SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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): August 31, 1999



                          LAKELAND BANCORP, INC.
             (Exact name of registrant as specified in its charter)


                                   New Jersey
                 (State or other jurisdiction of incorporation)


        33-27312                                            22-2953275
(Commission File Number)                       (IRS Employer Identification No.)


                250 Oak Ridge Road, Oak Ridge, New Jersey 07438
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 973-697-2000


                                 Not Applicable
          (Former name of former address, if changed since last report)




Item 5.  Other Events

          On July 15, 1999, Lakeland Bancorp,  Inc. completed its acquisition of
High Point Financial  Corp. by merging High Point into Lakeland.  The merger was
accounted  for as a pooling of interests  under  generally  accepted  accounting
principles.

          The following consolidated financial statement of Lakeland is attached
as Exhibit 99.1:

          1.  Consolidated  Statement  of Income for the Two Months Ended August
31, 1999 (unaudited).

          This income  statement  includes  the  combined  financial  results of
Lakeland and its three subsidiary  banks through August 31, 1999,  including The
National Bank of Sussex County which was acquired in the merger with High Point.
The income statement is filed with this Current Report on Form 8-K in compliance
with SEC  Accounting  Series  Releases No. 130 and 135 and Section 201.01 of the
SEC's Codification of Financial Reporting Policies.

          Lakeland  is  a  bank  holding  company  whose   principal   operating
subsidiaries prior to the merger were Lakeland Bank and Metropolitan State Bank,
each New Jersey chartered banking associations. Following the merger, Lakeland's
principal operating subsidiaries are Lakeland Bank,  Metropolitan State Bank and
The National Bank of Sussex County.  The corporate  headquarters of Lakeland and
Lakeland  Bank are  located  in Oak Ridge,  New  Jersey  and the main  office of
Metropolitan State Bank is located in Montville,  New Jersey. The main office of
The National Bank of Sussex County is located in Branchville, New Jersey.


Item 7.  Financial Statements and Exhibits

          The following exhibit is attached to this Current Report on Form 8-K:

          Exhibit 99.1      Consolidated Statement of Income of Lakeland for the
                            Two Months Ended August 31, 1999 (unaudited).




                                   SIGNATURES

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

                                                 LAKELAND BANCORP, INC.


                                                 /s/ Arthur L. Zande
                                                 Arthur L. Zande, Vice President


Dated:  September 22, 1999



                                  EXHIBIT INDEX


     Exhibit 99.1  Consolidated  Statement  of  Income of  Lakeland  for the Two
                   Months Ended August 31, 1999 (unaudited).