CARNEGIE BANCORP
8-K, 1997-04-16
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

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

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)

                                 APRIL 14, 1997
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                                CARNEGIE BANCORP
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             (Exact name of registrant as specified in its charter)


        NEW JERSEY                     0-2456                 22-3257100
- ----------------------------        ------------          -------------------
(State or other jurisdiction        (Commission             (IRS Employer
      of incorporation)             File Number)          Identification No.)


        619 ALEXANDER ROAD, PRINCETON, NEW JERSEY             08540
        -----------------------------------------           ----------
        (Address of principal executive offices)            (Zip Code)


       Registrant's telephone number, including area code (609) 520-0601
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<PAGE>


ITEM 5. OTHER EVENTS.

     On April 14, 1997, the Registrant issued a press release announcing its
earnings for the quarter ended March 31, 1997.


<PAGE>


                                   SIGNATURES

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


                                                CARNEGIE BANCORP
                                                (Registrant)


                                                 By: /s/ RICHARD ROSA
                                                     ---------------------------
                                                     Richard Rosa,
                                                     Chief Financial Officer

Dated:  April 15, 1997 


<PAGE>


                                  EXHIBIT INDEX

                           CURRENT REPORT ON FORM 8-K

                                                                   
Exhibit No.                   Description                          
- ----------                    -----------                           
   99             Press Release dated April 14, 1997 announcing 
                  Registrant's earnings for the quarter ended
                  March 31, 1997.



                                CARNEGIE BANCORP


FOR IMMEDIATE RELEASE
- ---------------------
                        CARNEGIE BANCORP ATTAINS HIGHEST

                          QUARTERLY EARNINGS IN HISTORY


     PRINCETON, NEW JERSEY -- April 14, 1997. Carnegie Bancorp announced today
that it had posted its highest quarterly net income after taxes in its history.
For the quarter ended March 31, 1997, Carnegie earned $767,000, compared to
$606,000 for the same period last year, an increase of almost 27%. Primary and
fully diluted net income per share for the first quarter of 1997 was $.33 per
share, compared to $.29 per share for both primary and fully diluted net income
for the first quarter in 1996.

     Prior to this unprecedented quarter, Carnegie's record quarterly earnings
were posted at March 31, 1996. The primary reasons for the significant increase
in earnings have been the growth of the Company's four newest branches (Toms
River, Montgomery and Flemington, New Jersey and Langhorne, Pennsylvania) to
profitable operations, as well as the tremendous loan growth in 1996.

     Shares outstanding increased to 2,080,526 at March 31, 1997, compared to
1,754,441 at March 31, 1996.

     As of March 31, 1997, total loans increased to over $266 million, or an
increase of nearly 48% over the same period last year. Carnegie posted nearly
$383 million in total assets and over $341 million in total deposits, increases
of nearly 43% and 45% respectively, compared to 1996.

     Carnegie Bank, N.A. is the single subsidiary of Carnegie Bancorp. The bank
serves small businesses, professionals and high net worth individuals through
its branch offices located in Princeton, Hamilton, Marlton, Denville, Toms
River, Montgomery Township, Flemington, New Jersey and Langhorne, Pennsylvania.
The Company's stock is listed on the Nasdaq National Market System. Its trading
symbol for common stock is CBNJ and CBNJW for warrants.



FOR FURTHER INFORMATION, PLEASE CONTACT: Thomas L. Gray, Jr., President
                                         (609) 521-0601


619 ALEXANDER RD., PRINCETON, NJ 08540 o 609-520-0601 o FAX 609-452-2492




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