ITEM 1. BUSINESS
	 (a) General Development of Business.
	 HUBCO, Inc. ("HUBCO" or "Registrant" or the "Company") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "Bank Holding Company Act"). HUBCO was organized under the laws of New Jersey in 1982 by Hudson United Bank for the purpose of creating a bank holding company for Hudson United Bank. HUBCO directly owns Hudson United Bank ("the Bank") and a second subsidiary, HUB Financial Services, Inc. HUBCO is also the indirect owner, through Hudson United Bank of an investment subsidiary and an inactive subsidiary. Each of HUBCO's direct and indirect subsidiaries is described below in this Item 1.
	 Growth of Hudson United Bank 			 	 Hudson United Bank was incorporated in 1890 as a state-chartered commercial bank. The bank took on its present name in a merger with United National Bank of Bergen County in 1972. In 1975, Hudson United Bank acquired an additional branch when it purchased Peoples Trust Company of Dunellen. In 1981, the bank sold one of its branches in Bloomfield, New Jersey. In 1983, the bank acquired another branch when it assumed the deposits and purchased certain assets of Pan American National Bank from the Federal Deposit Insurance Corporation ("FDIC") and began operating the former Pan American National Bank office in Union City, New Jersey as a branch of Hudson United Bank. Additional branches were opened in West New York, North Bergen, and Edgewater, New Jersey in 1986, 1988 and 1990, respectively.
		 Since October 1990, HUBCO has engaged in a series of acquisitions, which are briefly described below. As of the filing of this Form 10-K, the Company has two substantial acquisitions pending. In May, 1993, the Company and the Bank agreed to acquire Statewide Savings Bank, S.L.A. ("Statewide"), a mutual savings and loan association, in a merger-conversion transaction. Under the agreement, the Company will sell shares of its common stock to Statewide's eligible depositors and other voting members at a discounted price (which is the lesser of $18.00 per share, or 95% of the market price of HUBCO stock for the 10 trading days prior to the closing date) in an amount equal to the appraised value of Statewide as determined by an independent appraiser. The independent appraiser has, on a preliminary basis as of December 6, 1993, determined the appraised value of Statewide to be approximately $35 million. The Company's stockholders will be offered any remaining shares at the same price as the shares are offered to Statewide's depositors. Shares not sold to Statewide's eligible
depositors, other voting members and the Company stockholders are expected to be sold to the public at the then market price. As part of the transaction and simultaneously with the closing, Statewide will convert from a state savings and loan to a state mutual savings bank charter, from mutual to stock form and finally to a Commercial Bank Charter and then be merged into the Company's banking subsidiary, Hudson United Bank. As of the end of Statewide's last fiscal year on March 31, 1993, Statewide reported total assets, tangible net worth and net income of $518 million, $13.4 million and $5.1 million, respectively and had 13 branch offices serving Northern New Jersey markets. In December 1993, the Company filed a registration statement on Form S-3 for purposes of proceeding with the merger conversion and the sale of the Company's common stock. At about the same time, the Company, the Bank and Statewide filed various regulatory applications with the New Jersey Department of Banking, the Federal Deposit Insurance Corporation ("FDIC") and the Board of Governors of the Federal Reserve System ("FRB"). The New Jersey Department of Banking approved the applications that were filed by the Bank and by Statewide. However, the FDIC proposed a new policy and new interim regulations on mutual to stock conversions in January and February, 1994 and eventually, Statewide was required in March 1994 to file a new notice of conversion with the FDIC. On March 25, 1994, Statewide's notice of conversion was accepted by the FDIC for processing, but such processing may take up to 60 days. The policy of the FDIC on conversions, especially merger conversions, is still evolving and the effect of this on the approval of the Statewide transaction, is difficult to determine at this time. The transaction is subject to the approval of the FDIC and the FRB, neither of which have been received. The transaction is also subject to the approval of Statewide's depositors at a meeting to be held for that purpose. Statewide has the right to terminate the transaction if any of the approvals impose substantial conditions. The parties recently agreed to extend to the date after which either party could terminate the acquisition agreement to June 30, 1994.
	 The acquisition of Statewide has taken longer than the Company anticipated due to a variety of factors. As a consequence, the Company has incurred and continues to incur substantial expenses for legal, accounting and printing costs in connection with the acquisition. If the acquisition were not consummated these expenses, which have been capitalized, would impact the Company's earnings , and there could be in that quarter a decline in earnings compared to the prior quarter.
	 In November, 1993, the Company and its subsidiary bank agreed to acquire Washington Bancorp, Inc. and its subsidiary, Washington Savings Bank (together "Washington") for a combination of cash and convertible preferred stock with an aggregate consideration of approximately $40.5 million. In the transaction, approximately 51% of Washington's common stock will be converted into a new Class A Convertible preferred stock of the Company and 49% of Washington shares will be converted into cash at $16.10 per share, with Washington stockholders having the right to elect either cash or the preferred stock. Each full share of preferred stock will have a stated value of, and be redeemable for, $24.00 or be convertible into one share of Company common stock. The holders of the preferred
stock will be entitled to receive an annual dividend to be set annually on the basis of the average market price of the Company's common stock during a twenty consecutive business day period ending two days prior to the date the dividend is set. The dividend will range from $1.00 per share of preferred stock if the common stock is trading at $24.00 or higher, up to $1.68 per share if the common stock is trading below $19.00. If the common stock is trading between $19.00 and $23.99, the dividend will be between $1.56 and $1.10 per share. The shares are immediately convertible whenever HUBCO shares trade at an average price of $24.00 for a ten day period.
	 At December 31, 1993, Washington reported $282.6 million in assets and $2.8 million in earnings for the year and had eight branch offices serving Northern New Jersey markets. 	 Consummation of the transaction contemplated by the Washington Merger Agreement is subject to a number of conditions, including, among others, obtaining all necessary regulatory approvals and the approval of Washington's shareholders, the receipt by Washington of a fairness opinion and, to the extent necessary, the approval of the Company's stockholders. The Company has made a determination that a vote of the Company's stockholders will not be required. 	 The Company has the right to terminate the Washington Merger Agreement for a number of reasons, including if there is a material adverse change in the business, operations or financial condition of Washington. Under the material adverse change clause, but without limiting the definition of a material adverse change, the Company has the right to terminate the Washington Merger Agreement if Washington's largest non-performing loan, a loan of approximately $9.0 million, is not brought to performing status or if substantial steps are not taken to proceed with foreclosure on the loan. Although the Company anticipates that it will proceed with the acquisition of Washington, it continues to examine this loan and the circumstances surrounding the collateral. 	 The Company's acquisition philosophy is to seek in-market or contiguous market opportunities which can be accomplished with little dilution to earnings. Since October 1990, the Company has acquired the assets and liabilities of six institutions, adding to its assets and liabilities a total of $807.2 million in assets and $805.7 million in liabilities and expanding its branch network from 15 branches to 37 branches. Over 80% of these assets and liabilities were acquired through government assisted transactions which allows the Bank to reprice deposits, review loans and purchase only those loans which meet its underwriting criteria. The balance of the assets and liabilities were acquired in traditional negotiated private transactions which the Company believes present a different level of risk than the risk presented in government assisted transactions.
	 Summary of Acquisitions
	 The following chart summarizes the acquisitions undertaken by the Company since October 1990:
	 The Company's profitability and its financial condition may be significantly impacted by the continuing implementation of its acquisition strategy and by the consummation of the acquisition of Statewide and the acquisition of Washington.
	 If the acquisition of Statewide and the acquisition of Washington are both consummated, the Company will add 21 branch offices (some of which it may close) and approximately $781 million in assets, increasing the Company's branches by more than 50% and its assets by 75%. Moreover, it is likely that an expansion of this magnitude will necessitate substantially increased staffing in the Company's operations along with the increased revenue stream.
	 In addition to the other challenges presented by the acquisitions of Statewide and Washington, both institutions have a significant volume of non-performing assets, including non-accrual loans and real estate acquired in connection with collection actions on loans ("OREO properties"). At December 31, 1993, the Company had $11.5 million in non-performing assets, while Statewide had $12.5 million and Washington had $20.0 million. The Company does plan to utilize bulk sales of problem assets to reduce these non-performing assets.
The Company intends to continue to seek acquisition opportunities that arise in its market area. There can be no assurance that the Company will be able to acquire additional financial institutions or, if additional financial institutions are acquired, that these acquisitions will be managed successfully to enhance the profitability of the Company. 	 On November 8, 1993, the Company's Board of Directors authorized a stock repurchase plan and authorized management to repurchase up to 10% of its outstanding common stock per year beginning immediately. At that time, the Company had approximately 6.9 million shares outstanding. As of March 1, 1994, the Company had repurchased 455,081 shares at a cost of $10,131,898 , of which 12,300 shares have been reissued by the Company as awards
under its restricted stock plan and the balance of the Treasury shares will be reissued in the Statewide merger conversion stock offering. The Company's management currently does not have intentions to purchase additional shares under the stock repurchase plan but intends to re-examine the issue from time to time. The Company's last repurchase of shares was on January 24, 1994. 	 On January 14, 1994, the Company sold $25 million aggregate principal amount of subordinated debt in a private placement. The subordinated debentures bear interest at 7.75% per annum payable semi-annually. The debentures mature in 2004 (i.e., ten years after the date of original issuance) and payment of the principal of the debentures may be accelerated only upon the bankruptcy or insolvency of the Company or its major banking subsidiary. The debt was issued under an indenture intended to comply with the terms and conditions of the Trust Indenture Act of 1939 and the Company is obligated to register the subordinated debt with the SEC by July 13, 1994, for an exchange offer for registered securities or in a resale transaction. The subordinated debt has been structured to comply with the current rules of the Board of Governors of the Federal Reserve System regarding debt which will qualify as Tier 2 capital under the FRB capital adequacy rules. It may also be invested in the banking subsidiary as Tier I capital. The Company sold the debt as part of a long term strategy to raise capital and did not need the additional capital or funds raised to pay for existing acquisitions. The Company intends to use the net proceeds from the sale of the subordinated debt for general corporate purposes, including investments in and advances to the Company's subsidiaries, and for financing possible future acquisitions of deposits and banking assets. Pending such use, the Company or its subsidiaries may temporarily invest the net proceeds in investment grade securities. 	 The Company has outgrown the space at its headquarters office and commencing in the fourth quarter of 1993 the Company actively undertook a search for additional space to expand its headquarters operations. In March of 1994, the Company contracted to purchase a 64,350 square foot building in Mahwah, New Jersey to house the executive offices of the Company and the Company's data processing subsidiary, which will service the Bank's data processing and check processing needs and will offer its services to smaller banks in the New York and New Jersey area. The net increase in the Company's total other expenses directly attributable to this purchase is anticipated to be approximately one percent.
	 Other Subsidiaries
	 HUBCO has a second directly-owned subsidiary called HUB Financial Services, Inc., a data processing subsidiary formed in January 1983, which has primarily serviced automobile and equipment leases for Hudson United Bank, on a fee basis. In 1988 HUB Financial Services, Inc. received approval from the Federal Reserve Board for making, acquiring, selling and servicing real estate mortgage loans, and commenced operations as a mortgage broker.
	 In 1984, Hudson United Bank established a subsidiary corporation in Delaware to manage a portion of its investment portfolio and had contributed $20,033,509 of its investment portfolio to the corporation as of December 31, 1992. In February 1993, the assets of the Delaware Corporation were transferred up to its parent, Hudson United Bank, in the form of a dividend and the subsidiary was dissolved. In 1987, Hudson United Bank established a subsidiary corporation in New Jersey to manage a portion of its investment portfolio and to operate under state tax law as an investment company. As of December 31, 1993, $338,630,069 of the Bank's investment portfolio is being managed by the New Jersey corporation. Hudson United Bank also owns an inactive subsidiary, Lafayette Development Corp.
	 Unionization of Hudson United Bank
	 Hudson United Bank is administratively divided into three divisions: the Northern Division, the Southern Division and the Essex Division. The Southern Division of Hudson United Bank is unionized. Local 153 of the Office and Professional Employees International Union represents the bank's clerical staff in the Southern Division's bargaining unit. In February 1993, a three-year collective bargaining agreement was negotiated which provides for a modest increase in wages, an increase in hours of employment, contributions towards the cost of providing health care benefits and an increase in the annual pension benefit for employees with more than three years of service who were employed as of March 1, 1990. Currently, approximately 49% of the employees in the bargaining unit are members of the union. The collective-bargaining agreement expires February 28, 1996.
	 Regulatory Matters
	 There are a variety of statutory and regulatory restrictions governing the relations among HUBCO and its subsidiaries:
	 Capital Adequacy Guidelines
	 Bank holding companies must comply with the Federal Reserve Board's risk-based capital guidelines, which became effective on February 15, 1989 and were fully phased-in on December 31, 1992. Under the guidelines, risk weighted assets are calculated by assigning assets and certain off-balance sheet items to broad risk categories. The total dollar value of each category is then weighted by the level of risk associated with that category. As of December 31, 1992, minimum risk-based capital to risk based assets ratio of 8.00% must be attained. At least one half of an institution's total risk based capital must consist of Tier 1 capital, and the balance may consist of Tier 2, or supplemental, capital. Tier 1 capital consists primarily of common stockholder's equity along with preferred or convertible preferred stock, minus goodwill. Tier 2 capital consists of an institution's allowance for loan and lease losses, subject to limitation, hybrid capital instruments and certain subordinated debt. The allowance for loan and lease losses which is considered Tier 2 capital is limited to l.25% of an institution's risk-based assets. As of December
31, 1993, HUBCO's total risk-based capital ratio was 14.85% consisting of a Tier 1 ratio of 13.60% and a Tier 2 ratio of l.25%. Both ratios exceed the requirements under these regulations.
In addition, the Federal Reserve Board has promulgated a leverage capital standard, with which bank holding companies must comply. Bank holding companies must maintain a minimum Tier l capital to total assets ratio of 3%. However, institutions which are not among the most highly rated by federal regulators must maintain a ratio 100-to-200 basis points above the 3% minimum. As of December 31 1993, HUBCO had a leverage capital ratio of 7.22%.
The FDIC also imposes risk based and leverage capital guidelines on Hudson United Bank. These guidelines and the ratios to be met are substantially similar to those imposed by the Federal Reserve Board. If a bank does not satisfy the FDIC's capital requirements, it will be deemed to be operated in an unsafe and unsound manner and will be subject to regulatory action. As of December 31, 1993, Hudson United Bank had a risk weighted capital ratio of 13.94% and a leverage capital ratio of 6.70%. These ratios exceed the requirements under the FDIC regulations. See also "Management's Discussion and Analysis of Financial Condition and Results of Operation - Capital."
	 Restrictions on Dividend Payments
	 The payment of dividends by the Bank to HUBCO is regulated. Under the New Jersey Banking Act of 1948, as amended, Hudson United Bank may pay dividends only out of retained earnings, and out of surplus to the extent that surplus exceeds 50 percent of stated capital. Under the Financial Institutions Supervisory Act, the FDIC has the authority to prohibit a state-chartered bank from engaging in conduct which, in the FDIC's opinion, constitutes an unsafe or unsound banking practice. Under certain circumstances, the FDIC could claim that the payment of a dividend or other distribution by a bank to its sole shareholder constitutes an unsafe or unsound practice.
	 Restrictions on Transactions Between HUBCO and the Bank
	 The Banking Affiliates Act of 1982, as amended, severely restricts loans and extensions of credit by the Bank to HUBCO and HUBCO affiliates (except affiliates which are banks). In general, such loans must be secured by collateral having a market value ranging from 100% to 130% of the loan, depending upon the type of collateral. Furthermore, the aggregate of all loans from the Bank to HUBCO and its affiliates may not exceed 20% of that Bank's capital stock and surplus and, singly to HUBCO or any affiliate, may not exceed l0% of the Bank's capital stock and surplus. Similarly, the Banking Affiliates Act of 1982 also restricts the Bank in the purchase of securities issued by, the acceptance from affiliates of loan collateral consisting of securities issued by, the purchase of assets from, and the issuance of a guarantee or standby letter- of-credit on behalf of, HUBCO or any of its affiliates.
	 Holding Company Supervision
	 Under the Bank Holding Company Act, HUBCO may not acquire directly or indirectly more than 5 percent of the voting shares of, or substantially all of the assets of, any bank without the prior approval of the Federal Reserve Board. HUBCO cannot acquire any bank located outside New Jersey unless the law of such other state specifically permits the acquisition.
	 In general, the Federal Reserve Board, under its regulations and the Bank Holding Company Act, regulates the activities of bank holding companies and non-bank subsidiaries of banks. The regulation of the activities of banks, including bank subsidiaries of bank holding companies, generally has been left to the authority of the supervisory government agency, which for Hudson United Bank is the New Jersey Department of Banking (the "Department").
	 Interstate Banking Authority
	 New Jersey law allows New Jersey banking organizations to acquire or be acquired by banking organizations in other states on a "reciprocal" basis (i.e., provided the other state's laws permit New Jersey banking organizations to acquire or be acquired by banking organizations in that state on substantially the same terms and conditions applicable to banking acquisitions solely within the state).
	 FIRREA
	 The Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") established new capital standards and enhanced regulatory oversight of the thrift industry. Many thrifts were unable to comply with the new regulations creating opportunities for mergers and acquisitions by commercial banks as well as other thrift institutions. From time to time, HUBCO investigates potential opportunities that arise as the result of this legislation and the enforcement of regulations promulgated thereunder.
	 While FIRREA focuses primarily on the recovery and reform of the savings and loan industry, there are provisions which affect commercial banks. Such provisions include a new deposit insurance system, increased deposit insurance premiums, restrictions on acceptance of brokered deposits and increased consumer-related disclosure requirements. 	 	 Recent Regulatory Enactments
	 The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted in December 1991. FDICIA was primarily designed to provide additional financing for the FDIC by increasing its borrowing ability. The FDIC was given the authority to increase deposit insurance premiums to repay any such borrowing. In addition, FDICIA identifies the following capital standard categories for financial institutions: well
capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. As a result of FDICIA, the various banking regulatory agencies have set certain capital and other measures for determining the categories into which financial institutions fall. FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions depending on the category in which an institution is classified. Pursuant to FDICIA, undercapitalized institutions must submit recapitalization plans, and a company controlling a failing institution must guarantee such institution's compliance with its plan. FDICIA also required the various regulatory agencies to prescribe certain non-capital standards for safety and soundness relating generally to operations and management, asset quality and executive compensation, and permits regulatory action against a financial institution that does not meet such standards. The agencies have implemented some of those regulations and have proposed to implement others.
The deposits of the Bank are insured up to applicable limits by the FDIC. Accordingly, the Bank is subject to deposit insurance assessments to maintain the Bank Insurance Fund (the "BIF") of the FDIC. As of January 1, 1993, the FDIC began a risk-based insurance assessment system. This approach is designed to ensure that a banking institution's insurance assessment is based on three factors: the probability that the applicable insurance fund will incur a loss from the institution; the likely amount of the loss; and the revenue needs of the insurance fund. Management believes that the provision of FDICIA and the risk-based insurance assessment will not have a material effect upon the financial position of HUBCO.
	 Source of Strength Doctrine
	 According to Federal Reserve Board policy, bank holding companies are expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each such subsidiary. This support may be required at times when a bank holding company may not be able to provide such support. Furthermore, in the event of a loss suffered or anticipated by the FDIC - either as a result of default of a bank subsidiary of the Company or related to FDIC assistance provided to the subsidiary in danger of default - the other bank subsidiaries of the Company may be assessed for the FDIC's loss, subject to certain exceptions.
	 (b) Industry Segments.
	 The Registrant has one industry segment -- commercial banking.
(c) Narrative Description of Business.
	 HUBCO exists primarily to hold the stock of its subsidiaries. During 1993, HUBCO had two directly-owned subsidiaries -- Hudson United Bank and HUB Financial Services, Inc. In addition, HUBCO, through Hudson United Bank, indirectly owns two additional subsidiaries. The historical growth of, and regulatory scheme affecting, each of HUBCO's direct and indirect subsidiaries is described in Item 1(a) above, which is incorporated herein by reference.
	 HUBCO is a legal entity separate from its subsidiaries. The stock of the Bank is HUBCO's principal asset. Dividends from Hudson United Bank are the primary source of income for HUBCO. As explained above in Item 1(a), legal and regulatory limitations are imposed on the amount of dividends that may be paid by the Bank to HUBCO.
	 Hudson United Bank currently maintains its head office in Union City, New Jersey. The Bank operates out of 37 offices in six northern New Jersey counties. Of these offices, all but one are located in the northern New Jersey counties of Bergen, Essex, Hudson, Morris and Passaic. One other branch is located in Dunellen, Middlesex County, New Jersey. HUBCO owns a two-story building one block from Hudson United Bank's main office which HUBCO is leasing to the Bank as an operations center. In March of 1994, HUBCO contracted to purchase a 64,350 square foot building in Mahwah, New Jersey to house the executive offices of HUBCO and the Company's data processing subsidiary, which will service the Bank's data processing and check processing needs and will offer its services to smaller banks in the New York and New Jersey area.
	 At December 31, 1993, HUBCO through its subsidiaries had deposits of $935,687,813, net loans of $518,579,459 and total assets of $1,041,824,323. HUBCO ranked 12th among New Jersey commercial banks and bank holding companies in terms of asset size as of December 31, 1993.
	 The Bank is a full service commercial bank and offers the services generally performed by commercial banks of similar size and character, including checking, savings, and time deposit accounts, certificates of deposit, trust services, safe deposit boxes, secured and unsecured personal and commercial loans and residential and commercial real estate loans. The principal focus of the Bank is its local market place.
	 The Bank's deposit accounts are competitive in the current environment and include money market accounts and a variety of interest- bearing transaction accounts.
	 In the lending area, the Bank primarily engages in consumer lending, commercial lending and real estate lending activities.
	 Hudson United Bank offers a variety of trust services. At December 31, 1993, the Trust Department had approximately $99,571,000 of assets under management or in its custodial control.
	 There are over 100 commercial banks throughout New Jersey, many of which have offices in Northern New Jersey. In addition, large banks in New York City compete for the business of New Jersey residents and businesses located in HUBCO's primary areas of trade. A number of other depository institutions compete for the business of individuals and commercial enterprises in New Jersey including savings banks, savings and loan associations, brokerage houses, financial subsidiaries of the retail industry and credit unions. Other financial institutions, such as mutual funds, consumer finance companies, factoring companies, and insurance companies, also compete with HUBCO for both loans and deposits. Competition for depositors' funds, for creditworthy loan customers and for trust business is intense.
	 Despite intense competition with institutions commanding greater financial resources, the Bank's supply of funds has imposed no substantial impediment to its normal lending functions. While the Bank is limited to making commercial loans to a single borrower in an amount not to exceed fifteen percent of its capital and has a "house limit" significantly below that level, it has, on occasion, arranged for participation by other banks in larger loan accommodations.
	 The Bank has focused on becoming an integral part of the communities it serves. Officers and employees are trained to meet the needs of their customers and emphasis is placed on addressing the needs of the local communities served.
	 HUBCO and its subsidiaries had 400 full-time employees and 87 part-time employees as of December 31, 1993, compared to 388 full-time and 68 part-time employees at the end of 1992.
	 (d) Financial Information about foreign and 	 domestic operations and export sales.
	 Not Applicable
	 (e) Executive Officers of the Registrant
	 The following table sets forth certain information as to each executive officer of HUBCO who is not a director.
NAME,AGE AND POSITION WITH OFFICER OF PRINCIPAL OCCUPATION HUBCO HUBCO SINCE DURING PAST FIVE YEARS
D. Lynn Van Borkulo- 1988 1st Sr. Vice President, Hudson Nuzzo, 44 United Bank, Corporate 				 Secretary, HUBCO; at Hudson 				 United Bank since 1967. Last 				 five years has progressed from 				 V.P. and Sr. Trust Officer to 				 V.P. Commercial Loans, to S.V.P. 				 Corporate Affairs. Was promoted 				 to 1st SVP in 1988.
Christina L. Maier, 40 1987 Assistant Treasurer of HUBCO and 				 Senior Vice President and 				 Controller of the Bank; at 				 Hudson United Bank since 1979. 				 Last five years served as 				 Controller; promoted to Senior 				 Vice President in 1988.
	 (f) Statistical Disclosure Required Pursuant to 	 Securities Exchange Act, Industry Guide 3.
	 The statistical disclosures for a bank holding company required pursuant to Industry Guide 3 are contained in HUBCO's 1992 Annual Report on pages 8-10 and 14-17, and on the following pages of this Report on Form 10-K:
							 PAGES(S) OF 			 ITEM OF GUIDE 3 THIS REPORT 				
II. Investment Portfolio . . . . . . . . . . . . . . . . . 17
III. Loan Portfolio . . . . . . . . . . . . . . . . . . . . 18-20
IV. Summary of Loan Loss Experience. . . . . . . . . . . . 21-21a
V. Deposits . . . . . . . . . . . . . . . . . . . . . . . 22
VI. Return on Equity and Assets. . . . . . . . . . . . . . 23
VII. Short-Term Borrowings. . . . . . . . . . . . . . . . . 24-25
		 HUBCO, Inc. and Subsidiaries
			S.E.C. GUIDE 3 - ITEM II
			 INVESTMENT PORTFOLIO
		 Book Value at End of Each Report Period
					 December 31 		 		 1993 1992 1991 			 		(In Thousands of Dollars) U.S. Treasury and Other U.S. Government Agencies and Corporations $391,098 $291,377 $ 89,613 State and Political Subdivisions 25,652 16,068 13,158 Other Securities 4,833 14,424 35,928 Common Stock 5,102 592 155 Preferred Stock 0 61 61 		 		________ ________ ________ 		 TOTAL $426,685 $322,522 $138,915 				======== ======== ========
Weighted average yields on tax-exempt obligations have been computed on a fully tax-equivalent basis assuming a tax rate of 35 percent.
		 HUBCO, Inc. and Subsidiaries
			S.E.C. GUIDE 3 - ITEM III
			 LOAN PORTFOLIO
		 Types of Loans At End of Each Reported Period
			 			December 31 			 1993 1992 1991 1990 1989 Commercial, Financial, and Agricultural $119,563 $129,550 $132,090 $118,734 $107,335
Real Estate - Construction 7,117 3,777 3,108 7,422 7,102
Real Estate - Mortgage 330,018 298,995 257,064 157,558 136,101 		 Installment 77,945 86,903 77,334 86,766 112,510
Lease Financing 122 1,644 6,158 14,258 26,338
Foreign -- -- -- -- -- 			________ ________ ________ ________ ________ TOTAL $534,765 $520,869 $475,754 $384,738 $389,386 	 		======== ======== ======== ======== ========
		 HUBCO, Inc. and Subsidiaires
			S.E.C. GUIDE 3 - ITEM III 			 LOAN PORTFOLIO
The following table shows the maturity of loans (excluding residential mortgages of 1-4 family residences, installment loans and lease financing) outstanding as of December 31, 1993. Also provided are the amounts due after one year classified according to the sensitivity to changes in interest rates.
	 Maturities and Sensitivity to Changes in Interest Rates
				 MATURING
			 		 After One After 			 Within But Within Five 			 One Year Five Years Years Total Commercial, Financial, and Agricultural $ 58,037 $32,990 $28,536 $119,563
Real Estate Construction 5,652 1,465 - 0 - 7,117
Real Estate - Mortgage 75,722 43,897 18,571 138,190 			 ________ _______ _______ ________ 			 	TOTAL $139,411 $78,352 $47,107 $264,870 			 ======== ======= ======= ========
					 INTEREST SENSITIVITY
					 Fixed Variable 					 Rate Rate
Due After One But Within Five Years $48,815 $29,537
Due After Five Years 26,501 20,606 					 _______ _______
	TOTAL $75,316 $50,143 					 ======= =======
				 HUBCO, Inc. and Subsidiaries
				 S.E.C. GUIDE 3 - ITEM III
					 LOAN PORTFOLIO
				Nonaccrual, Past Due and Restructured Loans
			 			December 31 			 1993 1992 1991 1990 1989 			 ____ ____ ____ ____ ____ 					 (In Thousands of Dollars)
Loans accounted for on a nonaccrual basis $5,534 $4,248 $4,160 $8,224 $3,332
Loans contractually past due 90 days or more as to interest or principal payments 1,443 1,409 1,181 894 1,778
Loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower 2,177 2,257 3,527 808 - 0 -
	 At the end of the reporting period, there were no loans not disclosed under the preceding two sections where known information about possible credit problems of borrowers causes management of the Company to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans in the two preceding sections in the future.
	 At December 31, 1993 and 1992, there were no concentrations of loans exceeding 10% of total loans which are not otherwise disclosed as a category of loans pursuant to Item III.A. of Guide 3.
-21a-
			 HUBCO, Inc. and Subsidiaries
				 S.E.C. GUIDE 3 - ITEM V
					 DEPOSITS
The following table sets forth average deposits and average rates for each of the years indicated.
									 				 					 			 1993 1992 1991 	 		 Amount Rate Amount Rate Amount Rate 				 (In Thousands of Dollars)
Domestic Bank Offices:
Non-interest-bearing demand deposits $185,848 $152,397 $113,504 							 Interest-bearing demand deposits 112,836 2.74% 97,494 3.34% 63,348 4.84% 					 Savings deposits 342,540 2.58 278,925 3.26 174,557 4.86
Time deposits 251,128 3.37 303,029 4.54 197,020 6.53
Foreign bank offices -- -- -- 			 ________ ________ ________
TOTAL $892,352 $831,845 $548,429 		 	 ======== ======== ========
Maturities of time certificates of deposit and other time deposits of $100,000 or more issued by domestic offices, outstanding at December 31, 1993 are summarized as follows:
				 Time 			 Certificates Other Time 			 of Deposit Deposits Total
3 months or less $12,000 $--- $12,000
Over 3 through 6 months 5,030 --- 5,030
Over 6 through 12 months 4,636 --- 4,636
Over 12 months 1,985 --- 1,985 			 _______ ____ _______ 			 $23,651 $--- $23,651 			 ======= ==== =======
			 HUBCO, Inc. and Subsidiaries
				 S.E.C. GUIDE 3 - ITEM VI
				 RETURN ON EQUITY AND ASSETS
				 Year Ended December 31,
				 1993 1992 1991
Return on Average Assets 1.44% 1.05% .82%
Return on Average Equity 19.34 17.38 12.75
Dividend Payout Ratio 23.00 25.04 33.44
Average Equity to Average Assets Ratio 7.44 6.04 6.45
			 HUBCO, Inc. and Subsidiaries
			 S.E.C. GUIDE 3 - ITEM VII
			 SHORT-TERM BORROWINGS
The following table shows the distribution of the Company's short-term borrowings and the weighted average interest rates thereon at the end of each of the last three years. Also provided are the maximum amount of borrowings and the average amounts of borrowings as well as weighted average interest rates for the last three years. The term for each type of borrowing disclosed is one day.
				 Federal Funds 				 Purchased and 				 Securities Sold 				 Under Agreement Other Short- 				 to Repurchase Term Borrowings 					(In Thousand of Dollars) Year ended December 31:
1993 $19,629 $1,000
1992 14,133 1,000
1991 12,040 1,000
Weighted average interest rate at year end:
1993 2.50% 2.95%
1992 2.92 3.05
1991 4.02 4.22
Maximum amount outstanding at any month's end:
1993 $29,269 $1,000
1992 17,010 1,000
1991 24,574 1,000
Average amount outstanding during the year:
1993 $14,603 $ 938
1992 14,500 928
1991 13,790 929
				 Federal Funds 				 Purchased and 				 Securities Sold 				 Under Agreement Other Short- 				 to Repurchase Term Borrowings 					(In Thousand of Dollars)
Weighted average interest rate during the year:
1993 2.28% 3.09%
1992 3.31 4.00
1991 4.79 6.11
ITEM 2.
ITEM 2. PROPERTIES
The corporate headquarters of HUBCO and the main office of Hudson United Bank are located in a four story facility in Union City, New Jersey. The property is approximately 42,400 square feet and is owned by Hudson United Bank. Hudson United Bank occupies 36 additional branch offices, of which 18 are owned and 18 are leased.
All leased properties have rental payments at or below fair market value. Of the eighteen properties leased, one has an option to purchase and nine have renewal options for terms of five to sixty-four years. The remaining eight locations have expiration dates ranging from 1995- 2005.
The data processing and deposit services center for the Bank is located in a two-story building in Union City, New Jersey, which is approximately 14,000 square feet. The building is owned by HUBCO and leased to Hudson United Bank. HUBCO has outgrown the space at its headquarter's office and commencing in late December 1993, HUBCO actively undertook a search for additional space to expand its headquarter's operations. In March of 1994, HUBCO purchased a 64,350 square foot building in Mahwah, New Jersey, to house the executive offices of HUBCO and the Company's data processing subsidiary.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, lawsuits and claims may be brought by and may arise against HUBCO and its subsidiaries. In the opinion of management, no legal proceedings which have arisen in the normal course of the Company's business and which are presently pending or threatened against HUBCO or its subsidiaries, when resolved, will have a material adverse effect on the business or financial condition of HUBCO or any of its subsidiaries.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Shareholders of HUBCO during the fourth quarter of 1993.
				 PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 	 STOCKHOLDER MATTERS.
As of December 31, 1993, HUBCO had approximately 1,596 shareholders.
HUBCO's common stock was listed on the American Stock Exchange during 1992. Effective March 1, 1993, HUBCO is listed on the Nasdaq National Market. The following represents the high and low sale prices from each quarter during the last two years. The numbers have been restated to reflect a 10% stock dividend paid by HUBCO on June 1, 1993.
			 			 High Low
1st Quarter $24 5/8 $16 2nd Quarter 24 3/8 19 3rd Quarter 25 1/4 20 1/4 4th Quarter 24 1/4 20
				High Low
1st Quarter $12 1/2 $ 8 3/8 2nd Quarter 12 5/8 10 5/8 3rd Quarter 13 11 3/8 4th Quarter 16 7/8 12
The following table shows the per share quarterly cash dividends paid upon the common stock over the last two years.
		1993 1992
	 March 1 $.10 March 1 $.09 	 June 1 .11 June 1 .09 	 September 1 .11 September 1 .09 	 December 1 .12 December 1 .10 	 December 1 .03 (extra) December 1 .03 (extra)
Dividends are generally declared within 30 days prior to the payable date, to stockholders of record l0-20 days after the declaration date.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA 	 (In Thousands Except For Per Share Amounts)
	 Reference should be made to pages 4-6 of this Report on Form 10-K for a discussion of recent acquisitions which affect the comparability of the information contained in this table.
			 1993 1992 1991 1990 1989
Net Interest Income $ 47,018 $ 41,013 $ 26,472 $ 22,991 $ 23,293
Provision for Loan 3,600 4,116 2,312 4,150 1,860 Losses
Net Income 14,202 9,641 5,021 2,215 3,309
Per Share Data(1) Net Income 2.06 1.58 1.01 .45 .67 Cash Dividends .47 .40 .33 .33 .33 Declared
Balance Sheet Totals: Total Assets-12/31 1,041,825 931,911 673,159 595,128 548,132 Long Term Debt-12/31 - - 763 831 899 Average Equity - 73,451 55,467 39,367 37,634 37,123 for year Average Assets - 987,894 918,116 610,297 549,704 530,556 for year
(1) Per share data is adjusted retroactively to reflect a 10% stock dividend paid November 15, 1991 to stockholders of record on November 6, 1991, and a 10% stock dividend paid June 1, 1993 to stockholders of record on May 11, 1993.
ITEM 7.
ITEM 7.
HUBCO'S 1993 Annual Report contains on pages 6 through 22, the information required by Item 7 and that information is incorporated herein by reference. That discussion is supplemented by the following information.
On March 18, 1994, HUBCO entered into an interest rate exchange agreement (the "agreement") for the purpose of hedging the interest rate related to the $25,000,000 subordinated debt issued in January, 1994. The agreement is a contractual agreement between HUBCO and its counterparty to exchange fixed and floating rate interest obligations without exchange of the underlying notional amount of $25,000,000. The agreement was entered into in an effort to lower the overall cost of borrowings. such agreement involves interest rate risk. If interest rates increase, the benefit resulting from the agreement
will be diminished. The notional principal amount is used to express the volume of the transaction involved in this agreement; however, this amount does not represent exposure to credit loss. HUBCO's counterparty to the agreement is the fixed rate payor on the agreement and HUBCO is the floating rate payor on the agreement. The The floating rate is reset every three months. As of the date of the agreement, the net reduction in the interest rate on the subordinated debt was 1.65%. The original term of this agreement is 3 years.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HUBCO's 1992 Annual Report contains on pages 23 through 36, the information required by Item 8 and that information is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 	 ACCOUNTING AND FINANCIAL DISCLOSURE
In March 1991, the Audit Committee of the Board of Directors of the Company recommended that Arthur Andersen be engaged as the Company's independent accountants to audit the books and records of the Company for 1991. The Company did not have any disagreement with Ernst & Young on any matter of accounting principles or practice, financial statement disclosure, or auditing scope or procedure. Ernst & Young's year-end reports did not contain an adverse opinion or a disclaimer of opinion and were not qualified as to uncertainty, audit scope, or accounting principles. The Audit Committee's recommendation was approved by the Board of Directors on March 26, 1991.
			 PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	 HUBCO's Proxy Statement for its 1994 Annual Meeting on pages 4 to 6, under the caption "Proposal I - Election of Directors", contains the information required by Item 10 with respect to directors of HUBCO and certain information with respect to executive officers and that information is incorporated herein by reference. Certain additional information regarding executive officers of HUBCO, who are not also directors, appears under subsection (e) of Item 1 of this Form 10-K.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
	 HUBCO's Proxy Statement for its 1994 Annual Meeting contains on pages 10 to 20, under the caption "Executive Compensation", and on page 22 under the caption "Compensation Committee Interlocks and Insider Participation", the information required by Item 11 and that information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 	 MANAGEMENT
	 HUBCO's Proxy Statement for its 1994 Annual Meeting contains on pages 7 to 9, under the caption "Stock Ownership of Management and Principal Shareholders", the information required by Item 12 and that information is incorporated herein by reference. The Company knows of no person or group which is the beneficial owner of more than five percent of any class of the Company's voting securities, except as set forth on pages 7 and 8 of HUBCO's Proxy Statement for its 1994 Annual Meeting.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	 HUBCO's Proxy Statement for its 1994 Annual Meeting on page 22 under the captions "Compensation Committee Interlocks and Insider Participation" and "Certain Transactions with Management", contains the information required by Item 13 and that information is incorporated herein by reference.
			 PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS 	 ON FORM 8-K
(a) (1) & (2) List of Financial Statements and Financial 	 Statement Schedules
The below listed consolidated financial statements and report of independent public accountants of HUBCO, Inc. and subsidiaries, included in the Annual Report of the Registrant to its Shareholders for the year ended December 31, 1993, are incorporated by reference in Item 8:
Reports of Independent Public Accountants
Consolidated Balance Sheets at 	 December 31, 1993 and 1992
Consolidated Statements of Income for the Years 	 Ended December 31, 1993, 1992 and 1991
Consolidated Statements of Changes in Stockholders' 	 Equity for the Years Ended December 31, 1993, 	 1992 and 1991
Consolidated Statements of Cash Flows for the Years 	 Ended December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
Schedules to the Consolidated Financial Statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted.
(a) (3) Exhibits
List of Exhibits
(2a) Agreement and Plan of Reorganization dated as of May 21, 1993, between HUBCO, Hudson and Statewide, together with Exhibit A, the Plan of Conversion. (Incorporated by reference from the Company's Current Report on Form 8-K dated May 21, 1993.)
(2b) Agreement and Plan of Merger dated as of November 8, 1993, between HUBCO, Inc., Hudson United Bank and Washington Bancorp, Inc. and Washington Savings Bank. (Incorporated by reference from the Company's Current Report on Form 8-K dated November 8, 1993.)
(3a) The Certificate of Incorporation of HUBCO, Inc. filed May 5, 1982 and amendments to the Certificate of Incorporation, dated November 22, 1983, January 30,1984 January 11, 1985, July 17, 1986, March 25, 1987, April 26, 1991, November 26, 1991, March 25, 1992 and May 17, 1993.
(3b) The By-Laws of HUBCO, Inc.
(4) Indenture dated as of January 14, 1994 between HUBCO, Inc. and Summit Bank as Trustee for $25,000,000 7.75% Subordinated Debentures due 2004.
(10a) Employment contract with Kenneth T. Neilson. (Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Exhibit (10a).
(10b) Employment contract with James E. Schierloh. (Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Exhibit (10b).
(10c) Employment contract with D. Lynn Van Borkulo. (Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Exhibit (10c).
(10d) Collective Bargaining Agreement with Local 153 of the Office and Professional Employees International Union, dated January 26, 1993. (Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Exhibit (10d).
(10e) Purchase and Assumption Agreement dated April 14, 1993, among the Company, Hudson United Bank, Ramapo Financial Corporation and The Ramapo Bank. (Incorporated by reference from the Company's Current Report on Form 8-K dated April 14, 1993.)
(13) 1993 Annual Report to Shareholders
(22) List of Subsidiaries.
(24) Consent of Arthur Andersen & Co.
(b) Reports on Form 8-K
Form 8-K dated November 8, 1993
Item 5. Other Events -- Reported on the announcement by the Company that it and its principal subsidiary, Hudson United Bank, have entered into an Agreement and Plan of Merger with Washington Bancorp, Inc. and Washington Savings Bank, pursuant to which HUBCO will acquire Washington Bancorp, Inc. for a combination of securities and cash.
Item 7. Exhibits -- Included Agreement and Plan of Merger dated as of November 8, 1993, Stock Option Agreement between Washington Bancorp, Inc. and HUBCO, Inc. dated November 8, 1993 and press release dated November 8, 1993.
SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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.
			 HUBCO, INC.
			 By:s/ James E. Schierloh 				 James E. Schierloh 				 Chairman of the Board
Dated: March 22, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date 						
s/James E. Schierloh Chairman of the James E. Schierloh Board and Director March 22, 1994
s/Kenneth T. Neilson President and March 22, 1994 Kenneth T. Neilson Director
s/Robert J. Burke Director March 22, 1994 Robert J. Burke
s/Henry G. Hugelheim Director March 22, 1994 Henry G. Hugelheim
s/Harry J. Leber Director March 22, 1994 Harry J. Leber
s/Charles F.X. Poggi Director March 22, 1994 Charles F. X. Poggi
		 s/Sr. Grace Frances Strauber Director March 22, 1994 Sister Grace Frances Strauber
s/Edwin Wachtel Director March 22, 1994 Edwin Wachtel
s/Christina L. Maier Assistant March 22, 1994 Christina L. Maier Treasurer