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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-185646

SUBJECT TO COMPLETION, DATED OCTOBER 1, 2013

Preliminary Prospectus Supplement
(To the Prospectus Dated January 9, 2013)

                   Shares

Common Stock

We are offering               shares of our common stock, $0.01 par value per share, pursuant to this prospectus supplement and the accompanying prospectus.

Our common stock is listed and traded on The NASDAQ Global Select Market, or the “NASDAQ,” under the symbol “BDGE.” On September 30, 2013, the last reported sale price of our common stock on the NASDAQ was $21.50 per share.

Investing in our common stock involves risks. Please carefully read the “Risk Factors” beginning on page S-10 of this prospectus supplement, and the documents incorporated by reference in this prospectus supplement, for a discussion of certain factors that you should consider before making your investment decision.

The underwriters have the option to purchase up to           additional shares of common stock at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus supplement.

None of the Securities and Exchange Commission, any state securities commission, the Board of Governors of the Federal Reserve System or any other regulatory body has approved or disapproved of these securities or passed upon the adequacy, completeness or accuracy of this prospectus supplement or the accompanying prospectus.  Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts, or other obligations of a bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The underwriters expect to deliver the common stock in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about                  , 2013.

Sole Book-Running Manager

Co-Manager

The date of this prospectus supplement is October     , 2013.

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Prospectus Supplement

Prospectus

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and any free writing prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell our securities in any jurisdiction where the offer or sale is not permitted.

You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein is accurate as of their respective dates. However, our business, financial condition, results of operations, and prospects may have changed since those dates. This prospectus supplement supersedes the accompanying prospectus to the extent it contains information that is different from or in addition to the information in that prospectus.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters, and also updates and adds to the information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information about us, our common stock and other securities that we may offer from time to time, some of which may not apply to this offering.  You should read this prospectus supplement and the accompanying prospectus with the additional information described below under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Generally, when we refer to this “prospectus” we mean this prospectus supplement together with the accompanying prospectus.

If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

We are offering to sell shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any common stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

In this prospectus supplement, unless otherwise expressly stated or the context otherwise requires, the terms “we,” “us,” the “Company,” and “our” refer to Bridge Bancorp, Inc. and our subsidiaries on a consolidated basis. References to the “Bank” refer to The Bridgehampton National Bank, Bridgehampton, New York, which is our principal subsidiary.

Currency amounts in this prospectus supplement and the accompanying prospectus are stated in U.S. dollars.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this prospectus and the documents incorporated into it by reference.  These forward-looking statements include: statements of goals, intentions, and expectations; estimates of risks and of future costs and benefits; assessments of probable loan losses; assessments of market risk; and statements of the ability to achieve financial and other goals.  Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions.  Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which may change over time.  Forward-looking statements speak only as of the date they are made.  Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possible materially, from those that we anticipated in our forward-looking statements and future results could differ materially from historical performance.

Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes, including increases in FDIC insurance rates; monetary and fiscal policies of the federal government; changes in tax policies; rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of funds; demands for loan products; demand for financial services; competition; changes in the quality and composition of the Bank’s loan and investment portfolios; changes in management’s business strategies; changes in accounting principles, policies or guidelines; changes in real estate values; expanded regulatory requirements as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which could adversely affect operating results; and other factors set forth under the heading “Risk Factors” on page S-10 of this prospectus and in the reports that we file with the Securities and Exchange Commission, or “SEC”.

You should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this prospectus supplement and the other documents incorporated herein.  We do not assume any obligation to revise forward-looking statements except as may be required by law.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary is not complete and does not contain all of the information you should consider before investing in the securities offered by this prospectus. You should read this summary together with the entire prospectus supplement, including the section entitled “Risk Factors” on page S-10, the accompanying prospectus, and the other documents that are incorporated by reference in this prospectus, including our financial statements and the notes to those financial statements, before making an investment decision.

Company Overview

We are a New York corporation formed in 1988 to become the holding company for The Bridgehampton National Bank.  We are registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.  At June 30, 2013, we had total assets of approximately $1.73 billion, deposits of approximately $1.46 billion and total stockholders’ equity of approximately $117.6 million.  Our common stock is traded on the NASDAQ under the symbol “BDGE.”

The Bank was established in 1910 as a national banking association and is headquartered in Bridgehampton, New York. The Bank operates 23 branches in Eastern Long Island. The Bank engages in full service commercial and consumer banking business, including accepting time, savings and demand deposits from consumers, businesses and local municipalities surrounding its branch offices.  These deposits, together with funds generated from operations and borrowings, are invested primarily in commercial real estate loans, home equity loans, construction loans, residential mortgage loans, secured and unsecured commercial and consumer loans, FHLB, FNMA, GNMA and FHLMC and non agency mortgage-backed securities, collateralized mortgage obligations and other asset backed securities, New York State and local municipal obligations, and U.S government sponsored entity securities.

The Bank also operates Bridge Abstract LLC, a wholly owned subsidiary of the Bank, which is a broker of title insurance services. In addition, the Bank has established a real estate investment trust subsidiary, Bridgehampton Community, Inc.

In 2009, the Company formed Bridge Statutory Capital Trust II as a subsidiary, which sold $16.0 million of 8.5% cumulative convertible trust preferred securities in a private placement.

Our principal executive offices are located at 2200 Montauk Highway, Bridgehampton, New York 11932, and our telephone number is (631) 537-1000. Our internet address is www.bridgenb.com.  The information contained on our website should not be considered part of this prospectus supplement or the accompanying prospectus, and the reference to our website does not constitute incorporation by reference of the information contained on the website. Additional information about us and our subsidiaries is included in documents incorporated by reference in this prospectus. See “Where You Can Find More Information” on page S-10 of this prospectus supplement.

Agreement to Acquire FNBNY Bancorp, Inc.

On September 27, 2013 we entered into a definitive agreement to acquire FNBNY Bancorp and its wholly owned subsidiary, the First National Bank of New York (collectively “FNBNY”). The transaction has been approved by the Board of Directors of each company and is expected to close in the first quarter of 2014. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of FNBNY’s shareholders.

Under the terms of the agreement, shareholders of FNBNY will receive an aggregate of 244,110 Bridge Bancorp shares in exchange for all the issued and outstanding stock of FNBNY, subject to certain adjustments.  The purchase price will increase to the extent principal is recovered on $6.3 million of certain identified problem loans through closing and over a two-year period after the acquisition.  The purchase price will decrease if recoveries of $0.4 million of certain insurance claims are not received by the closing. Excluding these potential adjustments and

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based on Bridge Bancorp’s average closing stock price for the three days ended September 10, 2013 of $21.51, the transaction has an aggregate estimated value of $5.3 million.

FNBNY currently operates 3 full-service banking centers in Nassau and Suffolk counties in New York with total assets of $276 million, including $100 million in loans, funded by deposits of $209 million.  The combined institution will have $2.0 billion in assets, $1.7 billion in deposits and 26 branches serving Long Island with no branch consolidations expected.

Our Strategy and Financial Highlights

Our goal is to continue to grow and strengthen our community bank franchise through the expansion of market penetration in our mature markets, through de novo branching into new markets and through acquisition opportunities, while maintaining sound operations and risk management.  We believe that our growth and service strategies can offset compressed margins as our customer base grows through an expanding footprint and we continue to develop existing customer relationships. Our net interest income has increased steadily from $30.1 million for the year ended December 31, 2008, to $47.0 million for the year ended December 31, 2012.  In addition, net interest income has increased $1.0 million to $24.2 million for the six months ended June 30, 2013, compared to $23.2 million for the six months ended June 30, 2012.  We also intend to continue to diversify our sources of revenue and to expand non-interest income.  Highlights of our strategy and recent results include the following:

Leveraging our branch network to build customer relationships and grow loans and deposits. Since 2007, we have added 12 branches, resulting in a total of 23 retail branch locations.  As discussed above, we have recently entered into an agreement to acquire First National Bank of New York and its three branch offices in Merrick, Melville and Massapequa, Long Island.  Our recent growth has moved us geographically westward on Long Island and demonstrates our continued capacity for organic growth.  Our acquisition of First National Bank of New York would continue this trend.  Between December 31, 2008, and June 30, 2013, our total assets increased from $839.1 million to $1.73 billion.  During this same period, total loans have increased from $429.7 million to $900.9 million, and total deposits have increased from $659.1 million to $1.46 billion.  Further, between June 30, 2007 and June 30, 2012, our deposit market share in Suffolk County, New York has increased from 1.62% to 3.07%.

Maintaining our high level of low-cost, core deposits.  Strong core deposit growth remains a key component of our operating strategy.  At June 30, 2013, core deposits, consisting of individual, partnership and corporate account balances, represented 84.1% of total deposits.  Between December 31, 2007 and June 30, 2013, we increased our core deposits from $418.3 million to $1.2 billion.  As of June 30, 2013, non-interest bearing deposits totaled $472.9 million and represented 32.5% of total deposits.

Maintaining strong asset quality as we continue to grow.  We believe we have avoided many of the problems facing other financial institutions by maintaining discipline in our growth and investment strategies, including loan underwriting.  Management views the current economic challenges as an opportunity to expand our business and deliver the promise of successful community banking to our customers and shareholders.  Between December 31, 2008 and June 30, 2013, our total loans increased from $429.7 million to $900.9 million.  Despite this growth, at June 30, 2013, non-accruing loans were 0.39% of total loans, and our allowance for loan losses as a percentage of non-accruing loans was 429.2%.  We recognize the potential risks of the current economic environment and will continue to monitor market events as we consider growth initiatives and evaluate loans and investments.

Focusing on opportunities and processes that enhance the customer experience.  We routinely add to our menu of products and services to meet the needs of consumers and businesses. In addition to accepting time, savings and demand deposits from consumers, businesses and local municipalities, we also offer the Certificate of Deposit Account Registry Service (CDARS) program which provides up to $50.0 million of FDIC insurance, merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online

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banking services, remote deposit capture, safe deposit boxes and individual retirement accounts.  In January 2009, we launched Bridge Investment Services, offering a full range of investment products and services through a third party broker dealer.

Improving operational efficiencies and prudent management of non-interest expense.  Controlling funding costs while expanding our deposit base and focusing on profitable growth presents a unique set of challenges in the current economic environment. Our efficiency ratio for the year ended December 31, 2012 was 59.73%. Our success in maintaining our strong operating efficiency while continuing to expand our branch network and loan portfolio reflects our disciplined approach to community banking.

Increasing non-interest income through Bridge Abstract, Bridge Investment Services and other lines of business. We generate non-interest income through Bridge Abstract, our title abstract subsidiary, and Bridge Investment Services, which offers a full range of investment products and services through a third party broker dealer.  We also generate non-interest income through fee income on deposit accounts, merchant credit and debit card processing programs, and net gains on sales of securities and loans.

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THE OFFERING

The following summary contains basic information about our common stock and is not intended to be complete. It does not contain all of the information that is important to you. For a more complete description of our common stock, see “Description of our Capital Stock” beginning on page S-10 of this prospectus supplement.

RISK FACTORS

Investing in our common stock involves risks. You should carefully consider the information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus.  In particular, we urge you to consider carefully the factors set forth under “Risk Factors” beginning on page S-10 of this prospectus supplement before investing in our common stock.

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SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth selected historical consolidated financial data for the Company as of and for each of the five years ended December 31, 2012 (which has been derived from our audited consolidated financial statements), and as of and for the three and six months ended June 30, 2013 and 2012 (unaudited). You should read these tables together with the historical consolidated financial information contained in our consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, which have been filed with the SEC and are incorporated by reference in this prospectus supplement. Information for the three and six month periods ended June 30, 2013 and 2012 is derived from unaudited interim consolidated financial statements and has been prepared on the same basis as our audited consolidated financial statements and includes, in the opinion of management, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the data for such periods. The results of operations for the three and six month periods ended June 30, 2013 do not necessarily indicate the results which may be expected for any future interim period or for the full year.

(1) Goodwill and core deposit intangibles relate to the acquisition of Hamptons State Bank that was completed on May 27, 2011.

(1) Excludes goodwill and core deposit intangibles of approximately $2.3 million related to the acquisition of Hamptons State Bank.

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(1) Goodwill and core deposit intangibles relate to the acquisition of Hamptons State Bank that was completed on May 27, 2011.

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(1)  Excludes goodwill and core deposit intangibles of approximately $2.3 million related to the acquisition of Hamptons State Bank.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. Before making an investment decision, you should carefully read and consider the risk factors described below, as well as any risk factors incorporated by reference in this prospectus supplement and the accompanying prospectus, together with the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, as the same may be updated from time to time by our future filings with the SEC under the Securities Exchange Act of 1934, as amended. Any of these risks, if they occur, could materially adversely affect our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect us. In any such case, you could lose all or a portion of your original investment.

Risks Related to our Business and Operating Environment

The concentration of our loan portfolio in loans secured by commercial and residential real estate properties located in eastern Long Island could materially adversely affect our financial condition and results of operations if general economic conditions or real estate values in this area decline.

Unlike larger banks that are more geographically diversified, the Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s principal lending area in Suffolk County which is located on eastern Long Island. The local economic conditions on eastern Long Island have a significant impact on the volume of loan originations and the quality of our loans, the ability of borrowers to repay these loans, and the value of collateral securing these loans. A considerable decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and could negatively affect our financial condition and results of operations. Additionally, while we have a significant amount of commercial real estate loans, the majority of which are owner-occupied, decreases in tenant occupancy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.

Changes in interest rates could affect our profitability.

The Bank’s ability to earn a profit, like most financial institutions, depends primarily on net interest income, which is the difference between the interest income that the Bank earns on its interest-earning assets, such as loans and investments, and the interest expense that the Bank pays on its interest-bearing liabilities, such as deposits. The Bank’s profitability depends on its ability to manage its assets and liabilities during periods of changing market interest rates.

In a period of rising interest rates, the interest income earned on the Bank’s assets may not increase as rapidly as the interest paid on its liabilities. In an increasing interest rate environment, the Bank’s cost of funds is expected to increase more rapidly than interest earned on its loan and investment portfolio as its primary source of funds is deposits with generally shorter maturities than those on its loans and investments. This makes the balance sheet more liability sensitive in the short term.

A sustained decrease in market interest rates could adversely affect the Bank’s earnings. When interest rates decline, borrowers tend to refinance higher-rate, fixed-rate loans at lower rates. Under those circumstances, the Bank would not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans or in investment securities. In addition, the majority of the Bank’s loans are at variable interest rates, which would adjust to lower rates.  This impact of a declining interest rate environment on our assets contrasts with the impact on our deposits, which would be less significant as our deposits are currently priced at historically low levels in the current interest rate environment, and therefore there is little room for further downward adjustment.

Changes in interest rates also affect the fair value of our securities portfolio.  Generally, the value of securities moves inversely with changes in interest rates.  As of June 30, 2013, our securities portfolio totaled $742.9 million.

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In addition, the Dodd-Frank Act eliminated the federal prohibition on paying interest on demand deposits effective July 21, 2011, thus allowing businesses to have interest-bearing checking accounts.  Depending on competitive responses, this change to existing law could increase our interest expense.

Strong competition within our market area may limit our growth and profitability.

The Bank’s market area is located in Suffolk County on eastern Long Island and its customer base is mainly located in the towns of East Hampton, Southampton, Southold and Riverhead. Since 2009, the Bank has expanded its market areas to include branches in the towns of Brookhaven, Babylon and Islip. During 2012, the Bank opened two new branches: one in June located in Ronkonkoma, New York and one in December 2012 located in Hauppauge, New York. The Bank also opened administrative offices in December 2012 in Hauppauge, New York, to better service customers as the Bank continues to move westward. Competition in the banking and financial services industry remains intense. The profitability of the Bank depends on the continued ability to successfully compete. The Bank competes with commercial banks, savings banks, credit unions, insurance companies, and brokerage and investment banking firms. Many of our competitors have substantially greater resources and lending limits than the Bank and may offer certain services that the Bank does not provide. In addition, competitors may offer deposits at higher rates and loans with lower fixed rates, more attractive terms and less stringent credit structures than the Bank has been willing to offer. Furthermore, the high cost of living on the twin forks of eastern Long Island creates increased competition for the recruitment and retention of qualified staff.

Our future success depends on the success and growth of The Bridgehampton National Bank.

Our primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, our future profitability will depend on the success and growth of this subsidiary.  The continued and successful implementation of our growth strategy will require, among other things, that we increase our market share by attracting new customers that currently bank at other financial institutions in our market area.  In addition, our ability to successfully grow will depend on several factors, including favorable market conditions, the competitive responses from other financial institutions in our market area, and our ability to maintain high asset quality.  While we believe we have the management resources, market opportunities and internal systems in place to obtain and successfully manage future growth, growth opportunities may not be available and we may not be successful in continuing our growth strategy.

Over the past several years, we have experienced significant branch expansion.  Since 2007, we have added 12 de novo branches and we expect to open an additional new branch before the end of 2013. As a result of this expansion, we have incurred additional expenses, including salaries, data processing and occupancy expense related to the new branches and related support staff.  Many of these increased expenses are considered fixed expenses.  There may be a significant lag in time before these new branches attract sufficient deposits to become profitable.  Unless we can successfully continue our growth, our results of operations could be negatively affected by these increased costs.

Finally, our growth is also affected by the seasonality of our markets in Eastern Long Island, including the Hamptons and North Fork, a region that is a recreational destination for the New York metropolitan area, and a highly regarded resort locale world-wide.  This seasonality results in more economic activity in the summer months and decrease activity in the off season, which can adversely impact the consistency and sustainability of growth.

The loss of key personnel could impair our future success.

Our future success depends in part on the continued service of our executive officers, other key management, as well as our staff, and on our ability to continue to attract, motivate, and retain additional highly qualified employees. The loss of services of one or more of our key personnel or our inability to timely recruit replacements for such personnel, or to otherwise attract, motivate, or retain qualified personnel could have an adverse effect on our business, operating results and financial condition.

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We operate in a highly regulated environment.

The Bank and Company are subject to extensive regulation, supervision and examination by the OCC, the FDIC, the Federal Reserve Board and the SEC. Such regulation and supervision governs the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the consumer rather than for the protection of shareholders. Recently regulators have intensified their focus on the USA PATRIOT Act’s anti-money laundering and Bank Secrecy Act compliance requirements. In order to comply with regulations, guidelines and examination procedures in this area as well as other areas of the Bank’s operations, we have been required to adopt new policies and procedures and to install new systems. We cannot be certain that the policies, procedures, and systems we have in place are effective and there is no assurance that in every instance we are in full compliance with these requirements. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations.

We may be adversely affected by current economic and market conditions.

The national and global economic downturn that began in 2007 has resulted in unprecedented levels of financial market volatility which depressed the market value of financial institutions, limited access to capital and/or had a material adverse effect on the financial condition or results of operations of banking companies. Since 2008, significant declines in the values of mortgage-backed securities and derivative securities of financial institutions, government sponsored entities, and major commercial and investment banks has led to decreased confidence in financial markets among borrowers, lenders, and depositors, as well as disruption and extreme volatility in the capital and credit markets and the failure of some entities in the financial sector. As a result, many lenders and institutional investors have reduced or ceased to provide funding to borrowers. While financial markets appear to be stabilizing, and there are a few positive signs of economic recovery, including increased local real estate activity, economic uncertainty remains. Unemployment rates are high and consumer confidence is low. While the timing of an economic recovery remains unknown, this may have an adverse affect on our financial condition and results of operations.  Turbulence in the capital and credit markets may adversely affect our liquidity and financial condition and the willingness of certain counterparties and customers to do business with us.

Increases to the allowance for credit losses may cause our earnings to decrease.

Our customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Hence, we may experience significant loan losses, which could have a material adverse effect on our operating results. We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the amount of the allowance for credit losses, we rely on loan quality reviews, past loss experience, and an evaluation of economic conditions, among other factors. If our assumptions prove to be incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to the allowance. Material additions to the allowance through charges to earnings would materially decrease our net income.

Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our results of operations and/or financial condition.

The trust preferred securities that we issued have rights that are senior to those of our common shareholders. The conversion of the trust preferred securities into shares of our common stock could result in dilution of your investment.

In 2009 we issued $16 million of 8.5% cumulative convertible trust preferred securities from a special purpose trust, and we issued an identical amount of junior subordinated debentures to this trust.  Payments of the principal and interest on the trust preferred securities are conditionally guaranteed by us. Further, the accompanying

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junior subordinated debentures that we issued to the trust are senior to our shares of common stock. As a result, we must make payments on the junior subordinated debentures before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the obligations with respect to the junior subordinated debentures must be satisfied before any distributions can be made on our common stock. We have the right to defer distributions on the junior subordinated debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid on our common stock.

In addition, each $1,000 in liquidation amount of the trust preferred securities currently is convertible, at the option of the holder, into 32.2581 shares of our common stock.  The conversion of these securities into shares of our common stock would dilute the ownership interests of purchasers of our common stock in this offering.

The Dodd-Frank Wall Street Reform and Consumer Protection Act will, among other things, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and regulations that are expected to increase our cost of operations.

The Dodd-Frank Act is significantly changing the bank regulatory structure and is impacting the largest financial institutions as well as regional banks and community banks.  The federal regulatory agencies, specifically the SEC and the new Consumer Financial Protection Bureau, are given significant discretion in drafting the implementing regulations.

The major bank-related provisions under the Dodd-Frank Act pertain to: capital requirements; mortgage reform and minimum lending standards; consumer financial protection bureau; sale of mortgage loans (including risk retention requirements); FDIC insurance-related provisions; preemption standards for national banks; abolishment of the Office of Thrift Supervision; interchange fee for debit card transactions; Volcker Rule; regulation of derivatives/swaps;  Financial Services Oversight Council; resolution authority; and corporate governance matters (e.g.; “say on pay”; new executive compensation disclosure and clawbacks, etc.). Given the range of topics in the Dodd-Frank Act and the voluminous regulations required to implement by the Dodd-Frank Act, the full impact will not be known for some time.

Certain provisions of the Dodd-Frank Act impacted banks upon enactment of the legislation.  Examples of this were the permanent increase of FDIC deposit insurance limits, the FDIC Assessment Base calculation change and the removal of the cap for the Deposit Insurance Fund, all of which in turn affected banks’ FDIC deposit insurance premiums.  Certain provisions of the Dodd-Frank Act are expected to have a near-term effect on us. For example, a provision of the Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest-bearing checking accounts.  Depending on competitive responses, this significant change to existing law could increase our interest expense.

The Dodd-Frank Act created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators.  The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws.

It is difficult to predict at this time what specific impact the Dodd-Frank Act and the many yet to be written implementing rules and regulations will have on community banks. However, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense.

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The short-term and long-term impact of the changing regulatory capital requirements and new capital rules is uncertain.

In July 2013, the Federal Deposit Insurance Corporation and the Federal Reserve Board approved a new rule that will substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.

The final rule includes new minimum risk-based capital and leverage ratios, which will be effective for the Company and the Bank on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios.  The new minimum capital requirements will be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also establishes a “capital conservation buffer” of 2.5% above the new regulatory minimum capital ratios, and will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. We will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if our capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such activities.

The application of more stringent capital requirements for the Company and the Bank could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions such as the inability to pay dividends or repurchase shares if we were to be unable to comply with such requirements.

Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings.

Information technology systems are critical to our business.  We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans.  We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, but such events may still occur or may not be adequately addressed if they do occur.  In addition, any compromise of our systems could deter customers from using our products and services.  Although we rely on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security.

In addition, we outsource a majority of our data processing to certain third-party providers.  If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected.  Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability.  Any of these events could have a material adverse effect on our financial condition and results of operations.

Severe weather, acts of terrorism and other external events could impact our ability to conduct business.

Recent weather-related events have adversely impacted our market area, especially areas located near coastal waters and flood prone areas. Such events that may cause significant flooding and other storm-related damage may become more common events in the future. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems and the metropolitan New York area remain central targets for potential acts of terrorism.  Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the loss of revenue. While we have

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established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition.

We may fail to realize the anticipated benefits of the merger with FNBNY Bancorp, Inc., which may adversely affect our financial condition and results of operations.

The success of the merger with FNBNY Bancorp, Inc. will depend on, among other things, our ability to realize anticipated cost savings and to combine the businesses of The Bridgehampton National Bank and First National Bank of New York in a manner that permits growth opportunities and does not materially disrupt the existing customer relationships of First National Bank of New York nor result in decreased revenues resulting from any loss of customers.  If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected, adversely affecting our financial condition and results of operations.

The Bridgehampton National Bank and First National Bank of New York have operated and, until the completion of the merger, will continue to operate, independently.  Certain employees of First National Bank of New York will not be employed by The Bridgehampton National Bank after the merger.  In addition, employees of First National Bank of New York that The Bridgehampton National Bank wishes to retain may elect to terminate their employment as a result of the merger which could delay or disrupt the integration process.  It is possible that the integration process could result in the disruption of First National Bank of New York’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of The Bridgehampton National Bank to maintain relationships with customers and employees of First National Bank of New York or to achieve the anticipated benefits of the merger.

No assurance can be given that we will be able to integrate the business of the Bank and First National Bank of New York successfully, that the merger will not expose us to unknown material liabilities, that the merger will not adversely affect our existing profitability, that we will be able to achieve results in the future similar to those achieved by our existing businesses, that we will be able to compete effectively in new market areas or that we will be able to manage growth resulting from the merger effectively. The difficulties or costs we may encounter in the integration could materially and adversely affect our earnings and financial condition.

The credit quality of the First National Bank of New York loans we acquire in the merger may be poorer than expected, which would require us to increase our allowance for loan losses and negatively affect our earnings.

First National Bank of New York has been operating under a formal enforcement agreement with the Office of the Comptroller of the Currency since June 2010.  The enforcement agreement contains provisions related to improving the overall credit quality of the institution.  In connection with the merger with FNBNY Bancorp, Inc., we will acquire all of the assets of First National Bank of New York, including approximately $100.0 million of loans, of which approximately $7.6 million were non-performing, excluding TDRs of approximately $5.0 million (based on June 30, 2013 data).  As part of our merger due diligence, we reviewed the First National Bank of New York loan portfolio.  Our examination of these loans was made using the criteria, analyses and collateral evaluations that we have traditionally used in the ordinary course of our business. Although we believe that we have properly valued the First National Bank of New York loans in establishing the consideration for the merger, no assurance can be given as to the future performance of these loans or that the acquisition of such loans will not require us to increase our allowance for loan losses or have a negative impact on our earnings or asset quality.

The merger agreement with FNBNY Bancorp, Inc. may be terminated in accordance with its terms or the merger may not be completed for other reasons, in which case we will not realize the anticipated benefits of the merger.

The merger agreement with FNBNY Bancorp, Inc. is subject to a number of conditions which must be fulfilled in order to close. Those conditions include: FNBNY Bancorp, Inc. shareholder approval, regulatory approval, the continued accuracy of certain representations and warranties by both parties and the performance by both parties of certain covenants and agreements.  In addition, under certain circumstances the parties may choose to terminate the merger agreement in accordance with its terms.   There can be no assurance that the conditions to

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closing the merger will be fulfilled or that the merger will be completed. If we do not complete the FNBNY Bancorp, Inc. merger, we will not realize the anticipated benefits of the merger.

The closing of this offering is not contingent upon the closing of the merger with FNBNY Bancorp, Inc.  Accordingly, if you decide to purchase shares of our common stock you should be willing to do so whether or not we complete the merger with FNBNY Bancorp, Inc.  If the merger is not completed, we will use the net proceeds from the offering for general corporate purposes and may contribute some portion of the proceeds in the form of capital to the Bank.  We may also use the net proceeds for potential future acquisitions, although we have no agreements for any acquisitions other than the FNBNY Bancorp, Inc. acquisition at this time.

This prospectus supplement contains limited financial information on which to evaluate the acquisition of FNBNY Bancorp, Inc.

This prospectus supplement contains limited financial information on which to evaluate the acquisition of FNBNY Bancorp, Inc.  This prospectus supplement may not contain all of the financial and other information about FNBNY Bancorp, Inc. that you may consider important, including information related to First National Bank of New York’s loan portfolio, the impact of the acquisition on us and, ultimately, an investment in our common stock.

Risks Related to this Offering and Ownership of Our Common Stock

The price of our common stock may fluctuate significantly, which may make it difficult for investors to resell shares of common stock at times or prices they find attractive.

Our stock price may fluctuate significantly as a result of a variety of factors, many of which are beyond our control. These factors include, in addition to those described in “Special Note Regarding Forward Looking Statements”:

·                                          Actual or anticipated quarterly fluctuations in our operating results and financial condition;

·                                          Changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institutions;

·                                          Speculation in the press or investment community regarding stock prices generally or relating to our reputation or the financial services industry;

·                                          Strategic actions by us or our competitors, such as acquisitions, restructurings, dispositions or financings;

·                                          Fluctuations in the stock price and operating results of our competitors;

·                                          Future sales of our equity or equity-related securities;

·                                          Proposed or adopted regulatory changes or developments;

·                                          Anticipated or pending investigations, proceedings or litigation that involve or affect us;

·                                          Domestic and international economic factors unrelated to our performance; and

·                                          General market conditions and, in particular, developments related to market conditions for the financial services industry.

In addition, in recent years, the stock market in general has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies, including for reasons unrelated to their operating performance. These broad market fluctuations may adversely affect our stock price, notwithstanding our operating results. We expect that the market price of our common stock will continue to fluctuate and there can be no assurances about the levels of the market prices for our common stock.

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The trading volume in our common stock has been low, and the sale of a substantial number of shares in the public market could depress the price of our stock and make it difficult for you to sell your shares.

Our common stock is currently traded on the NASDAQ. Our common stock is thinly traded and has substantially less liquidity than the average trading market for many other publicly traded companies, with volume averaging approximately 16,783 shares per day over the three months ended August 31, 2013. Thinly traded stocks can be more volatile than stock trading in an active public market. Our stock price has been volatile in the past, and several factors could cause the price to fluctuate substantially in the future. These factors include: our announcement of developments related to our businesses, operations and stock performance of other bank holding companies deemed to be peers, news reports of trends and concerns, irrational exuberance on the part of investors and other issues related to the financial services industry. Recently, the stock market has experienced a high level of price and volume volatility, and market prices for the stock of many companies, including those in the financial services sector, have experienced wide price fluctuations that have not necessarily been related to operating performance. Our stock price may fluctuate significantly in the future, and these fluctuations may be unrelated to our performance. General market declines or market volatility in the future, especially in the financial institutions sector of the economy, could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices. Therefore, our shareholders may not be able to sell their shares at the volume, prices or times that they desire.

We may issue additional equity securities, or engage in other transactions which dilute our book value or affect the priority of the common stock, which may adversely affect the market price of our common stock.

Our board of directors may determine from time to time that we need to raise additional capital by issuing additional shares of our common stock or other securities. Except as described under “Underwriting,” we are not restricted from issuing additional shares of common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings, or the prices at which such offerings may be affected. Such offerings could be dilutive to common shareholders. New investors also may have rights, preferences and privileges that are senior to, and that adversely affect, our then current common shareholders.  If we raise additional capital by selling debt or preferred equity securities, upon liquidation, holders of our debt securities and shares of preferred stock, and lenders with respect to other borrowings, will receive distributions of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common stock, or both. Holders of our common stock are not entitled to preemptive rights or other protections against dilution.

Substantial regulatory limitations on changes of control and anti-takeover provisions in our certificate of incorporation and bylaws may make it more difficult for you to receive a change in control premium.

With certain limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring more than 10% (5% if the acquiror is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct the management or policies of our company without prior notice or application to and the approval of the Federal Reserve Board.

In addition, our certificate of incorporation and bylaws contain a number of provisions that may make it more difficult for a third party to acquire control of the Company without the approval of our board of directors, and may make it more difficult or expensive for a third party to acquire a majority of our outstanding common stock.  See “Description of Our Capital Stock—Certain Provisions in Our Certificate of Incorporation, Our Bylaws and Federal Law Affecting Our Shareholders.”

Our ability to pay dividends is subject to regulatory limitations and other limitations that may affect our ability to pay dividends to our shareholders or to repurchase our common stock.

We are a separate legal entity from our subsidiary, the Bank, and do not have significant operations of our own. The availability of dividends to us from the Bank is limited by various statutes and regulations. It is possible,

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depending upon the financial condition of the Bank and other factors that the Bank’s regulator could assert that payment of dividends or other payments may result in an unsafe or unsound practice. In addition, under the Dodd-Frank Act, we will be subjected to consolidated capital requirements and will be required to serve as a source of strength to the Bank. If the Bank is unable to pay dividends to us or if we are required to retain capital or contribute capital to the Bank, we may not be able to pay dividends on our common stock or to repurchase shares of common stock.

Upon expiration of lock-up agreements between the underwriters and our officers and directors, a substantial number of shares of our common stock could be sold into the public market, which could depress our stock price.

In connection with this offering, our officers and directors have entered into lock-up agreements with the underwriters that prohibit, subject to certain limited exceptions, the disposal or pledge of, or the hedging against, any of their common stock or securities convertible into or exchangeable for shares of common stock for a period of 120 days after the date of the underwriting agreement.

However, upon the expiration of these lock-up agreements in January 2014, subject to any extension of such expiration date, the market price of our common stock could decline as a result of sales by our shareholders in the market or the perception that these sales could occur. These factors could also make it difficult for us to raise additional capital by selling stock.

We will have broad discretion in applying the net proceeds of this offering and the use of proceeds may not enhance the market value of our common stock.

We have significant flexibility in applying the proceeds of this offering.  We are not required to allocate the proceeds to any specific investment or transaction or other use. As part of your investment decision, you will not be able to assess or direct how we apply the net proceeds. We may not be able to fully or profitably deploy the proceeds of this offering. The price of our common stock may decline if the market does not view our use of the proceeds from this offering favorably.

We expect that the completion of this offering will increase our capital and support the acquisition of FNBNY Bancorp, Inc. as well as future growth and acquisitions.  In addition, we may use a portion of the net proceeds of this offering for general corporate purposes and may contribute some portion of the proceeds in the form of capital to the Bank. The Bank may use such contributed proceeds for general corporate purposes.

The closing of the offering is not contingent on the closing of the merger with FNBNY Bancorp, Inc.

The closing of this offering is not contingent upon the closing of the merger with FNBNY Bancorp, Inc.  Accordingly, if you decide to purchase shares of our common stock you should be willing to do so whether or not we complete the merger with FNBNY Bancorp, Inc.  If the merger is not completed, we will use the net proceeds from the offering for general corporate purposes and may contribute some portion of the proceeds in the form of capital to the Bank.  We may also use the net proceeds for potential future acquisitions, although we have no agreements for any acquisitions other than the FNBNY Bancorp, Inc. acquisition at this time.

RECENT DEVELOPMENTS

While our third quarter is not yet complete and we plan to issue our third quarter results in late October, the following describes our current expectations for the third quarter of 2013:

·                                          We expect net interest income will be higher compared to the quarter ended June 30, 2013 due to growth in earning assets;

·                                          We expect that we will experience slight net interest margin compression due to lower interest rates on loans and slightly higher costs on borrowings related to $25 million in additional fixed pay swaps executed as part of a strategy to manage interest rate risk;

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·                                          We expect average loans and deposits will increase compared to the quarter ended June 30, 2013;

·                                          We expect that noninterest income will be down due to lower gains on sales of securities compared to the quarter ended June 30, 2013;

·                                          We expect noninterest expenses will increase modestly compared to the quarter ended June 30, 2013, reflecting a full quarter of expenses associated with the new Shelter Island branch opened in late May 2013, as well as costs associated with the FNBNY acquisition;

·                                          We expect nonperforming assets (“NPAs”) will be increase slightly compared to the quarter ended June 30, 2013, but we expect NPAs to total assets to be relatively flat and remain below our peers;

·                                          We expect charge-offs to be down compared to the quarter ended June 30, 2013; and

·                                          We expect the allowance for loan losses will increase modestly from the June 30, 2013 level.

The expectations described above are preliminary in nature and based upon currently available information, and the line items described can be highly volatile. Accordingly, no assurance can be given that our financial results for the completed quarter will be consistent with our current expectations described above.

AGREEMENT TO ACQUIRE FNBNY BANCORP, INC.

The following summary highlights selected information related to the entry into a definitive agreement to acquire FNBNY.  The summary below may not contain all of the information that is important to you and is qualified in its entirety by more detailed information included or incorporated by reference into this prospectus supplement, including the information set forth under the caption “Risk Factors — Risks Related to our Business and Operating Environment” and the terms of the merger agreement described in our Current Report on Form 8-K filed on September 30, 2013 and incorporated by reference herein.

On September 27, 2013 we entered into a definitive agreement to acquire FNBNY. The transaction has been approved by the Board of Directors of each company and is expected to close in the first quarter of 2014. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of FNBNY’s shareholders.

Under the terms of the agreement, shareholders of FNBNY will receive an aggregate of 244,110 Bridge Bancorp shares in exchange for all the issued and outstanding stock of FNBNY, subject to certain adjustments.  The purchase price will increase to the extent principal is recovered on $6.3 million of certain identified problem loans through closing and over a two-year period after the acquisition.  The purchase price will decrease if recoveries of $0.4 million of certain insurance claims are not received by the closing. Excluding these potential adjustments and based on Bridge Bancorp’s average closing stock price for the three days ended September 10, 2013 of $21.51, the transaction has an aggregate estimated value of $5.3 million.

FNBNY currently operates 3 full-service banking centers in Nassau and Suffolk counties in New York with total assets of $276 million, including $100 million in loans, funded by deposits of $209 million.  The combined institution will have $2.0 billion in assets, $1.7 billion in deposits and 26 branches serving Long Island with no branch consolidations expected.

USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $          million (or $        million if the underwriters exercise their option to purchase additional shares in full) after deducting underwriting discounts and commissions and estimated expenses payable by us. We expect that the completion of this offering will increase our capital and support the acquisition of FNBNY Bancorp, Inc. as well as future growth and acquisitions.  In addition, we may use a portion of the net proceeds of this offering for general corporate purposes and may

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contribute some portion of the proceeds in the form of capital to the Bank. The Bank may use such contributed proceeds for general corporate purposes.

The closing of this offering is not contingent upon the closing of the acquisition of FNBNY Bancorp, Inc.  Accordingly, if you decide to purchase shares of our common stock you should be willing to do so whether or not we complete the FNBNY Bancorp, Inc. acquisition.  If we do not complete the FNBNY Bancorp, Inc. acquisition, we will use the net proceeds from the offering for general corporate purposes and may contribute some portion of the proceeds in the form of capital to the Bank.  We may also use the net proceeds for potential future acquisitions, although we have no agreements for any acquisitions other than the FNBNY Bancorp, Inc. acquisition at this time.

CAPITALIZATION

The following table shows our capitalization as of June 30, 2013 on an actual basis and on an as adjusted basis to give effect to the receipt of the net proceeds from the offering.  The as adjusted capitalization assumes the sale of $        million of common stock, that the underwriter’s option to purchase additional shares is not exercised, and that the net proceeds from the offering, after deducting the estimated offering expenses payable by us, are approximately $       million.

(1)         The number of common shares to be outstanding after the offering is based on actual shares outstanding as of June 30, 2013, and assumes that          million shares of common stock are sold in the offering at a price of $     per share and that the underwriter’s option to purchase additional shares is not exercised. In addition, the number of common shares to be outstanding after this offering excludes (i) 49,362 shares subject to outstanding options having a weighted average exercise price of $25.44 per share, (ii) 731,426 shares of common stock reserved for issuance under our stock compensation plans, (iii) 265,732 shares of common stock reserved for issuance under our Dividend Reinvestment and Stock Purchase Plan and (iv) 244,110 shares of common stock issuable in connection with the merger with FNBNY Bancorp, Inc. (excluding any potential adjustments in the merger consideration).

(2)         If the underwriters exercise their option to purchase additional shares in full,         shares of common stock would be sold, resulting in estimated net proceeds of $          and additional paid-in capital would increase to $       .

(3)         Consists of debt issued in connection with our $16.0 million of trust preferred securities.

(4)         Includes total stockholders’ equity and junior subordinated debentures.

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MARKET FOR COMMON STOCK AND OUR DIVIDEND POLICY

Our common stock is listed and traded on the NASDAQ under the symbol “BDGE.”   As of September 30, 2013, we had 9,249,925 shares of common stock outstanding, held of record by approximately 942 shareholders of record.  On September 30, 2013, the last reported sale price of our common stock on the NASDAQ was $21.50 per share.

The following table sets forth, for the periods indicated, the high and low sales prices per share for the common stock as reported on the NASDAQ and the cash dividends paid per common share, for the periods shown.

The amount of future dividends, if any, will be determined by our board of directors and will depend on our earnings, financial condition and other factors considered by the board of directors to be relevant.  In addition, the payment of cash dividends on the common stock will depend upon the ability of the Bank to declare and pay dividends to us. The Bank’s ability to pay dividends will depend primarily upon its earnings, financial condition, and need for funds, as well as applicable governmental policies. Even if we have earnings in an amount sufficient to pay dividends, the Bank’s board of directors may determine to retain earnings for the purpose of funding growth. The Bank generally pays a dividend to us to provide funds for: debt service on the junior subordinated debentures, a portion of the proceeds of which were contributed to the Bank as capital; dividends that we pay to our shareholders; stock repurchases; and other expenses.

There are various legal limitations with respect to the Bank’s ability to pay dividends to us and our ability to pay dividends to shareholders.  New York Business Corporation Law provides that: (i) we may pay dividends on our outstanding shares except if we are insolvent or would be made insolvent by the dividend; and (ii) we may pay dividends out of surplus, so that our net assets remaining after such payment shall at least equal the amount of stated capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared, and/or the preceding fiscal year.   Under federal banking law, the prior approval of the Federal Reserve Board and the Office Comptroller of the Currency (the “OCC”) may be required in certain circumstances prior to the payment of dividends by us or the Bank.  A national bank may generally declare a dividend, without approval from the OCC, in an amount equal to its year-to-date net income plus the prior two years’ net income that is still available for dividend.  The OCC has the authority to prohibit a national bank from paying dividends if such payment is deemed

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to be an unsafe or unsound practice.  In addition, as a depository institution the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC. The Bank currently is not (and never has been) in default under any of its obligations to the FDIC.

The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board’s policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve Board has the authority to prohibit us from paying dividends if such payment is deemed to be an unsafe or unsound practice.

DESCRIPTION OF OUR CAPITAL STOCK

We are authorized to issue 20,000,000 shares of common stock, par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 per share.  As of September 30, 2013, we had 9,249,925 shares of common stock outstanding, and no shares of preferred stock outstanding.  In addition, as of September 30, 2013, there were outstanding options to acquire 49,362 shares of common stock, all of which were exercisable.

Description of Common Stock

Each share of common stock has the same relative rights as, and is identical in all respects to, each other share of common stock.

Dividends

The holders of our common stock are entitled to receive and share equally in such dividends, if any, declared by the board of directors out of funds legally available therefor.  Under the New York Business Corporation Law, we may pay dividends on our outstanding shares except if we are insolvent or would be made insolvent by the dividend.  In addition, we may pay dividends out of surplus, so that our net assets remaining after such payment shall at least equal the amount of stated capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared, and/or the preceding fiscal year.  If we issue preferred stock, the holders thereof may have a priority over the holders of our common stock with respect to dividends.

Voting Rights

The holders of our common stock are generally entitled to one vote per share. Holders of our common stock are not entitled to cumulate their votes in the election of directors.

Liquidation

In the event of our liquidation, dissolution or winding up, the holders of our common stock would be entitled to receive, after payment or provision for payment of all our debts and liabilities and the holders of any preferred stock, all of our assets available for distribution.

No Preemptive or Redemption Rights

Holders of our common stock are not entitled to preemptive rights with respect to any shares that may be issued. The common stock is not subject to redemption.

Description of Preferred Stock

Our certificate of incorporation permits the board of directors to authorize the issuance of up to 2,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, without shareholder action. The board of directors can fix the number of shares to be included in each such series, and the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Therefore,

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without shareholder approval, our board of directors can authorize the issuance of preferred stock with voting, dividend, liquidation and conversion and other rights that could dilute the voting power of the common stock and may assist management in impeding any unfriendly takeover or attempted change in control. None of our preferred stock is currently outstanding.  A more detailed description of our preferred stock is included in the accompanying prospectus under the heading “Description of the Securities—Description of Preferred Stock.”

Provisions in Our Certificate of Incorporation, Our Bylaws and Federal Law Affecting Our Shareholders

Our certificate of incorporation and bylaws contain a number of provisions relating to corporate governance and rights of shareholders that might discourage future takeover attempts. As a result, shareholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of our board of directors or management more difficult.  Such provisions include, among others, the requirement of a supermajority vote of shareholders to approve certain business combinations and other corporate actions, special procedural rules for certain business combinations, a classified board of directors, restrictions on the calling of special meetings of shareholders that do not provide for the calling of special meetings by the shareholders, and a provision in our certificate of incorporation allowing the board of directors to oppose a tender or other offer for our securities, including through the issuance of authorized but unissued securities or treasury stock or granting stock options, based on a wide range of considerations.  The foregoing is qualified in its entirety by reference to our certificate of incorporation and bylaws, both of which are on file with the SEC.

The Bank Holding Company Act generally would prohibit any company that is not engaged in financial activities and activities that are permissible for a bank holding company or a financial holding company from acquiring control of us. “Control” is generally defined as ownership of 25% or more of the voting stock or other exercise of a controlling influence. In addition, any existing bank holding company would need the prior approval of the Federal Reserve before acquiring 5% or more of our voting stock.  The Change in Bank Control Act of 1978, as amended, prohibits a person or group of persons from acquiring control of a bank holding company unless the Federal Reserve has been notified and has not objected to the transaction.  Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as us, could constitute acquisition of control of the bank holding company.

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UNDERWRITING

We are offering the shares of our common stock described in this prospectus supplement and the accompanying prospectus through RBC Capital Markets, LLC (“RBC Capital Markets”), as representative of the underwriters named below.  We have entered into an underwriting agreement with the underwriters dated October   , 2013 (the “Underwriting Agreement”). Our common stock is offered subject to a number of conditions, including receipt and acceptance of the common stock by the underwriters. In connection with this offering, the underwriters or securities dealers may distribute documents to investors electronically. Subject to the terms and conditions of the Underwriting Agreement, each underwriter has agreed to purchase all of the respective number of shares of common stock set forth opposite its name below:

Total

The Underwriting Agreement provides that the underwriters are obligated to purchase all the shares of our common stock in the offering if any are purchased, other than those shares covered by the option to purchase additional shares described below.

Commissions and discounts

Shares of common stock sold by the underwriters to the public will be offered initially at the public offering price set forth on the cover of this prospectus supplement. After the initial public offering, the underwriters may change the offering price and the other selling terms. Sales of shares of common stock made outside of the United States may be made by the underwriters or affiliates of the underwriters.

The following table shows the per share and total underwriting discounts and commissions we will pay to the underwriters, assuming both no exercise and full exercise of the underwriters’ option to purchase an additional shares of common stock:

We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately $225,000.  The underwriters will be responsible for paying their own expenses in connection with this offering.

Option to purchase additional shares

We have granted the underwriters an option to buy up to an additional 15% of the offered amount, or additional shares, of our common stock at the public offering price less underwriting discounts and commissions. The underwriters may exercise this option in whole or from time to time in part. The underwriters have 30 days from the date of the Underwriting Agreement to exercise this option.

No sales of similar securities

We, our executive officers and our directors have entered into lock-up agreements with the underwriters. Under these agreements, we and each of these persons may not, without the prior written approval of the underwriters, subject to limited exceptions, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or

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exchangeable or exercisable for our common stock, whether now owned or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition or file any registration statement, or request that one be filed, under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of our common stock, whether any such swap, hedge or transaction is to be settled by delivery of shares of our common stock or other securities, in cash or otherwise. These restrictions will be in effect for a period of 120 days from the date of the Underwriting Agreement. At any time and without public notice, the underwriters may, in their sole discretion, release all or some of the securities from these lock-up agreements.

The 120-day restricted period described above is subject to extension under limited circumstances. In the event that either (1) during the last 17 days of the 120-day restricted period we issue an earnings release or material news or a material event relating to the Company or its subsidiaries occurs or (2) prior to the expiration of the 120-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 120-day restricted period, then the restricted period will continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event relating to the Company.

Indemnification and contribution

We have agreed to indemnify the underwriters and their affiliates, selling agents and controlling persons against certain liabilities. If we are unable to provide this indemnification, we will contribute to the payments the underwriters and their affiliates, selling agents and controlling persons may be required to make in respect of those liabilities.

NASDAQ listing

Our common stock is listed and traded on the NASDAQ under the symbol “BDGE.”

Price stabilization and short positions

In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our common stock, including:

· stabilizing transactions;

· short sales; and

· purchases to cover positions created by short sales.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of our common stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering. Short sales may be “covered short sales,” which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked short sales,” which are short positions in excess of that amount.

The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchased in this offering.

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As a result of these activities, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time without notice. The underwriters may carry out these transactions on the NASDAQ or otherwise.

Passive market making

In connection with this offering, the underwriters and selected dealers, if any, may engage in passive market making transactions in our common stock on the NASDAQ in accordance with Rule 103 of Regulation M under the Securities Exchange Act of 1934, as amended, during a period before the commencement of offers or sales of common stock and extending through the completion of the distribution of this offering. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters and dealers, if any, are not required to engage in passive market making and may end passive market making activities at any time.

Affiliations