EXHIBIT 24.1













                                POWER OF ATTORNEY

          WHEREAS,  the undersigned  officers and directors of Lakeland Bancorp,
Inc. desire to authorize John W. Fredericks,  Roger Bosma and Arthur L. Zande to
act as their  attorneys-in-fact  and agents,  for the purpose of  executing  and
filing the registrant's  registration  statement described below,  including all
amendments and supplements thereto,

          NOW, THEREFORE,

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  John W.  Fredericks,  Roger Bosma and
Arthur L. Zande,  and each of them, his or her true and lawful  attorney-in-fact
and  agent,  with full power of  substitution  and  resubstitution,  to sign the
registrant's  Registration  Statement on Form S-3 registering  300,000 shares of
the Common Stock of Lakeland  Bancorp,  Inc.  (the  "Company")  to be offered in
connection with the Company's Automatic Dividend Reinvestment and Stock Purchase
Plan,  including any and all  amendments and  supplements  to such  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the SEC, granting unto said attorneys-in-fact and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents  and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.


          IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this power of
attorney in the following capacities as of the 8th day of September, 1999.

           Signature                                     Title

/s/ Robert B. Nicholson                                Director
(Robert B. Nicholson)

/s/ John W. Fredericks                                 Director
(John W. Fredericks)

/s/ Bruce G. Bohuny                                    Director
(Bruce G. Bohuny)

/s/ Mary Ann Deacon                                    Director
(Mary Ann Deacon)

/s/ Mark J. Fredericks                                 Director
(Mark J. Fredericks)

/s/ John Pier, Jr.                                     Director
(John Pier, Jr.)



/s/ Paul P. Lubertazzi                                 Director
(Paul P. Lubertazzi)


/s/ Joseph E. O'Dowd                                   Director
(Joseph E. O'Dowd)

/s/ Arthur L Zande                                     Director, Vice President
(Arthur L. Zande)                                      and Treasurer (Chief
                                                       Financial and Accounting
                                                       Officer)

/s/ Roger Bosma                                        Director, Chief Executive
(Roger Bosma)                                          Officer and President

/s/ Michael A. Dickerson                               Director
(Michael A. Dickerson)

/s/ Charles L. Tice                                    Director
(Charles L. Tice)

/s/ George H. Guptill, Jr.                             Director
(George H. Guptill, Jr.)