WASHINGTON, D.C. 20549
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                                     FORM 15

   Certification  and Notice of Termination of Registration  under Section 12(g)
  of the  Securities  Exchange Act of 1934 or Suspension of Duty to File Reports
  Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number: 0-27010

                           LITTLE FALLS BANCORP, INC.
             (Exact Name of Registrant as specified in its charter)

                                 86 Main Street
                         Little Falls, New Jersey 07424
                                 (201) 256-6100
          (Address, including zip code, and telephone number, including
             area code of registrant's principal executive offices)

                     COMMON STOCK, PAR VALUE $0.10 PER SHARE
            (Title of each class of securities covered by this Form)

                                      NONE
 (Titles of all other  classes of  securities  for which a duty to file  reports
under Section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)     [x]               Rule 12h-3(b)(1)(i)      [x]
Rule 12g-4(a)(1)(ii)    [ ]               Rule 12h-3(b)(1)(ii)     [ ]
Rule 12g-4(a)(2)(i)     [ ]               Rule 12h-3(b)(2)(i)      [ ]
Rule 12g-4(a)(2)(ii)    [ ]               Rule 12h-3(b)(2)(ii)     [ ]

         Approximate  number of  holders  of record as of the  certification  or
notice date: 0

         Pursuant to the  requirements  of  Securities  Exchange Act of 1934, as
amended,  Little Falls Bancorp, Inc. has caused this  certification/notice to be
signed on its behalf by the undersigned duly authorized person.

                                              HUDSON UNITED BANCORP
                                             Successor by Merger to
                                           Little Falls Bancorp, Inc.

DATE:  May 20, 1999                  By:   D. LYNN VAN BORKULO-NUZZO
                                       -----------------------------------------
                                           D. Lynn Van Borkulo-Nuzzo
                                           Executive Vice President and
                                           Corporate Secretary