8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 30, 2006

YARDVILLE NATIONAL BANCORP

(Exact Name of Issuer as Specified in Charter)

NEW JERSEY (State or Other Jurisdiction of Incorporation or Organization) 000-26086 (Commission File Number) 22-2670267 (I.R.S. Employer Identification Number)

2465 KUSER ROAD, HAMILTON, NEW JERSEY 08690

(Address of Principal Executive Offices)

(609) 585-5100

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.02. Results of Operations and Financial Condition.

On January 30, 2006, Yardville National Bancorp (the “Registrant”) issued a press release reporting its financial results for the fourth quarter and fiscal year ended December 31, 2005. A copy of the press release was attached as an exhibit to Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2006.

This Amendment No. 1 on Form 8-K/A corrects certain errors in the unaudited consolidated statements of condition and the financial summaries of average balances, yields and costs, each an “average balance sheet,” furnished with the referenced press release and Current Report. Specifically, corrections have been made to the unaudited consolidated statements of condition with respect to a reclassification between non-interest bearing and interest bearing deposits at December 31, 2005, to the unaudited three-month average balance sheet with respect to the average balance and average cost of savings, money markets, and interest bearing demand deposits and the average balance of other liabilities, each for the three-month period ended December 31, 2005, and to the unaudited twelve-month average balance sheet with respect to the average balances of savings, money markets, and interest bearing demand deposits and other liabilities, each for the twelve-month period ended December 31, 2005.

A copy of the corrected press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed with this Form 8-K/A:

Exhibit No.	Description
99.1	Press Release dated January 30, 2006.

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 hereunto duly authorized.

	YARDVILLE NATIONAL BANCORP
Date: February 16, 2006	By:         Stephen F. Carman                     Stephen F. Carman Vice President and Treasurer

INDEX OF EXHIBITS

Exhibit No.	Description
99.1	Press Release dated January 30, 2006.

EX-99.1

For Release: IMMEDIATELY

Contact:	Stephen F. Carman, Treasurer	(609) 631-6222 or carmans@ynb.com
	Patrick M. Ryan, CEO	(609) 631-6177
	Leonardo G. Zangani	(908) 788-9660 or office@zangani.com
	YNB’s website	www.ynb.com

YARDVILLE NATIONAL BANCORP ANNOUNCES FOURTH

QUARTER AND 2005 RESULTS

Hamilton, N.J.- January 30, 2006- Yardville National Bancorp, (NASDAQ:YANB) following its established strategic business plan, reported strong results for 2005, today announcing a double digit increase in net income for 2005 when compared to the prior year. For the full year, net income increased $2.4 million to $20.9 million, a 13.0 percent gain from the $18.5 million reported in 2004. Diluted earnings per share for the full year increased 10.5 percent to $1.89 when compared with the prior year.

Despite the flattening of the yield curve and increased competition, YNB raised its net interest income 17.7 percent for 2005. In addition, YNB was also able to improve its 2005 tax-equivalent net interest margin 7.8 percent to 3.05 percent from 2.83 percent for the prior year, through effective pricing of loans and deposits in a rising interest rate environment.

Net income and diluted earnings per share for the fourth quarter were reduced by 8.5 percent and 9.3 percent, respectively, when compared with the fourth quarter of 2004. The primary factor for the decline was a $2.0 million higher provision for loan losses in the fourth quarter of 2005 compared to the same quarter in 2004. Net income was $4.3 million and diluted earnings per share totaled $0.39 for the quarter ended December 31, 2005.

YNB’s growth and profitability is based on the success of its dynamic retail strategy, and that continued unabated as the year concluded. The bank opened its second Bucks County office in Morrisville, PA in the fourth quarter of 2005, and an additional branch in Lawrence Township, Mercer County, NJ in the Route 1 corridor. YNB also opened its first branch in Ocean County, NJ in January 2006. Coupling this geographic expansion with new products and innovative marketing campaigns has enabled YNB to increase deposits and, as a result, has contributed to the growth in net interest income. Total deposits at December 31, 2005 increased to $1.97 billion from $1.81 billion a year ago.

“We are pleased that our strategy of retail growth to support further expansion of commercial lending produced positive results in 2005,” stated YNB COO F. Kevin Tylus. “Although we function in an increasingly competitive marketplace, YNB’s relationship-based community banking model of local decision making and access to top management allows us to grow and thrive. We have a well-defined strategic plan for the future, and feel confident that it can be accomplished,” he concluded.

Increased competition continues to be a factor in the marketplace, yet total loans for 2005, led by commercial loans, increased a respectable 10.7 percent, year over year, totaling $1.97 billion compared to $1.78 billion at the end of 2004. Nonperforming assets increased to $18.6 million, or 0.63 percent of total assets at December 31, 2005, compared to $10.0 million, or 0.36 percent of total assets at the same date in 2004. The increase in nonperforming assets was due in large part to an $8.7 million commercial loan relationship that became nonperforming in the fourth quarter. In connection with the chargeoff of $4.5 million associated with that loan, YNB increased its provision for loan losses in the fourth quarter

of 2005. The allowance for loan losses at December 31, 2005 totaled $22.7 million, or 1.15 percent of total loans, and covered 122.0 percent of total nonperforming loans.

“We have said for some time that we expected and planned for slowing loan growth,” explained YNB CEO Patrick M. Ryan. “We therefore find the ongoing double digit increase in our total loans gratifying, given market conditions,” he added. “The increase in the loan loss provision and the partial chargeoff of a large loan in the fourth quarter showed our aggressive approach to resolving this issue and putting it behind us as we moved into 2006,” Mr. Ryan said.

“Our core business strategy is working well,” Mr. Ryan added. “On a long-term basis, YNB is still demonstrating our strength and potential for continued growth in both the commercial and retail sectors,” he concluded.

“With the competitive landscape and a flat yield curve, 2006 promises to be a challenging year,” stated Stephen F. Carman, YNB CFO. “That said, we expect net income growth of 8 to 10 percent and earnings per share growth of 5 to 8 percent in 2006. Earnings per share growth estimates reflect the additional shares issued in 2005,” he explained.

“There are several critical assumptions that underlie our financial projections,” he continued. “We expect moderate commercial loan growth in 2006 and anticipate an improving asset quality profile. As we open new branches, effectively managing our cost of funds will be a significant factor in achieving net interest margin objectives,” Mr. Carman said. “With these assumptions in mind, we are projecting our tax-equivalent net interest margin to modestly improve during 2006, averaging 3.10 percent for the year. Loan growth is expected to be in the 6 to 10 percent range based on the environment in which we operate today. Even with our projected retail expansion, we expect our efficiency ratio to be relatively stable at 55 percent for 2006,” he concluded.

.

Shareholders continued to benefit from YNB’s financial performance in the year just concluded, as YNB paid cash dividends totaling $0.46 in 2005. YNB has paid dividends for the past 48 consecutive quarters.

With $2.96 billion in assets as of December 31, 2005, YNB serves individuals and small-to mid-sized businesses in the dynamic New York City-Philadelphia corridor through a network of 28 branches in Mercer, Hunterdon, Somerset, Middlesex, Burlington, and Ocean counties in New Jersey and Bucks County in Pennsylvania. Headquartered in Mercer County, YNB emphasizes commercial lending and offers a broad range of lending, deposit and other financial products and services.

Note regarding forward-looking statements

This press release and other statements made from time to time by our management contain express and implied statements relating to our future financial condition, results of operations, plans, objectives, performance, and business, which are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These may include statements that relate to, among other things, profitability, liquidity, adequacy of the allowance for loan losses, plans for growth, interest rate sensitivity, market risk, regulatory compliance, and financial and other goals. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. Actual results may differ materially from those expected or implied as a result of certain risks and uncertainties, including, but not limited to, the results of our efforts to implement our retail strategy; adverse

changes in our loan portfolio and the resulting credit risk-related losses and expenses; interest rate fluctuations and other economic conditions; continued levels of our loan quality and origination volume; our ability to attract core deposits; continued relationships with major customers; competition in product offerings and product pricing; adverse changes in the economy that could increase credit-related losses and expenses; adverse changes in the market price of our common stock; compliance with laws and regulatory requirements, including our agreement with the Office of the Comptroller of the Currency, and Nasdaq standards; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, as well as other risks and uncertainties detailed from time to time in statements made by our management. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Yardville National Bancorp
Summary of Financial Information
(Unaudited)
		Three Months Ended						Twelve Months Ended
		December 31,						December 31,
(in thousands, except per share amounts)		2005			2004			2005			2004
Stock Information:
Weighted average shares outstanding:
Basic		10,760			10,483			10,609			10,455
Diluted		11,199			10,952			11,057			10,861
Shares outstanding end of period		10,915			10,511
Earnings per share:
Basic	$	0.40		$	0.45		$	1.97		$	1.77
Diluted		0.39			0.43			1.89			1.71
Dividends paid per share		0.115			0.115			0.46			0.46
Book value per share		16.35			15.27
Tangible book value per share		16.21			15.09
Closing price per share		34.65			34.26
Closing price to tangible book value		213.77	%		227.04	%
Key Ratios:
Return on average assets		0.58	%		0.68	%		0.72	%		0.70	%
Return on average stockholders' equity		10.13			12.00			12.57			12.38
Net interest margin		3.03			2.90			2.98			2.76
Net interest margin (tax equivalent) (1)		3.10			2.97			3.05			2.83
Efficiency ratio		53.41			52.93			54.69			54.19
Equity-to-assets at period end		6.00			5.71
Tier 1 leverage ratio (2)		8.32			7.99
Asset Quality Data:
Net loan charge-offs	$	4,799		$	2,265		$	7,943		$	6,804
Nonperforming assets as a percentage of total assets		0.63	%		0.36	%
Allowance for loan losses at period end as a
percent of:
Total loans		1.15			1.13
Nonperforming loans		121.97			201.00
Nonperforming assets at period end:
Nonperforming loans	$	18,613		$	10,008
Other real estate		-			-
Total nonperforming assets	$	18,613		$	10,008
(1) The net interest margin is equal to net interest income divided by average interest earning assets. In order to present pre-tax income
and resultant yields on tax-exempt investments and loans on a basis comparable to those on taxable investments and loans, a tax
equivalent adjustment is made to interest income. The tax equivalent adjustment has been computed using a Federal income tax
rate of 35% and has the effect of increasing interest income by $513,000 and $423,000 for the three months and $1,974,000 and
$1,678,000 for the twelve month periods ended December 31, 2005 and 2004, respectively.
(2) Tier 1 leverage ratio is Tier 1 capital to adjusted quarterly average assets.

Yardville National Bancorp and Subsidiaries
Consolidated Statements of Income
(Unaudited)
		Three Months Ended				Twelve Months Ended
		December 31,				December 31,
(in thousands, except per share amounts)		2005		2004		2005		2004
INTEREST INCOME:
Interest and fees on loans	$	34,980	$	27,504	$	127,684	$	100,506
Interest on deposits with banks		279		166		1,027		371
Interest on securities available for sale		9,498		9,224		36,983		35,282
Interest on investment securities:
Taxable		27		33		109		137
Exempt from Federal income tax		973		851		3,734		3,221
Interest on Federal funds sold		154		119		730		347
Total Interest Income		45,911		37,897		170,267		139,864
INTEREST EXPENSE:
Interest on savings account deposits		5,675		3,875		20,757		12,929
Interest on certificates of deposit of $100,000 or more		2,416		1,145		6,992		4,165
Interest on other time deposits		5,250		3,097		16,432		12,269
Interest on borrowed funds		9,557		9,237		38,114		36,071
Interest on subordinated debentures		1,279		1,057		4,759		3,711
Total Interest Expense		24,177		18,411		87,054		69,145
Net Interest Income		21,734		19,486		83,213		70,719
Less provision for loan losses		4,830		2,800		10,530		9,625
Net Interest Income After Provision for Loan Losses		16,904		16,686		72,683		61,094
NON-INTEREST INCOME:
Service charges on deposit accounts		709		734		2,819		3,134
Securities gains, net		112		93		862		1,297
Income on bank owned life insurance		396		309		1,651		1,766
Other non-interest income		587		457		2,158		1,782
Total Non-Interest Income		1,804		1,593		7,490		7,979
NON-INTEREST EXPENSE:
Salaries and employee benefits		6,352		5,832		27,654		23,476
Occupancy expense, net		1,315		1,044		4,934		4,283
Equipment expense		889		764		3,173		3,123
Other non-interest expense		4,015		3,517		13,841		11,767
Total Non-Interest Expense		12,571		11,157		49,602		42,649
Income before income tax expense		6,137		7,122		30,571		26,424
Income tax expense		1,804		2,386		9,637		7,899
Net Income	$	4,333	$	4,736	$	20,934	$	18,525
EARNINGS PER SHARE:
Basic	$	0.40	$	0.45	$	1.97	$	1.77
Diluted		0.39		0.43		1.89		1.71
Weighted average shares outstanding:
Basic		10,760		10,483		10,609		10,455
Diluted		11,199		10,952		11,057		10,861

Yardville National Bancorp and Subsidiaries
Consolidated Statements of Condition
(Unaudited)
		December 31,
(in thousands)		2005		2004
Assets:
Cash and due from banks	$	52,686	$	32,115
Federal funds sold		10,800		6,769
Cash and Cash Equivalents		63,486		38,884
Interest bearing deposits with banks		16,408		41,297
Securities available for sale		741,668		802,525
Investment securities		89,026		78,257
Loans		1,972,840		1,782,592
Less: Allowance for loan losses		(22,703)		(20,116)
Loans, net		1,950,137		1,762,476
Bank premises and equipment, net		11,697		10,431
Bank owned life insurance		46,152		44,501
Other assets		38,157		27,546
Total Assets	$	2,956,731	$	2,805,917
Liabilities and Stockholders' Equity:
Deposits
Non-interest bearing	$	232,269	$	202,196
Interest bearing		1,740,448		1,607,808
Total Deposits		1,972,717		1,810,004
Borrowed funds
Securities sold under agreements to repurchase		10,000		10,000
Federal Home Loan Bank advances		704,000		742,000
Subordinated debentures		62,892		62,892
Obligation for Employee Stock Ownership Plan (ESOP)		2,250		377
Other		1,870		753
Total Borrowed Funds		781,012		816,022
Other liabilities		25,544		19,733
Total Liabilities	$	2,779,273	$	2,645,759
Stockholders' equity:
Common stock: no par value		105,122		91,658
Surplus		2,205		2,205
Undivided profits		85,896		69,860
Treasury stock, at cost		(3,160)		(3,160)
Unallocated ESOP shares		(2,250)		(377)
Accumulated other comprehensive loss		(10,355)		(28)
Total Stockholders' Equity		177,458		160,158
Total Liabilities and Stockholders' Equity	$	2,956,731	$	2,805,917

Financial Summary
Average Balances, Yields and Costs
(Unaudited)
	Three Months Ended							Three Months Ended
	December 31, 2005							December 31, 2004
					Average						Average
		Average			Yield /			Average			Yield /
(in thousands)		Balance		Interest	Cost			Balance		Interest	Cost
INTEREST EARNING ASSETS:
Interest bearing deposits with banks	$	26,672	$	279	4.18	%	$	31,566	$	166	2.10	%
Federal funds sold		15,494		154	3.98			23,868		119	1.99
Securities		867,286		10,498	4.84			892,738		10,108	4.53
Loans (1)		1,964,298		34,980	7.12			1,736,965		27,504	6.33
Total interest earning assets	$	2,873,750	$	45,911	6.39	%	$	2,685,137	$	37,897	5.65	%
NON-INTEREST EARNING ASSETS:
Cash and due from banks	$	36,418					$	31,662
Allowance for loan losses		(23,451)						(19,881)
Premises and equipment, net		11,536						10,496
Other assets		76,253						73,068
Total non-interest earning assets		100,756						95,345
Total assets	$	2,974,506					$	2,780,482
INTEREST BEARING LIABILITIES:
Deposits:
Savings, money markets, and interest bearing demand	$	967,768	$	5,675	2.35	%	$	950,890	$	3,875	1.63	%
Certificates of deposit of $100,000 or more		254,718		2,416	3.79			170,617		1,145	2.68
Other time deposits		544,365		5,250	3.86			473,988		3,097	2.61
Total interest bearing deposits		1,766,851		13,341	3.02			1,595,495		8,117	2.03
Borrowed funds		728,896		9,557	5.24			737,122		9,237	5.01
Subordinated debentures		62,892		1,279	8.13			62,892		1,057	6.72
Total interest bearing liabilities	$	2,558,639	$	24,177	3.78	%	$	2,395,509	$	18,411	3.07	%
NON-INTEREST BEARING LIABILITIES:
Demand deposits	$	221,452					$	202,110
Other liabilities		23,324						24,936
Stockholders' equity		171,091						157,927
Total non-interest bearing liabilities and
stockholders' equity	$	415,867					$	384,973
Total liabilities and stockholders' equity	$	2,974,506					$	2,780,482
Interest rate spread (2)					2.61	%					2.58	%
Net interest income and margin (3)			$	21,734	3.03	%			$	19,486	2.90	%
Net interest income and margin
(tax equivalent basis)(4)			$	22,247	3.10	%			$	19,909	2.97	%
(1) Loan origination fees are considered an adjustment to interest income. For the purpose of calculating loan yields, average loan balances
include nonaccrual loans with no related interest income.
(2) The interest rate spread is the difference between the average yield on interest earning assets and the average rate paid on interest bearing liabilities.
(3) The net interest margin is equal to net interest income divided by average interest earning assets.
(4) In order to present pre-tax income and resultant yields on tax-exempt investments and loans on a basis comparable to those on taxable
investments and loans, a tax equivalent adjustment is made to interest income. The tax equivalent adjustment has been computed using
a Federal income tax rate of 35% and has the effect of increasing interest income by $513,000 and $423,000
for the three month periods ended December 31, 2005 and 2004, respectively.

Financial Summary
Average Balances, Yields and Costs
(Unaudited)
	Twelve Months Ended							Twelve Months Ended
	December 31, 2005							December 31, 2004
					Average						Average
		Average			Yield /			Average			Yield /
(in thousands)		Balance		Interest	Cost			Balance		Interest	Cost
INTEREST EARNING ASSETS:
Interest bearing deposits with banks	$	30,534	$	1,027	3.36	%	$	25,545	$	371	1.45	%
Federal funds sold		23,112		730	3.16			26,198		347	1.32
Securities		860,430		40,826	4.74			879,794		38,640	4.39
Loans (1)		1,880,166		127,684	6.79			1,626,477		100,506	6.18
Total interest earning assets	$	2,794,242	$	170,267	6.09	%	$	2,558,014	$	139,864	5.47	%
NON-INTEREST EARNING ASSETS:
Cash and due from banks	$	32,939					$	29,026
Allowance for loan losses		(21,823)						(18,805)
Premises and equipment, net		10,716						11,200
Other assets		76,561						73,045
Total non-interest earning assets		98,393						94,466
Total assets	$	2,892,635					$	2,652,480
INTEREST BEARING LIABILITIES:
Deposits:
Savings, money markets, and interest bearing demand	$	985,346	$	20,757	2.11	%	$	880,130	$	12,929	1.47	%
Certificates of deposit of $100,000 or more		208,521		6,992	3.35			161,065		4,165	2.59
Other time deposits		497,530		16,432	3.30			460,694		12,269	2.66
Total interest bearing deposits		1,691,397		44,181	2.61			1,501,889		29,363	1.96
Borrowed funds		740,075		38,114	5.15			738,110		36,071	4.89
Subordinated debentures		62,892		4,759	7.57			55,718		3,711	6.66
Total interest bearing liabilities	$	2,494,364	$	87,054	3.49	%	$	2,295,717	$	69,145	3.01	%
NON-INTEREST BEARING LIABILITIES:
Demand deposits	$	209,179					$	185,443
Other liabilities		22,520						21,679
Stockholders' equity		166,572						149,641
Total non-interest bearing liabilities and
stockholders' equity	$	398,271					$	356,763
Total liabilities and stockholders' equity	$	2,892,635					$	2,652,480
Interest rate spread (2)					2.60	%					2.46	%
Net interest income and margin (3)			$	83,213	2.98	%			$	70,719	2.76	%
Net interest income and margin
(tax equivalent basis)(4)			$	85,187	3.05	%			$	72,397	2.83	%
(1) Loan origination fees are considered an adjustment to interest income. For the purpose of calculating loan yields, average loan balances
include nonaccrual loans with no related interest income.
(2) The interest rate spread is the difference between the average yield on interest earning assets and the average rate paid on interest bearing liabilities.
(3) The net interest margin is equal to net interest income divided by average interest earning assets.
(4) In order to present pre-tax income and resultant yields on tax-exempt investments and loans on a basis comparable to those on taxable
investments and loans, a tax equivalent adjustment is made to interest income. The tax equivalent adjustment has been computed using
a Federal income tax rate of 35% and has the effect of increasing interest income by $1,974,000 and $1,678,000
for the twelve month periods ended December 31, 2005 and 2004, respectively.