GREATER COMMUNITY BANCORP
10QSB, 1996-11-14
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        September 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 - 1,883,667 shares at November 12, 1996.
  
  
    Transition Small Business Disclosure Format (check one);
    Yes               No     X   
          
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          GREATER COMMUNITY BANCORP AND SUBSIDIARIES
  
                            INDEX
  
  
                                                         PAGE
  
  PART  I  -  FINANCIAL INFORMATION
  
  
    Item  1  -  Financial Statements
  
  
      Condensed Consolidated Balance Sheet
         September 30, 1996 (unaudited)
            and December 31, 1995. . . . . . . . . . . . .  3
  
  
      Condensed Consolidated Statements of Income
         Three and Nine months ended 
         September 30, 1996 and 1995 (unaudited) . . . . . .4
  
  
      Condensed Consolidated Statements of Cash Flows
         Nine months ended September 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 . . . . . .8
  
  
  
  PART  II  -  OTHER INFORMATION
  
  Items  1  through  6 . . . . . . . . . . . . . . . . . . 19
  
  
  
  Signatures . . . . . . . . . . . . . . . . . . . . . . . 18
  
  
  
  
  
  
<PAGE>  
  PART 1 - FINANCIAL INFORMATION
           Item 1- Financial Statements
  
          GREATER COMMUNITY BANCORP AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEET
              (in thousands, except share data)
                                                                  
  
                                          September 30,     December 31,
                                          1996              1995   
                                          Unaudited
  ASSETS                                                          
  Cash and due from banks-                             
  Non-interest-bearing                         $ 12,619   $ 11,471
  Federal funds sold                              4,150     17,575
                                                 16,769     29,046
  Due from banks - Interest-bearing               1,338      1,148
  Investment Securities Available-for-sale       52,970     47,835
  Investment Securities Held-to-maturity         39,324     36,151
                                                 92,294     83,986
  Loans, Net                                    136,421    129,107
  Premises and equipment, net                     2,862      3,082
  Accrued interest receivable                     1,943      1,977
  Other real estate owned                         2,130      2,070
  Other assets                                    2,783      2,629
          TOTAL ASSETS                         $256,540   $253,045
  
  LIABILITIES AND SHAREHOLDERS' EQUITY                  
  Deposits:
    Demand                                                        
      Non-interest-bearing                       53,490    $46,332
      Interest-bearing                           52,185     59,141
    Savings                                      25,491     26,030
    Time                                         89,453     91,263
                                                220,619    222,766
  Accrued interest and other liabilities          3,484      2,952
  Federal funds purchased and securities
   sold under agreements to repurchase            7,276      2,756
  Redeemable subordinated debentures              4,986      4,976
          TOTAL LIABILITIES                     236,365    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, 1,883,667
        and 1,709,451 shares outstanding         1,884      1,709 
    Additional paid-in capital                  17,783     15,231 
    Retained earnings                              503      2,102 
    Unrealized holding gain on                                    
       securities available-for-sale               125        553 
    Treasury stock, at cost (8,200 shares)        (120)        -  
    TOTAL SHAREHOLDERS' EQUITY                  20,175     19,595 
    TOTAL LIABILITIES AND                     
    SHAREHOLDERS' EQUITY                      $256,540    $253,045 
                               
  (See notes to Condensed Consolidated Financial Statements)   
               
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               GREATER COMMUNITY BANCORP AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (in thousands, except per share data)
                              (Unaudited)

                                         Three Months     Nine Months  
                                        Ended Sept. 30,   Ended Sept. 30,
                                          1996     1995   1996    1995

INTEREST INCOME                               
    Interest on loans, including fees   $3,218   $3,216 $9,383  $8,724
    Interest on investment securities    1,447    1,343  4,163   3,462
    Interest on Federal Funds                 
      sold and deposits with banks         106      180    355     352     
                                         4,771    4,739 13,901  12,538

INTEREST EXPENSE
     Interest on deposits                1,636    1,577  4,809   4,145
     Interest on borrowings                208      158    550     474

                                         1,844    1,735  5,359   4,619

                                         2,927    3,004  8,542   7,919

PROVISION FOR POSSIBLE LOAN LOSSES         110      134    290     295
    NET INTEREST INCOME AFTER
     PROVISION FOR POSSIBLE LOAN LOSSES  2,817    2,870  8,252   7,624

OTHER INCOME                               465      264  1,459   1,143
                                         3,282    3,134  9,711   8,767

OTHER EXPENSES
   Salaries and employee benefits        1,029    1,030  3,159   2,691
   Occupancy and equipment                 480      256  1,487     836
   Amortization of intangibles              27       54     85     136
   FDIC Assessment                         293      170    354     251
   Other operating expenses                731      786  2,329   2,476

                                         2,560    2,296  7,414   6,390

INCOME BEFORE INCOME TAXES                 722      838  2,297   2,377

PROVISION FOR INCOME TAXES                 245      317    816     834

      NET INCOME                          $477     $521 $1,481  $1,543

WEIGHTED AVERAGE SHARES OUTSTANDING      1,880    1,868  1,881   1,801


NET INCOME PER SHARE                     $0.23    $0.28  $0.70   $0.86

       (See notes to Condensed Consolidated Financial Statements)              
       
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            GREATER COMMUNITY BANCORP AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands)
                             (Unaudited)
                                                    Nine Months Ended
                                                      September 30, 
                                                     1996    1995  
OPERATING ACTIVITIES
 Net income                                         $ 1,481  $ 1,135 
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                        810      298 
   Accretion of discount on securities, net            (149)     (74)
   Realization of discount on investment securities     (49)      -  
   (Loss) Gain on sale of securities, net                (4)     141 
   Provision for possible loan losses                   290      240 
   Decrease (increase) in accrued interest receivable    34      (51)
   Increase in other assets                            (214)    (129)
   (Decrease)increase in accrued interest and other
     liabilities                                       (542)   1,676 
          Net cash provided by operating activities   1,657    3,236 
INVESTING ACTIVITIES
 Purchases of investment securities avaiable-for-sale(11,174) (8,975)
 Sales or maturities of investment securities
   Held-to-maturity                                    6,665    6,929 
 Purchases of investment securities held-to-maturity  (13,771)(10,795)
 Maturities of investment securities
       available-for-sale                              10,598   7,526 
   Net decrease in interest-bearing
  deposits with banks                                    (191)    927 
   Net increase in loans                               (7,604) (3,676)
   Purchase of premises and equipment                    (590) (1,473)
                                                                   
          Net cash used in investing activities       (16,067) (9,537)
FINANCING ACTIVITIES
   Net (decrease) increase in deposits                 (2,147)  7,192 
   Net increase in repurchase agreements                4,520     350 
   Dividends paid on common stock                        (394)   (129)
   Purchase of treasury stock                             120        _ 
   Proceeds from exercise of stock options                 29        - 
   Cash acquired through purchase transaction              -     4,045
   Other, net                                               5        -  
          Net cash provided by financing activities     2,133   11,458

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  (12,277)   5,157

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         29,046    4,289

CASH AND CASH EQUIVALENTS, END OF PERIOD              $16,769   $9,446

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid during period for:
     Interest                                          $3,287   $2,961 
     Income taxes                                         559      561 
   Common stock issued in purchase transaction             -     1,802 
       (See notes to Condensed Consolidated Financial Statements)


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     NOTES TO CONDENSED 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 September 30, 1996 and the consolidated results of
  operations and cash flows for three and nine months ended
  September 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, through an exchange of stock in which the Corporation
  issued 692,228 shares. The acquisition was accounted for under
  the pooling method of accounting.
  
  
  Dividend
  
  During September 1996, the Corporation's Board of Directors
  declared a cash dividend of 7 cents ($.07) per share, Which is
  payable on November 1, 1996 to shareholders of record October
  15, 1996. The financial information in this report has been
  adjusted to reflect the dividends payable as of September 30,
  1996.
  
  
  RECENT LEGISLATION
  
  The earnings of the Corporation, through the subsidiary banks,

<PAGE>
  are and will be affected from time to time by legislative
  actions taken by the United States Government.
  
  On September 30, 1996, the President of the United States
  signed the legislation which contains the Deposit Insurance
  Fund Act of 1996 to recapitalize the Savings Association
  Insurance Fund ("SAIF").  Under this legislation, the Federal
  Deposit Insurance Corporation ("FDIC") has levied a special
  assessment on SAIF assessable deposits held as of March 31,
  1995.  The Corporation in its acquisition of Family First
  Federal Savings Bank in 1995, had acquired deposits which are
  considered SAIF assessable deposits and are subject to this
  special assessment.
  
  The Corporation estimated and recorded $263,317 as its portion
  of this special assessment in the statements of income for the
  three and nine-month periods ended September 30, 1996.  The
  assessment was based on $58 million in SAIF deposits.  For
  accounting purposes, this special assessment was treated as a
  third quarter of 1996 event.
  
  The legislation is expected to reduce the future annual deposit
  insurance cost for SAIF deposits.  The Corporation anticipates
  that such reductions, which are to become effective in 1997,
  will equal the $263,317 charge in approximately 3 years.
  
  Earnings Per Share Computation
  
  The Corporation's reported earnings per share of $0.23 and
  $0.70 per share for the three and nine-month periods ended
  September 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 nine-month periods
  ended September 30, 1996.  The effect of these common stock
  equivalents was either not significant or anti-dilutive for the
  three and nine-month periods ended September 30, 1995.          
    
<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 September 30, 1996 and
  the results of operations for the three and nine-month periods
  ended September 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 September 30, 1996 and the statements of
  operations and cash flows for the three and nine months ended
  September 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 Greater Community 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: September 30, 1996 and December 31,
  1995
  
  As of September 30, 1996, the Corporation's total assets were
  $256,540 an increase of $3,495 or 1.4% compared to the amount
  reported at December 31, 1995.  Non-interest bearing cash and
  due from banks increased by $1,148 or 10.0% whereas federal
  funds sold decreased by $13,425 or 76.4%. Substantially all of
  the decrease in federal funds sold was offset by increases in
  both investment securities and loans.  Interest bearing due
  from banks increased by $190 or 16.5% primarily due to
  additional investing in such assets when compared to the amount
  reported at December 31, 1995.
  
  Investment Securities
  
  Investment Securities totaled $92,294 at September 30, 1996, an
  increase of $8,308 or 9.9% compared to the amount reported at
  December 31, 1995.  Management reviews the investment portfolio
  continually to achieve maximum yields without having to
  
<PAGE>  
  sacrifice the high quality of the investments. Of the total,
  47.6% of the investments are in U.S. Government obligations,
  20.6% in U.S. Government agency obligations, 22.1% in mortgage
  backed securities and the balance in municipal and other 
  securities.
  
  At September 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 $125, net of
  taxes, as a component of shareholders' equity.  This was a
  decrease of $428 from the $553 amount recorded at December 31,
  1995 primarily due to the change in market conditions.
  
  
  Loan Portfolio
  
  The Corporation's loan portfolio net of allowance for possible
  loan losses at September 30, 1996 totaled $136,421, an increase
  of $7,314 or 5.7% 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 September 30, 1996, other real estate totaled $2,130, an
  increase of $60 or 3.0% when compared to the amount reported at
  December 31, 1995.
  
  Deposits
  
  Total deposits at September  30, 1996 were $220,619, a decrease
  of $2,147 or 1.0% relative to the amount reported at December
  31, 1995.  Within the components of total deposits, non-interest 
  bearing demand deposits increased by $7,158 or 15.4% 
  while interest-bearing demand deposits, savings and time
  deposits decreased by $6,956 or 11.8%, $539 or 2.1% and $1,810
  or 2.0%, respectively. The decreases in these components are
  primarily due to the continuing customer's search for high
  yields on deposits at maturity and normal withdrawals.
  
  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
  
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  Liability Management Committees. At September 30, 1996, 
  sources of liquidity include $13,957 in cash and due from
  banks, $4,150 in federal funds sold and securities 
  available-for-sale of $52,970.
  
  
  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 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.   At September 30, 1996, the Corporation and
  Subsidiary Banks exceed the "Well Capitalized" ratios as
  determined by the appropriate regulatory authorities.  The
  following table sets forth the regulatory capital ratios for
  the Corporation and the Subsidiary Banks and the required
  regulatory ratios at that date.
                                                                   Well
                                   Greater     Great  Bergen       Capitalized
                                   Community   Falls  Commercial   (Under FDIC
                                   Bancorp     Bank   Bank         Regulation)
                                                                       
  
  Tier I leverage ratio             7.71%      6.73%   9.14%        5%
  Tier I risk-based capital ratio  12.40%      1.72%  13.34%        6%
  Tier I and Tier II risk-based
   capital ratio                   16.93%     12.98%  14.51%       10%
  
  
<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, the general
  real estate interest rates have shown an upward trend, 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 repossessed. 
  
  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.
  
                                         September 30,     December 31,
                                             1996            1995     
  
  Non-accruing loans                          $  994         $1,422
  Renegotiated loans                           1,003            517
       Total non-performing loans             $1,997         $1,939
                                                   
  Loans past due 90 days and accruing         $1,885          1,125
  Other real estate                            2,122          2,070
       Total non-performing assets            $6,004         $5,134
  
  
  Asset Quality Ratios 
  Non-performing loans to total gross loans     1.44%         1.47%
  Non-performing assets to total gross loans    4.32%         3.80%
  Non-performing assets to total assets         2.33%         2.03%
  Allowance for possible loan losses to                 
     non-performing loans                     121.28%       120.27%
  Allowance for possible loan losses to gross
   loans                                        1.74%         2.28%
  
  
  During the nine months ended September 30, 1996, gross interest
  income of $146 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  - The Corporation measures its allowance for
  possible loan losses using the following information.  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 September 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           $  995              $ 512
    No valuation allowance required           206                  -
    Total impaired loans                   $1,201              $ 512
  
  
  
  This valuation allowance is included in the allowance for
  possible loan losses on the Corporation's Balance Sheet
  
  The average recorded investment in impaired loans for the 
  nine-month period ended September 30, 1996 was $1,400.
  
  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 $21 for the
  nine-month period ended September 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
  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,
  
<PAGE>  
  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 September 30, 1996 of $2,422 or 121.28% 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 September 30, 1996, the allowance for possible loan losses
  increased by $90 over the amount recorded at December 31, 1995. 
  The following table represents transactions affecting the
  allowance for possible loan losses during the nine-month period
  ended September 30, 1996.
  
  
                                                             
  Balance at beginning of period, December 31, 1995    $2,332
  
  Charge-offs:
    Commercial, financial and agricultural                 88
    Real estate--mortgage                                 214
    Installment loans to individuals                       13
                                                          315
  Recoveries:
    Commercial, financial and agricultural                 90
    Real estate--mortgage                                  16
    Installment loans to individuals                        9
                                                          115
  Net charge-offs                                         200
  Provision charged to operations
     during the nine-month period                         290
  
  Balance at end of period, September 30, 1996         $2,422
  
  Ratio of net charge-offs during the
  nine-month period to average loans
  outstanding during that period                        0.15%
  
  
  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

<PAGE>
  to total loans in the allowance, and the percent of loans in each category
  to total loans, at September 30, 1996.
  
  
  Balance at September 30, 1996
  applicable to:                                      
                                                      Percent of
                                                      Loans in each
                                      Percent of      category to
                             Amount   Allowance       total loans   
                                                
  Commercial, financial
    and agricultural         $   877      36%                  31%     
  Real estate--mortgage          660      27%                  55%     
  Installment loans                    
    to individuals               307      13%                  14%     
  Unallocated                    578      24%                  n.a.     
                                     
Total                        $ 2,422     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.
  
  Treasury stock
  
  During the third quarter of 1996, the Corporation, after having
  adopted a plan in that quarter to reacquire the Corporation's
  shares from time to time, reacquired 8,200 of its shares in the
  market for a total cost of $120. The Corporation expects to use
  the reacquired shares to assist in funding obligations under
  outstanding stock options, the Dividend Reinvestment Plan and
  for future stock dividends.
  
  
  B.  Results of Operations:  Three and nine months ended
  September 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

<PAGE>  
  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
  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 Nine Months Ended September 30, 1996.  The
  Corporation earned net income of $477 or $0.23 per share and
  $1,481 or $0.70 per share, for the three and nine-month periods
  ended September 30, 1996, compared to $521 or $0.28 per share
  and $1,543 or $0.86 per share, for the same period in 1995.  
  
  The Corporation's earnings for the three and nine-month periods
  ended September 30, 1996 were adversly affected by  recent
  legislation known as the Deposit Insurance Fund Act of 1996,
  enacted to recapitalize the Savings Association Insurance Fund. 
  As a result of this new legislation, the Corporation was
  required to estimate and record $263 before income taxes as its
  portion of the assessment.  Had this assessment been not
  recorded, net income would have been $635 and $1,639 for the
  three and nine-month periods ended September 30, 1996.
  
  Interest income increased by $32 and $1,363 for the three and
  nine-month periods ended September 30, 1996 over the
  corresponding period in 1995. The increase is primarily due to
  an increase in average earning assets. Other income increased
  by $201 and $316 for the three- and nine-month periods ended
  September 30, 1996 over the comparable period in 1995. The
  majority of such increase is directly related to the general
  growth of the Subsidiary Banks.
  
<PAGE>
  Total interest expense increased by $109 and $740,
  respectively, for the three and nine-month periods ended
  September 30, 1996 over the corresponding period in the prior
  year, primarily due to an increase in average rate related
  liabilities. Total other expenses increased by $264 and $1,024
  for the three and nine-month periods ended September 30, 1996
  over the comparable period in the prior year which primarily
  related to the increase in FDIC assessment. Of the total
  increase for the nine-month period, $468 was attributable to
  increases in salaries and employee benefits and $651 in
  occupancy and equipment expense. FDIC assessment increased by
  $103. The majority of these increases are related to the Family
  First merger and general growth of the Subsidiary Banks. 
  Amortization expense of intangibles and other operating
  expenses decreased by $51 and $147, respectively, for the 
  nine-month period ended September 30, 1996 over the comparable
  period in 1995.  The majority of this decrease is related to
  the expenses associated with merchant card processing service
  which was discontinued.
  
  
  
  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.
  
<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 miscelleneous 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 operation 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
    
    None.
  
  Item 5 -  Other information
  
    None.
  
  Item 6 -  Exhibits and Reports on Form 8-K
  
    (a)    Exhibits.  None.
  
    (b)    Reports on Form 8-K.  See Part II, Item 6(b) of the
             Form 10-QSB filed for the period ended June 30, 1996
             with respect to three Forms 8-K filed during July and
             August 1996.  No Form 8-K was filed during the quarter
             ended September 30, 1996 after the Form 8-K was 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: November 14, 1996   By: /s/ Naqi A. Naqvi                               
                            Naqi A. Naqvi, Treasurer
                            (Duly Authorized Officer and
                             Principal Financial Officer)
  
  


<TABLE> <S> <C>

<PAGE>
<ARTICLE>  9
<MULTIPLIER>  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                       DEC-31-1996
<PERIOD-START>                          JAN-01-1996
<PERIOD-END>                            SEP-30-1996
<CASH>                                        12619 
<INT-BEARING-DEPOSITS>                         1338 
<FED-FUNDS-SOLD>                               4150
<TRADING-ASSETS>                                  0
<INVESTMENTS-HELD-FOR-SALE>                   52960
<INVESTMENTS-CARRYING>                        37359  
<INVESTMENTS-MARKET>                          39324
<LOANS>                                      136421   
<ALLOWANCE>                                  (2422)
<TOTAL-ASSETS>                               256540    
<DEPOSITS>                                   220619
<SHORT-TERM>                                      0
<LIABILITIES-OTHER>                           10760 
<LONG-TERM>                                    4986
<COMMON>                                       1884 
                             0
                                       0
<OTHER-SE>                                    18291  
<TOTAL-LIABILITIES-AND-EQUITY>               256540   
<INTEREST-LOAN>                                9383
<INTEREST-INVEST>                              4163 
<INTEREST-OTHER>                                355 
<INTEREST-TOTAL>                              13901 
<INTEREST-DEPOSIT>                             4809 
<INTEREST-EXPENSE>                             5359 
<INTEREST-INCOME-NET>                          8542
<LOAN-LOSSES>                                   290
<SECURITIES-GAINS>                                0
<EXPENSE-OTHER>                                7414 
<INCOME-PRETAX>                                2297
<INCOME-PRE-EXTRAORDINARY>                        0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0      
<NET-INCOME>                                   1881
<EPS-PRIMARY>                                  0.79
<EPS-DILUTED>                                  0.70
<YIELD-ACTUAL>                                    0
<LOANS-NON>                                     994 
<LOANS-PAST>                                   1885
<LOANS-TROUBLED>                                  0
<LOANS-PROBLEM>                                   0
<ALLOWANCE-OPEN>                               2332 
<CHARGE-OFFS>                                   315
<RECOVERIES>                                    115
<ALLOWANCE-CLOSE>                              2422 
<ALLOWANCE-DOMESTIC>                           2422
<ALLOWANCE-FOREIGN>                               0        
<ALLOWANCE-UNALLOCATED>                         578
        


</TABLE>


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