LAKELAND BANCORP INC
10-Q/A, 1995-12-29
STATE COMMERCIAL BANKS
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                   SECURITIES  AND  EXCHANGE  COMMISSION
                          Washington, D.C.  20549

                                 Form 10-Q

      (MARK  ONE)
      
      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
            1995.
      [ ]   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          33-27312



                      Lakeland Bancorp, Inc.
      (Exact name of registrant as specified in its charter)


New Jersey                                             22-2953275
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                       Identification No.)

         250 Oak Ridge Road, Oak Ridge, N.J.            07438-8906
   (Address of principal executive offices)             (Zip Code)

                              (201) 697-2000
             (Registrant's telephone number, including area code)


       Indicate  by check mark whether the registrant (1) has filed  all  
reports required  to be filed by Sections 13 or 15(d) of the Securities 
Exchange  Act  of 1934  during  the  preceding  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 _______

               APPLICABLE ONLY TO CORPORATE ISSUERS:

As of September 30, 1995, 1,616,727, common shares, $2.50 par value, were
outstanding.



<PAGE>
                         LAKELAND  BANCORP,  INC.

                                   INDEX


                                                                    Page
                                                                    Number

Part I.   Financial Information                                       1

Item 1.  Financial Statements
   
         Consolidated Statements of                                   2
         Condition as of December 31, 1994,
         and September 30, 1995 (Unaudited)

         Consolidated Statements of Income                            3
         for the Three and Nine Months Ended
         September 30, 1994 and 1995 (Unaudited)

         Consolidated Statements of Cash Flows                       4-5
         for the Nine Months Ended
         September 30, 1994 and 1995 (Unaudited)

         Notes to Consolidated Financial                             6-9
         Statements (Unaudited)

Item 2.  Management's Discussion and Analysis                      10-19
         of Financial Condition and Results of
         Operations

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K                             20

Signatures                                                            21

</page>

<PAGE>

PART I.     Financial Information


      Item 1.     Financial Statements

      Certain information and footnote disclosures required under generally
accepted  accounting  principles have been condensed or  omitted  from  the
following  consolidated  financial statements pursuant  to  the  rules  and
regulations  of the Securities and Exchange Commission.  Lakeland  Bancorp,
Inc.  (the  "registrant" or the "Company") believes  that  the  disclosures
presented  are  adequate to assure that the information  presented  is  not
misleading  in  any material respect.  It is suggested that  the  following
consolidated financial statements be read in conjunction with the  year-end
consolidated  financial  statements  and  notes  thereto  included  in  the
registrant's  Annual Report on Form 10-K for the year  ended  December  31,
1994.

       The  results of operations for the three and nine month period ended
September  30,  1995, are not necessarily indicative of the results  to  be
expected for the entire fiscal year.


</page>



<PAGE>

                          LAKELAND BANCORP, INC.
                             AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CONDITION
                                (Unaudited)
<TABLE>
                                                           December 31, September 30,
                                                               1994             1995
ASSETS
<S>                                                       <C>              <C>           
Cash and due from banks                                   $  16,211,222    $  13,877,487
Federal funds sold                                            1,300,000        8,800,000
                                                             __________       __________ 
  Cash and cash equivalents                                  17,511,222       22,677,487

Securities available for sale, 
  at estimated fair value                                    84,430,286       79,330,292
Securities held to maturity, 
  estimated fair value of
  $43,882,000 in 1994 and $46,366,000
  in 1995                                                    44,872,434       46,025,962
Loans, net                                                  172,196,797      183,538,824
Premises and equipment, net                                   8,261,801        7,989,276
Accrued interest receivable                                   3,663,145        3,783,701
Other assets                                                  2,652,087        1,667,418
                                                            ___________      ___________
     Total Assets                                         $ 333,587,772    $ 345,012,960
                                                            ===========      ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Deposits:
  Non-interest-bearing demand                           $   57,786,252    $  55,604,739
  Savings and interest-bearing demand                      178,068,491      158,216,428
  Club accounts                                              4,382,874        3,874,378
  Time                                                      57,324,563       83,469,031
  Time of $100,000 and over                                  9,559,163       12,598,479
                                                           ___________      ___________
     Total deposits                                        307,121,343      313,763,055
Other liabilities                                              305,386          694,889
                                                           ___________      ___________
     Total liabilities                                     307,426,729      314,457,944
                                                           ___________      ___________
Stockholders' equity

Common stock (par value $2.50 per share):

                                     1994          1995
                                    <C>         <C>        <C>              <C>              <C>     
   Authorized shares                3,379,098    3,456,284
   Issued and outstanding shares    1,527,131    1,616,727   3,817,828        4,041,818
Surplus                                                     17,736,878       20,379,560
Undivided profits                                            5,410,825        5,313,585
Unrealized (loss) gain on securities
 available for sale, net                                      (804,488)         820,053
                                                           ___________     ____________
    Total stockholders' equity                              26,161,043       30,555,016
    Total liabilities and stockholders' equity           $ 333,587,772    $ 345,012,960
                                                           ===========      ===========
</TABLE>

<TABLE> 
                       LAKELAND BANCORP INC.
                        AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)

                                      Three Months Ended        Nine Months Ended
                                         September 30,              September 30,
                                 1994        1995        1994          1995
<S>                          <C>         <C>         <C>          <C>           
INTEREST INCOME:
  Loans and fees             $3,526,752  $4,035,342  $10,068,524  $  11,758,551
  Federal funds sold            101,219     159,254      295,520        361,025
  Securities:
    U.S. Treasury             1,261,655   1,081,880    3,693,574      3,296,151
    U.S. Government agencies    443,578     417,262    1,340,912      1,179,516
    State and political
       subdivisions             247,544     209,749      747,232        635,902
    Other                       121,712     135,696      334,078        396,917
                              _________   _________   __________     __________
    Total interest income     5,702,460   6,039,183   16,479,840     17,628,062
                              _________   _________   __________     __________ 
        
INTEREST EXPENSE:
    Deposits                  1,942,816   2,389,330    5,680,388      6,671,380
                              _________   _________    _________      _________ 
    Borrowed money                 -          -              -           13,318

                                     
      Total interest expense  1,942,816   2,389,330    5,680,388      6,684,698
                                     
      Net interest income     3,759,644   3,649,853   10,799,452     10,943,364
                                     
PROVISION FOR LOAN LOSSES        41,678      98,685      105,763        107,465
                               ________   _________    _________     __________ 
      Net iinterest income
      after provision for
      loan losses             3,717,966   3,551,168   10,693,689     10,835,899
                              _________   _________   __________     __________
OTHER INCOME:
  Service charges on deposit
    accounts                    379,343     391,937    1,137,608      1,178,097
  Other income                   91,755      74,184      206,416        225,980
  Gain on sales and calls of
    securities available for sale    -          -           -            11,015
  Gain on calls of securities
    held to maturity                 -          -           -                90
  Gain on sale of premises
    and equipment                13,165         -         13,165             -
                                 ______       ______     _______        _______
                                     
  Total other income            484,263      466,121   1,357,189      1,415,182
                                _______     ________   _________      _________
OTHER EXPENSES
  Salaries and benefits       1,338,183   1,324,116    3,681,839      4,028,763
  Occupancy expense, net        267,494     256,245      807,455        757,946
  Furniture and equipment       203,527     225,277      606,977        670,489
  Other                         601,539     374,542    1,769,274      1,611,560
                              _________   _________    _________      _________
     Total other expense      2,410,743   2,180,180    6,865,545      7,068,758
                                     
INCOME BEFORE INCOME TAXES    1,791,486   1,837,109    5,185,333      5,182,323
INCOME TAXES                    552,796     612,996    1,569,457      1,654,244
                              _________   _________    _________      _________
  NET INCOME                 $1,238,690  $1,224,113  $ 3,615,876    $ 3,528,079
                              =========   =========    =========      =========
 Net income per common share $      .78  $      .76  $      2.27    $      2.19
 Weighted average number of   =========   =========    =========      =========
   shares outstanding         1,597,563   1,614,771    1,594,285      1,610,472
                              =========   =========    =========      =========
                                     

</TABLE>
        See accompanying notes to consolidated financial statements


                              LAKELAND BANCORP INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                           Nine Months Ended September 30,
                                                  1994             1995
                                     
Cash flows from operating activities:
Net income                                  $   3,615,876   $   3,528,079
Adjustments to reconcile 
  net income to net cash 
  provided by operating 
  activities:
  Net amortization of premiums
    and discounts on securities                 1,717,785       1,311,390
  Amortization of unearned 
    interest and deferred loan
    cost and fees                                  41,373          57,446
  Depreciation and amortization 
    of premises and equipment                     608,054         658,283
  Provision for loan losses                       105,763         107,465
  Gain on sales and calls of securities
    available for sale                               -            (11,015)
  Gain on calls of securities held to maturity       -                (90)
  Gain on sale of premises and equipment          (13,165)           -
  Gain on sale of other real estate                (9,420)           -
   (Increase) in accured interest receivable     (118,655)       (120,556)
   (Increase) in other assets                    (608,874)       (207,471)
            Increase in other liabilities          50,086         389,503
                                                _________       _________
                                                    
     Net cash provided by operating
       activities                               5,388,823       5,713,034
                                                _________       _________

Cash flows from investing activities:
   Proceeds from repayments and maturities of
      securities available for sale            10,598,800      14,891,641
   Proceeds from sales of securities 
      available for sale                          -             5,086,032
   Proceeds from calls of securities 
      available for sale                          300,000         500,000
   Purchases of securities available for sale (15,178,705)    (13,517,050)
   Proceeds from repayments and maturities of
      securities held to maturity               7,608,312       8,453,300
   Proceeds from calls of securities 
      held to maturity                             -              100,000
   Purchases of securities held to maturity    (9,548,805)    (10,143,411)
   Proceeds from sale of student loans             -              303,281
   Proceeds from sale of participation 
      interest in loan                             -              400,000
   Net increase in loans receivable           (17,778,667)    (12,255,711)
   Loan recoveries                                 99,659         123,988
   Proceeds from sale of bank premises             28,865            -
   Additions to premises and equipment, net      (854,993)       (385,758)
   Proceeds from sale of real estate owned         10,809          13,854
                                               __________      ___________ 

     Net cash (used in) investing activities  (24,714,725)     (6,429,834)
                                               __________      ___________
Cash flows from financing activities:
   Net increase in deposits                    13,248,862       6,641,712
   Proceeds from sale of common stock             163,800         409,200
   Cash dividends paid on common stock           (898,358)     (1,167,847)
                                               __________      ___________ 
                                    
            Net cash provided by financing
                 activities                    12,514,304       5,883,065
                                               __________      __________
Net (decrease) increase in cash and cash
    equivalents                                (6,811,598)      5,166,265
Cash and cash equivalents - beginning          25,615,849      17,511,222
                                               __________      __________
                                     
Cash and cash equivalents - ending         $   18,804,251   $  22,677,487
                                               ==========      ==========
                                     
       See accompanying notes to consolidated financials statements.




                           LAKELAND BANCORP INC.
                             AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                          Nine Months Ended September 30,
                                              1994              1995
Supplemental disclosures of cash flow information:
  Cash paid during the nine month period for:
    Income taxes (federal and state)     $ 1,890,192      $  1,783,672
    Interest                               5,650,170         6,353,103
                                     
Supplemental schedule of noncash 
  investing and financing activities:
    Transfer of securities from held to
       maturity to available for sale    $92,666,375      $       -
    Unrealized (loss) gain on securities
       available for sale, net of deferred
       income taxes                         (113,435)       1,624,541
    Charge off of loans receivable to 
       allowance for loan losses             180,422          131,453
    Transfer of loans receivable to real 
       estate owned                          291,833           70,254
    Loan to facilitate the sale of 
       real estate owned                        -             148,750
    Stock dividend                         3,584,309        2,457,472



                           LAKELAND BANCORP INC.
                             AND SUBSIDIARIES
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
1.  BASIS OF PRESENTATION

The  accompanying unaudited consolidated financial statements were prepared
in   accordance  with  instructions  for  Form  10-Q  and  do  not  include
information or footnotes necessary for a complete presentation of financial
condition,  results  of  operations, and  cash  flows  in  conformity  with
generally  accepted accounting principles.  Reference is made  to  Lakeland
Bancorp, Inc.'s (the "Corporation") Annual Report on Form 10-K for the year
ended December 31,1994, for information regarding the Corporation's audited
financial  statements.   In  the  opinion of  management,  all  adjustments
(consisting  only  of normal recurring adjustments) necessary  for  a  fair
presentation  of the consolidated financial statements have been  included.
The results of operations for the three and nine months ended September 30,
1995,  are not necessarily indicative of the results which may be  expected
for the entire fiscal year.

2.  NET INCOME PER COMMON SHARE

Net  income  per share of common stock is calculated based on the  weighted
average number of shares of common stock outstanding during the period.  On
May  24,  1995, the Corporation's Board of Directors authorized a 5%  stock
dividend  which was distributed on June 30, 1995.  Per share  amounts  have
been retroactively restated to give effect of the stock dividend.

3.  NEW ACCOUNTING STANDARDS

In  May  1993,  the  Financial Accounting Standards Board  ("FASB")  issued
Statement  of  Financial  Accounting  Standards  ("Statement")   No.   115,
"Accounting  for  Certain  Investments  in  Debt  and  Equity  Securities."
Statement  No. 115 generally requires that debt and equity securities  that
have  readily determinable fair values be carried at fair value unless they
are  classified as held to maturity.  Securities can be classified as  held
to  maturity and carried at amortized cost only if the reporting entity has
a positive intent and ability to hold those securities to maturity.  If not
classified  as  held  to maturity, such securities must  be  classified  as
trading  securities  or securities available for sale.  Unrealized  holding
gains  or losses for securities available for sale are to be excluded  from
earnings  and  reported  as a separate component of  stockholders'  equity.
Unrealized  holding  gains  and losses for trading  securities  are  to  be
included  in earnings.  The statement's effective date is for fiscal  years
beginning  after  December 15, 1993.  Upon adoption of Statement  No.  115,
effective  January  1,  1994,  $92,666,375 of  investment  securities  were
classified  as  available for sale, the effect of  which  was  to  increase
stockholders'  equity,  net  of  deferred income  taxes,  by  approximately
$1,866,000.  The adoption of Statement No. 115 had no effect on net income.

In May 1993, the FASB issued Statement No. 114 "Accounting by Creditors for
Impairment of a Loan."  Statement No. 114 generally requires all creditors
to account for impaired loans, except for  large groups of smaller-balance 
homogenous loans that are collectively evaluated  for impairment and those 
loans that are accounted  for  at  fair value  or at the lower of cost or 
fair value, at the present value  of  the expected  future  cash  flows 
discounted at the loan's  effective  interest rate.   Statement No. 114 
also provides that in-substance foreclosed  loans should  not  be  included
in  real estate owned  for  financial  reporting purposes,  but rather 
should be included in the loan portfolio.   Statement No.  114  is effective
for fiscal years beginning after December 15,  1994.  In  October 1994, 
the FASB amended certain provisions of Statement No.  114 via  the  issuance
of  Statement No. 118,  "Accounting  by  Creditors  for Impairment of a 
Loan - Income Recognition and Disclosures."  Statement  No. 118  amends  
Statement No. 114 by eliminating provisions describing  how  a creditor 
should report income on an impaired loan and increasing disclosure
requirements as to information on recorded investments in certain  impaired
loans and how a creditor recognizes related interest income.  The effective
date  of  Statement  No.  118 is the same as for Statement  No.  114.   The
provisions  of  Statement No. 114, as amended by Statement  No.  118,  were
adopted  effective January 1, 1995.  Such adoption did not have a  material
adverse  effect  on the Corporation's consolidated financial  condition  or
results of operations.

4.  SECURITIES AVAILABLE FOR SALE

                                       December 31, 1994

                               Amortized       Gross Unrealized      Carrying
                                 Cost        Gains       Losses        Value

U.S. Treasury               $  47,139,986  $   20,158  $  964,019  $  46,196,125
U.S. Government agencies       16,262,173      19,915     341,838     15,940,250
States and political
subsidivisions                 17,424,791     101,042     141,648     17,384,185
Other debt securities           3,743,470         -       124,689      3,618,781
Equity security                 1,204,882      86,063        -         1,290,945
                               __________     _______   _________     __________
                            $  85,775,302  $  227,178  $1,572,194  $  84,430,286
                               ==========     =======   =========     ==========

<TABLE>
                                                       September 30, 1995
                                    Amortized           Gross Unrealized     Carrying
                                     Costs          Gains       Losses         Value
<S>                              <C>             <C>          <C>        <C>          
U.S. Treasury                    $ 39,729,014    $  348,693   $  67,519  $  40,010,188
U.S. Government agencies           15,669,578        77,634      17,524     15,729,688
States and political subdivisions  16,852,511       310,993     157,725     17,005,779
Other debt securities               4,494,992        34,290      10,156      4,519,126
Equity security                     1,204,882       860,630        -         2,065,512
                                   __________     _________     _______     __________
                                 $ 77,950,977   $ 1,632,240  $  252,924  $  79,330,293
                                   ==========     =========     =======     ==========


4.  SECURITIES AVAILABLE FOR SALE (Cont'd).

The following is a summary of securities available for sale by maturity:

                                                September 30, 1995
                                           Amortized            Carrying
                                             Cost                  Value

Due in one year or less                $  27,968,570           $  28,186,975
Due after one year through five years     48,737,525              49,037,806
Due after five years through ten years        40,000                  40,000
Equity security                            1,204,882               2,065,512
                                          __________              __________
                                       $  77,950,977           $  79,330,293
                                          ==========              ==========

5.  SECURITIES HELD TO MATURITY

                                                  December 31, 1994
                              Carrying        Gross Unrealized          Estimated
                               Value         Gains        Losses       Fair Value

U.S. Treasury               $28,865,887     $  24,715  $   759,758   $  28,130,844
U. S. Government agencies     9,773,308        22,239      132,766       9,662,781
States and political 
  subsidivisions              2,069,081        32,689         -          2,101,770
Other debt securities         4,164,158         2,063      179,799       3,986,422
                             __________        ______    _________      __________   
                            $44,872,434     $  81,706  $ 1,072,323  $   43,881,817
                             ==========        ======    =========      ==========

                                                     September 30, 1995
                                Carrying           Gross Unrealized      Estimated
                                  Value            Gains     Losses      Fair Value

U.S. Treasury                  $29,653,545        $354,896  $197,941    $29,810,500
U.S. Government agencies        11,028,187         167,405    16,436     11,179,156
State and political subdivision  1,566,336          53,519     9,567      1,610,288
Other debt securities            3,777,894           5,586    17,730      3,765,750
                                __________         _______   _______     __________
                               $46,025,962        $581,406  $241,674    $46,365,694
                                ==========         =======   =======     ==========

                           LAKELAND BANCORP INC.
                             AND SUBSIDIARIES
                                     
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd)

A summary of securities held to maturity by maturity follows:

                                            September 30, 1995
                                            Carrying         Estimated
                                             Value          Fair Value

Due in one year or less                 $  12,465,019     $  12,684,584
Due after on eyear through five years      33,360,943        33,478,360
Due after ten years                           200,000           202,750
                                           __________        __________
                                        $  46,025,962     $  46,365,694
                                           ==========         ==========
6.  LOANS, NET

                                         December 31,      September 30,
                                              1994            1995

Loans                                 $   175,244,413    $   186,722,443
Less:  Unearned income                        (47,616)           (83,619)
       Allowance for loans losses          (3,000,000)        (3,100,000)
                                          ___________        ___________
                                      $   172,196,797    $   183,538,824
                                          ===========        ===========
A summary of the activity in the allowance for loan losses is as follows:

                                               Nine Months
                                            Ended September 30,
                                            1994              1995
                                     
Balance - beginning                       $  3,000,000  $ 3,000,000
Provisions charged to operations               105,763      107,465
Loans charged off                             (180,422)    (131,453)
Recoveries of loans previously charged off      99,659      123,988
                                             _________    _________
Balance - ending                          $  3,025,000  $ 3,100,000
                                             =========    ========= 


                             PART I -- ITEM 2
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations

                            Three Month Summary

      The third quarter of 1995 resulted in decreased earnings for Lakeland
Bancorp,  Inc.  (the "Company") when compared to the same period  in  1994.
Net  income for the third quarter decreased $14,577 or 1.18% and net income
per share decreased $.02 or 2.56% compared to the same period in 1994.  The
decline  reflects decreases of $109,791 in net interest income and  $18,142
in  other income, combined with increases in the provision for loan  losses
of  $57,007 and income taxes of $60,200, partially offset by a decrease  in
other expenses of $230,563.

       The  Company's  annualized  return on  average  assets  and  average
stockholders' equity for the third quarter of 1995 were 1.45%  and  16.31%,
respectively,  compared  to 1.47% and 19.43%, respectively,  for  the  same
period in 1994.

                           Results of Operations

       Total  interest  income increased $336,723 or 5.90%  for  the  three
months ended September 30, 1995, when compared to the same period in  1994.
This  increase  resulted from increases of $508,590 or 14.42%  in  interest
earned  on  the loan portfolio and $58,035 or 57.34% in interest earned  on
federal  funds sold, which were partially offset by a decrease of  $229,902
or 11.08% in interest earned on securities.

       The  increase  in  interest income on loans was attributable  to  an
increase  in  average  balances of $18.1 million (principally  real  estate
mortgage  and  commercial loans) along with a 29 basis  point  increase  in
average  yield.  The increase in interest income on federal funds sold  was
attributable primarily to a 118 basis point increase in average yield.  The
decrease  in  interest income on the securities portfolio was  primarily  a
result  of  a  decrease in average balances of $14.2 million.  The  average
balance  decrease  in  this category reflects the Company's  investment  of
funds into higher yielding loans.

       Interest  expense on deposits increased $446,514 or 22.98%  for  the
third  quarter of 1995 compared to the same period in 1994.  This  increase
is  attributable to a 77 basis point increase in the average rate  paid  on
interest-bearing  deposits, which more than offset a  decrease  in  average
balances of $6.1 million in interest-bearing deposits.

       Net  interest income decreased $109,791 or 2.92% as the increase  in
interest  income  of  $336,723 was more than  offset  by  the  increase  in
interest expense of $446,514.  The decrease was the result of a decline  in
net  interest  margin, which more than offset an increase  in  average  net
earning  assets.  The annualized net interest margin (the average yield  on
interest-earning   assets,  less  the  average  cost  of   interest-bearing
liabilities)  decreased 49 basis points from 4.34%  to  3.85%.   While  the
average  yield  on earning assets increased 28 basis points from  7.31%  to
7.59%,  the average rate paid on interest-bearing liabilities increased  77
basis points from 2.97% to 3.74%.

       The  provision for loan losses increased $57,007 during this period.
During  the  third  quarter of 1995, the Company charged off  $103,355  and
recovered  $4,670 previously charged off compared to $125,440  and  $8,762,
respectively,  during  the same period in 1994.   The  allowance  for  loan
losses  at September 30, 1995, was 1.66% of total loans, compared to  1.71%
at  June  30, 1995, and 1.82% at September 30, 1994.  The Company believes,
based  on  management's ongoing review of loan quality, economic condition,
loss  experience, and loan growth, that the allowance for  loan  losses  is
adequate.

       The  following table sets forth for the nine months ending September
30, 1994, and 1995, and for each of the five years ended December 31, 1990,
through  1994,  the  historical relationships among  the  amount  of  loans
outstanding, the allowance for loan losses, the provision for loan  losses,
the amount of loans charged-off and the amount of loan recoveries:


</TABLE>
<TABLE>
                                     NINE MONTHS ENDED
                                        SEPTEMBER 30,              YEAR ENDED DECEMBER 31,
<S>                                <C>         <C>        <C>        <C>        <C>       <C>        <C>
                                     1995         1994       1994      1993      1992        1991      1990
                                                (Dollars in Thousands)
Balance of allowance at beginning
 of period                         $ 3,000     $ 3,000    $ 3,000    $ 2,450   $ 2,035    $ 1,400    $  780
                                     _____       _____      _____      _____     _____      _____       ___
Charge-offs:
   Commercial                           92          89        234         57       256        267       446
   Installment                          25          37         85        107        87         89        78
   Mortgage                             14          54         23         35        45          -         -   
                                       ___         ___       ____        ___       ___         ___      ___ 
      Total charge-offs                131         180        342        199       388         356      524
Recoveries:
   Commercial                          107          66         69         13         1           9       14
   Installment                          17          33         48         41        13          27       14
                                       ___         ___        ___         __        __          __       __
      Total recoveries                 124          99        117         54        14          36       28
                                       ___          __        ___        ___       ___         ___      ___   
Net charge-offs                          7          81        225        145       374         320      496
                                       ___         ___        ___        ___       ___         ___    _____    
Provision for loan losses              107         106        225        695       789         955    1,116
                                       ___         ___        ___        ___       ___         ___    _____ 
Balance of allowance at 
  end of period                    $ 3,100     $ 3,025    $ 3,000    $ 3,000   $ 2,450     $ 2,035  $ 1,400
                                     =====       =====      =====      =====     ======      =====    =====
Ratio of net charge-offs to average
  loans outstanding                   .00%        .05%       .14%       .11%     . 34%        .32%      .52%
Balance of allowance at end of period
  as a percent of loans              1.66%       1.71%      1.71%      2.01%     2.02%       1.94%     1.44%

</TABLE>
On  January 1, 1995, the Company adopted SFAS 114 ("Accounting by Creditors
for  Impairment  of  a Loan") and SFAS 118 ("Accounting  by  Creditors  for
Impairment of a Loan --Income Recognition and Disclosures") as required  by
generally  accepted accounting principles.  In doing so,  the  Company  has
identified loans for which the provisions of these pronouncements apply and
has  established  criteria to determine whether such  loans  are  impaired.
SFAS  114 provides that the provisions of such Statement are not applicable
to  large groups of smaller-balance homogeneous loans that are collectively
evaluated for impairment.  Accordingly, management has determined that SFAS
114  and  118  do  not  apply  to the following groups  of  smaller-balance
homogeneous loans:

                 CATEGORY                           INVESTMENT

             Mortgage:   Residential               $350,000 or less
             Mortgage:   Non-Residential            200,000 or less
             Commercial: Unsecured                   75,000 or less
             Commercial: Secured                    200,000 or less
             Consumer                                All loans
             Home Equity                            100,000 or less



       A  loan  evaluated under SFAS 114 is deemed impaired when, based  on
current  information and events, it is probable that the  Company  will  be
unable to collect all amounts due according to the contractual terms of the
loan  agreement.  An insignificant delay, which is defined as up to 90 days
by the Company, will not cause a loan to be classified as impaired.  A loan
is  not impaired during a period of delay in payment if the Company expects
to  collect  all amounts due, including interest accrued at the contractual
interest  rate for the period of delay.  Thus, a demand loan or other  loan
with  no  stated maturity is not impaired if the Company expects to collect
all  amounts  due,  including interest accrued at the contractual  interest
rate,  during the period the loan is outstanding.  All loans identified  as
impaired are evaluated independently.  The Company does not aggregate  such
loans for evaluation purposes.

       The  Company's policy concerning non-accrual loans states that loans
are placed on a non-accrual status when payments are 90 days delinquent  or
more.   Therefore, a loan will be considered to be impaired, when it is  90
days  delinquent and it exceeds the balance guidelines for  SFAS  114  non-
applicability stated above. It is, therefore, possible for a loan to be  on
non-accrual  status  and not be impaired if the balance  falls  within  the
above stated guidelines.

      SFAS 114 also requires that loans renegotiated, as part of a troubled
debt  restructuring, be classified as impaired and measured for  impairment
by discounting the total expected cash flow under the renegotiated terms at
the loan's original effective interest rate.  This requirement applies only
to loans renegotiated on or after the effective date of SFAS 114.

       Loans,  or  portions thereof, are charged-off when it is  determined
that  a loss has occurred.  Until such time, an allowance for loan loss  is
maintained   for   estimated  losses.   With  regard  to  interest   income
recognition  for payments received on impaired loans, as well as  all  non-
accrual  loans,  the  Company  follows FDIC  guidelines,  which  apply  any
payments to principal as long as there is doubt as to the collectibility of
the loan balance.

       As  of  September 30, 1995, based on the above criteria, the Company
classified   four  commercial  loans,  including  one  renegotiated   loan,
totalling  $1,060,000  and  four renegotiated residential  mortgage  loans,
totalling $476,000, as impaired.  The impairment of these loans is measured
using  the  present  value of future cash flows for the  five  renegotiated
loans  and is based on the fair value of the underlying collateral for  the
remaining three commercial loans.  Based upon such evaluation, $212,000 has
been allocated to the allowance for loan losses for impairment.

       The following schedule sets forth certain information regarding  the
Company's  non-accrual,  past due and renegotiated  loans  and  other  real
estate  owned (as such terms are defined in the Company's Annual Report  on
Form  10-K for the year ended December 31, 1994) as of September 30,  1995,
and as of December 31 of each of the last five years:

<TABLE>
                        SEPTEMBER 30,                        DECEMBER 31,
                          1995             1994        1993     1992      1991     1990
                                                            (In Thousands)
<S>                       <C>             <C>      <C>       <C>      <C>      <C>   
Non-accrual loans         $ 1,533         $ 1,501  $   483   $  213   $ 1,124  $   24
Past due loans                592             554    2,934    3,714     1,223   2,716
Renegotiated loans          2,332           1,740    2,366       --       --      --
                            _____           _____    _____     ____     _____   _____ 
  Total non-accrual, past due
  and renegotiated loans    4,457           3,795    5,783    3,927     2,347   2,740
Other real estate owned       527             629      458      --        --      --
                            _____           _____    _____    _____     _____   _____  
   Total                  $ 4,984         $ 4,424  $ 6,241  $ 3,927   $ 2,347 $ 2,740 
                            =====           =====    =====    =====     =====   ===== 
   
</TABLE>
       Included in the above schedule are two non-accrual commercial loans,
totalling  $629,000, one commercial past due loan, totalling $288,000,  and
five  renegotiated  loans, totalling $619,000, which represents  all  loans
categorized  as  impaired.  Therefore,  SFAS  114  has  no  impact  on  the
comparability of data in the above credit risk table.

       At  September  30,  1995, non-accrual loans  totaled  $1,533,000,  a
decrease  of  $123,000  compared to June 30,  1995.   This  net  change  is
primarily the result of the charging off of one commercial loan along  with
payments  received  on  other commercial loans.  Of the  total  non-accrual
loans  at  September  30, 1995, all are either in foreclosure,  in  various
stages of litigation, or on a repayment schedule.

       Other income decreased $18,142 or 3.75%.  Service charges on deposit
accounts increased $12,594 or 3.32%, and other income decreased by  $17,571
as compared to the third quarter of 1994. Additionally, there was a gain on
the sale of premises and equipment in 1994, totalling $13,165.

      Other expenses decreased by $230,563 or 9.56%.  Salaries and benefits
decreased  by  $14,067  or 1.05%.  Occupancy expense decreased  $11,249  or
4.21%.   This  was  primarily the result of lower  maintenance  costs.   An
increase  of  $21,750  or  10.69% in furniture  and  fixtures  expense  was
primarily the result of higher depreciation expenses due to asset additions
at  the Company's twelve offices.  Other non-interest expenses decreased by
$226,997  or 37.74%.  This was primarily due to a $191,535 refund  received
from  the  FDIC  during  the  third quarter.   This  refund  represented  a
reduction in the FDIC assessed deposit insurance rate from 23 basis  points
to four basis points retroactive to June 1, 1995.  Management anticipates a
$150,000  reduction in quarterly expenses related to FDIC deposit insurance
to continue in the near-term.

      Income taxes for the third quarter of 1995 totalled $612,996 or 33.4%
of  income  before income taxes, as compared to $552,796 or  30.9%  in  the
comparable 1994 period.

                            PART  I -- ITEM  2
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


                            Nine Month Summary

       The first nine months of 1995 resulted in decreased earnings for the
Company,  when  compared to the same period in 1994.  Net  income  for  the
first  nine  months  decreased $87,797 or 2.43% and net  income  per  share
decreased $.08 or 3.52% compared to the same period in 1994.  Increases  of
$143,912 in net interest income and $57,993 in other income were more  than
offset  by  increases  in other expenses of $203,213 and  income  taxes  of
$84,787.

       The  Company's  annualized  return on  average  assets  and  average
stockholders'  equity  for the first nine months of  1995  were  1.42%  and
16.48%,  respectively, compared to 1.46% and 19.41% for the same period  in
1994.


                           Results of Operations


       Total  interest income increased $1,148,222 or 6.97%  for  the  nine
months ended September 30, 1995, when compared to the same period in  1994.
This increase resulted primarily from increases of $1,690,027 or 16.79%  in
interest  earned  on the loan portfolio and $65,505 or  22.17%  on  federal
funds  sold, which were partially offset by a decrease of $607,310 or 9.93%
in interest earned on the securities portfolio.

       The  increase  in  interest income on loans was attributable  to  an
increase  in  average  balances of $20.5 million (principally  real  estate
mortgage  and  commercial loans) along with a 32 basis  point  increase  in
average yield.  The decrease in interest income on the securities portfolio
was  primarily a result of a decrease in average balances of $12.4 million.
The  average  balance  decrease  in this category  reflects  the  Company's
investment of funds into higher yielding loans.

       Interest  expense on deposits increased $990,992 or 17.45%  for  the
nine  months of 1995 compared to the same period in 1994. This increase  is
attributable  to  a  64 basis point increase in the average  rate  paid  on
interest-bearing  deposits, which more than offset a  decrease  in  average
balances  of  $8.7  million in interest-bearing deposits.   Total  interest
expense  increased  $1,004,310  or 17.68%,  reflecting  the  aforementioned
deposit  factors  along with $13,318 in interest expense  incurred  in  the
first quarter of 1995 on federal funds purchased.

       Net  interest  income increased $143,912 or 1.33% primarily  as  the
result  of increased balances of net earning assets, which more than offset
a  decline  in net interest margin.  The growth in net earning  assets  was
primarily  due to a 13% expansion in the loan portfolio funded  largely  by
non-interest earning deposits. The annualized net interest margin decreased
28  basis  points from 4.23% to 3.95%.  While the average yield on  earning
assets increased 36 basis points from 7.20% to 7.56%, the average rate paid
on  interest-bearing liabilities increased 64 basis points  from  2.97%  to
3.61%.

       Other income increased $57,993 or 4.27%.  Service charges on deposit
accounts  increased  $40,489  or 3.56%, gains  on  securities  transactions
totalled $11,105 in 1995, and miscellaneous income increased by $19,564  or
9.48% as compared to the first nine months of 1994.

      Other expenses increased by $203,213 or 2.96%.  Salaries and benefits
increased  by  $346,924  or 9.42% due to normal  salary  and  benefit  cost
increases.   Occupancy  expense  decreased  $49,509  or  6.13%.   This  was
primarily the result of lower maintenance costs. An increase of $63,512  or
10.46%  in  furniture  and equipment expense was primarily  the  result  of
higher depreciation expenses due to asset additions at the Company's twelve
offices.   A  decrease of $157,714 or 8.91% in other expenses is  primarily
due to a $191,535 refund received from the FDIC during the third quarter of
1995,  representing a 19 basis point deposit premium reduction  retroactive
to June 1, 1995.  Exclusive of the deposit insurance refund, other expenses
increased 1.91% from the prior period in 1994.

      Income taxes for the first nine months of 1995 totalled $1,654,244 or
31.9% of income before income taxes as opposed to $1,569,457 or 30.3% in
the comparable prior period.


                            Financial Condition

       The  Company's total assets increased $11.4 million  or  3.42%  from
December  31,  1994,  to  September 30, 1995.  This increase  is  primarily
attributable to a $7.5 million increase in federal funds sold and  a  $11.3
million  increase in the loan portfolio, which was partially  offset  by  a
$3.9  million  decrease  in the securities portfolio  and  a  $1.0  million
decrease in other assets.

       At  September  30,  1995,  the  Company's  securities  portfolio  of
$125,356,254 is segregated into classifications of "available for sale" and
"held to maturity" in accordance with FASB Statement No. 115.  As required,
available for sale securities are carried at fair value.  Unrealized  gains
and  losses  of  $1,632,240 and $252,924, respectively,  contained  in  the
available for sale portfolio, have been recorded, net of deferred taxes, as
a   separate  component  of  stockholders'  equity.   The  effect  of  such
adjustment  at September 30, 1995, is to increase stockholders'  equity  by
$820,053.  Securities held to maturity continue to be carried at historical
cost  and,  at September 30, 1995, contain unrealized gains and  losses  of
$581,406  and $241,674, respectively.  For the entire securities portfolio,
net unrealized gain stands at $1,719,048 at September 30, 1995, as compared
with a $2,335,633 unrealized loss at December 31, 1994. Such improvement is
a reflection of the decline in market interest rates experienced during the
first nine months of 1995 and its effect on debt security market values.

       See  notes  3,  4,  and  5  of the Notes to  Consolidated  Financial
Statements.

       Total  deposits  increased $6.6 million or 2.16% from  December  31,
1994,  to  September 30, 1995.  Savings, club, and interest-bearing  demand
deposits  decreased $20.4 million, while time deposits increased  by  $29.2
million.   This  shifting of deposits reflects the  transferring  of  lower
interest  rate savings and transaction account deposits to higher  yielding
time deposits.  Time deposits at September 30, 1995, represented 30.62%  of
total deposits compared to 21.78% at December 31, 1994.

       For  the  nine  months  ended September  30,  1995,  cash  and  cash
equivalents increased $5.2 million to $22.7 million at September 30,  1995.
Cash  provided by a $6.6 million net increase in deposits, $5.7 million  in
operating activities, as well as $5.2 million from securities transactions,
were  partially offset by cash required to fund a $10.1 million  excess  of
loans  originated over repayments and to pay dividends on common  stock  of
$1.2 million.

                            CAPITAL  RESOURCES


      In March 1989, the FDIC adopted a risk-based capital policy statement
which  imposed  a minimum capital standard on insured banks.   The  minimum
ratio of risk-based capital to risk-weighted assets (including certain off-
balance  sheet  items, such as standby letters of credit) is  now  8%.   At
least  half of the total capital is to be comprised of common stock  equity
and qualifying perpetual preferred stock, less goodwill ("Tier I capital").
The remainder ("Tier II capital") may consist of mandatory convertible debt
securities,  qualifying  subordinated debt, other  preferred  stock  and  a
portion of the allowance for loan losses. The Federal Reserve Board adopted
a similar risk-based capital guideline for the Company which is computed on
a consolidated basis.

      In addition, the Federal Reserve Board has established leverage ratio
guidelines (Tier I capital to average quarterly assets, less goodwill)  for
bank  holding  companies.  These guidelines provide for a minimum  leverage
ratio  of  3%  for  bank  holding companies  that  meet  certain  specified
criteria,  including  that they have the highest  regulatory  rating.   All
other holding companies will be required to maintain a leverage ratio of 3%
plus an additional cushion of at least 100 to 200 basis points.

       The  following  table reflects the Company's capital  ratios  as  of
September 30, 1995:

                                            Amount             Ratio
                                                   (In Thousands)

Risk-Based Capital Ratios:
Actual Tier I Capital                      $ 29,735            16.65%
Tier I Capital minimum amount                 7,142             4.00%
                                             ______            _____
Excess                                     $ 22,593            12.65%
                                             ======            =====

Actual Combined Tier I and Tier II Capital $ 31,978            17.91%
Combined Tier I and Tier II 
  Capital minimum requirement                14,285             8.00%
                                             ______             ____   
Excess                                     $ 17,393             9.91%
                                             ======             ====
                                            Amount              Ratio
Leverage Ratio:
Actual Tier I Capital to average
 third quarter assets                      $ 29,735              8.76%
Minimum leverage target                        *                   *
                                             ______              ____ 
Excess*                                        *                   *
                                             ======              ====

 *   No formal minimum leverage target (other than the three percent floor
  described above) has been established for the Company or the Bank as of
                            September 30, 1995.
                                     
                        PART II  OTHER  INFORMATION
                                     


Item 1          Legal Proceedings                  Not Applicable

Item 2          Changes in Securities              Not Applicable

Item 3          Defaults Upon Senior Securities    Not Applicable

Item 5          Other Information                  Not Applicable

Item 6          Exhibits and Reports on Form 8-K   None


(b)   Current Reports on Form 8-K filed during the quarter ended September
      30, 1995:  None


                                 SIGNATURE



      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                                          Lakeland Bancorp, Inc.
                                          (Registrant)



                                          /s/Arthur L. Zande
                                          Arthur L. Zande
                                          Executive Vice President
                                          (Chief Executive Officer)



                                          /s/William J. Eckhardt
                                          William J. Eckhardt
                                          Vice President and Treasurer
                                          (Chief Financial Officer)



Date

</PAGE>

<TABLE> <S> <C>

<ARTICLE>             9 
<MULTIPLIER>          1,000
       
<S>                   <C>
<PERIOD-TYPE>         9-MOS
<FISCAL-YEAR-END>                                         DEC-31-1995
<PERIOD-END>                                              SEP-30-1995
<CASH>                                                        $13,877
<INT-BEARING-DEPOSITS>                                              0
<FED-FUNDS-SOLD>                                                8,800
<TRADING-ASSETS>                                                    0
<INVESTMENTS-HELD-FOR-SALE>                                    79,330
<INVESTMENTS-CARRYING>                                         46,026
<INVESTMENTS-MARKET>                                           46,366
<LOANS>                                                       186,639 
<ALLOWANCE>                                                     3,100
<TOTAL-ASSETS>                                                345,013
<DEPOSITS>                                                    313,763
<SHORT-TERM>                                                        0
<LIABILITIES-OTHER>                                               695
<LONG-TERM>                                                         0
<COMMON>                                                        4,042
                                               0
                                                         0
<OTHER-SE>                                                     26,513        
<TOTAL-LIABILITIES-AND-EQUITY>                                345,013
<INTEREST-LOAN>                                                11,759
<INTEREST-INVEST>                                               5,508
<INTEREST-OTHER>                                                  361
<INTEREST-TOTAL>                                               17,628
<INTEREST-DEPOSIT>                                              6,671
<INTEREST-EXPENSE>                                              6,685
<INTEREST-INCOME-NET>                                          10,943
<LOAN-LOSSES>                                                     107 
<SECURITIES-GAINS>                                                 11
<EXPENSE-OTHER>                                                 7,069
<INCOME-PRETAX>                                                 5,182
<INCOME-PRE-EXTRAORDINARY>                                      3,528
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                    3,528
<EPS-PRIMARY>                                                    2.19 
<EPS-DILUTED>                                                    2.19
<YIELD-ACTUAL>                                                   7.56
<LOANS-NON>                                                     1,533
<LOANS-PAST>                                                      592
<LOANS-TROUBLED>                                                2,332
<LOANS-PROBLEM>                                                     0
<ALLOWANCE-OPEN>                                                3,000
<CHARGE-OFFS>                                                     131
<RECOVERIES>                                                      124
<ALLOWANCE-CLOSE>                                               3,100
<ALLOWANCE-DOMESTIC>                                            3,100
<ALLOWANCE-FOREIGN>                                                 0
<ALLOWANCE-UNALLOCATED>                                             0
        

</TABLE>


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