GREATER COMMUNITY BANCORP
10QSB, 1997-08-11
STATE COMMERCIAL BANKS
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<PAGE>           
             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, 1997    
  
    [   ] 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)
  
                          (973) 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 - 2,081,447 shares at August 8, 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
         June 30, 1997 (unaudited) and December 31, 1996 . . . . 3
  
  
      Condensed Consolidated Statements of Income
         Three and Six months ended 
         June 30, 1997 and 1996 (unaudited). . . . . . . . . . . 4
  
  
      Condensed Consolidated Statements of Cash Flows
         Six months ended June 30, 1997 and 1996 (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 . . . . . . . . . . . . . . . . . . . . . 16
  
  
  
  Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 17
  
  
  
  
  
  
  
<PAGE>  
PART 1 - FINANCIAL INFORMATION
Item 1- Financial Statements
  
          GREATER COMMUNITY BANCORP AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEET
              (in thousands, except share data)
                                                                  
                                                   June 30,      December 31,
                                                     1997           1996   
  ASSETS                                          Unaudited           
  CASH AND DUE FROM BANKS-Non-interest-bearing     $ 16,568        $ 11,994
  FEDERAL FUNDS SOLD                                  2,705           6,300
            Total cash and cash equivalents          19,273          18,294
  DUE FROM BANKS - Interest-bearing                   4,447           4,481
  SECURITIES:                                       
     Available-for-sale                              66,667          52,251
     Held-to-maturity                                38,540          37,428   
                                                    105,207          89,679
LOANS                                               149,648         137,410
   Less - Allowance for possible loan losses          2,678           2,540
          Unearned income                               345             283
                                                    146,625         134,587
  PREMISES AND EQUIPMENT, net                         2,976           3,203
  OTHER REAL ESTATE OWNED                               510           1,834
  ACCRUED INTEREST RECEIVABLE                         2,165           1,906
  INTANGIBLE AND OTHER ASSETS                         3,993           2,522
            Total assets                           $285,196        $256,506
  
  LIABILITIES AND SHAREHOLDERS' EQUITY                  
  DEPOSITS:
     Non-interest-bearing                            56,548         $59,588
     Interest-bearing                                46,402          55,882
     Savings                                         27,477          25,918
     Time                                            90,413          81,854
            Total deposits                          220,840         223,242
  ACCRUED INTEREST                                    1,935           1,466
  OTHER LIABILITIES                                   1,846           1,590
  REPURCHASE AGREEMENTS                               6,302           4,159
  FEDERAL FUNDS PURCHASED                             3,700               -
  REDEEMABLE SUBORDINATED DEBENTURES                  4,870           4,988
  GUARANTEED PREFERRED BENEFICIAL INTEREST IN THE
   COMPANY'S SUBORDINATED DEBT                       23,000               -
            Total Liabilities                       262,493         235,445
  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, 2,081,447
        and 1,891,733 shares outstanding              2,081           1,892
    Additional paid-in capital                       19,687          17,841
    Retained earnings                                     -           1,209
    Unrealized holding gains on                                   
       securities available-for-sale                    935             307
   Treasury stock                                         -            (188)
     Total shareholders' equity                      22,703          21,061
      Total liabilities and shareholders' equity    285,196        $256,506

         (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,
       
                                              1997   1996      1997    1996
INTEREST INCOME                                   
 Loans, including fees                      $3,337 $3,137    $6,537  $6,165
 Securities                                  1,451  1,362     2,885   2,716
 Federal Funds sold and deposits with banks    206    108       335     249
        Total interest income                4,994  4,607     9,757   9,130

INTEREST EXPENSE
    Deposits                                 1,604  1,557     3,152   3,173
    Short-term borrowings                      174    189       322     342
    Long-term borrowings                       365      -       475       -
       Total interest expense                2,143  1,746     3,949   3,515

NET INTEREST INCOME                          2,851  2,861     5,808   5,615

PROVISION FOR POSSIBLE LOAN LOSSES             160     90       275     180
       Net interest income after
        provision for possible loan losses   2,691  2,771     5,533   5,435

OTHER INCOME                                   684    248     1,133     994
                                             3,375  3,020     6,666   6,429

OTHER EXPENSES
   Salaries and employee benefits            1,131  1,030     2,251   2,130
   Occupancy and equipment                     495    477       981   1,007
   Regulatory, professional and other fees     186    209       370     413
   Office expense                              148    130       292     247
   All other operating expenses                431    358       819   1,057
       Total other expenses                  2,391  2,204     4,713   4,854

       Income before income taxes and
          Minority interest                    984    815     1,953   1,575

PROVISION FOR INCOME TAXES                     358    293       728     571

       Income before minority interest         626    522     1,225   1,004

MINORITY INTEREST                             (16)      -        50       -
            
NET INCOME                                    $610   $522    $1,275  $1,004

WEIGHTED AVERAGE SHARES OUTSTANDING          2,529  2,420     2,533   2,420

NET INCOME PER SHARE                         $0.24  $0.22     $0.49   $0.43


       (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,    
                                                             1997     1996  
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                $ 1,275  $ 1,004 
 Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                                513      559 
  Accretion of discount on securities, net                     (16)     (71)
  Accretion of discount on debentures                            7      (49)
  Gain on sale of securities, net                              (50)       - 
  Gain on sale of other real estate owned                      (87)       - 
  Provision for possible loan losses                           275      180 
  (Increase) decrease in accrued interest receivable          (259)    (128)
  Increase in other assets                                  (1,471)    (218)
  Increase (decrease) accrued expenses and other liabilities   725      (70)
         Net cash provided by operating activities             912    1,207 
CASH FLOWS FROM INVESTING ACTIVITIES
   Available-for-sale securities - 
     Purchases                                             (25,330)  (8,409)
     Sales                                                   3,744    6,162 
     Maturities                                              8,008        - 
   Held-to-maturity securities -
     Purchases                                              (2,616) (13,771)
     Maturities                                              1,505   10,124 
   Net decrease in interest-bearing deposits with banks         34     (816)
   Net increase in loans                                   (12,313)  (6,836)
   Purchase of premises and equipment                         (286)    (586)
   Proceeds from sale of other real estate owned             1,411        - 
          Net cash used in investing activities            (25,843) (14,132)
CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) increase in deposit accounts              (2,402)  (3,563)
   Increase in federal funds purchased                       3,700        - 
   Increase in repurchase agreements                         2,143    6,705 
   Redeemable subordinated debentures                         (118)       - 
   Proceeds from sale of preferred securities               23,000        - 
   Dividends paid                                             (318)    (988)
   Proceeds from exercise of stock options                      51       29 
   Purchase of treasury stock                                 (155)       - 
   Other, net                                                    9        5
          Net cash provided by financing activities         25,910    2,188 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           979  (10,737)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              18,294    29,046

CASH AND CASH EQUIVALENTS, END OF PERIOD                   $19,273   $18,309


        (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, 1997 and the
  consolidated results of operations and cash flows for three and six months
  ended June 30, 1997 and 1996.  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, 1996.
  
  Dividend
  
  During June 1997, the Corporation's Board of Directors declared a 10% stock
  dividend followed by a cash dividend of 8 cents ($.08) per share, both of
  which are payable on July 31, 1997 to shareholders of record July 15, 1997.
  As a result of the declaration of the stock dividend, the number of the
  Corporation's outstanding shares as of June 30, 1997 increased to 2,081,447.
  The financial information in this report has been adjusted to reflect the
  dividends as of June 30, 1997.
  
  EARNINGS PER SHARE COMPUTATION
  
  The Corporation's reported earnings per share of $0.24 and $0.22 per share
  for the three-month periods ended June 30, 1997 and 1996, respectively, and
  the reported earnings per share of $0.49 and $0.43 per share for the 
  six-month periods ended on such date, all take into consideration the 
  dilutive effects 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, 1997 and 1996. 
  
  NEW ACCOUNTING PRONOUNCEMENT
  
  The Financial Accounting Standard Board ("FASB") has issued a Statement of
  Financial Accounting Standard ("SFAS") No. 128, Earnings Per Share ("EPS"),
  which is effective for financial statements issued after December 31, 1997.
  Once effective, the new standard will eliminate "primary" and "fully
  diluted" EPS and instead will require presentation of "basic" and "diluted
  EPS" in conjunction with the disclosure of the methodology used in computing
  such EPS.  "Basic EPS" excludes dilution and is computed by dividing income
  available to common shareholders by the weighted-average common shares
  outstanding during the period.  "Diluted EPS" takes into consideration the
  potential dilution that could occur if securities or other contracts to
  issue common stock were exercised and converted into common stock.
  
<PAGE>
  The adoption of this new standard is not expected to have a material impact
  on the disclosure of EPS.  The effect upon the Corporation's of adopting
  this new standard has not been determined.
  
  
  GUARANTEED PREFERRED BENEFICIAL INTEREST IN THE COMPANY'S SUBORDINATED DEBT
  
  In April 1997, the Corporation formed a wholly-owned non-banking subsidiary
  GCB Capital Trust (the "Trust").  The Trust was created under the Business
  Trust Act of Delaware for the sole purpose of issuing and selling Preferred
  Securities and common securities and using proceeds from the sale of the
  Preferred Securities and Common Securities to acquire Junior Subordinated
  Debentures (the "Debentures") issued by the Corporation.  Accordingly, the
  Junior Subordinated Debentures will be the sole assets of the Trust and
  payments under the Junior Subordinated Debentures will be the sole revenue
  of the Trust.  All of the Common Securities are owned by the Corporation.
  
  The Corporation's obligation under the debentures and related documents,
  taken together, constitute a full and unconditional guarantee by the
  Corporation of the Trust's obligations under the preferred securities. 
  Although the subordinated debentures will be treated as debt of the
  Corporation, they currently qualify for tier 1 capital treatment.  The
  securities have no maturity date and are callable by the Corporation on or
  about June 1, 2002, or earlier in the event the deduction of related
  interest for federal income taxes is prohibited, treatment as tier 1 capital
  is no longer permitted or certain other contingencies arise.  The preferred
  securities must be redeemed upon maturity of the debentures in year 2027.
  
  On May 21, 1997, the Corporation through the Trust sold 920,000 Preferred
  Securities at a liquidation amount of $25 per Preferred Security for an
  aggregate amount of $23,000,000.  It has a distribution rate of 10% per
  annum payable at the end of each calendar quarter.
              
              
<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, 1997 and the results of operations for
  the three- and six-month periods ended June 30, 1997 and 1996 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, 1996, and the other information
  herein.  The consolidated statement of condition as of June 30, 1997 and the
  statements of operations and cash flows for the three and six months ended
  June 30, 1997 and 1996 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, the term "Subsidiary Banks" as used  herein refers
  to Great Falls Bank and Bergen Commercial Bank and the term "Trust" as used
  herein refers to GCB Capital Trust.  Data is presented for both the
  Corporation and the Subsidiaries unless otherwise noted.  All dollar
  figures, except for per share data, are set forth in thousands.
  
  
  A.  Financial Condition:  June 30, 1997 and December 31, 1996
  
  As of June 30, 1997, the Corporation's total assets were $285.2 million, an
  increase of $28.7 million or 11% compared to the amount reported at December
  31, 1996.  This increase resulted primarily from the net proceeds of the
  Corporation's issuance, during the second quarter of 1997, of $23 million
  in debentures in connection with the Trust's offering of Preferred
  Securities.  Cash and due from banks increased by $4.6 million or 38%
  whereas federal funds sold decreased by $3.6 million or 57%. The majority
  of the decrease in federal funds sold was offset by increases in cash and
  due from banks.
  
  Investment Securities
  
  Investment Securities totaled $105.2 million at June 30, 1997, an increase
  of $15.5 million or 17% compared to the amount reported at December 31,
  1996.  The increase in investment securities is a direct result of the
  proceeds from the sale of Preferred Securities by the Trust.  Management
  reviews the investment portfolio continually to achieve maximum yields
  without having to sacrifice the high quality of the investments. Of the
  total investments, 51.6% 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.
  
  At June 30, 1997, 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 $935,
  net of taxes, as a component of shareholders' equity.  This was an increase
  of $628 from the $307 amount recorded at December 31, 1996.
  
  
<PAGE>  
  Loan Portfolio
  
  The Corporation's loan portfolio net of allowance for possible loan losses
  at June 30, 1997 totaled $146.6 million, an increase of $12.0 million or 9%
  compared to the amount reported at December 31, 1996.  The increase in loans
  is primarily due to increased loan demand in both Passaic and Bergen
  counties.
  
  
  Other Real Estate Owned
  
  As of June 30, 1997, other real estate totaled $510, a decrease of $1,324 
  or 72% when compared to the amount reported at December 31, 1996.  The
  decrease is primarily due to the sale of three properties owned where the
  Corporation recognized gains from sale of $87,000.
  
  Deposits
  
  Total deposits at June 30, 1997 were $220.8 million, a decrease of $2.4
  million or 1% relative to the amount reported at December 31, 1996.  Within
  the components of total deposits, non-interest and interest-bearing demand
  deposits decreased by $3.0 million or 5% and $9.4 million or 17%,
  respectively.  This decrease was offset by increases in savings deposits and
  time deposits of $1.6 million or 6% and $8.6 million or 10%, respectively. 
  Of the total deposits, time deposit accounts for 41%, savings deposits
  accounts for 12% and the balance of 47% in non-interests and interest-
  bearing demand deposits.
  
  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,
  1997,  sources of liquidity include $19.3 million in cash and cash
  equivalents, and $66.7 million in securities available-for-sale.
  
  On May 21, 1997, the Corporation through the Trust sold 920,000 Preferred
  Securities at a liquidation amount of $25 per Preferred Security for an
  aggregate amount of $23,000,000.  It has a distribution rate of 10% per
  annum payable at the end of each calendar quarter.
  
  The proceeds received by the Corporation from the Trust will be used for
  general corporate purposes which may include branch acquisitions of other
  financial institutions.  Im addition, a portion of the proceeds may be
  contributed through investments in or advances to the Bank subsidiaries.
  
  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.  At June 30, 1997,
  the Corporation and its Subsidiary Banks are "well capitalized", as defined
  by appropriate regulatory authority.
  
<PAGE>  
  The following table sets forth selected regulatory capital ratios for the
  Corporation and the Subsidiary Banks at June 30, 1997:
  
                              Greater     Great   Bergen    "Well Capitalized"
                              Community   Falls   Comercial  (Under FDIC
                              Bancorp     Bank    Bank        Regulations)
                                               
Tier I leverage ratio            10.54%    6.87%    9.30%       5%
Tier I risk-based capital ratio  15.94%   10.96%   13.50%       6%
Tier I and Tier II risk-based             
 capital ratio                   28.88%   12.22%   14.75%       10%
  
  
  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. 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 non-performing assets are delinquent loans, nonperforming
  assets and renegotiated loans.  Each component is discussed in greater
  detail below. Non-performing 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 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

<PAGE>
  new terms than through foreclosure, liquidation, or other disposition.  ORE
  includes both loan collateral that has been formally 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.
  
  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,
                                              1997          1996     
  
Non-accruing loans                           $1,780        $1,033
Renegotiated loans                              803           726
     Total non-performing loans              $2,583        $1,759
  
Loans past due 90 days and accruing          $1,178           876
Other real estate                               510         1,834
     Total non-performing assets             $4,271        $4,469
  
  
Asset Quality Ratios 
Non-performing loans to total gross loans     1.73%          1.28%
Non-performing assets to total gross loans    2.85%          3.25%
Non-performing assets to total assets         1.63%          1.74%
Allowance for possible loan losses to                                  
     non-performing loans                   103.68%        144.40%
Allowance for possible loan losses to gross
   loans                                      1.79%          1.85%
  
  
  Of the net increase in non-accruing loans of $747 for the six months ended
  June 30, 1997 when compared to December 31, 1996, $566 is the addition of
  one loan which is guaranteed by Small Business Administration for up to 75%
  of its value and is further collaterized by a first mortgage. During the six
  months ended June 30, 1997, gross interest income of $62 would have been
  recorded on loans accounted for on a non-accrual 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.
  
  
  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-accruing loans where situations exist which have reduce the probability
  of collection in accordance with contractual terms.
  
  
  
<PAGE>  
  As of June 30, 1997 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           $1,614            $ 281
    No valuation allowance required             -                -
  
    Total impaired loans                   $1,614            $ 281
  
  
  
  This valuation allowance is included in the allowance for possible loan
  losses on the Corporation's consolidated balance sheet.
  
  The average recorded investment in impaired loans for the six-month period
  ended June 30, 1997 was $1,600.  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,
  1997.
  
  
  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, 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, 1997
  of $2,678 or 103.68% 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.
  
  
  
  
<PAGE>  
  The following table represents transactions affecting the allowance for
  possible loan losses during the six-month period ended June 30, 1997.
  
  Balance at beginning of period, December 31, 1996    $2,540
  Charge-offs:
    Commercial, financial and agricultural                191
    Real estate--mortgage                                   -
    Installment loans to individuals                        1
    Credit cards and related plans                         14
                                                          206
  Recoveries:
    Commercial, financial and agricultural                 64
    Real estate--mortgage                                   4
    Installment loans to individuals                        -
    Credit cards and related plans                          1
                                                           69
  Net charge-offs                                         137
  Provision charged to operations
     during the six-month period                          275
  
  Balance at end of period, June 30, 1997              $2,678
  
  Ratio of net charge-offs during the
  six-month period to average loans
  outstanding during that period                        0.10%
  
  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, 1997.
  
  
  Balance at June 30, 1997
  applicable to:                                      
                                                        Percent of
                                                        Loans in each
                                            Percent of  category to
                                   Amount   Allowance   total loans   
                                                
  Commercial, financial
    and agricultural               $1,181      44%         52%     
  Real estate- construction            26       1%          4%     
  Real estate- mortgage               792      30%         37%
  Installment loans to individuals    273      10%          7%     
  Unallocated                         406      15%        n.a.     
  
    Total                          $2,678     100%        100%     
  
  
  
  Management has determined from continued evaluation of the various elements
  of the loan portfolio, previous charge-off experience, collateral evaluation
  and borrowers' 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.
  
  
<PAGE>  
  B.  Results of Operations:  Three and Six Months ended June 30, 1997 and
  1996
  
  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 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 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, 1997.  The Corporation earned net income
  of $610 or $0.24 per share and $1,275 or $0.49 per share, for the three- and
  six-month periods ended June 30, 1997, compared to $522 or $0.22 per share
  and $1,004 or $0.43 per share, for the same periods in 1996.
  
  Interest income increased by $387 and $628 for the three- and six-month
  periods ended June 30, 1997 over the corresponding period in 1996. The
  increases primarily due to increases in average income-yielding assets.
  Other income increased by $436 for the three-month period ended June 30,
  1997 over the comparable period in 1996. The majority of such increase is
  directly related to increase in fee income from service charges on deposits
  coupled with gain on sale of other real estate owned.
  
  Total interest expense increased by $397 and $434 for the three- and 
  six-month periods ended June 30, 1997 over the corresponding period in the 
  prior year, primarily due to an increase in average federal funds borrowing
  coupled with interest expense related to the junior subordinated debt. 
  Total other expenses decreased by $141  for the six-month period ended June
  30, 1997 compared to the same period in the prior year primarily as a result
  of management's efforts to consolidate various operational functions of the
  Subsidiary Banks.  Of the total decrease, $238 was attributable to decreases
  in all other expenses coupled with an increase in salaries and employee
  benefits of $121.  Total other expenses increased by $187 for the 
  three-month period ended June 30, 1997 over the comparable period.  
  The majority of this increase is related to the increase in salaries 
  and employee benefits.
  
  
  
  
<PAGE>  
  The provision for possible loan losses for the three- and six-month periods
  ended June 30, 1997 was $160 and $275, respectively. This represents 
  increases of $70 and $95 compared to the same periods in the prior year. 
  Management increased the provisions primarily as a result of the increased
  loan portfolio.
  
  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 and its subsidiaries are parties 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 -  Defaults Upon Senior Securities
  
    None.
  
  Item 4 -  Submission of Matters to a Vote of Security Holders
    
    See form 10-QSB for quarter ended March 31, 1997 regarding the 1997
      Annual Meeting of Stockholders held on April 15, 1997.
  
  Item 5 -  Other information
  
    None.
  
  Item 6 -  Exhibits and Reports on Form 8-K
  
    (a)    Exhibits.  None.
  
    (b)    Reports on Form 8-K.  No reports on Form 8-K were filed during the
             quarter ended June 30, 1997.
  
           
<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 8, 1997                   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>                   6-MOS
<FISCAL-YEAR-END>                       DEC-31-1997
<PERIOD-START>                          JAN-01-1997
<PERIOD-END>                            JUN-30-1997
<CASH>                                        16568 
<INT-BEARING-DEPOSITS>                         4447 
<FED-FUNDS-SOLD>                               2705
<TRADING-ASSETS>                                  0
<INVESTMENTS-HELD-FOR-SALE>                   66667
<INVESTMENTS-CARRYING>                        38540  
<INVESTMENTS-MARKET>                          38048
<LOANS>                                      149303   
<ALLOWANCE>                                   (2678)
<TOTAL-ASSETS>                               285196    
<DEPOSITS>                                   220840
<SHORT-TERM>                                  10002
<LIABILITIES-OTHER>                            3781
<LONG-TERM>                                   27870
<COMMON>                                       2081 
                             0
                                       0
<OTHER-SE>                                    19687  
<TOTAL-LIABILITIES-AND-EQUITY>               285196
<INTEREST-LOAN>                                6537
<INTEREST-INVEST>                              2885 
<INTEREST-OTHER>                                335 
<INTEREST-TOTAL>                               9757 
<INTEREST-DEPOSIT>                             3152 
<INTEREST-EXPENSE>                             3949 
<INTEREST-INCOME-NET>                          5808
<LOAN-LOSSES>                                   275
<SECURITIES-GAINS>                                0
<EXPENSE-OTHER>                                4713 
<INCOME-PRETAX>                                1953 
<INCOME-PRE-EXTRAORDINARY>                        0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0      
<NET-INCOME>                                   1275 
<EPS-PRIMARY>                                  0.49
<EPS-DILUTED>                                     0
<YIELD-ACTUAL>                                    0  
<LOANS-NON>                                    1780 
<LOANS-PAST>                                   1178
<LOANS-TROUBLED>                                  0
<LOANS-PROBLEM>                                   0
<ALLOWANCE-OPEN>                               2540 
<CHARGE-OFFS>                                   206
<RECOVERIES>                                     69
<ALLOWANCE-CLOSE>                              2678 
<ALLOWANCE-DOMESTIC>                           2678
<ALLOWANCE-FOREIGN>                               0        
<ALLOWANCE-UNALLOCATED>                         406
        


</TABLE>


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