SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by Registrant        [ X ]

Filed by a Party other than the Registrant  [   ]

Check the appropriate box:

[   ]  Preliminary Proxy Statement

[   ]  Confidential, for Use of the Commission Only
       (as permitted by Rule 14a-6(e)(2))

[ X ]  Definitive Proxy Statement

[   ]  Definitive Additional Materials

[   ]  Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12

                         Community Bancorp of New Jersey
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
       (Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
    Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
    14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1)  Title of each class of securities to which transaction  applies:  Common
        Stock.

    2)  Aggregate number of securities to which transaction applies:

    3)  Per unit  price  or  other  underlying  value  of  transaction  computed
        pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):

    4)  Proposed maximum aggregate value of transaction:

    5)  Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee  is  offset as  provided  by  Exchange  Act
    Rule 0-11(a)(2) and identify the previous  filing by registration  statement
    number,  or the  Form or  Schedule  and the  date  of its  filing.

    1) Amount Previously Paid:

    2) Form, Schedule or Registration Statement No.:

    3) Filing Party:

    4) Date  Filed:



 March 23, 2001

To Our Shareholders:

         You are cordially  invited to attend the Annual Meeting of Shareholders
of  Community  Bancorp of New Jersey to be held on  Thursday,  April 19, 2001 at
5:00 P.M. at Grand Marquis, Highway Nine South, Old Bridge, New Jersey 08857.

         At the Annual Meeting,  shareholders will be asked to consider and vote
upon:

         1.   The  re-election  of three  directors  to the  Company's  Board of
              Directors; and

         2.   Such  other  business  as shall  properly  come  before the Annual
              Meeting.

         The  Board  of  Directors  of the  Company  believes  that  each of the
proposals  being  submitted to the  shareholders is in the best interests of the
Company  and its  shareholders  and  urges you to vote in favor of each of these
proposals.

                                          Very truly yours,


                                          /s/ Robert D. O'Donnell
                                          -----------------------
                                          ROBERT D. O'DONNELL
                                          President and Chief Executive Officer







                         COMMUNITY BANCORP OF NEW JERSEY
                                 3535 Highway 9
                           Freehold, New Jersey 07728

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD APRIL 19, 2001

         Notice is hereby  given that the  Annual  Meeting  of  shareholders  of
Community  Bancorp of New Jersey (the  "Company") will be held at Grand Marquis,
Highway Nine South, Old Bridge, New Jersey 08857 on Thursday, April 19, 2001, at
5:00 P.M., for the purpose of considering and voting upon the following matters:

         1.   The election of the three persons named in the accompanying  Proxy
              Statement  to serve as  directors  of the  Company for a three (3)
              year term until the 2004 Annual Meeting;

         2.   Such other business as shall properly come before the Meeting.

         Shareholders  of record at the close of  business on March 15, 2001 are
entitled  to notice of and to vote at the  Annual  Meeting.  Whether  or not you
contemplate  attending  the Annual  Meeting,  it is suggested  that the enclosed
proxy be executed and returned to the Company.  You may revoke your proxy at any
time prior to the  exercise  of the proxy by  delivering  to the Company a later
proxy or by delivering a written notice of revocation to the Company.


                               BY ORDER OF THE BOARD OF DIRECTORS



                               /s/ Robert D. O'Donnell
                               -----------------------
                               ROBERT D. O'DONNELL
                               President and Chief Executive Officer







                    IMPORTANT-PLEASE MAIL YOUR PROXY PROMPTLY

               You are  urged  to sign  and  return  the  enclosed  proxy to the
Company  promptly  in the  envelope  provided  so that  there may be  sufficient
representation at the Annual Meeting.


                                       2



                         COMMUNITY BANCORP OF NEW JERSEY
                                 3535 Highway 9
                           Freehold, New Jersey 07728


                       PROXY STATEMENT FOR ANNUAL MEETING
                  OF SHAREHOLDERS TO BE HELD ON APRIL 19, 2001




               This  Proxy  Statement  is being  furnished  to  shareholders  of
Community  Bancorp  of  New  Jersey  (the  "Company")  in  connection  with  the
solicitation  by the Board of  Directors  of  proxies  to be used at the  Annual
Meeting of shareholders  to be held on Thursday,  April 19, 2001 at 5:00 p.m. at
Grand  Marquis,  Highway Nine South,  Old Bridge,  New Jersey 08857 (the "Annual
Meeting").


                       GENERAL PROXY STATEMENT INFORMATION

               The first  date on which this Proxy  Statement  and the  enclosed
form of proxy are being sent to the  shareholders  of the Company is on or about
March 23, 2001.

Outstanding Securities and Voting Rights

               The record date for determining  shareholders  entitled to notice
of and to vote at the Annual  Meeting is March 15, 2001.  Only  shareholders  of
record as of that date will be entitled to notice of, and to vote at, the Annual
Meeting.

               On the record date 1,918,957 shares of common stock, no par value
per share, were outstanding and eligible to be voted at the Annual Meeting. Each
share of common stock is entitled to one vote.

               All shares represented by valid proxies received pursuant to this
solicitation  will be voted in favor of  management's  nominees  to the Board of
Directors,  unless the shareholder  specifies a different choice by means of his
proxy or revokes the proxy prior to the time it is  exercised.  Should any other
matters  properly come before the Annual  Meeting,  the persons named as proxies
will vote upon such matters according to their discretion unless the shareholder
otherwise specifies in the proxy.

Revocability of Proxies

               Any  shareholder  giving a proxy has the right to attend and vote
at the  Annual  Meeting in  person.  A proxy may be revoked  prior to the Annual
Meeting by sending written notice of revocation or a duly executed proxy bearing
a later date to the Company,  3535 Highway 9, Freehold,  New Jersey 07728, Attn:
Robert D. O'Donnell,  President. A proxy may be revoked at the Annual Meeting by
filing  written  notice of such  revocation  with the  Secretary  of the  Annual
Meeting prior to the voting of such proxy.

Solicitation of Proxies

               This proxy  solicitation  is being made by the Board of Directors
of the Company and the cost of the solicitation will be borne by the Company. In
addition to the use of the mails,  proxies  may be  solicited  personally  or by
telephone or facsimile by officers,  directors  and employees of the Company who
will not be specially compensated for such solicitation activities. Arrangements
may be made with brokerage houses and other custodians, nominees and fiduciaries

                                       3


for forwarding solicitation materials to the beneficial owners of shares held of
record by such  persons and the Company  will  reimburse  such persons for their
reasonable expenses incurred in forwarding the materials.


                              ELECTION OF DIRECTORS

               The By-Laws of the Company  provide  that the number of directors
shall  not be less  than 5 nor more than 25 and  permit  the exact  number to be
determined  from time to time by the  Board of  Directors.  The Board  currently
consists of 9 members.

               It is  intended  that  the  proxies  solicited  by the  Board  of
Directors  will  be  voted  for  the  three  persons  named  below  (unless  the
shareholder otherwise directs).  If, for any reason, any of the nominees becomes
unavailable  for  election or service on the Board,  the proxy  solicited by the
Board of Directors  will be voted for such  substituted  nominee(s)  as is (are)
selected by the Board of Directors.  The Board has no reason to believe that any
of the named nominees are not available or will not serve if elected.

               Each  candidate for director has been  nominated to serve a three
year term until the 2004  Annual  Meeting of the Company  and  thereafter  until
his/her  successor  shall have been duly elected and shall have  qualified.  The
names of the nominees for  election and certain  information  about them are set
forth in the following table:


                      NOMINEES FOR ELECTION AS DIRECTORS AT
                               2000 ANNUAL MEETING



    Name, Age and                           Principal Occupations                    Director           Term
    Position with the Bank                  During Past Five Years                    Since            Expires
    ----------------------                  ----------------------                    -----            -------


                                                                                               
     Robert M. Kaye, 64                     President  and owner,  the PRC Group       1997             2001
                                            (real   estate    development    and
                                            management);  also  Chairman  of the
                                            Board and Chief Executive Officer of
                                            Metropolitan   Financial   Corp.,  a
                                            thrift holding company

    Arnold Silverman, 56                    President, Pavillion Residential LTD
                                            (real estate development) 1997 2001



    Howard Schoor, 62                        Vice Chairman, D.R. Horton, Inc.--        1997             2001
    Chairman of the Board                    New Jersey (custom home builder)


                                               Directors Whose Terms Continue
                                               Beyond the 2001 Annual Meeting



    Charles P. Kaempffer, CPA, 63           Certified Public Accountant                 1997            2002
    Vice Chairman of the Board


    Morris Kaplan, 46                       President, Kaplan Companies                 1997            2003
                                            (building and real estate development)



                                       4




    Name, Age and                           Principal Occupations                    Director           Term
    Position with the Bank                  During Past Five Years                    Since            Expires
    ----------------------                  ----------------------                    -----            -------

                                                                                               
    Eli Kramer, 46                          Real Estate Developer                       1997            2003
    Vice Chairman of the Board


    William J. Mehr, Esq., 60               Senior Partner, Mehr & LeFrance, Esq.       1997            2002
                                            (attorneys)


    Robert D. O'Donnell, 54                 President   and   Chief    Executive        1998            2002
    President and Chief Executive  Officer  Officer of the Company and the Bank;
                                            Formerly Senior Executive Officer of
                                            Amboy  National  Bank for over  five
                                            (5) years

    Lewis Wetstein, M.D., 53                Cardiothoracic Surgeon                      1997            2003



               No director of the Company is also a director of a company having
a class of securities registered under Section 12 of the Securities Exchange Act
of 1934, as amended, or subject to the requirements of Section 15(d) of such Act
or any company registered as an investment company under the Investment Bank Act
of 1940,  other than Mr.  Robert M.  Kaye,  who is a  director  of  Metropolitan
Financial Corp., a reporting company under Section 12 of the Securities Exchange
Act of 1934 and Mr. Charles P. Kaempffer,  who is a director of Monmouth Capital
Corporation,  Monmouth  Real Estate  Investment  Corporation  and United  Mobile
Homes, Inc., all reporting companies under Section 12 of the Securities Exchange
Act of 1934.

Board Meetings; Committees of the Board

               During the fiscal  year ended  December  31,  2000,  the Board of
Directors of the Company held four meetings. In addition, the Board of Directors
of the Bank,  on which all  Directors  of the Company  serve,  met twelve  times
during 2000. All directors  attended at least 75% of board meetings and meetings
of committees of the Board on which such directors served.  Notwithstanding  the
foregoing,  Charles  P.  Kaempffer  attended  eight  meetings  of the  Board  of
Directors of the Bank due to medical reasons.

               The Company  maintains a Human Resources  Committee which,  among
other  activities,  sets the compensation for executive  officers of the Company
and the Bank.  During 2000, the Human Resources  Committee  consisted of Messrs.
Kaplan, O'Donnell, Schoor and Silverman and met twice.

               The full Board acted as a nominating committee in 2000.

               The Board of Directors  maintained an Audit Committee (the "Audit
Committee")  which  consisted of Dr.  Wetstein and Messrs.  Kaempffer,  Mehr and
Silverman  during the fiscal year ended December 31, 2000.  The Audit  Committee
arranges  for the  Company's  directors  examinations  through  its  independent
certified public  accountant,  reviews and evaluates the  recommendations of the
directors  examinations,  receives all reports of examination of the Company and
the Bank by  regulatory  agencies,  analyzes  such  reports,  and reports to the
Company's  Board the results of its  analysis of the  regulatory  reports.  This
Committee  also  receives  reports  directly  from  the  Company's   independent
outsourced  audit  reviewers and recommends any action to be taken in connection
therewith. The Audit Committee met six times in 2000.

Audit Committee Report

               The Audit Committee  meets  periodically to consider the adequacy
of the  Company's  financial  controls  and  the  objectivity  of its  financial
reporting. The Audit Committee meets with the Company's independent auditors and

                                       5


the  Company's   independent   outsourced  audit   reviewers,   both  whom  have
unrestricted access to the Audit Committee.

               All Directors who serve on the Audit Committee are  "independent"
for  purposes  of the NASD  listing  standards.  The Board has adopted a written
charter for the Audit  Committee  setting forth the audit related  functions the
Audit Committee is to perform. A copy of the Charter is attached as Exhibit A to
this Proxy Statement.

               In connection with this year's  financial  statements,  the Audit
Committee has reviewed and discussed the Company's audited financial  statements
with the Company's officers and Grant Thorton, LLP, our independent auditors. We
have discussed with Grant Thornton, LLP, the matters required to be discussed by
Statement on Auditing  Standards 61 (Communication  with Audit  Committees).  We
also have received the written disclosures and letters from Grant Thornton,  LLP
required  by   Independence   Standards   Board  Standard  No.  1  (Independence
Discussions with Audit Committees),  and have discussed with  representatives of
Grant Thornton their independence.

               Based on these  reviews  and  discussions,  the  Audit  Committee
recommended to the Board of Directors that the audited  financial  statements be
included in the Company's  Annual Report on form 10-SBK for the fiscal year 2000
for filing with the U.S. Securities and Exchange Commission.

Dr. Lewis Wetstein
Charles P. Kaempffer
William J. Mehr, Esq.
Arnold Silverman

                          STOCK OWNERSHIP OF MANAGEMENT
                           AND PRINCIPAL SHAREHOLDERS

               The following table sets forth,  as of January 31, 2001,  certain
information  concerning  the ownership of shares of the common stock by (i) each
person who is known by us to own beneficially more than five percent (5%) of the
issued and outstanding  common stock,  (ii) each director of the Company,  (iii)
each named  executive  officer  described in the section of this Proxy Statement
captioned  "Executive  Compensation,"  and  (iv)  all  directors  and  executive
officers as a group.  Except as otherwise  indicated,  each individual named has
sole investment and voting power with respect to the securities shown.


                                              Number of Shares       Percent of
  Name of Directors and Executive Officers   Beneficially Owned(1)     Class
  ----------------------------------------   ---------------------     -----

Charles P. Kaempffer, CPA, Vice Chairman
of the Board                                       47,346(2)            2.47%

Morris Kaplan                                      50,163(3)            2.61%

Robert M. Kaye                                     24,341(4)            1.27%

Eli Kramer, Vice Chairman of the Board             79,309(5)            4.13%

William J. Mehr                                    36,574(6)            1.91%

Robert D. O'Donnell, President and CEO             42,764(7)            2.23%


                                       6



Howard Schoor, Chairman of the Board              126,757(8)            6.61%

Arnold Silverman                                   55,444(9)            2.89%

Lewis Wetstein, M.D                                83,497(10)           4.35%

James Kinghorn, Executive Vice President            6,100(11)           0.03%
                                                  -------              -----

All Directors and Executive Officers as
Group (12 persons)                                553,919              28.5%




(1)    Beneficially  owned  shares  include  shares over which the named  person
       exercises either sole or shared voting power or sole or shared investment
       power. It also includes  shares owned (i) by a spouse,  minor children or
       by relatives  sharing the same home, (ii) by entities owned or controlled
       by the named  person,  and (iii) by other persons if the named person has
       the right to acquire  such shares  within 60 days by the  exercise of any
       right or option.  Unless  otherwise noted, all shares are owned of record
       and beneficially by the named person.

(2)    Includes  2,163 shares held by a benefit  plan of which Mr.  Kaempffer is
       the  beneficiary,  8,111  shares  held by his spouse,  and 25,609  shares
       purchasable  upon the  exercise of stock  options  which may be exercised
       within sixty (60) days.

(3)    Includes  21,630  shares held jointly with Mr.  Kaplan's  son, and 10,689
       shares  purchasable  upon the  exercise  of stock  options  which  may be
       exercised within sixty (60) days.

(4)    Includes  10,148  shares  purchasable  upon the exercise of stock options
       which may be exercised within sixty (60) days.

(5)    Includes  18,997 shares held by trusts of which Mr. Kramer is trustee for
       the benefit of his children, 28,219 shares held by a pension plan for the
       benefit of Mr. Kramer,  10,961 shares held by Mr.  Kramer's  spouse,  and
       20,916 shares purchasable upon the exercise of stock options which may be
       exercised within sixty (60) days.

(6)    Includes 10,058 shares held by Mr. Mehr's spouse (deceased), 1,867 shares
       held in self directed IRAs for Mr. Mehr and his spouse, and 15,015 shares
       purchasable  upon the  exercise of stock  options  which may be exercised
       within sixty (60) days.

(7)    Includes 38, 220 shares  purchasable upon exercise of stock options which
       may be exercised within sixty (60) days.

(8)    Includes  2,920 shares  owned by Mr.  Schoor's  spouse and 21,998  shares
       purchasable  upon the  exercise of stock  options  which may be exercised
       within sixty (60) days.

(9)    Includes  16,223  shares  held in a  self-directed  IRA  account  for Mr.
       Silverman's benefit,  19,418 shares held in trusts for the benefit of Mr.
       Silverman's spouse and children, 1,622 held in an IRA for Mr. Silverman's
       spouse and 16,590 shares  purchasable  upon the exercise of stock options
       which may be exercised within sixty (60) days.

(10)   Includes 78 shares held jointly with Dr. Wetstein's son and 11,771 shares
       purchasable  upon the  exercise of stock  options  which may be exercised
       within sixty (60) days.

(11)   Includes  2,000  shares  held  in a  self-directed  IRA  account  for Mr.
       Kinghorn's  benefit and 2,100  shares  purchasable  upon the  exercise of

                                       7


       stock options which may be exercised within sixty (60) days.

Compensation of the Board of Directors

               We do not currently pay directors'  fees to members of our Board,
although we will review payment of director's  fees in the future.  The Board of
Directors  do  participate  in the  1997  Stock  Option  Plan  for  Non-Employee
Directors,  the 1997 Stock Option Plan and the 2000 Stock Option Plan.  Pursuant
to these Plans,  members of the Board of  Directors  received  stock  options to
purchase shares of our common stock.

Executive Compensation

               The following table sets forth a summary of the cash and non-cash
compensation  awarded to, earned by, or paid to, the Chief Executive  Officer of
the Company and the Executive Vice  President and Senior Lending  Officer of the
Company  since they  commenced  employment  with the  Company  in May,  1998 and
January, 2000, respectively.  The Chief Executive Officer and the Executive Vice
President and Senior  Lending  Officer are the only officers or employees  whose
cash remuneration exceeds $100,000.


                           SUMMARY COMPENSATION TABLE
                            Cash and Cash Equivalent
                              Forms of Remuneration



                                                                            Long Term
                                                                 Other      Compensation
                                                                 Annual     Securities
                                            Annual     Annual    Compen-    Underlying
Name and Principal Position      Year       Salary     Bonus     sation       Options
- ---------------------------      ----       ------     -----     ------       -------
                                                               
Robert D. O'Donnell,             2000      $196,636    $57,600   $  (3)          ---
President and Chief              1999      $151,008    $25,350   $  (3)          ---
Executive Officer                1998(1)    $97,807      $0      $  (3)       75,000


James Kinghorn,                  2000(2)   $105,695    $25,000   $  (3)          ---
Executive Vice President
And Senior Lending Officer





(1)   Mr. O'Donnell was hired as President and Chief Executive Officer on May 8,
      1998 at an annual salary of $151,000.

(2)   Mr.  Kinghorn was hired as Executive  Vice  President  and Senior  Lending
      Officer on January 24, 2000 at an annual salary of $110,000.00.

(3)   Other annual  compensation  includes  expenses  incurred for the use of an
      automobile.  The Company  believes  the value of the  personal use of such
      vehicle was less than 10% of Mr. O'Donnell's and Mr. Kinghorn's salary and
      bonus.


         On May 8, 1998,  we retained Mr.  Robert D.  O'Donnell as President and
Chief Executive Officer at an original base salary of $151,000. Mr. O'Donnell is
also entitled to receive an annual  increase of at least 10%,  provided that the
Company has met certain performance targets. Mr. O'Donnell will also be entitled
to an annual cash bonus in an amount equal to 5% of our after tax net profit. If
Mr.  O'Donnell  is  terminated  for any  reason  other than for  "cause",  he is
entitled to continue to receive his then  current  base salary and bonus for the
next  twenty-four  (24)  months.  In the  event of a change  in  control  of the
Company,  Mr.  O'Donnell  is entitled to twice his then  current base salary and
bonus,  payable at the option of Mr.  O'Donnell  either in a lump sum, or over a
period of twenty-four (24) months.


                                        8





                               STOCK OPTION PLANS

         During  1997,  the Bank's  Board of  Directors  approved the 1997 Stock
Option Plan,  the 1997  Employee  Stock Option Plan and the 1997 Option Plan for
Non-Employee Directors. Under the 1997 Stock Option Plan, directors of the Bank,
including employees who are directors of the Bank, may be granted  non-qualified
or incentive stock options. The 1997 Stock Option Plan provides for the grant of
options to purchase up to 60,770 shares of common  stock.  Pursuant to the terms
of the 1997 Stock Option Plan,  options which qualify as incentive stock options
under the Internal Revenue Code of 1986, must be granted at an exercise price of
no less than 100% of the then  current fair market value of the common stock and
options which are  non-statutory  options may be granted at an exercise price to
be determined  by the Board of Directors at the time of grant,  but no less than
85% of the then fair market value of the common stock.

         The 1997  Employee  Stock  Option  Plan  permits  grants of  options to
purchase up to 51,500  shares of common  stock.  Under the 1997  Employee  Stock
Option  Plan,  grants may either be  incentive  stock  options or  non-qualified
options.  The 1997 Employee  Stock Option Plan is  administered  by the Board of
Directors,  which has the  authority to determine  the officers and employees of
the Bank who will receive  options,  whether the options will be incentive stock
options or  non-qualified  options  and,  subject to the terms of the Plan,  the
exercise  price for the options.  Under the Plan,  incentive  stock options must
have an  exercise  price of no less  than 100% of the fair  market  value of the
common  stock  on the  date of  grant,  and  non-qualified  options  may have an
exercise price to be determined by the Board of Directors at grant,  but no less
than 85% of the fair market value of the common stock on the date of grant.

         The 1997 Stock Option Plan for Non-Employee Directors permits grants of
options to purchase up to 47,740  shares of common  stock.  Under the 1997 Stock
Option Plan for Non-Employee Directors,  each director who is not an employee of
the Company,  upon the adoption of the Plan or when first appointed or elected a
member of the  Board,  shall  receive  a grant of  non-qualified  options  under
Section 422 of the Internal Revenue Code of 1986 to purchase 5,000 shares of the
Company's common stock. The exercise price of the options will be the greater of
$11.00 per share or 100 % of the fair  market  value of the common  stock on the
date of grant, whichever is greater.

         In May, 1998, the Board of Directors of the Bank adopted the 1998 Stock
Option Plan  pursuant to which  options may be granted to employees of the Bank.
The 1998 Stock  Option Plan  provides for the granting of options to purchase up
to 51,500  shares of common  stock.  The terms of the 1998 Stock Option Plan are
substantially similar to the terms of the 1997 Employee Stock Option Plan.

         In January,  2000,  the Board of Directors  of the Company  adopted the
2000  Employee  Stock  Option Plan  pursuant to which  options may be granted to
employees of the Company.  The 2000 Employee  Stock Option Plan provides for the
granting of options to purchase up to 70,000 shares of common  stock.  The terms
of the 2000 Employee Stock Option Plan are substantially similar to the terms of
the 1997 Employee Stock Option Plan.

         In January,  2000,  the Board of  Directors of the Company also adopted
the 2000 Stock Option Plan for Non-Employee  Directors pursuant to which options
may be granted to directors who are not employees of the Company. The 2000 Stock
Option Plan for Non-Employee  Directors  provides for the granting of options to
purchase up to 85,000 shares of common  stock.  Under the 2000 Stock Option Plan


                                       9


for Non-Employee Directors,  the exercise price for the purchase of shares under
the options is no less than 105% of the fair  market  value of the shares on the
date of the grant.

         The  following  table sets forth  information  regarding  stock  option
grants to the individuals named in the table above during 2000.





                                  OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

- ----------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------


- -------------------  -------------------  -----------------  --------------  ------------ ----------------

                           Number of          % of Total
                          Securities         Option/SARs                                    Present Value
                          Underlying          Granted to       Exercise or                  of Option on
                         Options/SARs        Employees in      Base Price     Expiration    Date of Grant
Name                    Granted (#)(1)        Fiscal Year        ($/SH)          Date          ($)(2)
- -------------------  -------------------  -----------------  --------------  ------------ ----------------
                                                                              
Robert O'Donnell           11,550               39.1            $13.125         1/2/2010     $4.12
- -------------------  -------------------  -----------------  --------------  ------------ ----------------
James A. Kinghorn          10,500               35.5            $12.50          1/2/2010     $4.39
- -------------------  -------------------  -----------------  --------------  ------------ ----------------



(1)   As  of  December  31,  2000,  none  of  these  options  were   immediately
      exercisable.  These  options vest ratably over three years,  commencing on
      the first anniversary of the date of grant.

(2)   The present  value of each option  grant is estimated on the date of grant
      using the Black-Scholes  option pricing model with the following  weighted
      average  assumptions:  dividend yield of 0%,  expected  volatility of 25%,
      risk free interest rate of 6.34%, and an expected life of five (5) years.

               The following table sets forth information  concerning the fiscal
year-end  value of  unexercised  options held by the  executive  officers of the
Company   named  in  this  Proxy   Statement   under  the   caption   "Executive
Compensation". No stock options were exercised by such executive officers during
2000.



                                                                Value of Unexercised In-the-Money
                        Number of Securities Underlying               Options at FY-End (1)
                        Unexercised Options at FY-End (#)        (based on  $14.125  per share)
                           Exercisable/Unexercisable              Exercisable/Unexercisable (1)
                          -------------------------               -----------------------------
       Name            Exercisable          Unexercisable        Exercisable          Unexercisable
       ----            -----------          -------------        -----------          -------------

                                                                            
Robert D. O'Donnell      32,445               60,218              $8,306.00             $24,009.00

James A. Kinghorn         -0-                 10,500                  $0.00             $17,115.00




(1)   Market  value of the  underlying  securities  at year end (based  upon the
      closing price on the NASDAQ SmallCap  Market) minus the exercise price per
      share.  Options  vest  and  become  exercisable  over a five  year  period
      beginning  one year after the date of grant,  subject to  acceleration  in
      certain circumstances.

                                       10




Certain Transactions with Management

         We have in the past and expect to continue  in the future to  undertake
banking transactions with our directors, executive officers and their associates
(i.e.,  corporations  or  organizations  for which  they  serve as  officers  or
directors or in which they have beneficial ownership interests of ten percent or
more).  Pursuant  to the  order of the New  Jersey  Department  of  Banking  and
Insurance  approving  our charter,  we are  prohibited  from making loans to our
directors or certain of their  affiliates  for three (3) years from the date our
Certificate of Authority was issued May 12, 1997.

Required Vote

         Directors  will be  elected  by a  plurality  of the votes  cast at the
Annual Meeting whether in person or by proxy.

Recommendation

         The Board of  Directors  unanimously  recommends a vote in favor of its
nominees for Director.


                              INDEPENDENT AUDITORS

         The Company's  independent  auditors for the fiscal year ended December
31,  2000 were  Grant  Thornton,  LLP.  The  Company's  Board of  Directors  has
appointed Grant Thornton,  LLP to continue as independent  auditors for the Bank
and the Company for the year ending December 31, 2001.  Grant Thornton,  LLP has
advised the Company that one or more of its  representatives  will be present at
the  Annual  Meeting  to make a  statement  if they so desire  and to respond to
appropriate questions.


Audit Fees

         The Company was billed the aggregate  amount of $52,170 for fiscal year
2000 for professional services rendered by Grant Thornton,  LLP for audit of the
Company's  annual  financial  statements  for 2000 and  review of the  financial
statements  included  in the  Company's  forms  10-QSB  during  2000.  Except as
disclosed  below,  the Company has not retained Grant  Thornton,  LLP to provide
non-audit services during 2000.


Financial Information System Design and Implemental Fees

         The Company was not billed any amount for professional services related
to Financial Information System Design and Implementation by Grant Thornton, LLP
during 2000.



                                       11



All Other Fees

         The  Company  paid Grant  Thorton,  LLC $7,267 in  connection  with the
Company's  Federal  and State tax  returns.  Other than these fees and those set
forth above under  Audit  Fees,  the Company was not billed for any  services by
Grant Thornton, LLP for fiscal year 2000.


                          COMPLIANCE WITH SECTION 16(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act") requires the Company's  officers and  directors,  and persons who own more
than ten percent of a registered  class of the Company's equity  securities,  to
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange   Commission.   Officers,   directors  and  greater  than  ten  percent
stockholders   are  required  by  regulation  of  the  Securities  and  Exchange
Commission  to furnish the Company  with copies of all Section  16(a) forms they
file.

         During the fiscal year ended December 31, 2000, Howard M. Schoor failed
to timely  report the  purchase of a total of 400 shares of common  stock in two
transactions in March, 2000. Mr. Schoor subsequently filed an amended Form 4 for
March, 2000 to disclose these transactions.  The Company believes that all other
persons  subject to Section 16(a) have made all required  filings for the fiscal
year ended December 31, 2000.


                              SHAREHOLDER PROPOSALS

         Proposals of  shareholders  to be included in the Company's  2002 proxy
material must be received by the Secretary of the Company no later than November
15, 2001.

         At the 2001 annual meeting of  stockholders  or special meeting in lieu
thereof, the persons named as proxies in the Company's proxy for the meeting may
vote the proxy in their discretion on any proposal received by the Company after
November 15, 2000.


                                  OTHER MATTERS

         The Board of Directors is not aware of any other matters which may come
before the Annual Meeting.  However, in the event such other matters come before
the meeting,  it is the  intention of the persons  named in the proxy to vote on
any  such  matters  in  accordance  with  the  recommendation  of the  Board  of
Directors.

         Shareholders  are urged to sign the enclosed proxy,  which is solicited
on behalf of the Board of Directors, and return it in the enclosed envelope.


                                       12










                                    EXHIBIT A











                                  AUDIT POLICY






Community Bank of New Jersey

                             Audit Committee Charter

AUDIT COMMITTEE MISSION

The Audit  Committee  is appointed by the Board of Directors to assist the Board
in fulfilling  its oversight  responsibilities.  The Audit  Committee's  primary
duties and responsibilities are to:

o   Monitor the  integrity  of the  Company's  financial  reporting  process and
    systems of internal controls  regarding  finance,  accounting and regulatory
    compliance.
o   Monitor  the  independence  and  performance  of the  Company's  independent
    auditors and internal auditing program.
o   Provide  an  avenue  of  communication   among  the  independent   auditors,
    management, the auditing program and the Board of Directors.

To effectively  perform his or her role,  each  Committee  member will obtain an
understanding of the detailed responsibilities of Committee membership.


AUDIT COMMITTEE ORGANIZATION

Audit  Committee  members shall meet the  requirements  of the Exchange that the
corporation is listed.  The Audit  Committee shall be comprised of three or more
directors  as  determined  by the  Board,  each of whom  shall  be  independent,
non-executive  directors,  free from any relationship  that would interfere with
the exercise of his or her independent judgment.  All members shall have a basic
understanding  of  finance  and  accounting  and be able to read and  understand
fundamental financial  statements,  including a balance sheet, income statement,
and cash  flow  statement.  At least  one  member of the  Committee  shall  have
accounting or related financial management  expertise.  One of the members shall
be designated "Chairman".

The Committee shall meet quarterly, or more frequently as circumstances dictate.

The Committee  believes that the above mission statement sets fourth its primary
roles and responsibilities.  In that connection, the following meant to serve as
a guide in achieving that mission.

*   The term internal  auditing used throughout this policy refers to the bank's
    current use of an outsource company to provide this service.


                                       15



Audit Committee Charter



ROLES AND RESPONSIBILITIES


Financial Statement Review Procedures


1.      Review the  Company's  interim  financial  results  and  annual  audited
        financial statements prior to filing or distribution.  The review should
        include   discussion  with   management  and  independent   auditors  of
        significant  issues  regarding  accounting  principles,  practices,  and
        judgments.  Discuss with  Independent  Auditors  its judgment  about the
        quality, not just acceptability,  of the Company's accounting principles
        as applied in its financial reporting.

2.      In consultation  with  management,  independent  auditors,  and internal
        auditors,  consider the integrity of the Company's  financial  reporting
        processes and controls. Discuss significant financial risk exposures and
        steps  taken  by  management  to  monitor,   control,  and  report  such
        exposures.

3.      Review significant findings prepared by the independent auditors and the
        internal  auditors  together  with  management's   responses.   Gain  an
        understanding  of  whether  internal  control  recommendations  made  by
        internal and independent auditors have been implemented by management.



Independent Auditors


1.      The  independent  auditors  are  ultimately  accountable  to  the  Audit
        Committee and the Board of Directors.  The Audit  Committee shall review
        the independence and performance of the auditors and annually  recommend
        to the Board of Directors the appointment of the independent auditors or
        approve any discharge of auditors when circumstances warrant.

2.      Review the independent  auditor's  timetable,  scope and approach of the
        quarterly reviews and annual examination of the financial statements.

3.      Obtain from the independent  auditors their annual  communication to the
        Audit Committee in satisfaction of SAS 61 regarding  communication  with
        the Audit  Committee,  and, if  applicable,  any  commentary or internal
        contracts or other recommendations.

4.      Review  and  discuss  with  the  independent  auditors  all  significant
        relationships they have with the Company that could impair the auditor's
        independence.

                                       16



Audit Committee Charter


Internal Auditors


1.      Approve  an Annual  Risk  Assessment  and Audit  Plan  developed  by the
        internal auditors.

2.      Meet quarterly with the internal  auditors to gain an  understanding  of
        the  effectiveness  of the internal audit function.  These meetings will
        also serve in evaluating their performance.

3.      Review  significant  reports prepared by the internal  auditors together
        with management's response and follow-up to these reports.

4.      The  Audit  Committee  may  contract  for  internal  audit  services  as
        necessary to assess the adequacy and effectiveness of internal controls,
        the  accuracy  of  management   reporting  and  compliance   with  laws,
        regulations  and bank  policy.  The Audit  Committee  will set forth the
        outsourcing vendor's responsibilities in a written contract the terms of
        which comply with the  "Interagency  Policy  Statement of Internal Audit
        and Internal Audit Outsourcing."



Compliance with Laws and Regulations


1.      Periodically  obtain updates from  management  and  compliance  auditors
        regarding compliance with laws and regulations.

2.      Review the findings of any  examination  by regulatory  agencies such as
        the Federal Reserve, FDIC, or Office of the Comptroller of the Currency.

3.      Be familiar with Management's response to regulatory examinations.





                                       17



Audit Committee Charter


Other Committee Responsibilities


1.      Review and update the Audit  Charter  annually and submit the charter to
        the Board of Directors for approval. Ensure that the charter is included
        within the Corporation's proxy statement once every three years.

2.      Prepare  an  annual  Audit   Committee   Report  for  inclusion  in  the
        Corporation's  Annual Proxy Statement that states a formal audit charter
        has been  approved  and that  the  Audit  Committee  has  satisfied  its
        responsibilities during the year.

3.      Perform  other  oversight   functions  as  requested  by  the  Board  of
        Directors.  Further, The Audit Committee shall have the power to conduct
        or  authorize  investigations  into any matters  within the  committee's
        scope of responsibilities.

4.      Maintain  minutes of meetings  and  periodically  report to the Board of
        Directors on significant results of the foregoing activities.

5.      Meet periodically with internal auditors,  the independent  accountants,
        and  management  in separate  executive  sessions to discuss any matters
        that the committee or these groups believe should be discussed privately
        with audit committee.

6.      Report  Audit  Committee  actions  to the Board of  Directors  with such
        recommendations, as the Audit Committee may deem appropriate.



                                       18


    PLEASE MARK VOTES
[X] AS IN THIS EXAMPLE

                                REVOCABLE PROXY
                         COMMUNITY BANCORP OF NEW JERSEY

                         ANNUAL MEETING OF SHAREHOLDERS
                                 APRIL 19, 2001

                  Solicited on Behalf of the Board of Directors

     The undersigned hereby appoints Ralph Cavall and James A. Kinghorn and each
of them, with full power of substitution, to vote all of the shares of Community
Bancorp of New Jersey (the "Company")  standing in the undersigned's name at the
Annual  Meeting of  Shareholders  of the  Company,  to be held at Grand  Marquis
Highway Nine South, Old Bridge, New Jersey, on Thursday, April 19, 2001, at 5:00
P.M., and at any adjournment thereof. The undersigned hereby revokes any and all
proxies heretofore given with respect to such meeting.




                                       _________________________________________
  Please be sure to sign and date      Date
   this Proxy in the box below.
________________________________________________________________________________



________Stockholder sign above_________Co-holder (if any) sign above____________


1.   Election of the following  three (3) nominees to each serve on the Board of
     Directors  for a three year term until the 2004  Annual  Meeting  and until
     their successors are elected and duly qualified:

     Robert M. Kaye, Howard Schoor and Arnold Silverman

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

2.   In their  discretion,  such other  business as may properly come before the
     meeting.

     Please  sign  exactly  as your name  appears.  When  signing  as  executor,
administrator, guardian, trustee or attorney, please give your title as such. If
signer  is a  corporation,  please  sign  the  full  corporate  name and then an
authorized  officer  should sign his name and print his name and title below his
signature. If the shares are held in joint name, all joint owners should sign.


=> Detach above card, sign, date and mail in postage paid envelope provided. =>


                         COMMUNITY BANCORP OF NEW JERSEY

- --------------------------------------------------------------------------------
                     PLEASE DATE, SIGN AND RETURN THIS PROXY
                        IN THE ENCLOSED RETURN ENVELOPE.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?

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