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-11(c) or Section 240.14a-2.

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 0-12.

(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 29, 1997

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
29, 1997 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 10 nominees named in the accompanying Proxy
Statement to serve as directors of the Company.

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

Shareholders of record at the close of business on April 1, 1997 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 16, 1997

IMPORTANT - PLEASE MAIL YOUR PROXY STATEMENT

You are urged to sign and return the enclosed Proxy of 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 16, 1997

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 29, 1997 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 16, 1997.

The record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting was April 1, 1997. 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, 721,920 shares of common stock, par value $2.00 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 the 10 nominees for director named in this Proxy Statement,
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. Generally, the approval of a specified
percentage of shares voted at a shareholders meeting is required to approve a
proposal and thus abstentions and broker non-votes have no effect on the outcome
of a vote. Where state law or the Company's Certificate of Incorporation or
Bylaws require that the matter voted upon be approved by a specified percentage
of the outstanding shares, then abstentions and broker non-votes have the same
effect as negative votes.

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 10.

It is intended that the persons named in the proxy will vote for the
election of the 10 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.

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NAME, AGE AND POSITION PRINCIPAL OCCUPATIONS DIRECTOR
WITH COMPANY DURING PAST FIVE YEARS SINCE
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Bruce Arbeiter, 57 President, Rutgers Express Co. (Trucking Company) 1981
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Joseph DeMarco, 62 President, High Grade Beverage Company 1975
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Dominick Faraci, 81 President, Tri-County Supply Company
(Air Conditioning and Heating) 1975
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Carmen J. Gumina, 64 Chairman of the Board and President,
Chairman of the Board Brunswick Bank and Trust Company 1973
and President
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Josephine Gumina, 72 Retired 1981; formerly Treasurer, Gumina Building and 1974
Construction Company
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Michael Kaplan, 56 President, Kaplan and Sons (Construction Company) 1980
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Richard A. Malouf, 51 President, Malouf Auto Dealerships 1996
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John Maltese, 81 Retired; formerly President, John Maltese Iron Works 1990
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Frederick H. Perrine, 70 President, Perrine Pontiac, Inc. 1975
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Robert P. Sica, 63 President, New Brunswick Plating, Inc. 1996
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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.

Carmen J. Gumina and Josephine Gumina are brother and sister.

BOARD MEETINGS AND COMMITTEES OF THE BOARD

The Company held two meetings of the Board during 1996.

The directors of the Company also serve as directors of the Bank. The
Board of Directors of the Bank holds regularly scheduled meetings every second
Tuesday of each month and special meetings as circumstances require. During
1996, the Board of Directors of the Bank held 12 meetings.

The Bank maintains a Loan Committee, Audit Committee, Nominating
Committee, Compensation Committee, Compliance Committee and Finance Committee.
The Nominating 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 12 times during 1996.

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. During 1996, the Audit Committee consisted of 3
directors, Joseph DeMarco, Frederick Perrine and Richard Malouf, and met 11
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
1996 were Bruce Arbeiter and Frederick Perrine. The Committee met once during
1996. 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, 1997 for consideration in connection with
the Company's 1998 Annual Meeting.

The Compliance Committee of the Bank oversees the Bank's compliance
program. This committee consists of 3 directors who in 1996 were Robert Sica,
Michael Kaplan and Josephine Gumina. The Compliance Committee met 9 times during
1996.

The Finance Committee of the Bank reviews and approves vendors' invoices
for payment. This committee consists of 2 directors who in 1996 were Bruce
Arbeiter and John Maltese. The Finance Committee met 12 times during 1996.

During 1996 all directors 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.

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DIRECTOR'S COMPENSATION

There are no director fees for the Company. Director fees for the Bank
consist of $350 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.

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 14, 1997, by each
director, by each nominee for director, 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 and Named Officers:
Bruce Arbeiter 16,197(2) 2.2%
Joseph DeMarco 22,749(3) 3.2%
Dominick Faraci 3,802(4) .5%
Carmen J. Gumina 140,692(5) 19.5%
Josephine Gumina 32,709 4.5%
Roman T. Gumina 17,773(6) 2.5%
Michael Kaplan 11,912(7) 1.7%
Richard A. Malouf 1,000 .1%
John Maltese 12,248 1.7%
Frederick H. Perrine 1,872 .3%
Robert P. Sica 508 .1%

Directors and Named
Officers as a Group (11 persons) 260,430 36.1%

Other Principal Shareholders:
Elsa M. Gumina
400 South Ocean Blvd.
Palm Beach, FL 33480 63,847 8.8%

- ----------

(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, 300 shares are held by Mr. Arbeiter in his name,
12,468 shares are held by Mr. Arbeiter and his wife jointly and 3,429 shares are
held by a profit sharing plan in which Mr. Arbeiter has a substantial interest
and for which he is a trustee.

(3) Of this total, 5,619 shares are held by Mr. DeMarco in his name,
9,933 shares are held by Mr. DeMarco and his wife jointly, 5,624 shares are held
by his wife in her name, 541 shares are held by a company in which he owns a
substantial interest, and 1,032 shares are held by a company in which Mr.
DeMarco is a partner (along with Mr. Gumina) and has substantial ownership.

(4) Of this total, 1,854 shares are held by Mr. Faraci in his name and
1,948 shares are held jointly with his wife.

(5) Of this total, 112,284 shares are held by Mr. Gumina in his name,
1,032 shares are held by a company in which Mr. Gumina (along with Mr. DeMarco)
is a partner and has substantial ownership, 8,176 shares are held by a company
controlled by Mr. Gumina and 19,200 shares are held in a family trust.

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(6) Of this total, 4,526 shares are held by Mr. Gumina in his name,
3,723 shares are held by his wife in her name and 9,524 shares are held by his
three children who reside at home.

(7) Of this total, 9,752 shares are held by Mr. Kaplan in his name and
2,160 shares are held jointly with his wife.

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, Executive Vice 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

ANNUAL COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS ($) COMPENSATION ($)
(a) (b) (c) (d) (i)

Carmen J. Gumina, Chairman 1996 190,769 19,000 132,464(1)
of the Board and President 1995 190,000 9,500 132,656(2)
of the Company and the Bank 1994 175,000 8,750 12,631(3)

Roman T. Gumina, 1996 100,192 10,000 7,107(4)
Executive Vice President 1995 88,500 4,450 5,686(4)
of the Bank 1994 71,000 3,550 4,063(4)

(1) The amount shown here represents the following contributions by the Company
on behalf of Carmen J. Gumina: $120,000 to a trust pursuant to the Company's
Non-Qualified Deferred Compensation Plan (which amount vested 20% on December
31, 1996 and vests an additional 20% each successive December 31 through
December 31, 2000) and $12,464 to a profit sharing and 401K plan.

(2) The amount shown here represents the following contributions by the Company
on behalf of Carmen J. Gumina: $120,000 to a trust pursuant to the Company's
Non-Qualified Deferred Compensation Plan (which amount vested 20% on December
31, 1995 and vests and additional 20% each successive December 31 through
December 31, 1999) and $12,656 to a profit sharing and 401K plan.

(3) The amount shown here represents the Company's contribution, on behalf of
Carmen J. Gumina, to a profit sharing and 401K plan.

(4) The amount shown here represents the Company's contribution, on behalf of
Roman T. Gumina, to a profit sharing and 401K plan.

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, 1996, the Company contributed $92,872 to the Plan of which $12,464 was for
the benefit of Carmen J. Gumina and $7,107 was for the benefit of Roman T.
Gumina.

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 to 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 1996, the only employee granted an award
under the Plan was Carmen J. Gumina (see footnote 1 in the Summary Compensation
Table above).

Except as described above, there are no employment contracts,
termination arrangements or change in control arrangements between the Company
or the Bank and any of the executive officers.

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 Carmen J. Gumina,
President of the Bank, and Bruce Arbeiter, a non-management director of the
Bank, actual practice in recent years has been for the Bank's President to set
compensation for all senior officers, including himself, subject to the Board's
right to modify or rescind his decisions.

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In determining the compensation of each senior officer for 1996, Mr.
Gumina 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 1997. The
Board of Directors of the Bank did not modify or rescind any compensation
decisions made by Mr. Gumina with respect to 1996.

During 1996, Carmen J. Gumina's base compensation was set at $190,000
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 1996, executive officers
of the Bank as a group received a total of $22,359 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 with vesting over
time. For 1996, the Company granted an award of $120,000 under the Plan to
Carmen J. Gumina; this award vested 20% on December 31, 1996 and vests an
additional 20% each successive December 31 through December 31, 2000.

THE BOARD OF DIRECTORS OF BRUNSWICK BANCORP

Bruce Arbeiter Carmen J. Gumina Richard A. Malouf
Joseph DeMarco Josephine Gumina John Maltese
Dominick Faraci Michael Kaplan Frederick H. Perrine
Robert P. Sica

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Among those who served on the board of directors of the Company during
1996 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, 1996. 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 collectibility or present other unfavorable features.

The Bank leases one of its operating locations from Cardal Associates.
Carmen J. Gumina, President and Chairman of the Board of the Company, is the
sole principal in Cardal Associates. Rent paid to Cardal Associates by the Bank
totalled $290,360 for the year ended December 31, 1996. The Company anticipates
a rental amount relatively unchanged for 1997.

Certain loans and loan participations are sold to Anpol Associates, an
entity in which Carmen J. Gumina, President and Chairman of the Board of the
Company, owns a 33% interest. As of December 31, 1996, loans and loan
participations sold to Anpol Associates totalled $400,783. The Company has no
specific plans for additional sales to Anpol Associates during 1997.

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."

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PERFORMANCE GRAPH

This graph compares the cumulative total return on a hypothetical $100
investment made on December 31, 1991 in: (a) Brunswick Bancorp common stock; (b)
the Standard & Poor's (S&P) 500 Stock Index; and (c) Keefe, Bruyette & Woods,
Inc. KBW Eastern Region Sub-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.

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

[GRAPH]

1991 1992 1993 1994 1995 1996
CHART

Brunswick Bancorp 100.00 83.33 178.60 257.20 308.64 308.64
S&P 500 100.00 107.51 118.46 120.02 165.12 203.03
Eastern Region Sub-Index 100.00 138.09 144.01 127.84 217.01 297.66

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The firm of Ferraro, Wood & Company, Certified Public Accountants, has
served as the Bank's independent public accountants since 1978. Selection of the
Company's independent public accountants for the 1997 fiscal year will be made
by the Board of Directors subsequent to the Annual Meeting.

A representative of Ferraro, Wood & Company 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.

SHAREHOLDER PROPOSALS

Proposals of shareholders which are eligible under the rules of the
Securities and Exchange Commission to be included in the Company's 1998 proxy
material must be received by the Secretary of the Company no later than December
29, 1997.

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 and President

New Brunswick, New Jersey
April 16, 1997

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.

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PROXY BRUNSWICK BANCORP

FOR THE ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 29, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard M. Beard and Jack Mala, 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 29, 1997, 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 reccommends a vote FOR the nominees listed in the
Proxy Statement.

1. ELECTION OF 10 DIRECTORS.

/ / FOR the nominees listed below (execpt as marked to the contrary below)

/ / WITHHOLD AUTHORITY to vote for all nominees listed below

BRUCE ARBEITER, JOSEPH DEMARCO, DOMINICK FARACI, CARMEN J. GUMINA, JOSEPHINE
GUMINA, MICHAEL KAPLAN, RICHARD A. MALOUF, JOHN MALTESE, FREDERICK H. PERRINE,
ROBERT P. SICA.

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

- -------------------------------------------------------------------------------
(OVER)

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

DATED: , 1997
---------------------------

---------------------------------
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 ENVELOPE.