VISTA BANCORP INC
SC 13D/A, 1998-05-18
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)


                               VISTA BANCORP, INC.
                                (Name of Issuer)

                     Common Stock, Par Value $.50 Per Share
                         (Title of Class of Securities)

                                   92830R 103
                                 (CUSIP Number)

            Barry L. Hajdu, 710 New Brunswick Avenue, P.O. Box 1131,
                  Alpha, New Jersey 08865-1131; (908) 454-1115
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                   May 6, 1998
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





<PAGE>



CUSIP No. 92830R 103



- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


       Barry L. Hajdu

- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                             (a)  [X]
                                                             (b)  [ ]


- --------------------------------------------------------------------------------
   3   SEC USE ONLY




- --------------------------------------------------------------------------------
   4   SOURCE OF FUNDS


       PF

- --------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
       ITEMS 2(d) OR 2(e)                                         [  ]


- --------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION


       United States of America

- --------------------------------------------------------------------------------
   NUMBER OF      7    SOLE VOTING POWER
     SHARES            9,312
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      8    SHARED VOTING POWER
      EACH             66,242
   REPORTING      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER
      WITH             9,312
                  --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER
                       66,242

- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       75,554

- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                                                      [  ]

- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       1.8

- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON

       IN


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


                                   Page 2 of 6

<PAGE>


                                  SCHEDULE 13D
                                 AMENDMENT NO. 1
                                 BARRY L. HAJDU


Item 1. Security and Issuer

     This statement  relates to the common stock,  par value $.50 per share (the
"Common Stock"), of Vista Bancorp, Inc. (the "Issuer").  The principal executive
offices of the Issuer are located at 305 Roseberry Street, Post Office Box 5360,
Phillipsburg, New Jersey 08865; telephone number (908) 859-9500.

Item 2. Identity and Background

     The following information is with respect to the Reporting Person:

     (a)  Barry L. Hajdu

     (b)  710 New Brunswick Avenue, P.O. Box 1131, Alpha, New Jersey 08865-1131

     (c)  President,  Hajdu Construction,  Inc., building  contractors,  710 New
          Brunswick Avenue, P.O. Box 1131, Alpha, New Jersey 08865-1131

     (d)  During  the  last  five  years,  the  Reporting  Person  has not  been
          convicted in a criminal proceeding.

     (e)  During the last five years,  the Reporting Person has not been a party
          to a civil proceeding or administrative body and was or is not subject
          to a judgment,  decree or final order enjoining future  violations of,
          or  prohibiting or mandating  activities  subject to, federal or state
          securities laws or finding any violation with respect to such laws.

     (f)  United States of America.

     The following  information  is with respect to the other  co-trustee of the
Hajdu Group  Retirement  Plan who shares  voting and  investment  power with the
Reporting  Person for 66,242  shares of the Common  Stock of the Issuer  held by
such plan:

     (a)  Brian W. Hajdu

     (b)  710 New Brunswick Avenue, P.O. Box 1131, Alpha, New Jersey 08865-1131

     (c)  Vice President,  Hajdu Construction,  Inc., building contractors,  710
          New Brunswick Avenue, P.O. Box 1131, Alpha, New Jersey 08865-1131

     (d)  During the last five years, Brian W. Hajdu has not been convicted in a
          criminal proceeding.

     (e)  During the last five  years,  Brian W. Hajdu has not been a party to a
          civil proceeding or administrative body and was or is not subject to a
          judgment,  decree or final order  enjoining  future  violations of, or
          prohibiting  or  mandating  activities  subject  to,  federal or state
          securities laws or finding any violation with respect to such laws.

     (f)  United States of America.


                                   Page 3 of 6

<PAGE>


     Mr.  Brian W. Hajdu is a  co-trustee  of the Hajdu  Group  Retirement  Plan
("Plan"),  whose principal office is located at 710 New Brunswick  Avenue,  P.O.
Box 1131, Alpha, New Jersey 08865-1131. The Plan administers the retirement plan
for the eligible  employees  of Hajdu  Construction,  Inc.  During the last five
years, the Plan has not been convicted in a criminal proceeding and has not been
a party to a civil proceeding or  administrative  body and was or is not subject
to a  judgment,  decree  or final  order  enjoining  future  violations  of,  or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Considerations

Date        Transferred From or To             No. of Shares              Cost
- ----        ----------------------             -------------              ----

04/02/71    Warrants                                 50                  $40.00
04/01/81    Stock Split (3 for 1)                   150             after 27.33
02/11/83    Cline                                   250                 unknown
05/02/86    Stock Split (5 for 1)                 1,800             after 15.40
09/10/87    Dividend Reinvestment                    20                   15.65
12/10/87    Dividend Reinvestment                    22                   15.65
03/10/88    Dividend Reinvestment                    16                   20.94
06/10/88    Dividend Reinvestment                    17                   20.94
09/09/88    Dividend Reinvestment                    19                   20.94
12/09/88    Dividend Reinvestment                    20                   20.94
03/10/89    Dividend Reinvestment                    16                   24.03
06/09/89    Dividend Reinvestment                    18                   24.03
09/08/89    Dividend Reinvestment                    19                   24.03
12/08/89    Dividend Reinvestment                    19                   24.03
03/09/90    Dividend Reinvestment                    17                   25.81
06/08/90    Dividend Reinvestment                    18                   25.81
12/04/92    Stock Offering                          425                   18.00
03/10/94    Dividend Reinvestment                    27                   24.23
05/13/94    Stock Split (3 for 1)                 5,845              after 8.50
06/10/94    Dividend Reinvestment                    80                    8.50
09/09/94    Dividend Reinvestment                    79                    9.00
12/09/94    Dividend Reinvestment                    79                    9.00
03/10/95    Dividend Reinvestment                    80                    9.00
06/09/95    Dividend Reinvestment                    73                   9.875
09/08/95    Dividend Reinvestment                    44                   10.50
12/08/95    Dividend Reinvestment                    38                   12.00
03/08/95    Dividend Reinvestment                    71                   11.75
                                                 
            TOTAL                                 9,312
                                               


                                   Page 4 of 6
<PAGE>


Item 4. Purpose of Transaction

     The purpose of the  acquisitions by the Reporting  Person is for investment
purposes.  The  Reporting  Person has no plans or  proposals  which relate to or
would result in:

     (a)  The acquisition by any person of additional  securities of the Issuer,
          or the disposition of securities of the Issuer;

     (b)  An   extraordinary   corporate   transaction,   such   as  a   merger,
          reorganization  or  liquidation,  involving  the  Issuer or any of its
          subsidiaries;

     (c)  A sale or transfer of a material amount of assets of the Issuer or any
          of its subsidiaries;

     (d)  Any change in the present  board of  directors  or  management  of the
          Issuer,  including any plans or proposals to change the number or term
          of directors or to fill any existing vacancies on the board;

     (e)  Any material change in the present  capitalization  or dividend policy
          of the Issuer;

     (f)  Any  other  material  change in the  Issuer's  business  or  corporate
          structure, including but not limited to, if the Issuer is a registered
          closed-end  investment  company,  any plans or  proposals  to make any
          changes  in its  investment  policy  for which a vote is  required  by
          section 13 of the Investment Company Act of 1940;

     (g)  Changes in the Issuer's charter,  bylaws or instruments  corresponding
          thereto or other actions which may impede the  acquisition  of control
          of the Issuer by any person;

     (h)  Causing a class of  securities  of the  Issuer to be  delisted  from a
          national securities exchange or to cease to be authorized to be quoted
          in  an  inter-dealer   quotation  system  of  a  registered   national
          securities association;

     (i)  A class of equity  securities  of the  Issuer  becoming  eligible  for
          termination of registration  pursuant to Section  12(g)(4) of the Act;
          or

     (j)  Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

     (a)  Barry L.  Hajdu --  75,554  shares or 1.8% of the  outstanding  Common
          Stock.
          Brian W.  Hajdu --  76,459  shares or 1.8% of the  outstanding  Common
          Stock.
          Hajdu  Group   Retirement  Plan  --  66,242  shares  or  1.5%  of  the
          outstanding Common Stock.


                                   Page 5 of 6
<PAGE>


     (b)  Barry L. Hajdu:  9,312 shares held individually and 66,242 shares held
          as one of the two co-trustees for the Hajdu Group  Retirement Plan who
          shares voting and investment power with the other co-trustees.Brian W.
          Hajdu:  10,217 shares held  individually and 66,242 shares held as one
          of the two co-trustees for the Hajdu Group  Retirement Plan who shares
          voting and investment power with the other co-trustees.
   
     (c)  None.

     (d)  None.

     (e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer

     None.

Item 7. Material to be Filed as Exhibits

     Article VII of the Plan and Trust Agreement for the Hajdu Group  Retirement
Plan  delineating the powers and  responsibilities  of the co-trustees was filed
with the Reporting  Person's original Schedule 13D, on February 27, 1997, and is
incorporated by reference into this Item 7.

Signature

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



May 14, 1998                            /s/ Barry L. Hajdu
                                        ------------------------------------
                                        Barry L. Hajdu, the Reporting Person





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