FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1998 Commission file number 2-99779 National Consumer Cooperative Bank (Exact name of registrant as specified in its charter) United States of America 52-1157795 (12 U.S.C. Section 3001 et seq.) (I.R.S. Employer (State or other jurisdiction of Identification No.) incorporation or organization) 1401 Eye Street, NW, Suite 700, Washington, D.C. 20005 (Address of principal executive offices) Registrant's telephone number, including area code (202)336-7700 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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________. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at June 30, 1998 Class C 219,022 (Common stock, $100.00 par value) Class B 839,353 (Common stock, $100.00 par value) Class D 3 (Common stock, $100.00 par value) Part II Other Information Item 2. Changes in Securities (c) During the period covered by this report, NCB sold one share of its Class C stock without registration under the Securities Act of 1933 (the "1933 Act") in reliance on the exemption from registration provided by section 4 (2) of the 1933 Act. The stock was sold for $100 a share in cash without any underwriting discounts or commissions to cooperative organizations eligible to obtain loans from NCB. The stock was not offered to the general public; the purchasers had access to essentially the same information that would be contained in a registration statement and had the capability to evaluate the merits of such an investment. Item 6. Exhibits The following exhibits are filed as part of this report: Exhibit 10.15 - First Amendment to Third Amended and Restated Loan Agreement with Fleet Bank as Agent Exhibit 27 - Financial Data Schedule SIGNATURE Pursuant to the requirements 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. NATIONAL CONSUMER COOPERATIVE BANK Date: 8/13/98 By: /s/Richard L. Reed Richard L. Reed, Managing Director, Chief Financial Officer By: /s/ Marietta J. Orcino Marietta J. Orcino Vice President, Tax & Regulatory Compliance