MIDLANTIC CORP, S-3, 1994-06-17

MIDLANTIC CORP
S-3, 1994-06-17
NATIONAL COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1994

REGISTRATION NO. 33-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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MIDLANTIC CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
NEW JERSEY 22-2699903
(State or other jurisdiction
of
incorporation or (I.R.S. Employer
organization) Identification No.)
</TABLE>

METRO PARK PLAZA, P.O. BOX 600

EDISON, NEW JERSEY 08818

(Address of Principal Executive Offices, including Zip Code)

JOSEPH H. KOTT

EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL

METRO PARK PLAZA

P.O. BOX 600

EDISON, NEW JERSEY 08818

(Name and address of agent for service)

(908) 321-8127

(Telephone number, including area code, of agent for service)

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: July 15,
1994

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /x/

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /

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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $3.00 per share...... 1,500,000 $ 30.00 $ 45,000,000.00 $ 15,518.00
</TABLE>

(1) Pursuant to Rule 457(c), the proposed maximum offering price per share and
the proposed maximum aggregate offering price are estimated solely for the
purpose of computing the registration fee based upon the high and low prices
of such stock as reported by the Automated Quotation System of the National
Association of Securities Dealers, Inc. ('NASDAQ') on June 16, 1994.

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PROSPECTUS

MIDLANTIC CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

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The Dividend Reinvestment and Stock Purchase Plan (the 'Plan') of Midlantic
Corporation (the 'Company') provides shareholders with a simple and convenient
method of purchasing additional shares of the common stock of the Company, $3.00
par value (the 'Common Stock') WITHOUT PAYMENT OF ANY BROKERAGE COMMISSION OR
SERVICE FEE. Any holder of record of Common Stock is eligible to join the Plan.
Holders of Common Stock who do not participate in the Plan will receive cash
dividends, as declared, in the usual manner.

Participants in the Plan may:

o have cash dividends on their shares of Common Stock automatically
reinvested in additional whole and fractional shares of Common Stock, and

o purchase additional whole and fractional shares of Common Stock with
optional cash payments of up to $3,000 per month.

Employees of the Company and its affiliated companies may participate and
make optional cash payments conveniently through automatic payroll deductions.
See Question No. 24 for details.

Purchases of Common Stock by the Plan Administrator pursuant to the Plan
may be made directly from the Company or on the open market, at the discretion
of senior management of the Company.

The price of shares of Common Stock purchased with reinvested cash
dividends will be 97% of (i) the average of the high and low sale prices of a
share of Common Stock reported on the NASDAQ National Market System on the
relevant investment date or (ii) the weighted average sales price actually paid
by the Independent Agent for shares of Common Stock with respect to a particular
dividend payment date, in the case of Common Stock purchased on the open market.
The price of shares of Common Stock purchased with optional cash payments will
be 100% of comparable average prices. The Plan does not represent a statement of
dividend policy or a guarantee of future dividends. Dividends will be within the
discretion of the Board of Directors and will be dependent upon various factors,
including the future earnings and financial condition of the Company and its
subsidiaries and bank regulatory policies.

This Prospectus relates to 1,500,000 authorized and unissued shares of
Common Stock registered for purchase under the Plan. PLEASE RETAIN THIS
PROSPECTUS FOR FUTURE REFERENCE.

THE SHARES OF COMMON STOCK OFFERED PURSUANT TO THIS PROSPECTUS ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, ARE NOT
OBLIGATIONS OF ANY BANK AFFILIATE OF THE COMPANY, ARE NOT
GUARANTEED BY THE COMPANY OR ANY BANK AFFILIATE OF THE COMPANY
AND INVOLVE INVESTMENT RISKS, INCLUDING THE ORIGINAL AMOUNT
OF THE INVESTMENT.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus is June __, 1994.
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith the Company files reports, proxy statements and other information with
the Securities and Exchange Commission (the 'Commission'). Such reports, proxy
statements and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
public reference facilities in the Commission's New York Regional Office, 7
World Trade Center, New York, New York 10048, or Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material may also be obtained at prescribed
rates by writing the Securities and Exchange Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549.

The Company has filed with the Commission a Registration Statement (the
'Registration Statement') under the Securities Act of 1933, as amended (the
'Securities Act'), with respect to the shares of Common Stock offered by this
Prospectus. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and the Common Stock being offered pursuant to this
Prospectus, reference is hereby made to the Registration Statement, including
the exhibits thereto, copies of which may be inspected and copied at the public
reference facilities referred to above. Summaries of and references to various
documents in this Prospectus do not purport to be complete and in each case
reference is made to the copy of such document filed as an exhibit to the
Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K for the year ended December 31, 1993 filed
by the Company with the Commission pursuant to the Exchange Act (file no.
0-15870) is incorporated in this Prospectus by reference.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Such incorporation by
reference shall not be deemed to specifically incorporate by reference the
information referred to in Item 402(a)(8) of Regulation S-K of the Commission.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
the foregoing documents incorporated herein by reference (other than certain
exhibits to such documents). Requests for such copies should be directed to:
Corporate Secretary, Midlantic Corporation, 499 Thornall Street, P.O. Box 600,
Edison, New Jersey 08818, telephone number (908) 321-2793.

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MIDLANTIC CORPORATION

The Company is a registered bank holding company which was organized as a
business corporation under New Jersey law in 1986 in connection with the
reorganization of two predecessor bank holding companies. The Company's
principal activities consist of owning and supervising its bank subsidiaries and
non-banking subsidiaries. The Company's principal executive offices are located
at Metro Park Plaza, P.O. Box 600, Edison, New Jersey 08818 (telephone number:
908-321-8000).

DESCRIPTION OF THE PLAN

The following is a question and answer description of the provisions of the
Company's Dividend Reinvestment and Stock Purchase Plan.

PURPOSES

1. WHAT ARE THE PURPOSES OF THE PLAN?

The purposes of the Plan are to provide holders of record of shares of
Common Stock with a simple and convenient method of investing cash dividends in
Common Stock at a price equal to 97% of Market Value (as determined below) and
to allow participants in the plan to make optional cash payments to be used for
the purchase of shares of Common Stock at 100% of Market Value, all without
payment of any brokerage commission or service charges. To the extent shares of
Common Stock are purchased from the Company pursuant to the Plan, the Company
will receive additional funds to be used for general corporate purposes.

THE PLAN IS FOR THE BENEFIT OF LONG-TERM INVESTORS, AND NOT FOR INDIVIDUALS
OR INSTITUTIONS WHO ENGAGE IN ARBITRAGE ACTIVITIES, INCLUDING, WITHOUT
LIMITATION, TRANSACTIONAL TRADING ACTIVITIES WHICH CAUSE ABERRATIONS IN THE
COMPOSITE TRADING VOLUME AND/OR PRICE OF THE COMMON STOCK. THE COMPANY
ACCORDINGLY RESERVES THE RIGHT TO MODIFY, SUSPEND OR TERMINATE PARTICIPATION BY
A SHAREHOLDER WHO IS USING THE PLAN FOR PURPOSES INCONSISTENT WITH THE INTENDED
PURPOSES OF THE PLAN.

2. WHAT ARE THE ADVANTAGES OF THE PLAN?

Participants in the Plan:

o Will have cash dividends on their shares of Common Stock
automatically reinvested in additional shares of Common Stock without
payment of any brokerage commission or service charges.

o May invest cash, within specific limits, in Common Stock without
payment of any brokerage commission or service charges.

o Will reinvest cash dividends in common Stock at 97% of the current
Market Value of the Common Stock.

o Will be able to avoid safekeeping requirements and recordkeeping
costs through the custodial and reporting services furnished pursuant to
the Plan.

ADMINISTRATION

3. WHAT ARE THE FUNCTIONS OF THE PLAN ADMINISTRATOR?

Midlantic Bank, N.A. (the 'Plan Administrator') administers the Plan for
participants, keeps records, sends statements of account to participants (see
Question No. 16) and performs other duties relating to the Plan. Shares of
Common Stock purchased under the Plan are registered in the name of the Plan
Administrator's nominee and are credited to the accounts of the participants in
the Plan. The Plan Administrator acts in the capacity of agent for the
participants.

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PARTICIPATION

4. WHO IS ELIGIBLE TO PARTICIPATE?

All holders of record of Common Stock are eligible to participate in the
Plan. To participate in the Plan, beneficial owners of Common Stock whose stock
is registered in other names (for instance, in the name of a broker or a
nominee) must first become owners of record of such stock by having such stock
transferred into their own names. A participant may only participate with
respect to all or none of the Common Stock owned of record by such participant;
provided, however, that all participants shall participate with respect to their
Common Stock purchased pursuant to the Plan (even if they do not otherwise
participate with respect to their Common Stock).

The Company's existing Stock Purchase Plan will be replaced with the Plan
as of July 15, 1994. A shareholder who is enrolled in the Company's Stock
Purchase Plan as of July 15, 1994 will automatically be enrolled in the Plan
unless the shareholder affirmatively elects not to participate in the Plan by
notifying the Plan Administrator at the address specified in Question No. 5
below.

Employees of the Company or one of its affiliated companies may also
participate in the Plan in the manner described in Question No. 24.

5. HOW DOES A SHAREHOLDER PARTICIPATE?

Holders of Common Stock may join the Plan at any time by signing an
authorization card ('Authorization Card') and returning it to the Plan
Administrator. An Authorization Card is enclosed with this Prospectus and
additional cards may be obtained by sending a written request to: Midlantic
Corporation, Dividend Reinvestment Plan, Metro Park Plaza, CN 114, Edison, New
Jersey 08818.

6. WHEN WILL THE INVESTMENT OF DIVIDENDS START?

The investment of dividends will commence after an Authorization Card is
received by the Plan Administrator. If a properly executed Authorization Card is
received by the Plan Administrator prior to the record date for the payment of a
dividend, then that dividend will be reinvested in shares of Common Stock for
the participant either (i) on the related Dividend Payment Date (see Question
No. 12), in the case of purchases of Common Stock directly from the Company as
original issue or treasury shares or (ii) on the related Dividend Payment Date
or as soon thereafter as determined by the Independent Agent (as defined in
Question No. 13), in the case of purchases of Common Stock on the open market.
If an Authorization Card is received on or after a particular record date, the
reinvestment of dividends will begin with the next succeeding dividend. (See
Question No. 14 for information concerning the investment of optional cash
payments).

Shareholders are cautioned that neither the Plan nor this Prospectus
represents a statement of dividend policy or a guarantee of future dividends.
Dividends will be within the discretion of the Board of Directors and will be
dependent upon various factors, including the future earnings and financial
condition of the Company and its subsidiaries and bank regulatory policies.

7. ARE PLAN PARTICIPANTS REQUIRED TO SEND IN A NEW AUTHORIZATION CARD
ANNUALLY?

No. Shareholders enrolled in the Plan will continue to be enrolled in the
Plan without further action on their part, unless the participant gives notice
to the Plan Administrator in writing that the participant wishes to withdraw
from participation. (See Question Nos. 21 and 22 for information concerning
withdrawal from the Plan).

8. WHAT DOES THE AUTHORIZATION CARD PROVIDE?

The Authorization Card directs the Plan Administrator, either directly or
through the Independent Agent, to apply all cash dividends on all shares of
Common Stock registered in the participant's name, as well as on all shares of
Common Stock credited to the participant's account under the Plan, to the
purchase of additional shares of Common Stock. The Authorization Card also
directs the Plan

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Administrator, either directly or through the Independent Agent, to serve as the
participant's agent in applying any optional cash payments received from the
participant to the purchase of additional shares of Common Stock under the Plan.

9. MAY A PARTICIPANT ELECT TO MAKE ONLY OPTIONAL CASH PAYMENTS UNDER THE
PLAN?

No. Participation in the Plan is limited to shareholders who direct the
Plan Administrator, either directly or through the Independent Agent, to
reinvest dividends in the purchase of additional shares of Common Stock. Once so
enrolled, a shareholder may also elect to make optional cash payments. (See
Question No. 14).

COSTS

10. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?

No. Participants will not incur any brokerage commissions or service
charges for purchases made under the Plan. However, brokerage commissions which
are incurred by the Company in connection with open market stock purchases on
behalf of participants constitute dividend income to the participants. (See
Question No. 29). The costs of administering the Plan will be paid by the
Company. In addition, there are no charges for the custodial and safekeeping
services provided by the Plan Administrator. Certain expenses may be incurred by
a participant, however, if the participant requests that whole shares be sold
upon the participant's withdrawal from the Plan. (See Question No. 21).

PURCHASES

11. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?

Common Stock will be purchased at the option of the Company (i) directly
from the Company, in which event such shares will be either authorized but
unissued shares held in the treasury of the Company, or (ii) on the open market,
through the Independent Agent, or (iii) by combination of the foregoing. Open
market purchases may be made on any securities exchange where such shares are
traded, in the over-the-counter market, or by negotiated transactions and may be
subject to such terms with respect to price, delivery, and execution as to which
the Independent Agent may agree. None of the Company, the Plan Administrator or
any participant shall have any authority or power to direct the time, amount or
price at which Common Stock may be purchased on the open market or the manner of
purchase or the selection of the broker or dealer through or from whom such open
market purchases are to be made.

12. WHEN WILL PURCHASES BE MADE UNDER THE PLAN?

Purchases with reinvested dividends made on behalf of Plan participants
will be made (i) on the date on which the Company pays dividends on its Common
Stock ('Dividend Payment Date'), in the case of Common Stock purchased from the
Company as original issue or treasury shares or (ii) on the applicable Dividend
Payment Date or as soon thereafter as the Independent Agent deems to be
appropriate, in the case of open market purchases. (See Question Nos. 6, 13 and
14). Each date on which purchases of Common Stock are made with reinvested
dividends either through the Company or on the open market is referred to herein
as the 'Investment Date'. (See Question No. 13). Purchases with optional cash
payments will be made (i) on the first day of each calendar month or, if such
day is on a weekend or holiday, the first business day thereafter, in the case
of Common Stock purchased from the Company or, (ii) in the case of Common Stock
purchased through the Independent Agent on the open market, either on the first
business day of each calendar month or as soon thereafter as the Independent
Agent deems to be appropriate. The date on which purchases of Common Stock with
optional cash payments are made pursuant to the Plan, either through the Company
or on the open market, is referred to herein as the 'Optional Payment Purchase
Date'. Participants will become

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owners of the shares purchased for them under the Plan on the date on which such
shares are purchased.

13. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?

In the case of Common Stock purchased from the Company, the purchase price
of shares purchased with reinvested dividends will be 97% of the Market Value
(as determined below) as of the applicable Investment Date and the purchase
price of Common Stock purchased with optional cash payments will be 100% of the
Market Value as of the applicable Optional Payment Purchase Date. (See Question
No. 12). In the case of Common Stock purchased on the open market through the
Independent Agent, the purchase price of shares purchased with reinvested
dividends will be 97% of the Market Value applicable to shares purchased with
respect to the related Investment Dates and the purchase price of shares
purchased with optional cash payments will be 100% of the Market Value
applicable to shares purchased with respect to the related Optional Payment
Purchase Dates. These purchase prices are hereinafter referred to collectively
as the 'Purchase Prices' and individually as the 'Purchase Price.'

For purposes of this Prospectus, the term 'Market Value' shall mean (i) in
the case of shares of Common Stock acquired directly from the Company as
original issue or treasury shares, the average of the high and low sales prices
of the Common Stock, as reported on the NASDAQ National Market System on the
relevant Investment Date or Optional Payment Purchase Date, or (ii) the weighted
average sales price actually paid by an independent agent or agents selected by
the Plan Administrator (the 'Independent Agent') for shares of Common Stock
purchased with respect to the Investment Date or Optional Payment Purchase Date,
in the case of Common Stock purchased on the open market pursuant to the Plan.

14. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE WORK?

Beginning July 15, 1994, participants may invest in additional shares of
Common Stock by making optional cash payments at any time after they are
enrolled in the Plan.

The minimum optional cash payment is $50 per month. Total optional cash
payments may not exceed $3,000 per month. The $3,000 limit is an aggregate limit
applicable to all accounts in which a participant has a beneficial interest.
Thus, for example, if an individual has a joint tenancy in more than one
account, the optional purchases by all such accounts may not exceed $3,000 per
month in the aggregate. This limit is intended to discourage participation in
the Plan by individuals or institutions who engage in arbitrage activities.

Within the Plan's limits, the Plan Administrator will apply optional cash
payments to the purchase of Common Stock on the next ensuing Optional Payment
Purchase Date (see Question No. 12), provided that such payments are received by
the Plan Administrator in sufficient time prior to such Optional Payment
Purchase Date. Checks and other drafts must clear prior to the first business
day of a calendar month for the funds to be available for the purchase of Common
Stock during such month. The Company recommends that payments be sent so as to
be received by the Plan Administrator at least seven business days before the
calendar month in which the optional cash payment is to be invested. No interest
will be paid on optional cash payments by either the Company or the Plan
Administrator.

Participants may make optional cash payments by forwarding a check or money
order to the Plan Administrator with a payment form which will be attached to
each statement of account and which will also be available upon request from the
Plan Administrator. All checks and money orders should be made payable to
Midlantic Bank, N.A. and should be sent (with the payment form) to the Plan
Administrator at the address set forth in the response to Question No. 5.
Employees of the Company and its affiliated companies may make optional cash
payments through payroll deductions. (See Question No. 24).

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Optional cash payments received from foreign shareholders must be in United
States dollars and will be invested in the same manner as payments from other
participants.

15. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?

The number of shares that will be purchased for each participant will
depend on the amount of the participant's dividend, optional cash payments (if
any) and the applicable Purchase Price. Each participant's account will be
credited with that number of shares (including fractions computed to four
decimal places) equal to the total amount to be invested, divided by the
applicable Purchase Price (also computed to four decimal places).

REPORTS TO PARTICIPANTS

16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?

Each participant in the Plan will receive a quarterly statement of account
indicating each investment of dividends or investment of optional cash payments
during the period covered by the statement.

The statement will inform the participant of the account transactions that
have taken place, setting forth the number of shares purchased, the purchase
date and the price, and the total number of shares held in the participant's
account. THESE STATEMENTS ARE A PARTICIPANT'S RECORD OF THE COSTS OF THE
PARTICIPANT'S PURCHASES AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES. In
addition, each participant will receive copies of other communications sent to
holders of shares of Common Stock and Internal Revenue Service information for
reporting dividend income received.

DIVIDENDS

17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
PLAN ACCOUNTS?

Yes. Dividends on full shares, and any fraction of a share, credited to a
participant's account will be reinvested in additional shares and credited to a
participant's account.

CERTIFICATES FOR SHARES

18. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?

Shares of Common Stock purchased under the Plan for the accounts of
participants will be registered in the name of the Plan Administrator's nominee.
Certificates for shares purchased on behalf of participants will not be issued
to participants until requested. The total number of shares credited to an
account under the Plan will be shown on each statement of account. This
custodial service protects participants against the risk of loss, theft or
destruction of stock certificates.

Certificates for any number of whole shares credited to an account under
the Plan will be issued at any time upon the written request of a participant to
the Plan Administrator. Any remaining full shares and fractions of shares will
continue to be credited to the participant's account.

Certificates for fractions of shares will not be issued under any
circumstances.

19. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?

Accounts under the Plan will be maintained in the names in which
certificates of the participants were registered at the time the participants
entered the Plan. Certificates for whole shares will be similarly registered
when issued at the request of a participant. (See Question No. 18).

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20. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN THE PARTICIPANT'S NAME?

If a participant disposes of Common Stock registered in the participant's
name (those which are not registered in the name of the Plan Administrator's
nominee), the dividends on the shares previously credited to the participant's
account under the Plan will continue to be reinvested until the participant
notifies the Plan Administrator that the participant wishes to withdraw from the
Plan. (See Question No. 21).

WITHDRAWAL

21. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?

A participant may withdraw from the Plan by sending a written withdrawal
notice (printed on the bottom stub of the statement of account sent to
participants) to the Plan Administrator at the address set forth in the response
to Question No. 5. When a participant withdraws from the Plan, or upon
termination of the Plan by the Company, certificates for whole shares credited
to the participant's account under the Plan will be issued to the participant
and a cash payment will be made for any fraction of a share credited to the
participant's account. The value of a fractional interest in a share of Common
Stock will be the closing market price of the Common Stock on the business day
immediately prior to the day on which the participant's written notice of
withdrawal is processed by the Plan Administrator.

Upon a participant's withdrawal from the Plan, the participant may also
request that all or part of the whole shares credited to the participant's
account in the Plan be sold. If a participant makes such a request, the sale
will be made for the participant by the Plan Administrator at the then
prevailing market price as soon as practicable after the request is received.
The participant will receive the proceeds from such sale, less related brokerage
fees or commissions and less any applicable transfer taxes.

After withdrawal from the Plan, dividends declared and payable with respect
to Common Stock will be paid to the shareholder in cash unless and until the
shareholder rejoins the Plan, which the participant may do at any time, subject
to certain restrictions, by completing an Authorization Card. (See Question Nos.
6 and 23).

22. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?

A participant may withdraw from the Plan at any time. If the notice of
withdrawal is received at least seven business days prior to the record date for
a particular dividend, the notice will be effective as to the reinvestment of
that dividend. A notice received thereafter will not be effective until after
the applicable dividend is reinvested. Any optional cash payment will be
returned to the participant, if the notice of withdrawal is received by the Plan
Administrator (i) in the case of purchases from the Company, at least two
business days before the optional cash payment is to be invested or (ii) in the
case of open market purchases, prior to such time as the Plan Administrator
disburses funds representing such optional cash payment to the Independent
Agent.

23. MAY A SHAREHOLDER RE-ENTER THE PLAN AFTER WITHDRAWING FROM THE PLAN?

Yes. A shareholder may re-enter the Plan by following the procedures
applicable for initial enrollment in the Plan by new participants. However, the
Company reserves the right to reject any Authorization Card from a previous
participant in the event of excessive enrollments and withdrawals.

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EMPLOYEES

24. IF I AM AN EMPLOYEE OF THE COMPANY OR ONE OF ITS AFFILIATED COMPANIES,
MAY I PARTICIPATE IN THE PLAN?

Yes. Employees who wish to have their dividends reinvested and also to
have optional cash payments made by means of payroll deductions may participate
in the Plan whether or not they already hold Common Stock registered in their
own name. The minimum deduction per pay period is $5.00 and the maximum
deduction per pay period is $500.00, except that the maximum deduction for the
first payroll period following enrollment in the Plan by any employee who is not
otherwise a shareholder will be limited to $10.00. Employees who wish to enroll
in the payroll deduction program should contact their personnel representative
to obtain the appropriate Authorization Form. Employees who wish to participate
in the Plan but not through payroll deductions may do so in the manner provided
for shareholders of record, as long as they are the record holder of at least
one whole share of Common Stock. (See Question No. 14).

An employee who is enrolled in the Company's Employee Stock Purchase Plan
as of July 15, 1994 will automatically be enrolled in the Plan unless the
employee affirmatively elects not to participate in the Plan by notifying the
Plan Administrator at the address specified in Question No. 5 above.

25. ARE EMPLOYEES RESTRICTED IN ANY WAY FROM RESELLING SHARES OF COMMON
STOCK ACQUIRED UNDER THE PLAN?

Some employees are so restricted. Employees who are 'affiliates' of the
Company, as that term is defined in Rule 405 promulgated by the Commission under
the Securities Act, may not publicly reoffer shares acquired under the Plan
except pursuant to Rule 144 of the Commission or pursuant to an effective
registration statement. Rule 405 defines an 'affiliate' as a person who
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the Company. Directors and
executive officers of the Company may be deemed to be 'affiliates' of the
Company under this definition. The Company has no present intention of filing a
registration statement which would permit the Company's 'affiliates' to reoffer,
outside of Rule 144, Common Stock acquired under the Plan.

Employees who are not affiliates of the Company are free to sell at any
time Common Stock acquired under the Plan, subject to the Company's corporate
policy with respect to purchases and sales of the Company's securities.

DIRECTORS AND EXECUTIVES OFFICERS PARTICIPATING IN THE PLAN ARE SUBJECT TO
THE REPORTING OBLIGATIONS OF SECTION 16(A) AND THE SHORT-SWING PROFIT RECOVERY
PROVISIONS OF SECTION 16(B) OF THE EXCHANGE ACT, WITH RESPECT TO PURCHASES OF
COMMON STOCK MADE UNDER THE PLAN WITH OPTIONAL CASH PAYMENTS. WHILE DIRECTORS
AND EXECUTIVE OFFICERS ARE NOT SUBJECT TO THE SHORT-SWING PROFIT RECOVERY
PROVISIONS OF SECTION 16(B) OF THE EXCHANGE ACT WITH RESPECT TO PURCHASES OF
COMMON STOCK MADE UNDER THE PLAN WITH REINVESTED DIVIDENDS, SUCH PURCHASES MUST
BE DISCLOSED ON REPORTS FILED PURSUANT TO SECTION 16(A) OF THE EXCHANGE ACT.

STOCK DIVIDENDS, STOCK SPLITS AND RIGHTS OFFERINGS

26. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?

Any stock dividends or split shares distributed by the Company on shares
registered in the participant's own name and shares credited to the account of a
participant under the Plan will be added to the participant's account under the
Plan.

9
<PAGE>

27. IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, HOW WILL RIGHTS ON
SHARES CREDITED TO A PARTICIPANT'S ACCOUNT BE TREATED?

Warrants representing rights on any shares of Common Stock, both whole and
fractional, credited to a participant's account will be mailed directly to the
participant in the same manner as to shareholders who do not participate in the
Plan.

VOTING RIGHTS

28. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?

Shares held by the Plan Administrator for a participant will be voted as
the participant directs with respect to shares held in the participant's own
name.

For each meeting of shareholders, the participant will receive a proxy card
which will enable the participant to vote shares registered in the participant's
own name and shares held in the participant's account under the Plan. If the
proxy card is returned in a timely manner, properly signed and marked for
voting, all of a participant's shares (those registered in the participant's
name and those credited to the participant's account under the Plan) will be
voted in the manner specified by the participant on the proxy card.

If no instructions are received on a signed proxy card which is returned to
the Plan Administrator in a timely manner with respect to any item thereon, all
of a participant's shares (those registered in the participant's name and those
credited to the participant's account under the Plan) will be voted on each such
item in accordance with the recommendations of the Company's Board of Directors,
just as for non-participating shareholders who return properly signed proxies
and do not provide instructions. If a proxy card is not returned in a timely
manner to the Plan Administrator or if it is returned unsigned, none of the
shares held in the participant's account under the Plan or registered in the
participant's name will be voted unless the participant votes such shares in
person at the meeting.

FEDERAL INCOME TAX CONSEQUENCES

29. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?

Participants in the Plan will be treated as having received a dividend,
taxable as ordinary income, equal to the fair market value of the Common Stock
(as of the applicable Investment Date) purchased with reinvested cash dividends.
For federal income tax purposes, the fair market value of the purchased Common
Stock as of the applicable Investment Date may not be equal to the Market Value
(as defined in the response to Question No. 13). In addition, because of the 3%
discount applied to the Market Value in establishing the purchase price for
shares purchased with reinvested dividends, the fair market value of the shares
purchased and, accordingly, taxable income, will generally be in excess of the
amount of the cash dividend.

The tax basis of Common Stock acquired through the Plan with reinvested
cash dividends will be equal to the actual fair market value of the Common Stock
on the applicable Investment Date, rather than the amount paid for such stock or
the Market Value as defined in the response to Question No. 13. The tax basis of
shares acquired through an optional cash payment will be equal to the amount of
such optional cash payment. A participant's holding period for shares of Common
Stock acquired pursuant to the Plan will begin on the day following the date on
which the shares were acquired.

Although a participant will realize no taxable income upon the
participant's receipt from the Plan Administrator of certificates for whole
shares credited to the participant's account, the participant will realize gain
or loss with respect to any cash payment for a fractional share. The amount of
such gain or loss will be the difference between the amount received for the
fractional share and the participant's tax basis in the fractional share. Upon
the sale of whole shares credited to a participant's account upon a
participant's withdrawal from the Plan, the participant will recognize gain or
loss equal to the

10
<PAGE>

difference between the amount realized upon the sale and the tax basis of the
shares sold. (See Question No. 21).

The Internal Revenue Service has taken the position that brokerage
commissions which are incurred in connection with open market stock purchases on
behalf of participants in similar plans and which are not paid by the
participants constitute dividend income to the participants. A participant's
basis in the shares so purchased would be increased by the amount of the
brokerage commissions included in dividend income.

Information reporting to the Internal Revenue Service is required with
respect to the payment of dividends by the Company. Certain shareholders who
fail to comply with certain identification and certification requirements may
become subject to backup withholding in an amount equal to 31% of the dividends.
Such withholding is not an additional tax and may be credited against a
taxpayer's regular income tax liability.

All participants are urged to consult their own tax advisors to determine
the particular tax consequences which may result from their participation in the
Plan and the subsequent disposal by them of shares purchased pursuant to the
Plan. The income tax consequences for participants who do not reside in the
United States will vary from jurisdiction to jurisdiction, and the state tax
consequences for participants will vary from state to state within the United
States.

30. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS SUBJECT TO FEDERAL
INCOME TAX WITHHOLDING?

In the case of a foreign shareholder whose dividends are subject to federal
income tax withholding, the amount of tax required to be withheld will be
deducted from the amount of cash dividends to determine the amount of dividends
to be reinvested.

PLEDGES AND ASSIGNMENTS

31. IS A PARTICIPANT ENTITLED TO PLEDGE OR ASSIGN SHARES CREDITED TO THE
PARTICIPANT'S ACCOUNT?

No. Shares credited to the account of a participant may not be pledged or
assigned and any such purported pledge or assignment will be void.

RESPONSIBILITY OF THE COMPANY, PLAN ADMINISTRATOR AND INDEPENDENT AGENT

32. WHAT IS THE RESPONSIBILITY OF THE COMPANY, THE PLAN ADMINISTRATOR AND
THE INDEPENDENT AGENT?

In administering the Plan, the Company, the Plan Administrator and the
Independent Agent will not be liable for any act done in good faith or for any
good faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon such
participant's death.

Participants should recognize that neither the Company nor the Plan
Administrator (acting directly or through the Independent Agent) can assure them
of a profit or protect them against a loss on the shares purchased by them under
the Plan.

AMENDMENT OR TERMINATION OF THE PLAN

33. MAY THE PLAN BE CHANGED OR DISCONTINUED?

Yes. Notwithstanding any other provision of the Plan, the Company (through
its Board of Directors) reserves the right to suspend, modify, or terminate the
Plan, or the participation in the Plan by any participant, at any time. The Plan
reserves to the Company the right to cause participants to cease their
participation in the Plan for any reason, including (without limitation)
excessive

11
<PAGE>

enrollments, arbitrage-related activities, transactional profit activities and
other actions inconsistent with the purposes of the Plan. All participants
affected by such action will receive notice of any such suspension, modification
or termination. Any such suspension, modification or termination will not, of
course, affect previously executed transactions. Upon a termination of the Plan
by the Company, uninvested cash payments will be returned to participants,
certificates for whole shares credited to participants' accounts will be issued,
and cash payments will be made for any fractions of a share credited to
participants' accounts. Such cash payments will be based on the closing price of
the Common Stock on the effective date of termination.

INTERPRETATION OF THE PLAN

34. WHO INTERPRETS THE PLAN?

The Company will interpret and regulate the Plan; all such interpretations
and regulations shall be conclusive.

USE OF PROCEEDS

The Company has no basis for estimating precisely either the number of
original issue and treasury shares of Common Stock that ultimately may be sold
pursuant to the Plan or the prices at which such shares will be sold. The
Company proposes to use the net proceeds from the sale of original issue and
treasury shares pursuant to the Plan, when and as received, for general
corporate purposes, including investments in, or extensions of credit to, the
Company's subsidiaries. The Company is unable to estimate the amount of the
proceeds which will be devoted to any specific purpose.

EXPERTS

The consolidated statements of condition of the Company and its
subsidiaries as of December 31, 1993 and 1992 and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1993 included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1993, and
incorporated by reference in this Prospectus, have been incorporated herein in
reliance upon the report, which contains an explanatory paragraph stating that
the Company changed its methods of accounting for postretirement benefits other
than pensions and income taxes in 1993, of Coopers & Lybrand, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.

12
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information............................... 2
Incorporation of Certain Documents by Reference..... 2
Midlantic Corporation............................... 3
Description of the Plan............................. 3
Purposes.......................................... 3
Administration.................................... 3
Participation..................................... 4
Costs............................................. 5
Purchases......................................... 5
Reports to Participants........................... 7
Dividends......................................... 7
Certificates for Shares........................... 7
Withdrawal........................................ 8
Employees......................................... 9
Stock Dividends, Stock Splits and Rights
Offerings....................................... 9
Voting Rights..................................... 10
Federal Income Tax Consequences................... 10
Pledges and Assignments........................... 11
Responsibility of the Company, Plan Administrator
and Independent Agent........................... 11
Amendment or Termination of the Plan.............. 11
Interpretation of the Plan........................ 12
Use of Proceeds..................................... 12
Experts............................................. 12
</TABLE>

------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY MIDLANTIC CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES, OR AN OFFER TO, OR A SOLICITATION OF, ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
NEITHER DELIVERY OF THIS PROSPECTUS AT ANY TIME, NOR ANY SALE HEREUNDER, SHALL
IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MIDLANTIC
CORPORATION SINCE THE DATE HEREOF.

MIDLANTIC CORPORATION

DIVIDEND
REINVESTMENT AND
STOCK PURCHASE PLAN

----------------------
PROSPECTUS
----------------------

JUNE , 1994

---------------------------------------------------------
---------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee........................................... $ 15,518.00
NASDAQ listing fee...................................................................... 17,500.00
Blue sky fees and expenses.............................................................. 1,000.00
Legal fees and expenses................................................................. 12,000.00
Accounting fees and expenses............................................................ 5,500.00
Printing expenses....................................................................... 10,000.00
Miscellaneous........................................................................... 482.00
-------------
$ 62,000.00
-------------
-------------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Certificate of Incorporation of Midlantic Corporation ('Midlantic')
provides that Midlantic shall indemnify to the full extent from time to time
permitted by law any person (and the legal representative of any person) made or
threatened to be made a party to, or a witness or other participant in, any
threatened, pending or completed legal proceeding by reason of the fact that
such person is or was a director, officer, employee or other agent of Midlantic
or any of its subsidiaries or serves or served any other enterprise at the
request of Midlantic. Any such person shall be indemnified against expenses,
judgments, fines, penalties and amounts paid in settlement (including amounts
paid pursuant to judgments or settlements in derivative actions, i.e., those
brought by or in the right of the corporation).

Statutory authority for indemnification of Midlantic's directors and
officers is contained in the New Jersey Business Corporation Act (the 'NJBCA'),
in particular Section 14A:3-5 of the NJBCA, the material provisions of which may
be summarized as follows:

Derivative and Nonderivative Proceedings. Section 14A:3-5 of the NJBCA
provides that in nonderivative proceedings (proceedings other than those brought
by or in the right of the corporation), a corporation may indemnify 'corporate
agents' (defined to include directors, officers, employees and persons serving
in other capacities at the corporation's request) against both 'expenses'
(defined as reasonable costs, disbursements and counsel fees) and 'liabilities'
(defined to include judgments, fines, settlements and penalties) if the
corporate agent acted in good faith and in a manner such corporate agent
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, such corporate agent
had no reasonable cause to believe the conduct was unlawful. The NJBCA also
provides that in derivative proceedings (proceedings brought by or in the right
of the corporation), a corporation may indemnify corporate agents against
expenses if the corporate agent acted in good faith and in a manner such
corporate agent reasonably believed to be in or not opposed to the best
interests of the corporation. In all cases the NJBCA requires the corporation to
indemnify against expenses, including counsel fees, to the extent that a
corporate agent has been successful in a derivative or nonderivative proceeding
on the merits or otherwise, or in defense of any claim, issue or matter therein,
and permits a corporation to advance expenses upon an undertaking for repayment
if it shall ultimately be determined that the corporate agent is not entitled to
indemnification. The NJBCA states that the indemnification it provides 'shall
not exclude any other rights, including the right to be indemnified against
liabilities and expenses incurred in proceedings by or in the right of
corporation,' to which a corporate agent may be entitled 'under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise,' unless the
agent has been adjudged guilty of a breach of loyalty, a failure to act in good
faith, a knowing violation of law, or the receipt of an improper personal
benefit.

To the extent that Midlantic's Certificate of Incorporation requires
indemnification against a judgment or settlement in a derivative action, it goes
beyond the indemnification expressly required by

II-1
<PAGE>

the NJBCA but not beyond the indemnification a corporation is permitted to
provide in its certificate of incorporation. Some courts have questioned the
propriety of indemnification against amounts paid pursuant to judgments or
settlements in derivative actions because of the circularity resulting from such
indemnification payments. However, although there has been no judicial
interpretation of relevant provisions of the NJBCA, Midlantic believes that the
NJBCA permits indemnification in derivative actions if the indemnified person
has not been adjudged guilty of a breach of loyalty, failure to act in good
faith, a knowing violation of law or receipt of an improper personal benefit.

Determinations Regarding Indemnification. Indemnification of a party
(unless ordered by a court) is dependent upon a determination that such
indemnification is proper because the party has met the applicable standards set
forth above. Such a determination must be made (a) by the Board of Directors or
a committee thereof acting by a majority vote of a quorum consisting of
directors who were not parties to or otherwise involved in the proceedings, or
(b) under certain circumstances, by independent legal counsel in a written
opinion, or (c) by the shareholders.

Other Material Provisions. A corporation may purchase and maintain
insurance against expenses incurred by, and liabilities asserted against,
directors, officers, employees or agents, whether or not the corporation would
be empowered to provide such indemnity, and such insurance may be purchased from
an insurer affiliated with such corporation, whether or not such insurer does
business with any other insured.

ITEM 16. EXHIBITS.

<TABLE>
<S> <C>
5 Opinion of Karen H. Keller, Senior Counsel of Midlantic Corporation
23(a) Consent of independent accountants
23(b) Consent of counsel (included as part of Exhibit 5 above)
24(a) Powers of attorney with respect to directors and officers of Midlantic Corporation
24(b) Certified copy of resolution of the Board of Directors of Midlantic Corporation
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.

(2) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or

II-2
<PAGE>

otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Edison, State of New Jersey, on June 17, 1994.

MIDLANTIC CORPORATION

By: /S/__GARRY J. SCHEURING___________
Garry J. Scheuring
Chairman of the Board, President
& Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ --------------------------------------------------- ----------------

<S> <C> <C>
/S/GARRY J. SCHEURING Chairman of the Board, President & Chief Executive June 17, 1994
Garry J. Scheuring Officer and Director

* Executive Vice President & Chief Financial Officer June 17, 1994
Howard I. Atkins

* Controller June 17, 1994
James E. Kelly

* Director June 17, 1994
Charles E. Ehinger

* Director June 17, 1994
David F. Girard-diCarlo

* Director June 17, 1994
Frederick C. Haab

* Director June 17, 1994
Kevork S. Hovnanian

* Director June 17, 1994
Arthur J. Kania

* Director June 17, 1994
Aubrey C. Lewis

* Director June 17, 1994
David F. McBride

* Director June 17, 1994
Desmond P. McDonald

* Director June 17, 1994
William E. McKenna
</TABLE>

II-4
<PAGE>

<TABLE>
<S> <C> <C>
* Director June 17, 1994
Marcy Syms Merns

* Director June 17, 1994
Roy T. Peraino

* Director June 17, 1994
Ernest L. Ransome, III

* Director June 17, 1994
Ronald Rubin

* Director June 17, 1994
B. P. Russell

* Director June 17, 1994
Fred R. Sullivan

* Director June 17, 1994
Harold L. Yoh, Jr.
</TABLE>

* Joseph H. Kott, by signing his name hereto, signs this document on behalf of
such person pursuant to powers of attorney duly executed by such person and
filed with the Securities and Exchange Commission.

/S/__JOSEPH H. KOTT___________________
Joseph H. Kott
Attorney-in-fact

II-5
<PAGE>
EXHIBIT INDEX

EXHIBIT
NO. PAGE
- ---------- ---------

<S> <C> <C>
5 Opinion of Karen H. Keller, Senior Counsel of Midlantic Corporation

23(a) Consent of independent accountants

23(b) Consent of counsel (included as part of Exhibit 5 above)

24(a) Powers of attorney with respect to directors and officers of Midlantic Corporation

24(b) Certified copy of resolution of the Board of Directors of Midlantic Corporation
</TABLE>

<PAGE>
MIDLANTIC CORPORATION
Metro Park Plaza
P. O. Box 600
Edison, New Jersey 08818

June 17, 1994

Midlantic Corporation
499 Thornall Street
Edison, New Jersey 08837

Ladies and Gentlemen:

This opinion is furnished in connection with the Registration Statement (the
'Registration Statement') on Form S-3 filed with the Securities and Exchange
Commission (the 'Commission') pursuant to the Securities Act of 1933, as amended
(the 'Act'), by Midlantic Corporation ('Midlantic') with respect to 1,500,000
shares of Midlantic Common Stock, $3.00 par value (the 'Common Stock'), proposed
to be offered pursuant to the Midlantic Dividend Reinvestment and Stock Purchase
Plan (the 'Plan').

I am Senior Counsel of Midlantic. As such, I have participated in the
preparation by Midlantic of the Registration Statement. I have assumed the
genuineness of all signatures and the conformity with originals of all documents
submitted to me as photostatic or certified copies. I am qualified to practice
law in the State of New Jersey.

I have examined all such corporate records, instruments and documents deemed
necessary by me as a basis for the opinions hereafter expressed. Based on the
foregoing, it is my opinion insofar as the law of New Jersey is controlling,
that the shares of Common Stock proposed to be newly issued by Midlantic and
offered or sold pursuant to the Plan have been duly authorized and when issued
and delivered, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Act, or the
rules and regulations of the Commission thereunder.

Very truly yours,
/S/__KAREN H. KELLER__________________
Karen H. Keller

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report,
which contains an explanatory paragraph stating that Midlantic Corporation
changed its methods of accounting for postretirement benefits other than
pensions and income taxes in 1993, dated January 20, 1994, on our audits of the
consolidated financial statements of Midlantic Corporation and Subsidiaries as
of December 31, 1993 and 1992, and for each of the three years in the period
ended December 31, 1993, which report appears on page 70 of the 1993 Annual
Report on Form 10-K for the year ended December 31, 1993 which is incorporated
in this Registration Statement on Form S-3 and to the reference to this firm
under the heading 'Experts' in the Prospectus.

/S/__COOPERS & LYBRAND _______________
COOPERS & LYBRAND

Parsippany, New Jersey
June 17, 1994

<PAGE>
NOTE: This exhibit is included as part of Exhibit 5 above.

<PAGE>

MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, do hereby make,
constitute and appoint each of Joseph H. Kott, Howard I. Atkins and James E.
Kelly as my true and lawful agent and attorney-in-fact, for me and in my name
(with full power of substitution) to sign, execute, attest, acknowledge and
deliver and to do all other acts and things on my behalf as a Director and/or
Officer of Midlantic Corporation ('MC'), a New Jersey corporation, as said agent
and attorney-in-fact may deem necessary or advisable to enable MC to comply with
the Securities Act of 1933, as amended, and any rules and regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-3 of the Common Stock, $3.00 par
value per share, of MC for issuance pursuant to the Midlantic Corporation
Dividend Reinvestment and Stock Purchase Plan, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign the name of the undersigned in his capacity as Director and/or Officer of
MC to one or more registration statements to be filed with the Securities and
Exchange Commission, to any and all amendments, including post-effective
amendments and supplements, to the said registration statements and to any and
all instruments and documents filed as part of or in connection with the said
registration statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING
all that said agent and attorney-in-fact shall do or cause to be done by virtue
thereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this
13th day of June, 1994.

/S/__HOWARD I. ATKINS_________________
Howard I. Atkins

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents this
10th day of June, 1994.

/S/__JAMES E. KELLY___________________
James E. Kelly

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__CHARLES E. EHINGER_______________
Charles E. Ehinger

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__DAVID F. GIRARD-DICARLO _________
David F. Girard-diCarlo

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__FREDERICK C. HAAB________________
Frederick C. Haab

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__KEVORK S. HOVNANIAN______________
Kevork S. Hovnanian

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__ARTHUR J. KANIA__________________
Arthur J. Kania

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__AUBREY C. LEWIS__________________
Aubrey C. Lewis

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__DAVID F. MCBRIDE_________________
David F. McBride

Attest:

/S/__JOHN M. SPERGER__________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__DESMOND P. MCDONALD______________
Desmond P. McDonald

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__WILLIAM E. MCKENNA_______________
William E. McKenna

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__MARCY SYMS MERNS_________________
Marcy Syms Merns

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__ROY T. PERAINO___________________
Roy T. Peraino

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__ERNEST L. RANSOME, III___________
Ernest L. Ransome, III

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__RONALD RUBIN_____________________
Ronald Rubin

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__B. P. RUSSELL____________________
B. P. Russell

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__FRED R. SULLIVAN_________________
Fred R. Sullivan

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
MIDLANTIC CORPORATION

POWER OF ATTORNEY

FORM S-3

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
this 5th day of May, 1994.

/S/__HAROLD L. YOH, JR._______________
Harold L. Yoh, Jr.

Attest:

/S/__JOHN M. SPERGER _________________
John M. Sperger
Senior Vice President & Secretary

<PAGE>
FURTHER RESOLVED, that each officer and director of the Company who may be
required to execute the Registration Statement or any amendment and/or
supplement thereto (whether on behalf of the Company or as an officer or
director thereof or by attesting the seal of the Company or otherwise) be, and
hereby is, authorized to execute a power of attorney appointing each of Joseph
H. Kott, Howard I. Atkins and James E. Kelly the true and lawful attorney and
agent of such officer or director (with full power of substitution) to execute
in such officer's or director's name, place and stead (in any such capacity) the
Registration Statement or any amendment and/or supplement thereto and any and
all instruments necessary or advisable in connection therewith, to attest the
seal of the Company thereon, and to file the same with the SEC, said attorney
and agent to have full power and authority to do and perform in the name and on
behalf of each of said officers and directors, as the case may be, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any such officer or director might or could do in
person;

I, JOHN M. SPERGER, SENIOR VICE PRESIDENT AND SECRETARY OF MIDLANTIC
CORPORATION, HEREBY CERTIFY THAT THE ABOVE IS A TRUE COPY OF A RESOLUTION
ADOPTED BY THE BOARD OF DIRECTORS OF THE SAID CORPORATION AT A MEETING HELD ON
THURSDAY, MAY 5, 1994, A QUORUM BEING PRESENT.

/S/__JOHN M. SPERGER__________________