UNITED STATES ~~OF AMERICA~~

SECURITIES &AND EXCHANGE COMMISSION

Washington, D.C. 20549

^{______________}

FORM 10-Q

^{______________}

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

For the ~~Quarterly Period Ended June~~quarterly period ended September 30, ~~2005~~

2005.

o oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Transition Period From __________to~~transition period from ____________ to ____________.

~~___________~~

Commission file number 2-81353

^{______________}

CENTER BANCORP, INC.

(Exact name of registrant as specified in its charter)

^{______________}


New Jersey		52-1273725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2455 Morris Avenue, Union, New Jersey		07083
(Address of principal executive offices)		(Zip Code)

	(908) 688-9500
	(Registrant’s telephone number, including area code)

~~(908) 688-9500~~

~~(Registrant's telephone number, including area code)~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or ~~15 (d)~~15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesýNo No¨o

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

YesýNo No¨o


Common stock, no par value:		~~13,426,042~~13,428,628
~~(Title~~ (Title of Class)		(Outstanding at ~~July 29,~~October 31, 2005)

CENTER BANCORP, INC.

INDEX TO FORM 10-Q

~~PART I.~~	~~FINANCIAL INFORMATION~~	~~Page~~
Part I.		Financial Information	Page

Item 1.		Financial Statements
		Consolidated Statements of Condition at ~~June~~September 30, 2005 (unaudited) and December 31, 2004 (audited)	4

		Consolidated Statements of Income for the Three and ~~Six~~ ~~months ended June~~Nine Months Ended September 30, 2005 and 2004 (unaudited)	5

		Consolidated Statement of Changes in ~~Stockholders~~Stockholders’ Equity for the ~~year~~ Nine Months ended September 30, 2004 and ~~2005.~~2005 (unaudited)	6

		Consolidated Statements of Cash Flows for the ~~Six months~~Nine Months ended ~~June~~ September 30, 2005 and 2004 (unaudited)	7

		Notes to Consolidated Financial Statements	~~8-12~~ 8-13

Item 2.	~~Management's~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~13-28~~ 13-32

Item 3.		Qualitative and Quantitative Disclosures ~~about~~About Market Risks	29 32

Item 4.		Controls and Procedures	29 33

~~PART~~Part II.		~~OTHER INFORMATION~~Other Information

Item 1.		Legal Proceedings	30 33

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 6.		Exhibits	33

~~Item 6.~~	~~Exhibits~~	Signatures	34


	~~Signatures~~	31
	Certifications
	~~Certifications~~	~~33-36~~

PART I-I. FINANCIAL INFORMATION

The following unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and, accordingly, do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial ~~statements~~. statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005, or for any other interim period. The consolidated financial statements included in the Center Bancorp, Inc. 2004 Annual Report on Form 10-K should be read in conjunction with these statements.

~~PART 1 - FINANCIAL STATEMENT~~Item 1. Financial Statements

~~Center Bancorp, Inc. and Subsidiaries~~CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION


	September 30,			December 31,
	2005			2004
	(unaudited)
	(dollars in thousands)
Assets
Cash and due from banks	$	26,008		$	12,033
Investment securities held to maturity (approximate market value of $146,503 in 2005 and $127,898 in 2004)		145,409			124,162
Investment securities available-for-sale		437,737			453,524
Total investment securities		583,146			577,686
Loans held for sale		260			—
Loans, net of unearned income		502,546			377,304
Less-allowance for loan losses		4,989			3,781
Net loans		497,817			373,523
Premises and equipment, net		18,354			17,622
Accrued interest receivable		5,874			4,533
Bank owned life insurance		18,400			17,848
Other assets		5,708			3,679
Goodwill and other intangible assets		17,448			2,091
Total assets	$	1,172,755		$	1,009,015

Liabilities
Deposits:
Non-interest-bearing	$	138,360		$	127,226
Interest-bearing:
Certificates of deposit $100,000 and over		118,235			163,810
Interest-bearing transaction demand, savings and time deposits $100,000 and less		424,683			411,236
Total deposits		681,278			702,272
Short-term borrowings		202,542			101,357
Long-term borrowings		167,959			115,000
Subordinated debentures		15,465			15,465
Accounts payable and accrued liabilities		5,443			6,278
Total liabilities		1,072,687			940,372
Commitments and contingencies

Stockholders’ Equity
Preferred Stock, no par value: Authorized 5,000,000 shares; none issued		0			0
Common Stock, no par value: Authorized 20,000,000 shares; issued 14,467,962 and 11,475,446 shares in 2005 and 2004, respectively		65,592			30,441
Additional paid-in capital		3,782			4,477
Retained earnings		37,741			36,973
Treasury stock at cost (1,039,334 and 1,056,972 shares in 2005 and 2004, respectively)		(3,712	)		(3,775	)
Accumulated other comprehensive (loss)/income		(3,335	)		527
Total stockholders’ equity		100,068			68,643
Total liabilities and stockholders’ equity	$	1,172,755		$	1,009,015

June 30,

December 31,

(Dollars In Thousands)

2005

2004

(unaudited)

ASSETS

Cash and due from banks $ 32,001 $ 12,033
Federal funds sold and securities purchased under agreement to resell 0 0
Total cash and cash equivalents $ 32,001 12,033
Investment securities held to maturity (approximate market value of $154,017 in 2005 and $127,898 in 2004)
151,088 124,162
Investment securities available-for-sale 436,670 453,524
Total investment securities 587,758 577,686
Loans, net of unearned income 498,602 377,304
Less--Allowance for loan losses 4,995 3,781
Net loans 493,607 373,523
Premises and equipment, net 18,110 17,622
Accrued interest receivable 5,649 4,533
Bank owned life insurance 18,215 17,848
Other assets 5,749 3,679
Goodwill and other intangible assets 17,479 2,091
Total assets
$ 1,178,568 $ 1,009,015

LIABILITIES

Deposits:
Non-interest-bearing $ 148,742 $ 127,226
Interest-bearing:
Certificates of deposit $100,000 and over 118,126 163,810
Interest-bearing transaction demand, savings and time deposits $100,000 and less
454,338

411,236

Total deposits 721,206 702,272
Short-term borrowings 164,934 101,357
Long-term borrowings 168,555 115,000
Subordinated debentures 15,465 15,465
Accounts payable and accrued liabilities 6,724 6,278
Total liabilities 1,076,884 940,372

Commitments and contingencies

STOCKHOLDERS’ EQUITY:

Preferred Stock, no par value, Authorized 5,000,000 shares; None Issued
0 0
Common stock, no par value: Authorized 20,000,000 shares; issued 14,467,962 and 11,475,446 shares in 2005 and 2004, respectively

65,592

30,441

Additional paid in capital 3,775 4,477
Retained earnings 37,081 36,973
Treasury stock at cost (1,041,920 and 1,056,972 shares in 2005 and 2004, respectively)
(3,721 ) (3,775 )
Restricted stock 0 0
Accumulated other comprehensive (loss)/income (1,043 ) 527
Total stockholders’ equity 101,684 68,643
Total liabilities and stockholders’ equity
$ 1,178,568 $ 1,009,015

All per common share amounts have been adjusted retroactively for common stock splits and common stock dividends impacting the periods presented.

~~SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

See accompanying notes to consolidated financial statements.

~~Center Bancorp, Inc. and Subsidiaries~~

CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
	(unaudited)
	(in thousands, except per share data)
Interest income:
Interest and fees on loans	$	7,044	$	4,705	$	18,005	$	13,571
Interest and dividends on investment securities:
Taxable interest income		4,824		4,167		14,247		12,267
Non-taxable interest income		989		925		2,954		2,658
Dividends		717		324		1,632		927
Interest on Federal funds sold and securities purchased under agreement to resell		0		0		29		0
Total interest income		13,574		10,121		36,867		29,423
Interest expense:
Interest on certificates of deposit $100,000 and over		820		345		2,806		538
Interest on other deposits		2,105		1,490		5,561		4,692
Interest on borrowings		3,494		1,696		8,081		4,721
Total interest expense		6,419		3,531		16,448		9,951
Net interest income		7,155		6,590		20,419		19,472
Provision for loan losses		0		205		0		615
Net interest income after provision for loan losses		7,155		6,385		20,419		18,857
Other income:
Service charges, commissions and fees		501		513		1,471		1,471
Other income		235		133		490		344
Annuity & insurance		49		5		163		25
Bank owned life insurance		185		188		552		546
Gain on securities sold		326		0		362		157
Total other income		1,296		839		3,038		2,543
Other expense:
Salaries and employee benefits		3,168		2,685		9,049		7,963
Occupancy, net		575		455		1,587		1,477
Premises and equipment		499		457		1,440		1,377
Stationery and printing		156		127		458		423
Marketing and advertising		183		112		515		408
Other		1,356		914		3,650		2,997
Total other expense		5,937		4,750		16,699		14,645
Income before income tax expense		2,514		2,474		6,758		6,755
Income tax expense		478		457		1,044		1,232
Net income	$	2,036	$	2,017	$	5,714	$	5,523
Earnings per share:
Basic	$	.15	$	.21	$	.49	$	.59
Diluted	$	.15	$	.21	$	.49	$	.58
Weighted average common shares outstanding:
Basic		13,427,251		9,485,531		11,607,358		9,435,458
Diluted		13,472,086		9,529,997		11,651,521		9,497,921

(Unaudited)
Three Months Ended

Six Months Ended

June 30,

June 30,

(In Thousands, Except Per Share Data)

2005

2004

2005

2004

Interest income:

Interest and fees on loans $ 5,928 $ 4,490 $ 10,961 $ 8,866
Interest and dividends on investment securities:
Taxable interest income 4,935 4,119 9,423 8,099
Non-taxable interest income 992 853 1,965 1,733
Dividends 465 270 915 604
Interest on Federal funds sold and securities purchased under agreement to resell
17 0 29 0
Total interest income 12,337 9,732 23,293 19,302
Interest expense:

Interest on certificates of deposit $100,000 and over 987 92 1,986 193
Interest on other deposits 1,896 1,561 3,456 3,202
Interest on borrowings 2,605 1,580 4,587 3,025
Total interest expense 5,488 3,233 10,029 6,420
Net interest income 6,849 6,499 13,264 12,882
Provision for loan losses 0 205 0 410
Net interest income after provision for loan losses 6,849 6,294 13,264 12,472
Other income:

Service charges, commissions and fees 475 477 970 958
Other income 159 109 255 211
Annuity & Insurance 72 12 114 20
Bank Owned Life Insurance 185 192 367 358
Gain on securities sold 23 31 36 157
Total other income 914 821 1,742 1,704
Other expense:

Salaries and employee benefits 3,004 2,641 5,881 5,278
Occupancy, net 442 459 1,012 1,022
Premises and equipment 483 475 941 920
Stationery and printing 181 144 302 296
Marketing and advertising 160 147 332 296
Other 1,153 1,038 2,294 2,083
Total other expense 5,423 4,904 10,762 9,895
Income before income tax expense 2,340 2,211 4,244 4,281
Income tax expense 407 429 566 775
Net income $ 1,933 $ 1,782 $ 3,678 $ 3,506
Earnings per share: (Note 4)

Basic $ .18 $ .19 $ .34 $ .37
Diluted $ .18 $ .19 $ .34 $ .37
Weighted average common shares outstanding:
Basic 10,962,507 9,422,960 10,697,411 9,410,420
Diluted 11,005,043 9,482,201 10,741,239 9,481,883

All per common share amounts have been adjusted retroactively for common stock splits and common stock dividends impacting the periods presented.

~~SEE ACCOMPANYING NOTES TO~~
See accompanying notes to consolidated financial statements.
5

CENTER BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


	Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Restricted Stock			Accumulated Other Compre- hensive Income			Total Stock- holders’ Equity
	(in thousands, except share data)
Balance, December 31, 2003	$	19,405	$	4,677		$	33,268		$	(3,978	)	$	(14	)	$	822		$	54,180
Cash dividend		—		—			(2,346	)		—			—			—			(2,346	)
Issuance of common stock		397		—			—			—			—			—			397
Private Placement:
Issuance discount		—		—			(545	)		—			—			—			(545	)
Issuance cost		—		(542	)		—			—			—			—			(542	)
Issuance of common stock		10,524		—			—			—			—			—			10,524
Exercise of stock option		—		389			—			195			—			—			584
Restricted stock award		—		—			—			—			14			—			14
Net income		—		—			5,523			—			—			—			5,523
Additional minimum pension liability, net of tax		—		—			—			—			—			(14	)		—
Unrealized holding loss on securities arising during the period (net of tax benefit of $86)		—		—			—			—			—			(166	)		—
Less reclassification adjustment for gains included in net income (net of tax of $53)		—		—			—			—			—			104			—
Net unrealized holding loss on securities arising during the period (net of tax of $33)		—		—			—			—			—			(76	)		(76	)
Total comprehensive income		—		—			—			—			—			—			5,447
Balance, September 30, 2004	$	30,326	$	4,524		$	35,900		$	(3,783	)	$	0		$	746		$	67,713

Balance, December 31, 2004	$	30,441	$	4,477		$	36,973		$	(3,775	)	$	0		$	527		$	68,643
Cash dividend		—		—			(3,309	)		—			—			—			(3,309	)
Issuance of common stock		21,874		(925	)		(1,637	)		—			—			—			19,312
Common Stock issued Red Oak Acquisition		13,277		—			—			—			—			—			13,277
Exercise of stock option		—		155			—			32			—			—			187
Restricted stock award		—		75			—			31			—			—			106
Net income		—		—			5,714			—			—			—			5,714
Unrealized holding losses on securities arising during the period (net of tax of $2,113)		—		—			—			—			—			(4,101	)		—
Less reclassification adjustment for gains included in net income (net of tax of $123)		—		—			—			—			—			239			—
Net unrealized holding losses on securities arising during the period (net of tax of $1,990)		—		—			—			—			—			(3,862	)		(3,862	)
Total comprehensive income		—		—			—			—			—			—			1,852
Balance, September 30, 2005	$	65,592	$	3,782		$	37,741		$	(3,712	)	$	0		$	(3,335	)	$	100,068

See accompanying notes to consolidated financial statements.

CENTER BANCORP, INC. AND SUBSIDIARIES

~~Center Bancorp, Inc. And Subsidiaries~~

~~Consolidated Statements of Changes in Stockholders Equity~~

~~(Unaudited)~~

Accumulated Total
Common Additional Other Stock-
Stock Paid in Retained Treasury Restricted Comprehensive holders'
(in thousands, except share data) Amount Capital Earnings Stock Stock Income Equity
Balance, December 31, 2003 $ 19,405 $ 4,677 $ 33,268 $ (3,978 ) $ (14 ) $ 822 $ 54,180

Cash dividend (1,550 ) (1,550 )
Issuance of common stock 264 264
Exercise of stock option 57 170 227
Restricted stock award 14 14
Repurchase of common stock 0
Net income 3,506 3,506
Additional minimum pension liability, net of tax
(14 ) (14 )
Unrealized holding loss on securities arising during the period (net of tax benefit of $2,881)
(5,593 )
Less reclassification adjustment for loss included in net income (net of tax of $53)
103
Net unrealized holding loss on securities arising during the period (net of tax of $2,828)
(5,504 ) (5,504 )
Total comprehensive income (1,998 )
Balance, June 30, 2004

$
19,669

$
4,734

$
35,224

$
(3,808
)
$
0

$
(4,682
)
$
51,137

Balance, December 31, 2004 $ 30,441 $ 4,477 $ 36,973 $ (3,775 ) $ 0 $ 527 $ 68,643

Cash dividend (1,933 ) (1,933 )
Issuance of common stock 21,874 (925 ) (1,637 ) 19,312
Common Stock Issued Red Oak Acquisition
13,277 13,277
Exercise of stock option 148 23 171
Restricted stock award 75 31 0 106
Net income 3,678 3,678
Unrealized holding losses on securities arising during the period (net of tax of $821)
(1,594 )
Less reclassification adjustment for gains included in net income (net of tax of $12)
24
Net unrealized holding losses on securities arising during the period (net of tax of $809)
(1,570 ) (1,570 )
Total comprehensive income 2,108
Balance, June 30, 2005

$
65,592

$
3,775

$
37,081

$
(3,721
)
$
0

$
(1,043
)
$
101,684

~~SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Center Bancorp, Inc. and Subsidiaries~~

CONSOLIDATED STATEMENTS OF CASH ~~FLOW~~FLOWS


	Nine Months Ended
	September 30,
	2005			2004
	(unaudited)
	(dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	5,714		$	5,523
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and amortization		1,348			1,140
Provision for loan losses		0			615
Gains on sale of investment securities available-for-sale		(362	)		(157	)
Increase in accrued interest receivable		(1,341	)		(458	)
Decrease/(increase) in other assets		1,258			(1,348	)
(Decrease)/increase in other liabilities		(1,570	)		1,944
Increase in cash surrender value of bank owned life insurance		(552	)		(546	)
Amortization of premium and accretion of discount on investment securities, net		348			655
Net cash provided by operating activities		4,843			7,368
Cash Flows from Investing Activities:
Proceeds from maturities and paydown of securities AFS		242,243			66,491
Proceeds from maturities of investment securities held to maturity		24,279			30,029
Purchase of FHLB and FRB Stock, net		(3,159	)		(670	)
Proceeds from sales of investment securities available-for-sale		59,427			34,501
Purchase of securities available-for-sale		(287,285	)		(101,540	)
Purchase of securities held to maturity		(40,901	)		(3,218	)
Net increase in loans		(34,669	)		(29,545	)
Cash and cash equivalents acquired from Red Oak Bank		2,433			0
Cash consideration paid to acquire Red Oak Bank		(13,279	)		0
Property and equipment expenditures, net		(1,532	)		(2,463	)
Purchase of bank owned life insurance		0			(2,500	)
Net cash used in investing activities		(52,443	)		(8,915	)
Cash Flows from Financing Activities:
Net decrease in deposits		(91,669	)		(23,972	)
Net increase in short term borrowings		92,685			32,636
Proceeds from FHLB advances		192,439			35,000
Payments on FHLB advances		(148,070	)		(50,000	)
Dividends paid		(3,309	)		(2,346	)
Proceeds from issuance of common stock		19,312			10,393
Exercise of stock options		187			584
Net cash provided by financing activities		61,575			2,295
Net increase in cash and cash equivalents		13,975			748
Cash and cash equivalents at beginning of year		12,033			16,509
Cash and cash equivalents at end of year	$	26,008		$	17,257
Supplemental Disclosures of Cash Flow Information:
Interest paid on deposits and short-term borrowings	$	16,320		$	9,801
Income taxes	$	810		$	1,297
Supplemental Disclosures of Cash Flow Information: at Date of Acquisition
Non cash investing activities:	$	5,404			0
Fair value of assets acquired	$	113,669			0
Goodwill and core deposit intangible	$	15,394			0
Liabilities assumed	$	88,518			—
Common stock issued for the Red Oak Bank acquisition, net	$	13,277		$	0

Six Months Ended

(Unaudited)

June 30,

(Dollars in Thousands)

2005

2004

Cash Flows From Operating Activities:

Net income $ 3,678 $ 3,506
Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities:

Depreciation and amortization 851 757
Provision for loan losses 0 410
Gains on sale of investment securities available-for-sale (36 ) (157 )
(Increase) decrease in accrued interest receivable (1,116 ) 33
Decrease (Increase) in other assets 398 (1,525 )
Decrease in other liabilities (304 ) (780 )
Increase in cash surrender value of bank owned life insurance (367 ) (358 )
Amortization of premium and accretion of discount on investment securities, net 240 507
Net cash provided by operating activities 3,344 2,393
CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds form maturities and paydown of securities AFS 177,542 48,445
Proceeds from maturities of investment securities held to maturity 8,325 25,430
Purchase of FHLB and FRB Stock, net (2,779 ) (2,190 )
Proceeds from sales of investment securities available-for-sale 48,183 29,275
Purchase of securities available-for-sale (207,876 ) (93,470 )
Purchase of securities held to maturity (30,561 ) (2,506 )
Net increase in loans (30,459 ) (16,415 )
Cash and cash equivalents acquired from Red Oak 2,433 0
Cash consideration paid to acquire Red Oak (13,279 ) 0
Property and equipment expenditures, net (844 ) (1,135 )
Purchase of bank owned life insurance 0 (2,500 )
Net cash (used in) investing activities (49,315 ) (15,066 )
CASH FLOWS FROM FINANCING ACTIVITIES:

Net (decrease) increase in deposits (51,741 ) 395
Net increase in short term borrowings 54,948 29,959
Proceeds form FHLB advances 152,439 35,000
Payments on FHLB advances (107,257 ) (50,000 )
Dividends paid (1,933 ) (1,535 )
Proceeds form issuance of common stock 19,312 278
Exercise of stock options 171 227
Net cash provided by financing activities 65,939 14,324
Net increase in cash and cash equivalents 19,968 1,651
Cash and cash equivalents at beginning of year $ 12,033 $ 16,509
Cash and cash equivalents at end of year $ 32,001 $ 18,160
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid on deposits and short-term borrowings $ 9,853 $ 6,403
Income taxes $ 615 $ 637
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
AT DATE OF ACQUISITION

Non cash investing activities: $ 5,404
Fair value of assets acquired $ 113,669
Goodwill and core deposit intangible $ 15,411
Liabilities assumed $ 88,518
Common stock issued for the Red Oak Bank, acquisition, net $ 13,277

~~SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLDIATED FINANCIAL STATEMENTS

~~NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Note 1—Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of Center Bancorp, Inc. (the Corporation) are prepared on the accrual basis and include the accounts of the Corporation and its wholly owned subsidiaries, including Union Center National Bank (the Bank). All significant inter-company accounts and transactions have been eliminated from the accompanying consolidated financial statements.

Business

The Corporation is a bank holding company whose principal activity is the ownership and management of Union Center National Bank (subsidiary). The Bank provides a full range of banking services to individual and corporate customers through fourteen branch locations in Union and Morris Counties, New Jersey. Additionally, the Bank originates residential mortgage loans for others and services such ~~loans for others.~~loans. The Bank is subject to competition from other financial institutions and the regulations of certain ~~federal~~Federal and state agencies and undergoes periodic examinations by those regulatory authorities.

Basis of Financial Statement Presentation and Use of Estimates

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of condition and revenues and expenses for the applicable period. Actual results could differ significantly from those estimates.

In the opinion of Management, all adjustments necessary for a fair presentation of the ~~Corporation's~~Corporation’s financial condition and results of operations for the interim periods have been made. Such adjustments are of a normal recurring nature. Certain reclassifications have been made for 2004 to conform to the classifications presented in 2005. Results for the period ended ~~June~~September 30, 2005 are not necessarily indicative of results for any other interim period or for the entire fiscal year. Reference is made to the ~~Corporation's~~Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004 for information regarding accounting principles.

~~Stock Based~~Stock-Based Compensation

Stock options outstanding were 409,538 and 306,614 at ~~June~~September 30, 2005 and 2004, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model with the following weighted average assumptions used for grants in 2005 and 2004: dividend rate of 2.73%, expected volatility of ~~32%~~42.7% and 35%, risk-free interest rate of 3.90% and 4.08% and expected lives of 6 years. The Corporation ~~granted~~did not grant any stock options to purchase ~~87,594~~ shares during the third quarter of 2005. During the second quarter of ~~2005. In addition,~~2005, options to purchase 56,266 shares of Red Oak Bank common stock were converted into options to purchase 54,514 shares of Center Bancorp common stock pursuant to the acquisition of Red Oak ~~Bank.~~Bank in May 2005. The options issued in the Red Oak Bank acquisition are fully vested.

On March 31, 2004, the Financial Accounting Standards Board (FASB) issued a proposed Statement, “Share-Based Payment-an Amendment of FASB Statement No. 123 and APB 95,” that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. Under the FASB’s proposal, all forms of share-based payments to employees, including employee stock options, would be treated the same as other forms of compensation by recognizing the related cost in the income statement. The expense of the award would generally be measured at fair value at the grant date. Current accounting guidance requires that the expense relating to so-called fixed plan employee stock options only be disclosed in the footnotes to the financial statements. The proposed Statement would eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25, “Accounting for Stock Issued to Employees.”~~The Corporation has determined that the impact of the initial adoption of SFAS No. 123R would not be material to the consolidated financial statements.~~

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ~~("SFAS")~~ No. 123, ~~(revised 2004), "Share-Based Payment" ("~~“Share-Based Payment” (“SFAS No. 123 R"R”), which was to be effective for interim periods beginning after June 15, 2005. On April 14, 2005, the effective date was amended. SFAS No. 123 R will now be effective for annual periods beginning after June 15, 2005. SFAS No. 123 R requires entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). The cost is recognized as an expense over the period during which the employee is required to provide service in exchange for the award, which is usually the vesting period. As a result of SFAS No. 123 R, the Company will recognize the grant-date fair value of options as compensation expense on a straight-line basis over the applicable vesting period. This accounting treatment differs significantly from the previous accounting for fixed stock options under APB Opinion No. 25, which generally required expense recognition only when the exercise price of the option was less than the market price of the underlying stock n the grant date. As required by SFAS No. ~~123R,~~123 R, the Company will estimate the fair value of stock options on each grant date, using an appropriate valuation model such as the Black-Scholes option pricing model.

The new FASB Statement 123R as amended on April 14, 2005, requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees, but expresses no preference for a type of valuation model. The Statement is effective for most public companies' at the beginning of their next fiscal year instead of the next reporting period that begins after June 15, 2005 (the third quarter for the Corporation) or December 15, 2005. For the Corporation, compliance with the new rule will begin with submission of the first quarter 2006 financial statements. The Corporation ~~has determined that~~does not expect the ~~impact of the~~

initial adoption of SFAS No. ~~123R would not be~~123 R to have a material toeffect on the ~~Corporation's~~company’s consolidated financial ~~statements.~~

position or result of operations.

The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of ~~FASB Statement~~SFAS No. 123 ~~accounting for Stock-Based Compensation,~~R to its stock option plans.


	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2005		2004		2005		2004
	(in thousands, except per share amounts)
Net income, as reported	$	2,036	$	2,017	$	5,714	$	5,523
Add: compensation expense recognized for restricted stock
award, net of related tax effect		0		0		69		9
Deduct: Stock-based employee compensation
expense determined under fair value based method
all awards, net of related tax effects		25		27		312		73
Pro forma net income	$	2,011	$	1,990	$	5,471	$	5,459
Earnings per share:
Basic – as reported	$	0.15	$	0.21	$	0.49	$	0.59
Basic – pro forma	$	0.15	$	0.21	$	0.47	$	0.58
Diluted – as reported	$	0.15	$	0.21	$	0.49	$	0.58
Diluted – pro forma	$	0.15	$	0.21	$	0.47	$	0.57

Three Months

Six Months

Ended June 30,

Ended June 30,

(In Thousands, Except Per Share Amounts)

2005

2004

2005

2004

Net income, as reported $ 1,933 $ 1,782 $ 3,678 $ 3,506
Add: compensation expense recognized for restricted stock
award, net of related tax effect 0 9 69 9
Deduct: Total Stock-based employee compensation
expense determined under fair value based method
all awards, net of related tax effects 198 24 286 46
Pro forma net income $ 1,735 $ 1,767 $ 3,461 $ 3,469
Earnings per share:
Basic - as reported $ 0.18 $ 0.19 $ 0.34 $ 0.37
Basic - pro forma $ 0.16 $ 0.19 $ 0.32 $ 0.37
Diluted - as reported $ 0.18 $ 0.19 $ 0.34 $ 0.37
Diluted - pro forma $ 0.16 $ 0.19 $ 0.32 $ 0.37

All common stock and per share amounts have been restated to reflect the 5% common stock

dividend declared April 19, 2005, to common stockholders of record May 31, 2005 and

paid on June 15, 2005.

~~NOTE 2: ACQUSITIONS~~Note 2—Acquisitions

The Corporation completed the acquisition of Red Oak Bank as of the close of business on May 20, 2005. Red Oak Bank was a State chartered commercial bank and operated one full service branch location in Hanover Township, Morris County, New Jersey. The acquisition presented the Corporation with the strategic opportunity to enhance shareholder value, market share and earnings growth. The opportunities include increasing the Corporation’s loan portfolio, strengthening and expanding the Corporation’s presence in the affluent and desirable business areas of the Morris County marketplace which compliments the Corporation’s existing footprint in that market through additional retail and commercial banking product offerings, increasing deposit share and further building the Corporation’s core deposit funding base, as well as enhancing the Corporation’s opportunities for earning asset generation.

Pursuant to the terms of the Agreement and Plan of Merger, 50% of Red Oak Bank’s common stock was converted into Center Bancorp, Inc. common stock at an exchange rate of .9227 Center shares per each Red Oak Bank share and 50% was converted into $12.06 in cash for each Red Oak Bank share. The aggregate consideration paid in the merger consisted of $13.3 million in cash and 1,015,816 shares of the Corporation’s common stock, based on an exchange rate of $13.07 per share pursuant to the merger agreement. The cash portion of the merger consideration was funded through the sale of securities available for sale and cash from continuing operations. The Corporation additionally converted remaining stock options ~~amounting to~~covering 56,266 shares ~~granted~~ of Red Oak Bank common stock outstanding at the time of the merger and were exchanged for options covering 54,514 shares of Center Bancorp, Inc. ~~options.~~

common stock.

As a result of the Red Oak Bank acquisition, the Corporation acquired assets having a fair value of ~~$115.3~~$115.4 million, including $89.6 million of net loans, $5.4 million of investment securities and $2.4 million of cash and cash equivalents, and assumed $70.7 million of deposits, $17.1 million of borrowings, and $754,722 of other liabilities.

The acquisition was accounted for as a purchase and the excess cost over the fair value of net assets acquired (“goodwill”) in the transaction was $14.7 million. Under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, goodwill is not being amortized in connection with this transaction and the goodwill will not be deductible for income tax purposes. The Corporation also recorded a core deposit intangible of $702,617 in connection with the acquisition, which is being amortized on a 10-year sum of the digits method. The amortization of premiums and discounts resulting from the fair value adjustments of assets and liabilities were not

significant for the three and ~~six~~nine months ended ~~June~~September 30, 2005. The results of operations for the first ~~six~~nine months of 2005 include Red Oak’s results of operations from May 20, 2005 forward.

The following table presents data with respect to the fair values of assets and liabilities acquired in the Red Oak Bank acquisition (in thousands):


		At May 20, 2005

Assets
Cash and due from banks	$	2,433
Securities		5,404
Loans, net		89,626
Fixed assets		476
Other assets		1,918
Core deposit intangible		703
Goodwill		14,691
Total assets		115,251

Liabilities
Deposits		70,674
Borrowings		17,090
Other liabilities		735
Total liabilities		88,500
Net assets acquired	$	26,751

At May 20, 2005

Assets:
Cash and due from banks $ 2,433
Securities 5,404
Loans, net 89,626
Fixed assets 476
Other assets 1,918
Core deposit intangible 703
Goodwill 14,709
Total assets 115,269

Liabilities:
Deposits 70,674
Borrowings 17,090
Other liabilities 754
Total liabilities 88,518
Net assets acquired $ 26,751

The net deferred tax liability resulting from adjustments of net assets acquired, including the creation of the core deposit intangible amounted to $524,740. Transaction and acquisition costs have been determined in accordance with EITF 95-3. Estimated costs in connection with the acquisition and included as a component of goodwill amounted to ~~$597,085,~~$578,788, all of which ~~was~~were paid as of ~~June~~September 30, 2005.

Note 3—Recent Accounting Pronouncements

Emerging Issues Task Force (EITF) Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” EITF 03-1 provides guidance for determining when an investment is considered impaired, whether impairment is other-than-temporary, and measurement of an impairment loss. An investment is considered impaired if the fair value of the investment is less than its cost. Generally, an impairment is considered other-than-temporary unless: (i) the investor has the ability and intent to hold an investment for a reasonable period of time sufficient for an anticipated recovery of fair value up to (or beyond) the cost of the investment; and (ii) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. If impairment is determined to be other-than-temporary, then an impairment loss should be recognized equal to the difference between the investment’s cost and its fair value. Certain disclosure requirements of EITF 03-1 were adopted in 2003 and the Company began presenting the new disclosure requirements in its consolidated financial statements for the year ended December 31, 2003. The recognition and measurement provisions were initially effective for other-than-temporary impairment evaluations in reporting periods beginning after June 15, 2004. However, in September 2004, the effective date of these provisions was delayed until the finalization of a FASB Staff Position (FSP) to provide additional implementation guidance.

In June, the FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment, but directed its staff to issue proposed FSP EITF 03-1-a, “Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1,” as final. The final FSP will supersede EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” and EITF Topic No. D-44, “Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.” The final FSP (retitled FSP FAS 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”) will replace the guidance set forth in paragraphs 10-18 of Issue 03-1 with

references to existing other-than-temporary impairment guidance, such as FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, SEC Staff Accounting Bulletin No. 59, “Accounting for Noncurrent Marketable Equity Securities”, and APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” FASB Staff Position No. FAS 115-1 and FAS 124-1. “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (the “FSP”), was issued on November 3, 2005 and addresses the determination of when an investment is considered impaired; whether the impairment is other than temporary; and how to measure an impairment loss. The FSP also addresses accounting considerations subsequent to the recognition of an other-than-temporary impairment on a debt security, and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The FSP replaces the impairment guidance in EITF Issue No. 03-1 with references to existing authoritative literature concerning other-than-temporary determinations (principally Statement of Financial Accounting Standards No. 115 and SEC Staff Accounting Bulletin 59). Under the FSP, impairment losses must be recognized in earnings equal to the entire difference between the security’s cost and its fair value at the financial statement date, without considering partial recoveries subsequent to that date. The FSP also requires that an investor recognize an other-than-temporary impairment loss when a decision to sell a security has been made and the investor does not expect the fair value of the security to fully recover prior to the expected time of sale. The FSP is effective for reporting periods beginning after December 15, 2005. The Corporation does not expect that the application of the FSP will have a material impact on its financial condition, results of operations or financial statement disclosures.

~~NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS~~

SFAS ~~No 154(R)~~No. 154

In May 2005 the FASB issued ~~SFAS~~Statement of Financial Accounting Standards (SFAS) No. 154, ~~Accounting~~“Accounting Changes and Error ~~Corrections-A Replacement~~Corrections, a replacement of APB ~~Options~~Opinion No. 20 and FASB Statement No. ~~3 (“SFAS 154”).~~3.” SFAS 154 requires retrospective application to prior periods’ financial statements offor changes in accounting ~~principle. It~~principle, unless it is impracticable to determine either the period specific effects or the cumulative effect of the change. SFAS 154 also requires that ~~the new~~retrospective application of a change in accounting principle be ~~applied~~limited to the ~~balances of assets and liabilities as~~direct effects of the ~~beginning~~change. Indirect effects of a change in accounting principle, such as a change in nondiscretionary profit-sharing payments resulting from an accounting change, should be recognized in the period of the ~~earliest period for which retrospective application is practicable and~~accounting change. SFAS 154 also requires that a ~~corresponding adjustment~~change in depreciation, amortization, or depletion method for long-lived, non-financial assets be ~~made to the opening balance of retained earnings~~accounted for ~~that period rather than being reported~~as a change in ~~an income statement. The statement will be~~accounting estimate effected by a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, ~~2004.~~2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. The ~~Corporation~~Company is required to adopt the provisions of SFAS 154, as applicable, beginning in fiscal 2006. The Company does not expect the ~~adoption~~impact of SFAS 154 will be material to ~~have a material effect on the Company’s~~its consolidated financial position, or results of ~~operations.~~

operations and cash flows.

~~NOTE 4 - COMPREHENSIVE INCOME~~Note 4—Comprehensive Income

Total comprehensive income includes all changes in equity during a period from transactions and other events and circumstances from non-owner sources. The ~~Bank's~~Bank’s other comprehensive income is comprised of unrealized holding gains and losses on securities available-for-sale.

The following table outlines the Corporation’s disclosure of comprehensive income for the three and nine months ended ~~June~~September 30, 2005 and 2004.


	Three Months					Nine Months
	Ended September 30,					Ended September 30,
	2005			2004		2005			2004
	(dollars in thousands)
Net income	$	2,036		$	2,017	$	5,714		$	5,523
Other comprehensive income
Additional minimum pension liability		0			14		0			(14	)
Unrealized holding gains (losses) arising during the period, net of taxes		(2,507	)		5,413		(4,101	)		(66	)
Less reclassification adjustment for gains included in net income, net of taxes		215			1		239			104
Other total comprehensive income (loss)		(2,292	)		5,428		(3,862	)		(76	)
Total comprehensive income (loss)	$	(256	)	$	7,445	$	1,852		$	5,447

Note 5—Earnings per Share Reconcilement

Three Months

Six Months

Ended June 30,

Ended June 30,

(Dollars in Thousands)

2005

2004

2005

2004

Net Income $ 1,933 $ 1,782 $ 3,678 $ 3,506
Other Comprehensive income

Unrealized holding gains (losses) arising during the period, net of taxes
1,434

(8,214
)

(1,594
)

(5,607
)
Less reclassification adjustment for gains
included in net income, net of taxes 16 186 24 103
Other total comprehensive income (loss) 1,450 (8,028 ) (1,570 ) (5,504 )
Total comprehensive income (loss) $ 3,383 $ (6,246 ) $ 2,108 $ (1,998 )

~~NOTE 5 - EARNINGS PER SHARE RECONCILEMENT~~

Basic Earnings per Share (EPS) is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted EPS includes any additional common shares as if all potentially dilutive common shares were issued (e.g., stock options). The ~~Corporation's~~Corporation’s weighted average common shares outstanding for diluted EPS include the effect of stock options outstanding using the Treasury Stock Method, which are not included in the calculation of basic EPS. The Corporation’s only outstanding “common share equivalents” are options to purchase its common stock.

All weighted average, actual shares and per share information has been adjusted retroactively for the effects of stock dividends. The following schedule shows the computation of the Corporation’s earnings per share for the periods presented:


	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2005		2004		2005		2004
	(in thousands, except per share amounts)
Net income	$	2,036	$	2,017	$	5,714	$	5,523
Average number of common shares outstanding		13,427		9,486		11,607		9,435
Effect of dilutive options		45		44		45		62
Effect of restricted stock awards		0		0		0		1
Average number of common shares outstanding used to calculate diluted earnings per common share		13,472		9,530		11,652		9,498
Net income per share
Basic	$	.15	$	.21	$	0.49	$	0.59
Diluted	$	.15	$	.21	$	0.49	$	0.58

Note 6—Components of Net Periodic Benefit Cost


	Pension Benefits						Other Postretirement Benefits
	Three Months Ended September 30,						Three Months Ended September 30,
	2005			2004			2005		2004
	(dollars in thousands)
Service cost	$	187		$	165		$	12	$	11
Interest cost		131			124			18		16
Expected return on plan assets		(133	)		(111	)		0		0
Amortization of prior service cost		1			1			3		3
Amortization of the net loss		6			11			13		10
Net periodic benefit cost	$	192		$	190		$	46	$	40

Three Months

Six Months

Ended June 30,

Ended June 30,

(In Thousands, except per share amounts)

2005

2004

2005

2004

Net income $ 1,933 $ 1,782 $ 3,678 $ 3,506
Average number of common shares outstanding 10,963 9,423 10,697 9,410
Effect of dilutive options 43 59 86 69
Effect of restricted stock awards 0 1 0 2
Average number of common shares outstanding used to
calculate diluted earnings per common share 11,006 9,483 10,783 9,481
Net income per share
Basic $ .18 $ .19 $ 0.34 $ 0.37
Diluted $ .18 $ .19 $ 0.34 $ 0.37

~~NOTE 6 - COMPONENTS OF NET PERIODIC BENEFIT COST~~

Three Months Ended June 30,

Pension Benefits

Other Postretirement Benefits

(Dollars in Thousands)

2005

2004

2005

2004

Service cost $ 187 $ 165 $ 12 $ 11
Interest cost 131 124 18 16
Expected return on plan assets (133 ) (111 ) 0 0
Amortization of prior service cost 1 1 3 3
Amortization of the net loss 6 11 13 10
Net periodic benefit cost $ 192 $ 190 $ 46 $ 40

~~Contributions~~


	Pension Benefits						Other Postretirement Benefits
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005		2004
	(dollars in thousands)
Service cost	$	561		$	496		$	36	$	32
Interest cost		394			371			55		50
Expected return on plan assets		(400	)		(332	)		0		0
Amortization of prior service cost		3			3			8		8
Amortization of the net loss		17			33			40		29
Net periodic benefit cost	$	575		$	571		$	139	$	119

Contributions

The Corporation previously disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $700,000 to its pension plans in 2005. As of ~~June~~September 30, 2005, the Corporation has contributed ~~$350,000~~$525,000 to its pension plans. The Corporation presently does not anticipate increasing its total contributions for the year to fund its pension plan obligations in 2005.

~~NOTE 7 - VARIABLE INTEREST ENTITIES~~Note 7—Variable Interest Entities

During 2001 and 2003, the Corporation issued $10.3 million and $5.2 million, respectively, of subordinated debentures and formed statutory business trusts, which exist for the exclusive purpose of (i) issuing trust securities representing undivided beneficial interests in the assets of the trusts; (ii) investing the gross proceeds of the trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of the Corporation; and (iii) engaging in only those activities necessary or incidental thereto. These subordinated debentures and the related income effects are not eliminated in the consolidated financial statements as the statutory business trusts are not consolidated in accordance with FASB interpretation ~~No.46 "Consolidation~~No. 46 “Consolidation of Variable Interest Entities."” Distributions on the subordinated debentures owned by the subsidiary trusts below have been classified as interest expense in the Consolidated Statement of Income.

The characteristics of the business trusts and capital securities have not changed with the deconsolidation of the trusts. The capital securities provide an attractive source of funds since they constitute Tier 1 capital for regulatory purposes, but have the same tax advantages as debt for federal income tax purposes. During the first quarter of 2005, the Board of Governors of the Federal Reserve System adopted a final rule that allows bank holding companies to continue to include trust preferred securities in their Tier 1 capital for regulatory capital purposes but with stricter quantitative limits that take effect after a five-year transition period ending March 31, 2009. Management believes that the new rule will not have a material effect on the Corporation’s financial condition.

As of ~~June~~September 30, 2005, assuming the Corporation was not allowed to include the $15.5 million in subordinated debentures inas Tier 1 capital, the ~~Corporation had a~~Corporation’s Tier 1 capital ratio ~~of 12.39%~~ and a total risk based capital ratio ~~of 13.11%.~~

would have been 12.41% and 13.13%, respectively.

To the extent that the statutory business trusts have funds available to make payments, the Corporation (as guarantor) continues to unconditionally guarantee payment of required distributions on the capital securities, the redemption price when a capital security is redeemed and the amounts due if a trust is liquidated or terminated.

During the first ~~six~~nine months of 2005, the statutory business trusts did not repurchase any capital securities or related debentures.

~~ITEM 2-Management's~~Item 2. Management’s Discussion & Analysis of Financial Condition and Results of Operations

Cautionary Statement Concerning Forward-Looking Statements

This report includes forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended, with respect to the financial condition, results of operations, plans, objectives, future performance and business of Center Bancorp, including

statements preceded by, followed by or that include words or phrases such as “believes,”~~“expects,~~ “expects,”~~“anticipates,~~ “anticipates,”~~“plans,~~ “plans,”~~“trend,~~ “trend,”~~“objective,~~ “objective,”~~“continue,~~ “continue,”~~“remain,~~ “remain,”~~“pattern”~~ “pattern” or similar expressions or future or conditional verbs such as “will,”~~“would,~~ “would,”~~“should,~~ “should,”~~“could,~~ “could,”~~“might,~~ “might,”~~“can,~~ “can,”~~“may”~~ “may” or similar expressions. Such forward-looking statements involve inherent risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from historical performance and from these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions may increase significantly; (2) the interest rate environment may change; (3) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions may reduce interest margins; (4) general economic conditions may be less favorable than expected; (5) political developments, wars, terrorism or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) legislative or regulatory changes or actions may adversely affect the businesses in which Center Bancorp is engaged; (7) changes and trends in the securities markets may affect the Corporation’s common stock; (8) a delayed or incomplete resolution of regulatory issues may negatively impact the services provided by the ~~Bank;~~Union Center Nation Bank, the banking subsidiary of Center Bancorp (the “Bank”); (9) the developments discussed above may have a material adverse effect on the Corporation’s business generation and retention, funding and liquidity; and (10) the outcome of regulatory and legal investigations and proceedings cannot always be predicted accurately. Further information on other factors that could affect the financial results of Center Bancorp are included in Center Bancorp’s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from Center ~~Bancorp~~. Bancorp. The Corporation assumes no obligation for updating any such forward-looking statement at any time.

Critical Accounting Policies

The accounting and reporting policies followed by Center Bancorp, Inc. and its subsidiaries (the “Corporation”) conform, in all material respects, to U.S. generally accepted accounting principles. In preparing the consolidated financial statements, management has made estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and results of operations for the periods indicated. Actual results could differ significantly from those estimates.

The Corporation’s accounting policies are fundamental to understanding Management’s Discussion and Analysis of financial condition and results of operations. The most significant accounting policies followed by the Corporation are presented in Note 1 of the Notes to Consolidated Financial Statements in the Corporation’s 2004 Annual Report on Form 10-K. The Corporation has identified its policies on the allowance for loan losses and income tax liabilities to be critical because management has to make subjective and/or complex judgments about matters that are inherently uncertain and could be most subject to revision as new information becomes available.

The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the second largest asset type on the Consolidated Statements of Condition. Note 1 of the Notes to Consolidated Financial Statements in the Corporation’s 2004 Annual Report on Form 10-K and page 20 of this Quarterly Report on Form 10-Q under “Allowance for Loan Losses and Related Provisions”, describes the methodology used to determine the allowance for loan losses and discusses the factors driving changes in the amount of the allowance for loan losses.

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the Corporation’s consolidated financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could impact the Corporation’s consolidated financial condition or results of operations. Notes 1 and 10 of the Notes to Consolidated Financial Statements in the Corporation’s 2004 Annual Report on Form 10-K include additional discussion on the accounting for income taxes.

Earnings Analysis

Net income for the ~~three-months~~three months ended ~~June~~September 30, 2005 amounted to ~~$1,933,000~~$2,036,000 compared to ~~$1,782,000~~$2,017,000 earned for the comparable three-month period ended ~~June~~September 30, 2004. On a fully diluted per share basis, earnings decreased to ~~$.18~~$.15 per share as compared with ~~$.19~~$.21 per share for the three months ended ~~June~~September 30, 2004. All common stock per share amounts have been restated to reflect all previously declared and paid common stock splits and common stock dividends. The annualized return on average assets remained stable at .77 percent compared with .77 percent for the comparable three-month period in 2004. The annualized return on average stockholders' equity was 10.45 percent for the three-month period ended June 30, 2005 as compared to 13.25 percent for the three-months ended June 30, 2004. Earnings performance for the second quarter of 2005 primarily reflects a higher level of net interest income with no provision for loan losses, and reduction of the effective tax rate offset in part by increased non-interest expense. The decline in the Corporation’s earnings per share resulted from more shares being outstanding due to the acquisition of Red Oak Bank and issuance of common shares in private placements on September 29, 2004 and on June 30, 2005.

All common stock per share amounts have been restated to reflect all previously declared and paid common stock splits and common stock dividends. The annualized return on average assets decreased 16 basis points to .70 percent compared with .86 percent for the comparable three month period in 2004. The annualized return on average stockholders’ equity was 8.08 percent for the three-month period ended September 30, 2005 as compared to 14.88 percent for the three months ended September 30, 2004. Earnings performance for the third quarter of 2005 primarily reflects a higher level of net interest income and non-interest income with no provision for loan losses, offset in part by increased non-interest expense.

Net income for the ~~six-months~~nine months ended ~~June~~September 30, 2005 amounted to ~~$3,678,000~~$5,714,000 compared to ~~$3,506,000~~$5,523,000 earned for the comparable ~~six-month~~nine-month period ended ~~June~~September 30, 2004. On a fully diluted per share basis, earnings decreased to ~~$.34~~$.49 per share as compared with ~~$.37~~$.58 per share for the ~~six~~nine months ended ~~June~~September 30, 2004. The annualized return on average assets decreased to .70 percent compared with .76 percent for the comparable six-month period in 2004. The annualized return on average stockholders' equity was 10.31 percent for the six-month period ended June 30, 2005 as compared to 12.84 percent for the six months ended June 30, 2004. Earnings performance for the first six months of 2005 primarily reflects a higher level of net interest income, with no provision for loan losses, and reduction in the effective tax rate, offset in part by increased non-interest expense. The decline in the Corporation’s earnings per share resulted from more shares being outstanding due to the acquisition of Red Oak Bank and issuance of common shares in private placements on September 29, 2004 and on June 30, 2005.

The annualized return on average assets decreased to .70 percent compared with .80 percent for the comparable nine-month period in 2004. The annualized return on average stockholders’ equity was 9.37 percent for the nine-month period ended September 30, 2005 as compared to 13.52 percent for the nine months ended September 30, 2004. Earnings performance for the first nine months of 2005 primarily reflects a higher level of net interest income and non-interest income, with no provision for loan losses, and a reduction in the effective tax rate, offset in part by increased non-interest expense.

Net Interest Income/Margin

Net interest income is the difference between the interest earned on the portfolio of earning-assets (principally loans and investments) and the interest paid for deposits and short-term borrowings, which support these assets. Net interest income is presented below first on a fully tax-equivalent basis by adjusting tax-exempt income (primarily interest earned on various obligations of state and political subdivisions) by the amount of income tax which would have been paid had the assets been invested in taxable issues and then in accordance with the Corporation’s consolidated financial statements.

The net interest income data presented in this financial review differ from the Corporation’s net interest income components of the consolidated financial statements presented elsewhere in this report. Financial institutions typically analyze earnings performance on a tax-equivalent basis, ~~as a result of certain disclosure obligations,~~ which require the presentation of tax-equivalent data and in order to assist financial statement readers in comparing data from period to period.


	Three Months Ended September 30,								Nine Months Ended September 30,
Net Interest Income	2005 Amount			2004 Amount			Percent Change		2005 Amount			2004 Amount			Percent Change
	(dollars in thousands)
Interest income:
Investments	$	7,185		$	5,893			21.92	$	20,707		$	17,221			20.24
Loans, including fees		7,044			4,705			49.69		18,005			13,571			32.67
Federal funds sold and securities purchased under agreement to resell		0			0			0.00		29			0			100.00
Total interest income		14,228			10,598			34.25		38,740			30,792			25.82
Interest expense:
Certificates of $100,000 or more		820			345			137.68		2,806			538			421.56
Deposits		2,105			1,490			41.28		5,561			4,692			18.52
Borrowings		3,494			1,696			106.01		8,081			4,721			71.17
Total interest expense		6,419			3,531			81.79		16,448			9,951			65.29
Net interest income on a fully tax-equivalent basis		7,810			7,067			10.51		22,293			20,841			6.97
Tax-equivalent adjustment		(655	)		(477	)		37.32		(1,874	)		(1,369	)		36.89
Net interest income*	$	7,155		$	6,590			8.57	$	20,419		$	19,472			4.86

Net Interest Income
Three Months Ended June 30,

Six Months Ended June 30,

2005

2004

Percent

2005

2004

Percent

(Dollars in Thousands)

Amount

Amount

Change

Amount

Amount

Change

Interest Income:

Investments $ 7,015 $ 5,683 23.44 $ 13,522 $ 11,339 19.25
Loans, including fees 5,928 4,490 32.03 10,961 8,865 23.64
Federal funds sold and securities purchased
under agreement to resell

17

0

100.00

29

0

100.00

Total interest income 12,960 10,173 27.40 24,512 20,204 21.32
Interest expense:

Certificates of $100,000 or more 987 92 972.83 1,986 193 929.02
Deposits 1,896 1,561 21.46 3,456 3,202 7.93
Borrowings 2,605 1,580 64.87 4,587 3,025 51.64
Total interest expense 5,488 3,233 69.75 10,029 6,420 56.21
Net interest income on a fully tax-equivalent basis 7,472 6,940 7.67 14,483 13,784 5.07
Tax-equivalent adjustment (623 ) (441 ) 41.27 (1,219 ) (902 ) 35.14
Net interest income * $ 6,849 $ 6,499 5.39 $ 13,264 $ 12,882 2.97

——————
*

Before the provision for loan losses

NOTE:

The tax-equivalent adjustment was computed based on an assumed statutory Federal income tax rate of 34 percent. Adjustments were made for interest earned on securities of state and political subdivisions.

and other tax advantaged securities.

Net interest income on a fully tax-equivalent basis increased ~~$532,000~~$743,000 or ~~7.67~~10.5 percent to ~~$7.5~~$7.8 million for the three months ended ~~June~~September 30, 2005, from ~~$6.9~~$7.1 million for the comparable period in 2004. For the three months ended ~~June~~September 30, 2005, the net interest margin decreased 3034 basis points to ~~2.93~~2.89 percent from 3.23 percent due primarily to higher rates paid on interest-bearing liabilities. For the three months ended ~~June~~September 30, 2005, an increase in the average yield on interest-earning assets of 3641 basis points was offset by an increase in the average cost of interest-bearing liabilities of 7591 basis points, which reduced the Corporation’s net interest spread by 3950 basis points.

Net interest income on a fully tax-equivalent basis increased ~~$699,000~~$1,452,000 or ~~5.07~~6.97 percent to ~~$14.5~~$22.3 million for the ~~six-month~~nine-month period ended ~~June~~September 30, 2005, from ~~$13.8~~$20.8 million for the comparable period in 2004. For the ~~six~~nine months ended ~~June~~September 30, 2005, the net interest margin decreased 2629 basis points to ~~2.95~~2.93 percent from ~~3.21~~3.22 percent due primarily to higher rates paid on interest-bearing liabilities. For the ~~six~~nine months ended ~~June~~September 30, 2005, an increase in the average yield on interest-earning assets of 2833 basis points was offset by an increase in the average cost of interest-bearing liabilities of 6374 basis points, which reduced the Corporation’s net interest spread by 3541 basis points.

For the three-month period ended ~~June~~September 30, 2005, interest income on a tax-equivalent basis increased by ~~$2.8~~$3.6 million or ~~27.40~~34.26 percent over the comparable three-month period in 2004. This increase reflects an increase in average earning assets and rates. The increase in earning assets for the three months ended September 30, 2005 included ~~$35.6~~$93.1 million in average ~~earning assets~~earning-assets acquired in the purchase of Red Oak Bank. The ~~Corporation's~~Corporation’s loan portfolio increased on average ~~$74.0~~$127.5 million to ~~$435.5~~$498.1 million from ~~$361.5~~$370.6 million in the same quarter of 2004, primarily driven by growth in commercial and home equity loans and commercial and residential mortgages. The loan portfolio represented approximately ~~42.7~~46.0 percent of the ~~Corporation's~~Corporation’s interest-earning assets (on average) during the ~~second~~third quarter of 2005 and ~~42.0~~42.4 percent in the same quarter in 2004. Average investment volume increased during the period by ~~$82.1~~$81.0 million compared to 2004. The growth in earning assets was funded primarily through increased levels of savings deposits and borrowings, ~~and~~ the addition of Red Oak ~~Bank.~~

Bank and proceeds from the private placement completed on June 30, 2005.

For the ~~six-month~~nine-month period ended ~~June~~September 30, 2005, interest income on a tax-equivalent basis increased by ~~$4.3~~$7.9 million or ~~21.32~~25.82 percent over the comparable ~~six-month~~nine-month period in 2004. This increase primarily reflects an increase in the level and mix of average earning assets. The increase in earning assets for the nine months ended

September 30, 2005, included ~~$21.9~~$46.1 million in average earning assets acquired in the purchase of Red Oak Bank. The ~~Corporation's~~Corporation’s loan portfolio increased on average ~~$53.6~~$78.6 million to ~~$408.3~~$438.6 million from ~~$354.7~~$360.0 million in the same period in 2004, primarily driven by growth in commercial loans, home equity loans, and commercial and residential mortgages. The loan portfolio represented approximately ~~41.6~~43.2 percent of the ~~Corporation's~~Corporation’s interest earning assets (on average) during the first ~~six~~nine months of 2005 and ~~41.3~~41.7 percent in the same period in 2004. Average investment volume increased during the period by ~~$68.4~~$72.6 million compared to 2004. The growth in ~~earning-assets~~earning assets was funded primarily through cash flow from the Corporation’s investment portfolio, ~~and~~ the addition of Red Oak ~~Bank.~~

Bank and proceeds from the private placements completed on June 30, 2005 and on September 29, 2004.

The factors underlying the year to year and quarter-to-quarter changes in net interest income are reflected in the tables appearing on pages ~~16,~~ 17, 18, and ~~18,~~19, each of which has been presented on a tax-equivalent basis (assuming a 34 percent statatory federal income tax ~~rates)~~rate). The tables on pages 1718 and 1819 (Average Statements of Condition ~~Sheet~~ with Interest and Average Rates) shows the Corporation’s consolidated average balance of assets, liabilities, and stockholders’ equity, the amount of income produced from interest-earning assets and the amount of expense resulting from interest-bearing liabilities and the interest income as a percentage of average interest-earning assets, for the three and ~~six~~nine month periods ended ~~June~~September 30, 2005 and 2004. The table presented on page 1617 (Analysis of Variance in Net Interest Income Due to Volume and Rates) quantifies the impact on net interest income resulting from changes in average balances and average rates over the periods presented; any change in interest income or expense attributable to both changes in volume and changes in rate has been allocated in proportion to the relationship of the absolute dollar amount of change in each category.

The Federal Reserve Open Market Committee increased interest rates ~~nine~~eight times in the past year, for a total ~~225~~of 200 basis points from a 45-year low of 1.00 percent in June 2003. During the ~~second~~third quarter of 2005, the Federal Reserve Open Market Committee increased rates 50 basis points. The yield on interest-earning assets, during the ~~second~~third quarter, grew to ~~5.09~~5.26 percent from ~~4.73~~4.85 percent in 2004 (a change of 3641 basis points); this change was offset by higher rates paid for interest-bearing liabilities coupled with a change in the mix of interest-bearing liabilities. The total cost of interest-bearing liabilities increased to ~~2.51~~2.80 percent, a change of 7591 basis points, for the three months ended ~~June~~September 30, 2005 from ~~1.76~~1.89 percent for the three months ended ~~June~~September 30, 2004. For the three months ended ~~June~~September 30, 2005, the Corporation’s net interest spread on a tax-equivalent basis decreased to ~~2.58~~2.46 percent from ~~2.97~~2.96 percent for the three months ended ~~June~~September 30, 2004. The Corporation’s variable rate trust preferred borrowings were adversely impacted by the increase in interest rates for the ~~three-months~~three months ended ~~June~~September 30, 2005. Without the impact of the trust-preferred debt, the cost of funds would have been ~~2.44%~~

2.72% compared to 1.83% for the comparable period of the prior year.

For the ~~six~~nine months ended ~~June~~September 30, 2005, the Corporation’s yield on interest-earning assets increased to ~~4.99~~5.08 percent from ~~4.71~~4.75 percent in the comparable period in 2004 ~~(a change~~(an increase of 2833 basis points). This change was partially offset by a change in the mix of interest-bearing liabilities, principally a larger average component of short term borrowings included in the funding mix. The total cost of interest-bearing liabilities increased to ~~2.39~~2.54 percent, a ~~change~~rise of 6374 basis points, for the ~~six~~nine months ended ~~June~~September 30, 2005 from ~~1.76~~1.80 percent for the ~~six~~nine months ended ~~June~~September 30, 2004. The Corporation’s variable rate trust preferred borrowings were adversely impacted by the increase in rates for the ~~six-month~~nine-month period ended ~~June~~September 30, 2005. ~~Without the~~The impact of the trust preferred debt, without the cost of funds would have been ~~2.33%.~~2.47% compared to 1.74% for the prior year comparable period. The increase in the total cost of interest bearing liabilities was also impacted by an increase in rates paid on certain ~~Time~~time, savings and money market interest-bearing liabilities.

The following table, “Analysis of Variance in Net Interest Income due to Volume and Rates”, analyzes net interest income by segregating the volume and rate components of various interest-earning assets and liabilities and the changes in the rates earned and paid by the Corporation.

Analysis of Variance in Net Interest Income Due to Volume and Rates


	Three Months Ended September 30, 2005/2004 Increase (Decrease) Due to Change in:								Nine Months Ended September 30, 2005/2004 Increase (Decrease) Due to Change in:
	Average Volume			Average Rate			Net Change		Average Volume			Average Rate			Net Change
	(tax-equivalent basis, dollars in thousands)

Interest-earning assets:
Investment securities:
Taxable	$	252		$	335		$	587	$	485		$	1,075		$	1,560
Non-taxable		815			(110	)		705		2,329			(403	)		1,926
Federal funds sold and securities purchased under agreement to resell		0			0			0		29			0			29
Loans, net of unearned discounts		1,758			581			2,339		3,149			1,285			4,434
Total interest-earning assets		2,826			805			3,631		5,992			1,957			7,949
Interest-bearing liabilities:
Money market deposits		30			313			343		(3	)		780			777
Savings deposits		(50	)		137			87		(217	)		377			160
Time deposits		85			299			384		1,275			407			1,682
Other interest-bearing deposits		127			149			276		248			270			518
Short-term borrowings		831			866			1,697		958			2,181			3,139
Trust preferred		0			101			101		0			221			221
Total interest-bearing liabilities		1,023			1,865			2,888		2,261			4,236			6,497
Change in net interest income	$	1,803		$	(1,060	)	$	743	$	3,733		$	(2,281	)	$	1,452

~~ANALYSIS OF VARIANCE IN NET INTEREST INCOME DUE TO VOLUME AND RATES~~

Three Months Ended June 30,

Six Months Ended June 30,

2005/2004 Increase (Decrease)

2005/2004 Increase (Decrease)

(Tax Equivalent Basis)
Due to Change In:

Due to Change In:

(Dollars In Thousands)

Average
Volume

Average
Rate

Net
Change

Average
Volume

Average
Rate

Net
Change

Interest-earning assets:
Investment securities:
Taxable $ 309 $ 348 $ 657 $ 355 $ 645 $ 1,000
Non-Taxable 750 (75 ) 675 1,383 (200 ) 1,183
Federal funds sold and securities
purchased under agreement to resell 17 0 17 29 0 29
Loans, net of unearned discounts 979 459 1,438 1,407 689 2,096
Total interest-earning assets 2,055 732 2,787 3,174 1,134 4,308
Interest-bearing liabilities:
Money market deposits (10 ) 301 291 7 428 435
Savings deposits (10 ) 81 71 (56 ) 128 72
Time deposits 589 106 695 1,178 120 1,298
Other interest-bearing deposits 59 114 173 22 220 242
Short-term borrowings 182 771 953 209 1,233 1,442
Trust preferred 0 72 72 0 120 120
Total interest-bearing liabilities 810 1,445 2,255 1,360 2,249 3,609
Change in net interest income $ 1,245 ( $ 713 ) $ 532 $ 1,814 ( $ 1,115 ) $ 699

The following table, “Average Balance Sheet with Interest and Average Rates”, presents for the ~~six~~nine months ended ~~June~~September 30, 2005 and 2004 the Corporation’s average assets, liabilities and stockholders’ equity. The Corporation’s net interest income, net interest spreads and net interest income as a percentage of interest-earning assets are also reflected.

Average Statements of Condition with Interest and Average Rates


	Nine Month Period Ended September 30,
	2005									2004
	Average Balance			Interest Income/ Expense			Average Yield/ Rate			Average Balance			Interest Income/ Expense			Average Yield/ Rate
	(tax-equivalent basis, dollars in thousands)
Assets
Interest-earning assets:
Investment securities(1):
Taxable	$	426,337		$	14,754			4.61	%	$	411,559		$	13,194			4.27	%
Non-taxable		149,829			5,953			5.30	%		91,973			4,027			5.84	%
Loans, net of unearned income(2)		438,571			18,005			5.47	%		360,002			13,571			5.03	%
Federal funds sold and securities purchased under agreement to resell		1,459			29			2.65	%		0			0			0.00	%
Total interest-earning assets		1,016,196			38,741			5.08	%		863,534			30,792			4.75	%
Non-interest-earning assets:
Cash and due from banks		19,442									19,477
Bank owned life insurance		18,106									16,562
Other assets		38,281									27,785
Allowance for possible loan losses		(4,389	)								(3,310	)
Total non-interest-earning assets		71,440									60,514
Total assets	$	1,087,636								$	924,048
Liabilities and stockholders’ equity
Interest-bearing liabilities:
Money market deposits	$	96,739			1,505			2.07	%	$	97,195			728			1.00	%
Savings deposits		115,201			1,187			1.37	%		141,663			1,027			0.97	%
Time deposits		227,364			4,839			2.84	%		165,898			3,157			2.54	%
Other interest-bearing deposits		117,799			836			0.95	%		73,856			318			0.57	%
Short-term borrowings & FHLB Advances		291,966			7,325			3.35	%		243,122			4,186			2.30	%
Subordinated debentures		15,465			756			6.54	%		15,465			535			4.61	%
Total interest-bearing liabilities		864,534			16,448			2.54	%		737,199			9,951			1.80	%
Non-interest-bearing liabilities:
Demand deposits		133,565									126,056
Other non-interest-bearing deposits		3,021									906
Other liabilities		5,260									5,407
Total non-interest-bearing liabilities		141,846									132,369
Stockholders’ equity		81,256									54,480
Total liabilities and stockholders’ equity	$	1,087,636								$	924,048
Net interest income (tax-equivalent basis)				$	22,293								$	20,841
Net interest spread								2.54	%								2.95	%
Net interest income as percent of earning-assets (net interest margin)								2.93	%								3.22	%
Tax-equivalent adjustment(3)					(1,874	)								(1,369	)
Net interest income				$	20,419								$	19,472

~~AVERAGE STATEMENTS OF CONDITION WITH INTEREST AND AVERAGE RATES~~

Six Month Period Ended June 30,

2005

2004

Interest

Average

Interest

Average

(tax-equivalent basis,

Average

Income/

Yield/

Average

Income/

Yield/

dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Assets

Interest-earning assets:
Investment securities: (1)
Taxable $ 425,932 $ 9,676 4.54 % $ 409,582 $ 8,676 4.24 %
Non-taxable 145,900 3,846 5.27 % 93,883 2,663 5.67 %
Loans, net of unearned income (2) 408,292 10,961 5.37 % 354,665 8,865 5.00 %
Federal funds sold and securities purchased under
agreement to resell

2,201

29

2.64
%

0

0

0.00
%
Total interest-earning assets 982,325 24,512 4.99 % 858,130 20,204 4.71 %
Non-interest-earning assets
Cash and due from banks 19,840 19,841
BOLI 18,013 16,062
Other assets 33,541 27,380
Allowance for possible loan losses (4,082 ) (3,205 )
Total non-interest-earning assets 67,312 60,078
Total assets $ 1,049,637 $ 918,208
Liabilities and stockholders' equity

Interest-bearing liabilities:
Money market deposits $ 87,849 932 2.12 % $ 86,634 497 1.15 %
Savings deposits 113,732 765 1.35 % 123,220 693 1.12 %
Time deposits 240,274 3,311 2.76 % 154,383 2,013 2.61 %
Other interest - bearing deposits 120,873 434 0.72 % 109,365 192 0.35 %
Short-term Borrowings & FHLB Advances 260,048 4,125 3.17 % 242,323 2,683 2.21 %
Subordinated Debentures
15,465 462 5.97 % 15,465 342 4.42 %
Total interest-bearing liabilities 838,241 10,029 2.39 % 731,390 6,420 1.76 %
Non-interest-bearing liabilities:
Demand deposits 132,781 125,327
Other non-interest-bearing deposits 2,224 1,220
Other liabilities 5,042 5,655
Total non-interest-bearing liabilities 140,047 132,202
Stockholders' equity 71,349 54,616
Total liabilities and stockholders’ equity $ 1,049,637 $ 918,208
Net interest income (tax-equivalent basis) $ 14,483 $ 13,784
Net Interest Spread 2.60 % 2.95 %
Net interest income as percent
of earning-assets (net interest margin) 2.95 % 3.21 %
Tax-equivalent adjustment (3) (1,219 ) (902 )
Net interest income $ 13,264 $ 12,882

——————

(1)

Average balances for available-for-sale securities are based on amortized ~~cost~~

cost.

(2)

Average balances for loans include loans on non-accrual ~~status~~

status.

(3)

The tax-equivalent adjustment was computed based on a statutory Federal income tax rate of 34 ~~percent~~

percent.

The following table, “Average Balance Sheet with Interest and Average Rates”, presents for the three months ended ~~June~~September 30, 2005 and 2004 the Corporation’s average assets, liabilities and stockholders’ equity. The Corporation’s net interest income, net interest spreads and net interest income as a percentage of interest-earning assets are also reflected.

Average Statements of Condition with Interest and Average Rates


	Three Month Period Ended September 30,
	2005									2004
	Average Balance			Interest Income/ Expense			Average Yield/ Rate			Average Balance			Interest Income/ Expense			Average Yield/ Rate
	(tax-equivalent basis, dollars in thousands)
Assets
Interest-earning assets:
Investment securities(1):
Taxable	$	431,669		$	5,078			4.71	%		409,360		$	4,491			4.39	%
Non-taxable		153,023			2,108			5.51	%		94,303			1,402			5.95	%
Loans, net of unearned income(2)		498,142			7,043			5.66	%		370,562			4,705			5.08	%
Federal funds sold and securities purchased under agreement to resell		0			0			0.00	%		0			0			0.00	%
Total interest-earning assets		1,082,834			14,229			5.26	%		874,225			10,598			4.85	%
Non-interest-earning assets
Cash and due from banks		18,657									18,759
BOLI		18,291									17,551
Other assets		47,606									28,584
Allowance for possible loan losses		(4,992	)								(3,519	)
Total non-interest-earning assets		79,562									61,375
Total assets	$	1,162,396								$	935,600
Liabilities and stockholders’ equity
Interest-bearing liabilities:
Money market deposits	$	99,319			573			2.31	%	$	88,863			230			1.04	%
Savings deposits		118,745			422			1.42	%		137,358			335			0.98	%
Time deposits		201,964			1,528			3.03	%		188,675			1,144			2.43	%
Other interest-bearing deposits		126,663			402			1.27	%		73,508			126			0.69	%
Short-term borrowings & FHLB Advances		354,763			3,200			3.61	%		244,704			1,503			2.46	%
Subordinated debentures		15,465			294			7.54	%		15,465			193			4.95	%
Total interest-bearing liabilities		916,919			6,419			2.80	%		748,573			3,531			1.89	%
Non-interest-bearing liabilities:
Demand deposits		135,111									127,616
Other non-interest-bearing deposits		3,934									285
Other liabilities		5,683									4,915
Total non-interest-bearing liabilities		144,728									132,816
Stockholders’ equity		100,749									54,211
Total liabilities and stockholders’ equity	$	1,162,396								$	935,600
Net interest income (tax-equivalent basis)				$	7,810								$	7,067
Net Interest spread								2.46	%								2.96	%
Net interest income as percent of earning-assets (net interest margin)								2.89	%								3.23	%
Tax-equivalent adjustment(3)					(655	)								(477	)
Net interest income				$	7,155								$	6,590

~~AVERAGE STATEMENTS OF CONDITION WITH INTEREST AND AVERAGE RATES~~

Three Month Period Ended June 30,

2005

2004

Interest

Average

Interest

Average

(tax-equivalent basis,

Average

Income/

Yield/

Average

Income/

Yield/

dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Assets

Interest-earning assets:
Investment securities: (1)
Taxable $ 437,799 $ 5,041 4.61 % $ 409,893 $ 4,384 4.28 %
Non-taxable 143,506 1,974 5.50 % 89,277 1,299 5.82 %
Loans, net of unearned income (2) 435,539 5,928 5.44 % 361,523 4,490 4.97 %
Federal funds sold and securities purchased under
agreement to resell

2,397

17

2.84
%

0

0

0.00
%
Total interest-earning assets 1,019,241 12,960 5.09 % 860,693 10,173 4.73 %
Non-interest-earning assets
Cash and due from banks 20,478 18,743
BOLI 18,103 16,062
Other assets 38,143 30,027
Allowance for possible loan losses (4,343 ) (3,315 )
Total non-interest-earning assets 72,381 61,517
Total assets $ 1,091,622 $ 922,210
Liabilities and stockholders' equity

Interest-bearing liabilities:
Money market deposits $ 91,206 526 2.31 % $ 95,255 235 0.99 %
Savings deposits 137,004 410 1.20 % 141,138 339 0.96 %
Time deposits 253,311 1,672 2.84 % 151,299 977 2.58 %
Other interest - bearing deposits 109,153 275 1.01 % 75,424 102 0.54 %
Short-term Borrowings & FHLB Advances 286,144 2,364 3.30 % 255,941 1,411 2.21 %
Subordinated Debentures
15,465 241 6.23 % 15,465 169 4.37 %
Total interest-bearing liabilities 874,283 5,488 2.51 % 734,522 3,233 1.76 %
Non-interest-bearing liabilities:
Demand deposits 135,433 127,222
Other non-interest-bearing deposits 2,785 631
Other liabilities 5,150 6,047
Total non-interest-bearing liabilities 143,368 133,900
Stockholders' equity 73,971 53,788
Total liabilities and stockholders’ equity $ 1,091,622 $ 922,210
Net interest income (tax-equivalent basis) $ 7,472 $ 6,940
Net Interest Spread 2.58 % 2.97 %
Net interest income as percent
of earning-assets (net interest margin) 2.93 % 3.23 %
Tax-equivalent adjustment (3) (623 ) (441 )
Net interest income $ 6,849 $ 6,499

——————

(1)

Average balances for available-for-sale securities are based on amortized ~~cost~~

~~(2) Average balances for loans include loans on non-accrual status~~
~~(3) The tax-equivalent adjustment was computed based on a statutory Federal income tax rate of 34 percent~~

cost.

(2)

Average balances for loans include loans on non-accrual status.

(3)

The tax-equivalent adjustment was computed based on a statutory Federal income tax rate of 34 percent.

Analysis of Financial Condition

The Corporation’s total assets increased by ~~$169.7~~$163.7 million or ~~16.8%~~16.2% from $1.009 billion at December 31, 2004, to ~~$1.2~~$1.173 billion at ~~June~~September 30, 2005. ~~Total~~The total includes assets ~~included~~ with a fair value of ~~$115.3~~$115.4 million acquired from the Red Oak Bank acquisition which closed on May 20, 2005. Total deposits ~~increased~~decreased from $702.3 million on December 31, 2004 to ~~$721.2~~$681.3 million on ~~June~~September 30, 2005, ~~an increase~~a decrease of ~~$18.9~~$21.0 million or ~~2.7%~~3.0%. Total deposits included $70.7 million from the Red Oak acquisition.

Investments

For the three months ended ~~June~~September 30, 2005, the average volume of investment securities increased to ~~$581.3~~$584.7 million, or ~~57.0~~54.0 percent of average earning-assets, an increase of ~~$82.1~~$81.0 million on average as compared to the same period in 2004. The tax-equivalent yield on investments increased by 2824 basis points to ~~4.83~~4.92 percent from a yield of ~~4.55~~4.68 percent during the three-month period ended ~~June~~September 30, 2004. The 2824 basis points improvement in yield on the portfolio was attributable to the reinvestment of ~~security~~investment cash flow coupled with increased average volumes at higher rates as compared with the comparable period in 2004. A higher interest rate environment in 2005, coupled with a change in mix in the portfolio to higher yielding tax-free securities, favorably impacted the change in portfolio yield. The cash flow from the sale of investment securities was invested back into the portfolio, which benefited from the positive changes in rates. The volume related figures during the three-month period ended ~~June 30,2005,~~September 30, 2005, contributed an increase in revenue of ~~$1,059,000~~$1,067,000 while rate related changes amounted to an increase of ~~$273,000.~~$225,000. At ~~June~~September 30, 2005, the principal components of the investment portfolio are U.S. Government Federal Agency callable and non-callable securities, including agency issued collateralized mortgage obligations, corporate securities and municipal securities.

The growth in the average size of the investment portfolio for the three months ended September 30, 2005 reflected the increase in the Corporation’s funding sources to support the growth.

For the ~~six-months~~nine months ended ~~June~~September 30, 2005, the average volume of investment securities amounted to ~~$571.8~~$576.2 million, or ~~58.2~~56.7 percent of average earning assets, an increase of ~~$68.4~~$72.6 million on average as compared to the same period in 2004. The tax-equivalent yield on investments increased by 23 basis points to ~~4.73~~4.79 percent from a yield of ~~4.50~~4.56 percent during the ~~six-month~~nine-month period ended ~~June~~September 30, 2004. The 23 basis points improvement in yield on the portfolio was attributable to the reinvestment of ~~security~~investment cash flow coupled with increased average volumes at higher rates as compared with the comparable period in 2004. A higher interest rate environment in 2005, coupled with a change in mix in the portfolio to higher yielding tax-free securities, favorably impacted the change in portfolio yield. The cash flow from the sale of investment securities was invested back into the portfolio, which benefited from the positive changes in rates. The volume related figures during the ~~six-month~~nine-month period ended ~~June~~September 30, 2005 contributed an increase in revenue of ~~$1,738,000,~~$2,814,000, while rate related changes amounted to an increase in revenue of ~~$445,000.~~$672,000. The growth in the average size of the investment portfolio for ~~both~~ the ~~six and three~~nine months ended ~~June~~September 30, 2005 reflected the increase in the Corporation’s funding sources to support the growth.

Securities available-for-sale are a part of the ~~Corporation's~~Corporation’s interest rate risk management strategy and may be sold in response to changes in interest rates, changes in prepayment risk, liquidity management and other factors. For the three-month period ended ~~June~~September 30, 2005, the Corporation sold from its available-for-sale portfolio securities totaling approximately ~~$24.0~~$10.9 million which resulted in a net gain of ~~$23 thousand.~~

approximately $326,000.

At ~~June~~September 30, 2005 the net unrealized gain/loss carried as a component of other comprehensive income and included in stockholders’ equity net of tax amounted to a net unrealized loss of ~~$1.043~~$3.335 million as compared ~~with~~to an unrealized gain of $527,000 at December 31, 2004 and ~~a net~~an unrealized ~~loss~~gain of ~~$4.682 million~~$746,000 at ~~June~~September 30, 2004. The current unrealized loss resulted from an increase in interest rates promulgated by the Federal Open Market Committee’s actions to continue to raise the Federal Funds rate and the resultant shift in the yield curve.

Loans

Loan growth during the ~~six~~nine months ended ~~June~~September 30, 2005 includes the loans acquired ~~in the merger with~~from Red Oak Bank. The Red Oak ~~merger~~acquisition contributed $36.4 million in commercial loans, $7.8 million in commercial and residential construction loans, $32.4 million in consumer and home equity loans and $13.0 million in residential mortgage loans. Total loans without the impact of the Red Oak ~~merger~~acquisition increased ~~$30.5~~$34.7 million or ~~8.2%~~9.3% from December 31, 2004 to ~~June~~September 30, 2005. Growth for the period occurred primarily in the commercial and commercial real estate sectors of the portfolio and to a lesser extent in the consumer home equity portfolio. The

increased portfolio resulted from the Corporation’s business development efforts and has been enhanced in recent years by the Corporation’s expanded branch network. The addition of Red Oak Bank contributed $33.6 million and $20.7 million in average loan volume for the three and six month periods ended June 30, 2005 as compared to the comparable periods in 2004, respectively. The increase in loan portfolio yields for the three month period was the result of a more favorable interest rate environment as compared with the comparable period in 2004, offset in part by a competitive rate pricing structure maintained by the Corporation to attract new loans and further by the heightened competition for lending relationships that exists in the Corporation’s market. The Corporation’s desire to grow this segment of the earning-asset mix is reflected in its current business development plan and marketing plans, as well as its short-term strategic plan.

For the three months ended ~~June~~September 30, 2005, average loan volume, inclusive of the average volume acquired from Red Oak, increased ~~$74.0~~$127.6 million or ~~20.47~~34.43 percent, while the portfolio yield increased by 4758 basis points as compared with the same period in 2004. The volume related factors during the period contributed revenue of ~~$979,000~~$1,758,000 and rate related changes amounted to an improvement in revenue of ~~$459,000.~~$581,000. Total average loan volume increased to ~~$435.5~~$498.1 million with a yield of ~~5.44~~5.66 percent, as compared to ~~$361.5~~$370.6 million with a yield of ~~4.97~~5.08 percent for the three months ended ~~June~~September 30, 2004. The increased portfolio yield was a result of increased volume and a more favorable interest rate environment during the ~~second~~third quarter of 2005, compared with the similar quarter of 2004.

For the ~~six~~nine months ended ~~June~~September 30, 2005, average loan volume, inclusive of the average volume acquired from Red Oak, increased ~~$53.6~~$78.6 million or ~~15.12~~21.83 percent, while portfolio yield increased by 3744 basis points as compared with the same period in 2004. The volume related factors during the period contributed revenue of ~~$1,407,000~~$3,149,000 and rate related changes amounted to an improvement in revenue of ~~$689,000.~~$1,285,000. Total average loan volume increased to ~~$408.3~~$438.6 million with a yield of ~~5.37~~5.47 percent, as compared to ~~$354.7~~$360.0 million with a yield of ~~5.00~~5.03 percent for the ~~six~~nine months ended ~~June~~September 30, 2004. The increased portfolio yield was a result of increased volume and a more favorable interest rate environment during the first ~~six~~nine months of 2005, compared with the similar period of 2004.

Allowance for Loan Losses and Related Provisions

The purpose of the allowance for loan losses is to absorb the impact of losses inherent in the loan portfolio. Additions to the allowance are made through provisions charged against current operations and through recoveries made on loans previously charged-off. The allowance for loan losses is maintained at an amount considered adequate by management to provide for potential credit losses inherent in the loan portfolio based upon a periodic evaluation of the risk characteristics of the loan portfolio. The amount of the loan loss provision and the level of the allowance for loan losses are critical accounting policies of the Corporation. In establishing an appropriate allowance, an assessment of the individual borrowers, a determination of the value of the underlying collateral, a review of historical loss experience, a review of peer group loss experience and an analysis of the levels and trends of loan categories, delinquencies, and problem loans are considered. Such factors as the level and trend of interest rates and current economic conditions are also reviewed. At ~~June~~September 30, 2005, the allowance amounted to ~~$4,995,000~~$4,989,000 as compared to $3,781,000 at December 31, 2004, and ~~$3,436,000~~$3,644,000 at ~~June~~September 30, 2004. The Corporation did not add any provision to the allowance for loan losses during the three-month period ended ~~June~~September 30, 2005 compared to $205,000 in provisions added during the three-month period ended ~~June~~September 30, 2004. The Corporation did, however, add $1,210,000 in existing loan loss reserves as a result of the purchase of Red Oak ~~Bank.~~Bank in May 2005. The level of the allowance during the respective three-month periods of 2005 and 2004 reflects ~~continued high~~the credit quality ~~trends,~~within the loan portfolio, the loan volume recorded during the periods and the Corporation’s focus on the changing composition of the commercial and residential real estate loan portfolios.

At ~~June~~September 30, 2005, ~~and December 31, 2004,~~ the allowance for loan losses amounted to ~~1.00~~0.99 percent of total loans, as compared with ~~0.94~~1.00 percent at ~~June~~December 31, 2004 and 0.96 percent at September 30, 2004. In management’s view, the level of the allowance as of ~~June~~September 30, 2005 is adequate to cover the risk of loss inherent in the loan portfolio. The Corporation’s statements herein regarding the adequacy of the allowance for loan losses constitute “Forward-Looking Statement’s” under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from management’s analysis, based principally upon factors considered by management in establishing the allowance.

Although management uses the best information available, the level of the allowance for loan losses remains an estimate, which is subject to significant judgment and short-term changes. Various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to increase the allowance based on their analysis of information available to

them at the time of their examinations. Future adjustments to the allowance may be necessary due to economic, operating, regulatory, and other conditions beyond the Corporation’s control. To the extent actual results differ from forecasts or management’s judgment, the allowance for loan losses may be greater or less than future charge-offs.

During the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2005 and 2004, the Corporation did not experience any substantial credit problems within its loan portfolio. Net ~~recoveries~~chargeoffs for the ~~six~~nine months ended ~~June~~September 30, 2005 were approximately ~~$4,000~~$2,000 and were comprised of installment loans, aswhich includes overdrafts charged-off, compared with net recoveries of approximately ~~$24,000~~$27,000 for the comparable ~~six~~nine month period in 2004, which were comprised of a home equity and installment loan.

The Corporation had approximately ~~$350,000~~$349,000 of non-accrual loans at ~~June~~September 30, 2005, which were comprised of five commercial loans. There were no loans that were on non-accrual status at December 31, 2004 and there were ~~$23,000~~$24,000 on non-accrual status at ~~June~~September 30, 2004. The Corporation continues to aggressively pursue collections of principal and interest on loans previously charged-off.

All commercial and commercial real estate loans in a non-accrual status and/or internally classified as substandard or worse, in each instance above an established dollar threshold of $200,000 or more, are measured for possible impairment. The value of impaired loans is based on the present value of expected future cash flows discounted at the loan’s effective interest rate or as a practical expedient, at the loan’s observable market price or at the fair value of the collateral if the loan is collateral ~~dependant. Impaired loans consist~~dependent.If this valuation results in an amount that is less than the current book value of ~~non-accrual loans~~such a loan, then the loan is deemed impaired and ~~loans internally classified as substandard~~the amount of the impairment is the difference between the figures. The Corporation will charge-off the impaired amount, establish a specific reserve in the amount of the impairment or ~~below, in each instance above an established dollar threshold~~perform a combination of ~~$200,000.~~the two activities. When the valuation exceeds the loan’s current book value then impairment is not recognized. All loans below the established dollar threshold are considered homogenous and are collectively evaluated for impairment. ~~The reserves allocated to such loans at June 30, 2005, December 31, 2004 and June 30, 2004, were $32,300, $1,000 and $2,000, respectively.~~ At ~~June~~September 30, 2005, total impaired loans were approximately ~~$778,856 compared~~$300,000 and specific reserves of $44,000 were established to ~~$205,529~~cover the impairment valuation. There were no such loans or specific reserves at December 31, 2004 ~~and $279,000~~or at ~~June~~September 30, 2004. ~~Although~~In management’s view, the level of the general allowance is adequate to absorb the impact of losses inherent in other loans internally classified as substandard ~~impaired loans (other than those~~and/or in a non-accrual ~~status) were current with respect to principal and interest payments.~~

status.

Changes in the allowance for ~~possible~~ loan losses for the ~~six-month~~nine-month period ended ~~June~~September 30, 2005 and 2004, respectively, are set forth below.

Allowance for Loan Losses


	Nine Months Ended September 30,
	2005			2004
	(dollars in thousands)

Average loans outstanding	$	438,571		$	360,002
Total loans and loans held for sale at end of period	$	502,806		$	379,097
Analysis of the Allowance for Loan Losses
Balance at the beginning of year	$	3,781		$	3,002
Charge-offs:
Commercial		0			0
Installment loans		25			10
Total charge-offs		25			10
Recoveries:
Commercial		0			0
Installment loans		23			37
Total recoveries		23			37
Net charge-offs (recoveries):		2			(27	)
Addition of Red Oak Bank Reserve – May 20, 2005		1,210			0
Provision for loan losses		0			615
Balance at end of period	$	4,989		$	3,644
Ratio of net charge-offs during the period to average loans outstanding during the period		N/M			N/M
Allowance for loan losses as a percentage of total loans at end of period		0.99	%		0.96	%

Allowance for Loan Losses

Six Months Ended June 30,

(Dollars In Thousands)

2005

2004

Average loans outstanding $ 408,292 $ 354,665
Total loans at end of period $ 498,602 $ 365,964
Analysis of the Allowance for Loan Losses
Balance at the beginning of year $ 3,781 $ 3,002
Charge-offs:
Commercial 0 0
Installment loans 12 10
Total charge-offs 12 10
Recoveries:
Commercial 0 0
Installment loans 16 34
Total recoveries 16 34
Net recoveries: (4 ) (24 )
Addition of Red Oak Bank Reserve-May 20, 2005 1,210 0
Provision for loan losses 0 410
Balance at end of period $ 4,995 $ 3,436
Ratio of net charge-offs during the period to
average loans outstanding during the period N/M N/M
Allowance for loan losses as a percentage
of total loans at end of period 1.00 % 0.94 %

Asset Quality

The Corporation manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans and delinquencies, with particular attention to portfolio dynamics and mix. The Corporation strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of current collateral values, repayment capacity and ability to maintain an adequate allowance for loan losses at all times. These practices have protected the Corporation during economic downturns and periods of uncertainty.

It is generally the Corporation’s policy to discontinue interest accruals once a loan is past due as to interest and/or principal payments for a period of ninety days. When a loan is placed on non-accrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Payments received on non-accrual loans are applied against principal. A loan may only be restored to an accruing basis when it again becomes well secured and in the process of collection or all past due amounts have been collected. Accruing loans past due 90 days or more are generally well secured and in the process of collection.

At ~~June~~September 30, 2005, the Corporation had no restructured loans and ~~$88,000~~$49,000 of loans 90 days past due and still accruing. There were no restructured loans or loans 90 days past due and still accruing at December 31, 2004 or ~~June~~September 30, 2004. Non-accrual loans totaled ~~$350,000~~$349,000 at ~~June~~September 30, 2005 and were comprised of five commercial loans; no loans were on non-accrual status at December 31, 2004 and ~~$23,000~~$24,000 in loans were on non-accrual status at ~~June~~September 30, 2004.

The outstanding balances of accruing loans, which are 90 days or more past due as to principal or interest payments, and non-accrual loans at ~~June~~September 30, 2005, December 31, 2004 and ~~June~~September 30, 2004, were as follows:

Non-Performing Loans


	September 30,		December 31,		September 30,
	2005		2004		2004
	(dollars in thousands)

Non-accrual loans	$	349	$	0	$	24
Accruing loans past due 90 days or more		49		0		0
Other real estate owned		0		0		0
Total non-performing assets	$	398	$	0	$	24

June 30,

December 31,

June 30,

(Dollars In Thousands)

2005

2004

2004

Non-accrual loans $ 350 $ 0 $ 23
Accruing loans past due 90 days or more 88 0 0
Other real estate owned 0 0 0
Total non-performing assets $ 438 $ 0 $ 23

At ~~June~~September 30, 2005, the Corporation had ~~$350,000~~$349,000 of non-performing assets, consisting of loans on non-accrual status plus other real estate owned (OREO), or ~~.070~~0.069 percent of total loans outstanding. At December 31, 2004, the Corporation had no non-performing assets. At ~~June~~September 30, 2004, the Corporation had ~~$23,000~~$24,000 in non-performing assets, representing ~~.002~~0.006 percent of total loans outstanding at ~~June~~September 30, 2004.

At ~~June~~September 30, 2005, other than the loans set forth above, the Corporation is not aware of any loans which present serious doubts as to the ability of its borrowers to comply with the present loan and repayment terms and which are expected to fall into one of the categories set forth in the table above. At ~~June~~September 30, 2005, December 31, 2004 and ~~June~~September 30, 2004 the Corporation did not have any other real estate owned or restructured loans.

Non-Interest Income

The following table presents the principal categories of non-interest income during the three and ~~six~~nine month periods ended ~~June~~September 30, 2005 and 2004.


	Three Months Ended September 30,							Nine Months Ended September 30,
	2005		2004		% Change			2005		2004		% Change
	(dollars in thousands)
Service charges, commissions and fees	$	501	$	513		(2.34	)	$	1,471	$	1,471		0.00
Other income		235		133		76.69			490		344		42.44
Annuity & Insurance		49		5		880.00			163		25		552.00
Bank Owned Life Insurance		185		188		(1.60	)		552		546		1.10
Gain on securities sold		326		0		100.0			362		157		130.57
Total other income	$	1,296	$	839		54.47		$	3,038	$	2,543		19.47

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars In Thousands)

2005

2004

% change

2005

2004

% change

Service charges, commissions and fees $ 475 $ 477 (0.42 ) $ 970 $ 958 1.25
Other income 159 109 45.87 255 211 20.85
Annuity & Insurance 72 12 500.00 114 20 470.00
Bank Owned Life Insurance 185 192 (3.65 ) 367 358 2.51
Gain on securities sold 23 31 (25.81 ) 36 157 (77.07 )
Total other income $ 914 $ 821 11.33 $ 1,742 $ 1,704 2.23

For the three-month period ended ~~June~~September 30, 2005, non-interest income, exclusive of gains on securities sold (which ~~decreased $8,000)~~increased $326,000), increased ~~$101,000~~$131,000 or ~~12.78~~15.61 percent from the comparable quarter of 2004. Management discloses non-interest income excluding gains/losses on securities sold (as well as including gains/losses on securities sold) to distinguish between those types of non-interest income that are recurring compared to income that is ~~nonrecurring.~~non-recurring. Non-interest income, including gains on securities sold, increased ~~$93,000~~$457,000 or ~~11.33~~54.45 percent for the ~~second~~third quarter of 2005 as compared with the comparable quarter in 2004. The increased revenue was primarily driven by loan fees, annuity and insurance sales fees, ~~and~~ gains realized on various employee benefit plans recorded in other ~~income.~~

income and gains on securities sold.

For the ~~six-month~~nine-month period ended ~~June~~September 30, 2005, non-interest income, exclusive of gains on securities sold (which ~~decreased $121,000)~~ increased ~~$159,000~~$205,000) increased $290,000 or ~~10.28~~12.12 percent from the comparable ~~quarter of~~period in 2004. Non-interest income, including gains on securities sold increased ~~$38,000~~$495,000 or ~~2.23~~19.45 percent for the ~~six-month~~nine-month period in 2005 compared with the comparable period in 2004. The increased revenue was primarily driven by the increase in service charges, loan fees, annuity and insurance sales fees, ~~and~~ gains realized on various employee benefit plans recorded in other ~~income.~~

income and gains on securities sold.

For the three-month period ended ~~June~~September 30, 2005, the Corporation recorded a net gain of ~~$23,000~~$326,000 on securities sold from the available-for-sale investment portfolio compared to gains of ~~$31,000~~$0 for the ~~three month~~three-month period ended ~~June~~September 30, 2004. During the ~~six-month~~nine-month period ended ~~June~~September 30, 2005, the Corporation recorded a net

gain of ~~$36,000~~$362,000 on securities sold from the available-for-sale investment portfolio compared to gains of $157,000 for the ~~six-month~~nine-month period ended ~~June~~September 30, 2004. These sales, in both the 2005 and 2004 periods, were made in the normal course of business and proceeds were reinvested in securities.

Non-Interest Expense

Total ~~noninterst~~non-interest expense, including salary and employee benefits, net occupancy expense and furniture and equipment expense, include the operating expenses of Red Oak Bank since its acquisition on May 20, 2005. ~~Primarily included in these~~These expenses isinclude the cost related to the one branch acquired which was also Red ~~Oak’s~~Oak Bank’s administration building. Other expenses in the ~~second~~third quarter also include the core deposit intangible amortization of ~~$18,000~~$54,000 resulting from the Red Oak Bank acquisition; other increased costs resulting from the acquisition include increased occupancy and bank premise expense, audit, , marketing and advertising and computer related expenses related to the integration of Red Oak Bank into Union Center National Bank.

The following table presents the principal categories of non-interest expense during the three months and ~~six-month~~nine-month periods ended ~~June~~September 30, 2005 and 2004.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2005		2004		% Change		2005		2004		% Change
	(dollars in thousands)
Salaries and employee benefits	$	3,168	$	2,685		17.99	$	9,049	$	7,963		13.64
Occupancy, net		575		455		26.37		1,587		1,477		7.45
Premises & equipment		499		457		9.19		1,440		1,377		4.58
Stationery & printing		156		127		22.83		458		423		8.27
Marketing & advertising		183		112		63.39		515		408		26.23
Other expense		1,356		914		48.36		3,650		2,997		21.79
Total other expense	$	5,937	$	4,750		24.99	$	16,699	$	14,645		14.03

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars In Thousands)

2005

2004

% change

2005

2004

% change

Salaries and employee benefits $ 3,004 $ 2,641 13.74 $ 5,881 $ 5,278 11.42
Occupancy, net 442 459 (3.70 ) 1,012 1,022 (0.98 )
Premises & equipment 483 475 1.68 941 920 2.28
Marketing & advertising 160 147 8.84 332 296 12.16
Stationery & printing 181 144 25.69 302 296 2.03
Other expense 1,153 1,038 11.08 2,294 2,083 10.13
Total other expense $ 5,423 $ 4,904 10.58 $ 10,762 $ 9,895 8.76

For the three months ended ~~June~~September 30, 2005, total other expenses increased ~~$519,000~~$1,187,000 or ~~10.58~~25.0 percent over the comparable three months ended ~~June~~September 30, 2004, with personnel, stationery and printing, marketing and other expenses accounting for most of the increase. The Corporation’s ratio of other expenses (annualized) to average assets ~~decreased~~increased to ~~1.99~~2.04 percent in the ~~second~~third quarter of 2005 from ~~2.13~~2.03 percent for the comparable quarter of 2004.

Salaries and employee benefits increased ~~$363,000~~$483,000 or ~~13.74~~18.0 percent for the three months ended ~~June~~September 30, 2005 as compared to the comparable three-month period ended ~~June~~September 30, 2004. This increase is primarily attributable to costs associated with increased staffing levels. Staffing levels increased to ~~212~~203 full-time equivalent employees at ~~June~~September 30, 2005 compared to ~~189~~187 full-time equivalent employees at ~~June~~September 30, ~~2004~~2004. The increase reflects staffing of positions which ~~included staffing positions~~ previously were vacant and ~~further included in that increase were 8~~eight full-time equivalent employees retained in the acquisition of Red Oak Bank.

Other expense for the three-month period ended ~~June~~September 30, 2005 increased ~~$115,000~~$442,000 or ~~11.08%~~48.36% as compared to the comparable quarter in 2004 and was primarily attributable to increased computer, ~~appraisal,~~audit, legal and consulting, compliance and audit fees in 2005.

Total ~~other expenses~~non-interest expense for the ~~six~~nine months ended ~~June~~September 30, 2005 increased ~~$867,000~~$2,054,000 or ~~8.76~~14.03 percent over the comparable ~~six~~nine months ended ~~June~~September 30, 2004, with personnel, marketing and other expenses accounting for most of the increase. The Corporation’s ratio of other expenses (annualized) to average assets decreased to 2.05 percent for the period from ~~2.16~~2.11 percent for the comparable ~~six~~nine months of 2004.

Salaries and employee benefits increased ~~$603,000~~$1,086,000 or ~~11.42~~13.64 percent for the ~~six~~nine months ended ~~June~~September 30, 2005 as compared to the comparable ~~six-month~~nine-month period ended ~~June~~September 30, 2004. This increase is primarily attributable to costs associated with increased staffing levels, including the staff associated with the Red Oak ~~Merger.~~

Bank acquisition.

Other expense for the ~~six-month~~nine-month period ended ~~June~~September 30, 2005 increased ~~$211,000~~$653,000 or ~~10.13%~~21.79% as compared to the comparable ~~six-month~~nine-month period in 2004 and was primarily attributable to increased advertising and marketing, computer, appraisal, audit, legal and consulting, compliance and audit fees in 2005.

Provision for Income Taxes

For the three-month period ended ~~June~~September 30, 2005, the effective tax rate was ~~17.4~~19.0 percent as compared to ~~19.4~~18.5 percent for the three-month period ended ~~June~~September 30, 2004. For the ~~six~~nine months ended ~~June~~September 30, 2005, the effective tax rate was ~~13.3~~15.5 percent as compared with ~~18.1~~18.2 percent for the comparable period in 2004. The effective tax rate for the three and ~~six~~nine month periods ended ~~June~~September 30, 2005 and 2004 continues to be less than the combined statutory Federal tax rate of 34.0 percent and the New Jersey State tax rate of 9.0 percent. The difference between the statutory and effective tax rates primarily reflects the tax-exempt status of interest income on obligations of states and political subdivisions, an increase in the cash surrender value of bank owned life insurance and disallowed expense items for tax purposes, such as travel and entertainment expense. Tax-exempt interest income increased by ~~$493,000~~$527,000 or ~~57.5~~57.0 percent for the three month period ended ~~June~~September 30, 2005, and increased ~~$866,000~~$1,421,000 or ~~49.2~~53.5 percent for the ~~six-month~~nine-month period ended ~~June~~September 30, 2005 as compared to the comparable three and ~~six~~nine month periods in 2004, respectively.

Asset Liability Management

The composition and mix of the ~~Corporation's~~Corporation’s assets and liabilities is planned and monitored by the Asset and Liability Committee (ALCO). Asset and Liability management encompasses the control of interest rate risk (interest sensitivity management) and the ongoing maintenance and planning of liquidity and capital. In general, ~~management's~~management’s objective is to optimize net interest income and minimize interest rate risk by monitoring these components of the statement of condition.

Interest Sensitivity Market Risk

“Market ~~risk"~~risk” represents the risk of loss from adverse changes in market prices and rates. The ~~Corporation's~~Corporation’s market rate risk arises primarily from interest rate risk inherent in its investing, lending and deposit taking activities. To that end, management actively monitors and manages its interest rate risk exposure.

The ~~Corporation's~~corporation’s profitability is affected by fluctuations in interest rates. A sudden and substantial increase or decrease in interest rates may adversely affect the ~~Corporation's~~Corporation’s earnings to the extent that the interest rates borne by assets and liabilities do not similarly adjust. The ~~Corporation's~~Corporation’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the ~~Corporation's~~Corporation’s net interest income and capital, while structuring the ~~Corporation's~~Corporation’s asset-liability structure to obtain the maximum yield-cost spread on that structure. The Corporation relies primarily on its asset-liability structure to control interest rate risk. The Corporation continually evaluates interest rate risk management opportunities, including the use of derivative financial instruments. The management of the Corporation believes that hedging instruments currently available are not cost-effective, and, therefore, has focused its efforts on increasing the ~~Corporation's~~Corporation’s yield-cost spread through wholesale and retail growth opportunities.

The Corporation monitors the impact of changes in interest rates on its net interest income using several tools. One measure of the ~~Corporation's~~Corporation’s exposure to differential changes in interest rates between assets and liabilities is the ~~Corporation's~~Corporation’s analysis of its interest rate sensitivity. This test measures the impact on net interest income and on net portfolio value of an immediate change in interest rates in 100 basis point increments. Net portfolio value is defined as the net present value of assets, liabilities and off-balance sheet contracts.

The primary tool used by management to measure and manage interest rate exposure is a simulation model. Use of the model to perform simulations reflecting changes in interest rates over one and two-year time horizons has enabled management to develop and initiate strategies for managing exposure to interest rate risk. In its simulations, management estimates the impact on net interest income of various changes in interest rates. Projected net interest income sensitivity to movements in interest rates is modeled based on both an immediate rise and fall in interest rates ("(“rate ~~shock"~~shock”), as well as gradual changes in interest rates over a ~~12 month~~12-month time period. The model is based on the actual maturity and repricing characteristics of interest-rate sensitive assets and liabilities. The model incorporates assumptions regarding earning-asset and deposit growth, prepayments, interest rates and other factors. Management believes that both individually and taken together, these assumptions are reasonable, but the complexity of the simulation modeling process results in a sophisticated estimate, not an absolutely precise calculation, of exposure. For example, estimates of future cash flows must be made for instruments without contractual maturity or payment schedules.

The ~~Corporation's~~Corporation’s rate sensitivity position in each time frame may be expressed as assets less liabilities, as liabilities less assets, or as the ratio between rate sensitive assets (RSA) and rate sensitive liabilities (RSL). For example, a short funded position (liabilities repricing before assets) would be expressed as a net negative position, when period gaps are computed by subtracting repricing liabilities from repricing assets. When using the ratio method, a RSA/RSL ratio of 1 indicates a balanced position, a ratio greater than 1 indicates an asset sensitive position and a ratio less than 1 indicates a liability sensitive position.

A negative gap, and/or a rate sensitivity ratio less than 1, tends to expand net interest margins in a falling rate environment and to reduce net interest margins in a rising rate environment. Conversely, when a positive gap occurs, generally margins expand in a rising rate environment and contract in a falling rate environment. From time to time, the Corporation may elect to deliberately mismatch liabilities and assets in a strategic gap position.

At ~~June~~September 30, 2005, the Corporation reflects a negative interest sensitivity gap (or an interest sensitivity ratio) of ~~0.74:~~62:1.00 at the cumulative one-year position. During ~~the first quarter~~all of 2005 and most of 2004 the Corporation had a negative interest sensitivity gap. ~~Management's~~Management’s perception is that interest rates will continue to be volatile; therefore emphasis has been, and is expected to continue to be, placed on interest-sensitivity matching with the objective of stabilizing the net interest spread during 2005. However, no assurance can be given that this objective will be met.

Estimates of Fair Value

The estimation of fair value is significant to a number of the Corporation’s assets, including available for sale securities. Fair values are volatile and may be influenced by a number of factors. Circumstances that could cause estimates of the fair value of certain assets and liabilities to change include a change in prepayment speeds, discount rates, or market interest rates. Fair values for most available for sale ~~investment~~ securities are based on quoted market prices. If quoted market prices are not available, fair values are based on judgments regarding future expected loss experience, current economic condition, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Impact of Inflation and Changing Prices

The financial statements and notes thereto, presented elsewhere herein, have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the operations, since unlike most industrial companies, nearly all of the Corporation’s assets and liabilities are monetary. As a result, interest rates have a greater impact on performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Liquidity Management

The liquidity position of the Corporation is dependent on successful management of its assets and liabilities so as to meet the needs of both deposit and credit customers. Liquidity needs arise principally to accommodate possible deposit outflows and to meet ~~customers'~~customers’ requests for loans. Scheduled principal loan repayments, maturing investments, short-term liquid assets and deposit in-flows can satisfy such needs. The objective of liquidity management is to enable the Corporation to maintain sufficient liquidity to meet its obligations in a timely and cost-effective manner.

Management monitors current and projected cash flows, and adjusts positions as necessary to maintain adequate levels of liquidity. By using a variety of potential funding sources and staggering maturities, the risk of potential funding pressure is reduced. Management also maintains a detailed liquidity contingency plan designed to respond adequately to situations which could lead to liquidity concerns.

At ~~June~~September 30, 2005, the Corporation had outstanding loan origination commitments of ~~$142.0~~$147.6 million. These commitments include home equity loans of ~~$75.2~~$71.1 million, commercial loans of ~~$35.3~~$40.2 million and real estate related ~~committments~~commitments of ~~31.0 million and~~$36.3 million. The Corporation also had unfunded letters of credit, all due in one year or less, of ~~$16.7~~$18.1 million. Time deposits issued in amounts of $100,000 or more maturing within one year ~~total $104.3 million.~~

totaled $107.9 million at September 30, 2005.

The historically low rate environment has created heavy refinance activity influenced to some degree by the amount of mortgage loans originated by the Corporation. The Corporation sells a portion of these loans into the secondary market and such loans are included in loans held for sale. At ~~June~~September 30, 2005 there were $260,000 in loans available for sale and in 2004 there were no loans available for sale.

Management believes that the Corporation has the funding capacity to meet the liquidity needs arising from potential events. In addition to pledgeable securities, the Corporation also maintains borrowing capacity through the Federal Discount Window and the Federal Home Loan Bank of New York secured with loans and marketable securities.

Liquidity is measured and monitored for the Bank. The Corporation reviews its net short-term mismatch. This measures the ability of the Corporation to meet obligations should access to bank dividends be constrained. At ~~June~~September 30, 2005, the parent Corporation had ~~$19.4~~$6.6 million in cash compared to ~~$2.4~~$11.8 million at ~~June~~September 30, 2004. The ~~increase~~decrease in cash at the parent Corporation level was ~~primarily~~ due to ~~the $20 million private placement~~investing activity and increased capitalization of the ~~Corporation’s common stock consummated on June 30, 2005.~~subsidiary bank. Expenses at the parent Corporation are minimal and management believes that the parent Corporation has adequate liquidity to fund its obligations.

Certain provisions of long-term debt agreements prevent the Corporation from creating liens on, disposing of or issuing voting stock of subsidiaries. As of ~~June~~September 30, 2005 the Corporation was in compliance with all covenants and provisions of these agreements.

Management monitors current and projected cash flows, and adjusts positions as necessary to maintain adequate levels of liquidity. By using a variety of potential funding sources and staggering maturities, the risk of potential funding pressure is somewhat reduced. Management also maintains a detailed liquidity contingency plan designed to adequately respond to situations which could lead to liquidity concerns.

Anticipated cash-flows at ~~June~~September 30, 2005, projected to ~~July~~September 2006, indicates that the ~~Bank's~~Bank’s liquidity should remain strong, with an approximate projection of ~~$252.4~~$229.0 million in anticipated cash flows over the next twelve months. This projection represents a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from this projection depending upon a number of factors, including the liquidity needs of the ~~Bank's~~Bank’s customers, the availability of sources of liquidity and general economic conditions.

Deposits

Total deposits ~~increased~~decreased from $702.3 million on December 31, 2004 to ~~$721.2~~$681.3 million on ~~June~~September 30, 2005, ~~an increase~~a decrease of ~~$18.9~~$21.0 million, or ~~2.7%~~3.0%. Total non-interest bearing deposits increased from $127.2 million to ~~$148.7~~$137.8 million, an increase of ~~$21.5~~$10.6 million or ~~16.9%~~8.3%. This increase included $7.9 million from the acquisition of Red Oak Bank. Savings and interest bearing transaction accounts decreased from $575.0 million on December 31, 2004 to ~~$572.5~~$543.5 million on ~~June~~September 30, 2005, a decrease of ~~$2.5~~$31.5 million or ~~.43%~~5.5%. The Corporation acquired $62.7 million in interest-bearing transaction accounts from the Red Oak Bank acquisition. Time deposits under $100,000 decreased ~~$1.8~~$2.3 million to ~~$27.4~~$22.6 million, while time deposits $100,000 and over decreased ~~$45.7~~$45.6 million to ~~$118.1~~$118.2 million. The Red Oak acquisition contributed $42.0 million in time deposits including $13.0 million in time deposits $100,000 and ~~over~~

over.

The Corporation derives a significant proportion of its liquidity from its core deposit base. For the ~~six month~~nine-month period ended ~~June~~September 30, 2005, core deposits, comprised of demand deposits, savings and money market accounts, increased by ~~$54.9~~$19.7 million or ~~11.9%~~4.3% from December 31, 2004 to ~~$515.9~~$480.6 million. ~~Core~~At September 30, 2005, core deposits ~~are 71.5%~~were 70.6% of total deposits compared to 65.6% at year-end 2004. Alternatively, the Corporation uses a more stringent calculation for the management of its liquidity positions internally which consists of total demand and savings accounts (excluding Super Max and money market accounts under $100,000) and excludes time deposits as part of core deposits as a percentage of total deposits. This number increased primarily from the addition of Red Oak Bank and represented ~~52.2~~51.7 percent of total deposits as compared with ~~43.6~~49.4 percent at ~~June~~September 30, ~~2004~~

2004.

The following table depicts the ~~Corporation's~~Corporation’s internal core deposit mix at ~~June~~September 30, 2005 and 2004:

Core Deposit Mix


	September 30, 2005 Amount			Percentage		September 30, 2004 Amount			Percentage		Net Change in Volume 2005 vs. 2004
	(dollars in thousands)
Demand Deposits	$	137,779			39.2	$	124,743			41.5	$	13,036
Interest-Bearing Demand		114,086			32.4		72,833			24.2		41,253
Regular Savings		77,553			22.0		78,051			26.0		(498	)
Money Market Deposits under $100,000		22,579			6.4		24,890			8.3		(2,311	)
Total core deposits	$	351,997			100.0	$	300,517			100.0	$	51,480
Total deposits	$	681,278			—	$	608,949			—	$	72,329
Core deposits to total deposits		51.7	%		—		49.4	%		—		—

~~CORE DEPOSIT MIX~~

June 30,

Net Change in

2005

2004

Volume 2005

(Dollars In Thousands)

Amount

Percentage

Amount

Percentage

vs. 2004

Demand Deposits $ 148,742 39.5 $ 122,891 44.5 $ 25,851
Interest-Bearing Demand 117,683 31.3 67,393 24.4 50,290
Regular Savings 82,282 21.9 59,781 21.6 22,501
Money Market Deposits under $100,000 27,412 7.3 26,240 9.5 1,172
Total core deposits $ 376,119 100.0 $ 276,305 100.0 $ 99,814
Total deposits $ 721,206 $ 633,316 $ 87,890
Core deposits to total deposits 52.2 % 43.6 %

More volatile rate sensitive deposits, concentrated in time certificates of deposit greater than $100,000, for the ~~six-month~~nine-month period ended ~~June~~September 30, 2005, ~~decreased~~increased to ~~16.38~~17.35 percent of total deposits from ~~19.11~~15.00 percent during the ~~six~~nine months ended ~~June~~September 30, 2004, and declined from 23.32% at December 31, 2004.

Short-term borrowings can be used to satisfy daily funding needs. Balances in these accounts fluctuate significantly on a day-to-day basis. The ~~Corporation's~~Corporation’s principal short-term funding sources are securities sold under agreements to repurchase, advances from the Federal Home Loan Bank and Federal funds purchased. Average borrowings during the ~~six~~nine months ended ~~June~~September 30, 2005 were ~~$260.0~~$291.9 million, an increase of ~~$17.7~~$48.8 million or ~~7.31~~20.09 percent from ~~$242.3~~$243.1 million in average borrowings during the comparable ~~six~~nine months ended ~~June~~September 30, 2004.

During the ~~six~~nine months ended ~~June~~September 30, 2005, average funding sources increased by approximately ~~$115.3~~$137.0 million or ~~13.44~~15.85 percent, compared to the same period in 2004. Interest-bearing deposit liabilities increased approximately ~~$89.1~~$78.5 million on average and were comprised primarily of increases in time deposits, and other interest-bearing and money market deposits, offset by a decline in savings deposits. Non-interest-bearing funding sources as a percentage of the total funding mix decreased to ~~13.9~~13.6 percent on average as compared to ~~14.8~~14.7 percent for the ~~six~~nine month period ended ~~June~~September 30, 2004. This reflects a shift in deposit mix to interest-bearing funding sources as a percentage of the funding base as compared with overall deposit growth.

Operating, Investing and Financing Cash Flow

The consolidated statements of cash flows present the changes in cash and cash equivalents from operating, investing and financing activities. During the ~~six~~nine months ended ~~June~~September 30, 2005, cash and cash equivalents (which increased overall by ~~$20.0~~$13.975 million) were provided (on a net basis) by financing activities in the amount of approximately ~~$65.9~~$61.6 million primarily due to a ~~$54.9~~$92.6 million net increase in cash flow from short term borrowings, ~~$45.2~~$44.4 million increase in Federal Home Loan Bank advances and ~~$19.5~~$19.3 million in proceeds from common stock issuances offset by ~~$51.7~~$91.7 million decrease in deposits and ~~$1.9~~$3.3 million in dividends paid. Approximately ~~$3.3~~$4.8 million was provided by operating activities and ~~$49.3~~$52.4 million was used in financing activities, principally ~~$241.2~~$31.6 million of securities purchased and ~~$30.5 million~~$34.7million growth in the loan portfolio offset by paydowns and maturities of investment securities.

~~Stockholders'~~Stockholders’ Equity

Total ~~stockholders'~~stockholders’ equity averaged ~~$71.3~~$81.3 million or ~~6.80~~7.47 percent of average assets for the ~~six~~nine month period ended ~~June~~September 30, 2005, as compared to ~~$54.6~~$54.5 million, or ~~5.95~~5.90 percent, during the same period in 2004. The Corporation's dividend reinvestment and optional stock purchase plan contributed $382,000 in new capital for the six months ended June 30, 2005 as compared with $503,000 for the comparable period in 2004. Book value per common share was $7.57 at June 30, 2005 as compared to $5.41 at June 30, 2004. Tangible book value (i.e., book value less goodwill) per common share was $6.20 at June 30, 2005 and $5.19 at June 30, 2004.

On June 30, 2005, the Corporation issued 1,904,761 shares of the holding ~~company's~~company’s common stock to a limited number of accredited investors in a private placement of its securities. The shares were issued at a purchase price of $10.50 per share. Net proceeds to the holding company were approximately $18.9 million, after commissions and expenses.

The Corporation’s dividend reinvestment and optional stock purchase plan contributed $399,000 in new capital for the nine months ended September 30, 2005 as compared with $981,000 for the comparable period in 2004. Book value per common share was $7.45 at September 30, 2005 as compared to $6.51 at September 30, 2004. Tangible book value (i.e., book value less goodwill) per common share was $6.15 at September 30, 2005 and $6.31 at September 30, 2004.

As of ~~June~~September 30, 2005 the Corporation has purchased 57,330 common shares at an average cost per share of $9.38 under the stock buyback program announced on January 24, 2002 for the repurchase of up to 266,254 shares of the Corporation’s outstanding common stock. The repurchased shares were recorded as Treasury Stock, which resulted in a decrease in stockholder’s equity. For the ~~six-month~~nine-month period ended ~~June~~September 30, 2005 there were no repurchases made.

Capital

The maintenance of a solid capital foundation continues to be a primary goal for the Corporation. Accordingly, capital plans and dividend policies are monitored on an ongoing basis. The most important objective of the capital planning process is to balance effectively the retention of capital to support future growth and the goal of providing stockholders with an attractive long-term return on their investment.

Risk-Based Capital/Leverage

Banking regulations require banks to maintain minimum levels of regulatory capital. Under the regulations in effect at ~~June~~September 30, 2005, the Bank was required to maintain (i) a minimum leverage ratio of Tier 1 capital to total adjusted assets of 4.00%, and (ii) minimum ratios of Tier 1 and total capital to risk-weighted assets of 4.00% and 8.00%, respectively.

At ~~June~~September 30, 2005, total Tier 1 capital (defined as tangible ~~stockholders'~~stockholders’ equity for common stock and certain perpetual preferred stock) amounted to ~~$100.0~~$101.4 million or ~~8.48~~8.86 percent of total assets. Tier I capital excludes the effect of SFAS No. 115, ~~$1.043~~$3.335 million of net unrealized losses, after tax, on securities available-for-sale (included as a component of other comprehensive income) and goodwill of approximately ~~$18.4~~$17.4 million as of ~~June~~September 30, 2005. At ~~June~~September 30, 2005 the ~~Corporation's~~Corporation’s estimated Tier I risk-based and total risk-based capital ratios were ~~14.46~~14.65 percent and ~~15.19~~15.37 percent, respectively. These ratios are well above the minimum guidelines of capital to risk-adjusted assets in effect as of ~~June~~September 30, 2005.

Under prompt corrective action regulations, bank regulators are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution. Such actions could have a direct material effect on the ~~institution's~~institution’s financial statements. The regulations establish a framework for the classification of financial institutions into five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, an institution is considered well capitalized if it has a leverage (Tier 1) capital ratio of at least 5.0%; a Tier 1 risk-based capital ratio of at least 6.0%; and a total risk-based capital ratio of at least 10.0%.

The foregoing capital ratios are based in part on specific quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the bank regulators about capital components, risk weightings and other factors. As of ~~June~~September 30, 2005, management believes that each of the Bank and the Corporation meet all capital adequacy requirements to which it is subject.

Subordinated Debentures

On December 18, 2001, Center Bancorp Statutory Trust I, a statutory business trust and wholly-owned subsidiary of Center Bancorp, Inc., issued $10.0 million of floating rate capital trust pass through securities to investors due on December 18, 2031. The trust loaned the proceeds of this offering to the Corporation and received in exchange $10.3 million of the Corporation’s subordinated debentures. The subordinated debentures are redeemable in whole or part, prior to maturity but after December 18, 2006. The floating interest rate on the subordinated debentures is three month LIBOR plus 3.60% and reprices quarterly. The rate at ~~June~~September 30, 2005 was ~~7.03 %.~~

7.49%.

On December 19, 2003, Center Bancorp Statutory Trust II, a statutory business trust and wholly-owned subsidiary of Center Bancorp, Inc., issued $5.0 million of, MMCapS capital securities to investors due on January 23, 2034. The capital securities qualify as Tier 1 capital. The trust loaned the proceeds of this offering to the Corporation and received in exchange $5.2 million of the Corporation’s subordinated debentures. The subordinated debentures are redeemable in whole or part, prior to maturity but after January 23, 2009. The floating interest rate on the subordinated debentures is three month LIBOR plus 2.85% and reprices quarterly. The rate at ~~June~~September 30, 2005 was

~~6.06 %.~~

6.54%.

The capital raised with respect to the issuance of the above mentioned securities was used to bolster the ~~Corporation's~~Corporation’s capital and for general corporate purposes, including capital contributions to Union Center National Bank.

Looking Forward

One of the ~~Corporation's~~Corporation’s primary objectives is to achieve balanced asset and revenue growth, and at the same time expand market presence and diversify its financial products. However, it is recognized that objectives, no matter how focused, are subject to factors beyond the control of the Corporation, which can impede its ability to achieve these goals. The following factors should be considered when evaluating the ~~Corporation's~~Corporation’s ability to achieve its objectives:

The financial market place is rapidly changing. Banks are no longer the only place to obtain loans, nor the only place to keep financial assets. The banking industry has lost market share to other financial service providers. The future is predicated on the ~~Corporation's~~Corporation’s ability to adapt its products, provide superior customer service and compete in an ever-changing marketplace.

Net interest income, the primary source of earnings, is impacted favorably or unfavorably by changes in interest rates. Although the impact of interest rate fluctuations is mitigated by ALCO strategies, significant changes in interest rates can have an adverse impact on profitability.

The ability of customers to repay their obligations is often impacted by changes in the regional and local economy. Although the Corporation sets aside loan loss provisions toward the allowance for loan losses, significant unfavorable changes in the economy could impact the assumptions used in the determination of the adequacy of the allowance.

Technological changes will have a material impact on how financial service companies compete for and deliver services. It is recognized that these changes will have a direct impact on how the marketplace is approached and ultimately on profitability. The Corporation has already taken steps to improve its traditional delivery channels. However, continued success will likely be measured by the ability to react to future technological changes.

This ~~"Looking Forward"~~“Looking Forward” description constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the ~~Corporation's~~Corporation’s forward-looking statements due to numerous known and unknown risks and uncertainties, including the factors referred to above and in other sections of this quarterly report and the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004.

Item ~~3 -~~3. Qualitative and Quantitative Disclosures ~~about~~About Market Risks

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

The ~~Corporation's~~Corporation’s income simulation model analyzes interest rate sensitivity by projecting net interest income over the next 24 months in a flat rate scenario versus net interest in alternative interest rate scenarios. Management reviews and refines its interest rate risk management process in response to the changing economic climate. The low level of interest rates had necessitated a modification of the Corporation’s standard rate scenario of a shock down 200 basis points over 12 months to down 100 basis points over a 12-month period; however, due to the increase in rates that has occurred over the past year, ~~we have~~the Corporation has modified the model shocks back to the 200 basis point shock level as a means of measurement.

Based on the results of the interest simulation model as of ~~June~~September 30, 2005, and assuming that management does not take action to alter the outcome, the Corporation would expect an increase of ~~4.72~~4.53 percent in net interest income if interest rates decreased 200 basis points from the current rates in an immediate and parallel shock over a 12-month period. In a rising rate environment, based on the results of the model as of ~~June~~September 30, 2005, the Corporation would expect a decrease of ~~9.76~~9.08 percent in net interest income if interest rates increased by 200 basis points from current rates in an immediate shock over a twelve month period.

The statements in this Quarterly Report regarding the effects of hypothetical interest rate changes represent forward- looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ

materially from these statements. Computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and duration of deposits, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions that ALCO could undertake in response to changes in interest rates.

Item ~~4 -~~4. Controls and Procedures

~~(a)~~

~~Disclosure controls and procedures~~. As of the end of the Corporation’s most recently completed fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) covered by this report, the Corporation carried out an evaluation, with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Corporation’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

~~(b)~~

~~Changes in internal controls over financial reporting~~. There have been no changes in the Corporation’s internal controls over financial reporting that occurred during the Corporation’s last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

(a)

Disclosure controls and procedures. As of the end of the Corporation’s most recently completed fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) covered by this report, the Corporation carried out an evaluation, with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Corporation’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

(b)

Changes in internal controls over financial reporting. There have been no changes in the Corporation’s internal controls over financial reporting that occurred during the Corporation’s last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

~~Part II~~ PART II. OTHER INFORMATION

Item 11. Legal Proceedings

The Corporation is subject to claims and lawsuits, which arise primarily in the ordinary course of business. Based upon the information currently available, it is the opinion of management that the disposition or ultimate determination of such claims will not have a material adverse impact on the consolidated financial position, results of operations, or liquidity of the Corporation. This statement represents a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from this statement, primarily due to the uncertainties involved in proving facts within the context of the legal processes.

Item ~~2 -~~2. Unregistered Sales of Equity Securities and Use of Proceeds

Item ~~6 -~~6. Exhibits


Exhibit 31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Exhibit 31.1 - Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~Exhibit 31.2 - Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~Exhibit 32.1 - Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~Exhibit 32.2 - Certification of the Registrant’s Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.~~

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.


		CENTER BANCORP, INC.

	~~CENTER BANCORP, INC.~~
By:
~~DATE: August 9, 2005~~	~~By:~~	/s/: Anthony C. Weagley
		Anthony C. Weagley,
Date: November 9, 2005		Treasurer (Chief Financial Officer)

EXHIBIT INDEX

~~Exhibit 31.1 - Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~Exhibit 31.2 - Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~Exhibit 32.1 - Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~Exhibit 32.2 - Certification of the Registrant’s Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.~~


Exhibit 31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	June 30,			December 31,
*(Dollars In Thousands*)	2005			2004
	(unaudited)
ASSETS
Cash and due from banks	$	32,001		$	12,033
Federal funds sold and securities purchased under agreement to resell		0			0
Total cash and cash equivalents	$	32,001			12,033
Investment securities held to maturity (approximate market value of $154,017 in 2005 and $127,898 in 2004)		151,088			124,162
Investment securities available-for-sale		436,670			453,524
Total investment securities		587,758			577,686
Loans, net of unearned income		498,602			377,304
Less--Allowance for loan losses		4,995			3,781
Net loans		493,607			373,523
Premises and equipment, net		18,110			17,622
Accrued interest receivable		5,649			4,533
Bank owned life insurance		18,215			17,848
Other assets		5,749			3,679
Goodwill and other intangible assets		17,479			2,091
Total assets	$	1,178,568		$	1,009,015

LIABILITIES
Deposits:
Non-interest-bearing	$	148,742		$	127,226
Interest-bearing:
Certificates of deposit $100,000 and over		118,126			163,810
Interest-bearing transaction demand, savings and time deposits $100,000 and less		454,338			411,236
Total deposits		721,206			702,272
Short-term borrowings		164,934			101,357
Long-term borrowings		168,555			115,000
Subordinated debentures		15,465			15,465
Accounts payable and accrued liabilities		6,724			6,278
Total liabilities		1,076,884			940,372

Commitments and contingencies

STOCKHOLDERS’ EQUITY:
Preferred Stock, no par value, Authorized 5,000,000 shares; None Issued		0			0
Common stock, no par value: Authorized 20,000,000 shares; issued 14,467,962 and 11,475,446 shares in 2005 and 2004, respectively		65,592			30,441
Additional paid in capital		3,775			4,477
Retained earnings		37,081			36,973
Treasury stock at cost (1,041,920 and 1,056,972 shares in 2005 and 2004, respectively)		(3,721	)		(3,775	)
Restricted stock		0			0
Accumulated other comprehensive (loss)/income		(1,043	)		527
Total stockholders’ equity		101,684			68,643
Total liabilities and stockholders’ equity	$	1,178,568		$	1,009,015

(Unaudited)	Three Months Ended				Six Months Ended
	June 30,				June 30,
(*In Thousands, Except Per Share Data*)	2005		2004		2005		2004
Interest income:
Interest and fees on loans	$	5,928	$	4,490	$	10,961	$	8,866
Interest and dividends on investment securities:
Taxable interest income		4,935		4,119		9,423		8,099
Non-taxable interest income		992		853		1,965		1,733
Dividends		465		270		915		604
Interest on Federal funds sold and securities purchased under agreement to resell		17		0		29		0
Total interest income		12,337		9,732		23,293		19,302
Interest expense:
Interest on certificates of deposit $100,000 and over		987		92		1,986		193
Interest on other deposits		1,896		1,561		3,456		3,202
Interest on borrowings		2,605		1,580		4,587		3,025
Total interest expense		5,488		3,233		10,029		6,420
Net interest income		6,849		6,499		13,264		12,882
Provision for loan losses		0		205		0		410
Net interest income after provision for loan losses		6,849		6,294		13,264		12,472
Other income:
Service charges, commissions and fees		475		477		970		958
Other income		159		109		255		211
Annuity & Insurance		72		12		114		20
Bank Owned Life Insurance		185		192		367		358
Gain on securities sold		23		31		36		157
Total other income		914		821		1,742		1,704
Other expense:
Salaries and employee benefits		3,004		2,641		5,881		5,278
Occupancy, net		442		459		1,012		1,022
Premises and equipment		483		475		941		920
Stationery and printing		181		144		302		296
Marketing and advertising		160		147		332		296
Other		1,153		1,038		2,294		2,083
Total other expense		5,423		4,904		10,762		9,895
Income before income tax expense		2,340		2,211		4,244		4,281
Income tax expense		407		429		566		775
Net income	$	1,933	$	1,782	$	3,678	$	3,506
Earnings per share: (Note 4)
Basic	$	.18	$	.19	$	.34	$	.37
Diluted	$	.18	$	.19	$	.34	$	.37
Weighted average common shares outstanding:
Basic		10,962,507		9,422,960		10,697,411		9,410,420
Diluted		11,005,043		9,482,201		10,741,239		9,481,883

															Accumulated			Total
	Common		Additional												Other			Stock-
	Stock		Paid in			Retained			Treasury			Restricted			Comprehensive			holders'
(in thousands, except share data)	Amount		Capital			Earnings			Stock			Stock			Income			Equity
Balance, December 31, 2003	$	19,405	$	4,677		$	33,268		$	(3,978	)	$	(14	)	$	822		$	54,180

Cash dividend							(1,550	)											(1,550	)
Issuance of common stock		264																	264
Exercise of stock option				57						170									227
Restricted stock award													14						14
Repurchase of common stock																			0
Net income							3,506												3,506
Additional minimum pension liability, net of tax																(14	)		(14	)
Unrealized holding loss on securities arising during the period (net of tax benefit of $2,881)																(5,593	)
Less reclassification adjustment for loss included in net income (net of tax of $53)																103
Net unrealized holding loss on securities arising during the period (net of tax of $2,828)																(5,504	)		(5,504	)
Total comprehensive income																			(1,998	)
Balance, June 30, 2004	$	19,669	$	4,734		$	35,224		$	(3,808	)	$	0		$	(4,682	)	$	51,137

Balance, December 31, 2004	$	30,441	$	4,477		$	36,973		$	(3,775	)	$	0		$	527		$	68,643

Cash dividend							(1,933	)											(1,933	)
Issuance of common stock		21,874		(925	)		(1,637	)											19,312
Common Stock Issued Red Oak Acquisition		13,277																	13,277
Exercise of stock option				148						23									171
Restricted stock award				75						31			0						106
Net income							3,678												3,678
Unrealized holding losses on securities arising during the period (net of tax of $821)																(1,594	)
Less reclassification adjustment for gains included in net income (net of tax of $12)																24
Net unrealized holding losses on securities arising during the period (net of tax of $809)																(1,570	)		(1,570	)
Total comprehensive income																			2,108
Balance, June 30, 2005	$	65,592	$	3,775		$	37,081		$	(3,721	)	$	0		$	(1,043	)	$	101,684

	Three Months				Six Months
	Ended June 30,				Ended June 30,
(In Thousands, Except Per Share Amounts)	2005		2004		2005		2004
Net income, as reported	$	1,933	$	1,782	$	3,678	$	3,506
Add: compensation expense recognized for restricted stock
award, net of related tax effect		0		9		69		9
Deduct: Total Stock-based employee compensation
expense determined under fair value based method
all awards, net of related tax effects		198		24		286		46
Pro forma net income	$	1,735	$	1,767	$	3,461	$	3,469
Earnings per share:
Basic - as reported	$	0.18	$	0.19	$	0.34	$	0.37
Basic - pro forma	$	0.16	$	0.19	$	0.32	$	0.37
Diluted - as reported	$	0.18	$	0.19	$	0.34	$	0.37
Diluted - pro forma	$	0.16	$	0.19	$	0.32	$	0.37

		At May 20, 2005
Assets:
Cash and due from banks	$	2,433
Securities		5,404
Loans, net		89,626
Fixed assets		476
Other assets		1,918
Core deposit intangible		703
Goodwill		14,709
Total assets		115,269

Liabilities:
Deposits		70,674
Borrowings		17,090
Other liabilities		754
Total liabilities		88,518
Net assets acquired	$	26,751


	Three Months Ended June 30,

	Pension Benefits						Other Postretirement Benefits
(Dollars in Thousands)	2005			2004			2005		2004
Service cost	$	187		$	165		$	12	$	11
Interest cost		131			124			18		16
Expected return on plan assets		(133	)		(111	)		0		0
Amortization of prior service cost		1			1			3		3
Amortization of the net loss		6			11			13		10
Net periodic benefit cost	$	192		$	190		$	46	$	40

Net Interest Income	Three Months Ended June 30,								Six Months Ended June 30,
	2005			2004			Percent		2005			2004			Percent
(Dollars in Thousands)	Amount			Amount			Change		Amount			Amount			Change
Interest Income:
Investments	$	7,015		$	5,683			23.44	$	13,522		$	11,339			19.25
Loans, including fees		5,928			4,490			32.03		10,961			8,865			23.64
Federal funds sold and securities purchased under agreement to resell		17			0			100.00		29			0			100.00
Total interest income		12,960			10,173			27.40		24,512			20,204			21.32
Interest expense:
Certificates of $100,000 or more		987			92			972.83		1,986			193			929.02
Deposits		1,896			1,561			21.46		3,456			3,202			7.93
Borrowings		2,605			1,580			64.87		4,587			3,025			51.64
Total interest expense		5,488			3,233			69.75		10,029			6,420			56.21
Net interest income on a fully tax-equivalent basis		7,472			6,940			7.67		14,483			13,784			5.07
Tax-equivalent adjustment		(623	)		(441	)		41.27		(1,219	)		(902	)		35.14
Net interest income *	$	6,849		$	6,499			5.39	$	13,264		$	12,882			2.97

	Three Months Ended June 30,								Six Months Ended June 30,
	2005/2004 Increase (Decrease)								2005/2004 Increase (Decrease)
(Tax Equivalent Basis)	Due to Change In:								Due to Change In:
(Dollars In Thousands)	Average Volume			Average Rate			Net Change		Average Volume			Average Rate			Net Change
Interest-earning assets:
Investment securities:
Taxable	$	309		$	348		$	657	$	355		$	645		$	1,000
Non-Taxable		750			(75	)		675		1,383			(200	)		1,183
Federal funds sold and securities
purchased under agreement to resell		17			0			17		29			0			29
Loans, net of unearned discounts		979			459			1,438		1,407			689			2,096
Total interest-earning assets		2,055			732			2,787		3,174			1,134			4,308
Interest-bearing liabilities:
Money market deposits		(10	)		301			291		7			428			435
Savings deposits		(10	)		81			71		(56	)		128			72
Time deposits		589			106			695		1,178			120			1,298
Other interest-bearing deposits		59			114			173		22			220			242
Short-term borrowings		182			771			953		209			1,233			1,442
Trust preferred		0			72			72		0			120			120
Total interest-bearing liabilities		810			1,445			2,255		1,360			2,249			3,609
Change in net interest income	$	1,245	(	$	713	)	$	532	$	1,814	(	$	1,115	)	$	699

	Six Month Period Ended June 30,
				2005									2004
				Interest			Average						Interest			Average
(tax-equivalent basis,	Average			Income/			Yield/			Average			Income/			Yield/
dollars in thousands)	Balance			Expense			Rate			Balance			Expense			Rate
Assets
Interest-earning assets:
Investment securities: (1)
Taxable	$	425,932		$	9,676			4.54	%	$	409,582		$	8,676			4.24	%
Non-taxable		145,900			3,846			5.27	%		93,883			2,663			5.67	%
Loans, net of unearned income (2)		408,292			10,961			5.37	%		354,665			8,865			5.00	%
Federal funds sold and securities purchased under agreement to resell		2,201			29			2.64	%		0			0			0.00	%
Total interest-earning assets		982,325			24,512			4.99	%		858,130			20,204			4.71	%
Non-interest-earning assets
Cash and due from banks		19,840									19,841
BOLI		18,013									16,062
Other assets		33,541									27,380
Allowance for possible loan losses		(4,082	)								(3,205	)
Total non-interest-earning assets		67,312									60,078
Total assets	$	1,049,637								$	918,208
Liabilities and stockholders' equity
Interest-bearing liabilities:
Money market deposits	$	87,849			932			2.12	%	$	86,634			497			1.15	%
Savings deposits		113,732			765			1.35	%		123,220			693			1.12	%
Time deposits		240,274			3,311			2.76	%		154,383			2,013			2.61	%
Other interest - bearing deposits		120,873			434			0.72	%		109,365			192			0.35	%
Short-term Borrowings & FHLB Advances		260,048			4,125			3.17	%		242,323			2,683			2.21	%
Subordinated Debentures		15,465			462			5.97	%		15,465			342			4.42	%
Total interest-bearing liabilities		838,241			10,029			2.39	%		731,390			6,420			1.76	%
Non-interest-bearing liabilities:
Demand deposits		132,781									125,327
Other non-interest-bearing deposits		2,224									1,220
Other liabilities		5,042									5,655
Total non-interest-bearing liabilities		140,047									132,202
Stockholders' equity		71,349									54,616
Total liabilities and stockholders’ equity	$	1,049,637								$	918,208
Net interest income (tax-equivalent basis)				$	14,483								$	13,784
Net Interest Spread								2.60	%								2.95	%
Net interest income as percent
of earning-assets (net interest margin)								2.95	%								3.21	%
Tax-equivalent adjustment (3)					(1,219	)								(902	)
Net interest income				$	13,264								$	12,882


				Three Month Period Ended June 30,
				2005									2004
				Interest			Average						Interest			Average
(tax-equivalent basis,	Average			Income/			Yield/			Average			Income/			Yield/
dollars in thousands)	Balance			Expense			Rate			Balance			Expense			Rate
Assets
Interest-earning assets:
Investment securities: (1)
Taxable	$	437,799		$	5,041			4.61	%	$	409,893		$	4,384			4.28	%
Non-taxable		143,506			1,974			5.50	%		89,277			1,299			5.82	%
Loans, net of unearned income (2)		435,539			5,928			5.44	%		361,523			4,490			4.97	%
Federal funds sold and securities purchased under agreement to resell		2,397			17			2.84	%		0			0			0.00	%
Total interest-earning assets		1,019,241			12,960			5.09	%		860,693			10,173			4.73	%
Non-interest-earning assets
Cash and due from banks		20,478									18,743
BOLI		18,103									16,062
Other assets		38,143									30,027
Allowance for possible loan losses		(4,343	)								(3,315	)
Total non-interest-earning assets		72,381									61,517
Total assets	$	1,091,622								$	922,210
Liabilities and stockholders' equity
Interest-bearing liabilities:
Money market deposits	$	91,206			526			2.31	%	$	95,255			235			0.99	%
Savings deposits		137,004			410			1.20	%		141,138			339			0.96	%
Time deposits		253,311			1,672			2.84	%		151,299			977			2.58	%
Other interest - bearing deposits		109,153			275			1.01	%		75,424			102			0.54	%
Short-term Borrowings & FHLB Advances		286,144			2,364			3.30	%		255,941			1,411			2.21	%
Subordinated Debentures		15,465			241			6.23	%		15,465			169			4.37	%
Total interest-bearing liabilities		874,283			5,488			2.51	%		734,522			3,233			1.76	%
Non-interest-bearing liabilities:
Demand deposits		135,433									127,222
Other non-interest-bearing deposits		2,785									631
Other liabilities		5,150									6,047
Total non-interest-bearing liabilities		143,368									133,900
Stockholders' equity		73,971									53,788
Total liabilities and stockholders’ equity	$	1,091,622								$	922,210
Net interest income (tax-equivalent basis)				$	7,472								$	6,940
Net Interest Spread								2.58	%								2.97	%
Net interest income as percent
of earning-assets (net interest margin)								2.93	%								3.23	%
Tax-equivalent adjustment (3)					(623	)								(441	)
Net interest income				$	6,849								$	6,499


	Three Months Ended June 30,							Six Months Ended June 30,
(Dollars In Thousands)	2005		2004		% change			2005		2004		% change
Service charges, commissions and fees	$	475	$	477		(0.42	)	$	970	$	958		1.25
Other income		159		109		45.87			255		211		20.85
Annuity & Insurance		72		12		500.00			114		20		470.00
Bank Owned Life Insurance		185		192		(3.65	)		367		358		2.51
Gain on securities sold		23		31		(25.81	)		36		157		(77.07	)
Total other income	$	914	$	821		11.33		$	1,742	$	1,704		2.23


				June 30,							Net Change in
	2005					2004					Volume 2005
(Dollars In Thousands)	Amount			Percentage		Amount			Percentage		vs. 2004
Demand Deposits	$	148,742			39.5	$	122,891			44.5	$	25,851
Interest-Bearing Demand		117,683			31.3		67,393			24.4		50,290
Regular Savings		82,282			21.9		59,781			21.6		22,501
Money Market Deposits under $100,000		27,412			7.3		26,240			9.5		1,172
Total core deposits	$	376,119			100.0	$	276,305			100.0	$	99,814
Total deposits	$	721,206				$	633,316				$	87,890
Core deposits to total deposits		52.2	%				43.6	%