SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


                                   (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

                For the quarterly period ended September 30, 2001
                                               ------------------

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from                        to
                               ----------------------    -----------------------


                       Commission File Number: 000-16931
                                               ----------

                             United National Bancorp
                             -----------------------
             (Exact name of registrant as specified in its charter)

New Jersey                                                            22-2894827
- --------------------------------------------------------------------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               identification No.)


1130 Route 22 East, Bridgewater, New Jersey                           08807-0010
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (908) 429-2200
                                 --------------
              (Registrant's telephone number, including area code)

N/A (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 Section 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.

                                 [X] Yes [ ] No

As of November 1, 2001, there were 14,928,541 shares of common stock, $1.25 par
value, outstanding.


                             UNITED NATIONAL BANCORP


                                    FORM 10-Q

                                      INDEX




PART I - FINANCIAL INFORMATION                                           PAGE(S)


ITEM 1    Consolidated Financial Statements and Notes to
          Consolidated Financial Statements                                1-8

ITEM 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                              9-18

ITEM 3    Quantitative and Qualitative Disclosure About Market Risk        19


PART II - OTHER INFORMATION

ITEM 6    Exhibits and Reports on Form 8-K                                 20


SIGNATURES                                                                 21





Part I - Financial Information
Item 1 - Financial Statements

                             United National Bancorp
                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share Data)
                                   (Unaudited)



                                                                       September 30,   December 31,
                                                                           2001           2000
                                                                       -------------   ------------
                                                                                 
ASSETS
Cash and Due from Banks                                                  $    39,779    $    49,414
Federal Funds Sold                                                               800          1,000
Securities Available for Sale, at Market Value                               585,087        608,388
Securities Held to Maturity                                                   34,159         46,492

Loans, Net of Unearned Income                                              1,173,332      1,287,417
  Less: Allowance for Loan Losses                                             12,325         12,419
                                                                         -----------    -----------
       Loans, Net                                                          1,161,007      1,274,998

Premises and Equipment, Net                                                   26,408         27,596
Other Real Estate, Net                                                           127            165
Intangible Assets, Primarily Core Deposit Premiums                             5,590          6,400
Cash Surrender Value of Life Insurance Policies                               56,099         53,755
Other Assets                                                                  34,568         43,973
                                                                         -----------    -----------
     Total Assets                                                        $ 1,943,624    $ 2,112,181
                                                                         ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
  Demand                                                                 $   251,073    $   248,750
  Savings                                                                    545,354        578,924
  Time                                                                       638,300        699,742
                                                                         -----------    -----------
     Total Deposits                                                        1,434,727      1,527,416

Short-Term Borrowings                                                         90,493        258,507
Other Borrowings                                                             210,834        135,711
Other Liabilities                                                             27,039         30,037
                                                                         -----------    -----------
     Total Liabilities                                                     1,763,093      1,951,671

Company-Obligated Mandatorily Redeemable Preferred Series B
Capital Securities of a Subsidiary Trust Holding Solely Junior
Subordinated Debentures of the Company                                        20,000         20,000

STOCKHOLDERS' EQUITY
Preferred Stock, authorized 1,000,000 shares in 2001 and 2000
  None issued and outstanding                                                   --             --
Common Stock, $1.25 Par Value,
  Authorized Shares 25,000,000 in 2001 and 2000
  Issued Shares 16,190,764 in 2001 and 16,154,532 in 2000,
  Outstanding Shares 15,029,541 in 2001 and 15,237,809 in 2000                20,238         20,193
Additional Paid-in Capital                                                   129,889        129,342
Retained Earnings                                                             27,405         18,210
Treasury Stock, at Cost - 1,161,223 shares in 2001 and
  916,723 shares in 2000                                                     (21,997)       (17,202)
Restricted Stock                                                                 (60)           (73)
Accumulated Other Comprehensive Income (Loss)                                  5,056         (9,960)
                                                                         -----------    -----------
     Total Stockholders' Equity                                              160,531        140,510
                                                                         -----------    -----------
     Total Liabilities and Stockholders' Equity                          $ 1,943,624    $ 2,112,181
                                                                         ===========    ===========


See Accompanying Notes to Consolidated Financial Statements.

                                       1


                             United National Bancorp
                        CONSOLIDATED STATEMENTS OF INCOME
                        (In Thousands, Except Share Data)
                                   (Unaudited)


                                                             Three Months Ended    Nine Months Ended
                                                               September 30,         September 30,
                                                             ------------------   --------------------
                                                               2001       2000       2001        2000
                                                             -------    -------   --------    --------
                                                                                  
INTEREST INCOME
Interest and Fees on Loans                                   $23,668    $28,632   $ 74,858    $ 81,013
Interest and Dividends on Securities Available for
Sale:
   Taxable                                                     8,438      9,417     26,614      29,388
   Tax-Exempt                                                  1,055      1,005      3,107       2,977
Interest and Dividends on Securities Held to
Maturity:
   Taxable                                                       166        413        685       1,210
   Tax-Exempt                                                    274        275        818         879
Dividends on Trading Account Securities                         --            7       --            25
Interest on Federal Funds Sold and
   Deposits with Federal Home Loan Bank                           15         16         67          38
                                                             -------    -------   --------    --------
   Total Interest Income                                      33,616     39,765    106,149     115,530
                                                             -------    -------   --------    --------

INTEREST EXPENSE
Interest on Savings Deposits                                   2,582      4,224      9,042      12,079
Interest on Time Deposits                                      7,111     10,076     26,199      29,184
Interest on Short-Term Borrowings                              2,023      4,172      8,323       9,401
Interest on Other Borrowings                                   3,036      3,335      7,714      10,642
                                                             -------    -------   --------    --------
   Total Interest Expense                                     14,752     21,807     51,278      61,306
                                                             -------    -------   --------    --------

Net Interest Income                                           18,864     17,958     54,871      54,224
Provision for Loan Losses                                        721      2,330      2,083       4,730
                                                             -------    -------   --------    --------
Net Interest Income After Provision for Loan Losses           18,143     15,628     52,788      49,494
                                                             -------    -------   --------    --------

NON-INTEREST INCOME
Trust Income                                                   1,487      1,875      5,256       5,145
Service Charges on Deposit Accounts                            1,099      1,020      2,948       3,081
Other Service Charges, Commissions and Fees                    1,050      1,875      4,055       5,161
Net Gains from Securities Transactions                            10      2,466        185       3,904
Income on Corporate Owned Life Insurance                         781        581      2,344       1,809
Other Income                                                   1,311        356      2,994       1,418
                                                             -------    -------   --------    --------
   Total Non-Interest Income                                   5,738      8,173     17,782      20,518
                                                             -------    -------   --------    --------

NON-INTEREST EXPENSE
Salaries, Wages and Employee Benefits                          6,181      6,042     18,711      17,650
Occupancy Expense, Net                                         1,330      1,348      4,300       4,028
Furniture and Equipment Expense                                1,068      1,098      3,150       3,420
Data Processing Expense                                        1,545      2,028      5,058       5,662
Distributions of Series B Capital Securities                     500        500      1,501       1,501
Amortization of Intangible Assets                                370        335      1,088         998
Net Cost (Income) to Operate Other Real Estate                    12         14        (39)        115
Non-Recurring Charges                                           --         --          792        --
Other Expenses                                                 3,417      3,607     10,464      11,369
                                                             -------    -------   --------    --------
   Total Non-Interest Expense                                 14,423     14,972     45,025      44,743
                                                             -------    -------   --------    --------

Income Before Provision for Income Taxes                       9,458      8,829     25,545      25,269
Provision for Income Taxes                                     2,758      2,507      7,064       6,991
                                                             -------    -------   --------    --------
NET INCOME                                                   $ 6,700    $ 6,322   $ 18,481    $ 18,278
                                                             =======    =======   ========    ========

NET INCOME PER COMMON SHARE:
   Basic                                                     $  0.44    $  0.41   $   1.22    $   1.18
                                                             =======    =======   ========    ========
   Diluted                                                   $  0.44    $  0.41   $   1.22    $   1.18
                                                             =======    =======   ========    ========

Weighted Average Shares Outstanding:
   Basic                                                      15,075     15,308     15,087      15,431
   Diluted                                                    15,241     15,399     15,214      15,551



See Accompanying Notes to Consolidated Financial Statements.

                                       2


                             United National Bancorp
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        (In Thousands, Except Share Data)
                                   (Unaudited)



                                                                                               Accumulated
                                             Additional                                           Other         Total
                                  Common     Paid-In     Retained     Treasury    Restricted  Comprehensive  Stockholders'
                                  Stock      Capital     Earnings       Stock       Stock     Income (Loss)     Equity
                                 ---------   ---------- ----------    --------    ----------  -------------  ------------
                                                                                        
Balance-December 31, 2000        $  20,193   $ 129,342   $  18,210    $ (17,202)   $     (73)   $  (9,960)   $ 140,510

Net Income                            --          --        18,481         --           --           --         18,481

Cash Dividends Declared
   ($0.20 Per Share)                  --          --        (9,024)        --           --           --         (9,024)

Exercise of Stock Options
   (36,232 Shares)                      45         547        (262)        --           --           --            330

Change in Unrealized Loss on
  Securities Available for
  Sale, Net of Tax                    --          --          --           --           --         15,016       15,016

Purchase of Treasury Stock
   (244,500 shares)                   --          --          --         (4,795)        --           --         (4,795)

Restricted Stock Activity, Net        --          --          --           --             13         --             13
                                 ---------   ---------   ---------    ---------    ---------    ---------    ---------
Balance-September 30, 2001       $  20,238   $ 129,889   $  27,405      (21,997)   $     (60)   $   5,056    $ 160,531
                                 =========   =========   =========    =========    =========    =========    =========



See Accompanying Notes to Consolidated Financial Statements.

                                       3


                                               United National Bancorp
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (In Thousands)
                                                     (Unaudited)



                                                                                   Nine Months Ended
                                                                                     September 30,
                                                                                 ----------------------
                                                                                   2001         2000
                                                                                ---------    ---------
                                                                                       
OPERATING ACTIVITIES
Net Income                                                                       $  18,481    $  18,278
Adjustments to Reconcile Net Income to Net Cash Provided
 By Operating Activities:
  Depreciation and Amortization                                                      3,591        3,344
  Accretion of Securities Premiums, Net                                               (212)        (535)
  Provision for Loan Losses                                                          2,083        4,730
  Provision (Benefit) for Deferred Income Taxes                                        680         (572)
  Loss on Disposition of Premises and Equipment                                          3           65
  Net Gains from Securities Transactions                                              (185)      (3,904)
  Net Gain on the Sale of Loans Held for Sale                                         (968)        (263)
  Net Gain on the Sale of Secured Credit Card Business                                (542)        --
  Trading Account Securities Activity, Net                                            --            743
  Increase in Life Insurance                                                        (2,344)      (1,809)
  Decrease (Increase) in Other Assets                                                1,042       (6,329)
  Decrease in Other Liabilities                                                     (3,678)      (3,103)
  Restricted Stock Activity, Net                                                        13           24
                                                                                 ---------    ---------
  Net Cash Provided by Operating Activities                                         17,964       10,669
                                                                                 ---------    ---------

INVESTING ACTIVITIES Securities Available for Sale:
  Proceeds from Sales of Securities                                                 22,537      116,403
  Proceeds from Maturities of Securities                                            49,408       21,907
  Purchases of Securities                                                          (25,231)     (90,534)
Securities Held to Maturity:
  Proceeds from Sale of Securities                                                  15,052         --
  Proceeds from Maturities of Securities                                            14,832        8,818
  Purchases of Securities                                                          (17,466)     (17,745)
Purchase of Corporate-Owned Life Insurance                                            --        (15,000)
Net Decrease (Increase) in Loans                                                     8,245      (66,497)
Increase in Loans Held for Sale                                                       --        (28,504)
Proceeds from Sale of Loans                                                         82,204       52,574
Proceeds from the Sale of Secured Credit Card Business, net                          1,798         --
Expenditures for Premises and Equipment                                             (1,382)      (1,587)
Proceeds from Sale of Premises and Equipment                                          --            223
Disposition of Premises and Equipment                                                   64         --
Decrease (Increase) in Other Real Estate, Net                                           38         (351)
                                                                                 ---------    ---------
  Net Cash Provided by (Used in) Investing Activities                              150,099      (20,293)
                                                                                 ---------    ---------

FINANCING ACTIVITIES
Net (Decrease) Increase in Demand and Savings Deposits                             (10,076)      27,605
Net (Decrease) Increase in Time Deposits                                           (61,442)       7,508
Net (Decrease) Increase in Short-Term Borrowings                                  (168,014)      91,285
Advances on Other Borrowed Funds                                                   137,300       55,170
Repayments in Other Borrowed Funds                                                 (62,177)    (155,818)
Cash Dividends on Common Stock                                                      (9,024)      (9,220)
Proceeds from Exercise of Stock Options                                                330          194
Treasury Stock Acquired, at Cost                                                    (4,795)      (6,551)
                                                                                 ---------    ---------
  Net Cash (Used in) Provided by Financing Activities                             (177,898)      10,173
                                                                                 ---------    ---------
Net (Decrease) Increase in Cash and Cash Equivalents                                (9,835)         549
Cash and Cash Equivalents at Beginning of Period                                    50,414       53,490
                                                                                 ---------    ---------
Cash and Cash Equivalents at End of Period                                       $  40,579    $  54,039
                                                                                 =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash Paid During the Period:
  Interest                                                                       $  54,783    $  62,899
  Income Taxes                                                                       3,788       11,392


See Accompanying Notes to Consolidated Financial Statements.

                                       4
<Page>

                             United National Bancorp
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)      Basis of Presentation

The accompanying  unaudited  Consolidated  Financial  Statements included herein
have been prepared by United  National  Bancorp (the  "Company"),  in accordance
with  generally  accepted  accounting  principles  and pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included  in  financial  statements  have  been
condensed or omitted pursuant to such rules and regulations.  These Consolidated
Financial Statements should be read in conjunction with the financial statements
and the notes  thereto  included in the  Company's  latest annual report on Form
10-K.

In the  opinion  of the  Company,  all  adjustments  (consisting  only of normal
recurring  accruals),  which  are  necessary  for a  fair  presentation  of  the
operating  results for the interim periods,  have been included.  The results of
operations  for periods of less than a year are not  necessarily  indicative  of
results for the full year.

Certain   reclassifications  have  been  made  to  the  prior  years'  financial
statements to conform with the classifications used in 2001.


(2)      Comprehensive Income

Total  comprehensive  income amounted to the following for the periods indicated
(amounts in thousands):

                                         Three Months Ended   Nine Months Ended
                                            September 30,      September 30,
                                         ------------------   -----------------
                                           2001       2000      2001      2000
                                         -------    -------   -------   -------
Net Income                               $ 6,700    $ 6,322   $18,481   $18,278
Change In Market Value on Securities
   Available for Sale, Net of Taxes       11,005      8,434    15,016     4,413
- --------------------------------------   -------    -------   -------   -------
Comprehensive Income                     $17,705    $14,756   $33,497   $22,691
======================================   =======    =======   =======   =======

(3)      Net Income Per Common Share

Basic net income per common  share is  computed  by  dividing  net income by the
weighted average number of shares outstanding during each period.

Diluted net income per common  share is  computed by dividing  net income by the
weighted  average  number of shares  outstanding,  as  adjusted  for the assumed
exercise of potential  common stock  options,  using the treasury  stock method.
Potential shares of common stock resulting from stock option agreements  totaled
127,000 and 120,000 for the nine months ended  September  30, 2001 and September
30, 2000,  respectively.  Potential  shares of common stock resulting from stock
option  agreements  totaled  166,000  and  91,000  for the  three  months  ended
September 30, 2001 and September 30, 2000, respectively.

(4)      Recent Accounting Pronouncements

On July 20,  2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement No. 141,  Business  Combinations,  and Statement No. 142, Goodwill and
Other  Intangible  Assets.  Statement 141 requires  that the purchase  method of
accounting be used for all business  combinations  initiated after June 30, 2001
as well as all purchase  method business  combinations  completed after June 30,
2001.  Statement 141 also specifies  criteria  intangible  assets  acquired in a
purchase  method  business  combination  must meet to be recognized

                                       5


and reported apart from  goodwill.  Statement 142 will require that goodwill and
intangible  assets with  indefinite  useful  lives no longer be  amortized,  but
instead  tested  for  impairment  at  least  annually  in  accordance  with  the
provisions of Statement  142.  Statement  142 will also require that  intangible
assets with definite useful lives be amortized over their  respective  estimated
useful lives to their estimated  residual values, and reviewed for impairment in
accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of.

Statement 142 requires that goodwill and any intangible asset determined to have
an indefinite useful life that are acquired in a purchase  business  combination
completed  after June 30, 2001 will not be  amortized,  but will  continue to be
evaluated for impairment in accordance  with the appropriate  pre-Statement  142
accounting  literature.  Goodwill  and  intangible  assets  acquired in business
combinations  completed before July 1, 2001 will continue to be amortized in the
same manner as they were prior to the adoption of Statement 142.

The  initial   adoption  of  Statement  141  had  no  impact  on  the  Company's
consolidated  financial  statements.  The Company is required to adopt Statement
142 effective  January 1, 2002. The Company  currently has no recorded  goodwill
and  does not  anticipate  that  Statement  142 will  significantly  impact  the
Company's  accounting for currently recorded  intangible assets,  primarily core
deposit intangibles.

                                       6




(5)      Segment Reporting

The Company, for management  purposes,  is segmented into the following lines of
business:  Retail  Banking,  Commercial  Banking,  Investments,  and  Trust  and
Investment  Services.  Activities  not included in these lines are  reflected in
Corporate. Summary financial information on a fully taxable equivalent basis for
the lines of business is presented below.



Results of Operations for
The Three Months Ended September 30, 2001             Retail     Commercial   Investments      Trust       Corporate    Consolidated
                                                    ----------   ----------   -----------    ----------    ----------   ----------
                                                                                                      
Interest Income                                     $   12,001   $   11,683    $   10,664    $     --      $     --     $   34,348
Interest Expense                                         9,487         --           5,265          --            --         14,752
Funds Transfer Pricing Allocation                        8,187       (6,157)       (3,761)         --           1,731         --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income                                  10,701        5,526         1,638          --           1,731       19,596
Provision for Loan Losses                                1,057         (336)         --            --            --            721
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income
       After Provision for Loan Losses                   9,644        5,862         1,638          --           1,731       18,875
Non-Interest Income                                      2,782          219           946         1,699            92        5,738
Non-Interest Expense                                    10,703        1,753           576         1,391          --         14,423
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Income Before Taxes                          $    1,723   $    4,328    $    2,008    $      308    $    1,823   $   10,190
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
Average Balances:
Gross Funds Provided                                $1,381,348   $     --      $  436,288    $     --      $  192,396   $2,010,032
Funds Used: Interest-Earning Assets                    638,976      583,664       624,390          --            --      1,847,030
   Non-Interest-Earning Assets                          11,890        3,953        55,703          --          91,456      163,002
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
Net Funds Provided (Used)                           $  730,482   $ (587,617)   $ (243,805)   $     --      $  100,940   $     --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------





Results of Operations for
The Three Months Ended September 30, 2000             Retail     Commercial   Investments      Trust       Corporate    Consolidated
                                                    ----------   ----------   -----------    ----------    ----------   ----------
                                                                                                      
Interest Income                                     $   15,325   $   13,349    $   11,818    $     --      $     --     $   40,492
Interest Expense                                        14,036         --           7,771          --            --         21,807
Funds Transfer Pricing Allocation                       12,266       (9,473)       (3,810)         --           1,017         --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income                                  13,555        3,876           237          --           1,017       18,685
Provision for Loan Losses                                1,144        1,186          --            --            --          2,330
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income
       After Provision for Loan Losses                  12,411        2,690           237          --           1,017       16,355
Non-Interest Income                                      2,777           96         3,047         2,085           168        8,173
Non-Interest Expense                                    11,452        1,747           584         1,188             1       14,972
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Income Before Taxes                          $    3,736   $    1,039    $    2,700    $      897    $    1,184   $    9,556
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------

Average Balances:
Gross Funds Provided                                $1,502,096   $     --      $  415,797    $     --      $  225,778   $2,143,671
Funds Used: Interest-Earning Assets                    751,437      575,082       684,788          --            --      2,011,307
   Non-Interest-Earning Assets                          13,445        2,904        51,770          --          64,245      132,364
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
Net Funds Provided (Used)                           $  737,214   $ (577,986)   $ (320,761)   $     --      $  161,533   $     --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------


                                       7



Results of Operations for
The Nine Months Ended September 30, 2001              Retail     Commercial   Investments      Trust       Corporate    Consolidated
                                                    ----------   ----------   -----------    ----------    ----------   ----------
                                                                                                      
Interest Income                                     $   39,108   $   35,827    $   33,405    $     --      $     --     $  108,340
Interest Expense                                        34,275         --          17,003          --            --         51,278
Funds Transfer Pricing Allocation                       28,986      (21,516)      (10,802)         --           3,332         --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income                                  33,819       14,311         5,600          --           3,332       57,062
Provision for Loan Losses                                1,502          581          --            --            --          2,083
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income
       After Provision for Loan Losses                  32,317       13,730         5,600          --           3,332       54,979
Non-Interest Income                                      8,182          532         3,049         5,854           165       17,782
Non-Interest Expense                                    33,290        5,272         1,733         3,938           792       45,025
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Income Before Taxes                          $    7,209   $    8,990    $    6,916    $    1,916    $    2,705   $   27,736
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------

Average Balances:
Gross Funds Provided                                $1,435,649   $     --      $  426,790    $     --      $  187,695   $2,050,134
Funds Used: Interest-Earning Assets                    675,774      570,211       647,751          --            --      1,893,736
   Non-Interest-Earning Assets                          11,953        2,885        54,920          --          86,640      156,398
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
Net Funds Provided (Used)                           $  747,922   $ (573,096)   $ (275,881)   $     --      $  101,055   $     --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------




Results of Operations for
The Nine Months Ended September 30, 2000              Retail     Commercial   Investments      Trust       Corporate    Consolidated
                                                    ----------   ----------   -----------    ----------    ----------   ----------
                                                                                                      
Interest Income                                     $   44,237   $   36,890    $   36,563    $     --      $     --     $  117,690
Interest Expense                                        41,388         --          19,918          --            --         61,306
Funds Transfer Pricing Allocation                       36,170      (25,332)      (14,548)           (3)        3,713         --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income                                  39,019       11,558         2,097            (3)        3,713       56,384
Provision for Loan Losses                                1,836        2,894          --            --            --          4,730
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Interest Income
       After Provision for Loan Losses                  37,183        8,664         2,097            (3)        3,713       51,654
Non-Interest Income                                      8,045          480         5,884         5,718           391       20,518
Non-Interest Expense                                    34,360        4,704         1,736         3,655           288       44,743
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
   Net Income Before Taxes                          $   10,868   $    4,440    $    6,245    $    2,060    $    3,816   $   27,429
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------

Average Balances:
Gross Funds Provided                                $1,534,857   $   10,418    $  388,479    $      117    $  214,327   $2,148,198
Funds Used: Interest-Earning Assets                    737,279      602,647       673,771          --            --      2,013,697
   Non-Interest-Earning Assets                          14,248       10,671        56,089          --          53,494      134,501
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------
Net Funds Provided (Used)                           $  783,330   $ (602,900)   $ (341,381)   $      117    $  160,833   $     --
- -------------------------------------------------   ----------   ----------    ----------    ----------    ----------   ----------

                                       8


Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following  discussion of the  operating  results and financial  condition at
September  30,  2001  is  intended  to help  readers  analyze  the  accompanying
financial statements, notes and other supplemental information contained in this
document.  Results of  operations  for the three- and  nine-month  period  ended
September 30, 2001 are not necessarily  indicative of results to be attained for
any other period.

Forward-Looking Statements

This  report  contains  forward-looking  statements  within  the  meaning of The
Private  Securities  Litigation  Reform  Act of 1995.  Such  statements  are not
historical facts and include expressions about our confidence and strategies and
our expectations  about new and existing  programs and products,  relationships,
opportunities,  technology  and  market  conditions.  These  statements  may  be
identified  by an  "asterisk"  ("*")  or  such  forward-looking  terminology  as
"expect",  "believe",  "anticipate",  or by  expressions  of confidence  such as
"continuing" or "strong" or similar statements or variations of such terms. Such
forward-looking  statements  involve  certain  risks  and  uncertainties.  These
include, but are not limited to, expected cost savings not being realized or not
being  realized  within the expected time frame;  income or revenues being lower
than expected or operating costs higher; competitive pressures in the banking or
financial services  industries  increasing  significantly;  business  disruption
related  to  program  implementation  or  methodologies;  weakening  of  general
economic  conditions  nationally or in New Jersey,  especially as they have been
affected  by the  events  of  September  11th and the  developments  thereafter;
changes  in legal or  regulatory  barriers  and  structures;  and  unanticipated
occurrences  delaying  planned programs or initiatives or increasing their costs
or decreasing  their  benefits.  Actual results may differ  materially from such
forward-looking  statements.  The Company assumes no obligation for updating any
such forward-looking statements at any time.

                              RESULTS OF OPERATIONS

Three Months Ended September 30, 2001 and September 30, 2000:

OVERVIEW

The  Company  realized  net income of $6.7  million for the three  months  ended
September 30, 2001, as compared to $6.3 million  reported for the same period in
2000.  Net  income  per  diluted  share was $0.44  for the  three  months  ended
September  30,  2001  compared  to $0.41 per  diluted  share for the prior  year
period.

During the third quarter of 2001,  net interest  income  increased $0.9 million,
the provision for loan losses  decreased $1.6 million and  non-interest  expense
decreased  $0.5  million  compared to the prior year  quarter.  These  favorable
factors  were  partially  offset by a decrease  in  non-interest  income of $2.4
million compared to the prior year quarter.  The decrease in non-interest income
was primarily  attributed to lower  investment  securities gains of $2.4 million
and trust  income of $0.4  million  offset by a gain on the sale of  residential
mortgage  loans.  During the third  quarter of 2001,  the Company  recognized  a
$768,000  pre-tax gain from the sale of $55.2  million of  residential  mortgage
loans.  The Company as part of its  Asset/Liability  Management  strategy enters
into mortgage  loan sales  periodically.  During the third quarter of 2000,  the
Company  recognized a pre-tax loss of $36,000 from the sale of $12.6  million of
residential mortgage loans.

EARNINGS ANALYSIS

Interest Income

Interest  income for the quarter  ended  September  30,  2001 was $33.6  million
compared to $39.8 million for the same period of 2000.  This 15.5%  decrease was
attributable to a lower level of average  interest-earning assets coupled with a
decline in the yield earned on such interest  earning assets as market  interest
rates have declined  throughout  2001. For the three months ended  September 30,
2001, average interest earning assets

                                       9


were down $163.5 million or 8.1%, compared with the same period in 2000. Average
securities  declined  $62.0 million and average loans  declined  $102.6  million
while average Fed Funds increased $1.1 million.  Average interest earning assets
were down  primarily as a result of the rise in  prepayment  levels on loans and
mortgage-backed  securities associated with the lower interest rate environment.
Also  contributing  to the decline in loans was the sale of the  secured  credit
card business and periodic  residential mortgage loan sales during 2000 and 2001
conducted  as part of the  Company's  Asset/Liability  Management  strategy.  In
addition,  sales of securities contributed to the decline in average securities.
For the three months ended  September  30,  2001,  the average  yield on earning
assets  declined  61 basis  points to 7.42% from 8.03% for the same  period last
year, reflecting the current lower interest rate environment.

Interest Expense

Interest  expense for the quarter ended September 30, 2001 was $14.7 million,  a
decrease of $7.1 million or 32.4% from $21.8 million reported in the same period
last year. The average cost of interest bearing liabilities  decreased 124 basis
points to 3.77% for the  current  quarter of 2001 from 5.01% for the same period
last year,  primarily  as a result of a decrease in rates paid on  deposits  and
short-term borrowed funds. Total average interest bearing liabilities  decreased
by $172.1 million for the current quarter of 2001 compared to the same period in
2000, while non-interest bearing deposits increased by $7.5 million.

Net Interest Income

The net effect of the changes in interest  income and  interest  expense for the
three months ended  September  30, 2001 compared to the prior year period was an
increase of $0.9  million in net  interest  income.  For the three  months ended
September 30, 2001, the net interest margin and net interest spread,  on a fully
taxable  equivalent  basis,  increased  52 basis  points  and 64  basis  points,
respectively,  from the same period last year.  The increase in the net interest
margin and spread were the result of  interest  bearing  liabilities  re-pricing
faster than interest earning assets.  This was partially offset by the Company's
stock  repurchase  program  and  investment  in  cash  surrender  value  of life
insurance  policies,  both of which  reduce the net  interest  margin,  as these
investments  reduce  investable  interest-earning  funds.  The  increase in cash
surrender value of life insurance policies has positively impacted  non-interest
income,  generating  $0.8  million of income in the  current  quarter of 2001 as
compared to $0.6 million in 2000.

Provision for Loan Losses

For the three months ended September 30, 2001, the provision for loan losses was
$0.7  million  compared  to $2.3  million  for the same  period  last year.  The
decrease in the provision  reflects the decrease in loan portfolio  outstandings
coupled  with a  decline  in  non-performing  loans and  Management's  view that
overall credit  quality has improved.  The amount of the loan loss provision and
the level of the  allowance  for loan  losses are based upon a number of factors
including  Management's  evaluation of potential losses in the portfolio,  after
consideration  of appraised  collateral  values,  financial  condition  and past
credit history of the borrowers as well as prevailing and  anticipated  economic
conditions.

Non-Interest Income

Non-interest  income for the three  months  ended  September  30,  2001 was $5.7
million,  a decline of $2.5 million or 29.8% compared to the $8.2 million in the
same  period  of 2000,  which  was  primarily  attributed  to  lower  investment
securities  gains.  Other service  charges,  commissions and fees were down $0.8
million due to lower credit card fees.  During the second  quarter of 2001,  the
Company sold $22.0  million of credit card  receivables.  Trust income  declined
$388,000  from the prior year period  reflecting  lower managed  assets  values.
Offsetting these declines were increases of $955,000 in other income, $79,000 in
service  charges on deposit  accounts and $200,000 in income on  corporate-owned
life insurance. Other income increased primarily from the $768,000 gain recorded
on the sale of $55.0 million in residential mortgage loans.

                                       10


Non-Interest Expense

For the three months ended September 30, 2001,  non-interest  expense  decreased
3.7% or $0.6  million to $14.4  million  compared to $15.0  million for the same
period last year.  This  resulted  from a $483,000  decrease in data  processing
expense  coupled with a decline of $190,000 in other  expenses.  The  previously
mentioned credit card sale contributed to these reductions in expenses  compared
to the prior year.  Salaries,  wages and employee benefits  increased  $139,000.
Furniture and equipment and occupancy  expenses decreased $48,000 from the prior
year period.  Amortization of intangible assets increased $35,000 from the prior
year as a result of an increase in mortgage  servicing  rights  associated  with
those residential mortgage loans sold with servicing retained.

Income Taxes

The  provision  for income  taxes  increased by $251,000 to $2.8 million for the
three months ended  September  30, 2001 as compared to $2.5 million for the same
period in 2000 due primarily to the increase in pre-tax income.

Segment Reporting

The Company, for management  purposes,  is segmented into the following lines of
business:  Retail  Banking,  Commercial  Banking,  Investments,  and  Trust  and
Investment  Services.  Activities  not included in these lines are  reflected in
Corporate.  Retail Banking includes the branches and ATMs, consumer and mortgage
lending, and credit card operations.  Commercial Banking includes commercial and
construction lending,  commercial credit and the operations of United Commercial
Capital Group, Inc. Summary financial  information on a fully taxable equivalent
basis for the lines of business is presented in Note 5.

The following table shows the percentage  contribution of the reportable segment
to consolidated net income before taxes on a fully taxable equivalent basis:



                                         Retail   Commercial   Investments   Trust   Corporate   Consolidated
                                                                                  
Three Months Ended Sept. 30, 2001        16.9%       42.5%        19.7%       3.0%     17.9%        100.0%
Three Months Ended Sept. 30, 2000        39.1%       10.8%        28.3%       9.4%     12.4%        100.0%



Income  before taxes for the Retail  Banking  segment fell $2.0 million from the
third  quarter of 2000 due to a $2.9  million  decline in net  interest  income,
partially  offset by a $0.8  million  reduction  in  non-interest  expense.  The
reduction in net  interest  income was  primarily  related to an 8.0% decline in
average  deposits and narrowed  spreads on such  deposits  after funds  credits.
Commercial  Banking  pretax income  increased $3.3 million due to a $1.7 million
increase in net  interest  income and a $1.5  million  decrease in the loan loss
provision  allocation.  The growth in net  interest  income was  largely  due to
widening loan spreads after funds charges. The decrease in the allocation of the
loan  loss  provision  was  due to an  increase  in the  credit  quality  of the
Commercial  portfolio.  Pretax income for the Investments segment decreased $0.7
million  due to a decline in  non-interest  income  related to lower  investment
securities  gains offset by higher net  interest  income  resulting  from higher
spreads after funds charges on the securities  portfolio and on borrowed  funds.
Income before taxes for the Trust segment  decreased $0.6 million due to a 18.5%
decline in revenue  caused by a decline in market values and a 17.1% increase in
expenses.  Income before taxes for the Corporate  segment increased $0.6 million
from the  third  quarter  of 2000 due to a $0.7  million  increase  in  mismatch
profits for the current quarter resulting from declining interest rates.

                                       11




Nine Months Ended September 30, 2001 and September 30, 2000:

OVERVIEW

The Company  realized  net income of $18.5  million  for the nine  months  ended
September 30, 2001, as compared to $18.3 million reported for the same period in
2000. Net income per diluted share was $1.22 for the nine months ended September
30, 2001 compared to $1.18 per diluted share for the prior year period.  For the
nine  months  ended   September  30,  2001,  net  income  before  the  after-tax
non-recurring  charge of $468,000  recognized in the second  quarter of 2001 was
$18.9  million or $1.25 per  diluted  share,  compared  with net income of $18.3
million or $1.18 per diluted share in 2000.

EARNINGS ANALYSIS

Interest Income

Interest  income for the nine months ended September 30, 2001 was $106.1 million
compared to $115.5  million for the same period of 2000.  This 8.1% decrease was
attributable to a lower level of average  interest-earning assets coupled with a
decline in the yield  earned on  interest  earning  assets as market  rates have
declined  throughout 2001. For the nine months ended September 30, 2001, average
interest earning assets were down $98.8 million or 5.0%,  compared with the same
period in 2000. For the nine months ended  September 30, 2001, the average yield
on earning  assets  decreased  25 basis  points to 7.63% from 7.88% for the same
period last year, reflecting the current lower rate environment.

Interest Expense

Interest expense for the nine months ended September 30, 2001 was $51.3 million,
a decrease  of $10.0  million or 16.4% from $61.3  million  reported in the same
period last year. The average cost of interest bearing liabilities  decreased 52
basis  points to 4.28% for the nine months ended  September  30, 2001 from 4.80%
for the same period last year,  primarily as a result of decreases in rates paid
on deposits and  short-term  borrowed  funds.  Total  average  interest  bearing
liabilities  decreased by $107.7 million for the nine months ended September 30,
2001 compared to the same period in 2000,  while  non-interest  bearing deposits
increased by $5.8 million.

Net Interest Income

The net effect of the changes in interest  income and  interest  expense for the
nine months ended  September  30, 2001  compared to the prior year period was an
increase of $0.6  million in net  interest  income.  For the nine  months  ended
September 30, 2001, the net interest margin and net interest spread,  on a fully
taxable  equivalent  basis,  increased  25 basis  points  and 27  basis  points,
respectively,  from the same period last year.  The increase in the net interest
margin  and  spread  were the  result of a more  rapid  decline on rates paid on
interest bearing liabilities than on interest earning assets. Additionally,  the
Company's  stock  repurchase  program and investment in cash surrender  value of
life  insurance  policies  have had an impact on net interest  margin,  as these
investments  reduce  investable  interest-earning  funds.  The  increase in cash
surrender value of life insurance policies has positively impacted  non-interest
income,  generating  $2.3 million of income for the nine months ended  September
30, 2001 as compared to $1.8 million in 2000.

Provision for Loan Losses

For the nine months ended  September 30, 2001, the provision for loan losses was
$2.1  million  compared  to $4.7  million  for the same  period  last year.  The
decrease in the provision  reflects the decrease in loan portfolio  outstandings
coupled  with a  decline  in  non-performing  loans and  Management's  view that
overall credit  quality has improved.  The amount of the loan loss provision and
the level of the  allowance  for loan  losses are based upon a number of factors
including  Management's  evaluation of potential losses in the portfolio,  after

                                       12



consideration  of appraised  collateral  values,  financial  condition  and past
credit history of the borrowers as well as prevailing and  anticipated  economic
conditions.

Non-Interest Income

For the  nine  months  ended  September  30,  2001,  total  non-interest  income
decreased  $2.7 million or 13.3%,  to $17.8  million  compared to $20.5  million
recorded in the same period of 2000.  Contributing  to the overall  decline were
decreases of $3.7 million in net security gains,  $133,000 in service charges on
deposit  accounts,  and $1.1 million in other service  charges,  commissions and
fees.  These  declines  were  partly  offset by  increases  of $111,000 in trust
income,  $535,000 in income on corporate  owned life insurance and $1,576,000 in
other income. Other income for the first nine months of 2001 included a $542,000
gain on the sale of credit card  receivables  and a $968,000 gain on the sale of
$81.2 million in residential  mortgage loans. For the first nine months of 2000,
other income included a $251,000 gain on the sale of residential mortgage loans.

Non-Interest Expense

For the nine months ended  September 30, 2001,  non-interest  expense  increased
0.6% or $282,000  from the same period last year.  During the second  quarter of
2001,  the  Company  recognized  a pre-tax  non-recurring  charge  of  $792,000,
resulting from the change in the Bank's  charter and its name change.  Excluding
the non-recurring  charge,  non-interest expense decreased 1.1% or $510,000 from
the prior year period.  For the nine months ended September 30, 2001,  salaries,
wages and employee benefits increased $1.1 million or 6.0% and occupancy expense
increased  $272,000.  These  increases  were  partially  offset by  declines  of
$604,000 in data processing expense,  $154,000 in net cost to operate other real
estate and $905,000 in other  expenses.  The  reduction in data  processing  and
other expenses were mainly due to reduced credit card expenses.

Income Taxes

The provision for income taxes increased by $73,000 to $7.1 million for the nine
months ended  September 30, 2001 as compared to $7.0 million for the same period
in 2000 due primarily to the increase in pre-tax income.

Segment Reporting

The Company, for management  purposes,  is segmented into the following lines of
business:  Retail  Banking,  Commercial  Banking,  Investments,  and  Trust  and
Investment  Services.  Activities  not included in these lines are  reflected in
Corporate.  Retail Banking includes the branches and ATMs, consumer and mortgage
lending, and credit card operations.  Commercial Banking includes commercial and
construction lending,  commercial credit and the operations of United Commercial
Capital Group, Inc. Summary financial  information on a fully taxable equivalent
basis for the lines of business is presented in Note 5.

The following table shows the percentage  contribution of the reportable segment
to consolidated net income before taxes on a fully taxable equivalent basis:



                                         Retail   Commercial   Investments   Trust   Corporate   Consolidated
                                                                                 
Nine Months Ended Sept. 30, 2001         26.0%       32.4%        24.9%       6.9%      9.8%       100.0%
Nine Months Ended Sept. 30, 2000         39.6%       16.2%        22.8%       7.5%     13.9%       100.0%


Income before taxes for the Retail  Banking  segment  declined $3.7 million from
the first nine  months of 2000 due to a $5.2  million  decline  in net  interest
income,  partially offset by a $0.3 million reduction in the loan loss provision
allocation and a $1.1 million decrease in non-interest expense. The reduction in
net interest income was primarily  related to a 6.5% decline in average deposits
and narrowed  spreads on such deposits after funds credits.  Commercial  Banking
pretax  income grew $4.6 million due to a $2.7 million  increase in net interest
income  resulting  from wider loan spreads after funds  charges.  A $2.3 million
reduction  in the loan loss  provision  allocation  to  Commercial  Banking  was
partially  offset by a $0.5  million  increase  in this  segment's  non-interest
expense. Pretax income for the Investments segment increased $0.7 million due to
a

                                       13


$3.5 million rise in net interest  income  resulting from higher spreads after
funds charges on the securities portfolio and on borrowed funds. This was offset
by a $2.8 million  decline in  non-interest  income related to lower  investment
securities  gains.  Income  before taxes for the Trust  segment  increased  $0.1
million due to a 2.4% growth in revenue,  offset by a 7.7% increase in expenses.
Income before taxes for the  Corporate  segment fell $1.1 million from the first
nine months of 2000 due to a $0.4  million  decline in mismatch  profits and the
recognition  of $0.8  million  of  expenses  related to the change in the Bank's
charter and its name change.


FINANCIAL CONDITION

September 30, 2001 as compared to December 31, 2000:

Total assets  decreased  $168.5  million,  or 8.0% from  December 31, 2000.  The
decreases were $114.0 million in loans,  net of allowance,  $9.8 million in cash
and cash  equivalents,  $35.6 million in securities,  and $11.4 million in other
assets,  including  premises  and  equipment,  intangible  assets and other real
estate.  Cash  surrender  value of life  insurance  policies  increased  by $2.3
million.

Total loans at September  30, 2001,  net of unearned  income,  decreased  $114.1
million, or 8.9% to $1.2 billion from year-end 2000. Real estate loans decreased
by $76.7  million or 10.7%  compared  with  year-end  2000  primarily due to the
residential  mortgage loan sales.  Lease  financing  declined by $2.5 million or
10.1% compared with December 31, 2000. Installment loans increased $10.9 million
or 4.7% from  December 31, 2000.  Credit card loans  declined  $28.2  million or
64.5%  from  December  31,  2000,  due to the sale of the  secured  credit  card
business.  Commercial  loans  decreased  $17.5 million or 6.4% from December 31,
2000.

The following schedule presents the components of loans outstanding by type, for
each period presented.

(In Thousands)                            September 30, 2001   December 31, 2000
Real Estate:
     Commercial and Residential              $  580,149           $  665,491
     Construction                                57,465               48,818
Commercial Loans                                254,254              271,761
Lease Financing                                  22,473               25,009
Installment Loans                               243,429              232,539
Retail Credit Card Plan                          15,562               43,799
                                             ----------           ----------
Total Loans Outstanding,
    Net of Unearned Income                    1,173,332            1,287,417
Less: Allowance for Loan Losses                  12,325               12,419
                                             ----------           ----------
Loans, Net                                   $1,161,007           $1,274,998
                                             ==========           ==========

                                       14




Within the  securities  portfolio,  the  majority of the decrease was due to the
maturities  and calls of debt  securities.  The amortized  cost and  approximate
market value of securities are summarized as follows:

                                      September 30, 2001    December 31, 2000
                                      ------------------    -------------------
                                      Amortized    Market   Amortized  Market
Securities Available for Sale           Costs      Value      Costs     Value
- -----------------------------         ---------  --------   --------   --------
(in thousands)

U.S. Treasury Securities              $  1,992   $  2,080   $   --     $   --

Obligations of U.S. Government
     Agencies and Corporations          75,640     76,122     95,535     92,544

Obligations of States and
     Political Subdivisions             90,493     92,906     84,739     85,162

Mortgage-Backed Securities             339,549    347,916    371,357    365,499

Corporate Debt Securities               47,868     44,333     47,888     41,211

Equity Securities                       21,765     21,730     24,192     23,972

                                      --------   --------   --------   --------
Total Securities Available for Sale    577,307    585,087    623,711    608,388
                                      --------   --------   --------   --------

Securities Held to Maturity
U.S. Treasury Securities                   996      1,040      3,000      2,996

Obligations of U.S. Government
     Agencies and Corporations            --         --       19,927     19,898

Obligations of States and
     Political Subdivisions             24,036     24,370     21,464     21,524

Mortgage-Backed Securities               8,902      8,967      1,901      1,885

Other Securities                           225        225        200        200
                                      --------   --------   --------   --------
Total Securities Held to Maturity       34,159     34,602     46,492     46,503
                                      --------   --------   --------   --------
Total Securities                      $611,466   $619,688   $670,203   $654,891
                                      ========   ========   ========   ========

Total deposits decreased $92.7 million or 6.1%. Savings deposits decreased $33.6
million, or 5.8%; demand deposits increased $2.3 million, or 0.9%. Time deposits
decreased $61.4 million,  or 8.8%. The decrease in time deposits was a result of
the Bank's ability to reduce wholesale Certificates of Deposits and replace them
with lower cost other  borrowings.  Short-term  borrowings  decreased  by $168.0
million, or 65.0% and other borrowings  increased by $75.1 million, or 55.4%. In
an effort to help minimize interest rate risk, the Company continues to look for
opportunities  to extend the  maturities  of both its deposits  and  borrowings.
Management  continues to monitor the shift of deposits  and level of  borrowings
through its Asset/Liability Management Committee.

                                       15



Asset Quality

The  following  table  provides  an  analysis  of  non-performing  assets  as of
September 30, 2001 and December 31, 2000, 1999, 1998, and 1997:



                                     September 30,   December 31,   December 31,  December 31,   December 31,
(Dollars in Thousands)                   2001            2000           1999          1998           1997
                                     -------------   ------------   -----------   ------------   ------------
                                                                                    
Total Assets                            $1,943,624     $2,112,181    $2,090,383     $1,916,809     $1,789,426

Total Loans (Net of Unearned Income)    $1,173,332     $1,287,417    $1,261,343     $1,057,081       $931,266

Allowance for Loan Losses                  $12,325        $12,419       $10,386        $11,174        $11,739
   % of Total Loans                           1.05%          0.96%         0.82%          1.06%          1.26%

Total Non-Performing Loans (1)              $5,079         $6,751        $8,142         $8,615         $9,973
   % of Total Assets                          0.26%          0.32%         0.39%          0.45%          0.56%
   % of Total Loans                           0.43%          0.52%         0.65%          0.81%          1.07%

Allowance for Loan Losses
  to Non-Performing Loans                   242.67%        183.96%       127.56%        129.70%        117.71%

Total of Non-Performing Assets              $5,232          6,944        $8,251         $9,170        $11,650
   % of Total Assets                          0.27%          0.33%         0.39%          0.48%          0.65%



(1)      Non-performing loans consist of:
 a)       impaired loans, which includes non-accrual and renegotiated loans, and
 b)       loans which are contractually past due 90 days or more as to principal
          or interest, but are still  accruing interest at previously negotiated
          rates to the extent that  such loans are  both well secured and in the
          process of collection.

At September 30, 2001,  there were  $483,000 of loans that are  considered to be
impaired  under SFAS No.  114.  There was one  troubled  debt  restructuring  of
$4,000, which is performing in accordance with the restructure agreement.

For the nine months ended  September 30, 2001, the Company did not recognize any
interest income on impaired loans.

Allowance for Loan Losses

The  allowance  is  increased  by  provisions  charged to expense and reduced by
charge-offs,  net of  recoveries.  At September 30, 2001, the allowance for loan
losses  was $12.3  million,  down $0.1  million  compared  to $12.4  million  at
year-end 2000. Net charge-offs for the nine months ended September 30, 2001 were
$2.2 million compared to $2.0 million for the prior year period.

The level of the  allowance  for loan  losses is based  upon a number of factors
including  Management's  evaluation of potential losses in the portfolio,  after
consideration  of appraised  collateral  values,  financial  condition  and past
credit history of the borrowers as well as prevailing and  anticipated  economic
conditions.

At  September  30,  2001,  the  ratio  of  the  allowance  for  loan  losses  to
non-performing  loans was 242.67% as compared to 183.96% at December  31,  2000,
while the  allowance  for loan losses to total loans was 1.05% at September  30,
2001 as compared to 1.01% at September 30, 2000.  In the opinion of  Management,
the  allowance  for loan losses at  September  30,  2001 was  adequate to absorb
probable  future losses on existing loans and  commitments  based upon currently
available information.*

                                       16



Liquidity Management

At  September  30,  2001,  the  amount  of  liquid  assets  remained  at a level
Management believed adequate to ensure that contractual liabilities, depositors'
withdrawal  requirements,  and other operational and customer credit needs could
be  satisfied.*  This  liquidity was maintained at the same time the Company was
managing the interest rate  sensitivity of interest  earning assets and interest
bearing liabilities so as to improve profitability.

Liquidity is generated from maturities and principal  payments in the investment
portfolio.  Scheduled  maturities  and  anticipated  principal  payments  of the
investment  portfolio will approximate $129.0 million throughout the next twelve
months.* In addition,  all or part of the  investment  securities  available for
sale could be sold to provide  liquidity.  These sources can be used to meet the
funding needs during periods of loan growth. Liquidity is also available through
additional  lines of  credit  and the  ability  to  incur  additional  debt.  At
September 30, 2001,  the Company had $331.9  million of lines of credit with the
Federal Home Loan Bank and  correspondent  banks under which $168.1  million was
readily available.  Additionally,  at September 30, 2001, the Company had $610.0
million of repurchase  lines with  investment  brokers and FHLB, of which $486.0
million was available contingent upon available collateral.

Capital

Total  stockholders'  equity  increased  $20.0  million  to  $160.5  million  at
September 30, 2001 from $140.5 million at December 31, 2000. The increase during
the  nine-month  period was due to net income of $18.5  million,  an increase of
$15.0  million  (net of tax) in the  September  30,  2001  market  value  of the
Company's available for sale securities portfolio from the valuation at December
31, 2000, the exercise of stock options of $0.3 million,  and  restricted  stock
activity  of  $13,000.  Partially  offsetting  these  increases  were the  three
quarterly cash dividends  declared totaling $9.0 million,  and the repurchase of
244,500 shares of the Company's common stock amounting to $4.8 million.

                                       17



The following table reflects the Company's  capital ratios,  as of September 30,
2001 and December 31, 2000 in accordance with current regulatory guidelines.




(Dollars in Thousands)                         September 30, 2001    December 31, 2000
                                               ------------------   ------------------
                                                Amount     Ratio     Amount     Ratio
                                               --------    ------   --------    ------
                                                                    
Risk-Based Capital
Tier I Capital
  Actual                                       $170,559    11.55%   $164,583    10.87%

  Regulatory Minimum Requirements                59,066     4.00      60,550     4.00

  For Classification as Well Capitalized         88,599     6.00      90,825     6.00

Combined Tier I and Tier II Capital
  Actual                                       $182,884    12.38%   $177,002    11.69%

  Regulatory Minimum Requirements               118,133     8.00     121,099     8.00

  For Classification as Well Capitalized        147,666    10.00     151,374    10.00

Leverage
  Actual                                       $170,559     8.50%   $164,583     7.81%

  Regulatory Minimum Requirements                80,268     4.00      84,269     4.00

  For Classification as Well Capitalized        100,335     5.00     105,336     5.00



The Company's  risk-based capital ratios (Tier I and Combined Tier I and Tier II
Capital) and Tier I leverage ratio  continue to exceed the minimum  requirements
set forth by the Company's regulators.

                                       18



Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

MARKET RISK - ASSET/LIABILITY MANAGEMENT.

The  primary  market  risk faced by the  Company  is  interest  rate  risk.  The
Company's  Asset/Liability  Committee  ("ALCO")  monitors  the  changes  in  the
movement of funds and rate and volume  trends to enable  appropriate  management
response to changing market and rate conditions.

The Company's  income  simulation  model analyzes  interest rate  sensitivity by
projecting  net interest  income over the next 24 months in a flat rate scenario
versus net interest income in alternative  interest rate  scenarios.  Management
reviews and refines its interest rate risk management process in response to the
changing economic climate.  Currently,  the Company's model projects a 200 basis
point change in rates during the first year,  in even monthly  increments,  with
rates held constant in the second year. The Company's ALCO has established  that
interest income sensitivity will be considered acceptable if net interest income
in the above interest rate scenario is within 10% of net interest  income in the
flat rate scenario in the first year.  Additionally,  the Company's  ALCO policy
states that income  sensitivity  will be considered  acceptable if the change in
net income in the above  interest rate scenario is within 20% of net income from
the flat rate scenario in the first year.  At September 30, 2001,  the Company's
income  simulation model indicates an acceptable level of interest rate risk and
is materially consistent with the year-end disclosure.*

Computation of  prospective  effects of  hypothetical  interest rate changes are
based on numerous  assumptions,  including  relative  levels of market  interest
rates, loan prepayments and duration of deposits,  and should not be relied upon
as indicative of actual results.

                                       19




Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits

         None

(b)      Reports on Form 8-K

         None

                                       20





                                   SIGNATURES






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.




                                                     UNITED NATIONAL BANCORP
                                                     -----------------------
                                                     (Registrant)








Dated: November 14, 2001                        By: THOMAS C. GREGOR
                                                    ----------------
                                                    Thomas C. Gregor, Chairman
                                                    President and CEO






Dated: November 14, 2001                        By: ALFRED J. SOLES
                                                    ---------------
                                                    Alfred J. Soles
                                                    Vice President & Treasurer
                                                   (Principal Financial Officer)




                                       21