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): July 14, 2008

                               Cape Bancorp, Inc.
                 -------------------------------------------
             (Exact name of registrant as specified in its charter)

        Maryland                    001-33934                26-1294270
- ----------------------------    --------------------     --------------------
(State or other jurisdiction    (Commission File No.)      (IRS Employer
   of incorporation)                                      Identification No.)



225 North Main Street, Cape May Court House, New Jersey        08210
- -------------------------------------------------------    ------------------
  (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:  (609) 465-5600


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CRF 240.13e-4(c))







Item 5.03.  Amendments to Articles of  Incorporation  or Bylaws;  Change in
            Fiscal Year.
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     On July 14,  2008,  the  Board of  Directors  of Cape  Bancorp,  Inc.  (the
"Company")  unanimously  approved  an  amendment  to Section 1 of the  Company's
Bylaws to change the month of the Company's annual meeting of stockholders  from
the month of May to the month of April.  This  amendment will be effective as of
September 1, 2008.

     The Amended and  Restated  Bylaws,  following  the  amendment,  is included
herein as Exhibit 3.2.


Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

           Exhibit No.        Description
           -----------        -----------
             3.2              Amended and Restated Bylaws of Cape Bancorp, Inc.


                                       2




                                   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.

                                                       CAPE BANCORP, INC.


DATE:  July 18, 2008            By:      /s/ Herbert L. Hornsby, Jr.
                                         --------------------------------------
                                         Herbert L. Hornsby, Jr.
                                         President and Chief Executive Officer