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

                                  UNITED STATES
                       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, 1996

                                       OR

[   ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to
                           ------------- -------------

                         Commission file number 0-17515

                            COLLECTIVE BANCORP, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                      22-2942769
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification No.)

   716 West White Horse Pike
     Cologne , New Jersey                                       08213
(Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (609) 625-1110


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 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 ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                 Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

     Common stock, par value $.01 per share, 20,421,524 shares outstanding as of
September 30, 1996.

================================================================================


<PAGE>
PART I
Item I
                    COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                 STATEMENTS OF CONSOLIDATED FINANCIAL CONDITION
<TABLE>
<CAPTION>

                                                                         September 30                June 30
                                                                            1996                       1996
                                                                        --------------             --------------
<S>                                                                     <C>                        <C>
ASSETS                                                                       (Dollar amounts in thousands)
     Cash                                                                  $   79,237                 $   65,084
     Federal funds sold                                                         3,647                      3,646
                                                                        --------------             --------------
                 Total cash and cash equivalents                               82,884                     68,730

     Loans held for sale, at amortized cost, market
          value of $2,996 and $5,231                                            2,957                      5,186
     Securities available for sale, at market value                          162,367                    162,284
     Investment securities, at amortized cost, market
          value of $283,878 and $271,650                                      287,059                    276,171
     Loans receivable, net                                                  2,704,156                  2,548,150
     Mortgage-backed securities, at amortized cost,
          market value of $1,834,870 and $1,896,831                         1,903,685                  1,973,642
     Real estate acquired in settlement of loans, net                           4,350                      5,427
     Land, office buildings and equipment, net                                 39,019                     39,239
     Other assets                                                              42,747                     42,335
     Core deposit premium                                                       7,640                      8,191
     Goodwill                                                                  15,619                     16,116
                                                                        --------------             --------------
                 Total assets                                              $5,252,483                 $5,145,471
                                                                        ==============             ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
     Deposits:
        Demand deposits, non-interest bearing                              $  103,161                $   95,792
        Demand deposits, interest bearing                                     528,375                    508,295
        Savings and investment accounts                                       845,587                    845,199
        Savings certificates                                                1,865,733                  1,805,101
                                                                        --------------             --------------
                 Total deposits                                             3,342,856                  3,254,387

     Borrowed funds                                                         1,475,231                  1,473,448
     Advance payments by borrowers for
        taxes and insurance                                                    24,360                     26,852
     Other liabilities                                                         45,987                     26,480
                                                                        --------------             --------------
                 Total liabilities                                          4,888,434                  4,781,167
                                                                        --------------             --------------

     Stockholders' Equity:
        Common stock, par value $.01 per share;  authorized - 37,000,000 shares;
            issued - 20,421,524  shares in September 1996 and 20,418,641  shares
            in June 1996; outstanding - 20,372,024 shares in September
            1996 and 20,374,141 shares in June 1996                               204                        204
        Preferred stock, par value $.01 per share;
            authorized - 2,500,000 shares; none
            outstanding                                                             -                          -
        Additional paid-in capital                                             59,768                     59,699
        Treasury stock, at cost; 49,500 shares in September 1996
            and 44,500 shares in June 1996                                     (1,230)                    (1,093)
        ESOP debt                                                              (5,546)                    (5,816)
        Unrealized appreciation on available for sale securities,
            net of tax                                                          1,348                      1,090
        Retained earnings, substantially restricted                           309,505                    310,220
                                                                        --------------             --------------
                 Total stockholders' equity                                   364,049                    364,304
                                                                        --------------             --------------
                 Total liabilities and stockholders' equity                $5,252,483                 $5,145,471
                                                                        ==============             ==============
</TABLE>

                                       2
<PAGE>

                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                      STATEMENTS OF CONSOLIDATED OPERATIONS

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                           September 30
                                                                                     1996               1995
                                                                                 -------------      --------------
                                                                        (Dollar amounts in thousands except per share data)
<S>                                                                              <C>                <C>
INTEREST INCOME:
      Interest on mortgage loans                                                      $47,369             $42,873
      Interest on other loans                                                           3,617               4,143
      Interest on mortgage-backed securities                                           33,607              36,165
      Interest and dividends on investments                                             6,204               5,687
                                                                                 -------------      --------------
             Total interest and dividend income                                        90,797              88,868
                                                                                 -------------      --------------

INTEREST EXPENSE:
      Interest on deposits                                                             34,117              33,279
      Interest on Federal Home Loan Bank
          advances and other borrowed funds                                            19,803              21,884
                                                                                 -------------      --------------
             Total interest expense                                                    53,920              55,163
                                                                                 -------------      --------------

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES                                   36,877              33,705
PROVISION FOR LOAN LOSSES                                                                 715                 286
                                                                                 -------------      --------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                                    36,162              33,419
                                                                                 -------------      --------------

OTHER INCOME:
      Loan servicing                                                                    1,006                 950
      Gain on sale of loans and securities                                                 32                 634
      Financial service fees and other income                                           3,068               2,465
                                                                                 -------------      --------------
             Total other income                                                         4,106               4,049
                                                                                 -------------      --------------
      Total income before other expense                                                40,268              37,468
                                                                                 -------------      --------------

OTHER EXPENSE:
      Compensation and employee benefits                                                7,034               6,979
      Occupancy expense                                                                 2,636               2,679
      Advertising                                                                         325                 255
      Deposit insurance                                                                 1,491               1,424
      SAIF recapitalization assessment                                                 16,653                      -
      Computer services                                                                 1,019               1,242
      Loan expense                                                                        776                 715
      Real estate operations                                                               81                 (24)
      Amortization of intangibles                                                       1,048               1,205
      Other expenses                                                                    2,777               2,477
                                                                                 -------------      --------------
             Total other expense                                                       33,840              16,952
                                                                                 -------------      --------------

INCOME BEFORE INCOME TAXES                                                              6,428              20,516
INCOME TAXES                                                                            2,050               7,319
                                                                                 -------------      --------------
NET INCOME                                                                             $4,378             $13,197
                                                                                 =============      ==============

PER SHARE DATA:
      Primary and fully diluted net income per share                                    $0.21               $0.65
      Dividends per common share                                                        $0.25               $0.20
      Average primary shares outstanding                                           20,432,072          20,430,540
      Average fully diluted shares outstanding                                     20,451,149          20,444,438
</TABLE>

                                       3
<PAGE>
                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                      STATEMENTS OF CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                September 30
                                                                        -----------------------------
                                                                           1996              1995
                                                                        ------------     ------------
                                                                         (Dollar amounts in thousands)
<S>                                                                     <C>              <C>
OPERATING ACTIVITIES:
Interest received                                                        $   89,337       $   86,222
Interest paid                                                               (53,171)         (54,846)
Operating expenses                                                          (18,144)         (15,004)
Sales of trading securities                                                       -           13,328
Loan fees                                                                     1,262            1,457
Other income received                                                         4,106            4,250
Income taxes paid                                                            (1,126)               -
                                                                        ------------     ------------
Net cash provided by operating activities                                    22,264           35,407
                                                                        ------------     ------------

INVESTING ACTIVITIES:
Loan originations                                                          (268,876)        (133,255)
Purchases of loans                                                             (500)         (13,874)
Purchases of mortgage-backed securities                                          (2)               -
Repayment of loan principal                                                 110,285           87,259
Repayment of mortgage-backed security principal                              70,701           43,035
Sales of loans held for sale                                                 13,139           33,866
Purchases of investment securities                                          (16,974)         (22,030)
Purchases of mortgage-backed securities available for sale                  (10,031)         (30,333)
Sales of mortgage-backed securities available for sale                        7,017           28,890
Repayment of principal on mortgage-backed securities available for sale       4,109            4,598
Maturities of investment securities                                           5,323           80,149
Net decrease in real estate owned                                             1,077            1,261
Net change in loans maturing in 3 months or less                             (7,500)         (15,000)
Other investing, net                                                          1,770          (12,881)
                                                                        ------------     ------------
Net cash (used for) provided by investing activities                        (90,462)          51,685
                                                                        ------------     ------------

FINANCING ACTIVITIES:
Net change in deposits                                                       88,469          (92,242)
Net change in Federal Home Loan Bank advances                                     -         (395,000)
Net change in other borrowed funds                                            1,783          397,657
Net decrease in advance payments by borrowers
   for taxes and insurance                                                   (2,492)          (2,694)
Dividends paid                                                               (5,105)          (4,073)
Other financing, net                                                           (303)          (2,257)
                                                                        ------------     ------------
Net cash provided by (used for) financing activities                         82,352          (98,609)
                                                                        ------------     ------------
Net increase (decrease) in cash and cash equivalents                         14,154          (11,517)
Cash and cash equivalents, beginning of period                               68,730           69,973
                                                                        ------------     ------------
Cash and cash equivalents, end of period                                 $   82,884       $   58,456
                                                                        ============     ============

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Net income                                                                $   4,378       $   13,197
Net change in trading securities                                                  -           13,328
Amortization and accretion of deferred charges and credits, net                (273)            (511)
Amortization of intangibles                                                   1,048            1,205
Accrued income and expense                                                   20,049            8,343
Deferred income and expense                                                  (5,069)          (1,853)
Provision for loan and real estate owned losses                                 671              271
Depreciation and amortization                                                 1,191            1,158
ESOP debt repayment                                                             269              269
                                                                        ------------     ------------
Net cash provided by operations                                          $   22,264       $   35,407
                                                                        ============     ============
</TABLE>
     Note:  Certain  reclassifications  have  been  made  to  the  Statement  of
Consolidated Cash Flows for the three months ended September 30, 1995 to conform
to the 1996 presentation.

                                       4
<PAGE>
                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                 STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                       Unrealized
                                                                                                  Appreciation
                                                  Additonal                            on Available
                                        Common      Paid-In    Treasury         ESOP     for Sale     Retained
                                         Stock      Capital       Stock         Debt   Securities     Earnings        Total
                                    ----------------------------------------------------------------------------------------
                                                                 (Dollar amounts in thousands)
<S>                                  <C>         <C>           <C>        <C>           <C>        <C>            <C>
BALANCE JUNE 30, 1995                     $204      $59,299           -      $(6,892)      $2,136     $273,045     $327,792

  Net income for the year                    -            -           -            -            -       54,500       54,500
  Stock options exercised                    -          279           -            -            -            -          279
  Dividends on common
     stock - $.85 per share                  -            -           -            -            -      (17,325)     (17,325)
  Purchase of treasury stock                 -            -      (1,093)           -            -            -       (1,093)
  ESOP debt repayment                        -                        -        1,076            -            -        1,076
  ESOP shares released                       -          121           -            -            -            -          121
  Securities valuation                       -            -           -            -       (1,046)           -       (1,046)
                                    ----------------------------------------------------------------------------------------

BALANCE JUNE 30, 1996                      204       59,699      (1,093)      (5,816)       1,090      310,220      364,304

  Net income fiscal year to date             -            -           -            -            -        4,378        4,378
  Stock options exercised                    -           19           -            -            -            -           19
  Dividends on common
     stock - $.25 per share                  -            -           -            -            -       (5,093)      (5,093)
  Purchase of treasury stock                 -            -        (137)           -            -            -         (137)
  ESOP debt repayment                        -            -           -          270            -            -          270
  ESOP shares released                       -           50           -            -            -            -           50
  Securities valuation                       -            -           -            -          258            -          258
                                    ----------------------------------------------------------------------------------------

BALANCE SEPTEMBER 30, 1996                $204      $59,768     $(1,230)     $(5,546)      $1,348     $309,505     $364,049
                                    ========================================================================================
</TABLE>

                                        5
<PAGE>

                                 COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

1.   The  unaudited  interim  consolidated  financial  statements  of Collective
     Bancorp, Inc. and subsidiary  ("Collective") included herein should be read
     in  conjunction  with the audited  financial  statements for the year ended
     June 30, 1996 included in Collective's  1996 Annual Report and incorporated
     by  reference  in the Form  10-K  for  that  year.  The  unaudited  interim
     financial  statements  reflect all adjustments which are, in the opinion of
     management,  necessary  for a fair  presentation  of the  results  for  the
     periods  presented.  Such  adjustments  consist  only of  normal  recurring
     accruals.  The  results of  operations  for the  three-month  period  ended
     September  30,  1996 are not  necessarily  indicative  of the results to be
     expected for the fiscal year ending June 30, 1997.

2.   In connection with the enactment of the Deposit Insurance Funds Act of 1996
     ("DIFA") on September 30, 1996, Collective Bank, a wholly-owned  subsidiary
     of Collective  Bancorp,  Inc.,  will be required to pay a one-time  special
     assessment of $16.653 million to the Federal Deposit Insurance  Corporation
     ("FDIC") to capitalize the Savings  Association  Insurance Fund ("SAIF") to
     its required reserve ratio.  The special  assessment rate of 65.7 cents per
     $100 was applied to SAIF-assessable deposits held as of March 31, 1995. The
     assessment will be payable on November 27, 1996.

     DIFA also requires the Financing  Corporation ("FICO") bond obligation
     to be shared by insured  depository  institutions pro rata beginning in the
     year 2000. For the  transition  period from January 1, 1997 to December 31,
     1999,  banks will pay on their Bank  Insurance  Fund  ("BIF")  deposit base
     one-fifth of the assessment rate imposed upon thrifts.  During this period,
     the FICO  assessment  rates are  estimated to be 1.3 basis points for banks
     and 6.4 basis points for thrifts,  such as  Collective  Bank.  From 2000 to
     2019,  when  the FICO  bonds  are  retired,  the  FICO  assessment  rate is
     estimated  to run  under 2.5 basis  points  per $100 of each  institution's
     insured deposit base.

     DIFA directs the Treasury  Department  to present a report to Congress
     by March 31, 1997  regarding the  development  of a common  charter for all
     depository  institutions.  The  report is to include a  recommendation  for
     legislative and administrative  action.  DIFA requires that the BIF and the
     SAIF be merged  into a single  new fund  (the  Deposit  Insurance  Fund) on
     January 1, 1999,  provided "no insured depository  institution is a savings
     association on that date".

3.   On August 20, 1996, the Small Business Job Protection Act of 1996 ("SBJPA")
     was enacted,  which included a repeal of the thrift bad debt reserve method
     (percentage-of-taxable  income  method)  under  section 593 of the Internal
     Revenue Code.  The repeal is effective for  Collective's  1997 fiscal year.
     Since 1993,  Collective  has used the  percentage-of-taxable  method in its
     income tax  returns.  Effective  July 1, 1996,  Collective  was required to
     change  from the  reserve  method  to the  specific  charge-off  method  to
     calculate  its bad debt  deduction.  The change in bad debt tax  accounting
     methods  has not had,  nor is it  expected  to have,  a material  impact on
     Collective's results of operations.

     The SBJPA also  provided for the recapture of a thrift's  post-1987  excess
     bad  debt  reserve  resulting  from  the  use of  the  reserve  method  for
     calculating the bad debt  deduction.  Pre-1988 excess bad debt reserves are
     not subject to recapture.  The recaptured amount must be taken into taxable

                                       6
<PAGE>

     income ratably over a six-year period commencing with the thrift's tax year
     beginning in 1996.  The timing of the recapture may be delayed for a one-or
     two-year  period  provided  the  residential   loan   requirement  is  met.
     Collective  expects to meet the residential  loan  requirement for its 1996
     and 1997 tax years. Therefore, its estimated tax liability of approximately
     $5.5 million, resulting from the recapture, will be payable over a six-year
     period  commencing with  Collective's 1999 fiscal year. The excess bad debt
     reserve recapture is not expected to have a material impact on Collective's
     results of operations or financial position because Collective has recorded
     deferred income tax provisions on its excess bad reserves since 1987.

4.   On October 1, 1996,  Collective  acquired the outstanding  capital stock of
     Continental  Bancorporation  for  $25.7  million  in  cash  pursuant  to an
     agreement   entered  into  on  May  21,  1996.   Simultaneously   with  the
     acquisition,  Continental Bancorporation was liquidated and its subsidiary,
     Continental  Bank of New  Jersey  ("Continental")  became a  subsidiary  of
     Collective.  Continental is a state-chartered,  BIF-insured commercial bank
     with total assets of $161.3  million and deposits of $129.5  million on the
     date of acquisition.  The acquisition will be accounted for by the purchase
     method.  It is not  expected  to have a  material  effect  on  Collective's
     results of operations or financial position.

                                       7
<PAGE>
 
Item 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Financial Institution Legislation and Regulation

Collective's  primary  subsidiary,  Collective Bank (the "Bank"),  is subject to
extensive  regulation,  supervision  and  examination  by the  Office  of Thrift
Supervision  ("OTS"), as its chartering authority and primary federal regulator,
and by the Federal Deposit  Insurance  Corporation  ("FDIC"),  which insures its
deposits up to applicable  limits.  Such regulation and supervision  establish a
comprehensive framework of activities in which an institution can engage and are
intended primarily for the protection of the insurance fund and depositors.  The
regulatory structure also gives the regulatory  authorities extensive discretion
in connection with their supervisory and enforcement  activities.  Any change in
such regulation, whether by the OTS, FDIC or the Congress, could have a material
impact on the Bank and its  operations.  See  Notes 2 and 3 to the  consolidated
financial statements.

Assets

Total assets  increased $107 million during the three months ended September 30,
1996. The net increase,  primarily in interest-earning  assets, was comprised of
increases  in loans  receivable,  net of $156  million,  cash of $14 million and
investment   securities  of  $11  million  and  a  decrease  in  mortgage-backed
securities of $70 million. All other assets combined decreased $4 million.

Loans receivable, net increased because loan originations and purchases exceeded
loan repayments.  The increase occurred as Collective  continued its strategy of
relying more on loans and less on collateralized  mortgage obligations ("CMO's")
as  investment  vehicles.  The  elements  of the  increase  were as follows  
(in millions):
<TABLE>

<S>                                                           <C> 
                  Residential first mortgage                  $ 75
                  Commercial                                    42
                  Home equity                                   20
                  Construction                                  14
                  Other                                          5
                                                              ----   
                                                              $156
                                                              ====
</TABLE>
Collective's  strategy to increase  loans as percentage of total earning  assets
(increased  from  51.3% at June 30,  1996 to 53.4% at  September  30,  1996) was
implemented  through  more  aggressive  advertising  and  marketing  initiatives
combined  with  more  competitive  pricing.  The  growth  in  Collective's  loan
portfolio was funded primarily by deposit growth and CMO principal repayments.

Cash and cash  equivalents  increased  because cash  provided by  operating  and
financing activities exceeded cash used in investing activities.

The increase in investment  securities resulted from the addition of medium-term
U.S. agency structured notes.

Collective  has the  positive  intent  and  ability to hold its  investment  and
mortgage-backed securities portfolios to maturity under all foreseeable economic
conditions.  Therefore,  it is not  expected  that any gains or  losses  will be

                                       8
<PAGE>

realized from sales of securities from Collective's held-to-maturity portfolios.
In recent years, since authoritative  guidance and/or accounting  standards have
been developed for the definitive  classification of securities,  Collective has
not sold securities from its held-to-maturity portfolios.  Collective has always
been able to satisfy its liquidity  needs from the cash flows from operating and
financing  activities,  and there is no present  indication that Collective will
not be able to do so in the future.  Unrealized  gains or losses in Collective's
held-to-maturity   securities   portfolios  are  primarily  a  function  of  the
interest-rate  environment at any given point in time and,  therefore,  are only
temporary in nature. If presently  unforeseen  economic conditions should result
in the sale of those  securities at some future date,  any realized gain or loss
will be determined by their market value when sold.

Liabilities

The increase in  liabilities of $107 million from June 30, 1996 to September 30,
1996 was  comprised  primarily of increases in deposits of $88 million and other
liabilities  of $20  million.  The  increase  in  deposits  resulted  from  more
aggressive  marketing and pricing initiatives as Collective sought to fund asset
growth with lower cost deposits  rather than  borrowings.  The deposit  increase
occurred in the following categories (in millions):


<TABLE>
<S>                                                  <C>  
         Non-interest bearing demand                  $  7
         Interest bearing demand                        20
         Savings certificates                           61
                                                      ----
                                                      $ 88
                                                      ====
</TABLE>

The increase in  non-interest  bearing demand  deposits  consisted of commercial
checking  accounts  and the  increase in interest  bearing  demand  deposits was
comprised of cash management accounts, primarily with municipalities.  Municipal
jumbo certificates of deposit (in excess of $100,000)  comprised the increase in
savings certificates.

The  increase in other  liabilities  consisted  primarily of the accrual for the
SAIF  recapitalization  assessment  discussed  in  note  2 to  the  consolidated
financial statements (page 6).

Stockholders'  Equity 
Retained  earnings  decreased during the three-month  period ended September 30,
1996 because dividends on common stock exceeded net income.

Liquidity and Capital Resources

The Bank is required by  regulation  to maintain  certain  levels of  liquidity.
Regulations  currently in effect  require the Bank to maintain  liquid assets of
not less than 5% of its net withdrawable deposits and short-term borrowings,  of
which at least 1% must be short-term liquid assets.  Throughout the three months
ended September 30, 1996, the Bank was in compliance with that regulation and at
that date had an overall  liquidity  ratio of 5.12 % and a  short-term  ratio of
2.19%.

At September 30, 1996,  capital  resources were  sufficient to meet  outstanding
loan origination  commitments of $144 million and commitments on unused lines of
credit of $127 million.  Loans  originated or purchased  during the three months
ended  September 30, 1996 were funded from normal sources  including  investment

                                       9
<PAGE>

security  maturities,  amortization  of the  existing  loan and  mortgage-backed
securities portfolios, and borrowings.

The  Bank  is  subject  to  capital  requirements   mandated  by  the  Financial
Institutions  Reform,  Recovery and Enforcement  Act  ("FIRREA").  Under FIRREA,
thrift institutions must have tangible capital equal to 1.5% of tangible assets,
core capital  equal to 3% of adjusted  tangible  assets and  risk-based  capital
equal to 8% of  risk-weighted  assets.  At September 30, 1996, the Bank exceeded
those requirements as follows:

<TABLE>

         Tangible Capital:          (In Thousands)                     Percent
<S>                                 <C>                               <C>  
                  Actual              $   320,409                       6.03%
                  Required                 79,648                       1.50%
                                      -----------                       -----
                  Excess              $   240,761                       4.53%
                                      -----------                       -----

         Core Capital:
                  Actual              $   320,409                       6.03%
                  Required                159,297                       3.00%
                                      -----------                       -----
                  Excess              $   161,112                       3.03%
                                      -----------                       -----
 
         Risk-based Capital:
                  Actual               $   327,657                      15.76%
                  Required                 166,271                       8.00%
                                       -----------                      ------ 
                  Excess               $   161,386                       7.76%
                                       -----------                      ------
</TABLE>

Three Months Ended September 30, 1996
Compared to Three Months Ended September 30, 1995

Net income for the three  months  ended  September  30,  1996  decreased  $8.819
million  compared to net income for the three months ended  September  30, 1995.
Without the SAIF  recapitalization  assessment  (See note 2 to the  consolidated
financial  statements),  which reduced net income by $10.500 million, net income
would have been $14.878 for the 1996 quarter, an increase of $1.681 million over
the 1995  quarter.  The actual  decrease in net income was comprised of a $3.172
million increase in net interest  income,  a $429,000  increase in the provision
for loan losses,  a $57,000 increase in other income, a $16.888 million increase
in other expense and a $5.269 million decrease in income taxes.

The increase in net interest  income  resulted  from an increase in net interest
spread (the difference  between the weighted  average yield on  interest-earning
assets and the weighted average rate paid on interest-bearing  liabilities) from
2.63%  for the 1995  period  to  2.76%  for the 1996  period,  combined  with an
increase in average  interest-earning assets of $141 million. The combination of
the  increases in net interest  spread and  interest-earning  assets  caused net
interest margin (net interest income divided by average interest-earning assets)
to rise  from  2.82%  for the 1995  period  to 2.97%  for the 1996  period.  The
increase in net interest  spread  consisted  of a 6 basis point  decrease in the
yield on  interest-earning  assets coupled with a 19 basis point decrease in the
cost of funds. The decline in yield on interest-earning  assets occurred because
Collective's  yields  on  loans,   mortgage-backed   securities  and  investment
securities all were lower in the 1996 period compared to the 1995 period because
shorter-term  interest rates were  generally  lower  throughout the  intervening
twelve-month  period. A greater portion of Collective's loan originations during
that period were  adjustable  rate  products  which have a lower  (teaser)  rate
during the initial  period to their first  repricing.  This was offset by rising
longer-term rates during the second half of the intervening period. The lower

                                       10
<PAGE>

cost of funds in the 1996 quarter  resulted  from a 50 basis point  reduction in
the cost of borrowings compared to 1995.  Collective's  borrowings are primarily
short-term  and changes in the cost of its  borrowings  usually  correlate  with
changes in the federal funds rate. The federal funds rate was  approximately  50
basis  points lower in the 1996  quarter  than it was in the 1995  quarter.  The
average cost of deposits was 4.09% for the 1996 period compared to 4.11% for the
1995 quarter, also contributing to the lower cost of funds in 1996.

Collective's  net  interest  income  tends to increase  in periods of  declining
interest rates because its interest-bearing liabilities generally reprice faster
than its  interest-earning  assets.  (See  the  "Maturity  and Rate  Sensitivity
Analysis",  page 12.)  Conversely,  Collective's  net  interest  income tends to
decrease in periods of rising  interest  rates.  The lower  short-term  interest
rates discussed above, combined with a steeper yield curve, when compared to the
three months ended September 30, 1995,  caused the increased net interest spread
and margin in the 1996 quarter.

Although  Collective's  classified  asset ratio decreased from .42% at September
30, 1995 to 0.33% at September  30,  1996,  the loan loss  provision  was higher
during the 1996 quarter  because of increased  general loss  provisions  for the
growing commercial loan portfolio.

Gain on sale of loans and securities  decreased from $634,000 in the 1995 period
to $32,000 in the 1996 period. Because longer-term interest rates were higher in
the 1996 quarter than they were in the comparable 1995 period, the percentage of
loan originations that met the criteria for long-term  investment increased from
71% in the 1995 period to 95% in the 1996 quarter.  Another  contributing factor
was that 82% of total loan  originations  were adjustable rate loans in the 1996
period compared to 50% in 1995. All adjustable rate loan originations are placed
in the  held-to-maturity  portfolio.  Therefore  sales of loans and  securitized
loans decreased from $63 million in 1995 to $20 million in 1996. The increase in
financial  service fees and other income  resulted  primarily from increased fee
income from the growth in demand deposit balances and a more aggressive strategy
in charging and collecting fees related to deposit accounts.

The increase in other expense resulted primarily from the SAIF  recapitalization
assessment  previously  discussed.  Collective's  ratio of operating expenses to
assets was 1.23% in the 1996 quarter, excluding the SAIF assessment, compared to
1.24% for the 1995 period.

The decrease in income  taxes  resulted  from the reduced  pre-tax  income.  The
effective  income tax rate was 31.9% for the three  months ended  September  30,
1996 compared to 35.7% for the three months ended  September 30, 1995. The lower
effective  rate for the 1996 period  resulted  because the  marginal tax benefit
rate for the SAIF assessment  deduction was higher than  Collective's  effective
tax rate without such deduction.




                                       11
<PAGE>
                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                   MATURITY AND RATE SENSITIVITY ANALYSIS (1)

<TABLE>
<CAPTION>
                                                                       September 30, 1996

                                     ----------------        ---------------         ---------------        ----------------
                                         1 Year                  1 Year                   Over
                                         or Less               to 5 Years               5 Years                  Total
                                     ----------------        ---------------         ---------------        ----------------
<S>                                  <C>                     <C>                     <C>                     <C>
Assets:                                                           (Dollar amounts in thousands)
  Mortgage loans:
   Balloon & adjustable rate first
     mortgages                           $   722,138            $   549,210             $   204,858             $ 1,476,206
   Fixed rate mortgages                      228,089 (2)            439,651                 395,352               1,063,092
  Mortgage-backed securities                 393,622 (3)          1,200,590                 403,544               1,997,756
  Consumer and commercial loans              129,620                 35,821                   2,374                 167,815
  Federal funds sold                           3,647                      -                       -                   3,647
  Investment securities                      355,170 (4)                  -                     185                 355,355
                                     ----------------        ---------------         ---------------        ----------------

Total rate sensitive assets              $ 1,832,286            $ 2,225,272             $ 1,006,313             $ 5,063,871
                                     ================        ===============         ===============        ================

Liabilities:
  Fixed maturity deposits                $ 1,434,191            $   417,562             $    13,979             $ 1,865,732
  NOW accounts                                     -                528,375                       -                 528,375
  Money market demand accounts               294,765                      -                       -                 294,765
  Passbook accounts                          102,533                230,383                 217,907                 550,823
  Other borrowings                       $ 1,475,231                      -                       -               1,475,231
                                     ----------------        ---------------         ---------------        ----------------

Total rate sensitive liabilities         $ 3,306,720            $ 1,176,320             $   231,886             $ 4,714,926
                                     ================        ===============         ===============        ================

Dollar gap (5)                           $(1,474,434)           $ 1,048,952             $   774,427             $   348,945
                                     ================        ===============         ===============        ================



<FN>
(1)  As presented  in the above  table,  the Bancorp  calculates  interest  rate
     sensitivity  information  employing  techniques  developed by the Office of
     Thrift Supervision.
(2)  Includes $2,957 of loans classified as held for sale.
(3)  Includes $94,071 of mortgage-backed  securities classified as available for
     sale.
(4)  Includes $68,296 of securities classified as available for sale.
(5)  Rate sensitive assets less rate sensitive liabilities.
</FN>
</TABLE>

Part II
Item 6.  Exhibits and Reports on Form 8-K
(a) Exhibits
      (11) Statement Re Computation of Per Share Earnings
      (27) Financial Data Schedule



                                       12
<PAGE>
                                   SIGNATURES



     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.


                            COLLECTIVE BANCORP, INC.


                                                   EDWARD J. MCCOLGAN         
                                        --------------------------------------
Date  November 14, 1996                            Edward J. McColgan
                                        Vice Chairman & Chief Financial Officer
 




                                                   BENARD H. BERKMAN 
                                    -------------------------------------------
Date  November 14, 1996                            Bernard H.Berkman
                                    Executive Vice President & Chief Accounting


                                       13