SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the 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 Section 240.14a-12

BRUNSWICK BANCORP
- --------------------------------------------------------------------------------
(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):

[X] No fee required.

[ ] 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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] 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 filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2001

Notice is hereby given that the Annual Meeting of Shareholders of
Brunswick Bancorp (the "Company"), will be held at 3:00 P.M. on Tuesday, April
24, 2001 at the office of Brunswick Bank and Trust Company (the "Bank"), located
at 439 Livingston Avenue, New Brunswick, New Jersey 08901, for the purpose of
considering and voting upon the following matters:

1. The election of 12 nominees named in the accompanying Proxy
Statement to serve as directors of the Company.

2. To consider and vote upon the proposal that the shareholders approve
an amendment to the Company's Certificate of Incorporation to
increase the authorized Common Stock of the Company from 3 million
shares to 10 million shares, and to authorize 10,000,000 shares of a
new class of "blank check" preferred stock.

3. Such other business as may properly come before the Meeting.

Shareholders of record at the close of business on March 27, 2001 are
entitled to notice of and to vote at the meeting. Whether or not you contemplate
attending the meeting, it is suggested that the enclosed proxy be executed and
returned to the Company. You may revoke your proxy by delivering to the Company
a later-dated proxy or by delivering a written notice of revocation to the
Company.

By Order of the Board of Directors

THOMAS FORNALE, Secretary

April 11, 2001

IMPORTANT - PLEASE MAIL YOUR PROXY STATEMENT

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.
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BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901

PROXY STATEMENT
DATED APRIL 11, 2001

GENERAL PROXY STATEMENT INFORMATION

OUTSTANDING SECURITIES AND VOTING RIGHTS

This Proxy Statement is furnished in connection with the solicitation of
the Board of Directors of Brunswick Bancorp (the "Company") of proxies for use
at the Annual Meeting of Shareholders of the Company to be held at 3:00 P.M. on
Tuesday, April 24, 2001 at the office of Brunswick Bank & Trust Company (the
"Bank"), located at 439 Livingston Avenue, New Brunswick, New Jersey 08901. This
proxy is first being mailed to shareholders on approximately April 11, 2001.

The record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting was March 27, 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, 1,864,532 shares of common stock 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 the 12 nominees for director named in this Proxy Statement and
in favor of the proposal to amend the Company's Certificate of Incorporation to
increase the Company's authorized common stock and to authorize "blank check"
preferred stock, 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 matter properly come before the Annual Meeting, the persons named as
proxies will vote upon such matters according to their discretion.

At the meeting, inspectors of election will tabulate both ballots cast
by shareholders present and voting in person, and votes cast by proxy. Under
applicable state law and the Company's Certificate of Incorporation and Bylaws,
abstentions and broker non-votes are counted for purposes of establishing a
quorum but otherwise do not count in the election of directors or the vote on
amending the Certificate of Incorporation. Directors are elected by a plurality
of the votes cast. The affirmative vote of a majority of the votes cast is
required to adopt the amendment to the Certificate of Incorporation. Thus,
abstentions and broker non-votes will have no effect on the outcome of the vote
to elect directors or to approve the amendment to the Certificate of
Incorporation.

REVOCABILITY OF PROXIES

Any shareholder given 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
delivering a later-dated proxy or a written revocation sent to Thomas Fornale,
Secretary of the Company, at the office of the Bank, P.O. Box 29, New Brunswick,
New Jersey 08903 or by hand delivery to 439 Livingston Avenue, New Brunswick,
New Jersey. A proxy may be revoked at the Annual Meeting by filing a later-dated
proxy or a written notice of such revocation with the Secretary of the 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 telegraph by officers, directors and employees of the Company or
the Bank who will not be specially compensated for such solicitation activities.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries 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.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The by-laws of the Company provides that the number of directors shall
not be less than 5 nor more than 25 and permits the exact number to be
determined from time to time by the Board of Directors. The Board has fixed the
number of directors at 12.

It is intended that the persons named in the proxy will vote for the
election of the 12 nominees named below to serve as directors. Discretionary
authority is solicited to vote for a lesser number of nominees or to vote for
the election of a substitute nominee if, for any reason, any nominee is unable
to serve or refuses to serve as a candidate for election. The Company has no
reason to believe any nominee would not serve if elected.

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The following table sets forth the name and age of the Board's nominees,
the nominee's position with the Company, if any, the principal occupation or
employment of each nominee for the past five years and the period during which
each nominee has served as a director. The nominee's service as a director
includes prior service as a director of the Bank.

NAME, AGE AND POSITION PRINCIPAL OCCUPATIONS DIRECTOR
WITH COMPANY DURING PAST FIVE YEARS SINCE
- ------------------------------------------------------------------------------------------------------------

Bruce Arbeiter, 61 President, Jupiter Equity Group 1981

Phillip W. Barrood, 75 President, Century 21 Barrood 2000

Joseph DeMarco, 66 President, High Grade Beverage Company 1975

Dominick Faraci, 85 President, D&J Real Estate 1975

James V. Gassaro, 57 Attorney at Law 2000

Carmen J. Gumina, 68 Chairman of the Board and Chief Executive Officer,
Chairman of the Board Brunswick Bank and Trust Company 1973
and Chief Executive Officer

Michael Kaplan, 60 President, Kaplan and Sons (Construction Company) 1980

Richard A. Malouf, 55 President, Malouf Auto Dealerships 1996

Robert McDaid, 40 President, Renaissance Properties (Construction Company) 2000

Frederick H. Perrine, 74 President, Perrine Pontiac, Inc. 1975

Gary S. Russo, 46 President, Rure Associates (Window Contractor) 2000

Robert P. Sica, 67 President, New Brunswick Plating, Inc. 1996

No director of the Company is also a director of any other company
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any
company registered as an investment company under the Investment Company Act of
1940.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file reports of holdings and
transactions in the Company's Common Stock with the Securities and Exchange
Commission (the "SEC"). Based on the Company's records and other information the
Company believes that all of the reports required to be filed under Section
16(a) were filed on a timely basis with respect to the year ended December 31,
2000.

PROPOSAL NO. 2 -
AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY
FROM 3,000,000 TO 10,000,000 SHARES, AND TO AUTHORIZE
10,000,000 SHARES OF A NEW CLASS OF "BLANK CHECK" PREFERRED STOCK

GENERAL

On December 12, 2000, the Board of Directors unanimously approved an
amendment to Article V of the Company's Certificate of Incorporation to increase
the authorized capital stock to 20,000,000 shares from 3,000,000 shares, to
increase the authorized common stock to 10,000,000 shares and to authorize
10,000,000 shares of a new class of "blank check" preferred stock. The Company
currently has 3,000,000 shares of authorized common stock, but is not authorized
to issue preferred stock.

Under the proposed amendment, the Company will have a total of
20,000,000 authorized shares of which 10,000,000 shares are common stock and
10,000,000 shares are preferred stock which generally could be issued by the
Board without further shareholder approval. Under the proposed amendment, the
Board will have the right to establish classes or series of preferred stock and
to determine the relative rights, preferences and limitations of each such new
class or series, including dividend rights, conversion rights, voting rights,
redemption prices and similar matters.

The full text of the proposed amendment is attached to this proxy
statement as Appendix A. The description of the amendment is qualified in its
entirety by reference to Appendix A.

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PURPOSE OF THE PROPOSAL

The purpose of this amendment is to maximize the Company's ability to
expand its capital. Although the Company has no agreements, commitments or plans
at this time for the sale or other use of additional shares of stock, the Board
of Directors believes that the proposed authorization to issue both common and
preferred stock will provide the Company with increased flexibility in
generating additional capital, achieving future acquisitions and meeting its
corporate needs. If the issuance of shares is deemed advisable in connection
with raising additional capital, or future acquisitions, having the authority to
issue the additional shares would avoid the time delay and expense of a special
shareholders' meeting to authorize the issuance of either common or preferred
stock. No further action or authorization by the Company's shareholders would be
necessary prior to issuance of such stock, except as may be required for a
particular transaction by applicable law or regulation, including but not
limited to the listing regulations of the American Stock Exchange, which may
require approval under certain circumstances.

The preferred stock that would be authorized by this amendment is
referred to as "blank check" preferred stock. The term "blank check" preferred
stock refers to stock for which the designation, preferences, conversation
rights, cumulative, relative, participating, optional or other rights, including
voting rights, qualifications, limitations or restrictions are determined by the
board of directors of a corporation. As such, the Board of Directors will, in
the event of the approval of this proposal, be entitled to authorize the
creation and issuance of 10,000,000 shares of preferred stock in one or more
series with such limitations and restrictions as may be determined in the
Board's sole discretion, and no further authorization will be required from the
Company's shareholders.

POSSIBLE ADVERSE EFFECTS OF THE PROPOSAL

The issuance of the preferred stock or additional common stock may have
certain adverse effects upon the current holders of common stock. Issuance of
shares of preferred stock could affect the voting rights of holders of common
stock if any classes or series of preferred stock had disproportionately high
voting rights, or had voting rights with respect to particular matters. Holders
of the Company's common stock will not have preemptive rights with respect to
the preferred stock or additional common stock. The issuance of additional
common stock, either directly or through issuance of a class or series of
preferred stock convertible into or redeemable for common stock, would increase
the number of shares of common stock outstanding, thereby diluting the
percentage ownership of existing shareholders, as well as possibly diluting book
value per share and/or earnings per share. Shares of preferred stock generally
will be preferred to common stock as to dividend rights and distributions in the
event of liquidation.

POSSIBLE ANTI-TAKEOVER EFFECTS OF THE PROPOSAL

The authorization or issuance of common stock or blank check preferred
stock may be viewed as being an "anti-takeover" device. In the event of a
proposed merger, tender offer or other attempt to gain control of the Company
that the Board of Directors does not believe to be in the best interests of the
Company or its shareholders, the Board could issue additional common stock or
preferred stock which could make any such takeover attempt more difficult to
complete. Blank check preferred stock may also be used in connection with the
issuance of a shareholder rights plan, sometimes called a poison pill. The Board
of Directors has not approved any plan to issue any common or preferred stock
for this or any other purpose. The Board of Directors does not intend to issue
any common or preferred stock except on terms that the Board deems to be in the
best interest of the Company and its shareholders.

VOTE REQUIRED FOR ADOPTION OF THE PROPOSAL

In accordance with the New Jersey Business Corporation Act and the
Company's Certificate of Incorporation, the affirmative vote of a majority of
those shares of common stock voting on this proposal is required to adopt the
amendment to the Certificate of Incorporation.

RECOMMENDATION

Your Board of Directors unanimously recommends a vote FOR the amendment
to the Certificate of Incorporation included in Proposal 2.

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BOARD MEETINGS AND COMMITTEES OF THE BOARD

The Company held three meetings of the Board during 2000.

The directors of the Company also serve as directors of the Bank. The
Board of Directors of the Bank schedules regular meetings every second Tuesday
of each month and special meetings as circumstances require. During 2000, the
Board of Directors of the Bank held 10 meetings.

The Bank maintains a Loan Committee, Audit Committee, Nominating
Committee, Wage and Compensation Committee, Compliance Committee and Finance
Committee. The Nominating and Wage and Compensation Committees of the Bank are
appointed once a year by the Chairman of the Board of the Bank. The Loan
Committee consists of 3 directors and met 10 times during 2000.

The Audit Committee of the Bank arranges for the Bank's directors'
examination through its independent public accountant, reviews and evaluates the
recommendations of the directors' examination and recommends any action to be
taken in connection therewith. A copy of the Audit Committee charter is included
in this year's proxy statement as Appendix B. During 2000, the Audit Committee
consisted of 5 directors, Joseph DeMarco, James Gassaro, Gary Russo, Frederick
Perrine and Richard Malouf, and met 9 times.

The Nominating Committee of the Bank recommends a slate of nominees for
election as directors. The Nominating Committee consists of 2 directors who in
2000 were Richard Malouf and Frederick Perrine. The Committee met once during
2000. The Nominating Committee will consider nominees recommended by
shareholders. Such recommendations should be sent in writing to the Secretary of
the Company no later than December 31, 2001 for consideration in connection with
the Company's 2002 Annual Meeting.

The Compensation Committee recommends wage increases and other
compensation for senior officers of the Bank. The Compensation Committee
consists of two directors who in 2000 were Frederick Perrine and Robert Sica,
and met 2 times.

During 2000 all directors except Richard Malouf and Robert Sica
attended at least 75 percent of the aggregate of the total number of Company
Board meetings and meetings of committees of the Board on which they served. Mr.
Malouf and Mr. Sica attended 70% of the scheduled meetings.

DIRECTORS' COMPENSATION

There are no director fees for the Company. Director fees for the Bank
consist of $400 for each meeting of the Board of Directors attended. Directors
who are members of committees of the Bank receive a fee of $125 for each
committee meeting attended. Directors who render services in appraising the
value of property also receive appraisal fees.

In addition, on January 1, 2000 each non-employee director (Messrs.
Malouf, Arbeiter, Sica, Kaplan, Perrine, DeMarco, McDaid, Russo, Barrood,
Gassaro and Faraci) was granted options to purchase 8,500 shares of the
Company's common stock at an exercise price of $10.00 per share. All these
options are subject to a vesting schedule, wherein 20% of the total amount of
options granted to each optionee will become exercisable on each anniversary of
the date of grant, with 100% of the options becoming exercisable upon the fifth
(5th) anniversary of the grant date.

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BENEFICIAL OWNERSHIP OF COMMON STOCK
BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS

The following table sets forth information concerning the beneficial
ownership of the Company's common stock, as of February 8, 2001, by each
director and by each executive officer of the Company for whom individual
compensation information is required to be set forth in the Proxy Statement
pursuant to SEC rules (the "Named Officer"), by all directors and executive
officers as a group, and by other principal shareholders. The Company knows of
no person or group which beneficially owns 5% or more of the Company's stock,
except as set forth below.

NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OWNED (1) OF CLASS

Directors, Nominees for Director and Named Officers:
Bruce Arbeiter 40,492(2) 2.2%
Phillip W. Barrood 2,474(3) .1%
Joseph DeMarco 56,870(4) 3.2%
Dominick Faraci 9,504(5) .5%
James V. Gassaro 1,500 .1%
Carmen J. Gumina 307,802(6) 16.5%
Roman T. Gumina 139,624(7) 7.5%
Michael Kaplan 29,780(8) 1.6%
Richard A. Malouf 4,700 .3%
Robert McDaid ,500 .1%
Frederick H. Perrine 4,680 .3%
Gary S. Russo 10,000 .5%
Robert P. Sica 7,504(9) .4%
Directors and Named
Officers as a Group (13 persons) 612,850 32.9%
Other Principal Shareholders:
Else M. Gumina
311 Coconut Row
Palm Beach, FL 33480 159,616 8.6%
Josephine J. Gumina
57 Patton Drive
East Brunswick, NJ 08816 94,272 5.1%

(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) Of this total, 750 shares are held by Mr. Arbeiter in his name,
31,170 shares are held by Mr. Arbeiter and his wife jointly and 8,572 shares are
held by a profit sharing plan for the benefit of Mr. Arbeiter.

(3) Of this total, 2,362 shares are held by Mr. Barrood in his name and
112 shares are held jointly with his wife.

(4) Of this total, 14,046 shares are held by Mr. DeMarco in his name,
24,832 shares are held by Mr. DeMarco and his wife jointly, 14,060 shares are
held by his wife in her name, 1,352 shares are held by a company in which he
owns a substantial interest, and 2,580 shares are held by a company in which Mr.
DeMarco is a partner (along with Mr. Gumina) and has substantial ownership.

(5) Of this total, 4,634 shares are held by Mr. Faraci in his name and
4,870 shares are held jointly with his wife.

(6) Of this total, 263,766 shares are held by Mr. Gumina in his name,
6,574 shares are held in trust for his son who resides at home, 2,580 shares are
held by a company in which Mr. Gumina (along with Mr. DeMarco) is a partner and
has substantial ownership, 4,882 shares are held in his account in the Brunswick
Bank and Trust Profit Sharing and Cash or Deferred Contribution Plan and 30,000
shares are held in a Restricted Stock Award Plan.

(7) Of this total 103,435 shares are held in a family trust and 6,189
shares are held in his account in the Brunswick Bank and Trust Profit Sharing
and Cash or Deferred Contribution Plan and 30,000 shares are held in a
Restricted Stock Award Plan. Excluded from the shares reported for Mr. Gumina
are 20,428 shares held by the Profit Sharing Plan (some of which are shown in
the table for Directors and Named Officers). By virtue of Mr. Gumina's service
of Trustee of the Plan, it may be asserted that he has beneficial ownership of
such shares. He disclaims beneficial ownership of such shares.

(8) Of this total, 24,380 shares are held by Mr. Kaplan in his name and
5,400 shares are held by his wife in her name.

(9) Of this total, 1,270 shares are held by Mr. Sica in his name and
6,234 shares are held jointly with his wife.

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EXECUTIVE COMPENSATION

The following table summarizes all compensation earned in the past three
years for services performed in all capacities for the Company by Carmen J.
Gumina, the Company's CEO and Roman T. Gumina, President who are the only
persons that meet the definition of "Named Officer" under the SEC executive
compensation disclosure rules. Carmen J. Gumina and Roman T. Gumina are father
and son.
SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARD
------------
RESTRICTED
ANNUAL COMPENSATION STOCK
-------------------------- AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (1)($) COMPENSATION(2)($)
- --------------------------- ---- ---------- --------- ------------- ------------------

Carmen J. Gumina, Chairman 2000 250,000 10,000 310,900 134,801
of the Board and CEO 1999 250,000 10,000 0 134,480
of the Company and the Bank 1998 230,000 11,500 0 132,184

Roman T. Gumina, 2000 187,500 7,500 310,900 86,801
President 1999 169,500 6,800 0 14,480
of the Bank 1998 150,270 7,475 0 11,966

NOTES

(1) As required by Securities and Exchange Commission rules, the dollar amounts
set forth in this column reflect the value of unrestricted stock as of the date
of the grants. All restrictions on restricted stock awards lapse at the rate of
10% per year commencing with the first anniversary of the date of grant.
Dividends are credited on restricted stock at the same time and in the same
amount as dividends paid to all other common stock holders. Credited dividends
are accumulated and are subject to the same restrictions as the underlying
restricted stock. The restricted stock awards are made pursuant to the Brunswick
Bancorp Restricted Stock Plan Award. Upon a "change in control" as defined in
that plan, all restrictions on shares of restricted stock will lapse and all
options will vest in full.

(2) The amount shown for all other compensation represents two other employee
benefit plans. In 1988, the Company established the Brunswick Bank and Trust
Profit Sharing, and Cash or Deferred Contribution Plan for eligible employees.
All employees of the Bank who are 21 years of age or older and have completed
one year of continuous service are eligible. The Plan consists of employer
contributions and voluntary employee contributions. For the year ended December
31, 2000, the Company contributed $96,731 to the Plan. Carmen J. Gumina received
a benefit of $14,801, $14,480, and $12,184 for the years ending 2000, 1999, and
1998 respectively. Roman T. Gumina received a benefit of $14,801, $14,480, and
$11,966 for the years ending 2000, 1999, and 1998 respectively.

Effective as of January 1, 1995, the Company adopted a Non-Qualified
Deferred Compensation Plan (the "Plan"). Under the Plan, the Company may award
deferred compensation to such key employees and in such amounts as are
determined from time to time by the Compensation Committee of the Board of
Directors. At the time of each award, the Compensation Committee is to establish
a vesting schedule for payment of the compensation on a deferred basis. The
contributions made by the Corporation under the Plan are to be held in trust and
managed by a plan administrator. For 2000, the only employees granted an award
under the Plan were Carmen J. Gumina and Roman T. Gumina. Carmen J. Gumina
received a deferred compensation benefit of $120,000 for the last three years,
and Roman T. Gumina received a deferred compensation benefit of $72,000 for the
year ending December 31, 2000.

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EXECUTIVE COMPENSATION REPORT

The following report was prepared by the Board of Directors of
Brunswick Bancorp.

Brunswick Bank and Trust is the primary subsidiary of Brunswick
Bancorp. The compensation of senior officers of the Bank is determined by, or
under the direction of, the full Board of Directors of the Bank. While the Board
of Directors of the Bank may set compensation itself, or act through its
Compensation Committee, which is currently composed of Directors, Frederick
Perrine and Robert Sica, actual practice in recent years has been for the Bank's
CEO to set compensation, with the exception of stock options, for all senior
officers, including himself, subject to the Board's right to modify or rescind
his decisions.

In determining the compensation of each senior officer for 2000, the
CEO based his decisions on the particular officer's responsibilities, background
and prior year's performance, as well as the performance of the Bank as a whole
and the performance anticipated from the officer during 2001. The Board of
Directors of the Bank did not modify or rescind any compensation decisions made
by the CEO with respect to 2000.

During 2000, Carmen J. Gumina's base compensation was set at $250,000
per year. This rate was based on Mr. Gumina's responsibilities, background and
performance, and the performance of the Bank as a whole.

The Bank has a profit sharing and 401K plan for which all employees,
including executive officers, are eligible for participation. Vested
contributions under this plan are one way in which executive compensation is
related to the performance of the Bank as a whole. In 2000, executive officers
of the Bank as a group received a total of $31,967 under the plan.

Effective as of January 1, 1995, the Company adopted the Non-Qualified
Deferred Compensation (the "Plan"). The Plan is intended to foster sustained
financial growth through the retention of valuable employees. Under the Plan,
the Company may award deferred compensation to key employees. For 2000, the
Company granted awards of $120,000 and $72,000 under the Plan to Carmen J.
Gumina and Roman T. Gumina, respectively.

In April 2000, the shareholders approved an amendment and restatement
of the Brunswick Bancorp 1998 Stock Option Plan now known as the Brunswick
Bancorp 2000 Stock Option Plan, and a Restricted Stock Award Plan to key
personnel of the Bank. The responsibility for establishing stock option awards
and the restricted stock awards rests with the Compensation Committee. The
Compensation Committee makes recommendations for awards based upon the following
criteria:

(1) The performance of the officer or employee of the Bank.

(2) The benefit which the Company has derived as a result of the
efforts of the award candidate.

(3) The Company's desire to encourage long-term employment of the award
candidate.

During the year 2000 no stock options were awarded to Carmen J. Gumina
or Roman T. Gumina. The Compensation Committee did issue a restricted stock
award to Carmen J. Gumina and Roman T. Gumina of 30,000 shares each. The value
of the restricted stock award is indicated in the Executive Compensation summary
table.

THE BOARD OF DIRECTORS OF BRUNSWICK BANCORP

Bruce Arbeiter James V. Gassaro Robert McDaid
Phillip W. Barrood Carmen J. Gumina Frederick H. Perrine
Joseph DeMarco Michael Kaplan Gary S. Russo
Dominick Faraci Richard A. Malouf Robert P. Sica

AUDIT COMMITTEE

Beginning this year, the Securities and Exchange Commission requires
each publicly-registered company to include in its annual proxy statement
certain information about its audit committee and a report from that committee.
This newly-required information and report are set forth below.

INFORMATION ABOUT OUR AUDIT COMMITTEE AND ITS CHARTER

Brunswick Bancorp has a standing Audit Committee. Our Board of Directors
has adopted a written charter for the Audit Committee. A copy of that charter is
included as Appendix B at the end of this proxy statement. Each member of the
Audit Committee is independent, as that term is defined in the listing standards
of the American Stock Exchange relating to audit committees.

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REPORT OF THE AUDIT AND EXAMINING COMMITTEE

April 3, 2001

To the Board of Directors of Brunswick Bancorp:

We have reviewed and discussed with management the Company's audited
financial statements as of and for the year ended December 31, 2000.

We have discussed with the independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Pubic Accountants.

We have received and reviewed the written disclosures and the letter
from the independent auditor required by Independence Standard No. 1,
Independence Discussions with Audit Committee, as amended, by the Independence
Standards Board, and have discussed with the auditor the auditor's independence.

Based on the reviews and discussions referred to above, we recommend to
the Board of Directors that the financial statements referred to above be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000.

Frederick Perrine, Chairman
Joseph DeMarco
James Gassaro
Gary Russo
Richard Malouf

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Among those who served on the board of directors of the Company during
2000 and thus were ultimately responsible for setting executive officer
compensation, Carmen J. Gumina is himself an executive officer of the Company.

Mr. Gumina and his associates were customers of and had transactions
with the Bank in the ordinary course of business during the year ended December
31, 2000. Similar transactions may be expected to take place with the Bank in
the future. Outstanding loans and commitments made by the Bank in transactions
with Mr. Gumina and his associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than a
normal risk of collectability or present other unfavorable features.

The Bank leases one of its operating locations from Cardal Associates.
Carmen J. Gumina, CEO and Chairman of the Board of the Company, is the sole
principal in Cardal Associates. Rent paid to Cardal Associates by the Bank
totalled $330,142 for the year ended December 31, 2000. The Company anticipates
a rental amount relatively unchanged for 2001.

The Bank performs servicing of two loans which are owned by Anpol
Associates, an entity in which Carmen J. Gumina, CEO and Chairman of the Board
of the Company, owns a 33% interest. As of December 31, 2000, loans serviced for
Anpol totaled $340,606. The Bank retains the servicing on the one loan, for
Carmen J. Gumina which has an outstanding principal balance of $53,194 as of
December 31, 2000. The loan participation sold and the servicing performed are
done on substantially the same terms as those prevailing at the time for
comparable transactions with other parties.

CERTAIN TRANSACTIONS WITH MANAGEMENT

The Company has had, and may be expected to have in the future,
transactions with directors, principal officers, their immediate families, and
affiliated companies in which directors are principal stockholders (commonly
referred to as related parties). The Bank has made loans to its directors and
officers and their associates. All such loans (i) were made in the ordinary
course of business, (ii) were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and (iii) did not involve more than the normal
risk of collectability or present other unfavorable features. Other material
transactions are described above under the caption "Compensation Committee
Interlocks and Insider Participation."

8
11
PERFORMANCE GRAPH

This graph compares the cumulative total return on a hypothetical $100
investment made on December 31, 1995 in: (a) Brunswick Bancorp common stock; (b)
the Standard & Poor's (S&P) 500 Stock Index; and (c) SNL Securities less than
$250 million Bank Index. The graph is calculated assuming that all dividends are
reinvested during the relevant periods. The graph shows how a $100 investment
would increase or decrease in value over time, based on dividends, (stock or
cash) and increases or decreases in the market price of the stock.

This year, Brunswick Bancorp switched from the KBW 50 Index, an index
composed of fifty money center and regional banks to the SNL Securities less
than $250 million in assets Bank Index. This switch should provide a consistent
means for comparing the performance of Brunswick Bancorp's common stock against
other financial institutions comparable in size. The comparable figures in the
graph below for the KBW 50 Index would have been: 01/01/96 - $100.00; 12/31/96 -
$141.46; 12/31/97 - $206.80; 12/31/98 - $223.91; 12/31/99 - $216.14; 12/31/00 -
$259.50.

INDEX OF TOTAL RETURNS
BASED ON DIVIDENDS AND MARKET PRICE OF STOCK -
DOES NOT REFLECT EARNINGS PERFORMANCE

[BAR GRAPH]

INDEX 1995 1996 1997 1998 1999 2000

Brunswick Bancorp 100.00 99.98 173.29 213.28 180.90 188.76
S&P 500 100.00 122.86 163.86 210.64 254.97 231.74
SNL<$250M Bank Index 100.00 126.34 206.17 195.98 172.09 170.38

INDEPENDENT PUBLIC ACCOUNTANT

Michael R. Ferraro, Certified Public Accountant, is the successor to the
firm of Ferraro, Wood & Company, Certified Public Accountants, which dissolved
on October 31, 1998. Michael R. Ferraro, Certified Public Accountant, and its
predecessor firms, have served as the Bank's and the Company's independent
public accountants since 1978. Michael R. Ferraro, Certified Pubic Accountant,
audited the Company's 2000 financial statements. Selection of the Company's
independent public accountants for the 2001 fiscal year will be made by the
Board of Directors subsequent to the Annual Meeting.

A representative of Michael R. Ferraro, Certified Public Accountant,
will be present at the Annual Meeting to be available to answer appropriate
questions and will have the opportunity to make a statement if he so desires.

The fees billed for services rendered for Brunswick Bancorp by Michael
R. Ferraro, Certified Public Accountant for the year 2000 were as follows:

Audit Fees $51,530
All Other Fees $20,450

The Audit Committee has considered whether the provision of the services
covered under the caption "All Other Fees" above is compatible with maintaining
the outside auditor's independence.

9
12
SHAREHOLDER PROPOSALS

New Jersey corporate law requires that the notice of a regular or
special shareholders' meeting specify the purposes of the meeting. Thus, a
shareholder proposal must be referred to in the Company's notice of the meeting
for the proposal to be validly considered at an annual meeting.

Any shareholder who wishes to have a proposal included in the Company's
notice of shareholders' meeting, proxy statement and proxy card for its 2002
annual meeting must submit the proposal to the Secretary of the Company by the
applicable deadline. The deadline is December 1, 2001, subject to change as
noted below.

If the Company changes its 2002 annual meeting date to a date more than
30 days from the date of its 2001 annual meeting, then the deadline will be
changed to a reasonable time before the Company begins to print and mail its
proxy materials. If the Company changes its meeting date and alters the
deadline, the Company will specify the new deadline in Item 5 of its first Form
10-Q filed with the SEC after the date change. If it is not practical to use the
10-Q to inform shareholders, the Company will inform its shareholders about the
change in another way.

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 recommendations 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 to the Company in the enclosed
envelope.
BY ORDER OF THE BOARD OF DIRECTORS

Carmen J. Gumina
Chairman of the Board
New Brunswick, New Jersey
April 11, 2001

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (EXCEPT EXHIBITS)
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED TO ANY
SHAREHOLDER UPON WRITTEN REQUEST ADDRESSED TO MR. THOMAS FORNALE, SECRETARY,
BRUNSWICK BANCORP, 439 LIVINGSTON AVENUE, NEW BRUNSWICK, NEW JERSEY 08901.

10
13
APPENDIX A

ARTICLE V OF THE CERTIFICATE OF INCORPORATION AS PROPOSED TO BE AMENDED:

The proposed amendment will change Article V of the Certificate of
Incorporation to read in its entirety as follows:

CAPITAL STOCK

1. The total authorized capital stock of the Corporation shall be
20,000,000 shares, consisting of 10,000,000 shares of Common Stock and
10,000,000 shares of Preferred Stock which may be issued in one or more classes
or series. The shares of Common Stock shall constitute a single class and shall
be without nominal or par value. The shares of Preferred Stock of each class or
series shall be without nominal or par value, except that the amendment
authorizing the initial issuance of any class or series, adopted by the Board of
Directors as provided herein, may provide that shares of any class or series
shall have a specified par value per share, in which event all of the shares of
such class or series shall have the par value per share so specified.

2. The Board of Directors of the Corporation is expressly authorized
from time to time to adopt and to cause to be executed and filed without further
approval of the shareholders amendments to this Certificate of Incorporation
authorizing the issuance of one or more classes or series of Preferred Stock for
such consideration as the Board of Directors may fix. In an amendment
authorizing any class or series of Preferred Stock, the Board of Directors is
expressly authorized to determine:

(a) The distinctive designation of the class or series and the
number of shares which will constitute the class or series, which number may be
increased or decreased (but not below the number of shares then outstanding in
that class or above the total shares authorized herein) from time to time by
action of the Board of Directors;

(b) The dividend rate on the shares of the class or series, whether
dividends will be cumulative, and, if so, from what date or dates;

(c) The price or prices at which, and the terms and conditions on
which, the shares of the class or series may be redeemed at the option of the
Corporation;

(d) Whether or not the shares of the class or series will be
entitled to the benefit of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if so entitled, the amount of such
fund and the terms and provisions relative to the operation thereof;

(e) Whether or not the shares of the class or series will be
convertible into, or exchangeable for, any other shares of stock of the
Corporation or other securities, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange, and any adjustments
thereof, at which such conversion or exchange may be made, and any other terms
and conditions of such conversion or exchange;

(f) The rights of the shares of the class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;

(g) Whether or not the shares of the class or series will have
priority over, parity with, or be junior to the shares of any other class or
series in any respect, whether or not the shares of the class or series will be
entitled to the benefit of limitations restricting the issuance of shares of any
other class or series having priority over or on parity with the shares of such
class or series and whether or not the shares of the class or series are
entitled to restrictions on the payment of dividends on, the making of other
distributions in respect of, and the purchase or redemption of shares of any
other class or series of Preferred Stock or Common Stock ranking junior to the
shares of the class or series;

(h) Whether the class or series will have voting rights, in
addition to any voting rights provided by law, and if so, the terms of such
voting rights; and

(i) Any other preferences, qualifications, privileges, options and
other relative or special rights and limitations of that class or series.

ARTICLE V OF THE CERTIFICATE OF INCORPORATION AT PRESENT:

Article V of the Certificate of Incorporation presently reads as set
forth below:

CAPITAL STOCK

The Corporation is authorized to issue 3,000,000 shares of common stock,
all of which are without nominal or par value.
14
APPENDIX B

BRUNSWICK BANCORP
AUDIT COMMITTEE CHARTER

This Audit Committee Charter (this "Charter") has been adopted by the
Board of Directors (the "Board") of Brunswick Bancorp (the "Company"). The Audit
Committee of the Board (the "Committee") shall review and reassess this charter
annually and recommend any proposed changes to the Board for approval. It is
anticipated that the Board of Directors of the Company's subsidiary, Brunswick
Bank and Trust Company (the "Bank") will appoint an audit committee of the board
of the Bank (the "Bank Committee") composed of the same members as the
Committee. Provided that the membership of the Committee and the Bank Committee
are the same, then the two committees shall perform their functions together and
the actions and minutes of either committee shall serve as the actions and
minutes of the other, unless either committee determines (and sets forth in its
minutes) that it should act in a separate capacity.

OVERALL ROLE OF THE COMMITTEE

The Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing, internal
control, and financial reporting practices of the Company. The Committee shall
maintain minutes of meetings and periodically report to the Board of Directors
on significant results of its activities.

MEMBERSHIP; INDEPENDENCE; ORGANIZATION

The membership of the Committee shall consist of at least three and no
more than five directors (with the exact number of committee members determined
by the Board from time to time.) Each Committee member shall be free of any
relationship that, in the opinion of the Board, may interfere with such member's
individual exercise of independent judgement. Each Committee member shall also
be independent and financially literate, and at least one member shall have
accounting or related financial management expertise, all as set forth in the
applicable rules of the Nasdaq or such exchange upon which the Company's
securities may be listed.

MEETINGS

The Committee shall meet at least once each calendar quarter, or more
frequently as the Committee considers necessary.

All meetings shall be attended by the Company's internal auditors. The
Committee may also invite other members of Management or the Company's
independent auditors to attend.

RESPONSIBILITIES AND DUTIES

Although the Committee may wish to consider other duties from time to
time, the general recurring activities of the Committee in carrying out its
oversight role are described below. (Subheadings are for convenience only and do
not limit the items listed below them.) The committee shall be responsible for:

Independent Auditors

- Recommending to the Board for its approval the independent
auditors to be retained to audit the financial statements of the
Company. Such auditors are ultimately accountable to the Board
and the Committee, as representatives of the shareholders.

- Reviewing and approving the scope of the independent auditors'
auditing work and other services and their fees for each year.

- Evaluating, together with the Board, the performance of the
independent auditors and, where appropriate, replacing such
auditors.

- Obtaining annually from the independent auditors a formal
written statement describing all relationships between the
auditors and the Company, consistent with Independence Standards
Board Standard Number 1.

- Reviewing the audit plan of the independent auditors and its
integration with the Company's internal audit plan, and
reviewing progress against the audit plan at the Committee's
meetings.

- Reviewing pending regulatory changes and proposed new accounting
standards as presented by the independent auditors and
evaluating their impact on the Company.

Financial Statements; Reports

- Reviewing the audited financial statements and discussing them
with management and the independent auditors. These discussions
shall include the matters required to be discussed under
Statement of Auditing Standards No. 61.

- Annually issuing a report to be included in the Company's proxy
statement as required by the rules of the Securities and
Exchange Commission.

- Discussing with a representative of Management and the
independent auditors: (1) the interim financial information
contained in the Company's Quarterly Report on Form 10-Q prior
to its filing and (2) the results
15
of the review of such information by the independent auditors.

- Reviewing and discussing with a representative of Management and
the independent auditors: (1) reports from the independent
auditors regarding internal controls and their effectiveness,
(2) reports from the independent auditors regarding compliance
with laws and regulations, and (3) the annual management letter
from the independent auditors and Management response thereto.

Internal Auditors

- Discussing with Management and the internal auditors the
internal audit function's organization, objectivity,
responsibilities, plans, results, budget and staffing.

- Discussing with Management, the internal auditors, and the
independent auditors the quality and adequacy of and compliance
with the Company's internal controls.

- Determining whether the scope of the internal auditor's activity
has been restricted by Management.

Legal Matters

- Discussing with Management and/or the Company's outside counsel
any legal matters (including the status of pending litigation)
that may have a material impact on the Company's financial
statements and any material reports or inquiries from regulatory
or governmental agencies and Management responses thereto.

Review and Revision of the Charter

- Reviewing and reassessing this Charter annually and recommending
any proposed changes to the Board for approval.

SOME LIMITATIONS ON THE COMMITTEE'S ROLE

The Committee's job is one of oversight. While the Committee has the
responsibilities and powers set forth in this Charter, it is not the duty of
Committee to plan or conduct audits or to determine that the company's financial
statements are complete and accurate and are in accordance with generally
accepted accounting principles. Management is responsible for the preparation of
the Company's financial statements and the independent auditors are responsible
for auditing those financial statements. The Committee and the Board recognize
that Management and the independent auditors have more resources and time and
more detailed knowledge and information regarding the Company's accounting,
auditing, internal control and financial reporting practices than the Committee
does; accordingly, the Committee's oversight role does not provide any expert or
special assurance as to the financial statements and other financial information
provided by the Company to its shareholders and others.

16
P R O X Y BRUNSWICK BANCORP

FOR THE ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 24, 2001
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard M. Brand and Jack Mula, and each of
them, as Proxy, with full power of substitution, to vote all of the stock of
BRUNSWICK BANCORP standing in the undersigned's name at the Annual Meeting of
Shareholders of Brunswick Bancorp, to be held at the branch office of Brunswick
Bank and Trust Company, 439 Livingston Ave., New Brunswick, N.J., on Tuesday,
April 24, 2001, at 3:00 p.m., and at any adjournment thereof. The undersigned
hereby revokes any and all proxies heretofore given with respect to such
meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO CHOICE IS SPECIFIED, THE
PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED ON THE PROXY
STATEMENT.

1. ELECTION OF 12 DIRECTORS.

/ / FOR THE NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY BELOW)

/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW

BRUCE ARBEITER, PHILLIP W. BARROOD, JOSEPH DeMARCO, DOMINICK FARACI, JAMES V.
GASSARO, CARMEN J. GUMINA, MICHAEL KAPLAN, RICHARD A. MALOUF, ROBERT McDAID,
FREDERICK PERRINE, GARY S. RUSSO, ROBERT P. SICA.

Instructions: To withhold authority to vote for any individual nominee(s)
write that nominee's name on the following line:

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2 LISTED ON THE
PROXY STATEMENT.

2. ADOPTION OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY FROM 3,000,000 TO
10,000,000 SHARES, AND TO AUTHORIZE 10,000,000 SHARES OF A NEW CLASS OF
"BLANK CHECK" PREFERRED STOCK.

/ / For Adoption of the Amendment set forth in Appendix A to the Proxy
Statement.

/ / Against Adoption of the Amendment set forth in Appendix A to the Proxy
Statement.

/ / Abstain

3. In their discretion, upon other matters as may properly come before the
meeting.

(OVER)

DATED:_________________________ , 2001

________________________________________
Signature

(Please sign exactly as your name
appears. When signing as an 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.)

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