic earnings per share                            |  | $ | 0.11                       |  | $ | 0.10                     |  | $ | 0.21  |  | $    | 0.20 
|Diluted earnings per share                          |  | $ | 0.11                       |  | $ | 0.09                     |  | $ | 0.21  |  | $    | 0.20 

See accompanying notes to unaudited condensed consolidated financial statements.

4

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ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Statement of Shareholders'Equity and Comprehensive IncomeFor the Six Months Ended June 30, 2008 and 2007(in thousands, except share and per share data) (unaudited)

|                                      |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|------------------------------------- |  | - | ------ |  | - | ---------- |  | - | -------- | - | - | -------- | - | - | ------------- | - | - | ----------- | - | - | ------ | -
|                                      |  |   |        |  |   |            |  |   |          |   |   |          |   |   | Accumulated   |   |   |             |   |   |        |  
|                                      |  |   |        |  |   | Additional |  |   |          |   |   |          |   |   | other         |   |   | Unallocated |   |   |        |  
|                                      |  |   | Common |  |   | Paid-in    |  |   | Retained |   |   | Treasury |   |   | comprehensive |   |   | ESOP        |   |   |        |  
|                                      |  |   | stock  |  |   | Capital    |  |   | earnings |   |   | Stock    |   |   | Income (loss) |   |   | shares      |   |   | Total  |  
|Balances at January 1, 2007           |  | $ | 97     |  | $ | 60,712     |  | $ | 35,643   |   | $ | (16,307  | ) | $ | (633          | ) | $ | (2,481      | ) | $ | 77,031 |  
|Comprehensive income:                 |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|Net Income                            |  |   | -      |  |   | -          |  |   | 1,584    |   |   | -        |   |   | -             |   |   | -           |   |   | 1,584  |  
|Other comprehensive loss              |  |   | -      |  |   | -          |  |   |          |   |   | -        |   |   | (2            | ) |   | -           |   |   | (2     | )
|Total comprehensive income            |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   | 1,582  |  
|Purchase of 281,172 treasury shares   |  |   | -      |  |   | -          |  |   | -        |   |   | (3,545   | ) |   | -             |   |   | -           |   |   | (3,545 | )
|Amortization of unearned compensation |  |   | -      |  |   | 129        |  |   | -        |   |   | -        |   |   | -             |   |   | -           |   |   | 129    |  
|Dividends paid ($0.16 per share)      |  |   | -      |  |   | -          |  |   | (1,296   | ) |   | -        |   |   | -             |   |   | -           |   |   | (1,296 | )
|Exercise of stock options             |  |   | 2      |  |   | 466        |  |   | -        |   |   | -        |   |   | -             |   |   | -           |   |   | 468    |  
|ESOP shares released for              |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|allocation (22,982 shares)            |  |   | -      |  |   | 176        |  |   | -        |   |   | -        |   |   | -             |   |   | 110         |   |   | 286    |  
|Balances at June 30, 2007             |  | $ | 99     |  | $ | 61,483     |  | $ | 35,931   |   | $ | (19,852  | ) | $ | (635          | ) | $ | (2,371      | ) | $ | 74,655 |  
|                                     
|Balances at January 1, 2008           |  | $ | 99     |  | $ | 61,884     |  | $ | 36,179   |   | $ | (26,488  | ) | $ | (376          | ) | $ | (2,261      | ) | $ | 69,037 |  
|Comprehensive income:                 |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|Net Income                            |  |   | -      |  |   | -          |  |   | 1,480    |   |   | -        |   |   | -             |   |   | -           |   |   | 1,480  |  
|Other comprehensive income            |  |   | -      |  |   | -          |  |   | -        |   |   | -        |   |   | 19            |   |   | -           |   |   | 19     |  
|Total comprehensive income            |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   | 1,499  |  
|Purchase of 456,950 treasury shares   |  |   | -      |  |   | -          |  |   | -        |   |   | (5,339   | ) |   | -             |   |   | -           |   |   | (5,339 | )
|Effect of changing pension plan       |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|measurement date pursuant to          |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|FAS No. 158                           |  |   | -      |  |   | -          |  |   | 48       |   |   | -        |   |   | -             |   |   | -           |   |   | 48     |  
|Amortization of unearned compensation |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|and related tax benefit               |  |   | -      |  |   | 148        |  |   | -        |   |   | -        |   |   | -             |   |   | -           |   |   | 148    |  
|Dividends paid ($0.17 per share)      |  |   | -      |  |   | -          |  |   | (1,226   | ) |   | -        |   |   | -             |   |   | -           |   |   | (1,226 | )
|ESOP shares released for              |  |   |        |  |   |            |  |   |          |   |   |          |   |   |               |   |   |             |   |   |        |  
|allocation (22,982 shares)            |  |   | -      |  |   | 155        |  |   | -        |   |   | -        |   |   | -             |   |   | 110         |   |   | 265    |  
|Balances at June 30, 2008             |  | $ | 99     |  | $ | 62,187     |  | $ | 36,481   |   | $ | (31,827  | ) | $ | (357          | ) | $ | (2,151      | ) | $ | 64,432 |  

See accompanying notes to unaudited condensed consolidated financial statements.

5

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ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Statements of Cash FlowsFor the Six Months Ended June 30, 2008 and 2007(unaudited) (in thousands)

|                                                     |  |   |        |   |   |         |  
|---------------------------------------------------- |  | - | ------ | - | - | ------- | -
|                                                     |  |   | 2008   |   |   | 2007    |  
|Cash flows from operating activities:                |  |   |        |   |   |         |  
|Net income                                           |  | $ | 1,480  |   | $ | 1,584   |  
|Adjustments to reconcile net income to net cash      |  |   |        |   |   |         |  
|Provided by operating activities:                    |  |   |        |   |   |         |  
|Depreciation and amortization                        |  |   | 300    |   |   | 289     |  
|Decrease in accrued interest receivable              |  |   | 81     |   |   | 7       |  
|Provision for loan losses                            |  |   | -      |   |   | -       |  
|Net accretion on securities                          |  |   | 1      |   |   | (3      | )
|Net gain on securities sold                          |  |   | -      |   |   | (11     | )
|Proceeds from sales of loans                         |  |   | 859    |   |   | 976     |  
|Net gain on loans sold                               |  |   | (13    | ) |   | (11     | )
|Originations of loans held for sale                  |  |   | (846   | ) |   | (965    | )
|Loss on sale of other real estate                    |  |   | 3      |   |   | -       |  
|Decrease in other liabilities                        |  |   | (69    | ) |   | (41     | )
|Increase in cash surrender value of life insurance   |  |   | (197   | ) |   | (186    | )
|Decrease in other assets                             |  |   | (319   | ) |   | (634    | )
|Allocation of ESOP shares                            |  |   | 265    |   |   | 286     |  
|Amortization of unearned compensation                |  |   | 148    |   |   | 129     |  
|Net cash provided by operating activities            |  |   | 1,693  |   |   | 1,420   |  
|                                                    
|Cash flows from investing activities:                |  |   |        |   |   |         |  
|Net increase in loans                                |  |   | (7,798 | ) |   | (10,093 | )
|Proceeds from sale of securities available for sale  |  |   |        |   |   | 357     |  
|Proceeds from maturities and principal reductions of |  |   |        |   |   |         |  
|securities available for sale                        |  |   | 713    |   |   | 560     |  
|Purchases of securities available for sale           |  |   | (1,004 | ) |   | -       |  
|Purchases of Federal Home Loan Bank stock            |  |   | (396   | ) |   | (285    | )
|Purchases of securities held to maturity             |  |   | (326   | ) |   | -       |  
|Proceeds from maturities and principal reductions of |  |   |        |   |   |         |  
|securities held to maturity                          |  |   | 9      |   |   | 12      |  
|Proceeds from sale of real estate owned              |  |   | 94     |   |   | -       |  
|Additions to premises and equipment                  |  |   | (324   | ) |   | (862    | )
|Net cash used in investing activities                |  |   | (9,032 | ) |   | (10,311 | )
|                                                    
|Cash flows from financing activities:                |  |   |        |   |   |         |  
|Increase in time deposits                            |  |   | 621    |   |   | 4,374   |  
|Increase in other deposits                           |  |   | 5,908  |   |   | 5,394   |  
|Repayments of borrowings                             |  |   | (533   | ) |   | (2,415  | )
|Additional borrowings                                |  |   | 8,400  |   |   | 7,200   |  
|Purchase of treasury stock                           |  |   | (5,339 | ) |   | (3,545  | )
|Dividends paid                                       |  |   | (1,226 | ) |   | (1,296  | )
|Exercise of stock options                            |  |   | -      |   |   | 468     |  
|Net cash provided by financing activities            |  |   | 7,831  |   |   | 10,180  |  
|                                                    
|Net increase in cash and cash equivalents            |  |   | 492    |   |   | 1,289   |  
|Cash and cash equivalents at beginning of period     |  |   | 8,018  |   |   | 7,858   |  
|Cash and cash equivalents at end of period           |  | $ | 8,510  |   | $ | 9,147   |  

Condensed Consolidated Statements of Cash Flows continued on next page.

6

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ROME BANCORP, INC. AND SUBSIDIARYCondensed Consolidated Statements of Cash FlowsFor the Six Months Ended June 30, 2008 and 2007(unaudited) (in thousands)

|                                                  |  |      |       |      |   |      
|------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                  |  | 2008 |       | 2007
|Supplemental disclosure of cash flow information: |  |      |       |      |   |      
|Non-cash investing activities:                    |  |      |       |      |   |      
|Transfers from loans to other real estate         |  | $    | 174   |      | $ | -    
|Cash paid during the period for:                  |  |      |       |      |   |      
|Interest                                          |  |      | 2,398 |      |   | 2,196
|Income taxes                                      |  |      | 800   |      |   | 707  

See accompanying notes to unaudited condensed consolidated financial statements.

7

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

(1)    The accompanying unaudited condensed consolidated financial statements include the accounts of Rome Bancorp, Inc. ("Rome Bancorp" or the "Company") and The Rome Savings Bank (the "Bank"), a wholly-owned subsidiary of the
Company, as of June 30, 2008 and December 31, 2007 and for the three and six month periods ended June 30, 2008 and 2007. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the unaudited condensed consolidated financial statements include all necessary
adjustments, consisting of normal recurring accruals, necessary for a fair presentation for the periods presented.

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

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

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

8

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(2)    Earnings Per Share

The following summarizes the computation of earnings per share for the three and six-month periods ended June 30, 2008 and 2007.

(in thousands, except share and per share data)Three months ended
  
  Six months ended2008
  
  2007
  
  2008
  
  2007Basic earnings per share:Income available to common shareholders
  
  $
  780
  
  $
  747
  
  $
  1,480
  
  $
  1,584Weighted average basic shares outstanding
  
  
  6,917
  
  
  7,854
  
  
  7,044
  
  
  7,891Basic earnings per share
  
  $
  0.11
  
  $
  0.10
  
  $
  0.21
  
  $
  0.20Diluted earnings per share:Income available to common shareholders
  
  $
  780
  
  $
  747
  
  $
  1,480
  
  $
  1,584Weighted average basic shares outstanding
  
  
  6,917
  
  
  7,854
  
  
  7,044
  
  
  7,891Effect of dilutive securities:Stock options
  
  
  3
  
  
  6
  
  
  4
  
  
  32Unearned compensation
  
  
  80
  
  
  45
  
  
  83
  
  
  93Weighted average diluted shares outstanding
  
  
  7,000
  
  
  7,905
  
  
  7,131
  
  
  8,016Diluted earnings per share
  
  $
  0.11
  
  $
  0.09
  
  $
  0.21
  
  $
  0.20


(3)    Other Comprehensive Income (Loss)

Three months ended
  
  Six months endedJune 30,
  
  
  June 30,(in thousands)2008
  
  2007
  
  2008
  
  2007Pension and postretirement adjustments
  
  $
  1
  
  $
  9
  
  $
  130
  
  $
  17Net change in unrealized loss on available-for-salesecurities arising during the period
  
  
  (63
  )
  
  (2
  )
  
  (98
  )
  
  (31
  )Reclassification adjustment for net realized gainincluded in net income
  
  
  -
  
  
  (11
  )
  
  -
  
  
  (11
  )Other comprehensive income (loss), before tax
  
  
  (62
  )
  
  18
  
  
  32
  
  
  (3
  )Deferred tax expense (benefit)
  
  
  (25
  )
  
  7
  
  
  13
  
  
  (1
  )Other comprehensive income (loss)
  
  
  (37
  )
  
  11
  
  
  19
  
  
  (2
  )Net income
  
  
  780
  
  
  747
  
  
  1,480
  
  
  1,584Total comprehensive income
  
  $
  743
  
  $
  758
  
  $
  1,499
  
  $
  1,582


9

---



(4)    Securities
     Securities are summarized as follows:

June 30, 2008
  
  
  December 31, 2007Amortized
  
  
  Fair
  
  
  Amortized
  
  
  FairCost
  
  
  value
  
  
  cost
  
  
  value(in thousands)Available-for-sale:State and municipal obligations
  
  $
  1,615
  
  $
  1,641
  
  $
  1,255
  
  $
  1,284Mortgage-backed securitiesFNMA
  
  
  34
  
  
  34
  
  
  45
  
  
  45FHLMC
  
  
  201
  
  
  203
  
  
  259
  
  
  261Total debt securities
  
  
  1,850
  
  
  1,878
  
  
  1,559
  
  
  1,590Equity and other securities
  
  
  1,137
  
  
  990
  
  
  1,137
  
  
  1,084Total available for sale
  
  $
  2,987
  
  $
  2,868
  
  $
  2,696
  
  $
  2,674Held-to-maturity:U.S. Government securities
  
  $
  1,326
  
  $
  1,365
  
  $
  1,001
  
  $
  1,048Mortgage-backed securitiesGNMA
  
  
  10
  
  
  11
  
  
  14
  
  
  15FHLMC
  
  
  1
  
  
  1
  
  
  1
  
  
  1Other bonds
  
  
  125
  
  
  125
  
  
  131
  
  
  131Total held to maturity
  
  $
  1,462
  
  $
  1,502
  
  $
  1,147
  
  $
  1,195FHLB stock
  
  $
  2,740
  
  $
  2,740
  
  $
  2,344
  
  $
  2,344


Securities pledged at June 30, 2008 and December 31, 2007 had a carrying amount of $1.3 million and $1.0 million, respectively. These securities collateralize state and Treasury department programs. As of these
dates,there were noholdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount
greater than 10% of shareholders’ equity.


10

---



(5)    Loans
      Loans are summarized as follows:

June 30,
  
  December 31,2008
  
  2007(in thousands)Mortgage loans:Residential (1-4 family)
  
  $
  157,956
  
  $
  149,702Commercial
  
  
  48,504
  
  
  49,795Construction and land
  
  
  3,482
  
  
  5,258Total Mortgage loans
  
  
  209,942
  
  
  204,755Other loans:Commercial
  
  
  32,269
  
  
  29,127Automobile loans
  
  
  14,538
  
  
  16,009Property improvementand equipment
  
  
  16,582
  
  
  15,829Other consumer
  
  
  17,253
  
  
  17,232Total Other
loans
  
  
  80,642
  
  
  78,197Total Loans
  
  $
  290,584
  
  $
  282,952


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

Three months ended
  
  Six months endedJune 30,
  
  
  June 30,(in thousands)2008
  
  
  2007
  
  
  2008
  
  
  2007Balance at beginning of period
  
  $
  1,908
  
  $
  1,974
  
  $
  1,910
  
  $
  1,965Provision charged to operations
  
  
  -
  
  
  -
  
  
  -
  
  
  -Loans charged off
  
  
  (14
  )
  
  (48
  )
  
  (37
  )
  
  (77
  )Recoveries
  
  
  24
  
  
  32
  
  
  45
  
  
  70Balance at end of period
  
  $
  1,918
  
  $
  1,958
  
  $
  1,918
  
  $
  1,958


The Company's recorded investment in loans that are considered impaired totaled $604,000 and $180,000 at June 30, 2008 and December 31, 2007, respectively. These impaired loans carried
allowances of $62,000 and $45,000 at June 30, 2008 and December 31, 2007, respectively. The average recorded investment in impaired loans was $392,000 and $258,000 in the first six months of 2008 and 2007, respectively. The Company
recognized no interest on impaired loans during the three and six month periods ended June 30, 2008 and 2007.

11

---



The principal balances of loans not accruing interest amounted to $1.7 million and $968,000 at June 30, 2008 and December 31, 2007, respectively.  Loans 90 days past due and accruing interest
amounted to $103,000 and $35,000 at June 30, 2008 and December 31, 2007, respectively. The difference 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 six months ended June 30, 2008 and 2007 was $41,800 and $50,800, 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.

(6)    Stock-Based Compensation

On May 24, 2006, the Company's Board of Directors issued 354,000 stock options to directors and key employees with an exercise price equal to the market price of the Company's stock on that day. These options have a ten year life
and vest ratably over a five year period or in certain cases upon retirement. The fair value of the options granted was estimated at the grant date using a Black-Scholes option pricing model based upon the following assumptions: expected dividend
yield 2.52%, expected stock price volatility 8.25%, risk free interest rate 4.60% and an expected option life of 6.5 years. At May 24, 2006, certain awardees met the retirement eligibility criteria and accordingly, stock-based compensation expense
of $350,000 related to their options was expensed immediately. As of June 30, 2008, unrecognized compensation cost related to these options was $146,000. This expense is being amortized on a straight line basis over the remainder of the
sixty month vesting period of the options.

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

|                                         |  |                                |   |   |                |  |            |     
|---------------------------------------- |  | ------------------------------ | - | - | -------------- |  | ---------- | ----
|                                         |  | Six Months ended June 30, 2008
|                                         |  | ( Dollars in thousands)       
|                                         |  |                                |   |   | Weighted       |  | Weighted  
|                                         |  |                                |   |   | Average        |  | Average   
|                                         |  | Shares                         |   |   | Exercise Price |  | Fair Value
|Options outstanding, beginning of period |  | 359,446                        |   | $ | 12.68          |  | $          | 1.68
|Exercised                                |  | (2,720                         | ) |   | 2.19           |  |            | 0.94
|Granted                                  |  | -                              |   |   | -              |  |            | -   
|Options outstanding at end of period     |  | 356,726                        |   | $ | 12.76          |  | $          | 1.69
|Options exercisable at end of period     |  | 144,326                        |   | $ | 12.64          |  | $          | 1.68

The aggregate intrinsic value of all options outstanding and exercisable at June 30, 2008 was $24,000. The intrinsic value of options exercised during the quarters ended June 30, 2008 and June 30, 2007 was $25,000 and
$51,000, respectively. The intrinsic value of options exercised during the six months ended June 30, 2008 and June 30, 2007 was $25,000 and $1.6 million, respectively. On May 24, 2006, the Company's Board of Directors awarded 168,300 shares of restricted stock to directors and certain key employees. These shares vest to the recipients ratably over a five year period, or in certain cases upon
retirement and the related unrecognized compensation cost related to this grant will be expensed over the same period. At May 24, 2006, certain awardees met the retirement eligibility criteria and accordingly, stock-based compensation expense of
$1.1 million related to their 2006 Recognition and Retention Plan awards was expensed immediately.At June 30, 2008, the unrecognized compensation cost attributable to restricted stock
awards was $519,000. One-fifth of the 2006 restricted


12

---



stock grants, or 33,660 shares, vested in the current quarter. The aggregate intrinsic value of restricted stock that is expected to vest in the future was $1.1 million at June 30, 2008. Compensation cost for the Company's stock option plans in both the 2008 and 2007 second quarters was $12,000. In both of the six months ended June 30, 2008 and 2007 compensation expense related to the stock option plans was
$25,000. For the three months ended June 30, 2008 and 2007 compensation cost related to the restricted stock plan was $44,000 and $52,000 respectively. For the six months ended June 30, 2008 and 2007 compensation cost related to the
restricted stock plan was $143,000 and $105,000 respectively.


(7) Pension and Postretirement Medical Benefit Expenses

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

|                                         |  |                             |                  |                         |                         |      |   |      |    |   |      |    |  
|---------------------------------------- |  | --------------------------- | ---------------- | ----------------------- | ----------------------- | ---- | - | ---- | -- | - | ---- | -- | -
|                                         |  | Three months ended June 30, |                 
|                                         |  | (in thousands)              |                 
|                                         |  |                             | Pension benefits |                         | Postretirement benefits |     
|Components of net periodic pension cost: |  |                             | 2008             |                         |                         | 2007 |   | 2008 |    |   | 2007 |   
|Service cost                             |  | $                           | -                |                         | $                       | -    |   | $    | 5  |   | $    | 6  |  
|Interest cost                            |  |                             | 88               |                         |                         | 108  |   |      | 37 |   |      | 35 |  
|Expected return on plan assets           |  |                             | (168             | )                       |                         | (184 | ) |      | -  |   |      | -  |  
|Partial settlement                       |  |                             | -                |                         |                         | -    |   |      | -  |   |      | -  |  
|Amortization                             |  |                             | -                |                         |                         | 10   |   |      | (2 | ) |      | (2 | )
|                                        
|Net periodic pension cost                |  | $                           | (80              | )                       | $                       | (66  | ) | $    | 40 |   | $    | 39 |  
|                                        
|                                        
|                                         |  | Six months ended June 30,   |                 
|                                         |  | (in thousands)              |                 
|                                         |  | Pension benefits            |                  | Postretirement benefits |                        
|Components of net periodic pension cost: |  |                             | 2008             |                         |                         | 2007 |   | 2008 |    |   | 2007 |   
|Service cost                             |  | $                           | -                |                         | $                       | -    |   | $    | 10 |   | $    | 12 |  
|Interest cost                            |  |                             | 176              |                         |                         | 216  |   |      | 74 |   |      | 70 |  
|Expected return on plan assets           |  |                             | (336             | )                       |                         | (368 | ) |      | -  |   |      | -  |  
|Partial settlement                       |  |                             | 134              |                         |                         | -    |   |      | -  |   |      | -  |  
|Amortization                             |  |                             | -                |                         |                         | 20   |   |      | (4 | ) |      | (4 | )
|                                        
|Net periodic pension cost                |  | $                           | (26              | )                       | $                       | (132 | ) | $    | 80 |   | $    | 78 |  

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


(8)Recent Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (FAS 157). This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about
fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset.  The standard is
effective for fiscal years beginning after November 15, 2007. The impact of adoption was not material. In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP delays the effective
date


13

---



of FAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair
value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption is not material. In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.  The standard provides companies with an option to report selected financial assets and
liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard became
effective for the Company on January 1, 2008. The Company did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008. In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This
issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants employment or retirement.  The required accrued liability will be based on either the
post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The
impact of adoption was not material.


(9)Fair Value Measurement

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


14

---



To estimate the market value of its available for sale security portfolio, the Company obtains current market pricing from quoted market sources or using pricing for similar securities. Assets measured at fair value on a recurring
basis are summarized below.


|                                    |  |   |         |  |   |         |  |   |         |  |   |                   
|----------------------------------- |  | - | ------- |  | - | ------- |  | - | ------- |  | - | ------------------
|                                    |  |   |         |  |   |         |  |   |         |  |   | Total             
|                                    |  |   |         |  |   |         |  |   |         |  |   | Available for sale
|                                    |  |   |         |  |   |         |  |   |         |  |   | securities        
|June 30, 2008                       |  |   | Level 1 |  |   | Level 2 |  |   | Level 3 |  |   | at fair value     
|(In thousands)                      |  |   |         |  |   |         |  |   |         |  |   |                   
|                                   
|Fixed maturity securities           |  | $ | 237     |  | $ | 1,641   |  | $ | -       |  | $ | 1,878             
|Equity securities                   |  |   | 590     |  |   | 400     |  |   | -       |  |   | 990               
|Total available for sale securities |  | $ | 827     |  | $ | 2,041   |  | $ | -       |  | $ | 2,868             

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

Forward-Looking Statements

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

General

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

Overview

The Bank's results of operations depend primarily on its net interest income, which is the difference between the interest income it earns on its loans and investments and the interest it pays on its
deposits and other interest-bearing liabilities.  Net interest income is affected by the relative amounts of interest-bearing assets and interest-bearing liabilities and the interest rates earned or paid on these balances.  The Bank's operations are
also affected by non-interest income, such as service fees and gains and losses on sales of securities, the provision for loan losses and non-interest expense such as salaries and employee benefits,

15

---



occupancy costs, and other general and administrative expenses. Financial institutions in general, including the Bank, are significantly affected by economic conditions, competition and the monetary and fiscal policies of the
federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions and funds availability.  The Bank's operations and lending are principally concentrated in the Central
New York area, therefore its operations and earnings are influenced by the economics of the area in which it operates. Deposit balances and cost of funds are influenced by prevailing market rates on competing investments, customer preferences and
levels of personal income and savings in the Bank's primary market area.

Net income for the second quarter of 2008 was $780,000, an increase of 4.4% from the prior year's second quarter net income of $747,000. The significant factors and trends impacting the second quarter of 2008, which are
discussed in greater depth below, were as follows:

- Net interest income decreased by $72,000 or 2.2% from the same quarter last year as a result of decreases in yields on average earning assets and an increased volume of interest
bearing deposits and borrowings.
- Due to favorable loan loss experience and strong asset quality, the Company recorded no provision for loan losses in the current quarter.
- Non-interest income increased by $22,000, or 4.0%, over the second quarter 2007 levels primarily due to an increase in fee revenue.
- Non-interest expense decreased to $2.6 million in the second quarter of 2008 from $2.7 million for the same quarter of 2007.

Critical Accounting Policies

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

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

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

16

---



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 June 30, 2008      |         | For the three months ended June 30, 2007 |         
|                                           |  |                                               |         |                                          | Interest |       | Average |      |         |   |         | Interest |        | Average |  
|                                           |  |                                               | Average |                                          | Income/  |       | Yield/  |      | Average |   | Income/ |          | Yield/ |        
|                                           |  |                                               | Balance |                                          | Expense  |       | Cost    |      | Balance |   | Expense |          | Cost   |        
|Assets:                                    |  | (Dollars in thousands)                        |        
|Interest-earning assets:                   |  |                                               |         |                                          |          |       |         |      |         |   |         |          |        |         |   |      |  
|Loans                                      |  | $                                             | 284,819 |                                          | $        | 4,314 |         | 6.09 | %       | $ | 267,700 |          | $      | 4,330   |   | 6.49 | %
|Securities (1)                             |  |                                               | 6,638   |                                          |          | 95    |         | 5.77 |         |   | 5,560   |          |        | 90      |   | 6.44 |  
|Federal funds sold & other                 |  |                                               |         |                                          |          |       |         |      |         |   |         |          |        |         |   |      |  
|interest bearing deposits                  |  |                                               | 1,202   |                                          |          | 6     |         | 2.04 |         |   | 1,054   |          |        | 14      |   | 5.14 |  
|Total interest-earnings assets             |  |                                               | 292,659 |                                          |          | 4,415 |         | 6.07 |         |   | 274,314 |          |        | 4,434   |   | 6.48 |  
|Noninterest-earning assets                 |  |                                               | 29,809  |                                          |          |       |         |      |         |   | 29,144  |          |        |         |   |      |  
|Total assets                               |  | $                                             | 322,468 |                                          |          |       |         |      |         | $ | 303,458 |          |        |         |   |      |  
|Liabilities and Shareholders' Equity:      |  |                                               |         |                                          |          |       |         |      |         |   |         |          |        |         |   |      |  
|Interest-bearing liabilities:              |  |                                               |         |                                          |          |       |         |      |         |   |         |          |        |         |   |      |  
|Savings accounts                           |  | $                                             | 82,087  |                                          | $        | 113   |         | 0.55 |         | $ | 83,721  |          | $      | 115     |   | 0.55 |  
|Time deposits                              |  |                                               | 72,721  |                                          |          | 677   |         | 3.74 |         |   | 69,094  |          |        | 694     |   | 4.02 |  
|Money market accounts                      |  |                                               | 9,378   |                                          |          | 46    |         | 1.97 |         |   | 7,038   |          |        | 35      |   | 2.02 |  
|Other interest bearing deposits            |  |                                               | 12,944  |                                          |          | 16    |         | 0.50 |         |   | 11,229  |          |        | 15      |   | 0.55 |  
|Total interest-bearing deposits            |  |                                               | 177,130 |                                          |          | 852   |         | 1.93 |         |   | 171,082 |          |        | 859     |   | 2.01 |  
|Borrowings                                 |  |                                               | 45,255  |                                          |          | 351   |         | 3.12 |         |   | 23,707  |          |        | 284     |   | 4.81 |  
|Total interest-bearing liabilities         |  |                                               | 222,385 |                                          |          | 1,203 |         | 2.17 |         |   | 194,789 |          |        | 1,143   |   | 2.35 |  
|Noninterest-bearing deposits               |  |                                               | 29,451  |                                          |          |       |         |      |         |   | 28,168  |          |        |         |   |      |  
|Other liabilities                          |  |                                               | 5,465   |                                          |          |       |         |      |         |   | 4,858   |          |        |         |   |      |  
|Total liabilities                          |  |                                               | 257,301 |                                          |          |       |         |      |         |   | 227,815 |          |        |         |   |      |  
|Shareholders' equity                       |  |                                               | 65,167  |                                          |          |       |         |      |         |   | 75,643  |          |        |         |   |      |  
|Total liabilities and shareholders' equity |  | $                                             | 322,468 |                                          |          |       |         |      |         | $ | 303,458 |          |        |         |   |      |  
|Net interest income                        |  |                                               |         |                                          |          | 3,212 |         |      |         |   |         |          |        | 3,291   |   |      |  
|Tax equivalent adjustment on securities    |  |                                               |         |                                          |          | (7    | )       |      |         |   |         |          |        | (14     | ) |      |  
|Net interest income per consolidated       |  |                                               |         |                                          |          |       |         |      |         |   |         |          |        |         |   |      |  
|financial statements                       |  |                                               |         |                                          | $        | 3,205 |         |      |         |   |         |          | $      | 3,277   |   |      |  
|                                          
|Net interest rate spread                   |  |                                               |         |                                          |          |       |         | 3.90 | %       |   |         |          |        |         |   | 4.13 | %
|Net interest margin                        |  |                                               |         |                                          |          |       |         | 4.42 | %       |   |         |          |        |         |   | 4.81 | %
|Ratio of interest-earning assets to        |  |                                               |         |                                          |          |       |         |      |         |   |         |          |        |         |   |      |  
|interest-bearing liabilities               |  |                                               |         |                                          |          |       |         | 1.32 | x       |   |         |          |        |         |   | 1.41 | x

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

17

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|                                           |  |                                               |         |                                        |          |       |         |      |         |   |         |          |        |         |   |      |  
|------------------------------------------ |  | --------------------------------------------- | ------- | -------------------------------------- | -------- | ----- | ------- | ---- | ------- | - | ------- | -------- | ------ | ------- | - | ---- | -
|                                           |  | Average Balances, Interest and Average Yields |        
|                                           |  | For the six months ended June 30, 2008        |         | For the six months ended June 30, 2007 |         
|                                           |  |                                               |         |                                        | Interest |       | Average |      |         |   |         | Interest |        | Average |  
|                                           |  |                                               | Average |                                        | Income/  |       | Yield/  |      | Average |   | Income/ |          | Yield/ |        
|                                           |  |                                               | Balance |                                        | Expense  |       | Cost    |      | Balance |   | Expense |          | Cost   |        
|Assets:                                    |  | (Dollars in thousands)                        |        
|Interest-earning assets:                   |  |                                               |         |                                        |          |       |         |      |         |   |         |          |        |         |   |      |  
|Loans                                      |  | $                                             | 283,157 |                                        | $        | 8,733 |         | 6.20 | %       | $ | 265,945 |          | $      | 8,585   |   | 6.51 | %
|Securities (1)                             |  |                                               | 6,689   |                                        |          | 185   |         | 5.57 |         |   | 6,538   |          |        | 179     |   | 5.53 |  
|Federal funds sold & other                 |  |                                               |         |                                        |          |       |         |      |         |   |         |          |        |         |   |      |  
|interest bearing deposits                  |  |                                               | 1,092   |                                        |          | 15    |         | 2.77 |         |   | 1,112   |          |        | 27      |   | 4.97 |  
|Total interest-earnings assets             |  |                                               | 290,938 |                                        |          | 8,933 |         | 6.17 |         |   | 273,595 |          |        | 8,791   |   | 6.48 |  
|Noninterest-earning assets                 |  |                                               | 29,599  |                                        |          |       |         |      |         |   | 28,340  |          |        |         |   |      |  
|Total assets                               |  | $                                             | 320,537 |                                        |          |       |         |      |         | $ | 301,935 |          |        |         |   |      |  
|Liabilities and Shareholders' Equity:      |  |                                               |         |                                        |          |       |         |      |         |   |         |          |        |         |   |      |  
|Interest-bearing liabilities:              |  |                                               |         |                                        |          |       |         |      |         |   |         |          |        |         |   |      |  
|Savings accounts                           |  | $                                             | 81,404  |                                        | $        | 223   |         | 0.55 |         | $ | 84,053  |          | $      | 230     |   | 0.55 |  
|Time deposits                              |  |                                               | 72,739  |                                        |          | 1,412 |         | 3.91 |         |   | 67,654  |          |        | 1,318   |   | 3.93 |  
|Money market accounts                      |  |                                               | 8,656   |                                        |          | 85    |         | 1.98 |         |   | 6,346   |          |        | 62      |   | 1.99 |  
|Other interest bearing deposits            |  |                                               | 12,759  |                                        |          | 33    |         | 0.52 |         |   | 11,014  |          |        | 31      |   | 0.56 |  
|Total interest-bearing deposits            |  |                                               | 175,558 |                                        |          | 1,753 |         | 2.01 |         |   | 169,067 |          |        | 1,641   |   | 1.96 |  
|Borrowings                                 |  |                                               | 43,647  |                                        |          | 721   |         | 3.32 |         |   | 23,051  |          |        | 547     |   | 4.79 |  
|Total interest-bearing liabilities         |  |                                               | 219,205 |                                        |          | 2,474 |         | 2.27 |         |   | 192,118 |          |        | 2,188   |   | 2.30 |  
|Noninterest-bearing deposits               |  |                                               | 28,712  |                                        |          |       |         |      |         |   | 27,910  |          |        |         |   |      |  
|Other liabilities                          |  |                                               | 5,981   |                                        |          |       |         |      |         |   | 5,479   |          |        |         |   |      |  
|Total liabilities                          |  |                                               | 253,898 |                                        |          |       |         |      |         |   | 225,507 |          |        |         |   |      |  
|Shareholders' equity                       |  |                                               | 66,639  |                                        |          |       |         |      |         |   | 76,428  |          |        |         |   |      |  
|Total liabilities and shareholders' equity |  | $                                             | 320,537 |                                        |          |       |         |      |         | $ | 301,935 |          |        |         |   |      |  
|Net interest income                        |  |                                               |         |                                        |          | 6,459 |         |      |         |   |         |          |        | 6,603   |   |      |  
|Tax equivalent adjustment on securities    |  |                                               |         |                                        |          | (16   | )       |      |         |   |         |          |        | (27     | ) |      |  
|Net interest income per consolidated       |  |                                               |         |                                        |          |       |         |      |         |   |         |          |        |         |   |      |  
|financial statements                       |  |                                               |         |                                        | $        | 6,443 |         |      |         |   |         |          | $      | 6,576   |   |      |  
|                                          
|Net interest rate spread                   |  |                                               |         |                                        |          |       |         | 3.90 | %       |   |         |          |        |         |   | 4.18 | %
|Net interest margin                        |  |                                               |         |                                        |          |       |         | 4.46 | %       |   |         |          |        |         |   | 4.87 | %
|Ratio of interest-earning assets to        |  |                                               |         |                                        |          |       |         |      |         |   |         |          |        |         |   |      |  
|interest-bearing liabilities               |  |                                               |         |                                        |          |       |         | 1.33 | x       |   |         |          |        |         |   | 1.42 | x

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

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

18

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|                                                                                          |  |                                              |                                  |                                            |                                |     |   |      |     |        |   |      |   |   |     |   |   |       |  
|----------------------------------------------------------------------------------------- |  | -------------------------------------------- | -------------------------------- | ------------------------------------------ | ------------------------------ | --- | - | ---- | --- | ------ | - | ---- | - | - | --- | - | - | ----- | -
|                                                                                          |  |                                              | Three months ended June 30, 2008 |                                            | Six months ended June 30, 2008 |    
|                                                                                          |  | Compared to Three months ended June 30, 2007 |                                  | Compared to Six months ended June 30, 2007 |                               
|                                                                                         
|                                                                                          |  | Increases (decreases) due to                 |                                 
|                                                                                          |  | Rate                                         |                                  | Volume                                     |                                | Net |   | Rate |     | Volume |   | Net  |  
|                                                                                          |  | (in thousands)                               |                                 
|Assets:                                                                                   |  |                                              |                                  |                                            |                                |     |   |      |     |        |   |      |   |   |     |   |   |       |  
|Interest-earning assets:                                                                  |  |                                              |                                  |                                            |                                |     |   |      |     |        |   |      |   |   |     |   |   |       |  
|Loans                                                                                     |  | $                                            | (290                             | )                                          | $                              | 274 |   | $    | (16 | )      | $ | (432 | ) | $ | 580 |   | $ | 148   |  
|Securities (1)                                                                            |  |                                              | 1                                |                                            |                                | 4   |   |      | 5   |        |   | 2    |   |   | 4   |   |   | 6     |  
|Federal funds sold & other                                                                |  |                                              |                                  |                                            |                                |     |   |      |     |        |   |      |   |   |     |   |   |       |  
|Interest bearing deposits                                                                 |  |                                              | (9                               | )                                          |                                | 1   |   |      | (8  | )      |   | (12  | ) |   | -   |   |   | (12   | )
|Total interest-earnings assets                                                            |  |                                              | (298                             | )                                          |                                | 279 |   |      | (19 | )      |   | (442 | ) |   | 584 |   |   | 142   |  
|                                                                                         
|Interest-bearing liabilities:                                                             |  |                                              |                                  |                                            |                                |     |   |      |     |        |   |      |   |   |     |   |   |       |  
|Savings accounts                                                                          |  |                                              | -                                |                                            |                                | (2  | ) |      | (2  | )      |   | -    |   |   | (7  | ) |   | (7    | )
|Time deposits                                                                             |  |                                              | (52                              | )                                          |                                | 35  |   |      | (17 | )      |   | (5   | ) |   | 99  |   |   | 94    |  
|Money market accounts                                                                     |  |                                              | (1                               | )                                          |                                | 12  |   |      | 11  |        |   | -    |   |   | 23  |   |   | 23    |  
|Other interest bearing deposits                                                           |  |                                              | (1                               | )                                          |                                | 2   |   |      | 1   |        |   | (3   | ) |   | 5   |   |   | 2     |  
|Total interest-bearing deposits                                                           |  |                                              | (54                              | )                                          |                                | 47  |   |      | (7  | )      |   | (8   | ) |   | 120 |   |   | 112   |  
|Borrowings                                                                                |  |                                              | (191                             | )                                          |                                | 258 |   |      | 67  |        |   | (315 | ) |   | 489 |   |   | 174   |  
|Total interest-bearing liabilities                                                        |  |                                              | (245                             | )                                          |                                | 305 |   |      | 60  |        |   | (323 | ) |   | 609 |   |   | 286   |  
|                                                                                         
|Net change (1)                                                                            |  | $                                            | (53                              | )                                          | $                              | (26 | ) | $    | (79 | )      | $ | (119 | ) | $ | (25 | ) | $ | ( 144 | )
|                                                                                         
|(1) Includes tax equivalent adjustment for the Company's tax-exempt municipal securities. |  |                                              |                                  |                                            |                                |     |   |      |     |       

Comparison of Financial Condition at June 30, 2008 and December 31, 2007:

Total assets at June 30, 2008 were $327.9 million, an increase of $9.8 million over assets of $318.1 million at December 31, 2007. The growth is attributable to the Company's loan portfolio, which increased by
$7.7 million, or 2.7%, from $281.0 million at December 31, 2007 to $288.7 million at June 30, 2008. During the first six months of 2008, the Company originated approximately $32.1 million of loans, compared to approximately $28.6
million of loans originated in the same period of 2007. The majority of the loan originations for this year to date have been residential mortgage loans.

Total deposits increased to $209.6 million at June 30, 2008 from $203.0 million at December 31, 2007. During the first half of 2008, savings deposits increased by $2.6 million, or 3.2%,
and money market balances increased by $2.6 million, or 35.1% . Time deposits decreased by $379,000 or 0.5% to $72.8 million at June 30, 2008 from $73.2 million at year end 2007. Balances of both interest bearing and non-interest
bearing deposits increased by $509,000, or 3.9%, and $1.2 million, or 4.2%, respectively, during the first half of 2008. Management attributes the increase in deposit balances to perceived instability in alternative investment markets.

Borrowings from the Federal Home Loan Bank of New York (FHLB) increased from $40.3 million at December 31, 2007 to $48.2 million at the end of the current quarter. The incremental borrowings were used to fund
loan growth, purchase investment securities and repurchase the Company's stock.

Comparison of Operating Results for the Three-Month Periods Ended June 30, 2008 and 2007

General

During the three months ended June 30, 2008, the Company recorded net income of $780,000, an increase of $33,000 over net income of $747,000 in the second quarter of 2007. The increase in net income is comprised of a
decrease in the non-interest expense of $83,000 and a $22,000 increase in non-interest income, partially offset by a decrease in net interest income of $72,000.

19

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Diluted earnings per share increased to $0.11 per diluted share in the quarter ended June 30, 2008 from $0.09 per diluted share in the same quarter of 2007. Average diluted shares decreased to
6,999,751 for the second quarter of 2008 from 7,905,246 in the same period of 2007 due to the Company's stock repurchases over the past four quarters.

Net Interest Income

Net interest income before loan loss provision for the quarter ended June 30, 2008 decreased by $72,000, or 2.2%, compared to the same quarter of 2007. This decrease is attributable to higher
interest expense from increased deposit and borrowing levels and to a lesser extent, decreases in yields on average earning assets.

Interest Income

Interest income was $4.4 million in both the quarters ended June 30, 2008 and 2007.  Average loan balances for the second quarter of 2008 were $284.8 million, an increase of $17.1 million
over the average outstanding loans for the second quarter of 2007. The yield on the Company's loan portfolio for the quarter ended June 30, 2008 decreased to 6.09% from a yield of 6.49% for the same period last year, reflecting the effect of
decreases in the prime rate over the past year. Interest income on securities increased by $12,000 from $76,000 for the quarter ended June 30, 2007 to $88,000 for the quarter ended June 30, 2008. The average balance of securities
increased by $1.1 million, or 19.4%, from the second quarter of 2007 to $6.6 million for the current quarter while the yield on the Company's securities decreased from 6.44% to 5.77%. Finally, interest income on federal funds sold and other
interest bearing deposits decreased by $8,000 to $6,000 for the quarter ended June 30, 2008 from the same quarter in 2007. Average balances of federal funds sold remained relatively stable at $1.2 million during the quarter ended June
30, 2008, compared to $1.1 million for the comparable quarter of 2007.

Interest Expense

Interest expense increased to $1.2 million for the quarter ended June 30, 2008 from $1.1 million for the same quarter of 2007. Interest expense on deposits decreased to $852,000 for the
quarter ended June 30, 2008 from $859,000 for the quarter ended June 30, 2007, due to decreases in the rates paid on time deposits, partially offset by increases in the average balances of interest bearing deposits. Interest expense on borrowed
funds increased to $351,000 for the quarter ended June 30, 2008 from $284,000 for the comparative quarter of 2007 due to an increase in the average balance of borrowings to $45.3 million in the current quarter compared to $23.7
million in the second quarter of 2007. Partially offsetting the increase in outstanding debt, the rate paid on borrowings decreased to 3.12% for the quarter ended June 30, 2008 from 4.81% for the same period in 2007. The increased debt level was
used to finance growth in the loan portfolio and purchases of treasury stock.

Provision for Loan Losses

The Company recorded no provision for loan losses in either the second quarter of 2008 or 2007. During the current quarter, the Company recorded net loan recoveries of $10,000. Asset quality declined slightly but remained
favorable at June 30, 2008 with non-performing loans as a percent of loans of 0.61% and the allowance for loan losses as a percent of non-performing loans of 107.8% at June 30, 2008, compared to 0.35% and 190.4%, respectively, at December 31, 2007.
The allowance for loan losses as a percentage of loans was at 0.66% at June 30, 2008 compared to 0.68% at December 31, 2007. While the Company has had an increase in the level of non-performing loans, these loans are deemed to be well collateralized
and reserved for, requiring no current increase in the allowance for loan losses.

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

20

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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 increased $22,000 to $577,000 in the second quarter of 2008 from $555,000 in the same period of 2007. The increase is principally due to increases in deposit product
revenues.

Non-interest expense decreased by $83,000 to $2.6 million in the current quarter compared to $2.7 million in the same period of 2007 due to cost containment efforts in several
areas.

Income tax expense was $424,000 in both the second quarters of 2008 and 2007 due to an increase in favorable permanent tax benefits.

Comparison of Operating Results for the Six-Month Periods Ended June 30, 2008 and 2007

General

During the six months ended June 30, 2008, the Company recorded net income of $1.5 million compared to $1.6 million for the first half of 2007.  The decrease resulted from an increase in non-interest expense of
$141,000 and a decrease in net-interest income of $133,000, partially offset by a $9,000 increase in non-interest income and a $161,000 reduction in income tax expense.

Diluted earnings per share were $0.21 per diluted share for the six months ended June 30, 2008 in comparison to $0.20 per diluted share for the same period of 2007.  The increase in earnings
per share is attributable to the in average outstanding diluted shares from 8,015,890 to 7,131,389 due to ongoing treasury stock purchases.

Net Interest Income

Net interest income before loan loss provision for the six months ended June 30, 2008 decreased by $133,000, or 2.0%, as compared to the same period of 2007. This decrease is attributable to
decreases in the yields on earning assets and an increase in the volume of interest bearing deposits and debt, partially offset by a reduction in the cost of these funds.

Interest Income

Interest income increased to $8.9 million for the six month period ended June 30, 2008 from $8.8 million for the first half of 2007. Average earning assets for the first half of 2008 increased
to $290.9 million from $273.6 million in the same period of 2007. The yield on earning assets decreased to 6.17% for the six months ended June 30, 2008, from 6.48% for the first half of 2007. Average loan balances for the first six months of
2008 were $283.2 million, an increase of $17.2 million over the average outstanding loans for the same period of 2007. The yield on the Company's loan portfolio for the six months ended June 30, 2008 was 6.20% compared to a yield of 6.51%
for the same period last year, reflecting decreases in underlying interest rates. Interest income on securities increased $17,000 from $152,000 for the six months ended June 30, 2007 to $169,000 for the six months ended June 30, 2008.
Finally, interest income on federal funds sold and other interest bearing deposits decreased by $12,000 to $15,000 for the first half of 2008 from the same period in 2007 due to decreases in market interest rates.

Interest Expense

Interest expense increased to $2.5 million for the six months ended June 30, 2008 from $2.2 million for the six months ended June 30, 2007. Interest expense on deposits increased to $1.8
million for the six months

21

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ended June 30, 2008 from $1.6 million for the six months ended June 30, 2007 due to an increase in the average balance of interest bearing deposits to $175.6 million this year from $169.1 million during the first half
of 2007 and an increase in the cost of these deposits from 1.96% to 2.01%. Interest expense on borrowed funds increased to $721,000 for the six months ended June 30, 2008 from $547,000 for the comparative period of 2007 primarily due to an
increase in the average balance of borrowings to $43.6 million in the current half as compared to $23.1 million in the six months ended 2007. The increase in outstanding debt was partially offset by a decrease in the rate paid on these
borrowings from 4.79% for the six months ended June 30, 2007 to 3.32% for the same period this year. The increased borrowings were used to fund the aforementioned investments in loans, securities and purchases of treasury stock that have been made
over the past year.

Provision for Loan Losses

The Company recorded no provision for loan losses in the first half of 2008 or 2007. The Company's loss experience for the first six months of 2008 has been favorable with year to date loan recoveries of $8,000 compared to
loan charge-offs of $7,000 for the same period of 2007.

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

Non-Interest Income and Non-Interest Expense

Non-interest income remained relatively stable at $1.1 million for the first six months of both 2008 and 2007. The Company recognized gains on securities sales of $11,000 during the first half
of 2007, while no securities have been sold in fiscal year to date 2008.

Non-interest expense increased to $5.3 million in the first six months of 2008 compared to $5.2 million in the same period of 2007, partially due to increases in employee benefit costs and,
most notably, the recording of a partial settlement of the Companys defined benefit plan in the amount of $134,000 during the first quarter of 2008.

Income tax expense for the first half of 2008 decreased to $729,000 from $890,000 in the same period of 2007, due to the decrease in pre-tax income, an increase in favorable permanent tax
benefits and revision of an estimate of taxes owed on a state tax audit based upon settlement.

Liquidity and Capital Resources

The Company's primary sources of funds consist of deposits, scheduled amortization and prepayments of loans and mortgage-backed securities, maturities of investments, interest-bearing deposits at
other financial institutions and funds provided from operations. The Bank also has a written agreement with the FHLB that allows it to borrow up to $58.9 million.  At June 30, 2008, the Bank had outstanding borrowings of $10.4 million on
this line of credit, as well as outstanding advances and amortizing notes totaling $37.8 million.

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

The Company's primary investing activities include the origination of loans, and to a lesser extent, the purchase of investment securities. For the six months ended June 30, 2008, the Company
originated loans of approximately $32.1 million, compared to $28.6 of loans originated in the first six months of 2007.

22

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At June 30, 2008, the Company had loan commitments to borrowers of approximately $17.6 million, and available letters and lines of credit of approximately $17.8 million.

Time deposit accounts scheduled to mature within one year were $50.3 million at June 30, 2008. Based on the Companys deposit retention experience and current pricing strategy, the Company
anticipates that a significant portion of these time deposits will remain with the Company.  The Company is committed to maintaining a strong liquidity position; therefore, the Company monitors its liquidity position on a daily basis. The Company
anticipates that the Company will have sufficient funds to meet the Companys current funding commitments.  The marginal cost of new funding however, whether from deposits or borrowings from the FHLB, will be carefully considered as the Company
monitors its liquidity needs.  Therefore, in order to minimize its cost of funds, the Company may consider additional borrowings from the FHLB in the future.

At June 30, 2008, the Bank exceeded each of the applicable regulatory capital requirements. The Bank's leverage (Tier 1) capital at June 30, 2008 was $60.1 million, or 18.36% of adjusted assets.
In order to be classified as "well-capitalized" by the OTS, the Bank is required to have leverage (Tier 1) capital of $16.4 million, or 5.0% of adjusted assets. To be classified as a well-capitalized bank by the OTS, the Bank must also have a
total risk-based capital ratio of 10.0% . At June 30, 2008, the Bank had a total risk-based capital ratio of 25.49%.

The Company paid cash dividends of $0.17 per share during the six-month period ended June 30, 2008 totaling $1.2 million.

During the first half of 2008, the Company's Board of Directors authorized the repurchase of 759,000 of the Company's outstanding common shares over the following twelve-month period. Through June 30,
2008, $5.3 million has been expended to repurchase 456,950 shares.

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

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

23

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

Part II - OTHER INFORMATION

|         |  |                  
|-------- |  | -----------------
|Item 1.  |  | Legal Proceedings
|         |  |                  
|         |  | None.            
|         |  |                  
|Item 1A. |  | Risk Factors     

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


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

The following table provides information with respect to purchases made by or on behalf of the Company or any affiliated purchases (as defined in rule 106-18 (a)(3) under the Securities Exchange Act
of 1934) of the Company's common stock during the quarter ended June 30, 2008.

COMPANY PURCHASES OF EQUITY SECURITIES

|                  |  |                  |  |                   |  |                      |  |                  
|----------------- |  | ---------------- |  | ----------------- |  | -------------------- |  | -----------------
|                  |  |                  |  |                   |  |                      |  | (d) Maximum      
|                  |  |                  |  |                   |  |                      |  | Number (or       
|                  |  |                  |  |                   |  |                      |  | Approximate      
|                  |  |                  |  |                   |  |                      |  | Dollar Value) of 
|                  |  |                  |  |                   |  | (c) Total Number of  |  | Shares (or Units)
|                  |  |                  |  |                   |  | Shares (or Units)    |  | that may yet be  
|                  |  | (a) Total Number |  | (b) Average Price |  | Purchased as Part of |  | Purchased under  
|                  |  | of Shares (or    |  | Paid per Share    |  | Publicly Announced   |  | the Plans or     
|Period            |  | Units) Purchased |  | (or Unit)         |  | Plans or Programs    |  | Programs         
|April 1, 2008     |  | 44,100           |  | $11.65            |  | 44,100               |  | 370,000          
|through April 30, |  |                  |  |                   |  |                      |  |                  
|2008              |  |                  |  |                   |  |                      |  |                  
|May 1, 2008       |  | 21,600           |  | $11.68            |  | 21,600               |  | 348,400          
|through May 31,   |  |                  |  |                   |  |                      |  |                  
|2008              |  |                  |  |                   |  |                      |  |                  
|June 1, 2008      |  | 46,350           |  | $11.33            |  | 46,350               |  | 302,050          
|through June 30,  |  |                  |  |                   |  |                      |  |                  
|2008              |  |                  |  |                   |  |                      |  |                  
|Total             |  | 112,050          |  | $11.52            |  | 112,050              |  | 302,050          

|        |  |                                                    
|------- |  | ---------------------------------------------------
|Item 3. |  | Defaults Upon Senior Securities                    
|        |  |                                                    
|        |  | None.                                              
|       
|Item 4. |  | Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders ("Meeting") on May 7, 2008. The two proposals submitted to the shareholders at the Meeting were approved. The proposals submitted to the shareholders and the tabulation for votes
for the proposals is as follows:


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1.Election of three directors to serve for a three-year term to expire at the 2011 Annual Meeting. The number of votes cast with respect to this matter was as follows:


Nominee
      
      For
      
      WithheldKirk B. Hinman
      
      6,801,229
      
      177,156Charles M. Sprock
      
      6,790,151
      
      188,234Michael J. Valentine
      
      6,800,860
      
      177,525 The following directors' terms continued after the meeting: Bruce R. Engelbert, David C. Grow, Dale A. Laval and John A. Reinhardt. 2.Ratification of the appointment of Crowe Chizek and Company LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31,
2008;


|        |  |                   |  |          |  |        
|------- |  | ----------------- |  | -------- |  | -------
|        |  | For               |  | Withheld |  | Abstain
|        |  | 6,943,503         |  | 16,407   |  | 18,475 
|        |  |                   |  |          |  |        
|Item 5. |  | Other Information |  |          |  |        
|        |  |                   |  |          |  |        
|        |  | None.             |  |          |  |        
|        |  |                   |  |          |  |        
|Item 6. |  | Exhibits          |  |          |  |        

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

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|    | 
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|(1) | 
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|(2) | 
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|(3) | 
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|(4) | 
|    | 
|(5) | 
|    | 
|(6) | 
|    | 
|(7) | 

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SIGNATURES

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

|                     |  |                          |  |               
|-------------------- |  | ------------------------ |  | --------------
|ROMEBANCORP, INC.    |  |                          |  |               
|                    
|                    
|Name                 |  | Title                    |  | Date          
|                    
|/s/Charles M. Sprock |  | Chairman of the Board,   |  | August 6, 2008
|Charles M. Sprock    |  | President and Chief      |  |               
|                     |  | Executive Officer        |  |               
|                     |  | (Principal Executive     |  |               
|                     |  | Officer)                 |  |               
|                    
|                    
|                    
|/s/David C. Nolan    |  | Executive Vice President |  | August 6, 2008
|David C. Nolan       |  | and Chief Financial      |  |               
|                     |  | Officer (Principal       |  |               
|                     |  | Financial Officer)       |  |               

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