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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2004
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: 0-23293

Warwick Community Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
06-1497903
(I.R.S. Employer
Identification No.)

18 Oakland Avenue, Warwick, New York
(Address of principal executive offices)
10990-0591
(Zip code)

(845) 986-2206
(Registrant's telephone number, including area code)

            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 for the past 90 days.

                        Yes   X            No        

            Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

YES   X              NO        

            As of May 10, 2004, there were 4,523,143 shares of the registrant's common stock outstanding.

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FORM 10-Q
Warwick Community Bancorp, Inc.
INDEX
Page
PART I - FINANCIAL INFORMATION Number
 
Item 1. Financial Statements -- Unaudited
 
Consolidated Statements of Financial Condition at
March 31, 2004 and December 31, 2003
4
 
Consolidated Statements of Income for the three months
ended March 31, 2004 and 2003
5
 
Consolidated Statement of Changes in Equity for
the three months ended March 31, 2004 and 2003
6
 
Consolidated Statements of Cash Flows for the three
months ended March 31, 2004 and 2003
7
 
Notes to Unaudited Consolidated Financial Statements 8-12
 
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
12-20
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk 21
 
Item 4. Controls and Procedures 21
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings 22
 
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchase of Securities 22
 
Item 3. Defaults Upon Senior Securities 22
 
Item 4. Submission of Matters to a Vote of Security Holders 22
 
Item 5. Other Information 22
 
Item 6. Exhibits and Reports on Form 8-K 22
 
Signature Page 23
 
Exhibit Index



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Statements contained in this Form 10-Q which are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, general economic conditions; changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; other economic, competitive, governmental, regulatory or technological factors affecting the Company's operations, pricing, products and services; and other risks detailed in documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements made by us are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intention of management as of the date made and are not guarantees of future performance. We expressly disclaim any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.






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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements - Unaudited

WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
March 31,
2004

December 31,
2003

(Dollars in thousands)
ASSETS
Cash on hand and in banks $  69,200  $  55,344 
Securities:
Available-for-sale, at fair value 316,823  337,705 
Held-to-maturity, at amortized cost (fair value of $2,834 at
March 31, 2004 and $3,185 at December 31, 2003)

2,830 


3,178 

Total securities 319,653 
340,883 
Real estate loans, net 247,832  255,078 
Consumer loans, net 43,776  45,564 
Commercial business loans, net 30,244 
25,261 
Total loans 321,852  325,903 
Allowance for loan losses (7,658)
(4,925)
Total loans, net 314,194 
320,978 
Accrued interest receivable 3,188  3,229 
Federal Home Loan Bank stock 8,925  9,175 
Bank premises ∓ equipment, net 9,419  9,416 
Other real estate owned, net 499  505 
Bank owned life insurance 12,973  12,801 
Goodwill and other intangible assets 2,351  2,402 
Other assets available for sale 601  --- 
Other assets 5,631 
5,263 
Total assets $746,634 
$759,996 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Time $  94,601  $  98,163 
Money market 65,423  70,120 
Savings and NOW 248,159  248,306 
Non-interest-bearing checking 69,675 
70,983 
Total depositor accounts 477,858  487,572 
Mortgage escrow funds 1,549  1,878 
Accrued interest payable 1,121  1,191 
Federal Home Loan Bank advances 178,495  183,495 
Other liabilities 12,515 
12,026 
Total liabilities 671,538 
686,162 
 
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 5,000,000 authorized; none
      issued
---  --- 
Common stock, $.01 par value; 15,000,000 shares authorized;
      6,742,465 and 6,739,465 shares issued as of March 31, 2004 and
      December 31, 2003, respectively; 4,498,724 and 4,495,724 shares
      outstanding as of March 31, 2004 and December 31, 2003,
      respectively
67  67 
Additional paid-in capital 67,635  67,329 
Retained earnings 49,525  51,580 
Accumulated other comprehensive income, net 1,313  (1,365)
Unallocated ESOP common stock (2,997) (3,221)
Unearned RRP common stock (914)
(1,023)
114,629  113,367 
Treasury stock (2,243,741 and 2,243,741 shares at March 31,
      2004 and December 31, 2003, respectively)

(39,533)


(39,533)

Total stockholders' equity 75,096 
73,834 
Total liabilities and stockholders' equity $746,634 
$759,996 
See accompanying Notes to Unaudited Financial Statements.


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WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

For the Three Months
Ended March 31,
2004
2003
(In thousands, except per share amounts)
Interest Income:
Interest on loans $  5,391  $  7,859 
Interest and dividends on securities 3,571  2,940 
Interest on short-term money market instruments 82 
113 
Total interest income 9,044 
10,912 
 
Interest Expense:
Time deposits 477  771 
Money market deposits 146  275 
Savings and NOW deposits 590  1,108 
Mortgagors' escrow deposits 13 
Borrowed funds 2,311 
2,790 
Total interest expense 3,530 
4,957 
Net interest income 5,514 
5,955 
 
Provision for Loan Losses (3,423)
(80)
Net interest income after provision for loan losses 2,091 
5,875 
 
Non-Interest Income:
Service and fee income 1,232  1,429 
Gain on securities transactions ---  123 
Net gain on sale of loans 16  135 
Other income 172 
198 
Total non-interest income 1,420 
1,885 
 
Non-Interest Expense:
Salaries and employee benefits 2,859  2,649 
FDIC insurance 21  20 
Occupancy 566  537 
Data processing 375  333 
Advertising 54  54 
Professional fees 791  193 
Other 843 
756 
Total non-interest expense 5,509 
4,542 
 
Income(loss) before provision (benefit)for income taxes (1,998) 3,218 
Provision (benefit) for Income Taxes (617)
1,241 
Net income (loss) $(1,381)
$  1,977 
 
Weighted Average:
Common shares 4,248  4,424 
Dilutive stock options --- 
230 
4,248 
4,654 
Earnings(loss) per Share:
Basic $  (0.33)
$    0.45 
Diluted $  (0.33)
$    0.42 

See accompanying Notes to Unaudited Financial Statements.



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WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)

Common
Stock

Additional
Paid In
Capital

Retained
Earnings

Accumulated Other
Comprehensive
Income (Loss), net

Unallocated
Common Stock
Held by ESOP

Unearned
Common Stock
Held by RRP

Treasury
Stock

Comprehensive
Income (Loss)

(In thousands)
 
BALANCE, December 31, 2002 $66 $64,518 $47,855  $585  $(4,069) $(1,488) $ (26,359)
Net Income, January 1, 2003 -
March 31, 2003
--- --- 1,977  ---  ---  ---  ---  $1,977 
Unrealized appreciation on
securities available-for-sale, net

---

---

--- 

95 

--- 

--- 

--- 

95 

Comprehensive income $2,072 
Purchase of treasury stock --- --- ---  ---  ---  ---  (5,603)
Allocation of ESOP stock --- 212 ---  ---  209  ---  --- 
Cash dividends paid --- --- (677) ---  ---  ---  --- 
Stock option plan --- 23 ---  ---  ---  --- 
Earned portion of RRP ---
---
--- 
--- 
--- 
123 
--- 
BALANCE, March 31, 2003 $66
$64,753
$49,155 
$680 
$(3,860)
$(1,365)
$(31,958)
BALANCE, December 31, 2003 $67 $67,329 $51,580  $(1,365) $(3,221) $(1,023) $(39,533)
Net Loss, January 1, 2004 -
March 31, 2004
--- --- (1,381) ---  ---  ---  ---  $(1,381)
Unrealized appreciation on
securities available-for-sale, net

---

---

--- 

2,678 

--- 

--- 

--- 

2,678 

Comprehensive income $1,297 
Purchase of treasury stock --- --- ---  ---  ---  ---  --- 
Allocation of ESOP stock --- 255 ---  ---  224  ---  --- 
Cash dividends paid --- --- (674) ---  ---  ---  --- 
Stock option plan --- 51 ---  ---  ---  ---  --- 
Earned portion of RRP ---
---
--- 
--- 
--- 
109 
--- 
BALANCE, March 31, 2004 $67
$67,635
$49,525 
$1,313 
$(2,997)
$(914)
$(39,533)
See accompanying Notes to Unaudited Financial Statements.

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WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Three Months
Ended March 31,

2004
2003
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $  (1,381) $      1,977 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation 226  205 
Amortization of core deposit intangibles 52  52 
Net amortization on investment securities, net 459  748 
Net decrease (increase) in accrued interest receivable 41  (153)
Net decrease (increase) BOLI, other real estate and other assets (1,135) 507 
Provision for loan losses 3,423  80 
Net gain on sales of loans (16) (135)
Mortgage loans originated for sale (6,076) (20,303)
Proceeds from mortgage loan sales 4,548  21,593 
Net gain on sales of securities ---  (123)
Net decrease in accrued interest payable (70) (30)
Net increase (decrease) in accrued expenses and other liabilities 489 
(760)
Total reconciliation adjustments 1,941 
1,681 
Net cash provided by operating activities 560 
3,658 
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities 9,028  1,934 
Purchases of securities (3,578) (115,182)
Proceeds from sale of securities available-for-sale ---  2,180 
Principal repayments from mortgage-backed securities 19,872  30,232 
Redemption of Federal Home Loan Bank capital stock 250  375 
Net decrease in loans 3,286  33,928 
Purchases of fixed assets, net (229)
(166)
Net cash provided by (used in) investing activities 28,629 
(46,699)
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease)increase in deposits (9,714) 56,443 
Net decrease in escrow deposits (329) (501)
Net decrease in borrowed funds ( 5,000) (2,000)
Dividends on common stock ( 674) (677)
Purchase of treasury stock ---  (5,603)
Stock options exercised 51  25 
ESOP allocation 224  210 
Earned portion of RRP. 109 
123 
Net cash (used in) provided by financing activities (15,333)
48,020 
Net increase in cash 13,856  4,979 
Cash and Cash Equivalents, beginning of year 55,344 
59,667 
Cash and Cash Equivalents, end of period $  69,200 
$    64,646 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for-
Interest on deposits and borrowed funds $    3,600  $      4,987 
Income taxes 84  728 

See accompanying Notes to Unaudited Financial Statements.



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WARWICK COMMUNITY BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the December 31, 2003 Annual Report on Form 10-K, filed on March 15, 2004.

          Basis of Presentation

          The accompanying unaudited consolidated financial statements include the accounts of Warwick Community Bancorp, Inc. (" Parent Company"), its savings bank subsidiary, The Warwick Savings Bank ("Warwick Savings"), and its commercial bank subsidiary, The Towne Center Bank ("Towne Center") and its title business subsidiary, Hardenburgh Abstract Company of Orange County, Inc. ("Hardenburgh"). The consolidated financial statements of the Parent Company and its subsidiaries (collectively, the "Company") conform to generally accepted accounting principles and reporting practices followed by the banking industry. All significant intercompany balances and transactions are eliminated in consolidation.

          The unaudited consolidated financial statements included herein reflect all normal recurring adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results of operations that may be expected for the entire year ending December 31, 2004.

          Earnings (Loss) Per Share

           Basic earnings (loss)per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, adjusted for the unallocated portion of the shares held by the Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") in accordance with American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-6, "Employers Accounting for Employee Stock Ownership Plans," and unearned shares held by the Recognition and Retention Plan of Warwick Community Bancorp, Inc. ("RRP"). Diluted earnings (loss) per share, which reflects the potential dilution that could occur if outstanding stock options were exercised and resulted in the issuance of common stock that then shared in the earnings of the Company, is computed by dividing net income (loss) by the weighted average number of common shares and dilutive instruments.

For the Three Months Ended
March 31,

2004
2003
(In thousands, except per
share amounts)
Net income (loss) $(1,381) $1,977
 
Basic weighted-average common shares outstanding 4,248  4,424
Plus: Dilutive stock options --- 
230
Diluted weighted-average common shares outstanding 4,248 
4,654
Net income(loss) per common share:
Basic $ (0.33)
$  0.45
Diluted $ (0.33)
$  0.42


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          Stock-Based Compensation

          At March 31, 2004, the Company had stock-based employee compensation plans, including a stock option plan. The Company accounts for this stock option plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"), and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.

For the Three Months
Ended March 31,

2004
2003
(In thousands,
except per share
amounts)
Net (loss) income, as reported $(1,381)
$1,977 
Add: Stock-based compensation expense
included in reported net income, net of
related tax effects
75  76 
Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards, net of
related tax effect



(98)




(235)

Pro forma net (loss) income $(1,404)
$1,818 
(Loss) earnings per share:
Basic-as reported $(0.33)
$0.45 
Basic-pro forma $(0.33)
$0.41 
Diluted-as reported $(0.33)
$0.42 
Diluted-pro forma $(0.33)
$0.39 
There are 395,895 options that are currently exercisable. The fair value of each option was estimated on the date granted using the Black-Scholes option pricing model. There were no options granted during the first quarter of 2004. The fair value of the options granted in 2003 and 2002 was estimated to be $5.86 and $7.25, respectively. The following weighted-average assumptions were used for grants in 2003 and 2002: risk free interest rate of 1.96% and 4.49%; expected dividend yield of 1.2%; expected life of five years; and expected volatility of 25.87% and 28.75%.

          Comprehensive Income

          Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income includes revenues, expenses, gains and losses that, under accounting principles generally accepted in the United States of America, are included in comprehensive income but excluded from net income. Comprehensive income and accumulated other comprehensive income are reported net of related income taxes. Accumulated other comprehensive income for the Company consists solely of unrealized holding gains or losses on available for sale securities and an adjustment for the minimum pension liability.



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2.          Agreement to Merge with Provident Bancorp, Inc.

          On March 16, 2004, the Company announced that it had executed a definitive agreement with Provident Bancorp, Inc. ("Provident") in which Provident will acquire the Company in exchange for cash and stock. The transaction was valued at approximately $153.4 million based upon the March 15 closing price for Provident. The total value of the transaction, and the implied value of the stock portion of the merger consideration, will fluctuate prior to completion of the merger as a result of fluctuations in the market price of Provident common stock prior to closing. Under the terms of the agreement, stockholders of the Company will be entitled to receive either cash or shares of Provident common stock, subject to election and allocation procedures which are intended to ensure that, in the aggregate, 50% of the shares of the Company are converted into the right to receive cash of $32.26 per share and that 50% are converted into the right to receive 2.781 shares of Provident common stock. It is currently anticipated that the merger will close in the fourth quarter of 2004 and is subject to receiving requisite regulatory and shareholder approvals and other customary conditions.

3.          Loan Portfolio Composition

          The following table sets forth the composition of the Company's loan portfolio in dollar amounts and percentage of the portfolio at the dates indicated.

At March 31, 2004
At December 31, 2003
Amount
Percent
of Total

Amount
Percent
of Total

(Dollars in thousands)
Real Estate Loans:
One- to four-family $  86,057  26.80% $  96,286  29.61%
One-to four-family held for sale 1,997  0.62    445  0.14   
Multi family and commercial real estate 154,605  48.14    154,180  47.41   
Construction and development 5,158 
1.61   
4,118 
1.27   
          Total real estate loans 247,817 
77.17   
255,029 
78.43   
Commercial business loans 30,236 
9.42    25,253 
7.77   
Consumer loans:
Automobile 14,510  4.52    17,562  5.40   
Home equity 27,748  8.64    26,588  8.18   
Other consumer loans 817 
0.25   
735 
0.22   
          Total consumer loans 43,075 
13.41   
44,885 
13.80   
          Total loans 321,128  100.00%
325,167  100.00%
Premiums and deferred loan costs, net 724  736 
Allowance for loan losses (7,658)
(4,925)
Total loans, net $314,194 
$320,978 


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4.          Non-Performing Assets

          The following table sets forth information regarding non-accrual loans, other past due loans, other real estate owned and other assets available for sale at the dates indicated.

March 31,
2004

December 31,
2003

(Dollars in thousands)
Non-accrual loans:
One- to four-family $2,066    $1,460   
Multi family and commercial real estate ---    ---   
Commercial business loans ---    ---   
Consumer loans 37   
11   
Total non-accrual loans 2,103    1,471   
Accruing loans delinquent 90 days or more:
One- to four-family ---    740   
Commercial business loans 119   
---   
Total 119   
740   
Total non-performing loans 2,222   
2,211   
Foreclosed real estate:
One- to four-family 499   
505   
Total 499   
505   
Other assets available for sale 601   
---   
Total non-performing assets $3,322   
$2,716   
Non-performing loans to total loans 0.69% 0.68%
Total non-performing assets to total assets 0.44% 0.36%

          At March 31, 2004, the Company had $13.7 million in automobile leases originated through a third party. Substantially all of these leases are scheduled to expire in 2004 and no leases have been originated since August 30, 2001. The third party originating the leases is responsible for any shortfall between the loan amount and the proceeds from any insurance and the sale of the automobiles. In March 2004, the Company learned that this third party does not have the financial capability to pay any such shortfall. The Company has reviewed the actual sales prices of terminated lease vehicles as well as an independent assessment of the anticipated value of the automobiles as they become available for sale throughout 2004. The Company used this information to determine the appropriate provision for losses on this portion of its portfolio. At March 31, 2004, the total allowance for loan losses on the Company's automobile lease portfolio represented 29.9% of the outstanding balance of the portfolio, or $4.1 million. As leases terminate, the Company charges the allowance for loan losses for the difference between the recorded book value and the anticipated value of the automobiles and transfers the remaining book value from loans to other assets available for sale. Upon final sale of the automobile, a gain or loss may be recognized. During the quarter ended March 31, 2004, $1.3 million of leases terminated, $680,000 was charged to the allowance for loan losses and $601,000 was transferred to other assets available for sale. The Company intends to continue to monitor the sales prices and anticipated value of the automobiles coming off lease and will record additional provisions for loss as and if appropriate.



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5.          Allowance for Loan Losses

          The following table sets forth the activity in the Company's allowance for loan losses at and for the periods indicated.

Three Months Ended
March 31,

Year Ended
December 31,

2004
2003
2003
(Dollars in thousands)
Allowance for loan losses:
Balance at beginning of period $4,925 $4,932 $4,932
Charge-offs:
Commercial business --- --- 112
Consumer loans 691
9
30
Total charge-offs 691
9
142
Recoveries:
Commercial business --- --- 19
Consumer loans 1
10
26
Total recoveries 1
10
45
Provision for loan losses 3,423
80
90
Balance at end of Period $7,658
$5,013
$4,925
Ratio of net charge-offs during the period to
average loans outstanding
0.21% ---    0.03%
Ratio of allowance for loan losses to total loans
at end of period
2.38% 1.16% 1.51%
Ratio of allowance for loan losses to non-
performing loans
344.64% 200.48% 222.75%

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

General

          The primary business of Warwick is the operation of its wholly owned subsidiaries, Warwick Savings, Towne Center and Hardenburgh. Presently, the only significant assets of Warwick are the capital stock of Warwick Savings, Towne Center and Hardenburgh, the note evidencing the loan Warwick made to the Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") to allow the ESOP to purchase 8% of the Company's common stock issued in the Company's initial public offering and the investment of the net proceeds of the offering retained by the Company. The results of operations of the Company consists primarily those of Warwick Savings' activities.

          The Company's results of operations are dependent primarily on net interest income, which is the difference between the interest income earned on its interest-earning assets, such as loans and securities, and the interest expense on its interest-bearing liabilities, such as deposits and borrowed funds. Results of operations are also affected by non-interest income and expense, the provision for loan losses and income tax expense. Non-interest income consists primarily of service charges, gain on sales of loans, gains (losses) on securities available for sale, net increases in the cash surrender value of bank-owned life insurance ("BOLI") and other fees. Non-interest expenses consist primarily of employee compensation


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and benefits, occupancy expenses, federal deposit insurance premiums, net costs of real estate owned, data processing fees and other operating expenses. The Company's results of operations are also significantly affected by general economic and competitive conditions (particularly changes in market interest rates), government policies, changes in accounting standards and actions of regulatory agencies.

Critical Accounting Policies and Estimates

          "Management's Discussion and Analysis of Financial Condition and Results of Operation," is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Accounting policy considered critical to our financial results is our determination of the allowance for loan losses. Note 1 of the Company's Audited Consolidated Financial Statements for the year ended December 31, 2003 contains a summary of the Company's significant accounting policies. Management believes the Company's policy with respect to the methodology for the determination of the allowance for loan losses involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact results of operations. This critical policy and its application is periodically reviewed by the Audit Committee and the Board of Directors.

          The allowance for loan losses is based upon management's evaluation of the adequacy of the allowance, including an assessment of known and inherent risks in the portfolio, giving consideration to the size and composition of the loan portfolio, actual loan loss experience, level of delinquencies, detailed analysis of individual loans for which full collectibility may not be assured, the existence and estimated net realizable value of any underlying collateral and guarantees securing the loans, and current economic and market conditions. Although management uses the best information available to it, the level of the allowance for loan losses remains an estimate which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to make additional provisions for loan losses based upon information available to them at the time of their examination. Furthermore, the majority of the Company's loans are secured by real estate in the states of New York and New Jersey. Accordingly, the collectibility of a substantial portion of the carrying value of the Company's loan portfolio is susceptible to changes in local market conditions and may be adversely affected should real estate values decline or the New York and New Jersey areas experience adverse economic shock. Further adjustments to the allowance for loan losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company's control.

Financial Condition

          Total assets. Total assets as of March 31, 2004 were $746.6 million, a decrease of $13.4 million, or 1.76%, from total assets of $760.0 million at December 31, 2003. Average total assets for the three months ended March 31, 2004 were $747.2 million, a decrease of $54.5 million, or 6.8%, from average total assets of $801.7 million at March 31, 2003.

          Total securities. Total securities decreased by $21.2 million, or 6.2%, to $319.7 million at March 31, 2004 from $340.9 million at December 31, 2003. Securities available for sale decreased by $20.9 million, or 6.2%, primarily as the result of the prepayments on its mortgage-backed securities portfolio coupled with investment security calls due to the prevailing low interest rate environment.



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          Net loans. Net loans as of March 31, 2004 were $314.2 million, a decrease of $6.8 million , or 2.1%, from net loans of $321.0 million at December 31, 2003. The decrease in net loans was primarily attributable to the $8.7 million decrease in one-to four- family real estate loans resulting from very high loan repayments.

          Deposits. Deposits as of March 31, 2004 were $477.8 million, down $9.7 million, or 2.0%, from December 31, 2003. Savings and NOW account balances, which totaled $248.2 million at March 31, 2004, represented 51.9% of deposits as of that date, compared with 50.9% at December 31, 2003. Demand accounts totaled $69.7 million and represented 14.6% of total deposits at March 31, 2004, the same as December 31, 2003. Money market account balances, which totaled $65.4 million at March 31, 2004, represented 13.7% of deposits as of that date, compared to 14.4% at December 31, 2003. Time certificates declined to 19.8% of deposits at March 31, 2004 from 20.1% at December 31, 2003.

          FHLBNY advances. Advances from the FHLBNY decreased $5.0 million, or 2.7%, to $178.5 million at March 31, 2004 from $183.5 million at December 31, 2003. The decrease in borrowings was funded with the cash flows from loan and security repayments as set forth above.

          Stockholders' Equity. Stockholders' equity increased $1.3 million to $75.1 million at March 31, 2004, compared to $73.8 million at December 31, 2003. The increase was primarily due to the increase of $2.7 million in the after-tax unrealized gains on securities available for sale. In addition, equity increased $638,000 due to the allocation of employee stock ownership plan shares and the vesting of shares issued under the Company's recognition and retention plan. Partially offsetting these increases was a net loss of $1.4 million and the payment of cash dividends of $674,000 at March 31, 2004.

          During the first quarter of 2004, the Company did not repurchase any of its common stock. On April 21, 2004, the Company declared a dividend on its common stock of $0.15 per share of common stock. The dividend will be paid on May 14, 2004 to stockholders of record on May 3, 2004.

Analysis of Net Interest Income

          Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.



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          Average Balance Sheets. The following table shows average balances, interest earned or paid, and average interest rates for the periods indicated. Such yields and costs were derived by dividing interest income or expense by the average balance of assets or liabilities, respectively, for the periods shown. The yields include deferred fees and discounts, which are considered yield adjustments. Average balances were computed based on average daily balances.

Three Months Ended March 31,
2004
2003
Average
Balance

Interest
Average
Yield/
Cost

Average
Balance

Interest
Average
Yield/
Cost

Assets: (Dollars in thousands)
Interest-earning assets:
One-to four-family loans, net(1) $  92,433 $1,572 6.80% $221,791 $  3,815 6.88%
Multi family and commercial real
estate loans, net(1)
158,097 2,800 7.08    154,413 2,806 7.27   
Commercial business loans, net(1) 27,843 348 5.00    26,672 411 6.16   
Consumer loans, net(1) 45,442 671 5.91    49,630 827 6.67   
Mortgage-backed securities 138,293 1,580 4.57    158,740 1,714 4.32   
Collateralized mortgage obligations 118,664 1,050 3.54    41,909 422 4.03   
Interest earning accounts at banks 39,047 82 0.84    44,206 113 1.02   
Investment securities 84,477
941
4.46    60,373
804
5.33   
Total interest-earning assets 704,296 9,044
5.14    757,734 10,912
5.76   
Non-interest earning assets 42,907
43,934
Total assets $747,203
$801,668
Liabilities and stockholders' equity:
Interest-bearing liabilities:
Savings and NOW deposits $263,871 590 0.89% $233,579 1,108 1.90%
Mortgagor's escrow deposits 1,493 6 1.61    2,379 13 2.19   
Money market accounts 66,595 146 0.88    82,087 275 1.34   
Time deposits 95,909
477
1.99    113,675
771
2.71   
Total deposits 427,868 1,219 1.14    431,720 2,167 2.01   
Borrowed funds 180,033
2,311
5.13    216,556
2,790
5.15   
Total interest-bearing liabilities 607,901 3,530
2.32    648,276 4,957
3.06   
Non-interest bearing liabilities 64,013
73,927
Total liabilities 671,914 722,203
Stockholders' equity 75,289
79,465
Total liabilities and stockholders'
equity

$747,203

$801,668
Net interest income/interest rate spread $5,514
2.82%
$5,955
2.70%
Net interest-earning assets/net
interest margin

$96,395


3.13%


$109,458


3.14%

Ratio of interest-earning assets to
interest-bearing liabilities

115.86%


116.88%


(1)  In computing the average balance of loans, non-accrual loans have been included.

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          Rate/Volume Analysis. The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

Three Months Ended

March 31, 2004
Compared to
Three Months Ended
March 31, 2003
Increase (Decrease) in Net
Interest Income Due to

Volume
Rate
Net
(In thousands)
Interest-earning assets:
One-to four-family loans, net $(2,225) $  (18) $(2,243)
Multi family and commercial real estate loans, net 67  (73) (6)
Commercial business loans, net 18  (81) (63)
Consumer loans, net (70) (86) (156)
Mortgage-backed securities (221) 87  (134)
Collateralized mortgage obligations 773  (145) 628 
Interest earning accounts at banks (13) (18) (31)
Investment securities 321 
(184)
137 
          Total (1,350)
(518)
(1,868)
Interest-bearing liabilities:
Savings and NOW deposits 144  (662) (518)
Mortgagor's escrow deposits (5) (2) (7)
Money market deposits (52) (77) (129)
Time deposit (120) (174) (294)
Borrowed funds (471)
(8)
(479)
          Total (504)
(923)
(1,427)
Net change in net interest income $  (846)
$  405 
$   (441)

Comparison of Operating Results for the Three Months Ended March 31, 2004 and 2003

          General. For the three months ended March 31, 2004, the Company recognized a net loss of $1.4 million, or $0.33 per diluted share, as compared to net income of $2.0 million, or $0.42 per diluted share, for the three months ended March 31, 2003, which represents a $3.4 million decrease. The decrease was due to the $3.4 million provision for loan loss that was taken in the first quarter as a result of an assessment of the Company's automobile lease portfolio. For the first quarter ended March 31, 2004, annualized return on average assets ("ROAA") and annualized return on average equity ("ROAE") were (0.74%) and (7.34)%, respectively. The ROAA and ROAE for the corresponding quarter of 2003 were 0.99% and 9.95%, respectively.



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          Interest Income. Interest income amounted to $9.0 million for the three months ended March 31, 2004, as compared to $10.9 million for the three months ended March 31, 2003. This decrease of $1.9 million, or 17.1%, reflects the impact of the Federal Reserve Bank's interest rate reductions, which led to a significant increase in one-to four-family mortgage loan and mortgage-backed securities prepayments that were reinvested at lower yields. The Company chose to reinvest these funds primarily in agency mortgage-backed securities and agency collateralized mortgage obligations at relatively lower yields rather than in long-term fixed-rate residential mortgages in order to manage its exposure to rising rates. Average interest-earning assets for the quarter ended March 31, 2004 decreased $53.4 million, or 7.0% over average interest-earning assets for the quarter ended March 31, 2003. Average loan balances decreased by $128.7 million for the quarter ended March 31, 2004 while the average balances of securities and other earning assets grew by $75.3 million. Average yields on interest-earning assets fell by 62 basis points to 5.14% for the quarter ended March 31, 2004 from 5.76% for the comparable period in 2003.

          Interest Expense. Total interest expense for the three-month period ended March 31, 2004 decreased by $1.4 million when compared to the same three-month period one year earlier. The decrease was primarily due to the decrease in the average balance of borrowed funds, lower rates paid on interest-bearing deposits, and a higher concentration of non-interest-bearing and low interest-bearing deposits in 2004. Average rates paid on interest-bearing liabilities for the three-month period ended March 31, 2004 declined 74 basis points to 2.32% from 3.06% the prior year. Partially offsetting these decreases was the increase of $30.3 million in the average balance of savings and NOW deposits.

          Net Interest Income. Net interest income for the three months ended March 31, 2004 decreased $441,000, or 7.4%, to $5.5 million compared to $5.9 million for the three months ended March 31, 2003, which was due primarily to the $129.3 million decrease in average one-to four-family loans. Net interest margin is net interest income expressed as a percentage of total average earning assets. For the quarter ended March 31, 2004, the net interest margin was 3.13% as compared to 3.14% for the quarter ended March 31, 2003. Average interest-earning assets decreased $53.4 million from $757.7 million for the quarter ended March 31, 2003 to $704.3 million for the quarter ended March 31, 2004, while average interest-bearing liabilities decreased $40.4 million from $648.3 million to $607.9 million for the same period.

          Provision for Loan Losses. The provision for loan losses for the three months ended March 31, 2004 increased $3.4 million compared to the three months ended March 31, 2003. The increase in the provision was a result of the assessment done of the automobile leases, as well as management's assessment of the loan portfolio and its assessment of the local economy and market conditions and the adequacy of the allowance for loan losses.

          At March 31, 2004, the Company had $13.7 million in automobile leases originated through a third party. Substantially all of these leases are scheduled to expire in 2004 and no leases have been originated since August 30, 2001. The third party originating the leases is responsible for any shortfall between the loan amount and the proceeds from any insurance and the sale of the automobiles. In March 2004, the Company learned that this third party does not have the financial capability to pay any such shortfall. The Company has reviewed the actual sales prices of terminated lease vehicles as well as an independent assessment of the anticipated value of the automobiles as they become available for sale throughout 2004. The Company used this information to determine the appropriate provision for losses on this portion of its portfolio. At March 31, 2004, the total allowance for loan losses on the Company's automobile lease portfolio represented 29.9% of the outstanding balance of the portfolio, or $4.1 million. As leases terminate, the Company charges the allowance for loan losses for the difference between the recorded book value and the anticipated value of the automobiles and transfers the remaining book value


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from loans to other assets available for sale. Upon final sale of the automobile, a gain or loss may be recognized. During the quarter ended March 31, 2004, $1.3 million of leases terminated, $680,000 was charged to the allowance for loan losses and $601,000 was transferred to other assets available for sale. The Company intends to continue to monitor the sales prices and anticipated value of the automobiles coming off lease and will record additional provisions for loss as and if appropriate. The net after tax amount of the proceeds from the sales of automobiles in this portfolio may be paid as a special cash dividend to shareholders pursuant to provisions of the previously announced merger agreement between the Company and Provident Bancorp. The amount of this dividend will depend on the performance of the auto lease portfolio and the merger agreement provides that the dividend payment cannot exceed approximately $7.8 million. There can be no assurance as to the amount or timing of the dividend, or whether any dividend will be payable.

          Non-Interest Income. Non-interest income, net, for the quarters ended March 31, 2004 and 2003 totaled $1.4 million and $1.9 million, respectively. Service and fee income, net gain on securities transactions and net gain on sale of loans decreased $197,000, $123,000 and $119,000, respectively, for the quarter ended March 31, 2004, as compared to the quarter ended March 31, 2003. The decrease in service and fee income resulted primarily from the decrease in loan prepayment penalties and deposit fee income.

          Non-Interest Expense. Non-interest expense for the three-months ended March 31, 2004 increased $967,000 when compared to the same period in 2003. Professional fees increased $598,000 due to merger costs incurred. Salaries and employee benefits increased $210,000 for the quarter ended March 31, 2004. The increase in salaries and employee benefits was primarily related to annual merit increases, staff for the new branch in Goshen which opened in June 2003 and the increase in medical claims. Partially offsetting this increase was reduced pension costs, a reduction in post retirement health care cost and a decrease in the cost of stock-based compensation plans.

          Provision (benefit) for Income Taxes. The $1.9 million decrease in the provision for income taxes for the three-month period ended March 31, 2004, as compared to the three-month period ended March 31, 2003, was primarily attributable to the 162.1% decrease in pre-tax income. The applicable tax rates for the first quarter of 2004 and 2003 were (30.88)% and 38.56%, respectively.

Liquidity and Capital Resources

          The overall objective of our liquidity management is to ensure the availability of sufficient cash funds to meet all financial commitments and to take advantage of investment opportunities. The Company manages liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.

          The Company's primary sources of funds are retail deposits, wholesale funding from FHLBNY or other bank borrowings, principal and interest payments on loans and securities and, to a lesser extent, proceeds from the sale of securities. While maturities and scheduled amortization of loans and securities provide an indication of the timing of the receipt of funds, changes in interest rates, economic conditions and competition strongly influence mortgage prepayment rates and deposit flows, reducing the predictability of the timing of sources of funds.

          The Company's cash flows are derived from operating activities, investing activities and financing activities as reported in the Consolidated Statements of Cash Flows in the Company's consolidated financial statements. The primary investing activities of the Company are the origination of multi-family


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and commercial real estate and commercial business loans, a variety of consumer loans, the purchase of mortgage-backed securities and debt and equity securities and the funding of mortgage loans originated for sale. The Company's investing activities are funded primarily by net deposit inflows, sales of loans and securities and principal repayments on loans and securities.

          At March 31, 2004, loan origination commitments totaled $15.4 million and the unadvanced/unused portion of lines of credit totaled $41.9 million. Management of the Company believes it will have sufficient funds available to meet its current originations and other lending commitments.

          Deposit flows are generally affected by the level of market interest rates, the interest rates and other conditions on deposit products offered by the Company's banking competitors, and other factors. The net decrease in total deposits was $9.7 million for the quarter ended March 31, 2004. Certificates of deposit scheduled to mature in under one year from March 31, 2004 totaled $72.0 million. Based on historical experience and pricing strategy, management believes that a significant portion of such deposits will remain with the Company.

          The Warwick Savings Bank and Towne Center Bank maintain appropriate levels of liquid assets. As a member of the FHLBNY, Warwick Savings has the availability of a line of credit in the amount of $36.2 million on an over-night basis. In accordance with the FHLBNY's credit policy, the Company now has total credit facilities available of nearly $56.0 million, inclusive of the aforementioned amounts, before the delivery of qualifying collateral is required. Additionally, the Company has another source of liquidity if the need arises which is to borrow up to $5 million from a commercial bank on an unsecured basis.

          At March 31, 2004, the Company had cash and due from banks of $69.2 million and securities available for sale of $316.8 million. Management believes these amounts, together with the Company's borrowing capabilities, to be more than adequate to meet its short-term cash needs.

          The Company's liquidity is available to, among other things, support future expansion of operations or diversification into other banking related businesses, pay dividends or repurchase its common stock. Total dividends declared and paid for the three-months ended March 31, 2004 aggregated $0.15 per share, or a total of $674,000. The declaration and payment of dividends are subject to, among other things, Warwick's financial condition and results of operations, regulatory capital requirements, tax considerations, industry standards, economic conditions, regulatory restrictions, general business practices and other factors.

Regulatory Capital Position

          The Company's primary regulator, the Federal Reserve Board (the "Federal Reserve") which regulates bank holding companies, has issued guidelines classifying and defining bank holding company capital into the following components: (1) Tier I capital, which includes tangible stockholders' equity for common stock and certain perpetual preferred stock, and (2) Tier II capital, which includes a portion of the allowance for loan losses and preferred stock that does not qualify as Tier I capital. The risk-based capital guidelines require financial institution holding companies to maintain specific capital levels according to defined credit risk factors (risk-adjusted assets). As of March 31, 2004, the minimum Tier I and combined Tier I and Tier II capital ratios required by the Federal Reserve for capital adequacy were 4% and 8%, respectively.



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          Warwick Savings and Towne Center are subject to minimum regulatory capital requirements imposed by the Federal Deposit Insurance Corporation ("FDIC"), which requirements are, as a general matter, based on the amount and composition of an institution's assets. Insured institutions in the strongest financial and managerial condition, with a rating of 1 (the highest examination rating of the FDIC under the Uniform Financial Institutions Rating System) are required to maintain Tier 1 capital of not less than 3.0% of total assets (the "leverage capital ratio"). For all other banks, the minimum leverage capital ratio is 4.0%, unless a higher leverage capital ratio is warranted by the particular circumstances or risk profile of the institution.

The following table shows Warwick Savings' regulatory capital positions and ratios at March 31, 2004.

Actual
For Capital Adequacy
Purposes

To Be Well
Capitalized Under
Prompt Corrective
Action Provisions

Amount
Percent
Amount
Percent
Amount
Percent
Total Capital
     (to risk-weighted assets)
$59,493 16.98% $28,032 8.00% $35,040 10.00%
Tier 1 Capital
     (to risk-weighted assets)
55,007 15.70    14,016 4.00    21,024 6.00   
Tier 1 Capital
     (to average assets)
55,007 7.38    28,087 4.00    35,108 5.00   

The following table shows the Parent Company's regulatory capital positions and ratios as of March 31, 2004.

Actual Capital
For Capital Adequacy
Purposes

To Be Well
Capitalized

Amount
Percent
Amount
Percent
Amount
Percent
Total Capital
     (to risk-weighted assets)
$75,564 19.44% $31,092 8.00% $38,864 10.00%
Tier 1 Capital
     (to risk-weighted assets)
70,551 18.15    15,546 4.00    23,319 6.00   
Tier 1 Capital
     (to average assets)
70,551 9.47    29,794 4.00    N/A N/A   





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Item 3.  Quantitative And Qualitative Disclosures About Market Risk

          Quantitative and qualitative disclosure about market risk is presented at December 31, 2003 in the Company's Annual Report on Form 10-K, which was filed with the SEC on March 15, 2004. There have been no material changes in the Company's market risk at March 31, 2004 as compared to December 31, 2003. The Company's most significant form of market risk is interest rate risk, as the majority of its assets and liabilities are sensitive to changes in interest rates. As noted in Item 2, Management's Discussion and Analysis, the decrease in the Company's net interest income is due, in part, to the relative changes in yield and cost of the Company's assets and liabilities as a result of the decreasing market interest rates in 2002 and into 2003. Should market interest rates increase, the cost of interest-bearing liabilities may increase faster than the rates on interest-earning assets. Conversely, should market interest rates fall significantly below current levels, the Company's net interest margin may also be negatively impacted. Market risk is reviewed quarterly by the Company's Asset Liability Committee.

Item 4.  Controls and Procedures

          Evaluation of Disclosure Controls and Procedures: An evaluation of the Company's disclosure controls and procedures (as defined in Section 13(a)-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")) as of March 31, 2004 was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no changes in internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2004, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

          The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.



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PART II - OTHER INFORMATION

Item 1. Legal Proceedings
 
The Company is involved in legal proceedings incurred in the normal course of business. In the opinion of management, none of these proceedings are expected to have a material effect on the consolidated financial position or results of operations of the Company.
 
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchase of Equity Securities
 
Not applicable.
 
Item 3. Defaults upon Senior Securities
 
Not applicable.
 
Item 4. Submission of Matters to a Vote of Security Holders
 
Not applicable.
 
Item 5. Other Information
 
Not applicable.
 
Item 6. Exhibits and Reports on Form 8-K
 
(a) Exhibits
 
See Index to Exhibits.
 
(b) Reports on Form 8-K
 
On March 16, 2004, the Company filed a Form 8-K, dated March 18, 2004, with the SEC announcing the execution of a definitive merger agreement with Provident Bancorp, Inc.
 
On April 9, 2004, the Company filed a Form 8-K, dated April 9, 2004, with the SEC announcing a new Annual Meeting date will be determined.


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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.

Warwick Community Bancorp, Inc.
(Registrant)
 
 
 
Date: May 10, 2004 By: /s/ Fred G. Kowal
Fred G. Kowal
Chairman and Chief Executive Officer
(Duly Authorized Officer)
 
 
 
 
Date: May 10, 2004 By: /s/Arthur W. Budich
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)


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INDEX TO EXHIBITS

Exhibit
Number
Document
 
3.1        Certificate of Incorporation of Warwick Community Bancorp, Inc. (11)
 
3.2        Bylaws of Warwick Community Bancorp, Inc., as amended.
 
4.1        Certificate of Incorporation of Warwick Community Bancorp, Inc. (11)
 
4.2        Bylaws of Warwick Community Bancorp, Inc., as amended. See Exhibit 3.2.
 
4.3        Form of Stock Certificate of Warwick Community Bancorp, Inc. (1)
 
4.4        Rights Agreement between Warwick Community Bancorp, Inc. and Registrar and Transfer Company, dated as of October 17, 2000, as amended by Amendment No. One to the rights Agreement dated September 17, 2002 (6)
 
4.5        Form of Right Certificate (7)
 
4.6        Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of Warwick Community Bancorp, Inc. (7)
 
10.1        Employment Agreement by and between Warwick Community Bancorp, Inc. and Fred G. Kowal (8)
 
10.2        Amendment No. 1 to the Employment Agreement by and between Warwick Community Bancorp, Inc. and Fred G. Kowal (10)
 
10.3        Employment Agreement by and between Warwick Community Bancorp, Inc. and Ronald J. Gentile (2)
 
10.4        First Amendment to Employment Agreement by and between Warwick Community Bancorp, Inc. and Ronald J. Gentile (4)
 
10.5        Employment Agreement by and between Warwick Community Bancorp, Inc. and Arthur W. Budich (2)
 
10.6        First Amendment to Employment Agreement by and between Warwick Community Bancorp, Inc. and Arthur W. Budich (4)
 
10.7        Recognition and Retention Plan of Warwick Community Bancorp, Inc. (3)
 
10.8        First Amendment to the Recognition and Retention Plan of Warwick Community Bancorp, Inc. (5)
 
10.9        Second Amendment to the Recognition and Retention Plan of Warwick Community Bancorp, Inc. (8)
 


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10.10        Trust Agreement between Warwick Community Bancorp, Inc. and Orange County Trust Company for the Recognition and Retention Plan of Warwick Community Bancorp, Inc. (2)
 
10.11        Stock Option Plan of Warwick Community Bancorp, Inc. (3)
 
10.12        First Amendment to the Stock Option Plan of Warwick Community Bancorp, Inc. (5)
 
10.13        Form of Amended Stock Option Agreement for Directors under the Stock Option Plan of Warwick Community Bancorp, Inc (9)
 
10.14        Form of Amended Stock Option Agreement for Employees under the Stock Option Plan of Warwick Community Bancorp, Inc.(9)
 
10.15        Benefit Restoration Plan of The Warwick Savings Bank (1)
 
10.16        Grantor Trust Agreement by and between The Warwick Savings Bank and HSBC Bank USA for the Benefit Restoration Plan of The Warwick Savings Bank (2)
 
10.17        Change in Control Severance Plan of Warwick Community Bancorp, Inc. and Affiliates (9)
 
10.18        Supplemental Executive Retirement Plan of Warwick Community Bancorp, Inc. (12)
 
31.1        Rule 13a-14(a) Certification of Chief Executive Officer
 
31.2        Rule 13a-14(a) Certification of Chief Financial Officer
 
32           Section 1350 Certifications.



(1) Incorporated herein by reference to the Exhibits to the Company's Registration Statement on Form S-1, filed on September 19, 1997, Registration No. 333-36021.
 
(2) Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1998.
 
(3) Incorporated herein by reference to the Company's definitive Proxy Statement for the Special Meeting of Shareholders held on June 24, 1998.
 
(4) Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the transition period from June 1, 1998 to December 31, 1998.
 
(5) Incorporated herein by reference to the Company's definitive Proxy Statement for the Annual Meeting of Shareholders held on April 20, 1999.
 
(6) Incorporated herein by reference to the Exhibits to the Company's Registration Statement on Form 8-A, filed on October 18, 2000.
 
(7) Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
 


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(8) Incorporated herein by reference to the Exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

 
(9) Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
 
(10) Incorporated herein by reference to Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.
 
(11) Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
 
(12) Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003.


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END