SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    FORM 8-K




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




      Date of Report (Date of Earliest Event Reported): September 16, 1997



                             LAKELAND BANCORP, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)




  New Jersey                              33-27312               22-295275      
 (State or Other                        (Commission            (IRS Employer
 Jurisdiction of                         File Number)       Identification No.)
 Incorporation)


         250 Oak Ridge Road, Oak Ridge, New Jersey                07438
         (Address of Principal Executive Offices)                (Zip Code)


                                 (201) 697-2000
              (Registrant's Telephone Number, Including Area Code)






ITEM 5.  OTHER EVENTS

     On September 16, 1997, Lakeland Bancorp, Inc. ("Lakeland") and Metropolitan
State Bank ("MSB") issued a press release, a copy of which is attached hereto as
Exhibit 99.1, announcing that Lakeland and MSB had entered into an Agreement and
Plan of  Reorganization,  dated as of  September  16,  1997  (the  "Agreement"),
pursuant to which Lakeland will acquire MSB by creating an interim, wholly-owned
subsidiary  state bank (the  "Subsidiary  Bank") and merging the Subsidiary Bank
with and into MSB (the  "Merger").  Upon  consummation  of the Merger,  MSB will
become a  wholly-owned  subsidiary of Lakeland and will continue to operate as a
separate New Jersey chartered state bank. Under the terms of the Agreement, each
share of MSB  common  stock  will  convert  into  common  stock of MSB valued at
$26.20,  subject to adjustment in certain  circumstances and formulas applicable
to the  valuation of such  shares.  The Merger is intended to be tax-free and to
qualify as a pooling of interests for financial reporting purposes. Consummation
of the Merger is subject to the  satisfaction of certain  conditions,  including
the satisfactory  completion of a due diligence review,  the receipt of approval
by the shareholders of MSB and receipt of certain regulatory approvals.

     The Agreement  provides that MSB will pay to Lakeland a termination  fee of
$500,000  plus certain  legal fees and expenses if the  Agreement is  terminated
under certain circumstances.

     The Agreement is filed as Exhibit 99.2 hereto and is incorporated herein by
reference. The text of Item 5 of this Current Report on Form 8-K is qualified in
its entirety by reference to such Exhibit.

     The Merger is  expected  to be  consummated  during the first half of 1998.
There can be no assurance, however, that the Merger will in fact be consummated.


ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (c) Exhibits.

         The following exhibits are filed as part of this report:

99.1     Press Release, dated September 16, 1997.

99.2     Agreement and Plan of Reorganization, dated as of September 16, 1997, 
         by and between  Lakeland Bancorp, Inc. and Metropolitan State Bank.








                                    SIGNATURE


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

                                              LAKELAND BANCORP, INC.



Dated:  September 22, 1997                 By:/s/ Arthur L. Zande
                                              ________________________________
                                              Arthur L. Zande
                                              Executive Vice President





                                  EXHIBIT INDEX


EXHIBIT NUMBER                      DESCRIPTION

  99.1               Press Release, dated September 16, 1997.

  99.2               Agreement  and  Plan of  Reorganization,  dated as of  
                     September  16,  1997,  by and between Lakeland Bancorp, 
                     Inc. and Metropolitan State Bank.