U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              _____________________

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2002

           Transition report under Section 13 or 15 (d) of the Exchange Act

           For the transition period from ____________ to ____________


                        Commission file number 000-26587


                         COMMUNITY BANCORP OF NEW JERSEY
              ---------------------------------------------------
             (Exact name of registrant as specified in its charter)


              New Jersey                                      22-3666589
  ------------------------------------                  -----------------------
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                        Identification No.)


                3535 Highway 9 North, Freehold, New Jersey 07728
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (732) 863-9000
                                 ---------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
                             ----------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)


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


                                Yes [ X ]    No [   ]





    Common Stock, No Par Value-2,014,729 shares outstanding as of May 7, 2002
    -------------------------------------------------------------------------


<PAGE>


                                      INDEX

                         COMMUNITY BANCORP OF NEW JERSEY


PART I.  FINANCIAL INFORMATION                                          PAGE NO.
-------  ---------------------                                          --------

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets at March 31, 2002
         (Unaudited) and December 31, 2001                                  3

         Consolidated Condensed Statements of Income for the three
         months ended March 31, 2002 and 2001 (Unaudited)                   4

         Consolidated Condensed Statement of Changes in Stockholders'       5
         Equity at March 31, 2002 (Unaudited)

         Consolidated Condensed Statements of Cash Flows for the three
         months ended March 31, 2002 and 2001 (Unaudited)                   6

         Notes to Consolidated Condensed Financial Statements (Unaudited)  7-10


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        11-20


PART II. OTHER INFORMATION
-------- ------------------

Item 1.  Legal Proceedings                                                  21

Item 2.  Changes in Securities and Use of Proceeds                          21

Item 3.  Defaults Upon Senior Securities                                    21

Item 4.  Submission of Matters to a Vote of Security Holders                21

Item 5.  Other Information                                                  21

Item 6.  Exhibits and Reports on Form 8-K
                  a.  Exhibits - None                                       21
                  b.  Reports on Form 8-K - None                            21


SIGNATURES                                                                  22

<PAGE>


                         COMMUNITY BANCORP OF NEW JERSEY
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         March 31,
                                                                                           2002        December 31,
                                                                                        (Unaudited)       2001
                                                                                         ---------      ---------
                                                                                          (Dollars in thousands)
<S>                                                                                      <C>            <C>
ASSETS
Cash and cash equivalents:
      Cash and due from banks ......................................................     $   5,726      $   9,342
      Federal funds sold ...........................................................         5,750           --
------------------------------------------------------------------------------------     ---------      ---------
                Total cash and cash equivalents                                             11,476          9,342
------------------------------------------------------------------------------------     ---------      ---------

Investment securities available-for-sale ...........................................        56,901         65,439
Investment securities held-to-maturity (fair value of $12,397 at
      March 31, 2002 and $15,217 at December 31, 2001) .............................        12,535         15,310

Loans receivable ...................................................................       158,523        147,603
Allowance for loan loss ............................................................        (2,053)        (1,964)
------------------------------------------------------------------------------------     ---------      ---------
                Net loans receivable                                                       156,470        145,639
------------------------------------------------------------------------------------     ---------      ---------

Premises and equipment, net ........................................................         6,389          6,335
Accrued interest receivable ........................................................         1,608          1,457
Other assets .......................................................................         2,361          2,116
------------------------------------------------------------------------------------     ---------      ---------
                Total Assets                                                             $ 247,740      $ 245,638
------------------------------------------------------------------------------------     =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
      Non-interest bearing demand ..................................................     $  43,895      $  43,539
      Interest bearing - NOW .......................................................        17,853         24,741
      Savings and money market .....................................................        83,240         66,466
      Certificates of deposit, under $100,000 ......................................        48,965         47,894
      Certificates of deposit, $100,000 and over ...................................        31,202         38,488
------------------------------------------------------------------------------------     ---------      ---------
                Total deposits                                                             225,155        221,128
------------------------------------------------------------------------------------     ---------      ---------

Short-term borrowings ..............................................................          --            1,600
Accrued interest payable ...........................................................           714          1,334
Other liabilities ..................................................................           467            433
------------------------------------------------------------------------------------     ---------      ---------
                Total liabilities                                                          226,336        224,495
------------------------------------------------------------------------------------     ---------      ---------

Stockholders' equity
      Common stock - authorized 10,000,000 shares of
            no par value;  issued and outstanding, net of treasury
            shares, 2,014,729 at March 31, 2002 and December
            31, 2001 ...............................................................        23,147         23,147
      Accumulated deficit ..........................................................        (1,336)        (1,889)
      Accumulated other comprehensive income .......................................           (44)           248
      Treasury stock, 22,357 shares, at cost .......................................          (363)          (363)
------------------------------------------------------------------------------------     ---------      ---------
                Total stockholders' equity                                                  21,404         21,143
------------------------------------------------------------------------------------     ---------      ---------

                Total Liabilities and Stockholder's Equity                               $ 247,740      $ 245,638
------------------------------------------------------------------------------------     =========      =========
</TABLE>


      See accompanying notes to consolidated condensed financial statements.

                                       3

<PAGE>

                         COMMUNITY BANCORP OF NEW JERSEY
           CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                        March 31,
                                                               ---------------------------
                                                                 2002              2001
                                                               ---------------------------
                                                       (Dollars in thousands, except per share data)
<S>                                                             <C>               <C>
INTEREST INCOME
     Loans, including Fees .........................            $2,792            $2,726
     Federal funds sold ............................                 2               200
     Investment securities - taxable ...............               962               543
----------------------------------------------------            ------            ------
                Total interest income ..............             3,756             3,469
----------------------------------------------------            ------            ------

INTEREST EXPENSE
     Interest bearing - NOW ........................                42                62
     Savings and money market ......................               398               534
     Certificates of deposit .......................               811               936
     Short-term borrowings .........................                29              --
----------------------------------------------------            ------            ------
                Total interest expense .............             1,280             1,532
----------------------------------------------------            ------            ------
                Net interest income ................             2,476             1,937
Provision for loan losses ..........................                90               146
----------------------------------------------------            ------            ------
                Net interest income after provision
                     for loan losses ...............             2,386             1,791
----------------------------------------------------            ------            ------

Non-interest income:
     Service fees on deposit accounts ..............                96               102
     Service fees on loans .........................               136               186
     Other fees and commissions ....................               154                70
----------------------------------------------------            ------            ------
                Total non-interest income ..........               386               358
----------------------------------------------------            ------            ------

Non-interest expense:
     Salaries and wages ............................               795               649
     Employee benefits .............................               134               103
     Occupancy expense .............................               160               122
     Depreciation - occupancy, furniture & equipment               217               146
     Other .........................................               621               603
----------------------------------------------------            ------            ------
                Total non-interest expense .........             1,927             1,623
----------------------------------------------------            ------            ------

                Income before income taxes .........               845               526
Income tax expense .................................               292               192
----------------------------------------------------            ------            ------
                Net Income .........................            $  553            $  334
----------------------------------------------------            ======            ======

Per Common Share:
     Net income - basic ............................            $ 0.26            $ 0.16
     Net income - diluted ..........................            $ 0.25            $ 0.16

Weighted average shares outstanding (in thousands):
     Basic .........................................             2,115             2,116
     Diluted .......................................             2,193             2,143
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       4

<PAGE>

                         COMMUNITY BANCORP OF NEW JERSEY
       CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                                           Other                          Total
                                                    Common     Treasury   Accumulated  Comprehensive   Comprehensive   Stockholders'
                                                    Stock       Stock       Deficit        Income         Income          Equity
                                                   -------     --------    ---------    -----------   --------------   -------------
                                                                                   (Dollars in thousands)

<S>                                                <C>        <C>           <C>             <C>                         <C>
Balance December 31, 2001 ...................      $23,147    $  (363)      $(1,889)        $ 248                       $ 21,143
                                                   -------    -------       -------         -----                        --------

Comprehensive Income:
      Net Income ............................           --         --           553            --         $    553            553
      Decrease in unrealized holding
          gains on securities, net...........           --         --            --          (292)            (292)          (292)
                                                                                                          --------       --------

Total Comprehensive Income ..................           --         --            --            --         $    261
                                                   -------    -------      --------      --------         ========


Balance, March 31, 2002 (Unaudited) .........      $23,147    $  (363)      $(1,336)     $    (44)                       $ 21,404
                                                   =======    =======       =======      ========                        ========
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       5




<PAGE>

                         COMMUNITY BANCORP OF NEW JERSEY
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>



                                                                             Three Months Ended March 31,
                                                                            ------------------------------
                                                                                2002           2001
                                                                              --------       --------
                                                                               (Dollars in thousands)
<S>                                                                           <C>            <C>
Cash flows from operating activities:
        Net income .....................................................      $    553       $    334
        Adjustments to reconcile net income to net cash
            provided by (used in) operating activities:
                 Depreciation and amortization .........................           217            146
                 Provision for loan losses .............................            90            146
                 Accretion of investment discount ......................            (9)           (55)
                 Amortization of investment premium ....................             2              8
                 (Increase) decrease in accrued interest receivable.....          (151)           475
                 (Increase) decrease other assets ......................           (78)           224
                 (Decrease) increase in accrued interest payable .......          (620)            21
                 Increase in other liabilities .........................            34             97
                                                                              --------       --------
                       Net cash provided by operating activities .......            38          1,396
                                                                              --------       --------

Cash flows from investing activities:
        Purchases of investment securities available-for-sale ..........        (3,069)          (532)
        Proceeds from maturities and calls of investment securities ....        13,930         27,430
        Net increase in loans made to customers ........................       (10,921)       (11,065)
        Purchases of premises and equipment ............................          (271)          (637)
                                                                              --------       --------
                       Net cash used in investing activities ...........          (331)        15,196
                                                                              --------       --------

Cash flows from financing activities:
        Net increase in demand deposits and savings accounts ...........        10,242          4,101
        Net (decrease) increase in certificates of deposit .............        (6,215)         5,858
        Decrease in short-term borrowings ..............................        (1,600)            --
                                                                              --------       --------
                       Net cash provided by financing activities .......         2,427          9,959
                                                                              --------       --------

Net increase (decrease) in cash and cash equivalents ...................         2,134         26,551
Cash and cash equivalents as of beginning of year ......................         9,342          9,624
                                                                              --------       --------

Cash and cash equivalents as of end of period ..........................      $ 11,476       $ 36,175
                                                                              --------       ========


Supplemental disclosures of cash flow information:
        Cash paid during the period for interest .......................      $  1,900       $  1,511
        Cash paid during the period for income taxes ...................      $    100       $     74

</TABLE>


     See accompanying notes to consolidated condensed financial statements.


                                       6


<PAGE>


COMMUNITY BANCORP OF NEW JERSEY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)


NOTE A - BASIS OF PRESENTATION

The  consolidated  condensed  financial  statements of Community  Bancorp of New
Jersey (the Company)  included herein have been prepared  without audit pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted pursuant to such rules and regulations.  The preparation of
financial  statements requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities  as of the financial  statement date and the
reported  amounts of revenues and expenses  during the reporting  period.  Since
management's  judgment  involves making  estimates  concerning the likelihood of
future events,  the actual results could differ from those  estimates which will
have a positive or negative  effect on future period results.  The  accompanying
consolidated  condensed financial  statements reflect all adjustments which are,
in the opinion of  management,  necessary to a fair statement of the results for
the  interim  periods  presented.  Such  adjustments  are of a normal  recurring
nature.  These  consolidated  condensed  financial  statements should be read in
conjunction  with the audited  financial  statements and the notes thereto as of
and for the year ended December 31, 2001. The results for the three months ended
March  31,  2002  are not  necessarily  indicative  of the  results  that may be
expected for the year ended December 31, 2002.

The  consolidated  condensed  financial  statements  include the accounts of the
Company and its wholly owned subsidiary,  the Community Bank of New Jersey.  All
significant inter-company accounts and transactions have been eliminated.

NOTE B - EARNINGS PER SHARE

The Company follows the provisions of SFAS No. 128, Earnings Per Share. SFAS No.
128 eliminates  primary and fully diluted  earnings per share (EPS) and requires
presentation of basic and diluted EPS in conjunction  with the disclosure of the
methodology  used in  computing  such EPS.  Basic EPS  excludes  dilution and is
computed by dividing  income  available to common  shareholders  by the weighted
average  common  shares  outstanding  during the period.  Diluted EPS takes into
account the potential dilution that could occur if securities or other contracts
to issue common stock were  exercised  and converted  into common stock.  EPS is
computed  based on the  weighted  average  number  of  shares  of  common  stock
outstanding.

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 retains the existing requirements to
recognize and measure the impairment of long-lived assets to be held and used or
to be disposed of by sale. However,  SFAS No. 144 makes changes to the scope and
certain measurement  requirements of existing accounting guidance.  SFAS No. 144
also changes the requirements relating to reporting the effects of a disposal or
discontinuation  of a segment  of a  business.  SFAS No.  144 is  effective  for
financial  statements  issued for fiscal years beginning after December 15, 2001
and interim periods within those fiscal years. The adoption of this statement is
not expected to have a significant impact on the financial  condition or results
of operations of the Company.

On July 6, 2001,  the  Securities  and  Exchange  Commission  (SEC) issued Staff
Accounting Bulletin (SAB) No. 102, Selected Loan Loss Allowance  Methodology and
Documentation  Issues.  SAB  No.  102  provides  guidance  on  the  development,
documentation,  and application of a systematic  methodology for determining the
allowance  for loan and leases in accordance  with US GAAP.  The adoption of SAB
No. 102 did not have an impact on the Company's  consolidated financial position
or results of operations.

                                       7

<PAGE>


NOTE D - STOCK DIVIDEND

On April 9, 2002 the Company's  Board of Directors  approved a 5% stock dividend
payable May 15, 2002 to  shareholders  of record as of April 23, 2002.  Weighted
average shares outstanding and earnings per share were retroactively adjusted to
reflect the stock dividend.



NOTE E - SUBSEQUENT EVENT

     Subsequent to the close of the first  quarter.  In May of 2002, the Company
received  oral  notice  from the  principals  of a  Borrower  that the  Borrower
expected to be unable to comply with the  payment  terms of Its loan  agreements
with the Company.  The Company has sold participatlon  interests in these credit
facilities to several other financial institutions. At May 10, 2002, the Company
holds $2.4 million in direct  obligations from this borrower,  and acts as agent
for $11.9  million  in  non-recourse  participations.  All loans are  secured by
payment bonds issued by a surety company unrelated to the borrower.  The Company
has  notified  the bond  issuer  of these  developments,  and is  continuing  to
investigate and review this situation.



                                       8

<PAGE>

COMMUNITY BANCORP OF NEW JERSEY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
Continued


NOTE F - INVESTMENT SECURITIES

The following  tables present the book values,  fair values and gross unrealized
gains and losses of the Company's  investment  securities  portfolio as of March
31, 2002 and December 31, 2001 (Dollars in thousands).

<TABLE>
<CAPTION>

                                                                March 31, 2002 (Unaudited)
                                                    ----------------------------------------------------
                                                                     Gross        Gross
                                                     Amortized     Unrealized   Unrealized        Fair
                                                       Cost          Gains        Losses         Value
                                                    -----------   ----------   -----------    -----------
<S>                                                   <C>           <C>          <C>            <C>
Securities available-for-sale:
       U.S. Government and agency securities....      $56,458       $  235       $   (305)      $56,388
       Other securities ........................          513           --             --           513
                                                      -------        -----       --------       -------
                                                      $56,971        $ 235       $   (305)      $56,901
                                                      =======        =====       ========       =======
Securities held-to-maturity:
       U.S. Government and agency securities ...      $11,500        $  --       $   (173)      $11,327
       Other securities ........................        1,035           35             --         1,070
                                                      -------        -----       --------       -------
                                                      $12,535        $  35       $   (173)      $12,397
                                                      =======        =====       ========       =======
</TABLE>


<TABLE>
<CAPTION>
                                                                 December 31, 2001
                                                ----------------------------------------------------
                                                                Gross        Gross
                                                 Amortized    Unrealized   Unrealized       Fair
                                                   Cost         Gains        Losses         Value
                                                -----------   ----------   -----------   -----------
<S>                                               <C>            <C>         <C>            <C>
Securities available-for-sale:
       U.S. Government and agency securities      $64,569        $ 510       $   (120)      $64,959
       Other securities ....................          480           --             --           480
                                                  -------        -----       --------       -------
                                                  $65,049        $ 510       $   (120)      $65,439
                                                  =======        =====       ========       =======
Securities held-to-maturity:
       U.S. Government and agency securities      $14,275        $   6       $   (145)      $14,136
       Other securities ....................        1,035           46             --         1,081
                                                  -------        -----       --------       -------
                                                  $15,310        $  52       $   (145)      $15,217
                                                  =======        =====       ========       =======
</TABLE>



The following table sets forth as of March 31, 2002 the maturity distribution of
the Company's investment portfolio (Dollars in thousands).

<TABLE>
<CAPTION>
                                                  Available-for-sale           Held-to-maturity
                                                ------------------------   -------------------------
                                                 Amortized       Fair        Amortized       Fair
                                                    Cost         Value         Cost         Value
                                                -----------   ----------   -----------   -----------
       <S>                                         <C>          <C>          <C>          <C>
       Due in one year or less ..............      $    --      $    --      $   535      $   535
       Due after one year through five years        56,458       56,388       11,500       11,327
       Due after five years through ten years           --           --          500          535
       Due after ten years ..................          513          513           --           --
                                                   -------      -------      -------      -------
                                                   $56,971      $56,901      $12,535      $12,397
                                                   =======      =======      =======      =======
</TABLE>


                                       9

<PAGE>


COMMUNITY BANCORP OF NEW JERSEY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
Continued


NOTE G - LOANS RECEIVABLE and ALLOWANCE FOR LOAN LOSSES

The following table  summarizes the components of the loan portfolio as of March
31, 2002 and December 31, 2001 (Dollars in thousands).

<TABLE>
<CAPTION>

                                                          Loan Portfolio By Type of Loan
                                                ----------------------------------------------------
                                                    March 31, 2002
                                                      (Unaudited)             December 31, 2001
                                                ------------------------   -------------------------
                                                  Amount       Percent       Amount       Percent
                                                -----------   ----------   -----------   -----------
       <S>                                       <C>            <C>         <C>             <C>
       Commercial and industrial loans......     $ 27,833       17.56%      $ 25,736        17.44%
       Commercial mortgage loans ...........       77,094       48.63%        74,258        50.31%
       Residential mortgages ...............        7,830        4.94%         6,970         4.72%
       Construction loans ..................       26,683       16.83%        21,962        14.88%
       Consumer loans ......................       19,055       12.02%        18,559        12.57%
       Other loans .........................           28        0.02%           118         0.08%
                                                 --------       ------      --------       ------

                                                 $158,523      100.00%      $147,603       100.00%
                                                 ========      ======       ========       ======
</TABLE>


The following table represents the activity in the allowance for loan losses for
the  three  month  periods  ended  March  31,  2002 and 2001 and the year  ended
December 31, 2001 (Dollars in thousands).

<TABLE>
<CAPTION>

                                                              Allowance For Loan Losses
                                                        --------------------------------------
                                                          Three Months Ended
                                                               March 31,
                                                              (Unaudited)          Year Ended
                                                        ------------------------   December 31,
                                                           2002          2001          2001
                                                        -----------   ----------   -----------

       <S>                                                <C>            <C>          <C>
       Balance - beginning of period ...............      $ 1,964        $1,584       $ 1,584
       Charge-offs .................................           (1)           --            (6)
       Provision for loan losses ...................           90           146           386
                                                          -------        ------       -------

       Balance - end of period .....................      $ 2,053        $1,730       $ 1,964
                                                          =======        ======       =======
       Balance of Allowance at period-end as a %
           of loans at period-end ..................         1.30%         1.30%         1.33%
                                                          =======        ======       =======

</TABLE>


                                       10

<PAGE>

11

COMMUNITY BANCORP OF NEW JERSEY

Management's Discussion and Analysis of Financial Condition and Results of
Operations


This financial review presents management's discussion and analysis of financial
condition and results of operations.  It should be read in conjunction  with the
consolidated  condensed financial statements and the accompanying notes included
elsewhere herein.

FINANCIAL CONDITION

Total assets at March 31, 2002  increased by $2.1  million,  or 0.9%,  to $247.7
million  compared to $245.6 million at December 31, 2001.  Total assets averaged
$250.0  million in the first three  months of 2002, a $46.8  million,  or 23.0%,
increase  from the 2001  full year  average  of $203.2  million.  Average  loans
increased  $14.2 million,  or 10.3%, to $152.7 million in the first three months
of 2002, from the 2001 full year average of $138.5 million.  Average  investment
securities  increased by $40.0  million,  or 97.6%,  to $81.0  million;  average
Federal funds sold decreased by $10.2 million,  or 95.3%,  to $0.5 million;  the
average  of all other  assets  increased  by $2.9  million,  or 19.6%,  to $17.7
million;  and the loan loss reserve average increased $0.2 million, or 11.1%, to
$2.0  million  during the first three  months of 2002  compared to the full year
2001 averages.

These increases in average assets were funded  primarily by a $40.6 million,  or
22.6%,  increase in average  deposits,  as average  deposits for the first three
months of 2002  increased  to $220.4  million from the full year 2001 average of
$179.8  million.  Increases  in average  assets  were  further  funded by a $5.1
million,  or 463.6%,  increase  in  average  short-term  borrowings,  as average
short-term  borrowings  for the first  three  months of 2002  increased  to $6.2
million from the full year 2001 average of $1.1 million.


Lending Activity
----------------

Total loans at March 31,  2002 were $158.5  million,  a 7.4%,  or $10.9  million
increase from December 31, 2001. The loan portfolio  consists primarily of loans
secured by real estate,  and, to a lesser extent,  commercial,  construction and
consumer  loans.  Changes in the  composition of the loan  portfolio  during the
comparative  periods included  increases of $2.8 million in commercial  mortgage
loans,  $4.7  million in  construction  loans,  $2.1 million in  commercial  and
industrial  loans,  $0.5 million in consumer and other loans and $0.8 million in
residential mortgage loans.

The 7.4%  increase in loans at March 31, 2002  compared to December  31, 2001 is
partially  attributable to greater  penetration of our marketplace and continued
loan demand within our market area and targeted  customer base.  Since September
1997, we have opened six new offices. Management believes that the maturation of
these branch locations will continue to provide us with lending opportunities as
well as funding  sources for the loans.  Further  enhancing loan growth has been
our desire to provide quality  customer  service.  Our focus is on the continued
origination, retention and service of a high quality loan portfolio.

Our loans are  primarily  to  businesses  and  individuals  located in Monmouth,
Middlesex,  and Ocean  Counties,  New Jersey.  We believe  that our  strategy of
customer  service,  competitive  rate

                                       11

<PAGE>

structures,  and selective  marketing  will continue to enable us to gain market
entry to local loans and  deposits.  Bank mergers and  consolidations  have also
contributed  to our efforts to attract  borrowers and  depositors.  We intend to
continue to pursue  quality  loans in all lending  categories  within our market
area.


Allowance for Loan Losses
-------------------------

The  allowance  for loan losses was $2.1  million,  or 1.30% of total loans,  at
March 31, 2002  compared to $2.0 million,  or 1.30% of total loans,  at December
31, 2001.  At March 31, 2002 and December  31,  2001,  we had no  non-performing
loans.  The  increase  in the  balance of the  allowance  for loan losses is the
result of our review of several  factors,  including the continued growth of our
loan portfolio and our assessment of economic  conditions,  credit quality,  and
other loss factors that may be inherent in the existing loan portfolio.

We attempt to maintain an  allowance  for loan losses at a  sufficient  level to
provide  for  potential  losses in the loan  portfolio.  Loan losses are charged
directly to the  allowance  when they occur and any  recovery is credited to the
allowance. Risks within the loan portfolio are analyzed on a continuous basis by
our officers, by outside,  independent loan review auditors,  our Directors Loan
Review  Committee  and the Board of  Directors.  A risk  system,  consisting  of
multiple  grading  categories,  is utilized as an analytical tool to assess risk
and set appropriate  reserves.  Along with the risk system,  management  further
evaluates  risk   characteristics  of  the  loan  portfolio  under  current  and
anticipated  economic  conditions  and  considers  such factors as the financial
condition of the borrower, past and expected loss experience,  and other factors
we feel deserve  recognition  in  establishing  an  appropriate  reserve.  These
estimates are reviewed at least quarterly, and, as adjustments become necessary,
they are  realized in the periods in which they become  known.  Additions to the
allowance are made by provisions charged to expense and the allowance is reduced
by net charge-offs  (i.e. - loans judged to be uncollectible and charged against
the reserve, less any recoveries on such loans). Although we attempt to maintain
the allowance at a level deemed adequate,  future additions to the allowance may
be necessary  based upon  changes in market  conditions.  In  addition,  various
regulatory  agencies  periodically  review our allowance for loan losses.  These
agencies may require us to take additional  provisions based on their judgements
about information available to them at the time of their examination.


Investment Securities Activity
------------------------------

Investment  securities decreased by $11.3 million, or 14.0%, to $69.4 million at
March 31, 2002 compared to $80.7  million at December 31, 2001.  During the last
three  quarters of 2001,  we utilized our  liquidity in excess of loan demand to
fund  additional  purchases of investment  securities  available-for-sale.  This
strategy resulted from Asset/Liability  management  considerations  arising from
our analysis of several  economic  scenarios  including  reduced loan growth and
deposit repricing  opportunities  starting within the second quarter of 2001 and
projected  through  2002.  During  the first  three  months of 2002,  forecasted
maturities and calls of $13.9 million in investment securities were used to fund
loan growth  amounting to $10.9 million and  additional  purchases of investment
securities of $3.1 million.

Management  determines the appropriate  classification of securities at the time
of purchase. At March 31, 2002, investment securities of $56.9 million, or 82.0%
of   the   total   investment   securities   portfolio,   were   classified   as
available-for-sale  and investment  securities of $12.5

                                       12

<PAGE>

million, or 18.0% of the total investment securities portfolio,  were classified
as  held-to-maturity.  We had no  investment  securities  classified  as trading
securities.  The investment  portfolio is comprised primarily of U.S. Government
and  agency  securities  with  maturities  of four  years or less and with  call
features of two years or less. We currently maintain an investment  portfolio of
short duration in order to fund  projected  increased loan volume and to provide
for other liquidity uses as needed,  and secondarily as an additional  source of
interest income.


Deposits
--------

Deposits  are our primary  source of funds.  Total  deposits  increased  by $4.1
million, or 1.9%, to $225.2 million at March 31, 2002 compared to $221.1 million
at December 31, 2001. The increase in deposits  during this period was primarily
due to greater  penetration of our marketplace  and the continued  growth of our
new locations.  As we adjusted the mix of our deposit base through marketing and
pricing  initiatives,   lower  costing  demand  deposits  and  savings  accounts
increased  by $10.2  million,  while  higher  costing  certificates  of  deposit
decreased by $6.2 million.

Average total deposits  increased by $40.6 million,  or 22.6%, to $220.4 million
for the three months ended March 31, 2002 compared to the 2001 full year average
of $179.8  million.  Changes in the deposit mix  averages  for the three  months
ended  March 31 2002  compared  to the 2001 full year  averages  include a $19.7
million,  or 38.6%,  increase  in savings  deposits;  a $1.1  million,  or 5.9%,
decrease in NOW account deposits;  a $16.8 million,  or 25.3%,  increase in time
deposits; a $0.4 million, or 6.2%, increase in money market deposits; and a $4.8
million,  or 13.2%,  increase in  non-interest  bearing demand  deposits.  Short
duration certificate of deposit promotions, targeted to retain maturing deposits
and to gain market penetration,  have contributed to deposit growth.  Management
intends to continue to promote  targeted  deposit  products as funding needs and
other balance sheet management considerations arise.

We  emphasize  relationships  with  commercial  customers  and  seek  to  obtain
transactional  accounts,  which  are  frequently  kept in  non-interest  bearing
deposits. We also emphasize the origination of savings deposits,  which amounted
to $76.0 million at March 31, 2002, by offering rates higher than our peer group
institutions.  Our primary savings product is the stepped rate savings  account.
The interest  rate is based upon the amount on deposit,  and the deposit  amount
can be changed.  We may modify the interest  rate paid without  notice,  and the
depositor  may  withdraw  their funds on demand.  We market  this  product as an
alternative  to time deposits and we believe it has resulted in a higher rate of
core deposits and lower cost of funds than our peer group institutions. Deposits
are obtained primarily from the market areas that we serve.

Liquidity
---------

Liquidity is a  measurement  of our ability to meet  present and future  funding
obligations  and  commitments.  We adjust our liquidity  levels in order to meet
funding needs for deposit  outflows,  repayment of borrowings,  when applicable,
and the  funding of loan  commitments.  We also  adjust our  liquidity  level as
appropriate  to  meet  our  asset/liability  objectives.  Principal  sources  of
liquidity  are  deposit  generation,   access  to  purchased  funds,   including
borrowings from other financial institutions,  repurchase agreements, maturities
and repayments of loans and investment  securities,  and net interest income and
fee income.  Liquid assets (consisting of cash and Federal funds sold) comprised
4.6% and 3.8% of our total  assets  at March 31,  2002 and  December  31,  2001,
respectively.


                                       13

<PAGE>


As shown in the  Consolidated  Condensed  Statements of Cash Flows,  our primary
source of funds at March 31, 2002 was increased  targeted  deposit  products and
proceeds from maturities and calls of investment  securities.  Deposit increases
amounted to $4.1  million for the three months ended March 31, 2002 and proceeds
from  maturities and calls of investment  securities  amounted to $13.9 million.
During the first three  months of 2002,  we utilized  deposit  growth and liquid
assets as funding  sources for  increased  loans made to customers  amounting to
$10.9 million and securities purchases amounting to $3.1 million.

We  also  have  several   additional   sources  of   liquidity,   including  the
available-for-sale  investment  securities  portfolio,  which at March 31,  2002
amounted to $56.9 million.  Also,  many of our loans are originated  pursuant to
underwriting  standards  which make them readily  marketable to other  financial
institutions or investors in the secondary market. In addition, in order to meet
liquidity needs on a temporary basis, we have  established  lines of credit with
other  financial  institutions  to purchase up to $11.0 million in Federal funds
and may borrow  funds at the Federal  Reserve  discount  window,  subject to our
ability to supply collateral. We are also a member of the Federal Home Loan Bank
of New York and have an additional  combined overnight  borrowing line term line
of $21.4  million.  In  addition,  subject  to  certain  Federal  Home Loan Bank
requirements,  we  may  also  obtain  longer-term  advances  of up to 30% of our
assets. As of March 31, 2002, we had no borrowings.

We believe that our  liquidity  position is  sufficient to provide funds to meet
future loan demand or the possible outflow of deposits,  in addition to enabling
us to adapt to changing interest rate conditions.



Capital Resources
-----------------

Stockholder's  equity  increased by $261  thousand at March 31, 2002 compared to
December 31, 2001. The changes in  stockholders'  equity during the three months
ended  March 31,  2002 were  comprised  of an  increase  from net income of $553
thousand  which was  partially  off-set by a decrease  of $292  thousand  in the
unrealized gains, net of taxes, in the available-for-sale  investment securities
portfolio.

Our  regulators,  the Board of Governors of the Federal  Reserve  System  (which
regulates  bank  holding   companies),   and  the  Federal   Deposit   Insurance
Corporation, have issued guidelines classifying and defining capital.

The following  table  summarizes the risk-based and leverage  capital ratios for
the Company and the Bank at March 31,  2002 as well as the  regulatory  required
minimum and "well capitalized" capital ratios:

<TABLE>
<CAPTION>

                                  March 31, 2002             Regulatory Requirement
                                  --------------             ----------------------
                               Company        Bank       Minimum         "Well Capitalized"
                               -------        ----       -------         ------------------
<S>                           <C>            <C>          <C>                   <C>
Risk-based Capital:
Tier I capital ratio...........11.84%        11.84%       4.00%                 6.00%

Total capital ratio............12.97%        12.98%       8.00%                10.00%


Leverage ratio................  8.58%         8.58%     3.00%-5.00%       5.00% or greater

</TABLE>

                                       14

<PAGE>

In addition,  pursuant to the order of the New Jersey  Department of Banking and
Insurance  approving the Bank's charter,  as amended during April, 2001, for its
first five  years of  operation,  the Bank is  required  to  maintain a ratio of
equity to total assets of at least 8.00%.  As of March 31, 2002 the Bank's ratio
of  equity  capital  to total  assets  was  8.66%.  The Bank  will  have been in
operation for five years in May 2002.

As noted in the above table,  the Company's and the Bank's capital ratios exceed
the minimum regulatory and "well capitalized" requirements.


Impact of Inflation and Changing Prices
---------------------------------------

Our financial  statements and notes thereto,  presented  elsewhere herein,  have
been prepared in accordance with generally accepted accounting principles, which
require the measurement of financial  position and operating results in terms of
historical  dollars without  considering  the change in the relative  purchasing
power of money  over  time and due to  inflation.  The  impact of  inflation  is
reflected  in the  increased  cost of our  operations.  Unlike  most  industrial
companies,  nearly all of our assets and liabilities are monetary.  As a result,
interest rates have a greater impact on our  performance  than do the effects of
general levels of inflation.  Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services.





RESULTS OF OPERATIONS for the three months ended March 31, 2002 compared to the
three months ended March 31, 2001

Net Income
----------

For the three months ended March 31, 2002, we earned $553  thousand  compared to
$334 thousand in net income for the same period last year. Basic and diluted net
income per share for the three  months ended March 31, 2002 was $0.26 and $0.25,
respectively,  compared  to basic and  diluted net income per share of $0.16 for
the same prior year period.  The increase in net income was  primarily  due to a
$539 thousand,  or 27.8%,  increase in net interest income,  a $28 thousand,  or
7.8%,  increase in non-interest income and a reduction in loan loss provision of
$56 thousand, or 38.4%. These items were partially offset by a $304 thousand, or
18.7% increase in non-interest  expenses, and a $100 thousand, or 52.1% increase
in tax expense.

Net Interest Income
-------------------

Net interest income  increased $539 thousand,  or 27.8%, to $2.5 million for the
three  months  ended  March 31,  2002 from $1.9  million for the same prior year
period.  The  increase  in net  interest  income  was due  primarily  to  volume
increases as average  interest  earning assets,  net of average interest bearing
liabilities,  increased by $5.9 million, or 13.8%, for the first three months of
2002 compared to the same prior year period.

Our net  interest  margin  (annualized  net interest  income  divided by average
interest  earning assets) for the three months ended March 31, 2002 decreased to
4.29%  compared  to 4.50% for the same prior year  period.  The  decrease in net
interest  margin of 21 basis points resulted from a change in the mix of average
interest earning assets, as average investment securities increased

                                       15

<PAGE>

by 147.4% to $81.0 million from $32.8  million.  The  relatively  consistent net
interest margin resulted primarily from timely implementation of asset/liability
management  strategies as the Federal Reserve Bank reduced the target funds rate
to 1.75%.

Interest income  increased $0.3 million,  or 8.6%, to $3.8 million for the three
months  ended  March 31, 2002  compared  to $3.5  million for the same period in
2001.  The  improvement  in interest  income was primarily due to volume related
increases in income from the loan  portfolio of $0.6 million and volume  related
increases in income of $0.8 million in investment  securities and was off-set by
a reduction in Federal funds sold income of $0.2 million, as our growth resulted
in an increase in average  earning assets of $59.8 million,  or 34.3%, to $234.2
million for the three months ended March 31, 2002 compared to $174.4 million for
the same period in 2001.

In addition to the volume related net increase,  total interest income decreased
by $0.9 million from rate related  decreases as interest rates on earning assets
repriced to current lower yields compared to yields in the same period in 2001.

Interest  expense for the first three months of 2002 decreased $0.2 million,  or
13.3%,  compared to the same prior year period. The decrease in interest expense
was due primarily to net rate related  decreases in interest  bearing  deposits,
which  accounted  for $0.8 million of the expense  decrease,  and was  partially
offset by $0.6 million attributable to net volume related increases.  The volume
related increases in interest bearing liabilities and net expense rate decreases
are the result of marketing and pricing decisions made by management in response
to  changing  market  rates and the need to provide  cost  effective  sources of
funds.

The following tables titled  "Consolidated  Average Balance Sheet with Resultant
Interest  and  Average  Rates" and  "Analysis  of Changes  in  Consolidated  Net
Interest  Income" present by category the major factors that  contributed to the
changes in net interest  income for the quarter ended March 31, 2002 compared to
the quarter ended March 31, 2001.


                                       16

<PAGE>



CONSOLIDATED AVERAGE BALANCE SHEETS
With Resultant Interest And Average Rates

<TABLE>
<CAPTION>

                                                               Three Months Ended                  Three Months Ended
                                                                 March 31, 2002                      March 31, 2001
                                                      -------------------------------------   -------------------------------------
                                                       Average       Interest      Average     Average       Interest      Average
                                                       Balance    Income/Expense    Rate       Balance    Income/Expense    Rate
                                                      ---------   -------------------------   ---------   -------------------------
                                                                             (In thousands, except percentages)
<S>                                                   <C>            <C>            <C>       <C>            <C>            <C>

ASSETS
Interest Earning Assets:
       Federal Funds Sold ..........................  $     456      $       2      1.93%     $  15,094      $     200      5.37%
       Investment Securities .......................     81,043            962      4.75%        32,754            543      6.63%
       Loans (net of unearned income) (1) (2) ......    152,719          2,792      7.41%       126,558          2,726      8.74%
                                                      ---------      ---------                ---------       --------

              Total Interest Earning Assets ........    234,218          3,756      6.50%       174,406          3,469      8.07%
                                                      ---------      ---------                ---------       --------

Non-Interest Earning Assets:
       Loan Loss Reserve ...........................     (1,978)                                 (1,626)
       All Other Assets ............................     17,713                                  12,453
                                                      ---------                               ---------

              Total Assets .........................  $ 249,953                               $ 185,233
                                                      =========                               =========

LIABILITIES & STOCKHOLDERS' EQUITY
Interest-Bearing Liabilities:
       NOW Deposits ................................  $  18,432             42      0.93%     $  15,239             62      1.65%
       Savings Deposits ............................     70,712            360      2.06%        47,086            432      3.72%
       Money Market Deposits .......................      6,894             38      2.26%         9,927            102      4.17%
       Time Deposits ...............................     83,245            811      3.95%        59,378            936      6.39%
       Short-term Borrowings .......................      6,201             29      1.90%            --             --      0.00%
                                                      ---------      ---------                ---------       --------

              Total Interest Bearing Liabilities....    185,484        1,280        2.80%       131,630          1,532      4.72%
                                                      ---------      ---------                ---------       --------

Non-Interest Bearing Liabilities:
       Demand Deposits .............................     41,136                                                 31,765
       Other Liabilities ...........................      1,859                                                  2,186
                                                      ---------                                               --------

              Total Non-Interest Bearing Liabilities     42,995                                                 33,951
                                                      ---------                                               --------

Stockholders' Equity ...............................     21,474                                  19,652
                                                      ---------                               ---------

              Total Liabilities and Stockholders'
              Equity ...............................  $ 249,953                               $ 185,233
                                                      =========                               =========

NET INTEREST INCOME ................................                 $   2,476                               $   1,937
                                                                     =========                               =========

NET INTEREST SPREAD (3) ............................                                3.70%                                   3.35%

NET INTEREST MARGIN (4) ............................                                4.29%                                   4.50%

</TABLE>



 (1)   Included in interest income on loans are loan fees.
 (2)   Includes non-performing loans.
 (3)   The interest rate spread is the difference between the weighted average
       yield on average interest earning assets and the weighted
       average cost of average interest bearing liabilities.
 (4)   The interest rate margin is calculated by dividing annualized net
       interest income by average interest earning assets.

                                       17

<PAGE>

ANALYSIS OF CHANGES IN CONSOLIDATED NET INTEREST INCOME


<TABLE>
<CAPTION>

                                                    Three Months Ended March 31, 2002
                                               Compared to Three Months Ended March 31, 2001
                                              -------------------------------------------------
                                                        Increase (Decrease) Due To
                                              -------------------------------------------------
                                              Volume           Rate        Time           Net
                                              --------      --------     --------      --------
                                                                 (In thousands)
<S>                                           <C>           <C>           <C>          <C>
Interest Earned On:
       Federal Funds Sold ..............      $  (194)      $    (4)      $    --      $  (198)
       Investment Securities ...........          801          (382)           --          419
       Loans (net of unearned income) ..          563          (497)           --           66
                                              -------       -------       -------      -------

              Total Interest Incomennnnn        1,170          (883)           --          287
                                              -------       -------       -------      -------

Interest Paid On:
       NOW Deposits ....................           13           (33)           --          (20)
       Savings Deposits ................          217          (289)           --          (72)
       Money Market Deposits ...........          (31)          (33)           --          (64)
       Time Deposits ...................          376          (501)           --         (125)
       Short-term Borrowings ...........           29            --            --           29
                                              -------       -------       -------      -------

              Total Interest Expense ...          604          (856)           --         (252)
                                              -------       -------       -------      -------

              Net Interest Income ......      $  .566       $   (27)      $    --      $   539
                                              =======       =======       =======      =======

</TABLE>


                                       18

<PAGE>


Provision for Loan Losses
-------------------------

The  provision  for loan losses  decreased  to $90  thousand for the first three
months of 2002  compared to a provision of $146  thousand for the same period in
2001.  The provision is the result of our review of several  factors,  including
increased  loan  balances  and our  assessment  of economic  conditions,  credit
quality  and other  loss  factors  that may be  inherent  in the  existing  loan
portfolio.  Although  we  had  no  non-accrual  loans  at  March  31,  2002,  we
established  provisions for loan losses to create an adequate allowance based on
our analysis of the loan portfolio and growth  experienced over the periods,  as
well  as the  risks  inherent  in the  lending  function  and  current  economic
conditions.  The  allowance for loan losses  totaled $2.1  million,  or 1.30% of
total loans, at March 31, 2002.


Non-Interest Income
-------------------

Total  non-interest  income was $386 thousand for the first three months of 2002
compared to $358 thousand for the first three months of 2001, an increase of $28
thousand,  or 7.8%.  The increase was  attributable  primarily to the  continued
growth of the Company.


Non-Interest Expense
--------------------

Total  non-interest  expense amounted to $1.9 million for the three months ended
March 31, 2002, an increase of $0.3 million,  or 18.8%, over the same prior year
period.  The increase was due primarily to increases in  employment  expenses as
well as increases in occupancy  expenses,  equipment expenses and other expenses
generally  attributable  to our  growth.  Of  this  increase,  employment  costs
increased  $177  thousand,  or 23.5%,  and reflected  increases in the number of
employees from 79 full-time  equivalents  for the period ended March 31, 2001 to
94 full-time  equivalents  for the period ended March 31, 2002.  The increase in
personnel is primarily  attributable  to the  acquisition of additional  support
personnel  required  due to the  Company's  growth,  including  the  transfer of
deposit services  processing from a service bureau  environment to an "in-house"
environment  and the opening of our Colts Neck, New Jersey and  Shrewsbury,  New
Jersey branches.

Occupancy and depreciation  expenses increased $109 thousand,  or 40.7%, for the
first three months of 2002 compared to the same period in 2001. The increase was
attributable  primarily to increased  lease  expense and  increased  common area
maintenance  costs  due  on  new  branch  offices,   in  addition  to  increased
depreciation  costs  associated  with new  deposit  services  facilities  and on
purchases of enhanced computer processing equipment.

Other  expenses  increased $18 thousand,  or 3.0%, for the first three months of
2002 compared to the first three months of 2001.  The increase was  attributable
to increased other expenses  resulting from our continued  growth.  In addition,
2001 expenses were increased by $70 thousand due to systems  related  conversion
costs as we prepared  for a bank-wide  operating  systems  conversion  which was
successfully completed during July, 2001.



Income Tax Expense
------------------

For the three months ended March 31, 2002, we recognized $292 thousand in income
tax  expense  compared to $192  thousand in income tax expense  during the first
three months of 2001.  The effective tax rate for the first three months of 2002
was 34.6% compared to 36.5% for the same period during 2001.


                                       19

<PAGE>



Return on  Average Assets and Average Equity
--------------------------------------------

Two industry measures of performance by a banking  institution are its return on
average  assets and return on average  equity.  Return on average assets ("ROA")
measures  net  income in  relation  to total  average  assets  and  indicates  a
company's ability to employ its resources profitably. For the three months ended
March 31, 2002,  our ROA was 0.90% compared to 0.74% for the year ended December
31, 2001.  Return on average equity ("ROE") is determined by dividing annual net
income by average  stockholders'  equity and indicates how effectively a company
can  generate  net  income on the  capital  invested  by its  stockholders.  ROE
increased to 10.45% for the three months ended March 31, 2002, compared to 7.45%
for the year ended December 31, 2001.


                                       20

<PAGE>

PART II.   OTHER INFORMATION
--------   -----------------


Item 1.    Legal Proceedings
-------    -----------------
           The Bank is periodically  involved in various legal  proceedings as a
           normal  incident to its business.  In the opinion of  management,  no
           material loss is expected from any such pending lawsuit.


Item 2.    Changes in Securities
-------    ---------------------
           Not Applicable.


Item 3.    Defaults Upon Senior Securities
-------    -------------------------------
           Not Applicable.


Item 4.    Submission of Matters to a Vote of Security Holders
-------    ---------------------------------------------------
           Not Applicable.


Item 5.    Other Information
-------    -----------------
           Subsequent  to the close of the first  quarter.  In May of 2002,  the
           Company  received oral notice from the  principals of a Borrower that
           the Borrower  expected to be unable to comply with the payment  terms
           of Its  loan  agreements  with  the  Company.  The  Company  has sold
           participatlon  interests in these credit  facilities to several other
           financial  institutions.  At May 10,  2002,  the  Company  holds $2.4
           million in direct  obligations from this borrower,  and acts as agent
           for  $11.9  million  in  non-recourse  participations.  All loans are
           secured by payment bonds issued by a surety company  unrelated to the
           borrower.   The  Company  has  notified  the  bond  issuer  of  these
           developments,  and is  continuing  to  investigate  and  review  this
           situation.



Item 6.    Exhibits and Reports on Form 8-K
-------    --------------------------------
            (a)   Exhibits - None

            (b)   Reports on Form 8-K - None


                                       21

<PAGE>








<PAGE>


                                    SIGNATURE


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


                            COMMUNITY BANCORP OF NEW JERSEY
                            -------------------------------
                                       (Issuer)






Date: May 7, 2002           By:  /s/ Robert D. O'Donnell
      ------------               -----------------------
                                 ROBERT D. O'DONNELL
                                 President and Chief Executive Officer






                            By:   /s/ Michael Bis
                                  ---------------
                                  MICHAEL BIS
                                  Sr. Vice President and Chief Financial Officer





                                       22