FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.

March 31, 1997

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of First Savings
Bancorp of Little Falls, Inc. (the "Company"), I cordially invite you to attend
the 1997 Annual Meeting of Stockholders to be held at the main office of the
Company, located at 7 Center Avenue, Little Falls, New Jersey on Wednesday,
April 16, 1997 at 11:00 a.m. The attached Notice of Annual Meeting and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
During the Annual Meeting, we will report on the operations of the Company.
Directors and officers of the Company will be present to respond to any
questions stockholders may have.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Annual Meeting, but will assure that your vote is counted if you
are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.

Sincerely,

Dr. Haralambos S. Kostakopoulos
President and Chief Executive Officer

- -------------------------------------------------------------------------------
FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
7 CENTER AVENUE
LITTLE FALLS, NEW JERSEY 07424
(201) 256-2100
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 16, 1997
- -------------------------------------------------------------------------------

NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders (the
"Meeting") of First Savings Bancorp of Little Falls, Inc. (the "Company") will
be held at the main office of the Company, located at 7 Center Avenue, Little
Falls, New Jersey on Wednesday, April 16, 1997, at 11:00 a.m.

The Meeting is for the purpose of considering and acting upon the following
matters:

1. The election of one director of the Company;

2. The ratification of the appointment of Radics & Co., LLC as independent
auditors of the Company for the fiscal year ending December 31, 1997; and

3. Such other matters as may properly come before the Meeting or any
adjournments thereof.

The Board of Directors is not aware of any other business to come before the
Meeting. Any action may be taken on the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on March 15, 1997 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.

EACH STOCKHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS REQUESTED TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED
PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE
HIS PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER,
IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU
WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT
THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

Sarina Matos
Corporate Secretary
Little Falls, New Jersey
March 31, 1997

- -------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
PROXY STATEMENT
OF
FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
7 CENTER AVENUE
LITTLE FALLS, NEW JERSEY 07424
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
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- -------------------------------------------------------------------------------
GENERAL
- -------------------------------------------------------------------------------

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Savings Bancorp of Little Falls, Inc.
(the "Company") to be used at the 1997 Annual Meeting of Stockholders of the
Company which will be held at the main office of the Company, located at 7
Center Avenue, Little Falls, New Jersey on April 16, 1997, at 11:00 a.m. local
time (the "Meeting"). The accompanying Notice of Annual Meeting of Stockholders
and this Proxy Statement are being first mailed to stockholders on or about
March 31, 1997.

At the Meeting, stockholders will consider and vote upon (i) the election
of one director and (ii) the ratification of the appointment of Radics & Co.,
LLC, as independent auditor of the Company for the fiscal year ending December
31, 1997. The Board of Directors of the Company (the "Board" or the "Board of
Directors") knows of no additional matters that will be presented for
consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.

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VOTING AND REVOCABILITY OF PROXIES
- -------------------------------------------------------------------------------

Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the nominee director set forth
below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- -------------------------------------------------------------------------------

Stockholders of record as of the close of business on March 15, 1997 (the
"Voting Record Date"), are entitled to one vote for each share of common stock
of the Company (the "Common Stock") then held. As of the Voting Record Date, the
Company had 440,100 shares of Common Stock issued and outstanding.

The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. With respect to any matter, any shares for which a broker
indicates on the proxy that it does not have discretionary authority as to such
shares to vote on such matter (the "Broker Non-Votes") will not be considered
present for purposes

of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.

As to the election of one director (Proposal I), the proxy being provided
by the Board enables a stockholder to vote for the election of the nominee
proposed by the Board, or to withhold authority to vote for the nominee being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.

The Investor Group consisting of Haralambos S. Kostakopoulous (or "Dr.
Kostakopoulos"), President and Chief Executive Officer; Emanuel Kontokosta,
Chairman of the Board and Vice Chairmen Nikos Mouyiaris and Frederick Tedeschi,
own 90.00% of the Company's Common Stock and have entered into an investor
agreement, described below under "Agreement Among Investor Group" pursuant to
which they agree to vote each other into office as directors of the Company.
Therefore, the election of Haralambos S. Kostakopoulos is assured.

Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Voting Record Date, persons or groups who own more than 5% of
the Common Stock and the ownership of all executive officers and directors of
the Company as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at the
Voting Record Date.

-2-

Amount and Nature of
Beneficial Ownership of Percent
Name and Title of Common Stock at the Voting of Shares of Common
Beneficial Owner(1) Record Date Stock Outstanding
- ------------------- -------------------------- --------------------

Nikos P. Mouyiaris 158,400 36.00%
Director

Emanuel M. Kontokosta 110,880 25.19%
Director

Haralambos S. Kostakopoulos 79,200 18.00%
President and Chief Executive
Officer, and Director

Frederick J. Tedeschi 47,520 10.80%
Director

All executive officers and 396,600 90.12%
directors as a group
(6 persons)(2)

- ---------------------
(1) The address of each of the beneficial owners is 7 Center Avenue, Little
Falls, New Jersey.
(2) Non-cumulative preferred stock was issued to each of the beneficial
owners. Each share was convertible at the stockholder's option into ten
shares of common stock. Effective December 31, 1996, all 34,000
outstanding shares of non-cumulative preferred stock were converted into
340,000 shares of common stock.

Agreement Among Investor Group
- ------------------------------

In May, 1992, in connection with the reorganization of First Savings Bank
of Little Falls, FSB (the "Bank"), Directors Kontokosta, Kostakopoulos,
Tedeschi, and Mouyiaris (the "Members" or the "Investor Group"), entered into an
agreement which restricts the sale and disposition of the common stock (the
"Shares") of the Company held by the Members. If a Member wishes to sell his
Shares, he must offer the Shares to the other Members of the Investor Group. In
the event that the Members decline to purchase the shares, the Shares shall be
offered to the Company, and if refused, to the general public or to a third
party. The Members have also entered into a voting agreement pursuant to which
the Members have agreed to vote in favor of the other Members for positions of
directors of the Company.

In connection with the reorganization of the Bank, Messrs. Kontokosta and
Mouyiaris sold Dr. Kostakopoulos at a cost of $100 a share, a 2.5% initial
investment in the Company. Dr. Kostakopoulos paid for the shares by issuing two
notes to Messrs. Kontokosta and Mouyiaris. The notes are non-interest bearing
and are due and payable on January 7, 2000.

-3-

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- -------------------------------------------------------------------------------

Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4, and 5, with the Securities and Exchange Commission and to provide copies
of those Forms 3, 4, and 5 to the Company.

Based upon a review of the copies of the forms furnished to the Company,
or written representations from certain reporting persons that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its executive officers and directors, except as otherwise noted,
were complied with during the year ended December 31, 1996. Messrs. Mouyiaris,
Kontokosta, Kostakopoulous, and Tedeschi each failed to file a Form 4 on a
timely basis with regard to one reportable transaction.

- -------------------------------------------------------------------------------
PROPOSAL I -- INFORMATION WITH RESPECT TO THE NOMINEE FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
- -------------------------------------------------------------------------------

Election of Directors

The Certificate of Incorporation require that the Board of Directors be
divided into three classes. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. The Board of Directors currently consists of six members. One
director will be elected at the Meeting to serve for three-year terms or until a
successor has been elected and qualified.

Haralambos S. Kostakopoulos has been nominated by the Board of Directors
to serve as a director. Dr. Kostakopoulos is currently a member of the Board and
has been nominated for a three-year term to expire in 2000. If a nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend or the
size of the Board may be reduced to eliminate the vacancy. At this time, the
Board knows of no reason why a nominee might be unavailable to serve.

The following table sets forth the nominee and the directors continuing in
office, their name, age, the year they first became a director of the Company or
the Bank, the expiration date of their current term as a director, and the
number and percentage of shares of the Common Stock beneficially owned as of the
Voting Record Date. Each director of the Company is also a member of the Board
of Directors of the Bank. Beneficial ownership of executive officers and
directors of the Company, as a group, is shown under "Voting Securities and
Principal Holders Thereof."

-4-

Shares of
Common
Stock
Beneficially
Year First Owned at Percent
Elected Term to the Voting of
Name Age(1) Director Expire Record Date Class
- ---- ----- --------- -------- ----------- ------

Board Nominees For Term
To Expire In 2000

Haralambos S. Kostakopoulos 46 1992 1997 79,200 18.00%

THE BOARD RECOMMENDS THAT ITS NOMINEE BE ELECTED AS A DIRECTOR

Directors Continuing In Office
Emanuel M. Kontokosta 64 1992 1998 110,880 25.20%
Nikos P. Mouyiaris 50 1992 1998 158,400 36.00%
Frederick J. Tedeschi 76 1992 1998 47,520 10.80%
Anthony J. Sansiveri 64 1982 1999 500 --(2)
Paul D. Oesterle, Jr. 56 1986 1999 100 --(2)

- ------------------
(1) At December 31, 1996.
(2) Less than 1.0%.

Executive Officers of the Company

The following individuals hold the executive offices in the Company set
forth below opposite their names.

Name Age (1) Positions Held With the Company
- ---- ------- -------------------------------

Haralambos S. Kostakopoulous 46 President, Chief Executive Officer and Director
Brian J. McCourt 35 Vice President, Treasurer, Controller

- -------------
(1) At December 31, 1996.

Biographical Information

The principal occupation during the past five years of each nominee and
director of the Company is set forth below.

Emanuel M. Kontokosta has been Chairman of the Board of the Bank since
September 1992 and of the Company since March 1993. He has been principal owner
of Kontokosta Associates, New York, New York, an architectural and engineering
firm, for 34 years. He has been a licensed real estate broker in New York for 20
years and also manages private real estate holdings.

Haralambos S. Kostakopoulos has been President, Chief Executive Officer
and a director of the Bank since September 1992 and of the Company since its
incorporation in March 1993.

-5-

Nikos P. Mouyiaris has been a director of the Bank since September, 1992.
He has been President of Mana Products, a cosmetics manufacturing firm in Long
Island City, New York, since February 1975.

Paul D. Oesterle, Jr. has served as a director of the Bank since 1986. He
has been Program Manager and a stockholder of Digital Equipment Co., a computer
manufacturer in New York City, since 1988, where he is in charge of the
implementation of large computer system projects. Mr. Oesterle is also President
of the Board of Governors of Packanack Lake Community Association ("PLCA") and
serves as Chairman of PLCA's Board of Directors. He is Chairman of the DePaul
High School Education Council.

Frederick J. Tedeschi has been a director of the Bank since September
1992. He is a self employed attorney, now semi-retired, and served as Town
Justice of the Town of Southhold, New York. He is past President of the
Greenport Rotary Club, and a member of the New York, Queens County and Suffolk
County Bar Associations, and the New York State Magistrates Association.

Anthony J. Sansiveri has been a director of the Bank since 1982. He is
sole owner of a certified public accountant practice in Clifton, New Jersey.

Brian McCourt has been Vice President, Treasurer and Controller of First
Savings since August 1991 and has been employed by First Savings since 1987.
Prior to that time, he was employed by Community Federal Savings and Loan Bank
in Mahwah, New Jersey, as Senior Accounting Analyst.

Stockholder Nominations

Pursuant to Article XI of the Certificate of Incorporation, nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the Company as set
forth in that Article. To be timely, a stockholder's notice shall be delivered
to, or mailed and received at, the principal executive offices of the Company
not less than 30 days nor more than 60 days prior to any such meeting; provided,
however, if less than 31 days' notice of the meeting is given to stockholders,
notice by the stockholder must be so delivered or received no later than the
close of business on the tenth day following the day on which notice of the
meeting was mailed to stockholders.

Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director and
as to the stockholder giving the notice (i) the name, age, business address, and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of Common Stock which are
beneficially owned by such person on the date of such stockholder notice, and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election as
directors pursuant to Regulation 14A under the 1934 Act; and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Company's books, of such stockholder and any other stockholders known by such
stockholder to be supporting such nominees and (ii) the class and number of
shares of Common Stock which are beneficially owned by such stockholder on the
date of such stockholder notice and, to the extent known, by any other
stockholders known by such stockholder to be supporting such nominees on the
date of such stockholder notice. At the request of the Board of Directors, any
person nominated by, or at the direction of, the Board for election as a
director at an annual meeting shall furnish to the Secretary of the Company that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.

The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of the Bylaws. If the presiding
officer at the meeting determines that

-6-

a nomination was not made in accordance with the terms of the Bylaws, he shall
so declare at the annual meeting, and the defective nomination shall be
disregarded.

Meetings and Committees of the Board of Directors

The Company's Board of Directors conducts its business through meetings of
the Board and through activities of its committees. During the year ended
December 31, 1996, Board of Directors held 12 regular meetings and there were no
special meetings. No director attended fewer than 75% of the total meetings of
the Board of Directors of the Company and committees on which such director
served during the year ended December 31, 1996.

The Company's Executive Committee is appointed by the Board of Directors
to exercise the authority of the Board in between Board meetings, but may not
declare dividends, amend the certificate of incorporation or bylaws of the
Company, recommend mergers, acquisitions, sale of the Company's assets otherwise
than in the normal course of business, or approve a transaction which may
provide material benefit for any member of the Executive Committee. The
Executive Committee recommends action to the Board of Directors on salary
administration, personnel benefits, hiring, promotion, and discharges. The
Executive Committee also acts as a regulatory compliance committee to ensure
compliance with all state and federal banking laws and regulations. The
Executive Committee consists of Nikos Mouyiaris - Chairman, and Directors
Kontokosta, Kostakopoulos and Tedeschi. The Executive Committee met 12 times
during fiscal 1996.

The Company's Audit Committee consists of Anthony Sansiveri - Chairman,
and Directors Tedeschi, and Oesterle. The Audit Committee hires the external and
internal auditors for the Company, supervises their activities and the
establishment of internal controls. The Audit Committee also serves as the
Company's Asset Review Committee and is responsible for internal review of
loans. The Audit Committee met one time during fiscal 1996.

The Company's full Board of Directors serves as a nominating committee.
The Board of Directors met one time in its capacity as the nominating committee
during the 1996 fiscal year.

- --------------------------------------------------------------------------------
DIRECTOR AND EXECUTIVE COMPENSATION
- -------------------------------------------------------------------------------

Director Compensation

Each non-employee member and the Chairman of the Board of Directors
received a fee of $400 per Board meeting or committee meeting with committee
chairmen receiving $450 per committee meeting. For the fiscal year ended
December 31, 1996, total fees paid to all directors for meetings and committee
meetings was $155,150.

Executive Compensation

Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the Chief Executive Officer of the
Company and each executive officer who's compensation exceeded $100,000 during
fiscal 1996. Except as set forth below, no other executive officer of the
Company had a salary and bonus during the year ended December 31, 1996 that
exceeded $100,000 for services rendered in all capacities to the Company.

-7-

Annual Compensation
- --------------------------------------------------------------------------------
Other Annual
Name and Principal Position Year Salary ($) Bonus Compensation($)
- --------------------------- ---- ---------- ----- ---------------

Haralambos S. Kostakopoulos 1996 210,000 -- 10,800(1)
President and CEO 1995 200,000 10,800(1)
1994 162,683 -- --

Emanuel M. Kontokosta 1996 -- -- 133,200(2)
Chairman of the Board 1995 -- -- 123,018(2)

- ----------------
(1) Consists of directors fees.
(2) In 1996, consists of $10,000 of directors fees and $123,200 of loan
committee fees. In 1995, consists of $9,200 of directors fees and $113,818
of loan committee fees.

Employment Agreements. The Bank entered into an employment agreement with
Dr. Kostakopoulous, President and Chief Executive Officer. Dr. Kostakopoulous
base salary is $125,000. The Agreement has a term of three years and is renewal
annually for an additional one year term. The agreement is terminable by the
Bank for "just cause", as defined in the agreement. If Dr. Kostakopoulous is
terminated without just cause, he will be entitled to a continuation of his
salary from the date of termination through the remaining term of the agreement.
The employment agreement contains a provision stating that in the event of the
termination of employment in connection with any change of control of the Bank,
Dr. Kostakopoulous will be paid a lump sum amount equal to 2.99 times his five
year annual taxable cash compensation. If such payments had been made under the
agreement as of December 31, 1996, such payments would have equaled
approximately $436,000.

The Board of Directors of the Bank has adopted a resolution appointing
Chairman Kontokosta as Chairman of the Bank's Loan Committee. In this capacity,
Chairman Kontokosta assists in the resolution of problem assets of the Bank.
During 1996, Director Kontokosta was compensated at the rate of $450 per day for
his work in resolving problem assets for the Bank.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------------------------------

The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. All loans
to executive officers and directors of the Bank have been made in the ordinary
course of business and on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and do not involve more than the
normal risk of collectibility nor present other unfavorable features. All loans
by the Bank to its directors and executive officers are subject to OTS
regulations restricting loans and other transactions with affiliated persons of
the Bank.

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PROPOSAL II - RATIFICATION OF INDEPENDENT AUDITOR
- -------------------------------------------------------------------------------

The Board of Directors has approved the selection of Radics & Co., LLC as
its auditor for the 1997 fiscal year, subject to ratification by the Company's
stockholders. A representative of Radics & Co., LLC is expected to be present at
the Meeting to respond to stockholders' questions and will have the opportunity
to make a statement if he or she so desires.

Ratification of the appointment of the auditor requires the approval of a
majority of the votes cast affirmatively or negatively by the stockholders of
the Company at the Meeting. The

-8-

Board of Directors recommends that stockholders vote "FOR" the ratification of
the appointment of Radics & Co., LLC as the Company's auditor for the 1997
fiscal year.

- -------------------------------------------------------------------------------
ANNUAL REPORTS AND FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as filed with the SEC, will be furnished without charge
to stockholders as of the record date upon written request to the secretary,
First Savings Bancorp of Little Falls, Inc., 7 Center Avenue, Little Falls, New
Jersey 07424.

The Company's 1996 Annual Report to Stockholders, including financial
statements, will be mailed with this Proxy Statement on or about March 31, 1997
to all stockholders of record as of the close of business on the Voting Record
Date. Any stockholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary of the Company. The Annual Report is
not to be treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.

- -------------------------------------------------------------------------------
MISCELLANEOUS
- -------------------------------------------------------------------------------

The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock.

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.

- -------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- -------------------------------------------------------------------------------

In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at 7
Center Avenue, Little Falls, New Jersey 07424, no later than December 1, 1997.

BY ORDER OF THE BOARD OF DIRECTORS

Sarina Matos
Corporate Secretary

Little Falls, New Jersey
March 31, 1997

-9-

APPENDIX A

- -------------------------------------------------------------------------------
FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
7 CENTER AVENUE
LITTLE FALLS, NEW JERSEY 07424
(201) 256-2100

The undersigned hereby appoints the Board of Directors of First Savings
Bancorp of Little Falls, Inc. (the "Company"), or its designee, with full powers
of substitution, to act as attorneys and proxies for the undersigned, to vote
all shares of common stock of the Company which the undersigned is entitled to
vote at the 1997 Annual Meeting of Stockholders (the "Meeting"), to be held at
the main office of the Company, 7 Center Avenue, Little Falls, New Jersey on
April 16, 1997, at 11:00 a.m. and at any and all adjournments thereof, in the
following manner:

FOR WITHHELD
----- --------

1. The election as director of the nominee
listed below: |_| |_|

Haralambos S. Kostakopoulos

INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.

-----------------------------------------------------------------------

2. The ratification of the appointment of FOR AGAINST ABSTAIN
Radics & Co., LLC as independent ---- ------- --------
auditors of First Savings Bancorp of
Little Falls, Inc., for the fiscal
year ending December 31, 1997. |_| |_| |_|

In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.

The Board of Directors recommends a vote "FOR" all of the above listed
propositions.

- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- -------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elects to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.

The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and a
Proxy Statement dated March 31, 1997.

Please check here if you
Dated: , 1997 |_| plan to attend the Meeting.
-----------------------------

- ------------------------------- ---------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

- ------------------------------- ---------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.

- -------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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APPENDIX B
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

FIRST SAVINGS BANCORP OF LITTLE FALLS, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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