UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly
period ended March 31, 2010

Commission file
number 000-27481

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

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

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

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated
filer o
Non-accelerated filer o
Smaller reporting company x

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:

|                              |  |                             |           | 
|----------------------------- |  | --------------------------- | --------- | 
|Class                         |  | Outstanding at
 May 5, 2010 |          
|                              |  |                             |          
|Common Stock, par value $0.01 |  |                             | 6,782,619 | 

---



ROME BANCORP, INC.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2010

TABLE
OF CONTENTS

|         |  |                                                                                        |                                                                                    |    |     
|-------- |  | -------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | -- | ----
|         |  |                                                                                        |                                                                                    |    | PAGE
|         |  |                                                                                        |                                                                                    |    |     
|PART
 I  |  | FINANCIAL INFORMATION                                                                  |                                                                                    |   
|         |  |                                                                                        |                                                                                    |    |     
|ITEM 1.  |  | FINANCIAL STATEMENTS (unaudited):                                                      |                                                                                    |   
|         |  |                                                                                        | CONDENSED CONSOLIDATED BALANCE SHEET                                               |    | 3   
|         |  |                                                                                        | CONDENSED CONSOLIDATED STATEMENTS OF INCOME                                        |    | 4   
|         |  |                                                                                        | CONDENSED CONSOLIDATED STATEMENT OF
 SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME |    | 5   
|         |  |                                                                                        | CONDENSED CONSOLIDATED STATEMENTS OF CASH
 FLOWS                                   |    | 6   
|         |  |                                                                                        | NOTES TO UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL STATEMENTS                    |    | 8   
|         |  |                                                                                        |                                                                                    |    |     
|ITEM 2.  |  | MANAGEMENTS
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |                                                                                    | 16
|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 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                                   |                                                                                    | 24
|ITEM 5.  |  | OTHER INFORMATION                                                                      |                                                                                    | 25
|ITEM 6.  |  | EXHIBITS                                                                               |                                                                                    | 25
|         |  |                                                                                        |                                                                                    |    |     
|         |  |                                                                                        | SIGNATURES                                                                         |    | 26  

2

---



PART I FINANCIAL INFORMATION

Item 1. Financial Statements

ROME BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
March 31, 2010 and December 31, 2009(in thousands, except share data)(Unaudited)

|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | ------------------ | - | ------- | -
|                                                                                                                                                                                   |  | March 31,
 2010 |         | December 31,
 2009 |  
|                                                                                                                                                                                   |  |                 |         |                    |  
|Assets                                                                                                                                                                             |  |                 |         |                    |   |         |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Cash and due from banks                                                                                                                                                            |  | $               | 6,616   |                    | $ | 6,547   |  
|Federal funds sold and other
 short-term investments                                                                                                                               |  |                 | 897     |                    |   | 1,027   |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Total cash and cash equivalents                                                                                                                                                    |  |                 | 7,513   |                    |   | 7,574   |  
|Securities available for sale,
 at fair value                                                                                                                                      |  |                 | 10,378  |                    |   | 10,024  |  
|Securities held to maturity
 (fair value of $1,496 and $1,502 at March 31, 2010 and December 31, 2009,
 respectively)                                                              |  |                 | 1,428   |                    |   | 1,431   |  
|Federal Home Loan Bank Stock                                                                                                                                                       |  |                 | 2,958   |                    |   | 3,222   |  
|Loans                                                                                                                                                                              |  |                 | 286,636 |                    |   | 287,749 |  
|Less: Allowance for loan loss                                                                                                                                                      |  |                 | (2,181  | )                  |   | (2,132  | )
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Net loans                                                                                                                                                                          |  |                 | 284,455 |                    |   | 285,617 |  
|Premises and equipment, net                                                                                                                                                        |  |                 | 6,015   |                    |   | 6,041   |  
|Accrued interest receivable                                                                                                                                                        |  |                 | 1,097   |                    |   | 1,117   |  
|Bank-owned life insurance                                                                                                                                                          |  |                 | 9,515   |                    |   | 9,415   |  
|Other assets                                                                                                                                                                       |  |                 | 4,334   |                    |   | 5,481   |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Total assets                                                                                                                                                                       |  | $               | 327,693 |                    | $ | 329,922 |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Liabilities
 & Equity                                                                                                                                                              |  |                 |         |                    |   |         |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Liabilities                                                                                                                                                                        |  |                 |         |                    |   |         |  
|Deposits:                                                                                                                                                                          |  |                 |         |                    |   |         |  
|Non-interest bearing                                                                                                                                                               |  | $               | 31,957  |                    | $ | 31,790  |  
|Savings                                                                                                                                                                            |  |                 | 84,638  |                    |   | 82,031  |  
|Money market                                                                                                                                                                       |  |                 | 17,603  |                    |   | 15,726  |  
|Time                                                                                                                                                                               |  |                 | 72,055  |                    |   | 71,903  |  
|Other interest bearing                                                                                                                                                             |  |                 | 14,658  |                    |   | 15,189  |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Total deposits                                                                                                                                                                     |  |                 | 220,911 |                    |   | 216,639 |  
|Borrowings                                                                                                                                                                         |  |                 | 40,687  |                    |   | 47,869  |  
|Other liabilities                                                                                                                                                                  |  |                 | 5,018   |                    |   | 5,049   |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Total liabilities                                                                                                                                                                  |  |                 | 266,616 |                    |   | 269,557 |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Shareholders equity                                                                                                                                                               |  |                 |         |                    |   |         |  
|Common Stock, $.01 par value;
 authorized: 30,000,000 shares; issued: 9,895,757; outstanding 6,785,819 and
 6,800,119 shares at March 31, 2010 and December 31, 2009, respectively |  |                 | 99      |                    |   | 99      |  
|Additional paid-in capital                                                                                                                                                         |  |                 | 62,894  |                    |   | 62,794  |  
|Retained earnings                                                                                                                                                                  |  |                 | 38,147  |                    |   | 37,588  |  
|Accumulated other comprehensive
 loss                                                                                                                                              |  |                 | (1,448  | )                  |   | (1,574  | )
|Treasury stock 3,109,938 shares
 at March 31, 2010 and 3,095,638 shares at December 31, 2009                                                                                       |  |                 | (36,848 | )                  |   | (36,720 | )
|Unallocated shares of employee
 stock ownership plan (ESOP): 266,784 and 278,275 shares at March 31, 2010 and
 December 31, 2009                                                   |  |                 | (1,767  | )                  |   | (1,822  | )
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Total shareholders equity                                                                                                                                                         |  |                 | 61,077  |                    |   | 60,365  |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  
|Total liabilities and
 shareholders equity                                                                                                                                        |  | $               | 327,693 |                    | $ | 329,922 |  
|                                                                                                                                                                                   |  |                 |         |                    |   |         |  

See accompanying
notes to unaudited condensed consolidated financial statements.

3

---



ROME BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income
For the Three Months Ended March 31, 2010 and 2009
(in thousands, except share data)
(unaudited)

|                                                     |  |                                       |       |      |   |       | 
|---------------------------------------------------- |  | ------------------------------------- | ----- | ---- | - | ----- | 
|                                                     |  | For the three months ended
 March 31, |      
|                                                     |  |                                       |      
|                                                     |  | 2010                                  |       | 2009 |  
|                                                     |  |                                       |       |      |  
|                                                     |  |                                       |       |      |   |       | 
|Interest income:                                     |  |                                       |       |      |   |       | 
|Loans                                                |  | $                                     | 4,092 |      | $ | 4,282 | 
|Securities                                           |  |                                       | 169   |      |   | 78    | 
|Other short-term investments                         |  |                                       |      |      |   | 2     | 
|                                                     |  |                                       |       |      |   |       | 
|Total interest income                                |  |                                       | 4,261 |      |   | 4,362 | 
|                                                     |  |                                       |       |      |   |       | 
|Interest expense:                                    |  |                                       |       |      |   |       | 
|Deposits                                             |  |                                       | 480   |      |   | 678   | 
|Borrowings                                           |  |                                       | 314   |      |   | 434   | 
|                                                     |  |                                       |       |      |   |       | 
|Total interest expense                               |  |                                       | 794   |      |   | 1,112 | 
|                                                     |  |                                       |       |      |   |       | 
|                                                     |  |                                       |       |      |   |       | 
|Net interest income                                  |  |                                       | 3,467 |      |   | 3,250 | 
|                                                     |  |                                       |       |      |   |       | 
|Provision for loan losses                            |  |                                       | 50    |      |   |      | 
|                                                     |  |                                       |       |      |   |       | 
|Net interest income after
 provision for loan losses |  |                                       | 3,417 |      |   | 3,250 | 
|                                                     |  |                                       |       |      |   |       | 
|                                                     |  |                                       |       |      |   |       | 
|Non-interest income:                                 |  |                                       |       |      |   |       | 
|Net gain on sale of real estate                      |  |                                       | 418   |      |   |      | 
|Other                                                |  |                                       | 562   |      |   | 532   | 
|                                                     |  |                                       |       |      |   |       | 
|Total non-interest income                            |  |                                       | 980   |      |   | 532   | 
|                                                     |  |                                       |       |      |   |       | 
|                                                     |  |                                       |       |      |   |       | 
|Non-interest expense:                                |  |                                       |       |      |   |       | 
|Salaries and employee benefits                       |  |                                       | 1,510 |      |   | 1,545 | 
|Building, occupancy and
 equipment                   |  |                                       | 506   |      |   | 493   | 
|Other                                                |  |                                       | 631   |      |   | 705   | 
|                                                     |  |                                       |       |      |   |       | 
|Total non-interest expense                           |  |                                       | 2,647 |      |   | 2,743 | 
|                                                     |  |                                       |       |      |   |       | 
|                                                     |  |                                       |       |      |   |       | 
|Income before income tax
 expense                    |  |                                       | 1,750 |      |   | 1,039 | 
|Income tax expense                                   |  |                                       | 604   |      |   | 332   | 
|                                                     |  |                                       |       |      |   |       | 
|Net income                                           |  | $                                     | 1,146 |      | $ | 707   | 
|                                                     |  |                                       |       |      |   |       | 
|                                                     |  |                                       |       |      |   |       | 
|Basic earnings per share                             |  | $                                     | 0.18  |      | $ | 0.11  | 
|                                                     |  |                                       |       |      |   |       | 
|Diluted earnings per share                           |  | $                                     | 0.18  |      | $ | 0.11  | 
|                                                     |  |                                       |       |      |   |       | 

See accompanying
notes to unaudited condensed consolidated financial statements.

4

---



ROME BANCORP,
INC. AND SUBSIDIARY 
Condensed Consolidated Statements of Shareholders Equity and
Comprehensive Income 
For the Three Months Ended March 31, 2010 and 2009  (in thousands, except share and per
share data)(unaudited)

|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|-------------------------------------------------------- |  | ------------- | -- | ---------------------------- | - | ------------------ |  | --------------- | ------ | ------------------------------------------------ | - | ------------------------- | - | ----- | ------ | - | - | ------ | - | - | ------ | -
|                                                         |  | Common
 stock |    | Additional
 Paid-in
 Capital |   | Retained
 earnings |  | Treasury
 Stock |        | Accumulated
 other
 comprehensive
 Income (loss) |   | Unallocated
 ESOP
 shares |   | Total |       
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |       
|Balances at January 1, 2009                              |  | $             | 99 |                              | $ | 62,440             |  | $               | 36,721 |                                                  | $ | (34,662                   | ) | $     | (2,212 | ) | $ | (2,042 | ) | $ | 60,344 |  
|Comprehensive income:                                    |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Net Income                                               |  |               |   |                              |   |                   |  |                 | 707    |                                                  |   |                          |   |       |       |   |   |       |   |   | 707    |  
|Other comprehensive income                               |  |               |   |                              |   |                   |  |                 |        |                                                  |   |                          |   |       | 48     |   |   |       |   |   | 48     |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Total comprehensive income                               |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   | 755    |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Purchase of 174,838 treasury shares                      |  |               |   |                              |   |                   |  |                 |       |                                                  |   | (1,349                    | ) |       |       |   |   |       |   |   | (1,349 | )
|Stock-based compensation                                 |  |               |   |                              |   | 57                 |  |                 |       |                                                  |   |                          |   |       |       |   |   |       |   |   | 57     |  
|Dividends paid ($0.085 per share)                        |  |               |   |                              |   |                   |  |                 | (572   | )                                                |   |                          |   |       |       |   |   |       |   |   | (572   | )
|ESOP shares released for allocation (11,491
 shares)     |  |               |   |                              |   | 36                 |  |                 |       |                                                  |   |                          |   |       |       |   |   | 55     |   |   | 91     |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Balances at March 31, 2009                               |  | $             | 99 |                              | $ | 62,533             |  | $               | 36,856 |                                                  | $ | (36,011                   | ) | $     | (2,164 | ) | $ | (1,987 | ) | $ | 59,326 |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Balances at January 1, 2010                              |  | $             | 99 |                              | $ | 62,794             |  | $               | 37,588 |                                                  | $ | (36,720                   | ) | $     | (1,574 | ) | $ | (1,822 | ) | $ | 60,365 |  
|Comprehensive income:                                    |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Net Income                                               |  |               |   |                              |   |                   |  |                 | 1,146  |                                                  |   |                          |   |       |       |   |   |       |   |   | 1,146  |  
|Other comprehensive income                               |  |               |   |                              |   |                   |  |                 |       |                                                  |   |                          |   |       | 126    |   |   |       |   |   | 126    |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Total comprehensive income                               |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   | 1,272  |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Purchase of 14,300 treasury shares                       |  |               |   |                              |   |                   |  |                 |       |                                                  |   | (128                      | ) |       |       |   |   |       |   |   | (128   | )
|Amortization and tax effect of Stock-based
 compensation |  |               |   |                              |   | 57                 |  |                 |       |                                                  |   |                          |   |       |       |   |   |       |   |   | 57     |  
|Dividends paid ($0.09 per share)                         |  |               |   |                              |   |                   |  |                 | (587   | )                                                |   |                          |   |       |       |   |   |       |   |   | (587   | )
|ESOP shares released for allocation (11,491
 shares)     |  |               |   |                              |   | 43                 |  |                 |       |                                                  |   |                          |   |       |       |   |   | 55     |   |   | 98     |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  
|Balances at March 31, 2010                               |  | $             | 99 |                              | $ | 62,894             |  | $               | 38,147 |                                                  | $ | (36,848                   | ) | $     | (1,448 | ) | $ | (1,767 | ) | $ | 61,077 |  
|                                                         |  |               |    |                              |   |                    |  |                 |        |                                                  |   |                           |   |       |        |   |   |        |   |   |        |  

See accompanying notes to
unaudited condensed consolidated financial statements.

5

---



ROME BANCORP, INC. AND
SUBSIDIARY 
Condensed Consolidated Statements of Cash Flows 
For the Three Months Ended March 31, 2010 and 2009 
(unaudited) (in thousands)

|                                                                                    |  |      |         |      |   |         |  
|----------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|                                                                                    |  | 2010 |         | 2009 |  
|                                                                                    |  |      |         |      |  
|Cash flows from operating activities:                                               |  |      |         |      |   |         |  
|Net income                                                                          |  | $    | 1,146   |      | $ | 707     |  
|Adjustments to reconcile net income to net cash Provided by operating
 activities:  |  |      |         |      |   |         |  
|Depreciation and amortization                                                       |  |      | 124     |      |   | 130     |  
|Decrease in accrued interest receivable                                             |  |      | 20      |      |   | 120     |  
|Provision for loan losses                                                           |  |      | 50      |      |   |        |  
|Net amortization on securities                                                      |  |      | 21      |      |   | 2       |  
|Proceeds from sales of loans                                                        |  |      | 2,323   |      |   | 840     |  
|Net gain on loans sold                                                              |  |      | (33     | )    |   | (9      | )
|Originations of loans held for sale                                                 |  |      | (2,290  | )    |   | (831    | )
|Gain on sale of real estate                                                         |  |      | (418    | )    |   |        |  
|Decrease in other liabilities                                                       |  |      | (31     | )    |   | (34     | )
|Increase in cash surrender value of life insurance                                  |  |      | (100    | )    |   | (105    | )
|Decrease in other assets                                                            |  |      | 882     |      |   | 157     |  
|Allocation of ESOP shares                                                           |  |      | 98      |      |   | 91      |  
|Amortization of unearned compensation                                               |  |      | 57      |      |   | 57      |  
|                                                                                    |  |      |         |      |   |         |  
|Net
 cash provided by operating activities                                          |  |      | 1,849   |      |   | 1,125   |  
|                                                                                    |  |      |         |      |   |         |  
|                                                                                    |  |      |         |      |   |         |  
|Cash flows from investing activities:                                               |  |      |         |      |   |         |  
|Net decrease in loans                                                               |  |      | 1,600   |      |   | 6,867   |  
|Proceeds from maturities and principal reductions of securities
 available for sale |  |      | 1,050   |      |   | 28      |  
|Purchases of securities available for sale                                          |  |      | (1,292  | )    |   |        |  
|Redemption of Federal Home Loan Bank stock                                          |  |      | 264     |      |   | 516     |  
|Proceeds from maturities and principal reductions of securities held
 to maturity   |  |      | 1       |      |   | 3       |  
|Proceeds from sale of real estate owned                                             |  |      | 190     |      |   |        |  
|Additions to premises and equipment                                                 |  |      | (98     | )    |   | (41     | )
|                                                                                    |  |      |         |      |   |         |  
|Net
 cash provided by investing activities                                          |  |      | 1,715   |      |   | 7,373   |  
|                                                                                    |  |      |         |      |   |         |  
|                                                                                    |  |      |         |      |   |         |  
|Cash flows from financing activities:                                               |  |      |         |      |   |         |  
|Increase in time deposits                                                           |  |      | 152     |      |   | 535     |  
|Increase in other deposits                                                          |  |      | 4,120   |      |   | 6,246   |  
|Repayments of borrowings                                                            |  |      | (13,207 | )    |   | (23,900 | )
|Additional borrowings                                                               |  |      | 6,025   |      |   | 11,000  |  
|Purchase of treasury stock                                                          |  |      | (128    | )    |   | (1,349  | )
|Dividends paid                                                                      |  |      | (587    | )    |   | (572    | )
|                                                                                    |  |      |         |      |   |         |  
|Net
 cash used in financing activities                                              |  |      | (3,625  | )    |   | (8,040  | )
|                                                                                    |  |      |         |      |   |         |  
|                                                                                    |  |      |         |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                                |  |      | (61     | )    |   | 458     |  
|Cash and cash equivalents at beginning of period                                    |  |      | 7,574   |      |   | 9,579   |  
|                                                                                    |  |      |         |      |   |         |  
|Cash and cash equivalents at end of period                                          |  | $    | 7,513   |      | $ | 10,037  |  
|                                                                                    |  |      |         |      |   |         |  

Condensed Consolidated
Statements of Cash Flows continued on next page.

6

---



ROME BANCORP, INC. AND SUBSIDIARY 
Condensed Consolidated Statements of Cash Flows 
For the Three Months Ended March 31, 2010 and 2009 
(unaudited) (in thousands)

|                                                   |  |      |     |      |   |       | 
|-------------------------------------------------- |  | ---- | --- | ---- | - | ----- | 
|                                                   |  | 2010 |     | 2009 |  
|                                                   |  |      |     |      |  
|Supplemental disclosure of
 cash flow information: |  |      |     |      |   |       | 
|Non-cash investing activities:                     |  |      |     |      |   |       | 
|Transfers from loans to other real estate          |  | $    | 65  |      | $ | 192   | 
|Cash paid during the period for:                   |  |      |     |      |   |       | 
|Interest                                           |  |      | 825 |      |   | 1,081 | 
|Income taxes                                       |  |      | 313 |      |   | 7     | 

See accompanying notes to
unaudited condensed consolidated financial statements.

7

---



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

(1) The
accompanying unaudited condensed consolidated financial statements include the
accounts of Rome Bancorp, Inc. (Rome Bancorp or the Company) and The Rome
Savings Bank (the Bank), a wholly-owned subsidiary of the Company, as of
March 31, 2010 and December 31, 2009 and for the three month periods ended
March 31, 2010 and 2009. All inter-company accounts and transactions have been
eliminated in consolidation. The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. In the opinion of management, the unaudited condensed
consolidated financial statements include all necessary adjustments, consisting
of normal recurring accruals, necessary for a fair presentation for the periods
presented.

The Company
believes that the disclosures are adequate to make the information presented
not misleading; however, the results of operations and other data presented for
the periods presented are not necessarily indicative of results to be expected
for the entire fiscal year. Management has evaluated all significant events and
transactions that occurred through financial statement issuance date for potential
recognition or disclosure in these condensed consolidated financial statements.

The data in
the condensed consolidated balance sheet as of December 31, 2009 was derived
from the Companys 2009 Annual Report on Form 10-K. That data, along with the interim
financial information presented in the condensed consolidated balance sheets,
statements of income, statements of shareholders equity and comprehensive income and
statements of cash flows should be read in conjunction with the 2009
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.

(2) Earnings
per Common Share

The Company
has stock compensation awards with non-forfeitable dividend rights which are
considered participating securities. As such, earnings per share is computed
using the two-class method as required by FASB Accounting Standards
Codification (ASC) Topic 260-10, Earnings per Share. Basic earnings per
common share is computed by dividing net income allocated to common stock by
the weighted average number of common shares outstanding during the period
which excludes the participating securities. ESOP shares are considered
outstanding for this calculation unless unearned. Diluted earnings per common
share includes the dilutive effect of additional potential common shares from
stock-based compensation plans, but excludes awards considered participating
securities.

8

---



The following
summarizes the computation of earnings per share for the three month periods
ended March 31, 2010 and 2009.

|                                             |  |                               |       |      |   |       |  
|-------------------------------------------- |  | ----------------------------- | ----- | ---- | - | ----- | -
|(in thousands, except per share data)        | 
|                                             |  |                               |       |      |   |       |  
|                                             |  | Three months ended
 March 31, |      
|                                             |  |                               |      
|                                             |  | 2010                          |       | 2009 |  
|                                             |  |                               |       |      |  
|Basic
 earnings per share:                   |  |                               |       |      |   |       |  
|Net Income                                   |  | $                             | 1,146 |      | $ | 707   |  
|Weighted average common
 shares outstanding  |  |                               | 6,798 |      |   | 6,990 |  
|Less: Average unallocated
 ESOP shares       |  |                               | (278  | )    |   | (324  | )
|                                             |  |                               |       |      |   |       |  
|Average basic shares                         |  |                               | 6,520 |      |   | 6,666 |  
|                                             |  |                               |       |      |   |       |  
|Basic earnings per share                     |  | $                             | 0.18  |      | $ | 0.11  |  
|                                             |  |                               |       |      |   |       |  
|                                             |  |                               |       |      |   |       |  
|Diluted
 earnings per share:                 |  |                               |       |      |   |       |  
|Net income                                   |  | $                             | 1,146 |      | $ | 707   |  
|Weighted average basic
 shares outstanding   |  |                               | 6,520 |      |   | 6,666 |  
|Effect of dilutive
 securities:              |  |                               |      |      |   |      |  
|                                             |  |                               |       |      |   |       |  
|Weighted average diluted
 shares outstanding |  |                               | 6,520 |      |   | 6,666 |  
|                                             |  |                               |       |      |   |       |  
|Diluted earnings per share                   |  | $                             | 0.18  |      | $ | 0.11  |  
|                                             |  |                               |       |      |   |       |  

| |                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Stock options for 354,000
 shares of common stock were not considered in computing diluted earnings per
 common share for the three months ended March 31, 2010 and 2009 because they
 were antidilutive.

(3) Other
Comprehensive Income

|                                                                                                 |  |                                               |       |      |   |     |  
|------------------------------------------------------------------------------------------------ |  | --------------------------------------------- | ----- | ---- | - | --- | -
|                                                                                                 |  | Three months ended March 31, 
 (in thousands) |      
|                                                                                                 |  |                                               |      
|                                                                                                 |  | 2010                                          |       | 2009 |  
|                                                                                                 |  |                                               |       |      |  
|Pension and postretirement adjustments                                                           |  | $                                             | 77    |      | $ | 94  |  
|Net change in unrealized gain (loss) on available-for-sale securities
 arising during the period |  |                                               | 131   |      |   | (14 | )
|                                                                                                 |  |                                               |       |      |   |     |  
|Other comprehensive income, before tax                                                           |  |                                               | 208   |      |   | 80  |  
|Deferred tax effect                                                                              |  |                                               | (82   | )    |   | (32 | )
|                                                                                                 |  |                                               |       |      |   |     |  
|                                                                                                 |  |                                               |       |      |   |     |  
|Other comprehensive income                                                                       |  |                                               | 126   |      |   | 48  |  
|Net income                                                                                       |  |                                               | 1,146 |      |   | 707 |  
|                                                                                                 |  |                                               |       |      |   |     |  
|Total comprehensive income                                                                       |  | $                                             | 1,272 |      | $ | 755 |  
|                                                                                                 |  |                                               |       |      |   |     |  

9

---



(4) Securities

Securities are summarized as
follows (In thousands):

|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|------------------------------- |  | -------------- | ----- | ------------------------ | - | ------------------------- |  | --------- | -- |  | - | ------ | 
|                                |  |                |      
|                                |  | March 31, 2010 |      
|                                |  |                |      
|                                |  | AmortizedCost  |       | Gross
 unrealized
 gains |   | Gross
 unrealized
 losses |  | Fairvalue |   
|                                |  |                |       |                          |   |                           |  |           |   
|Available-for-sale:             |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|State and municipal obligations |  | $              | 2,294 |                          | $ | 137                       |  | $         |   |  | $ | 2,431  | 
|Corporate obligations           |  |                | 6,820 |                          |   | 158                       |  |           | 27 |  |   | 6,951  | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|Total debt securities           |  |                | 9,114 |                          |   | 295                       |  |           | 27 |  |   | 9,382  | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|Equity and other securities     |  |                | 872   |                          |   | 124                       |  |           |   |  |   | 996    | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|                                |  | $              | 9,986 |                          | $ | 419                       |  | $         | 27 |  | $ | 10,378 | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|Held-to-maturity:               |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|U.S. Government securities      |  | $              | 1,314 |                          | $ | 68                        |  | $         |   |  | $ | 1,382  | 
|Mortgage-backed securities:     |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|GNMA                            |  |                | 1     |                          |   |                          |  |           |   |  |   | 1      | 
|Other bonds                     |  |                | 113   |                          |   |                          |  |           |   |  |   | 113    | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 
|                                |  | $              | 1,428 |                          | $ | 68                        |  | $         |   |  | $ | 1,496  | 
|                                |  |                |       |                          |   |                           |  |           |    |  |   |        | 

|                                |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|------------------------------- |  | ----------------- | ----- | ------------------------ | - | ------------------------- |  | --------- | -- |  | - | ------ | 
|                                |  |                   |      
|                                |  | December 31, 2009 |      
|                                |  |                   |      
|                                |  | AmortizedCost     |       | Gross
 unrealized
 gains |   | Gross
 Unrealized
 Losses |  | Fairvalue |   
|                                |  |                   |       |                          |   |                           |  |           |   
|Available-for-sale:             |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|State and municipal obligations |  | $                 | 2,294 |                          | $ | 119                       |  | $         |   |  | $ | 2,413  | 
|Corporate obligations           |  |                   | 6,597 |                          |   | 85                        |  |           | 39 |  |   | 6,643  | 
|                                |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|Total debt securities           |  |                   | 8,891 |                          |   | 204                       |  |           | 39 |  |   | 9,056  | 
|                                |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|Equity and other securities     |  |                   | 872   |                          |   | 96                        |  |           |   |  |   | 968    | 
|                                |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|                                |  | $                 | 9,763 |                          | $ | 300                       |  | $         | 39 |  | $ | 10,024 | 
|                                |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|Held-to-maturity:               |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|U.S. Government securities      |  | $                 | 1,316 |                          | $ | 71                        |  | $         |   |  | $ | 1,387  | 
|Mortgage-backed securities      |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|GNMA                            |  |                   | 1     |                          |   |                          |  |           |   |  |   | 1      | 
|Other bonds                     |  |                   | 114   |                          |   |                          |  |           |   |  |   | 114    | 
|                                |  |                   |       |                          |   |                           |  |           |    |  |   |        | 
|                                |  | $                 | 1,431 |                          | $ | 71                        |  | $         |   |  | $ | 1,502  | 
|                                |  |                   |       |                          |   |                           |  |           |    |  |   |        | 

All of the
gross unrealized losses on available for sale securities at both March 31, 2010
and December 31, 2009 were less than one year in duration. The detail of these
losses and the carrying value (at estimated fair value) of the underlying
securities available for sale are summarized below (in thousands):

|                      |  |                  |    |                   |   |                  |  |                 |    |  |   |       | 
|--------------------- |  | ---------------- | -- | ----------------- | - | ---------------- |  | --------------- | -- |  | - | ----- | 
|                      |  | March 31, 2010   |    | December 31, 2009 |  
|                      |  |                  |    |                   |  
|                      |  | Unrealized
 Loss |    | Carrying
 Value   |   | Unrealized
 Loss |  | Carrying
 Value |   
|                      |  |                  |    |                   |   |                  |  |                 |   
|One year or less:     |  |                  |    |                   |   |                  |  |                 |    |  |   |       | 
|Corporate obligations |  | $                | 27 |                   | $ | 1,781            |  | $               | 39 |  | $ | 2,891 | 
|                      |  |                  |    |                   |   |                  |  |                 |    |  |   |       | 
|Total                 |  | $                | 27 |                   | $ | 1,781            |  | $               | 39 |  | $ | 2,891 | 
|                      |  |                  |    |                   |   |                  |  |                 |    |  |   |       | 

10

---



Management
evaluates securities for other than temporary impairment at least on a
quarterly basis, and more frequently when economic or market conditions warrant
such an evaluation. There were no investments deemed by management to be other
than temporarily impaired at March 31, 2010.

The following
table presents the amortized cost and fair value of debt securities based on
the contractual maturity date (in thousands). Expected maturities will differ
from contractual maturities because issuers may have the right to call or
prepay obligations without call or prepayment penalties.

|                                       |  |                 |       |             |   |       | 
|-------------------------------------- |  | --------------- | ----- | ----------- | - | ----- | 
|                                       |  | March 31, 2010  |      
|                                       |  |                 |      
|                                       |  | Amortized
 Cost |       | Fair
 Value |  
|                                       |  |                 |       |             |  
|Available-for-sale:                    |  |                 |       |             |   |       | 
|Due within one year                    |  | $               | 1,167 |             | $ | 1,176 | 
|Due after one year through five years  |  |                 | 5,966 |             |   | 6,161 | 
|Due after five years through ten years |  |                 | 1,981 |             |   | 2,045 | 
|Due after 10 years                     |  |                 |      |             |   |      | 
|                                       |  |                 |       |             |   |       | 
|                                       |  | $               | 9,114 |             | $ | 9,382 | 
|                                       |  |                 |       |             |   |       | 
|Held-to-maturity:                      |  |                 |       |             |   |       | 
|Due within one year                    |  | $               | 1     |             |   | 1     | 
|Due after one year through five years  |  |                 | 1,314 |             |   | 1,382 | 
|Due after five years through ten years |  |                 |      |             |   |      | 
|Due after ten years                    |  |                 | 113   |             |   | 113   | 
|                                       |  |                 |       |             |   |       | 
|                                       |  | $               | 1,428 |             | $ | 1,496 | 
|                                       |  |                 |       |             |   |       | 

Securities
pledged at both March 31, 2010 and December 31, 2009 had a carrying amount of
$1.3 million. These securities collateralize state and Treasury department
programs. As of these dates, there
were no holdings of securities of
any one issuer in an amount greater than 10% of shareholders equity.

11

---



(5) Loans

Loans are
summarized as follows:

|                                   |  |                 |         |                    |   |         | 
|---------------------------------- |  | --------------- | ------- | ------------------ | - | ------- | 
|                                   |  | March 31,
 2010 |         | December 31,
 2009 |  
|                                   |  |                 |         |                    |  
|                                   |  | (in thousands)  |        
|Mortgage loans:                    |  |                 |         |                    |   |         | 
|Residential (1-4 family)           |  | $               | 154,480 |                    | $ | 155,547 | 
|Commercial                         |  |                 | 52,459  |                    |   | 52,557  | 
|Construction and land              |  |                 | 4,616   |                    |   | 4,381   | 
|                                   |  |                 |         |                    |   |         | 
|                                   |  |                 |         |                    |   |         | 
|Total Mortgage loans               |  |                 | 211,555 |                    |   | 212,485 | 
|                                   |  |                 |         |                    |   |         | 
|Other loans:                       |  |                 |         |                    |   |         | 
|Commercial                         |  |                 | 30,297  |                    |   | 30,429  | 
|Automobile loans                   |  |                 | 8,784   |                    |   | 9,377   | 
|Property improvement and equipment |  |                 | 20,208  |                    |   | 19,251  | 
|Other consumer                     |  |                 | 15,792  |                    |   | 16,207  | 
|                                   |  |                 |         |                    |   |         | 
|                                   |  |                 |         |                    |   |         | 
|Total Other loans                  |  |                 | 75,081  |                    |   | 75,264  | 
|                                   |  |                 |         |                    |   |         | 
|                                   |  |                 |         |                    |   |         | 
|Total Loans                        |  | $               | 286,636 |                    | $ | 287,749 | 
|                                   |  |                 |         |                    |   |         | 

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

|                                 |  |                               |       |      |   |       |  
|-------------------------------- |  | ----------------------------- | ----- | ---- | - | ----- | -
|                                 |  | Three months ended
 March 31, |      
|                                 |  |                               |      
|                                 |  | (in thousands)                |      
|                                 |  | 2010                          |       | 2009 |  
|                                 |  |                               |       |      |  
|Balance at beginning of
 period  |  | $                             | 2,132 |      | $ | 1,936 |  
|Provision charged to
 operations |  |                               | 50    |      |   |      |  
|Loans charged off                |  |                               | (24   | )    |   | (37   | )
|Recoveries                       |  |                               | 23    |      |   | 19    |  
|                                 |  |                               |       |      |   |       |  
|                                 |  |                               |       |      |   |       |  
|Balance at end of period         |  | $                             | 2,181 |      | $ | 1,918 |  
|                                 |  |                               |       |      |   |       |  

The Companys
recorded investment in loans that are considered impaired totaled $695,000 and
$698,000 at March 31, 2010 and December 31, 2009, respectively. These impaired
loans carried allowances of $239,000 and $242,000 March 31, 2010 and December
31, 2009, respectively. The average recorded investment in impaired loans was
$696,000 and $708,000 in the first three months of 2010 and 2009, respectively.
The Company recognized no interest on impaired loans during the three month
periods ended March 31, 2010 and 2009.

The principal
balances of loans not accruing interest amounted to $1.8 million and $1.9
million at March 31, 2010 and December 31, 2009, respectively. The Company held
loans 90 days past due and accruing interest totaling $239,000 and $43,000 at
March 31, 2010 and December 31, 2009, respectively. The differences between the
amount of interest income that would have been recorded if non-accrual loans

12

---



had been paid
in accordance with their original terms and the amount of interest income that
was recorded during the three month periods ended March 31, 2010 and 2009 was
$17,100 and $17,300, 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 individual borrower.
The Company does not originate sub-prime mortgage loans and has not purchased
investments collateralized by sub-prime loans.

(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. At May 24,
2006, certain awardees met the retirement eligibility criteria and accordingly,
stock-based compensation expense of $350,000 related to their options was
expensed immediately. As of March 31, 2010, unrecognized compensation cost
related to these options was $58,000. 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 2010 year to date stock option activity:

|                                          |  |                                    |         |                                   |   |                               |  |   |      | 
|----------------------------------------- |  | ---------------------------------- | ------- | --------------------------------- | - | ----------------------------- |  | - | ---- | 
|                                          |  | Three
 Months ended March 31, 2010 |        
|                                          |  |                                    |        
|                                          |  | Shares                             |         | Weighted
 Average
 Exercise Price |   | Weighted
 Average
 Fair Value | 
|                                          |  |                                    |         |                                   |   |                               | 
|Options
 outstanding, beginning of period |  |                                    | 354,000 |                                   | $ | 12.84                         |  | $ | 1.69 | 
|Exercised                                 |  |                                    |        |                                   |   |                              |  |   |     | 
|Granted                                   |  |                                    |        |                                   |   |                              |  |   |     | 
|                                          |  |                                    |         |                                   |   |                               |  |   |      | 
|Options
 outstanding at end of period     |  |                                    | 354,000 |                                   | $ | 12.84                         |  | $ | 1.69 | 
|                                          |  |                                    |         |                                   |   |                               |  |   |      | 
|Options
 exercisable at end of period     |  |                                    | 212,400 |                                   | $ | 12.84                         |  | $ | 1.69 | 
|                                          |  |                                    |         |                                   |   |                               |  |   |      | 

The aggregate
intrinsic value of all options outstanding and exercisable at March 31, 2010
was $0. The intrinsic value of options exercised during the quarters ended
March 31, 2010 and March 31, 2009 was $0 and $18,000, 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
(RRP) awards was expensed immediately. At March 31, 2010, the unrecognized
compensation cost attributable to restricted stock awards was $208,000. The aggregate
intrinsic value of restricted stock that is expected to vest in the future was
$608,000 at March 31, 2010.

Compensation
cost for the Companys stock option plans in both the 2010 and 2009 first
quarters was $13,000. For both of the three month periods ended March 31, 2010
and 2009 compensation cost related to the restricted stock plan was $44,000.

During the three month periods ended March 31, 2010 and 2009, dividends
of $6,000 and $9,000, respectively, were paid on unvested shares with non-forfeitable
dividend rights. These dividend amounts

13

---



were not included in net income as compensation expense due to the
expectation that all of the awards will vest.

(7) Pension
and Postretirement Medical Benefit Expenses

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

|                                          |  |                                               |      |                          |   |      |   |      |    |   |   |    |  
|----------------------------------------- |  | --------------------------------------------- | ---- | ------------------------ | - | ---- | - | ---- | -- | - | - | -- | -
|                                          |  | Three
 months ended March 31,
 (in thousands) |     
|                                          |  |                                               |     
|                                          |  | Pension
 benefits                             |      | Postretirement
 benefits |  
|                                          |  |                                               |      |                          |  
|                                          |  | 2010                                          |      | 2009                     |   | 2010 |   | 2009 |   
|                                          |  |                                               |      |                          |   |      |   |      |   
|Components
 of net periodic pension cost: |  |                                               |      |                          |   |      |   |      |    |   |   |    |  
|Service cost                              |  | $                                             |     |                          | $ |     |   | $    | 4  |   | $ | 5  |  
|Interest
 cost                            |  |                                               | 88   |                          |   | 87   |   |      | 34 |   |   | 37 |  
|Expected
 return on plan assets           |  |                                               | (115 | )                        |   | (108 | ) |      |   |   |   |   |  
|Amortization                              |  |                                               | 81   |                          |   | 96   |   |      | (4 | ) |   | (2 | )
|                                          |  |                                               |      |                          |   |      |   |      |    |   |   |    |  
|                                          |  |                                               |      |                          |   |      |   |      |    |   |   |    |  
|Net periodic pension cost                 |  | $                                             | 54   |                          | $ | 75   |   | $    | 34 |   | $ | 40 |  
|                                          |  |                                               |      |                          |   |      |   |      |    |   |   |    |  

In December of
2002, the Companys Board of Directors amended the defined benefit pension plan
to cease the accrual of further benefits. For the fiscal year ended December
31, 2010, the Company expects to make no contributions to the defined benefit
pension plan.

(8) Fair Value Measurement

The FASB ASC
Topic 820, Financial Instruments, requires the disclosure of the estimated
fair value of certain financial instruments. Fair value is the price that would
be received upon sale of an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The following
fair value hierarchy is used in selecting inputs, with the highest priority
given to Level 1, as these are the most transparent or reliable.

Level 1 -
Quoted prices for identical instruments in active markets that the Company has
the ability to access as of the measurement date.

Level 2 
Significant other observable inputs, such as quoted prices for similar
instruments in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations in
which all significant inputs are observable in active markets.

Level 3 
Significant unobservable inputs that reflect the Companys own assumptions
about the assumptions that market participants would use in pricing an
instrument.

The Company is
responsible for the valuation process and as part of this process may use data
from outside sources in establishing fair value. The Company performs due
diligence to understand the inputs used or how the data was calculated or
derived. The Company corroborates the reasonableness of external inputs in the
valuation process.

To estimate
the market value of its available for sale security portfolio, the Company
obtains current market pricing from quoted market sources or using pricing for
similar securities. The fair value of impaired loans with specific
allocations of the allowance for loan losses is generally based on recent real
estate appraisals. These appraisals may utilize a single valuation approach or
a combination of approaches including comparable sales and the income approach.
Adjustments are routinely made in the appraisal process by the appraisers to adjust
for differences between the comparable sales and income data available. Such
adjustments are typically significant and result in a Level 3 classification of
the inputs for determining fair value.

14

---



Assets
measured at fair value on a recurring basis are summarized below (in thousands
of dollars).

|                                 |  |         |     |         |   |         |  |                                    |   |  |   |       | 
|-------------------------------- |  | ------- | --- | ------- | - | ------- |  | ---------------------------------- | - |  | - | ----- | 
|                                 |  | Level 1 |     | Level 2 |   | Level 3 |  | TotalAssets
 measuredat fair value |  
|March 31, 2010                   |  |         |     |         |   |         |  |                                    |   |  |   |       | 
|Available
 for sale securities:  |  |         |     |         |   |         |  |                                    |   |  |   |       | 
|State and
 municipal obligations |  | $       |    |         | $ | 2,431   |  | $                                  |  |  | $ | 2,431 | 
|Corporate
 obligations           |  |         |    |         |   | 6,951   |  |                                    |  |  |   | 6,951 | 
|Equity and
 other obligations    |  |         | 596 |         |   | 400     |  |                                    |  |  |   | 996   | 
|                                 |  |         |     |         |   |         |  |                                    |   |  |   |       | 
|December 31, 2009                |  |         |     |         |   |         |  |                                    |   |  |   |       | 
|Available
 for sale securities:  |  |         |     |         |   |         |  |                                    |   |  |   |       | 
|State and
 municipal obligations |  | $       |    |         |   | 2,413   |  |                                    |  |  |   | 2,413 | 
|Corporate
 obligations           |  |         |    |         |   | 6,643   |  |                                    |  |  |   | 6,643 | 
|Equity and
 other obligations    |  |         | 568 |         |   | 400     |  |                                    |  |  |   | 968   | 

Assets
measured at fair value on a non-recurring basis are summarized below (in
thousands of dollars).

|                  |  |         |   |         |   |         |  |                                  |     |  |   |     | 
|----------------- |  | ------- | - | ------- | - | ------- |  | -------------------------------- | --- |  | - | --- | 
|                  |  | Level 1 |   | Level 2 |   | Level 3 |  | TotalAssetsmeasuredat fair value |    
|March 31, 2010    |  |         |   |         |   |         |  |                                  |    
|Impaired
 loans   |  | $       |  |         | $ |        |  | $                                | 456 |  | $ | 456 | 
|                  |  |         |   |         |   |         |  |                                  |     |  |   |     | 
|December 31, 2009 |  |         |   |         |   |         |  |                                  |     |  |   |     | 
|Impaired
 loans   |  | $       |  |         | $ |        |  | $                                | 456 |  | $ | 456 | 

Impaired
loans, which are measured for impairment using the fair value of the collateral
for collateral dependent loans, had a cost basis of $695,000 and $698,000 at
March 31, 2010 and December 31, 2009, respectively. These loans carried a
valuation allowance of $239,000 and $242,000 at March 31, 2010 and December 31,
2009, respectively, resulting in no additional provision for loan losses for
such periods.

The following
methods and assumptions were used by the Company in estimating fair values of
financial instruments:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash and cash equivalents:
 For these short-term instruments that generally mature in ninety days or
 less, the carrying value approximates fair value.                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Securities: The fair values of securities available
 for sale are determined by obtaining quoted prices on nationally recognized
 securities exchanges (Level 1 inputs) or matrix pricing, which is a
 mathematical technique widely used to in the industry to value debt
 securities without relying exclusively on quoted prices for the specific
 securities but rather by relying on the securities relationship to other
 benchmark quoted securities (Level 2 inputs).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Federal Home Loan Bank Stock:It
 is not practicable to determine the value of FHLB stock due to restrictions
 placed on its transferability.                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Loans: The fair
 values for all loans are estimated using discounted cash flow analyses, using
 interest rates currently being offered for loans with similar terms to
 borrowers of similar credit rating. The Company has not considered market
 illiquidity in estimating the fair value of loans due to uncertain and
 inconsistent market pricing being experienced at measurement date.                                                                                 

15

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Accrued Interest:
 The fair value of accrued interest receivable and payable approximates
 carrying value.                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Deposits: The fair
 values of demand deposits (interest and non-interest checking) savings
 accounts and money market accounts are, by definition, equal to the amount
 payable on demand at the reporting date (i.e., their carrying amounts). Fair
 values for fixed-rate certificates of deposits, are estimated using a
 discounted cash flow calculation that applies interest rates currently being
 offered on these products to a schedule of aggregated expected monthly
 maturities on time deposits.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Borrowings:Fair
 values of long-term borrowings are estimated using a discounted cash flow
 approach, based on current market rates for similar borrowings.                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Off-balance-sheet instruments:
 Fair values for the Companys off-balance-sheet instruments (lines of credit
 and commitments to fund loans) are based on fees currently charged to enter
 into similar agreements, taking into account the remaining terms of the
 agreements and the counterparties credit standing. The fair value of these
 financial instruments is immaterial and has therefore been excluded from the
 table below.                                                                    

The estimated
carrying values and fair values of the Companys financial instruments, not
previously presented, for March 31, 2010 and December 31, 2009 are as follows
(in thousands):

|                              |  |                  |         |                   |   |                  |  |             |         |  |   |         | 
|----------------------------- |  | ---------------- | ------- | ----------------- | - | ---------------- |  | ----------- | ------- |  | - | ------- | 
|                              |  | March 31, 2010   |         | December 31, 2009 |  
|                              |  |                  |         |                   |  
|                              |  | Carrying
 amount |         | Fair
 value       |   | Carrying
 amount |  | Fair
 value |        
|                              |  |                  |         |                   |   |                  |  |             |        
|Financial assets:             |  |                  |         |                   |   |                  |  |             |         |  |   |         | 
|Cash and cash equivalents     |  | $                | 7,513   |                   | $ | 7,513            |  | $           | 7,574   |  | $ | 7,574   | 
|Securities available for sale |  |                  | 10,378  |                   |   | 10,378           |  |             | 10,024  |  |   | 10,024  | 
|Securities held to maturity   |  |                  | 1,428   |                   |   | 1,496            |  |             | 1,431   |  |   | 1,502   | 
|Loans, net                    |  |                  | 284,455 |                   |   | 287,625          |  |             | 285,617 |  |   | 288,524 | 
|Federal Home Loan Bank Stock  |  |                  | 2,958   |                   |   | n/a              |  |             | 3,222   |  |   | n/a     | 
|Accrued interest receivable   |  |                  | 1,097   |                   |   | 1,097            |  |             | 1,117   |  |   | 1,117   | 
|Financial liabilities:        |  |                  |         |                   |   |                  |  |             |         |  |   |         | 
|Non-interest bearing deposits |  |                  | 31,957  |                   |   | 31,957           |  |             | 31,790  |  |   | 31,790  | 
|Interest bearing deposits     |  |                  | 188,954 |                   |   | 189,336          |  |             | 184,849 |  |   | 185,320 | 
|Borrowings                    |  |                  | 40,687  |                   |   | 41,276           |  |             | 47,869  |  |   | 48,342  | 
|Accrued interest payable      |  |                  | 96      |                   |   | 96               |  |             | 127     |  |   | 127     | 

Fair value
estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and, therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.

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,

16

---



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, The 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-earning
assets and interest-bearing liabilities and the interest rates earned or paid
on these balances. The Banks operations are also affected by non-interest
income, such as service fees and gains and losses on sales of securities, the
provision for loan losses and non-interest expense such as salaries and
employee benefits, occupancy costs, and other general and administrative
expenses. Financial institutions in general, including the Bank, are
significantly affected by economic conditions, competition and the monetary and
fiscal policies of the federal government. Lending activities are influenced by
the demand for and supply of housing, competition among lenders, interest rate
conditions and availability of funds. 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 such area. Deposit balances and
cost of funds are influenced by prevailing market rates on competing
investments, customer preferences and levels of personal income and savings in
the Banks primary market area.

Net income for
the first quarter of 2010 increased to $1.1 million, from the prior years
first quarter net income of $707,000. The significant factors and trends impacting
the first quarter of 2010, which are discussed in greater depth below, were as
follows:

| |   |                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | During the
 first quarter of 2010 the Company sold a parcel of non-operating real estate,
 recording a gain on that sale of $418,000.                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                    
| |  | Net interest
 income before loan loss provision increased by $217,000, or 6.7%, from the
 same quarter last year principally due to a decrease in interest expense
 stemming from decreases in the rates paid on deposits and borrowings, as well
 as a decrease in average outstanding borrowings.
| |   |                                                                                                                                                                                                                                                                                                    
| |  | The Company
 recorded a $50,000 provision for loan losses in the first quarter of 2010
 versus no provision for loan losses in the first quarter of 2009.                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                    
| |  | Other
 non-interest income increased by $30,000, or 5.6%, from the first quarter
 2009 levels primarily due to higher customer fee revenue and an increase in
 gains on the sales of mortgages.                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                    
| |  | Non-interest
 expense decreased by $96,000 to $2.6 million in the quarter ended March 31,
 2010 from $2.7 million for the same period of 2009.                                                                                                                                                     

17

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| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | Income tax
 expense for the first quarter of 2010 increased to $604,000 compared to
 $332,000 in the first quarter of 2009.

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 2009 Annual Report on Form 10-K to obtain a better
understanding of how its financial performance is reported.

Analysis of Net
Interest Income

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

18

---



|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|---------------------------------------------------------------- |  | --------------------------------------------- | ------- | ----------------------------------------- | - | --------------------- | - | ---------------- | ---- | -------------------------- | - | --------------------- |  | - | ----- | - |  | ---- | -
|                                                                 |  | Average Balances, Interest and Average Yields |        
|                                                                 |  |                                               |        
|                                                                 |  | For the three months ended March 31, 2010     |         | For the three months ended March 31, 2009 |  
|                                                                 |  |                                               |         |                                           |  
|                                                                 |  | Average
 Balance                              |         | Interest
 Income/
 Expense                |   | Average
 Yield/
 Cost |   | Average
 Balance |      | Interest
 Income/
 Expense |   | Average
 Yield/
 Cost | 
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       | 
|                                                                 |  | (Dollars in thousands)                        |        
|                                                                 |  |                                               |        
|Assets:                                                          |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Interest-earning assets:                                         |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Loans                                                            |  | $                                             | 285,381 |                                           | $ | 4,092                 |   |                  | 5.81 | %                          | $ | 295,544               |  | $ | 4,282 |   |  | 5.88 | %
|Securities (1)                                                   |  |                                               | 14,538  |                                           |   | 171                   |   |                  | 4.76 |                            |   | 8,251                 |  |   | 83    |   |  | 4.07 |  
|Federal funds sold & other interest bearing deposits             |  |                                               | 530     |                                           |   |                      |   |                  | 0.11 |                            |   | 2,424                 |  |   | 2     |   |  | 0.32 |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Total interest-earnings assets                                   |  |                                               | 300,449 |                                           |   | 4,263                 |   |                  | 5.75 |                            |   | 306,219               |  |   | 4,367 |   |  | 5.78 |  
|Noninterest-earning assets                                       |  |                                               | 27,432  |                                           |   |                       |   |                  |      |                            |   | 27,361                |  |   |       |   |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Total assets                                                     |  | $                                             | 327,881 |                                           |   |                       |   |                  |      |                            | $ | 333,580               |  |   |       |   |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Liabilities and Shareholders Equity:                            |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Interest-bearing liabilities:                                    |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Savings accounts                                                 |  | $                                             | 83,188  |                                           | $ | 82                    |   |                  | 0.40 |                            | $ | 80,107                |  | $ | 80    |   |  | 0.40 |  
|Time deposits                                                    |  |                                               | 71,782  |                                           |   | 342                   |   |                  | 1.93 |                            |   | 72,356                |  |   | 537   |   |  | 3.01 |  
|Money market accounts                                            |  |                                               | 16,610  |                                           |   | 42                    |   |                  | 1.03 |                            |   | 13,462                |  |   | 48    |   |  | 1.45 |  
|Other interest bearing deposits                                  |  |                                               | 14,440  |                                           |   | 14                    |   |                  | 0.39 |                            |   | 13,377                |  |   | 13    |   |  | 0.40 |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Total interest-bearing deposits                                  |  |                                               | 186,020 |                                           |   | 480                   |   |                  | 1.05 |                            |   | 179,302               |  |   | 678   |   |  | 1.53 |  
|Borrowings                                                       |  |                                               | 44,726  |                                           |   | 314                   |   |                  | 2.84 |                            |   | 59,251                |  |   | 434   |   |  | 2.97 |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Total interest-bearing liabilities                               |  |                                               | 230,746 |                                           |   | 794                   |   |                  | 1.39 |                            |   | 238,553               |  |   | 1,112 |   |  | 1.89 |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Noninterest-bearing deposits                                     |  |                                               | 30,958  |                                           |   |                       |   |                  |      |                            |   | 29,403                |  |   |       |   |  |      |  
|Other liabilities                                                |  |                                               | 5,648   |                                           |   |                       |   |                  |      |                            |   | 5,800                 |  |   |       |   |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Total liabilities                                                |  |                                               | 267,352 |                                           |   |                       |   |                  |      |                            |   | 273,756               |  |   |       |   |  |      |  
|Shareholders equity                                             |  |                                               | 60,529  |                                           |   |                       |   |                  |      |                            |   | 59,824                |  |   |       |   |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Total liabilities and shareholders equity                       |  | $                                             | 327,881 |                                           |   |                       |   |                  |      |                            | $ | 333,580               |  |   |       |   |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Net interest income                                              |  |                                               |         |                                           |   | 3,469                 |   |                  |      |                            |   |                       |  |   | 3,255 |   |  |      |  
|Tax equivalent adjustment on securities                          |  |                                               |         |                                           |   | (2                    | ) |                  |      |                            |   |                       |  |   | (5    | ) |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Net interest income per consolidated financial statements        |  |                                               |         |                                           | $ | 3,467                 |   |                  |      |                            |   |                       |  | $ | 3,250 |   |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|                                                                 |  |                                               |         |                                           |   |                       |   |                  |      |                            |   |                       |  |   |       |   |  |      |  
|Net interest rate spread                                         |  |                                               |         |                                           |   |                       |   |                  | 4.36 | %                          |   |                       |  |   |       |   |  | 3.89 | %
|Net interest margin                                              |  |                                               |         |                                           |   |                       |   |                  | 4.68 | %                          |   |                       |  |   |       |   |  | 4.31 | %
|Ratio of interest-earning assets to interest-bearing liabilities |  |                                               |         |                                           |   |                       |   |                  | 1.30 | x                          |   |                       |  |   |       |   |  | 1.28 | x

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

19

---



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

Three months ended March 31, 2010
Compared to Three months ended March 31, 2009

|                                   |  |                              |      |        |   |      |   |   |      |  
|---------------------------------- |  | ---------------------------- | ---- | ------ | - | ---- | - | - | ---- | -
|                                   |  | Increases (decreases) due to |     
|                                   |  | Rate                         |      | Volume |   | Net  |  
|                                   |  |                              |      |        |   |      |  
|                                   |  | (in thousands)               |     
|Assets:                            |  |                              |      |        |   |      |   |   |      |  
|Interest-earning assets:           |  |                              |      |        |   |      |   |   |      |  
|Loans                              |  | $                            | (41  | )      | $ | (149 | ) | $ | (190 | )
|Securities (1)                     |  |                              | 25   |        |   | 63   |   |   | 88   |  
|Federal funds sold & other         |  |                              |      |        |   |      |   |   |      |  
|Interest bearing deposits          |  |                              |     |        |   | (2   | ) |   | (2   | )
|                                   |  |                              |      |        |   |      |   |   |      |  
|Total interest-earnings assets     |  |                              | (16  | )      |   | (88  | ) |   | (104 | )
|                                   |  |                              |      |        |   |      |   |   |      |  
|Interest-bearing
 liabilities:     |  |                              |      |        |   |      |   |   |      |  
|Savings accounts                   |  |                              |     |        |   | 2    |   |   | 2    |  
|Time deposits                      |  |                              | (191 | )      |   | (4   | ) |   | (195 | )
|Money market accounts              |  |                              | (17  | )      |   | 11   |   |   | (6   | )
|Other interest bearing deposits    |  |                              |     |        |   | 1    |   |   | 1    |  
|                                   |  |                              |      |        |   |      |   |   |      |  
|Total interest-bearing deposits    |  |                              | (208 | )      |   | 10   |   |   | (198 | )
|Borrowings                         |  |                              | (14  | )      |   | (106 | ) |   | (120 | )
|                                   |  |                              |      |        |   |      |   |   |      |  
|Total interest-bearing liabilities |  |                              | (222 | )      |   | (96  | ) |   | (318 | )
|                                   |  |                              |      |        |   |      |   |   |      |  
|Net change (1)                     |  | $                            | 206  |        | $ | 8    |   | $ | 214  |  
|                                   |  |                              |      |        |   |      |   |   |      |  

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

Comparison of Financial Condition at March
31, 2010 and December 31, 2009:

Total
assets at March 31, 2010 remained relatively stable at $327.7 million compared
to $329.9 million at December 31, 2009. The Companys net loan portfolio
decreased slightly by $1.1 million, or 0.4%, from $285.6 million at December
31, 2009 to $284.5 million at March 31, 2010. Loan sales through three months
of 2010 were $2.3 million, compared to $831,000 for the first three months of
2009. During the first three months of 2010, the Company originated
approximately $10.9 million of loans, compared to approximately $6.2 million of
loans originated in the same period of 2009.

The
continued uncertainty in the United States investment markets has encouraged
investors to favor the security of insured deposit accounts. Total deposits
increased to $220.9 million at March 31, 2010 from $216.6 million at December
31, 2009. During the first quarter of 2010, savings deposits increased by $2.6
million, or 3.2%, and money market balances increased by $1.9 million, or
11.9%. Time deposits increased by $152,000, or 0.2%, to $72.1 million at March
31, 2010 from $71.9 million at year end 2009. Balances of non-interest bearing
deposits increased by $167,000, or 0.5%, while other interest bearing deposits
decreased by $531,000, or 3.5%, over the first quarter of 2010.

20

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As
a result of increased loan sale activity and increases in deposit balances, the
Company continued to pay down debt during the first three months of 2010.
Borrowings from the Federal Home Loan Bank of New York (FHLB) decreased from
$47.9 million at December 31, 2009 to $40.7 million at the end of the current
quarter.

Comparison of Operating Results for the
Three-Month Periods Ended March 31, 2010 and 2009

General

During
the three months ended March 31, 2010, the Company recorded net income of $1.1
million, compared to $707,000 for the first quarter of 2009. The increase in
net income is comprised of an increase in net interest income before the
provision for loan losses of $217,000, an increase in non-interest income of
$448,000 and a decrease in non-interest expense of $96,000, partially offset by
an increase in the provision for loan losses of $50,000 and an increase in
income tax expense of $272,000.

Diluted
earnings per share increased to $0.18 per diluted share for the quarter ended
March 31, 2010 from $0.11 per diluted share in the quarter ended March 31,
2009. Average diluted shares decreased to 6,519,863 for the first quarter of
2010 from 6,665,848 in the same period of 2009 due to the Companys stock
repurchases over the past year.

Net Interest Income

Net
interest income before loan loss provision for the quarter ended March 31, 2010
increased by $217,000, or 6.7%, compared to the same quarter of 2009. This
decrease is primarily attributable to decreases in average balances outstanding
and rates paid on interest bearing liabilities in the current year.

Interest Income

Interest
income decreased to $4.3 million for the quarter ended March 31, 2010 from $4.4
million for the same quarter of 2009. Average loan balances for the first
quarter of 2010 were $285.4 million, a decrease of $10.1 million from the
average outstanding loans for the first quarter of 2009 as a result of
continued sales of residential loan originations into the secondary market. The
yield on the Companys loan portfolio for the quarter ended March 31, 2010
decreased to 5.81% from a yield of 5.88% for the same period last year.
Interest income on securities increased by $91,000 from $78,000 for the quarter
ended March 31, 2009 to $169,000 for the quarter ended March 31, 2010. The
average balance of securities increased by $6.2 million, or 76.2%, from the
first quarter of 2009 to $14.5 million for the current quarter and the tax
equivalent yield on the Companys securities increased to 4.76% from 4.07%.
During the first quarter of 2010, the average balance of the Companys federal
funds sold and interest bearing deposits was minimal, resulting in a reduction
of interest income on these assets of $2,000.

Interest Expense

Interest
expense decreased to $794,000 for the quarter ended March 31, 2010 from $1.1
million for the same quarter of 2009. Interest expense on deposits decreased to
$480,000 for the quarter ended March 31, 2010 from $678,000 for the quarter
ended March 31, 2009, due to lower rates paid on deposits consistent with
market trends over the past year. This was partially offset by an increase in
the average balance of interest-bearing deposits to $186.0 million for the
quarter ended March 31, 2010, from $179.3 million for the same period of 2009.
Interest expense on borrowed funds decreased to $314,000 for the quarter ended
March 31, 2010 from $434,000 for the comparative quarter of 2009 due to a
decrease in both the average balances of borrowings and their interest rates in
2010. The average balance of borrowings decreased to $44.7 million in the
current quarter compared to $59.3 million in the first quarter of 2009. Cash
received from increased customer deposits and loan sales were utilized to repay
borrowings. The rate on the Companys borrowings decreased to 2.84% during the

21

---



first quarter
of 2010 from 2.97% in the same quarter of 2009 as the Company repaid some of
its longer maturity advances.

Provision for Loan Losses

The
Company recorded a $50,000 provision for loan losses in the first quarter of
2010, compared to no loan loss provision in the same period of 2009. Net loan
charge-offs decreased to $1,000, compared to net charge-offs of $18,000 in the
first quarter of 2009. Asset quality metrics declined slightly at March 31,
2010 with non-performing loans as a percent of loans of 0.70% and the allowance
for loan losses as a percent of non-performing loans of 108.7% at March 31,
2010, compared to 0.67% and 111.4%, respectively, at December 31, 2009. While
the Company has seen an increase in non-performing loans in 2010, management
believes that these loans are adequately collateralized. The allowance for loan
losses as a percentage of loans increased to 0.76% at March 31, 2010 compared
to 0.74% at December 31, 2009.

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 increased by $448,000 to $980,000 in the first quarter of 2010 from
$532,000 in the same period of 2009, largely due to a gain realized on the sale
of real estate. In the first quarter of 2010, the Company sold a parcel of
non-operating commercial real estate, realizing a gain of $418,000. The
remainder of the increase in non-interest income is primarily attributable to
an increase in the gains realized on sales of residential mortgages to the
secondary market as a greater volume of loans have been sold in 2010.

Non-interest
expense slightly decreased by $96,000 to $2.6 million in the first quarter of
2010 from $2.7 million in the same quarter of 2009, primarily due to a decrease
in deposit insurance expense. This decrease from the prior year resulted from the
2009 FDIC mandated industry-wide special assessment which was charged to member
banks to replenish the insurance fund. Income tax expense for the first quarter
of 2010 increased to $604,000 from $332,000 in the same period of 2009,
primarily due to the increase in pre-tax income.

Liquidity and Capital Resources

The
Companys primary sources of funds consist of deposits, scheduled amortization
and prepayments of loans and mortgage-backed securities, maturities of
investments, interest-bearing deposits at other financial institutions and
funds provided from operations. The Bank also has a written agreement with the
FHLB that allows it to borrow up to $44.1 million. At March 31, 2010, the Bank
had $5.9 million of outstanding borrowings against this line of credit, and
outstanding advances and amortizing notes totaling $34.8 million. At March 31,
2010, the Company also had approximately $8.5 million in unused short term
borrowing capacity at the Federal Reserve Bank of New York, which is collateralized
by a portion of the consumer loan portfolio.

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

The
Companys primary investing activities include the origination of loans, and to
a lesser extent, the purchase of investment securities. For the three months
ended March 31, 2010, the Company originated loans of approximately $10.9
million, compared to $6.2 million of loans in the same period of 2009. For the
past

22

---



several
quarters, the Company has been selling a large percentage of its residential
loan originations into the secondary market. Loan sales through three months of
2010 were $2.3 million, compared to $831,000 for the first three months of
2009. Year to date 2010 bond purchases were $1.3 million. No investments were
purchased in the same period of 2009.

At
March 31, 2010, the Company had loan commitments to borrowers of approximately
$8.6 million, and available letters and lines of credit of approximately $19.9
million.

Time
deposit accounts scheduled to mature within one year were $52.3 million at
March 31, 2010. Based on the Companys deposit retention experience and current
pricing strategy, the Company anticipates that a significant portion of these
time deposits will remain with the Company. The Company is committed to
maintaining a strong liquidity position; therefore, the Company monitors its
liquidity position on a daily basis. The Company anticipates that the Company
will have sufficient funds to meet the Companys current funding commitments.
The marginal cost of new funding however, whether from deposits or borrowings
from the FHLB, will be carefully considered as the Company monitors its liquidity
needs. Therefore, in order to minimize its cost of funds, the Company may
consider additional borrowings from the FHLB in the future.

At
March 31, 2010, the Bank exceeded each of the applicable regulatory capital
requirements. The Banks leverage (Tier 1) capital at March 31, 2010 was $55.4
million, or 16.78% 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 $16.5 million, or 5.0% of adjusted assets. To be classified as a
well-capitalized bank by the OTS, the Bank must also have a Tier 1 risk-based
capital ratio of 6% and a total risk-based capital ratio of 10.0%. At March 31,
2010, the Bank had a Tier 1 risk-based capital ratio of 22.87% and a total risk-based
capital ratio of 23.80%.

The
Company paid cash dividends of $0.09 per share during the quarter ended March
31, 2010 totaling $587,000.

During
the first quarter of 2010, $128,000 was expended to repurchase 14,300 shares of
the Companys common stock.

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, 2009. 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 2009 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

23

---



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.

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

Part II - OTHER
INFORMATION

|        |                                                            
|------- | -----------------------------------------------------------
|Item 1. | Legal Proceedings                                          
|        |                                                            
|        | None.                                                      
|        |                                                            
|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds

The
following table provides information with respect to purchases made by or on
behalf of the Company or any affiliated purchases (as defined in Rule 106-18
(a)(3) under the Securities Exchange Act of 1934) of the Companys common stock
during the quarter ended March 31, 2010.

COMPANY PURCHASES OF EQUITY SECURITIES

|                                           |  |                                                   |  |                                              |      |                                                                                                     |        |                                                                                                                     |         | 
|------------------------------------------ |  | ------------------------------------------------- |  | -------------------------------------------- | ---- | --------------------------------------------------------------------------------------------------- | ------ | ------------------------------------------------------------------------------------------------------------------- | ------- | 
|Period                                     |  | (a) Total Number
 of Shares (or
 Units) Purchased |  | (b) Average Price
 Paid per Share
 (or Unit) |      | (c) Total Number of
 Shares (or Units)
 Purchased as Part of
 Publicly Announced
 Plans or Programs |        | (d) MaximumNumber (orApproximateDollar Value) ofShares (or Units)that may yet bePurchased underthe Plans orPrograms |        
|                                           |  |                                                   |  |                                              |      |                                                                                                     |        |                                                                                                                     |        
|January 1, 2010 through January 31, 2010   |  | 2,300                                             |  | $                                            | 8.05 |                                                                                                     | 2,300  |                                                                                                                     | 210,162 | 
|February 1, 2010 through February 28, 2010 |  |                                                  |  |                                              |     |                                                                                                     |       |                                                                                                                     | 210,162 | 
|March 1, 2010 through March 31, 2010       |  | 12,000                                            |  | $                                            | 9.10 |                                                                                                     | 12,000 |                                                                                                                     | 198,162 | 
|                                           |  |                                                   |  |                                              |      |                                                                                                     |        |                                                                                                                     |         | 
|Total                                      |  | 14,300                                            |  | $                                            | 8.93 |                                                                                                     | 14,300 |                                                                                                                     | 198,162 | 
|                                           |  |                                                   |  |                                              |      |                                                                                                     |        |                                                                                                                     |         | 

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

24

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|        |                  
|------- | -----------------
|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  | Amended and restated form
 of One Year Change in Control Agreement by and among certain officers and
 Rome Bancorp, Inc. and The Rome Savings Bank. (8)
|      |                                                                                                                                                        
|10.6  | Amended and restated form
 of Employment Agreement between New Rome Bancorp, Inc. and Charles M. Sprock.
 (8)                                          
|      |                                                                                                                                                        
|10.7  | Amended and restated form
 of Employment Agreement between The Rome Savings Bank and Charles M. Sprock.
 (8)                                           
|      |                                                                                                                                                        
|10.8  | Rome Bancorp, Inc. 2000
 Stock Option Plan. (3)                                                                                                        
|      |                                                                                                                                                        
|10.9  | Rome Bancorp, Inc. 2000
 Recognition and Retention Plan. (3)                                                                                           
|      |                                                                                                                                                        
|10.10 | Amended and Restated
 Benefit Restoration Plan of Rome Bancorp, Inc. (4)                                                                               
|      |                                                                                                                                                        
|10.11 | Amended and Restated
 Directors Deferred Compensation Plan of Rome Bancorp, Inc. (4)                                                                  
|      |                                                                                                                                                        
|10.12 | Loan Agreement by and
 between the Employee Stock Ownership Plan Trust of Rome Bancorp, Inc. and
 Rome Bancorp, Inc. (5)                               
|      |                                                                                                                                                        
|10.13 | Amendment No. 3 to the
 Employee Stock Ownership Plan of Rome Bancorp, Inc. (6)                                                                        
|      |                                                                                                                                                        
|10.14 | Rome Bancorp, Inc. 2006
 Stock Option Plan. (7)                                                                                                        
|      |                                                                                                                                                        
|10.15 | Rome Bancorp, Inc. 2006
 Recognition and Retention Plan. (7)                                                                                           
|      |                                                                                                                                                        
|31.1  | Rule 13a-14a/15d-14a
 Certification.                                                                                                                   
|      |                                                                                                                                                        
|31.2  | Rule 13a-14a/15d-14a
 Certification.                                                                                                                   
|      |                                                                                                                                                        
|32.1  | Section 1350
 Certification.                                                                                                                           
|      |                                                                                                                                                        
|32.2  | Section 1350
 Certification.                                                                                                                           

|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | Incorporated
 by reference to Rome Bancorp, Inc.s Form S-1 (Registration No. 333-121245),
 filed with the Commission on December 14, 2004, as amended.     
|    |                                                                                                                                                             
|(2) | Incorporated
 by reference to Rome Bancorp, Inc.s Form SB-2 (Registration No. 333-80487),
 filed with the Commission on June 11, 1999, as amended.         
|    |                                                                                                                                                             
|(3) | Incorporated
 by reference to Rome Bancorp, Incs Proxy Statement on Schedule 14A, filed
 with the Commission on April 5, 2000 and amended on April 2, 2001.
|    |                                                                                                                                                             
|(4) | Incorporated
 by reference to Rome Bancorp, Inc.s Form 8-K filed with the Commission on
 December 27, 2005.                                                
|    |                                                                                                                                                             
|(5) | Incorporated
 by reference to Rome Bancorp, Inc.s Form 8-K filed with the Commission on
 March 29, 2005.                                                   
|    |                                                                                                                                                             
|(6) | Incorporated
 by reference to Rome Bancorp, Inc.s Form 8-K filed with the Commission on
 August 29, 2005.                                                  
|    |                                                                                                                                                             
|(7) | Incorporated
 by reference to Rome Bancorp, Inc.s Form S-8 filed with the Commission on
 May 19, 2006, as amended.                                         
|    |                                                                                                                                                             
|(8) | Incorporated
 by reference to Rome Bancorp, Inc.s Form 8-K filed with the Commission on
 December 3, 2007.                                                 

25

---



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.

ROME BANCORP, INC.

|                         |  |                                                                                             |  |             
|------------------------ |  | ------------------------------------------------------------------------------------------- |  | ------------
|Name                     |  | Title                                                                                       |  | Date        
|                         |  |                                                                                             |  |             
|                         |  |                                                                                             |  |             
|/s/Charles
 M. Sprock    |  | Chairman of
 the Board, President and Chief Executive Officer (Principal Executive Officer) |  | May 10, 2010
|                         |  |                                                                                             | 
|Charles M.
 Sprock       |  |                                                                                             | 
|                         |  |                                                                                             |  |             
|/s/David C.
 Nolan       |  | Executive
 Vice President and Chief Financial Officer (Principal Financial Officer)         |  | May 10, 2010
|                         |  |                                                                                             | 
|David C.
 Nolan          |  |                                                                                             | 
|                         |  |                                                                                             |  |             
|/s/Mary
 Faith Messenger |  | Vice
 President and Controller (Principal Accounting Officer)                               |  | May 10, 2010
|                         |  |                                                                                             |  |             
|Mary Faith
 Messenger    |  |                                                                                             |  |             

---