UNITED STATES SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A-1
                           (amending Item 3 of Part I)

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2003

                                       Or

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the Transition Period From __________to___________

                         COMMISSION FILE NUMBER 2-81353

                              CENTER BANCORP, INC.
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             (Exact name of registrant as specified in its charter)

        NEW JERSEY                                               52-1273725
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(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)


                   2455 MORRIS AVENUE, UNION, NEW JERSEY 07083
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              (Address of principal executives offices) (Zip Code)

                                 (908) 688-9500
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              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by Section 13 or 15 (d) of the Securities Exchange
         Act of 1934 during the preceding 12 months (or for such shorter period
         that the registrant was required to file such reports), and (2) has
         been subject to such filing requirements for the past 90 days.

                  Yes |X|                             No |_|

         Indicate by check mark whether the registrant is an accelerated filer
         (as defined in Rule 12b-12 of the Exchange Act).

                  Yes |X|                             No |_|

COMMON STOCK, NO PAR VALUE:                             9,004,890
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(Title of Class)                               (Outstanding at July 30, 2004)



Introductory Note: Item 3 of Part I of this Quarterly Report is amended to
reduce the amount of the percentage decrease in net interest income referred to
in the third paragraph below:

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

      The primary market risk faced by the Corporation is interest rate risk.
The Corporation's Asset/Liability Committee ("ALCO") monitors the changes in the
movement of funds and rate and volume trends to enable appropriate management
responses to changing market and rate conditions.

      The Corporation's income simulation model analyzes interest rate
sensitivity by projecting net interest income over the next 24 months in a flat
rate scenario versus net interest in alternative interest rate scenarios.
Management reviews and refines its interest rate risk management process in
response to the changing economic climate. The low level of interest rates in
recent periods necessitated a modification of the Corporation's standard rate
scenario of a shock down 200 basis points over 12 months to down 100 basis
points over a 12-month period.

      Based on the results of the interest simulation model as of June 30, 2004,
and assuming that management does not take action to alter the outcome, the
Corporation would expect an increase of 1.81 percent in net interest income if
interest rates decreased 100 basis points from the current rates in an immediate
and parallel shock over a 12-month period. In a rising rate environment, based
on the results of the model as of June 30, 2004, the Corporation would expect a
decrease of 4.91% percent in net interest income if interest rates increased by
200 basis points from current rates in an immediate shock over a twelve month
period.

      The statements in this Quarterly Report regarding the effects of
hypothetical interest rate changes represent forward- looking statements under
the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from these statements. Computation of prospective effects of
hypothetical interest rate changes are based on numerous assumptions, including
relative levels of market interest rates, loan prepayments and duration of
deposits, and should not be relied upon as indicative of actual results.
Further, the computations do not contemplate any actions that ALCO could
undertake in response to changes in interest rates.

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf, by the
undersigned, thereunto duly authorized.

                                             CENTER BANCORP, INC.

DATE:    August 10, 2004                     /s/ Anthony C. Weagley
                                             -----------------------------
                                             Anthony C. Weagley, Treasurer
                                             (Chief Financial Officer)