GREAT FALLS BANCORP
10QSB, 1996-08-14
STATE COMMERCIAL BANKS
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           U.S. Securities and Exchange Commission
                    Washington, D.C. 20549
  
  
                         Form 10-QSB
  
  
  (Mark One)
    [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
  
         For the quarterly period ended        June 30, 1996    
  
    [   ] 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            0-14294                     
  
  
                       Greater Community Bancorp                  
    (Exact name of small business issuer as specified in its charter)
  
  
           NEW JERSEY                            22-2545165       
     (State or other jurisdiction of  (IRS Employer
     incorporation or organization)   Identification No.)
  
      55 Union Boulevard, Totowa, New Jersey      07512           
              (Address of principal executive offices)
  
                          (201) 942-1111                          
                 (Issuer's telephone number)
  
  
    Check whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 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                  
  
  
  
    State the number of shares outstanding of each of the issuer's classes
      of common equity, as of the latest practicable date: Common stock $1.00
      par value - 1,883,023 shares at August 10, 1996.
  
  
    Transition Small Business Disclosure Format (check one);
    Yes               No     X   
              
<PAGE>              
              GREATER COMMUNITY BANCORP AND SUBSIDIARIES
  
                            INDEX
  
  
                                                         PAGE
  
  PART  I  -  FINANCIAL INFORMATION
  
  
    Item  1  -  Financial Statements
  
  
      Condensed Consolidated Statements of Condition
         June 30, 1996 (unaudited) and December 31, 1995 .  3
  
  
      Condensed Consolidated Statements of Income
         Three and Six months ended 
         June 30, 1996 and 1995 (unaudited). . . . . . . . .4
  
  
      Condensed Consolidated Statements of Cash Flows
         Six months ended June 30, 1996 and 1995 (unaudited)5
  
  
      Notes to Consolidated Financial Statements(unaudited).6
  
  
  Item  2 -  Management's Discussion and Analysis of Financial
             Condition and Results of Operations . . . . . .7
  
  
  
  PART  II  -  OTHER INFORMATION
  
  Items  1  through  6 . . . . . . . . . . . . . . . . . . 17
  
  
  
  Signatures . . . . . . . . . . . . . . . . . . . . . . . 18
  
  
  
  
  
  
  
<PAGE>  
  PART 1 - FINANCIAL INFORMATION
           Item 1- Financial Statements
  
          GREATER COMMUNITY BANCORP AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
              (in thousands, except share data)
                                                                  
                                                June 30,      December 31,
                                                  1996           1995   
                                                Unaudited
  ASSETS                                                          
  CASH AND DUE FROM BANKS                              
   Non-interest-bearing                        $ 15,042         $ 11,471
  FEDERAL FUNDS SOLD                              3,267           17,575
            Total cash and cash equivalents      18,309           29,046
  DUE FROM BANKS - Interest-bearing               1,964            1,148
  SECURITIES:                                          
  INVESTMENT SECURITIES-Available-for-sale       50,202           47,835
  INVESTMENT SECURITIES-Held-to-maturity         39,798           36,151
                                                 90,000           83,986
  LOANS                                         138,455          131,439
   Less - Allowance for possible loan losses      2,372            2,332
                                                136,083          129,107
  PREMISES AND EQUIPMENT, net                     2,998            3,082
  OTHER REAL ESTATE OWNED                         2,303            2,070
  ACCRUED INTEREST RECEIVABLE                     2,105            1,977
  INTANGIBLE AND OTHER ASSETS                     2,614            2,629
            Total assets                       $256,376         $253,045
  
  LIABILITIES AND SHAREHOLDERS' EQUITY                  
  DEPOSITS:
     Demand                                                       
       Non-interest-bearing                      50,687           $46,332
       Interest-bearing                          55,051            59,141
     Savings                                     27,040            26,030
     Time                                        86,425            91,263
            Total deposits                      219,203           222,766
  ACCRUED INTEREST AND OTHER LIABILITIES          2,875             2,952
  SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE  9,461             2,756
  REDEEMABLE SUBORDINATED DEBENTURES              4,983             4,976
            Total Liabilities                   236,522           233,450
  SHAREHOLDERS' EQUITY 
    Preferred stock, without par value:
      1,000,000 shares authorized, none outstanding  _                _      
    Common Stock, par value $1 per share:
    10,000,000 shares authorized, 1,883,023
        and 1,709,451 shares outstanding         1,883              1,709 
    Additional paid-in capital                  17,777             15,231 
    Retained earnings                              159              2,102 
    Unrealized holding gain on                                    
       securities available-for-sale                35                553 
  
        Total shareholders' equity              19,854             19,595 
        Total liabilities and                          
        shareholders' equity                  $256,376           $253,045 
                               
  (See notes to Condensed Consolidated Financial statements)
<PAGE>
               GREATER COMMUNITY BANCORP AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME
                 (in thousands, except per share data)
                              (Unaudited)
                                        Three Months          Six Months  
                                        Ended June 30,       Ended June 30,
       
                                          1996    1995       1996      1995

INTEREST INCOME                               
    Interest on loans, including fees   $3,139  $3,109     $6,165    $5,508
    Interest on securities               1,363   1,247      2,716     2,119
    Interest on Federal Funds                 
      sold and deposits with banks         108     141        249       172     
 
                Total interest income    4,610   4,497      9,130     7,799

INTEREST EXPENSE
     Interest on deposits                1,558   1,579      3,173     2,568
     Interest on borrowings                190     159        342       316

          Total interest expense         1,748   1,738      3,515     2,884

          Net interest income            2,862   2,759      5,615     4,915

PROVISION FOR POSSIBLE LOAN LOSSES          90      96        180       161
     Net interest income after
      provision for possible loan losses 2,772   2,663      5,435     4,754

OTHER INCOME                               248     597        994       879
                                         3,020   3,260      6,429     5,633

OTHER EXPENSES
   Salaries and employee benefits        1,030     930      2,130     1,661
   Occupancy and equipment                 477     328      1,007       580
   Amortization of intangible                 
     assets and organizational costs        28      54         58        82
   Other operating expenses                669   1,022      1,659     1,771

            Total other expenses         2,204   2,334      4,854     4,094

            Income before income taxes     816     926      1,575     1,539

PROVISION FOR INCOME TAXES                 294     293        571       517

            Net Income                    $522    $633     $1,004    $1,022

WEIGHTED AVERAGE SHARES OUTSTANDING      1,882   1,853      1,881     1,767


NET INCOME PER SHARE                   * $0.28   $0.34      $0.53     $0.58

* In 1996, EPS includes the dilutive effect of stock purchase contracts and 
stock options which were either anti-dilutive or non-significant in the 
prior year.

       (See notes to Condensed Consolidated Financial Statements)
       
<PAGE>
             GREATER COMMUNITY BANCORP AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands)
                             (Unaudited)
                                                        Six Months Ended
                                                        June 30,    
                                                         1996          1995  
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                             $ 1,004     $ 1,022 
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                            559         273 
   Accretion of discount on securities, net                 (71)        (94)
   Realization of discount on investment securities         (49)       -  
   Gain on sale of securities, net                            -         141 
   Provision for possible loan losses                       180         161 
   (Increase) decrease in accrued interest receivable      (128)        114 
   Increase in other assets                                (218)       (169)
   Increase in accrued interest and other liabilities       (70)        512 
          Net cash provided by operating activities       1,207       1,960 
CASH FLOWS FROM INVESTING ACTIVITIES
   Available-for-sale securities - 
     Purchases                                           (8,409)     (8,161)
     Sales or maturities                                  6,162       5,234 
   Held-to-maturity securities -
     Purchases                                          (13,771)     (7,194)
     Maturities                                          10,124       5,602 
   Net decrease in interest-bearing
     deposits with banks                                   (816)      1,225 
   Net increase in loans                                 (6,836)     (6,667)
   Purchase of premises and equipment                      (586)       (680)
   Proceeds from sale of other real estate owned              -         365 
          Net cash used in investing activities         (14,132)    (10,276)
CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) increase in deposit accounts           (3,563)     12,822 
   Increase in securities sold under the agreements             
      to repurchase and federal funds purchased           6,705         613 
   Dividends paid                                          (988)       (202)
   Proceeds from exercise of stock options                   29         - 
   Cash acquired through purchase transaction                -        4,045
   Other, net                                                 5        -  
          Net cash provided by financing activities       2,188      17,278

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (10,737)       8,962

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          29,046        8,052

CASH AND CASH EQUIVALENTS, END OF PERIOD               $18,309      $17,014

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during period for:
     Interest                                           $3,380       $2,409 
     Income taxes                                          520          658 
   Loans reclassified from other real estate to loans        -          359 
   Common stock issued in purchase transaction               -        1,802 

       (See notes to Condensed Consolidated Financial Statements)

<PAGE>
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)
  
  
  
   In the opinion of management, these unaudited financial
  statements contain all disclosures which are necessary to
  present fairly the Corporation's consolidated financial
  position at June 30, 1996 and December 31, 1995 and the
  consolidated results of operations and cash flows for three and
  six months ended June 30, 1996 and 1995.  The financial
  statements include all adjustments (consisting only of normal
  recurring adjustments) which in the opinion of management are
  necessary in order to present fairly the financial position and
  results of operations for the interim periods. Certain
  information and footnote disclosures normally included in
  financial statements under generally accepted accounting
  principles have been condensed or omitted pursuant to the
  Securities and Exchange Commission rules and regulations. 
  These financial statements should be read in conjunction with
  the annual financial statements and notes thereto included in
  Form 10-KSB for the fiscal year ended December 31, 1995.
  
  
  ACQUISITION
  
  Results of operations include the amounts of Bergen Commercial
  Bank (BCB) which the Corporation acquired effective December
  31, 1995, on a pooling of interest basis, through an exchange
  of stock in which the Corporation issued 692,228 shares
  (adjusted for 1996 stock dividend - see "Dividend").
  
  
  Dividend
  
  During June 1996, the Corporation's Board of Directors declared
  a 10% stock dividend followed by a cash dividend of 7 cents
  ($.07) per share, both of which are payable on July 31, 1996 to
  shareholders of record July 15, 1996. As a result of the
  declaration of the stock dividend, the number of the
  Corporation's outstanding shares as of June 30, 1996 increased
  to 1,883,023.  The financial information in this report has
    been adjusted to reflect the dividends as of June 30, 1996.          
            
<PAGE>            
            GREATER COMMUNITY BANCORP AND SUBSIDIARIES
  
  PART I -   FINANCIAL INFORMATION
  
  ITEM 2 -   Management's Discussion and Analysis of Financial
             Condition and Results of Operations
  
  The following discussion and analysis of the Corporation's
  consolidated financial condition as of June 30, 1996 and the
  results of operations for the three- and six-month periods
  ended June 30, 1996 and 1995 should be read in conjunction with
  the consolidated financial statements, including notes thereto,
  included in the Corporation's latest annual report on Form 10-KSB for 
  the fiscal year ended December 31, 1995, and the other
  information herein.  The consolidated statement of condition as
  of June 30, 1996 and the statements of operations and cash
  flows for the three and six months ended June 30, 1996 and 1995
  are unaudited but include, in the opinion of the management,
  all adjustments considered necessary for a fair presentation of
  such data. The term "Corporation" as used herein refers to
  Great Falls Bancorp and subsidiaries and the term "Subsidiary
  Banks" as used  herein refers to Great Falls Bank and Bergen
  Commercial Bank.  Data is presented for both the Corporation
  and the Subsidiary Banks unless otherwise noted.  All dollar
  figures, except for per share data, are set forth in thousands.
  
  
  A.  Financial Condition:  June 30, 1996 and December 31, 1995
  
  As of June 30, 1996, the Corporation's total assets were
  $256,376 an increase of $3,331 or 1.3% compared to the amount
  reported at December 31, 1995.  Cash and due from banks
  increased by $4,387 or 34.8% whereas federal funds sold
  decreased by $14,308 or 81.4%. The majority of the decrease in
  federal funds sold was offset by increases in both investment
  securities and loans.
  
  Investment Securities
  
  Investment Securities totaled $90,000 at June 30, 1996, an
  increase of $6,014 or 7.2% compared to the amount reported at
  December 31, 1995.  Management reviews the investment portfolio
  continually to achieve maximum yields without having to
  sacrifice the high quality of the investments. Of the total,
  51.6% of the investments are in U.S. Government obligations,
  18.7% in U.S. Government agency obligations, 23.4% in mortgage
  backed securities and the balance in municipal and other 
  securities.
  
<PAGE>
  At June 30, 1996, based on the fair market value of its
  available-for-sale portfolio, the Corporation recorded the
  difference between the unamortized cost and the fair market
  value as an unrealized gain in the amount of $35, net of taxes,
  as a component of shareholders' equity.  This was a decrease of
  $518 from the $553 amount recorded at December 31, 1995.
  
  
  Loan Portfolio
  
  The Corporation's loan portfolio net of allowance for possible
  loan losses at June 30, 1996 totaled $136,083, an increase of
  $6,976 (5.4%) compared to the amount reported at December 31,
  1995.  The increase in loans is primarily due to increased loan
  demand.
  
  
  Other Real Estate Owned
  
  As of June 30, 1996, other real estate totaled $2,303, an
  increase of $233 (11.3%) when compared to the amount reported
  at December 31, 1995.
  
  Deposits
  
  Total deposits at June 30, 1996 were $219,203, a decrease of
  $3,563 or 1.6% relative to the amount reported at December 31,
  1995.  Within the components of total deposits, non-interest
  bearing demand deposits and savings deposits increased by
  $4,355 or 9.4% and $1,010 or 3.9%, respectively, while
  interest-bearing demand deposits and time deposits decreased by
  $4,090 or 6.9% and $4,837 or 5.3%, respectively. The decrease
  in time deposits is primarily due to the runoff of deposits at
  maturity.
  
  Liquidity
  
  The Corporation maintains a liquidity position which it
  considers adequate to provide funds to meet loan demand or the
  possible outflow of deposits. It actively manages its liquidity
  position under the direction of the Subsidiary Banks' Asset and
  Liability Management Committees. At June 30, 1996,  sources of
  liquidity include $15,042 in cash and due from banks, $3,267 in
  federal funds sold and securities available-for-sale of
  $50,202.
  
  
<PAGE>  
  Capital Adequacy and Regulatory Matters
  
  The Corporation is subject to regulation by the Board of
  Governors of the Federal Reserve System (Federal Reserve
  Board).  The Subsidiary Banks are subject to regulation by both
  the Federal Deposit Insurance Corporation (FDIC) and the New
  Jersey Department of Banking (Department).  Such regulators
  have promulgated regulations which require the Corporation and
  the Subsidiary Banks to maintain certain capital ratios.   The
  following table sets forth selected regulatory capital ratios
  for the Corporation and the Subsidiary Banks and the required
  regulatory ratios at June 30, 1996:
  
                                  Greater      Great      Bergen
                                  Community    Falls     Commercial 
                                  Bancorp       Bank       Bank      Required
                                                                       
  
  Tier I leverage ratio             7.63%      6.72%        9.38%      3%
  Tier I risk-based capital ratio  11.62%     11.75%       12.59%      4%
  Tier I and Tier II risk-based
   capital ratio                   15.98%     13.01%       13.63%      8%
  
  
<PAGE>
    Asset Quality
  
  The Corporation seeks to manage credit risk through
  diversification of its loan portfolio and the application of
  policies and procedures designed to foster sound underwriting
  and credit monitoring policies.  The senior lending officer is
  charged with monitoring asset quality, establishing credit
  policies and procedures and seeking consistent applications of
  the loan review  procedures.
  
  The Corporation's lending is concentrated in its local market
  area.  Its non-performing loans primarily were made to the
  Corporation's customers who operated in northeastern New
  Jersey. The degree of risk inherent in all of the Corporation's
  lending activities is influenced heavily by general economic
  conditions in the immediate market area.  Among the factors
  which tend to increase or decrease portfolio risk are changes
  in local or regional real estate values, income levels and
  energy prices. These factors, coupled with levels of
  unemployment, tax rates, governmental actions and market
  conditions affecting the demand for credit among qualified
  borrowers, are also important determinants of the risk inherent
  in the Corporation's lending.
  
  General economic conditions in the State of New Jersey have
  improved over the past year.  Interest rates have increased,
  due in part to action by the Federal Reserve Board and the
  general real estate interest rates have shown an upward trend
  and real estate values and employment levels are fairly stable
  and in some cases have shown an upward movement.
  
  The components of nonperforming assets are delinquent loans,
  nonperforming assets and renegotiated loans.  Each component is
  discussed in greater detail below. Nonperforming assets consist
  of nonaccrual loans, accruing loans past due 90 days or more
  delinquent, and ORE.  It is the Corporation's policy to place
  a loan on nonaccrual status when, in the opinion of management,
  the ultimate collectibility of the principal or interest on the
  loan becomes doubtful.  As a general rule, a commercial loan or
  real estate loan more than 90 days past due with respect to
  principal or interest is classified as a nonaccrual loan. 
  Installment loans generally are not placed on nonaccrual status
  but, instead, are charged off at 90 days past due, except where
  the loans are secured and foreclosure proceedings have
  commenced.
  
  Loans are considered renegotiated if, for economic or legal
  reasons, a concession has been granted to the borrower related

<PAGE>
  to the borrower's financial difficulties that the creditor
  would not otherwise consider.  The Corporation has renegotiated
  certain loans in instances where a determination was made that
  greater economic value will be realized under new terms than
  through foreclosure, liquidation, or other disposition.  ORE
  includes both loan collateral that has been formally
  repossessed and collateral that is in the Corporation's
  possession and under its control without legal transfer of
  title.
  
  At the time of classification as ORE, loans are reduced to the
  fair value of the collateral (if less than the loan receivable)
  by charge-offs against the allowance for possible loan losses. 
  ORE is carried on the books at the lower of cost or fair value,
  less estimated costs to sell.  Subsequent valuation adjustments
  to the fair value of the collateral are charged or credited to
  current operations.
  
  The following table sets forth the composition of the
  Corporation's nonperforming assets and related asset quality
  ratios as of the dates indicated.  All of such assets were
  domestic assets since the Corporation had no foreign loans.
  
                                             June 30,        December 31,
                                                1996             1995     
  
  Non-accruing loans                          $1,490            $1,422
  Renegotiated loans                           1,075               517
       Total non-performing loans             $2,565            $1,939
                                                               
  Loans past due 90 days and accruing         $1,201             1,125
  Other real estate                            2,121             2,070
       Total non-performing assets            $5,887            $5,134
  
  
  Asset Quality Ratios 
  Non-performing loans to total gross loans     1.85%            1.47%
  Non-performing assets to total gross loans    4.25%            3.80%
  Non-performing assets to total assets         2.30%            2.03%
  Allowance for possible loan losses to
       non-performing loans                    92.48%          120.27%
  Allowance for possible loan losses to gross
   loans                                        1.71%            2.28%
  
  
  During the six months ended June 30, 1996, gross interest
  income of $41 would have been recorded on loans accounted for
  on a nonaccrual basis if the loans had been current throughout
  the period.  No interest was included on such loans during such
  period.  The Corporation had no restructured loans during this
  period.
  
<PAGE>  
  Impaired Loans  -  In accordance with SFAS No. 114, the
  Corporation utilizes the following information when measuring
  its allowance for possible loan losses.  A loan is considered
  impaired when it is probable that the Corporation will be
  unable to collect all amounts due according to the contractual
  terms of the loan agreement.  These loans consist primarily of
  non-accrual loans where situations exist which have reduce the
  probability of collection in accordance with contractual terms. 
  As of June 30, 1996 the Corporation's recorded investment in
  impaired loans and the related valuation allowance calculated
  under SFAS No. 114 are as follows:
  
  
                                           Recorded           Valuation
                                           Investment         Allowance
                                                 
                                                                              
  Impaired loans -
    Valuation allowance required              $2,525            $ 658
    No valuation allowance required              212               -
  
    Total impaired loans                      $2,737            $ 658
  
  
  
  This valuation allowance is included in the allowance for
  possible loan losses on the Corporation's statement of
  condition.
  
  The average recorded investment in impaired loans for the six-month 
  period ended June 30, 1996 was $2,400.
  
  Interest payments received on impaired loans are recorded as
  interest income unless collection of the remaining recorded
  investment is doubtful in which event payments received are
  recorded as reductions of principal.  The Corporation
  recognized interest income on impaired loans of $13 for the
  six-month period ended June 30, 1996.
  
  
  Analysis of the Allowance For Possible Loan Losses
  
  The allowance for possible loan losses is determined by
  management based upon its evaluation of the known, as well as
  the inherent, risks within the Corporation's loan portfolio,
  and is maintained at a level considered adequate to provide for
  potential loan losses.  The allowance for possible loan losses
  is increased by provisions charged to expense and recoveries of

<PAGE>
  prior charge-offs, and is reduced by charge-offs.  In
  establishing the allowance for possible loan losses, management
  considers, among other factors, previous loss experience, the
  performance of individual loans in relation to contract terms,
  the size of particular loans, the risk characteristics of the
  loan portfolio generally, the current status and credit
  standing of borrowers, management's judgment as to prevailing
  and anticipated real estate values, other economic conditions
  in the Corporation's market, and other factors affecting credit
  quality.  Management believes the allowance for possible loan
  losses at June 30, 1996 of $2,372 or 92.48% of nonperforming
  loans, was adequate.
  
  The Corporation's management continues to actively monitor the
  Corporation's asset quality and to charge off loans against the
  allowance for possible loan losses as it deems appropriate. 
  Although management believes it uses the best information
  available to make determinations with respect to the allowance
  for possible loan losses, future adjustments may be necessary
  if economic conditions differ substantially from the
  assumptions used in making the initial determinations.
  
  At June 30, 1996, the allowance for possible loan losses
  increased by $40 over the amount recorded at December 31, 1995. 
  The following table represents transactions affecting the
  allowance for possible loan losses during the six-month period
  ended June 30, 1996.
  
  
                                                             
  Balance at beginning of period, December 31, 1995    $2,332
  
  Charge-offs:
    Commercial, financial and agricultural                 67
    Real estate--mortgage                                 120
    Installment loans to individuals                        8
                                                          195
  Recoveries:
    Commercial, financial and agricultural                 37
    Real estate--mortgage                                   9
    Installment loans to individuals                        9
                                                           55
  Net charge-offs                                         140
  Provision charged to operations
     during the six-month period                          180
  
  Balance at end of period, June 30, 1996              $2,372
  
  Ratio of net charge-offs during the
  six-month period to average loans
  outstanding during that period                        0.10%
  
  
  
<PAGE>  
  Allocation of the Allowance for Possible Loan Losses
  
  The following table sets forth the allocation of the allowance for possible
  loan losses by loan category amounts, the percent of loans in each category
  to total loans in the allowance, and the percent of loans in each category
  to total loans, at June 30, 1996.
  
  
  Balance at June 30, 1996
  applicable to:                                      
                                                               Percent of
                                                               Loans in each
                                                Percent of     category to
                                   Amount       Allowance      total loans   
                                                
  Commercial, financial
    and agricultural               $1,169         49%                54%     
  Real estate--mortgage               678         29%                40%     
  Installment loans
    to individuals                    315         13%                 6%     
  Unallocated                         210          9%               n.a.     
  
    Total                          $2,372        100%               100%     
  
  
  
  Management has determined from continued evaluation of the
  various elements of the loan portfolio, previous charge-off
  experience, collateral evaluation and borrower's credit
  histories, that different risks are associated with each loan
  category.  Accordingly, management has assigned general reserve
  percentages within each loan category, in addition to specific
  reserves allocated to individual loans within each category.
  
  B.  Results of Operations:  Three and Six months ended June 30,
  1996 and 1995
  
  General.  The Corporation's results of operations are dependent
  primarily on its net interest and dividend income, which is the
  difference between interest earned on its loans and investments
  and the interest paid on interest-bearing liabilities.  The
  Corporation's net income is also affected by the generation of
  noninterest income, which primarily consists of service fees on
  deposit accounts and other income.  Net interest income is
  determined by (I) the difference between yields earned on
  interest-earning assets and rates paid on interest-bearing
  liabilities ("interest rate spread") and (ii) the relative
  amounts of interest-earning assets and interest-bearing
  liabilities.  The Corporation's interest rate spread is
  affected by regulatory, economic and competitive factors that
  influence interest rates, loan demand and deposit flows and
  general levels of nonperforming assets.  In addition, net
  income is affected by the level of operating expenses and

<PAGE>
  establishment of loan loss reserves and ORE reserves.
  
  The operations of the Corporation and the entire banking
  industry are significantly affected by prevailing economic
  conditions, competition and the monetary and fiscal policies of
  governmental agencies.  Lending activities are influenced by
  the demand for and supply of real estate, competition among
  lenders, the level of interest rates and the availability of
  funds.  Deposit flows and costs of funds are influenced by
  prevailing market rates of interest, primarily on competing
  investments, account maturities and the levels of personal
  income and savings in the market area.
  
  Three and Six Months Ended June 30, 1996.  The Corporation
  earned net income of $522 or $0.28 per share and $1,004 or
  $0.53 per share, for the three- and six-month periods ended
  June 30, 1996, compared to $633 or $0.34 per share and $1,022
  or $0.58 per share, for the same period in 1995.
  
  Interest income increased by $112 and $1,333 for the three- and
  six-month periods ended June 30, 1996 over the corresponding
  period in 1995. The increase is primarily due to an increase in
  average earning assets. Other income decreased by $349 for the
  three-month period ended June 30, 1996 over the comparable
  period in 1995. The majority of such decrease is directly
  related to a decline in fee income generated from merchant card
  processing service which the Corporation discontinued in 1996.
  
  Total interest expense increased by $632 for the six-month
  period ended June 30, 1996 over the corresponding period in the
  prior year, primarily due to an increase in average rate
  related liabilities.  Total interest expense for the 
  three-month period ended June 30, 1996 did not increase significantly
  over the same period in the prior year. Total other expenses
  increased by $760  for the six-month period ended June 30, 1996
  compared to the same period in the prior year.  Of the total
  increase, $469 was attributable to increases in salaries and
  employee benefits and $427 in occupancy and equipment expense
  coupled with a decrease of $112 in other operating expenses. 
  The majority of these increases are related to the Family
  First merger and general growth of the Subsidiary Banks.  Total
  other expenses decreased by $130 for the three-month period
  ended June 30, 1996 over the comparable period.  The majority
  of this decrease is related to the expenses associated with
  merchant card processing service which was discontinued.
  
  
<PAGE>  
  Some Specific Factors Affecting Future Results of Operations
  
  Although future movement of interest rates cannot be predicted
  with certainty, the interest rate sensitivity of the
  Corporation's assets and liabilities are such that a decline in
  interest rates during the next few months would have a
  favorable impact on the Corporation's results of operations. 
  However, because overall future performance is dependent on
  many other factors, past performance is not necessarily an
  indication of future results and there can be no guarantee
  regarding future overall results of operations.
  
  
  Earnings Per Share Computation
  
  The Corporation's reported earnings per share of $0.28 and
  $0.53 per share for the three- and six-month periods ended June
  30, 1996 both take into account the dilutive effect of the
  Corporation's outstanding common stock equivalents, namely
  stock options and mandatory stock purchase contracts.
  
  The dilution results from the calculation of adjustments to
  both the number of weighted average shares outstanding and the
  Corporation's net income for the three- and six-month periods
  ended June 30, 1996.  The effect of these common stock
  equivalents was either not significant or anti-dilutive for the
    three- and six-month periods ended June 30, 1995.
    
<PAGE>
              GREATER COMMUNITY BANCORP AND SUBSIDIARIES
  
  
  PART II - OTHER INFORMATION
  
  Item 1 -  Legal Proceedings
  
    The Corporation is party in the ordinary course of business,
      to litigation involving collection matters, contract claims
      and other miscellaneous causes of action arising from its
      business.  Management does not consider that any such
      proceedings depart from usual routine litigation and in its
      judgement, neither the Corporation's consolidated financial
      position nor its results of operations will be affected
      materially by any present proceedings.
    
  Item 2 -  Changes in Securities
  
    None.
  
  
  Item 3 -  Default Upon Senior Securities
  
    None.
  
  Item 4 -  Submission of Matters to a Vote of Security Holders
    
    See form 10-QSB for quarter ended March 31, 1996 regarding
      the 1996 Annual Meeting of Stockholders held on April 30,
      1996.
  
  Item 5 -  Other information
  
    None.
  
  Item 6 -  Exhibits and Reports on Form 8-K
  
    (a)    Exhibits.  None.
  
    (b)    Reports on Form 8-K.  The following report on Form 8-K
             was filed during the quarter ended June 30, 1996:
  
           1.   Form 8-K filed June 25, 1996 reporting a change in
                  the Corporation's change of principal independent
                  accountants on June 18, 1996, including Exhibit
                  16.1, letter from Arthur Andersen LLP dated June
                  24, 1996
  
<PAGE>
           The following additional reports were filed after the 
             end of the quarter ended June 30, 1996:
  
           2.   Form 8-K/A filed July 2, 1996 amending the Form 8-K
                  referred to above regarding the change of principal
                  independent accountants
           
           3.   Form 8-K filed July 8, 1996 reporting the filing on
                  June 28, 1996 of the Certificate of Amendment of
                  Certificate of Incorporation changing the corporate
                  name from "Great Falls Bancorp" to "Greater
                  Community Bancorp" and increasing the authorized
                  common stock [Note: the text of this document was
                  previously filed as Exhibit 3.1 to Form 10-QSB for
                  the quarter ended March 31, 1996]
  
           4.   Form 8-K filed July 12, 1996 reporting the filing
                  on July 3, 1996 of the Restated Certificate of
                  Incorporation [Note: the text of this document was
                  previously filed as Exhibit 3.1 to such Form 8-K]
  
           5.   Form 8-K filed August 5, 1996 reporting the
                  adoption of a plan to reacquire the Corporation's
                  shares from time to time.
           
<PAGE>
SIGNATURES
  
  
  In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
  
  
  
  
  
  
  
                                GREATER COMMUNITY BANCORP
                                (Registrant)
  
  
  
  Date:  August 13, 1996        By:\s\Naqi A. Naqvi
                                Naqi A. Naqvi, Treasurer
                                (Duly Authorized Officer and
                                Principal Financial Officer)
  
  


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