EXHIBIT 24

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas L. Gray, Jr. as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments and post-effective amendments to that certain Registration
Statement of Carnegie Bancorp on Form S-8, and to file the same with all
exhibits thereto, and grants unto said attorney-in-fact and agent 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 to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

        This Power of Attorney may be executed in one or more counterparts.

        The foregoing Power of Attorney was prepared in conjunction with the
Registration Statement on Form S-8 and has been duly signed by the following
persons in the capacities and dates indicated.


Signature                     Title                  Date
- ---------                     -----                  ----
/s/ MARK A. WOLTERS           Director               August 6, 1996
- ---------------------------
    Mark A. Wolters

/s/ BRUCE A. MAHON            Director               August 6, 1996
- ---------------------------
    Bruce A. Mahon

/s/ MICHAEL E. GOLDEN         Director               August 6, 1996
- ---------------------------
    Michael E. Golden

/s/ THEODORE H. DOLCI, JR.    Director               August 6, 1996
- ---------------------------
    Theodore H. Dolci, Jr.

                                    Page 31


/s/ JAMES E. QUACKENBUSH      Director               August 6, 1996
- ---------------------------
    James E. Quackenbush

/s/ STEVEN L. SHAPIRO         Director               August 6, 1996
- ---------------------------
    Steven L. Shapiro

/s/ SHELLEY M. ZEIGER         Director               August 6, 1996
- ---------------------------
    Shelley M. Zeiger

/s/ JOSEPH J. OAKES, III      Director               August 6, 1996
- ---------------------------
    Joseph J. Oakes, III

                                    Page 32