UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                 FORM 10-K

     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE
[X]  ACT OF 1934 [FEE REQUIRED]
                For the Fiscal Year Ended December 31, 1995
                                     
                                    OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES
[ ]  EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
     For the transition period from               to        
               .

                      Commission file number 0-16637

                       BROAD NATIONAL BANCORPORATION
          (Exact name of registrant as specified in its charter)

     New Jersey                                   22-2395057
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)       Identification Number)

905 Broad Street, Newark, New Jersey              07102  
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code: (201)
624-2300

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                   NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                  Common Stock, par value $1.00 per share

     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     

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     The aggregate market value of the 2,774,559 shares of voting
stock of the Registrant held by non-affiliates of the Registrant
on February 29, 1996, computed by reference to the closing sale
price of such stock as reported on NASDAQ, was approximately
$30,520,000.  As of February 29, 1996, there were 4,115,754
shares of the Registrant's Common Stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document are incorporated by reference
into the indicated parts of this report: definitive Proxy
Statement for the 1996 Annual Meeting of Shareholders to be filed
with the Commission pursuant to Regulation 14A - Part III.PART I
<PAGE>
ITEM 1.  BUSINESS.

                        BUSINESS OF BANCORPORATION

GENERAL

          Broad National Bancorporation ("Bancorporation") is a
bank holding company registered under the Bank Holding Company
Act of 1956, as amended (the "BHC Act").  Although Bancorporation
was incorporated under the laws of the State of New Jersey on
April 7, 1981, it did not engage in any business activity until
February 1, 1983.  On that date, it acquired all of the issued
and outstanding capital stock of Broad National Bank, a national
banking association (the "Bank") pursuant to a corporate
reorganization involving an exchange of shares.  Bancorporation's
activities currently are limited to ownership of the outstanding
capital stock of the Bank and to performing certain services for
the Bank.  Except as otherwise provided herein, references herein
to "Bancorporation" include Bancorporation and its consolidated
subsidiaries.

          Bancorporation's principal executive offices are
located at 905 Broad Street, Newark, New Jersey 07102, and its
telephone number is (201) 624-2300.

DESCRIPTION OF BUSINESS

          BANCORPORATION

          Bancorporation is a bank holding company registered
under the BHC Act.  Bancorporation's activities currently are
limited to ownership of the outstanding capital stock of the Bank
and to performing certain services for the Bank.

          THE BANK

          The Bank is a national banking association organized in
1925 under the laws of the United States with offices in Newark
(7 offices), East Orange, Millburn, North Arlington, Livingston,
Perth Amboy, Kearny and Elizabeth (2 offices), New Jersey.  The
Bank is a full service commercial bank and offers a broad range
of commercial and retail banking services.  It offers checking
accounts, savings accounts, money market accounts and individual
retirement accounts (IRAs), as well as various other types of
time deposits which are insured by the Bank Insurance Fund
("BIF") administered by the Federal Deposit Insurance Corporation
<PAGE> ("FDIC") to the full extent provided by law.  The Bank also
provides typical bank services such as cashiers checks, United
States Savings Bonds and travelers checks.  The Bank had total
deposits of $391,466,000 as of December 31, 1994 and of
$429,681,000 as of December 31, 1995.  See "Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of
Operation."

          The Bank makes and services both secured and unsecured
loans which totaled $259,446,000 as of December 31, 1994 and
$259,728,000 as of December 31, 1995, in each case, net of
unearned income and deferred loan fees and the allowance for
possible loan losses.  Commercial lending operations include
various types of credit for the Bank's commercial and industrial
customers.  The Bank's installment loan department makes direct
loans to individuals and purchases installment obligations from
retailers both with and without recourse.  The Bank's mortgage
loan department makes a variety of residential, industrial, and
commercial loans secured by real estate.  See "Item 7. 
Management's Discussion and Analysis of Financial Condition and
Results of Operation."

          The Bank also provides agency and custody services for
individuals and institutional accounts, serves as fiscal and
paying agent, and as escrow agent.  The Bank has trust powers
which permit it to administer trusts and estates, although the
Bank has no trust accounts at this time.

          The Bank currently has fourteen branch banking
facilities in addition to its main location.  See "Item 2. 
Properties."

          EMPLOYEES

          Bancorporation and the Bank have approximately 240
full-time employees and 30 part-time employees.  Neither
Bancorporation nor the Bank is a party to any collective
bargaining agreement and employee relations are deemed to be
satisfactory.

          SERVICE AREA AND COMPETITION

          The principal market is defined as all of Essex County,
the southern quadrant of Bergen County, the northeast quadrant of
Union County and the northeast quadrant of Middlesex County, New
Jersey.  This market area is highly competitive with many banks
and financial institutions vying for the same business.  Most of
the Bank's competitors are institutions of far greater size and
<PAGE> the Bank's deposits constitute less than one percent of the
commercial bank deposits in its market area.

          The Bank encounters intense competition in local and
national markets from non-banking as well as banking sources in
all of its activities, including many competitors which have
substantially greater resources, name recognition and market
presence than the Bank.  As a lender it competes not only with
other banks but also with savings and loan associations, savings
banks, credit unions, finance companies, mortgage companies,
factoring companies, insurance companies, and other financial
institutions, many of which have higher legal lending limits.  It
competes for deposits with other banks, savings banks, savings
and loan associations, credit unions, mutual funds, money market
funds, and issuers of commercial paper and other securities. 
Such competition is particularly intense from the Bank's Newark,
New Jersey-based competitors.  Trends toward the consolidation of
the banking industry may make it more difficult for smaller banks
and financial institutions, such as the Bank, to compete with
large, national and regional banking institutions.

SUPERVISION AND REGULATION

          FEDERAL BANK HOLDING COMPANY ACT

          GENERAL.  Bancorporation is a registered bank holding
company within the meaning of the BHC Act, subject to the
supervision of the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board").  Bancorporation is required
to file with the Federal Reserve Board an annual report and such
other additional information as the Federal Reserve Board may
require pursuant to the BHC Act.  Also, the Federal Reserve Board
periodically examines Bancorporation and its non-bank
subsidiaries.  The Federal Reserve Board has authority to issue
cease and desist orders against bank holding companies if it
determines that their actions represent unsafe and unsound
practices or violations of law.  In addition, the Federal Reserve
Board is empowered to impose substantial civil money penalties
for violations of banking statutes and regulations.  Regulation
by the Federal Reserve Board is intended to protect depositors of
the Bank, not shareholders of Bancorporation.

          SOURCE OF STRENGTH.  Federal Reserve Board policy
requires a bank holding company to serve as a source of financial
and managerial strength to its subsidiary banks.  Under this
policy, a bank holding company is expected to stand ready to use
its available resources to provide adequate capital funds to its
subsidiary banks during periods of financial stress or adversity,
<PAGE> and to maintain resources and the capacity to raise capital which
it can commit to its subsidiary banks.  It is the Federal Reserve
Board's position that the failure of a bank holding company to
serve as a source of strength to a distressed subsidiary bank is
an unsafe and unsound banking practice.  This has become known as
the "source of strength doctrine."  It is not clear whether the
source of strength doctrine is legally enforceable by the Federal
Reserve Board.

          LIMITATION ON ACQUISITIONS.  The BHC Act requires every
bank holding company to obtain the prior approval of the Federal
Reserve Board before (i) taking any action that causes a bank to
become a controlled subsidiary of the bank holding company, (ii)
acquiring direct or indirect ownership or control of voting
shares of any bank or bank holding company, if the acquisition
results in the acquiring bank holding company having control of
more than 5% of the outstanding shares of any class of voting
securities of such bank or holding company and such bank or bank
holding company is not majority-owned by the acquiring bank
holding company prior to the acquisition, (iii) the acquisition
by a bank holding company or any nonbank subsidiary thereof of
all or substantially all of the assets of a bank, or (iv) a
merger or consolidation with another bank holding company.

          In determining whether to approve a proposed
acquisition, merger or consolidation, the Federal Reserve Board
is required to take into account the competitive effects of the
proposed acquisition, the convenience and needs of the community
to be served, and the financial and managerial resources and
future prospects of the bank holding companies and banks
concerned.  If a proposed acquisition, merger or consolidation
might have the effect in any section of the United States to
substantially lessen competition or to tend to create a monopoly,
or if such proposed acquisition, merger, or consolidation
otherwise would be in restraint of trade, then the Federal
Reserve Board may not approve it unless it finds that the
anticompetitive effects are clearly outweighed in the public
interest by the probable effect of the proposed transaction in
meeting the convenience and needs of the community to be served. 
Bancorporation has no current plans to acquire any interest in
the voting stock or assets of any bank or other financial
institution, although such an acquisition may be considered in
the future.

          LIMITATION ON CERTAIN ACTIVITIES.  The BHC Act also
prohibits a bank holding company, with certain exceptions, from
engaging in, and from acquiring direct or indirect ownership or
control of the voting shares or assets of any company engaged in
any activity other than banking or managing or controlling banks,
<PAGE> and any activity which the Federal Reserve Board determines to be
so closely related to banking, or managing or controlling banks,
as to be a proper incident thereto.  In acting on an application
to engage in such an activity, the Federal Reserve Board is
required to weigh the expected benefits to the public, such as
greater convenience, increased competition or gains in
efficiency, against the risks of possible adverse effects, such
as undue concentration of resources, decreased or unfair
competition, conflicts of interest, or unsound banking practices. 
This consideration includes an evaluation of the financial and
managerial resources of the applicant, including its
subsidiaries, and any company to be acquired, and the effect of
the proposed transaction on those resources.

          To date, the Federal Reserve Board, by regulation, has
determined that, subject to expressed limitations, certain
activities are permissible for bank holding companies and their
subsidiaries and may be engaged in upon notice to the Federal
Reserve Board without prior approval.  These permissible
activities include furnishing or providing services for the
internal operations of the bank holding company and its
subsidiaries, operating a safe deposit business, making and
servicing loans, operating an industrial bank, performing certain
trust company functions, acting as an investment or financial
advisor in certain capacities, leasing certain real or personal
property, making certain investments to promote community
development, providing certain data processing services,
performing certain insurance agency and underwriting functions,
owning, controlling and operating a savings association,
providing specified courier services, providing management
consulting advice to nonaffiliated banks and nonbank depository
institutions, selling certain money orders, United States savings
bonds and traveler's checks, performing appraisals of real and
personal property, arranging certain commercial real estate
equity financing, providing certain securities brokerage
services, underwriting and dealing in certain government
obligations and money market instruments, providing foreign
exchange advisory and transactional services, acting as a futures
commission merchant, providing investment advice on financial
futures and options on futures, providing consumer financial
counseling, providing tax planning and preparation services,
providing certain check guaranty services, operating a collection
agency and operating a credit bureau.

          The Federal Reserve Board has also determined that
certain other activities, including real estate brokerage and
syndication, land development, property management, management
consulting, underwriting of life insurance not sold in connection
with a credit transaction, and insurance premium funding are
<PAGE> improper activities for bank holding companies and their
subsidiaries.  In the future the Federal Reserve Board may take
additional actions adding and refusing to add particular
activities to the list of activities that the Federal Reserve
Board deems to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto.  Certain
bank holding companies and their subsidiaries possess
"grandfather rights" giving them authority to engage in one or
more of the activities which are not generally permissible
because they were engaged in such activities prior to the
adoption of legislation restricting such activities.

          Under cross-guaranty provisions of the Federal Deposit
Insurance Act (the "FDIA"), bank subsidiaries of a bank holding
company are liable for any loss incurred (or reasonably
anticipated to be incurred) by the Bank Insurance Fund (the
"BIF"), the federal deposit insurance fund for banks, in
connection with the failure of any other bank subsidiary of the
bank holding company.  Liability under such cross-guarantee would
be junior to deposit liabilities and most secured obligations,
but senior to obligations to shareholders and most obligations to
affiliates.  The Federal Deposit Insurance Corporation (the
"FDIC") has authority to prospectively waive the cross-guarantee
provision.  Currently the Bank is the only subsidiary of
Bancorporation.

          A bank holding company and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in
connection with the extension of credit or the lease or sale of
any property or the furnishing of services.  Subsidiary banks of
a bank holding company are also subject to certain restrictions
imposed by the Federal Reserve Act on any extensions of credit to
the bank holding company or any of its subsidiaries, or
investment in the stock or other securities thereof, and on the
taking of such stocks or securities as collateral for loans.

          REGULATORY CAPITAL REQUIREMENTS.  The Federal Reserve
Board has promulgated "capital adequacy guidelines" for use in
its examination and supervision of bank holding companies.  A
holding company's ability to pay dividends and expand its
business through the acquisition of new banking subsidiaries can
be restricted if its capital falls below levels established by
these guidelines.  In addition, holding companies whose capital
falls below specified levels can be required to implement a plan
to increase capital.

          The Federal Reserve Board's capital adequacy guidelines
provide for three types of capital:  Tier 1 capital (also
referred to as core capital), Tier 2 capital (also referred to as
<PAGE> supplementary capital) and Total capital.  A bank holding
company's Tier 1 capital generally includes the following
elements: common shareholders' equity, qualifying noncumulative
perpetual preferred stock and related surplus, qualifying
cumulative perpetual preferred stock and related surplus (limited
to a maximum of 25% of Tier 1 capital elements) and minority
interests in the equity accounts of consolidated subsidiaries. 
Goodwill is generally excluded from Tier 1 capital.  Most
intangible assets also are deducted from Tier 1 capital.  A bank
holding company's Tier 2 capital generally includes allowances
for loan and lease losses (limited to 1.25% of risk-weighted
assets), most perpetual preferred stock and any related surplus
(noncumulative and cumulative, without percentage limits),
certain hybrid capital instruments, perpetual debt and mandatory
convertible debt securities, and certain intermediate-term
preferred stock and subordinated debt instruments (to a maximum
of 50% of Tier 1 capital excluding goodwill, but phased-out as
the instrument matures).  The maximum amount of supplementary
capital that qualifies as Tier 2 capital is limited to 100% of
Tier 1 capital (net of goodwill).  For purposes of calculating
the total risk-based capital ratio, Total capital generally
includes Tier 1 capital, plus qualifying Tier 2 capital, minus
investments in unconsolidated subsidiaries, reciprocal holdings
of bank holding company capital securities, certain deferred tax
assets and other deductions as determined by the Federal Reserve
Board.

          The Federal Reserve Board has issued a regulation which
limits the amount of intangible assets which may be included in
Tier 1 capital.  Under the regulation, mortgage servicing rights
("MSRs") and purchased credit card relationships ("PCCRs") would
be included in Tier 1 capital to the extent that, in the
aggregate, they do not exceed 50% of Tier 1 capital and, to the
further extent that PCCRs, individually, do not exceed 25% of
Tier 1 capital.  MSRs and PCCRs in excess of these limits, as
well as core deposit intangibles ("CDI") and all other identified
intangible assets, must be deducted in determining Tier 1
capital.  As of December 31, 1995, Bancorporation did not have
MSRs, PCCRs, CDIs or other identified intangible assets.

          The Federal Reserve Board's capital adequacy guidelines
require a bank holding company to satisfy a Tier 1 Leverage
Ratio, a total risk-based capital ratio and a Tier 1 risk-based
capital ratio.  Under the Tier 1 Leverage Ratio capital
guideline, a bank holding company must have and maintain Tier 1
capital in an amount equal to at least 3.0% of its average total
consolidated assets.  In general, average total consolidated
assets means the quarterly average total assets (net of the
allowance for loan and lease losses) reported on a bank holding
<PAGE> company's Consolidated Financial Statements (FR Y-9C Report),
minus goodwill and any other intangible assets or investments in
subsidiaries which are deducted from Tier 1 capital.  The 3.0%
minimum Tier 1 Leverage Ratio is considered the absolute minimum
amount of Tier 1 capital which the most highly rated bank holding
companies (those rated composite 1 under the BOPEC rating system
for bank holding companies) are required to maintain.  All other
bank holding companies must maintain a minimum Tier 1 Leverage
Ratio of 3.0% plus an additional cushion of at least 100 to 200
basis points.

          Under the Federal Reserve Board's capital adequacy
guidelines, a bank holding company must have and maintain a ratio
of Total capital to risk-weighted assets of 8.00%, and a ratio of
Tier 1 capital to risk-weighted assets of 4.00%.  The amount of a
bank holding company's risk-weighted assets is determined by
multiplying the balance sheet amount of each of the bank holding
company's consolidated assets by a specified risk-weight factor
of 0%, 20%, 50% or 100%, in accordance with the relative risk
level of the asset.  In determining risk-weighted assets, off-
balance sheet items, such as standby letters of credit, are
converted to an on-balance sheet credit equivalent amount by
multiplying the face amount of the off-balance sheet item by a
credit conversion factor of 0%, 20%, 50% or 100%, in accordance
with the probability that the off-balance sheet item will become
a credit extended by the bank holding company.  In general,
intangible assets and other assets which are deducted in
determining Tier 1 capital and Total capital must also be
excluded from risk-weighted assets.

          On December 31, 1995, Bancorporation was in compliance
with all of the Federal Reserve Board's capital guidelines.  On
such date, Bancorporation had a Tier 1 Leverage Ratio of 7.17%
(compared with a requirement of 4% to 5%), and a ratio of total
capital to risk-weighted assets of 11.85% (compared with a
requirement of 8%) and a ratio of Tier 1 capital to risk-weighted
assets of 10.58% (compared with a requirement of 4%).   There can
be no assurance, however, that Bancorporation will remain in
compliance with regulatory capital requirements.  For additional
information on Bancorporation capital, see "Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Financial Condition--Capital Adequacy."

          LIMITATION ON INCURRED DEBT.  Bancorporation currently
has no plans to incur any indebtedness.  If Bancorporation
determines to do so in the future, it will be subject to the
general statutory and regulatory restrictions and, in addition,
to certain commitments made by it to the Federal Reserve Board at
the time Bancorporation received approval to become a bank
<PAGE> holding company.  One such commitment which remains in effect is
an agreement by Bancorporation that it will not incur debt
without the prior approval of the Federal Reserve Bank of New
York.  In the past, Bancorporation, with the approval of the
Federal Reserve Bank of New York, has incurred indebtedness for
the purpose of augmenting the Bank's capital to support growth.

          INTERSTATE BANKING AND BRANCHING.  Under the recently
enacted Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal Act"), which became effective on
September 29, 1995, bank holding companies may acquire the stock
or substantially all of the assets of banks located in any state
regardless of whether such transaction is prohibited under the
laws of any state.  The Federal Reserve Board, however, may not
approve an interstate acquisition if as a result of the
acquisition the bank holding company would control more than 10%
of the total amount of insured deposits in the United States or
would control more than 30% of the insured deposits in the home
state of the acquired bank.  The 30% of insured deposits state
limit does not apply if the acquisition is the initial entry into
a state by a bank holding company or if the home state waives
such limit.

          Under the Riegle-Neal Act, individual states may
restrict interstate acquisitions in two ways.  First, a state may
prohibit an out-of-state bank holding company from acquiring a
bank located in the state unless the target bank has been in
existence for a specified minimum period of time (not to exceed
five years).  Second, a state may establish limits on the total
amount of insured deposits within the state which are controlled
by a single bank holding company (a "deposit cap"), provided that
such deposit limit does not discriminate against out-of-state
bank holding companies.  As of March 1, 1996, a bill was proposed
to the New Jersey state legislature regarding the interstate
banking and interstate branching provisions of the Riegle-Neal
Act (the "NJ Branching Bill").  The proposed bill contains
neither a provision establishing a deposit cap nor a minimum age
requirement.

          The Riegle-Neal Act now permits affiliated banks in
different states to act as agents for each other for purposes of
receiving deposits, renewing time deposits, closing loans,
servicing loans and receiving payments on loans and other
obligations.  A bank acting as an agent for an affiliated bank is
not considered a branch of the affiliated bank.

          Beginning on June 1, 1997, the Riegle-Neal Act
authorizes interstate branching by a merger of banks with
different home states which results in a single bank with
<PAGE> branches in both states.  The Riegle-Neal Act gives states the
right to "opt out" and prohibit interstate mergers by passing
legislation before June 1, 1997 that expressly prohibits all
merger transactions with out-of-state banks.  The Riegle-Neal Act
also gives states the right to "opt in" and authorize early
interstate mergers by passing legislation that expressly permits
interstate merger transactions with all out-of-state banks.  The
Riegle-Neal Act authorizes banks to establish and operate a de
novo branch in a state (other than the bank's home state) only if
the host state "opts in" to authorize de novo interstate banking
by passing legislation that expressly permits all out-of-state
banks to establish de novo branches in the state.  As of March 1,
1996, approximately 25 states had acted on the Riegle-Neal Act;
all of those states except Texas have opted into the interstate
branching provisions in some form.  The state legislature in each
of New York, Connecticut, Pennsylvania, Delaware and Maryland has
taken action to opt into the Riegle-Neal Act.  Of these states,
Connecticut, Pennsylvania, and Maryland each enacted an opt-in
statute which permits de novo interstate branching for banks
located in any state which enacts a reciprocal statute.  As of
March 1, 1996, New Jersey had not enacted any such legislation. 
The proposed NJ Branching Bill would allow interstate branching
by merger and by acquisition of an existing branch, but would
prohibit de novo interstate branching.

          STATE BRANCHING LIMITATIONS

          In general, New Jersey law permits a bank, with prior
regulatory approval, to establish a full branch office, a
mini-branch office or a communications terminal branch office
anywhere in the State.  A bank, however, generally may not
establish a full branch office or a mini-branch office (except in
connection with a bank merger or an acquisition from a bank in
liquidation or in danger of liquidation) in a municipality, other
than in the municipality in which it maintains its principal
office, which has a population of less than 10,000 and in which
another banking institution maintains its principal office.  For
this purpose the principal office of a bank that is a subsidiary
of a bank holding company which controls two or more banking
institutions is deemed to be a branch office.

          FEDERAL BANK REGULATION

          GENERAL.  As a national bank, the Bank is subject to
regulation and examination primarily by the Office of the
Comptroller of the Currency (the "OCC").  The Bank is also
regulated by the Federal Reserve Board and the FDIC.  Regulation
by these agencies is designed to protect depositors of the Bank
rather than shareholders of Bancorporation.  The OCC has the
<PAGE> authority to issue cease and desist orders if it determines that
activities of the Bank represent unsafe and unsound banking
practices or violations of law.  In addition, the OCC is
empowered to impose substantial civil money penalties for
violations of banking statutes and regulations.

          REGULATORY CAPITAL REQUIREMENTS.  The OCC has adopted
minimum capital requirements applicable to national banks which
are substantially similar to the capital adequacy guidelines
established by the Federal Reserve Board for bank holding
companies.  There are, however, technical differences in the
methodologies used to calculate the capital ratios. 

          On December 31, 1995, the Bank was in compliance with
all of the OCC's minimum capital requirements.  On such date, the
Bank had a Tier 1 Leverage Ratio of 7.00% (compared with a
requirement for the Bank of 4% to 5%), and a ratio of Total
capital to risk-weighted assets of 11.60% (compared with a
requirement of 8%), and a ratio of Tier 1 capital to
risk-weighted assets of 10.34% (compared with a requirement of
4%). 

          CLASSIFICATION OF BANKS.  Federal banking laws classify
financial institutions in one of the following five categories,
depending upon the amount of their capital: well-capitalized,
adequately capitalized, undercapitalized, significantly
undercapitalized or critically undercapitalized.  Under OCC
regulations, a bank is deemed to be (i) "well capitalized" if it
has a total risk-based capital ratio of 10% or greater, a Tier 1
risk-based capital ratio of 6% or greater and a Tier 1 leverage
ratio of 5% or greater (and is not subject to any order or
written directive specifying any higher capital ratio), (ii)
"adequately capitalized" if it has a total risk-based capital
ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4%
or greater and a Tier 1 leverage ratio of 4% or greater (or a
Tier 1 leverage ratio of 3% or greater, if the bank has a CAMEL
rating of 1), (iii) "undercapitalized" if it has a total
risk-based capital ratio that is less than 8%, a Tier 1
risk-based capital ratio that is less than 4% or a Tier 1
leverage ratio that is less than 4% (or a Tier 1 leverage ratio
that is less than 3%, if the bank has a CAMEL rating of 1), (iv)
"significantly undercapitalized" if it has a total risk-based
capital ratio that is less than 6%, a Tier 1 risk based capital
ratio that is less than 3% or a Tier 1 leverage ratio that is
less than 3%, and (v) "critically undercapitalized" if it has a
Tier 1 leverage ratio that is equal to or less than 2%.  Federal
banking laws require the federal regulatory agencies to take
prompt corrective action against undercapitalized financial
<PAGE> institutions.  Under OCC regulations, the Bank was a well
capitalized institution as of December 31, 1995.

          On August 2, 1995, the OCC adopted new regulations
amending its risk-based guidelines to account for interest rate
risk.  The risk-based capital guidelines now specifically include
a bank's exposure to declines in the economic value of its
capital due to changes in interest rates as a factor that bank
regulatory agencies will consider in evaluating a bank's capital
adequacy.  The new guidelines, which became effective September
1, 1995, do not create an explicit measurement for assessing a
level of a bank's interest rate risk exposure.  The OCC has
stated its intention to issue a proposed regulation to establish
an explicit minimum capital charge for interest rate risk in the
near future.  Until such proposed regulation is issued, the Bank
cannot determine what amount of additional capital may be
required by bank regulatory agencies to cover its interest rate
risk exposure.

          RESTRICTIONS ON UNDERCAPITALIZED INSTITUTIONS.  Federal
banking laws subject an undercapitalized financial institution to
increased monitoring by the appropriate federal banking
regulatory agency and periodic review of the institution's
efforts to restore its capital.  They require an undercapitalized
financial institution to submit a capital restoration plan to the
appropriate federal regulatory agency within 45 days of becoming
undercapitalized.  The appropriate federal regulatory agency for
the Bank is the OCC.  The agency may not approve a plan unless it
determines, among other things, that the plan is based on
realistic assumptions, the plan is likely to succeed in restoring
the financial institution's capital and any holding company
controlling the financial institution has guaranteed that the
financial institution will comply with the capital plan.  Federal
banking laws limit the aggregate liability for all holding
company guarantees to the lesser of 5% of the financial
institution's total assets at the time it became
undercapitalized, or the amount necessary to bring the financial
institution into capital compliance.

          Federal banking laws also place restrictions on capital
distributions and the operations of an undercapitalized financial
institution.  All insured financial institutions are prohibited,
with limited exceptions, from declaring any dividends, making any
other capital distributions or paying management fees to any
person or company who controls the financial institution if after
such distribution or payment the financial institution would be
undercapitalized.  An undercapitalized financial institution is
not permitted to increase its total average assets, make
acquisitions, establish new branch offices or engage in any new
<PAGE> line of business unless certain statutory conditions have been
met, including prior approval by the FDIC of the financial
institution's capital restoration plan.  Federal banking laws
also give the appropriate federal regulatory agency discretion to
take any of the corrective actions authorized for significantly
undercapitalized financial institutions (see below), if the
agency determines that such actions are necessary to protect the
deposit insurance funds.

          RESTRICTIONS ON SIGNIFICANTLY UNDERCAPITALIZED
INSTITUTIONS.  Federal banking laws impose even more severe
restrictions on significantly undercapitalized financial
institutions and undercapitalized financial institutions that
fail to submit and implement an acceptable capital restoration
plan.  Significantly undercapitalized institutions must restrict
the payment of bonuses and raises to senior executive officers of
the institution in addition to implementing the provisions
described above for undercapitalized institutions.  In addition,
the appropriate federal regulatory agency must impose one or more
restrictions on an institution that is significantly under-
capitalized unless the agency determines that such actions would
not further the purposes of federal banking laws.  These
discretionary actions:  (i) require the financial institution to
sell enough shares or obligations of the institution so that it
will be adequately capitalized after the sale, or if one or more
grounds exist for appointing a receiver or conservator for the
financial institution, require that the financial institution be
acquired by a depository institution holding company or combine
with another insured depository institution; (ii) restrict
certain transactions between the financial institution and
affiliates of the financial institution; and (iii) restrict the
interest rates that the financial institution pays on deposits to
the prevailing rates of interest on deposits of comparable
amounts and maturities in the region where the financial
institution is located.

          Federal banking laws also give the appropriate federal
regulatory agency the discretion with respect to significantly
undercapitalized institutions and undercapitalized financial
institutions that fail to submit and implement an acceptable
capital restoration plan to take any of the following actions: 
(i) further restrict the financial institution's transactions
with affiliates; (ii) restrict the financial institution's asset
growth or require the institution to reduce its total assets;
(iii) require the financial institution or any of its
subsidiaries to alter, reduce, or terminate any activity that the
agency determines poses excessive risk to the financial
institution; (iv) order a new election for the financial
institution's board of directors; (v) require the financial
<PAGE> institution to dismiss from office any director or senior
executive officer who had held office for more than 180 days
immediately before the financial institution became
undercapitalized; (vi) require the financial institution to
employ qualified senior executive officers; (vii) prohibit the
financial institution from accepting deposits from correspondent
depository financial institutions, including renewals and
rollovers; (viii) prohibit any bank holding company having
control of the financial institution from making any capital
distributions without the prior approval of the Federal Reserve
Board; (ix) require the financial institution to divest itself of
or liquidate any subsidiary if the agency determines that the
subsidiary is in danger of becoming insolvent and poses a
significant risk to the financial institution, or is likely to
cause a significant dissipation of the financial institution's
assets or earnings; (x) require any company having control of the
financial institution to divest itself of or liquidate any
affiliate other than an insured depository institution if the
appropriate federal regulatory agency for the institution
determines that the affiliate is in danger of becoming insolvent
and poses a significant risk to the institution;(xi) require any
company having control of the financial institution to divest
itself of the financial institution, if the appropriate federal
regulatory agency for the company determines that divestiture
would improve the financial institution's assets or earnings; and
(xii) take any other action that the appropriate federal
regulatory agency determines will better carry out the purpose of
the prompt corrective action provisions described by federal
banking laws.

          RESTRICTIONS ON CRITICALLY UNDERCAPITALIZED
INSTITUTIONS.  A critically undercapitalized institution is
subject to all of the restrictions applicable to a significantly
undercapitalized institution and, beginning 60 days after it
becomes critically undercapitalized, is generally prohibited from
paying principal or interest on subordinated debt without prior
regulatory approval.  In addition, a critically undercapitalized
institution may not, without the prior written approval of the
FDIC:  (i) enter into any material transaction outside of the
ordinary course of business, (ii) extend credit in any highly
leveraged transaction, (iii) amend its charter or bylaws, (iv)
make any material change in accounting method, (v) engage in any
covered transaction with any affiliate, (vi) pay any excessive
compensation or bonuses or (vii) pay rates on liabilities
significantly in excess of market rates.

          The appropriate federal regulatory agency is required
to appoint a conservator or receiver for a critically
undercapitalized institution not more than 90 days after the
<PAGE> institution becomes critically undercapitalized, unless such
agency and the FDIC jointly determine and document that another
course of action would better protect the deposit insurance fund. 
In general, if the institution continues to be critically
undercapitalized 270 days after the date on which it first became
critically undercapitalized, then the appropriate federal
regulatory agency must appoint a receiver for the institution
unless such agency and the FDIC jointly determine that the
institution meets stringent statutory requirements and certify
that the institution is viable and is not expected to fail.

          DOWNGRADING OF FINANCIAL INSTITUTIONS.  Federal banking
laws provide that if an insured depository institution receives a
less than satisfactory examination rating for asset quality,
management, earnings or liquidity, the examining agency may deem
such financial institution to be engaging in an unsafe or unsound
practice.  The potential consequences of being found to have
engaged in an unsafe or unsound practice are significant, because
under FDICIA the appropriate federal regulatory agency may:  (i)
if the financial institution is well-capitalized, reclassify the
financial institution as adequately capitalized; (ii) if the
financial institution is adequately capitalized, take any of the
prompt corrective actions authorized for undercapitalized
financial institutions and impose restrictions on capital
distributions and management fees; and (iii) if the financial
institution is undercapitalized, take any of the prompt
corrective actions authorized for significantly undercapitalized
financial institutions.

          DEPOSIT INSURANCE AND ASSESSMENTS.  The deposits of the
Bank are insured by the BIF administered by the FDIC, in general,
to a maximum of $100,000 per insured depositor.  Under FDIA and
FDIC regulations, the Bank is required to pay annual assessments
to the FDIC for deposit insurance.  The FDIC has adopted a 
risk-based assessment system.  Under the risk-based assessment
system, BIF members pay varying assessment rates depending upon
the level of the institution's capital and the degree of
supervisory concern over the institution.  The assessment rates
are set by the FDIC semiannually.  On August 8, 1995, the FDIC
substantially reduced the assessment rates covering the period
from July 1, 1995 to December 31, 1995 from a range of 23 cents
to 31 cents per $100 of insured deposits to a range of 4 cents to
31 cents per $100 of insured deposits.  The Bank's assessment
rate for that period was reduced from 23 cents to 4 cents.  On
November 14, 1995, the FDIC reduced the assessment rates for the
period from January 1, 1996 to June 30, 1996 to a range of 0
cents to 31 cents per $100 of insured deposits.  Institutions
qualifying for the $0 assessment rate will be required to pay the
statutory minimum deposit premium payment of $2,000 annually.  As
<PAGE> of January 1, 1996, the Bank's assessment rate was 0 cents per
$100 of insured deposits.  The FDIC has authority to increase the
annual assessment rate if it determines that a higher assessment
rate is necessary to increase BIF's reserve ratio.  There is no
cap on the annual assessment rate which the FDIC may impose.

          INTEREST RATES.  The rate of interest a bank may charge
on certain classes of loans is limited by state and federal law. 
At certain times in the past, these limitations, in conjunction
with national monetary and fiscal policies that affect the
interest rates paid by banks on deposits and borrowings, have
resulted in reductions of net interest margins on certain classes
of loans.  Such circumstances may recur in the future, although
the trend of recent federal and state legislation has been to
eliminate restrictions on the rates of interest which may be
charged on some types of loans and to allow maximum rates on
other types of loans to be determined by market factors.
          
          LOANS TO ONE BORROWER.  In addition to limiting the
rate of interest chargeable by banks on certain loans, federal
law imposes additional restrictions on a national bank's lending
activities.  Under federal law the maximum amount that a national
bank may lend to one borrower (and certain related interests of
such borrower) generally is limited to 15% of the bank's
unimpaired capital and unimpaired surplus, plus an additional 10%
for loans fully secured by readily marketable collateral.  There
are certain exceptions to the general rule including loans fully
secured by government securities or deposit accounts in the bank. 
As of December 31, 1995, the Bank's lending limit under this
regulation was approximately $6,027,000.
          
          PAYMENT OF DIVIDENDS.  The National Bank Act restricts
the payment of dividends by a national bank as follows:  (i) no
dividends may be paid if the bank has no undivided profits or
retained earnings then on hand; (ii) until the surplus fund of
the bank is equal to its capital stock, no dividends may be
declared unless there has been carried to the surplus fund not
less than one-tenth of the bank's net profits of the preceding
half-year period in the case of quarterly or semiannual
dividends, or not less than one-tenth of the net profits of the
preceding two consecutive half-year periods in the case of annual
dividends; and (iii) the approval of the OCC is required if
dividends declared by the bank in any year would exceed the total
of net profits for that year combined with retained net profits
for the preceding two years, less any required transfers to
surplus.  

          As of December 31, 1995, retained earnings of the Bank
of $6,642,000 were available for payment of dividends to
<PAGE> Bancorporation without regulatory approval.  For additional
information on the Bank's capital, see "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Financial Condition--Capital Adequacy--Bank Capital." 

          COMMUNITY REINVESTMENT ACT.  On May 4, 1995, the
Federal Reserve Board, the FDIC and the OCC adopted new
regulations relating to the Community Reinvestment Act (the
"CRA").  The purpose of the CRA regulations is to establish the
framework and criteria by which the bank regulatory agencies
assess an institution's record of helping to meet the credit
needs of its community, including low- and moderate-income
neighborhoods, and to provide that the agencies' assessment shall
be taken into account in reviewing certain applications.  The new
regulations seek to emphasize an institution's performance rather
than the process, to promote consistency in evaluation of
institutions, and to eliminate unnecessary reporting burdens. 
The new regulations replace the previous twelve assessment
factors for large banks with three tests: (i) a lending test,
(ii) a service test, and (iii) an investment test.  While
documentation requirements have been substantially reduced, the
safe harbors from CRA protest have also been eliminated.

          OTHER REGULATORY LIMITATIONS.  Bancorporation and the
Bank are "affiliates" within the meaning of the Federal Reserve
Act.  As such, the amount of loans or extensions of credit which
the Bank may make to Bancorporation or to third parties secured
by securities or obligations of Bancorporation are substantially
limited by the Federal Reserve Act and the FDIA.  Such acts
further restrict the range of permissible transactions between a
bank and an affiliated company.  A bank and its subsidiaries may
engage in certain transactions, including loans and purchases of
assets, with an affiliated company only if the terms and
conditions of the transaction, including credit standards, are
substantially the same as, or at least as favorable to the bank
as, those prevailing at the time for comparable transactions with
non-affiliated companies or, in the absence of comparable
transactions, on terms and conditions that would be offered to
non-affiliated companies.

          The Bank is also authorized to invest in a service
corporation that can offer the same services as the banking
related services that bank holding companies are authorized to
provide.  However, prior regulatory approval must generally be
obtained prior to making such an investment or performing such
services.

          BANKING ACTIVITIES.  The investments and activities of
the Bank are subject to substantial regulation by the OCC and the
<PAGE> FDIC, including without limitation investments in subsidiaries,
investments for their own account (including limitations on
investments in junk bonds and equity securities), investments in
loans, loans to officers, directors and affiliates, security
requirements, truth-in-lending, community reinvestment, the types
of interest bearing deposit accounts which they can offer, trust
department operations, brokered deposits, audit requirements,
issuance of securities, branching and mergers and acquisitions.

          MONETARY POLICY AND ECONOMIC CONDITIONS.  The principal
sources of funds essential to the business of banks and bank
holding companies are deposits, shareholders' equity, and
borrowed funds.  The availability of these various sources of
funds and other potential sources such as preferred stock or
commercial paper and the extent to which they are utilized depend
on many factors, the most important of which are the monetary
policies of the Federal Reserve Board and the relative costs of
different types of funds.

          An important function of the Federal Reserve Board is
to regulate the national supply of bank credit in order to combat
recession and curb inflationary pressures.  Among the instruments
of monetary policy used by the Federal Reserve Board to implement
these objectives are open market operations in U.S. Government
securities, changes in the discount rate on bank borrowings, and
changes in reserve requirements against bank deposits.

          The Bank is subject to regulations issued by the
Federal Reserve Board which require depository institutions to
maintain non-interest-bearing reserves against their transaction
accounts and non-personal time deposits.  These regulations
currently require depository institutions to maintain reserves
equal to 3% of transaction accounts up to $52.0 million plus 10%
(subject to adjustment by the Federal Reserve Board between 8%
and 14%) of the total over $52.0 million.  In addition, reserves,
subject to adjustment by the Federal Reserve Board between 0% and
9%, must be maintained on non-personal time deposits.  This
reserve percentage is currently 0%.  Depository institutions may
designate and exempt up to $4.3 million of reservable liabilities
from the above reserve requirements.  Because these reserves must
generally be maintained in cash or non-interest-bearing accounts,
the effect of the reserve requirements is to increase the cost of
funds to depository institutions.  As of December 31, 1995, the
Bank was required to maintain a reserve balance of $9.1 million.

         Substantially all of the restrictions on the maximum
interest rates banks are permitted to pay on deposits have been
removed, although banks are still prohibited from paying interest
on demand deposits.  Consequently, banks and thrift organizations
<PAGE> are substantially free to pay interest at any rate.  Deregulation
has increased competition among such institutions for attracting
deposits and has resulted in an overall increase in such
institutions' cost of funds.

         The monetary policies of the Federal Reserve Board have
had a significant effect on the operating results of commercial
banks in the past and are expected to continue to do so in the
future.  In view of continuing changes in regulations affecting
commercial banks and other actions and proposed actions by the
Federal government and its monetary and fiscal authorities,
including proposed changes in the structure of banking in the
United States and general economic conditions, no prediction can
be made as to future changes in interest rates, credit
availability, deposit levels, loan demand, or the overall
performance of banks generally and of the Bank and Bancorporation
in particular.

         The references in the foregoing discussion to various
aspects of statutes and regulations are merely summaries which do
not purport to be complete and which are qualified in their
entirety by reference to the actual statutes and regulations.

ITEM 2.  PROPERTIES.

         The main offices of both the Bank and Bancorporation
are located at 905 Broad Street, Newark, New Jersey 07102.  The
building, which is owned by the Bank, is a two-story structure
constructed in 1960.  It has approximately 18,000 square feet of
usable office space, which currently are used for the Bank's
operations.  During 1987, a wholly-owned subsidiary of the Bank
purchased the five-story (approximately 45,000 square feet)
Western Union Building at 909 Broad Street in Newark, New Jersey,
adjacent to its main office.  During 1994, the Bank and
Bancorporation increased the amount of space available for the
Bank's use in this building from approximately 55% to 81% of the
building.  Approximately 19% of the building is leased to
nonaffiliated companies.

         The Bank currently has fourteen branch banking
facilities as described below in addition to its main location:
<TABLE>
<CAPTION>
                             Approximate         Expiration
    Location                 Square Feet         Date of Lease
<S>                             <C>              <C>
Plaza Banking Center            5,092            December 31,
745 Broad Street                                 1998 <F1>
Newark, New Jersey

Ironbound Banking Center        4,100            February 28,
7 Wheeler Point Road                             1999 <F1>
Newark, New Jersey

North Newark Banking Center     3,500            December 31, 
466 Bloomfield Avenue                            1997 <F1>
Newark, New Jersey

Millburn Banking Center         2,600            March 31, 2001
225 Millburn Avenue                                   
Millburn, New Jersey

Gateway III Banking Center      2,076            September 7,
100 Mulberry Street                              1999 <F1>
Newark, New Jersey

North Arlington Banking Center  1,700            October 6,
65 River Road                                    1996
North Arlington, New Jersey

Jackson Street Banking Center  10,900            Owned
123-133 Jackson Street 
Newark, New Jersey

Bayway Banking Center           3,700            April 30,
1000 South Elmora Avenue                         2008 <F2>
Elizabeth, New Jersey

Livingston Banking Center       3,450            November 30,
30 W. Mt. Pleasant Avenue                        2001 <F3>
Livingston, New Jersey

Perth Amboy Banking Center      3,400            August 31,
Convery Plaza, Route 35                          1997 <F4>
Perth Amboy, New Jersey

East Orange Central             6,070            Owned
  Banking Center                     
554 Central Avenue
East Orange, New Jersey

Elizabeth Banking Center        3,190            Owned
826 Elizabeth Avenue
Elizabeth, New Jersey

Kearny Banking Center             700            March 31,
180 Schuyler Ave.                                2000 <F5>
Kearny, New Jersey

East Ferry Office                 800            November 30,
290 Ferry Street                                 2000 <F2>
Newark, New Jersey 
_______________________
<FN>
<F1> 
The Bank has the option to extend the term of the lease for
one additional five year period.
<F2>
The Bank has the option to extend the term of the lease for
up to four additional five year periods.
<F3>
The Bank has the option to extend the term of the lease for
up to one additional five year period and one additional ten
year period.
<F4>
The Bank has the option to extend the term of the lease for
three additional five year periods.
<F5>
The Bank has the option to extend the term of the lease for
two additional five year periods.

</TABLE>
         The Bank also owns an 18,000 square foot building
located at 465 Bloomfield Avenue, Bloomfield, New Jersey.  On
March 31, 1994, the Bank closed its Bloomfield Banking Center
which was located in this building and transferred the accounts
from this Banking Center to its North Newark Banking Center. 
Under a lease agreement dated August 1993 between the Bank and
Newtrend, L.P., all of the space in the Bloomfield Avenue
building is being leased to Newtrend, L.P., which uses the space
to provide data processing services, related professional
services, information processing and related outsourcing services
to the Bank and other financial institutions.
         
         During 1995, the Bank opened a new full-service banking
center in Kearny, New Jersey and converted its Gateway III
Banking Center to a fully electronic branch, featuring multiple
ATM's and a video banking link.  During 1996, the Bank plans to
open a new full-service banking center in Newark, New Jersey.

         Bancorporation neither owns nor leases any property.
<page.
ITEM 3.  LEGAL PROCEEDINGS.

         Neither Bancorporation nor the Bank is involved in any
material pending legal proceedings, other than routine litigation
incidental to their respective businesses.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matter was submitted to a vote of Bancorporation's
shareholders during the fourth quarter of the year ended December
31, 1995.
         
ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT.

         Executive officers of Bancorporation and of the Bank
are elected annually and serve until their successors are elected
and qualified at the next annual meeting of the directors of the
respective corporations.  The following table sets forth
information with respect to the executive officers of
Bancorporation and of the Bank.
<TABLE>
<CAPTION>
                        Position with
                        Bancorporation
                        and Bank and Year        Principal
    Name           Age  First Elected            Occupation <F1>
<S>                <C>  <C>                      <C>
Donald M. Karp     59   Chairman of              Position with
                        the Board of             Bancorporation
                        Bancorporation (1985)    and the Bank <F2>
                        and the Bank (1985);
                        Chief Executive Officer
                        of Bancorporation (1991)
                        and the Bank (1991);
                        Vice Chairman of the
                        Board of Bancorporation
                        (1981-1985) and the
                        Bank (1978-1985);
                        Director (1972)

John A. Dorman          56   President of        Position with
                        Bancorporation (1992)    Bancorporation
                        and the Bank (1992);     and the Bank <F3>
                        Director (1992)

Fred S. Campo           46   Senior Vice         Position with
                        President of the Bank    Bancorporation
                        (1986); Secretary of     and the Bank <F4>
                        Bancorporation (1982)
                        and the Bank (1991)

Fred Perry, Jr.  66     Senior Vice              Position with
                        President of             the Bank
                        the Bank (1978)

Peter Kenny      50     First Vice               Position with
                        President of             the Bank <F5>
                        the Bank (1991);
                        Senior Vice 
                        President of the
                        Bank (1992)

James Boyle      45     Treasurer of             Position with
                        Bancorporation;          Bancorporation
                        Vice President and       and the Bank <F6>
                        Comptroller of the 
                        Bank (1988); Senior
                        Vice President of the
                        Bank (1992)

Ellen Rogoff     46   First Vice President       Position with
                      of the Bank (1993);        the Bank <F7>
                      Senior Vice President
                      of the Bank (1994)
<FN>
<F1>
Unless otherwise indicated, each of the persons listed has 
been employed in the indicated principal occupation during
the last five years.
<F2>
Mrs. Donald M. Karp is the niece of Stanley J. Lesnik and
the daughter of Harriet M. Alpert, a principal shareholder
of Bancorporation.
<F3>
Prior to joining Bancorporation and the Bank, Mr. Dorman was
an executive vice president of Chemical Bank New Jersey
where he managed the Statewide Commercial Lending division. 
For the two years prior to the merger in 1989 of Horizon
Bank Corp. and Chemical Bank, Mr. Dorman served as President
and Chief Executive Officer of Chemical New Jersey
Corporation, Chemical Banking Corporation's loan production
office in New Jersey.
<F4<
Mr. Campo joined the Bank in December 1978 as an internal
auditor.  In 1982, Mr. Campo became secretary of
Bancorporation.   In 1986, he was promoted to senior vice
president of the Bank.  In 1991, he became secretary of the
Bank.
<F5>
For at least five years prior to joining Bancorporation, Mr.
Kenny was executive vice president and secretary of United
Jersey Bank, Northwest.
<F6>
Prior to joining Bancorporation, from April 1982 to December
1988 Mr. Boyle was a vice president and project director at
National Westminister Bancorporation NJ (formerly First
Jersey National Bank).
<F7>
For the three years prior to joining the Bank, Ms. Rogoff
was Manager of Human Resources for Bristol Myers.  For at
least two years prior to joining Bristol Myers, Ms. Rogoff
was Manager of Human Resources for Action Tungsram.

</TABLE>
            There are no arrangements or understandings between any
of the executive officers or any other persons pursuant to which
any of the executive officers have been selected to their
respective positions.


                                     PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            SHAREHOLDER MATTERS.

Shares of the Common Stock of Broad National Bancorporation have
been traded under the symbol BNBC on the NASDAQ National Market
System since June 2, 1988, and in the over-the-counter market
prior to this date.  The following table sets forth the range of
high and low closing sale price quotations per share for
Bancorporation's Common Stock as reported by NASDAQ, together
with cash dividends per share paid on Bancorporation's Common
Stock, during the periods indicated.  
<PAGE>

     The market price information does not include retail
markups, markdowns or commissions, but are based on actual
transactions.
<TABLE>
<CAPTION>
     Bancorporation           High*     Low*           Dividends
<S>       <C>              <C>        <C>                <C>
     1995 1st Quarter      $ 8 1/4    $6 3/4             $.03
          2nd Quarter       10         7                  .05
          3rd Quarter       10 3/4     8 3/4              .06
          4th Quarter       13 1/4     9                  .06


     1994 1st Quarter        7 5/32    5 15/32           $.02
          2nd Quarter        6 29/32   5 15/32            .02
          3rd Quarter        7 7/8     6 7/16             .02
          4th Quarter        7 7/8     6                  .12
</TABLE>          

* The market prices and dividends have been restated to give
effect to the 5% stock dividend which was distributed December 16,
1994.

     As of February 2, 1996, there were 4,111,868 shares of
Bancorporation's Common Stock outstanding and approximately 560
holders of record of such stock.

     As of February 2, 1996, there were no shares outstanding of
Bancorporation's Preferred Stock 1985 class, par value $10.00 per
share.  As of February 2, 1996, there were 68,334 shares
 outstanding of Bancorporation's 8-1/2% Cumulative Convertible
Preferred Stock 1992 class, $1.00 par value per share, and
approximately 65 holders of record of such Preferred Stock. 
Refer to Note 14 for information regarding the redemption of Preferred 
Stock.  Bancorporation paid dividends on its Preferred Stock 1985 class
in the amount of 1.71 per share in January and July 1995. 
Bancorporation paid dividends on its Preferred Stock 1992 class
in the amounts of $0.2125 in January, April, July and October,
1995, respectively.
<PAGE>


                          PRINCIPAL MARKET MAKERS

                             RYAN, BECK & CO.
                              80 MAIN STREET
                           WEST ORANGE, NJ 07052
                              (201) 325-3000

HERZOG, HEINE, GEDULD, INC.            R.A. MACKIE & CO., INC.
     26 BROADWAY                            P.O. BOX 380
 NEW YORK, NY 10004                    IRVINGTON, N.Y. 10591  
   (212) 908-4000                          (800) 328-1550


SANDLER O'NEILL & PARTNERS           F.J. MORRISSEY & CO., INC.
2 WORLD TRADE CENTER                      1700 MARKET STREET
104TH FLOOR                                   SUITE 1420
NEW YORK, NEW YORK, 10048              PHILADELPHIA, PA 19103
(212) 466-7740                              (800)842-8928


ITEM 6.  SELECTED FINANCIAL DATA.

     The following table sets forth certain historical financial data with
respect to Bancorporation on a consolidated basis.  The information
contained in this table should be read in conjunction with Bancorporation's
historical Consolidated Financial Statements and related notes thereto
included elsewhere in this Report.

<PAGE>

<TABLE>
<CAPTION>
                                                         December 31,
                                        1995      1994      1993      1992      1991
                                                 (Dollars in thousands)
<S>                                 <C>       <C>        <C>      <C>        <C>
SELECTED CONSOLIDATED STATEMENT OF
   CONDITION INFORMATION:
Total assets                        $481,185  $428,630   $438,532 $405,634   $493,191
Loans, gross                         267,419   267,422    265,920  256,293    294,780
Investment securities                116,212   110,933    102,165   99,654    116,217     
Total deposits                       429,681   391,466    406,066  378,699    418,358
Short-term borrowings and long-term 
  debt                                   782       177        342    3,660     21,672
Shareholders' equity                  34,529    30,266     27,421   18,975     17,341
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                         December 31,
                                        1995      1994      1993      1992      1991
                                                      (Dollars in thousands)
<S>                                 <C>       <C>        <C>      <C>        <C>
CONSOLIDATED STATEMENT OF OPERATIONS
   INFORMATION:
Interest income                     $ 33,398  $ 29,795   $ 28,313 $ 30,441   $ 38,971
Interest expense                      10,082     7,464      8,082   11,817     20,293
Net interest income                   23,316    22,331     20,231   18,624     18,678
Provision for possible loan losses       720       450        900    2,435     12,911
Net interest income after provision 
  for possible loan losses            22,596    21,881     19,331   16,189      5,767
Non-interest income                    4,491     3,649      4,023    4,405      3,517
Other expense                         19,536    20,073     19,813   17,590     18,077     
Income tax provision (benefit)         3,131       768      1,491    1,311     (1,489)
Net income (loss) before cumulative 
  effect of a change in accounting 
  principle                            4,420     4,689      2,050    1,693     (7,304)
Cumulative effect of a change in
  accounting principle                     0         0      1,086        0          0
Net income (loss)                     $4,420    $4,689     $3,136   $1,693    $(7,304)
Per Share Data
Net income (loss) per common share
  Primary 
    Before cumulative effect of a 
      change in accounting principle   $1.28     $1.41      $0.50    $0.57     $(2.62)
    Cumulative effect of a change in
      accounting principle              0.00      0.00       0.38      0.00     0.00  
    Primary earnings (loss) per common 
      share                            $1.28      $1.41     $0.88     $0.57   $(2.62)
  Fully diluted
    Before cumulative effect of a change
      in accounting principle          $1.03     $1.10      $0.50     $0.57    <F1>
    Cumulative effect of a change in 
      accounting principle              0.00      0.00       0.27      0.00     0.00
  Fully diluted earnings (loss) per 
    common share                       $1.03     $1.10      $0.77     $0.57    <F1>
Cash dividends per common share         0.19      0.18       0.00      0.00     0.00
Book value per common share             8.14      7.87       6.89      6.48     5.86
Dividend payout ratio                  26.58%    19.27%     18.05%     0.00%    0.00%
Weighted average number of common 
  shares outstanding (in thousands):
    Primary                            3,002     2,880      2,837     2,812    2,812
    Assuming full dilution             4,304     4,251      4,139     2,924    2,812

<PAGE>

                                                         December 31,
                                        1995      1994      1993      1992      1991
                                                    (Dollars in thousands)

FINANCIAL RATIOS
Return on average assets                0.97%     1.04%     0.48%     0.39%    (1.59)%
Return on average shareholders' equity 13.52     16.16      7.83      9.27    (32.10)
Average equity to average assets        7.14      6.44      6.12      4.24      4.95
Earnings to fixed charges <F2>          1.71      1.68      1.30      1.25      0.59  
Net interest margin                     5.59      5.41      5.12      4.68      4.49
Net interest spread                     4.88      4.92      4.55      4.05      3.64

ASSET QUALITY RATIOS
Non-performing loans as a % of gross 
   loans                                3.82%     3.63%     7.72%     7.57%10.16%
Non-performing loans as a % of total 
   assets                               2.12      2.26      4.68      4.79 6.07
Allowance for possible loan losses as 
   a % of gross loans                   2.77      2.84      4.23      4.94      4.08
Allowance for possible loan losses as 
   a % of non-performing loans         72.47     78.32     54.81     65.21     40.16  
Net chargeoffs as a % of average gross 
  loans                                 0.35      1.56      0.90      0.67      3.27
Non-performing assets as a % of loans 
  and OREO                              6.00      5.81     10.03     10.98     10.20

CAPITAL RATIOS
Leverage capital                        7.17%     7.00%     6.23%     4.34%     3.69%
Tier 1 capital to total risk-weighted 
  assets                               10.58      9.87      9.16      6.55      5.15
Total capital to total risk-weighted 
  assets                               11.85     11.13     10.45      7.84      6.43
<FN>
<F1>  Anti-dilutive
<F2>  The ratio of earnings to fixed charges is computed by dividing the sum of income
before taxes, fixed charges and preferred stock dividends by the sum of fixed charges and
preferred stock dividends.  Fixed charges represent interest expense and payment of debt. 
For the year ended December 31, 1991 Bancorporation's earnings were insufficient to cover
its fixed charges by $8.8 million.  In this period, it was necessary for Bancorporation to
rely upon other funding sources to cover its fixed charges.
</TABLE>

<PAGE>
ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS.

     The following discussion and analysis is intended to provide
information about the financial condition and results of
operations of Bancorporation and its subsidiaries on a
consolidated basis and should be read in conjunction with the
Consolidated Financial Statements and their related notes.  As
used in the following discussion, the term "Company" refers to
Broad National Bancorporation and its subsidiaries on a
consolidated basis; the term "Bank" refers to Broad National Bank
and its subsidiaries on a consolidated basis; and the term
"Bancorporation" refers to Broad National Bancorporation on a
parent company only basis.  When necessary, reclassifications
have been made to prior years' data throughout the following
discussion and analysis for purposes of comparability with 1995
data.


                                  SUMMARY

     The Company recorded net income of $4,420,000 or $1.03 per
fully diluted common share in 1995, compared to net income of
$4,689,000 or $1.10 per fully diluted common share in 1994.  Net
income for 1994 included tax benefits of $1,500,000 as well as a
one-time recovery of $875,000 ($578,000 tax effected) of legal
expenses in conjunction with an insurance settlement.  In 1993,
the Company recorded net income of $3,136,000 or $0.77 per fully
diluted common share.

     An improved net interest rate margin, an increase in non-
interest income and a decline in non-interest expense contributed
to the increase in income, before income taxes, for 1995 as
compared to 1994.  The increase in income tax expense offset
these improvements and resulted in the overall decrease of net
income for 1995 as compared to 1994.

     The improved earnings performance for 1994 as compared to
1993 was attributable to an improved net interest rate margin, a
lower provision for possible loan losses, the one-time recovery
of legal expenses and the tax benefit realized.

     The Company's return on average assets and return on average
shareholders' equity were 0.97% and 13.52%, respectively, for
1995.  The Company's comparable return on average assets was
1.04% for 1994, and 0.48%, exclusive of the cumulative effect of
the change in accounting principle, for 1993.  The return on
average shareholders' equity was 16.16% for 1994, and 7.83%,
exclusive of the cumulative effect of the change in accounting
principle, for 1993.
<PAGE>
     The Company's total assets increased $52,555,000 or 12.3% in
1995, following a decline of $9,902,000 or 2.3% in 1994.  Total
deposits of $429,681,000 at December 31, 1995 represent an
increase of $38,215,000 or 9.8% from the December 31,1994
balance.  Total deposits had declined $14,600,000 or 3.6% during
1994.  Total shareholders' equity increased $4,263,000 or 14.1%
between 1995 and 1994, following an increase of $2,845,000 or
10.4% between 1994 and 1993.

                           RESULTS OF OPERATIONS

NET INTEREST INCOME

     Net interest income, the primary source of earnings for the
Company, is the difference between interest and fees earned on
loans and other earning assets, and interest paid on deposits and
other interest bearing liabilities.  Earning assets include
loans, investment securities and federal funds sold.  Interest
bearing liabilities include savings, interest bearing demand and
time deposits, short-term borrowings and long-term debt.

     The following table shows the Company's consolidated average
balance of assets, liabilities, and shareholders' equity as well
as the amount of interest income or interest expense and the
average rate for each category of interest-earning assets and
interest-bearing liabilities.  Non-accrual loans are included in
average loans and interest on loans includes loan fees which were
not material.  Nontaxable income from investment securities and
loans is presented on a tax-equivalent basis assuming a 34% tax
rate.
<PAGE>

<TABLE>
<CAPTION>
                                                       NET INTEREST INCOME
ASSETS

                                     1995                             1994                         1993  
                         Average  Interest   Average     Average    Interest   Average      Average  Interest   Average
                         Balance  and Fees    Rate       Balance    and Fees    Rate        Balance  and Fees     Rate 
                                                                         (Dollars in Thousands)
<S>                      <C>        <C>       <C>       <C>          <C>        <C>         <C>       <C>       <C>
Federal funds sold       $38,383    $2,253    5.87%     $   44,509   $  1,836    4.13%      $ 42,284  $ 1,262    2.98%
Investment securities
  Securities held-to-
    maturity <F1>         87,128     5,154    5.92          83,861      4,588    5.47         86,802    4,727    5.45
  Securities available-                                                     
  for-sale                27,029     1,682    6.22          23,548      1,257    5.34         11,505      593    5.15
Total investment
  securities             114,157     6,836    5.99 <F2>    107,409      5,845    5.44 <F2>    98,307    5,320    5.41 <F2>
Loans
  Mortgage               160,797    14,657    9.11         156,604     13,660    8.72        155,276   13,756    8.86
  Installment             11,328     1,125    9.93           9,251        870    9.40          9,809    1,131   11.53
  Commercial              92,822     8,459    9.11          94,912      7,498    7.90         89,116    6,756    7.58
  States and political
    subdivisions <F1>      1,148       146   12.72           1,286        154   11.98          1,433      162   11.31
  Total Loans            266,095    24,387    9.16         262,053     22,182    8.46        255,634   21,805    8.53
  Total interest
    earning assets      $418,635   $33,476    8.00% <F2>  $413,971   $ 29,863    7.21% <F2> $396,225  $28,387    7.16% <F2>
Less-Allowance for
  possible loan losses     7,558                             9,691                            12,542
All other assets          46,749                            46,336                            44,034
TOTAL ASSETS            $457,826                          $450,616                          $427,717

LIABILITIES AND SHAREHOLDERS' EQUITY

Time Deposits
  Savings and interest 
    bearing demand 
    deposits            $221,749    $4,900    2.21%       $248,752   $ 5,018     2.02%     $223,709   $ 5,119    2.29%
  Time deposits:
  Under $100,000          78,511     3,973    5.06          63,118     1,949     3.09       76,285      2,654    3.48
  Over $100,000           20,279     1,040    5.13          13,875       491     3.54        8,741        264    3.02
  Total time deposits    320,539     9,913    3.09         325,745     7,458     2.29      308,735      8,037    2.60
Short-term borrowings      2,808       169    6.02             275         6     2.18          863         45    5.21
Total interest bearing
  liabilities           $323,347   $10,082    3.12%        326,020   $ 7,464     2.29%     $309,598    $8,082    2.61%
Other liabilities          6,516                             5,905                            4,895
Demand deposits           95,264                            89,683                           87,031
Shareholders' equity      32,699                            29,008                           26,193
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY  $457,826                          $450,616                         $427,717
NET INTEREST INCOME                $23,394                           $22,399                          $20,305
NET INTEREST SPREAD                           4.88%                              4.92%                           4.55%
NET INTEREST MARGIN                           5.59% <F3>                         5.41% <F3>                      5.12% <3>

<FN>
<F1>  
     Interest income for investments in states and political
     subdivisions include tax-equivalent adjustments at a 34%
     rate.
<F2>  
     Average rates reflect the tax-equivalent adjusted yields on
     non-taxable investments and loans. 
<F3> 
     Represents the difference between interest earned and
     interest paid, divided by total average interest-earning
     assets.
</TABLE>

<PAGE>
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME

     The effect of changes in average balance and rate from the
corresponding prior period on interest income, interest expense
and net interest income for the years ended December 31, 1995 and
1994 is set forth below.  The effect of a change in average
balance has been determined by applying the average rate for the
earlier period to the change in average balance for the later
period, as compared with the earlier period.  The effect of a
change in the average rate has been determined by applying the
average balance for the earlier period to the change in average
rate for the later period, as compared with the earlier period. 
The variances attributable to simultaneous balance and rate 
changes have been allocated in proportion to the relationship 
of the dollar amount of change in each category.
<TABLE>
<CAPTION>                                          
                                          1995 Compared with 1994                              1994 Compared with 1993
                                            Increase (Decrease)                                  Increase (Decrease)  
                                             Due to a Change in                                  Due to a Change in  

                            Average        Average                       Average        Average
                            Balance          Rate           Total        Balance          Rate           Total
                                                            (Dollars in Thousands)
<S>                            <C>          <C>            <C>             <C>           <C>             <C>
Interest earned on:
  Loans                        $438         $1,767         $2,205           $585         $(208)          $377
  Investment securities         381            610            991            496            29            525
  Federal funds sold           (288)           705            417            417            66            508            574
  Total interest income         531          3,082          3,613          1,147           329          1,476
Interest paid on:
  Savings and interest
    bearing demand             (657)           539           (118)           520          (621)          (101)
  Time deposits:
    Under $100,000              568          1,456          2,024           (403)         (302)          (705)
    Over $100,000               278            271            549            175            52            227
  Short-term borrowings         136             27            163            (36)           (3)           (39)
  Total interest expense        325          2,293          2,618            256          (874)          (618)
Change in net interest income  $206           $789           $995           $891        $1,203         $2,094

Percent increase (decrease) in
  net interest income over the
  prior period                                               4.44%                                      10.31%
</TABLE>
<PAGE>
     During 1995, total interest income, on a tax equivalent
basis, increased $3,613,000 or 12.1% compared to 1994.  The mix
of average interest earning assets changed slightly for 1995 as
compared to 1994.  Average federal funds sold declined to 9.2% of
average interest earning assets, as compared to 10.8% for 1994,
while total investment securities increased to 27.3% of average
interest earning assets for 1995 as compared to 25.9% for 1994. 
Total loans remained relatively unchanged, representing 63.5% of
average interest earning assets for 1995, as compared to 63.3%
for 1994.  The increase of $3,613,000 in total interest income
for 1995 as compared to 1994 is primarily attributable to an
increase of 79 basis points in the average rate earned on total
average interest earning assets, and to a lesser extent, an increase of
$4,664,000 in total average interest earnings assets.  An
increase of $4,042,000 in the average balance of loans combined
with an increase of 70 basis points in the average rate earned on
loans to result in an increase of $2,205,000 in interest income
earned on loans.  Similarly, an increase of $6,748,000 in the
average balance of investment securities combined with a 55 basis
point increase in the average rate earned on investment
securities to result in an increase of $991,000 in interest
income earned on investment securities.  Interest income earned
on federal funds sold increased $417,000, primarily as the result
of an increase of 174 basis points in the average rate earned on
federal funds sold, which increase was partially offset by a
decrease of $6,126,000 in the average balance of federal funds
sold.

     Total interest expense of $10,082,000 for 1995 was
$2,618,000 or 35% higher than 1994.  The increase in interest
expense is primarily attributable to an increase in the average
rates paid on interest bearing liabilities, and to a lesser
extent due to the change in the mix of interest bearing
liabilities.  The average rate paid for interest bearing
liabilities during 1995 was 83 basis points higher than 1994,
with the largest increase in rates reflected in time deposits and
short-term borrowings.  In addition to the increase in average
rates, the average balance of relatively higher costing time
deposits and short-term borrowings increased during 1995. 
Average rates on time deposits under $100,000 were 197 basis
points higher for 1995 as compared to 1994, while average rates
on time deposits over $100,000 were 159 basis points higher for
1995 than for 1994.  The average rate on short-term borrowings
for 1995 was 384 basis points higher than 1994.  The increase in
the average rate paid on all interest bearing liabilities was
responsible for an increase of $2,293,000 in total interest
expense.  Additionally, increases in the average balance of time
deposits and short-term borrowings contributed to an additional
$325,000 increase in total interest expense for 1995 as compared
to 1994.
<PAGE>
     Tax equivalent net interest income for 1995 increased
$995,000 or 4.4% from 1994, and the net interest margin for 1995
was 18 basis points higher than that for 1994.  The increase is
primarily attributable to the fact that average rates earned on
interest earning assets increased more quickly than rates paid on
interest bearing liabilities.

     During 1994, total interest income, on a tax equivalent
basis, increased $1,476,000 or 5.2% compared to 1993.  The mix of
average interest earning assets remained relatively unchanged for
1994 as compared to 1993.  Average federal funds sold, investment
securities and loans represented 10.8%, 25.9% and 63.3%,
respectively, of average interest earning assets for 1994, as
compared to 10.7%, 24.8% and 64.5%, respectively, of average
interest earning assets for 1993.  The increase of $1,476,000 in
total interest income for 1994 as compared to 1993 is primarily
attributable to an increase of $17,746,000 in total average
interest earning assets, and to a lesser extent, an increase of 5
basis points in the average rate earned on total interest earning
assets.  An increase of $6,419,000 in the average balance of
loans was partially offset by a decline of 7 basis points in the
average rate earned on loans, resulting in a net increase of
$377,000 in interest income earned on loans.  An increase of
$9,102,000 in the average balance of investment securities
combined with a 3 basis point increase in the average rate earned
on investment securities to result in an increase of $525,000 in
interest income earned on investment securities.  Interest income
on federal funds sold increased $574,000, primarily as the result
of an increase of 115 basis points in the average rate earned on
federal funds sold, and to a lesser extent, an increase of
$2,225,000 in the average balance of federal funds sold.

     Total interest expense of $7,464,000 for 1994 was $618,000
or 7.6% lower than 1993.  The composition of interest bearing
liabilities changed slightly during 1994 as compared to 1993,
with relatively lower yielding savings, IMMA and NOW deposits
comprising 76.3% of total interest bearing liabilities for 1994
as compared to 72.3% of interest bearing liabilities for 1993. 
Conversely, certificates of deposit as a percentage of average
interest bearing liabilities declined to 23.6% for 1994 as
compared to 27.4% for 1993.  The $618,000 decrease in interest
expense for 1994 as compared to 1993 is primarily attributable to
a decline of 32 basis points in the average rate paid on interest
bearing liabilities, which offset an increase of $16,422,000 in
the average balance of interest bearing liabilities.  The most
significant component of the decline in interest expense for 1994
is represented by certificates of deposit under $100,000, for
which a $13,167,000 decline in the average balance combined with
a 39 basis point decline in the average rate paid, to result in a
total decrease of $705,000 in interest expense for certificates
of deposit under $100,000.  While the volume and rate of 
<PAGE>
certificates of deposit under $100,000 declined for 1994, the
average balance of certificates of deposit over $100,000
increased $5,134,000 and the average rate paid on these deposits
increased 52 basis points, resulting in an increase of $227,000
in interest expense.  On a combined basis, interest expense for
certificates of deposit decreased $478,000 for 1994 as compared
to 1993.  The average balance of savings and interest bearing
demand deposits increased $25,043,000 for 1994 as compared to
1993.  However, the average rate paid on these deposits declined
27 basis points, resulting in an overall decrease of $101,000 in
interest expense for these categories of deposits for 1994.

     Net interest income for 1994 increased $2,094,000 or 10.3%
from 1993.  The Company attributes most of this increase to the
increase in the balance of average interest earning assets as
well as the decline in the average rate paid for interest bearing
liabilities.

PROVISION FOR POSSIBLE LOAN LOSSES

     In determining the provision for possible loan losses
management considers historical loan loss experience, changes in
composition and volume of the portfolio, the level and
composition of non-performing loans, the adequacy of the
allowance for possible loan losses, and prevailing economic
conditions.  The provision for possible loan losses was
$720,000,$450,000 and $900,000 for 1995, 1994 and 1993,
respectively.

     Actual net loan charge-offs were $920,000 or .35% of average
total loans, $4,100,000 or 1.56% of average total loans and
$2,307,000 or 0.90% of average total loans for 1995, 1994 and
1993, respectively.  Included in the net charge-off figure of
$4,100,000 for 1994 are charge-offs for approximately $2,696,000
related to the sale of $5,651,000 of troubled loans, including
approximately $4,500,000 of non-performing loans, which was
completed during the second quarter of 1994.  The net charge-off
figure for 1994 also includes a $500,000 recovery received in
conjunction with a previously announced  insurance settlement.


NON-INTEREST INCOME AND NON-INTEREST EXPENSES

     Total non-interest income increased $842,000 or 23.1% for
1995 as compared to 1994.  The most significant changes were
represented by investment security and loan sale transactions.
During 1995, the Company recorded a gain of $71,000 from the sale
of securities available-for-sale.  This gain represented an
improvement of $240,000 over the loss of $169,000 recorded from
the sale of securities available-for-sale in 1994.  Additionally,
during 1995 the Company recorded gains of $18,000 from the sale
of residential mortgages.  These gains represented an improvement
of $314,000 over the loss of $296,000 realized from the sale of
residential mortgages during 1994.  Increases of $40,000 in ATM
fee income and $36,000 in credit card fees represented the larger
components of the $166,000 increase in other income.  
<PAGE>
     Total non-interest income declined $374,000 or 9.3% for 1994
as compared to 1993.  Service charges on deposit accounts, which
represents the largest component of non-interest income,
increased $560,000 or 19.8% in 1994 as compared to 1993 as the
result of increased volume and increased fees.  However, this
increase was offset by a decline of $713,000 in income generated
from investment security and loan sale transactions.  The 1994
loss of $465,000 on the sale of securities/mortgages included a
loss of $169,000 from the sale of securities available-for-sale
and a loss of $296,000 from the sale of residential mortgages. 
The Company had realized a gain of $248,000 from the sale of
securities during 1993.  There were no sales of residential
mortgages during 1993.

     Total non-interest expenses of $19,536,000 for 1995 are
$537,000 or 2.7% lower than 1994.  1995 salaries and wages are
$292,000 or 3.9% higher than those for 1994.  This increase is
attributable in part to an increase of approximately $112,000 in
incentive salary programs as well as payments of approximately
$60,000 to selected employees who qualified for and elected to
participate in an early retirement program.  The remaining
increase is primarily attributable to merit increases.  Employee
benefits expenses increased $260,000 or 13% during 1995 as
compared to 1994.  The most significant component of this
increase was additional pension expense of $150,000 related to
the early retirement program for selected employees.  1995 legal
fees of $547,000 represent an increase of $411,000 over 1994
legal fees, however, 1994 legal fees were reduced by a one-time
recovery of $875,000 resulting from the settlement of an
insurance claim.  FDIC and OCC assessments are $586,000 lower in
1995 than 1994 as the result of the reduction of the FDIC
assessment during 1995.  The largest component of the decrease in
other expenses are declines in expenses associated with a data
processing conversion that occurred during 1994.

     In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), which is
effective beginning in 1996.  SFAS 123 allows companies either to
continue to account for stock-based employee compensation plans
under existing accounting standards or adopt a fair value based
method of accounting for stock options as compensation expense
over the service period, as defined in the new standard.  SFAS
123 requires that if a company continues to account for stock
options under APB 25 it must provide pro-forma net income and
earnings per share information as if the new fair value approach
had been adopted. The Company will continue to follow the
existing accounting standards for these plans and will make the
required disclosures in 1996.
<PAGE>
     Total non-interest expenses of $20,073,000 for 1994 were
$260,000 or 1.3% higher than 1993.  Salaries and wages were
$631,000 or 9.3% higher than 1993 as the result of merit
increases for officers and employees, an increase in the
management bonus plan for 1994 and the accrual of severance pay
for a small reduction in force resulting from management's
efforts to improve efficiency and reduce costs for future
periods.  Data processing fees of $1,256,000 for 1994 represented
an increase of $393,000 or 45.5% over 1993.  In addition to
computer fees, data processing fees also include item processing
expenses paid to a third party resulting from the Company's
outsourcing of its item processing operations in August of 1993. 
These item processing fees were $610,000 for the full twelve
months of 1994 as compared to $225,000 for the last four months
of 1993.  The decline in legal fees was primarily due to the
recovery of $875,000 of legal expenses in 1994 in conjunction
with the previously announced settlement of certain claims made
under the Company's insurance policy.  Other real estate expense
of $169,000 for 1994 was $264,000 or 61% lower than 1993 primarily
as the result of the reduction in the provision for possible
losses on other real estate owned from $325,000 for 1993 to
$75,000 for 1994.  1994 advertising expenses were $151,000 or
72.2% higher than the prior year period due to advertising
campaigns to reinforce the Bank's image in the communities in
which it serves, as well as a campaign to promote its consumer
lending products.  The largest component of the increase in
"other" non-interest expenses were temporary help and related
expenses as the result of additional resources used by the
Company to assist with a data processing conversion during 1994.

INCOME TAXES

     In 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS 109"), which became effective for
financial reporting periods beginning after December 15, 1992.  

     Effective January 1, 1993, the Company adopted SFAS 109, and
has reported $1,086,000 as the cumulative effect of that change
in the method of accounting for income taxes in the December 31,
1993 consolidated statement of income.  

     The effective tax rate was 41.5% in 1995, 14.1% in 1994 and
42.1% in 1993.  The decrease in the effective rate to 14.1% for
1994 was primarily due to the recognition of tax benefits
resulting from the adjustment of the valuation allowance for
deferred tax assets.

     The valuation allowance for deferred tax assets as of
December 31, 1993 was $1,930,000.  The net change in the total
valuation allowance for 1994 was a decrease of $1,500,000, which
was the result of the accelerated recognition of temporary
differences related to the sale of non-performing loans in 1994
and improvement in the Bank's core earnings.  Income tax expense
was reduced $1,500,000 as a result of the change in the valuation
allowance.
<PAGE>

                            FINANCIAL CONDITION

LOANS

        Total gross loans of $267,419,000 at December 31, 1995 were relatively
unchanged from the December 31, 1994 balance of $267,422,000.  For 1995,
average loans of $266,095,000 represented 63.5% of total average interest
earning assets as compared to 63.3% of total average interest earning
assets for 1994.

     The following table shows the classification of loans by major category,
at December 31, for each of the past five years.

<TABLE>                                   
<CAPTION>                                                
                                                December 31,
                               1995        1994         1993        1992         1991

<S>                          <C>         <C>          <C>         <C>         <C>
Real estate loans:
  Construction               $4,097      $3,913       $5,209      $6,602      $15,061
  Mortgage
    Residential              90,831      81,237       72,484      77,273       86,988
    Commercial               94,950      85,819       76,554      77,377       75,475
Commercial loans             69,025      90,430       95,671      88,751      105,698
Installment loans             7,828       5,022        4,400       6,019       10,599
Other loans                     688       1,001          559         271          959
Loans held for sale
  (market value $11,153)          0           0       11,043           0            0
  Total loans              $267,419    $267,422     $265,920    $256,293     $294,780
</TABLE>

     Real estate loans include construction mortgages,
residential mortgages (including home equity loans), and
commercial mortgages.

     Construction loans are predominately floating rate loans and
the term thereof generally does not exceed one year.  The
majority of the Bank's construction loans consist of loans
secured by single- or multi- family dwellings located in the
Bank's primary market area.

     Residential mortgage loans include mortgages for the
purchase or refinancing of residential properties and are secured
by first liens on those properties.  This category also includes
home equity loans which are secured by either a first or second
lien on real estate.

     Commercial mortgages include mortgages on owner occupied
buildings and investment properties, secured by first mortgages
on these properties.  Maturities are generally five years or less,
although amortization is generally based on terms of 15 years or less.

     Commercial loans primarily represent loans to commercial
borrowers for working capital and other short-term needs and term
loans for the acquisition of assets.  The terms of such loans
generally range from one to five years.
<PAGE>
     Installment loans are granted primarily to individuals on an
installment basis, may be secured by liens on personally held
assets or may be unsecured, and include auto loans, home
improvement loans, student loans, revolving credit plans and
personal loans.

     The following table summarizes the maturities of certain
loan categories at December 31, 1995:
<TABLE>
<CAPTION>
                       Within       1-5     Over  
                      One Year     Years   5 Years     Total
                                (Dollars in Thousands)
<S>                     <C>      <C>       <C>        <C>
Real estate loans:
  Construction          $4,097   $     0   $     0    $4,097
  Mortgage              24,151    81,744    79,886   185,781
Commercial loans        27,610    28,991    12,424    69,025
</TABLE>

     The table below presents the fixed and variable rate loans
at December 31, 1995 on loans with a term of greater than one
year in the following categories:
<TABLE>
<CAPTION>
                          Fixed                   Variable  
                     Interest Rates           Interest Rates
                            (Dollars in Thousands)      
<S>                        <C>                       <C>
Real Estate loans:
  Mortgage                 $105,606                  $56,024
Commercial loans             16,980                   24,435
</TABLE>

     The Company's loan portfolio is varied, with no undue
concentration in any single industry, although most of the loans
in the Company's loan portfolio have been made to borrowers in
New Jersey.  The Company's home equity loan portfolio (which is
included in real estate mortgages in the table above) and a
substantial portion of its commercial loan portfolio have
interest rates that reprice with changes in the prime rate.

ALLOWANCE FOR POSSIBLE LOAN LOSSES

     The allowance for possible loan losses is maintained at an
amount considered adequate by management and the Board of
Directors to provide for potential credit losses based upon a
periodic evaluation of the risk characteristics of the loan
portfolio.
<PAGE>
     Management and the Board of Directors of the Company review
the allowance for possible loan losses on a regular basis. 
Management and the Board evaluate a number of factors in
determining the appropriate level of the allowance for possible
loan losses.  Weakening credits are evaluated individually and
factors such as the creditworthiness of the borrower, the
adequacy of underlying collateral and the probable impact of
business and economic conditions upon the borrower are examined. 
The review process also takes into consideration the possibility
that there may be losses in the loan portfolio which cannot
currently be identified, and the degree of risk inherent in the  
composition of the loan portfolio.  The volume of non-performing
and other classified loans and their relationship to the loan
portfolio, as well as historical charge-off experience, are also
examined.
<PAGE>
     The following table summarizes the activity in the allowance
for possible loan losses over each of the past five years.  Also
presented are certain key ratios regarding the allowance.
<TABLE>
<CAPTION>

                                                                         December 31,
                                                   1995           1994           1993           1992           1991
                                                                    (Dollars in Thousands)        
<S>                                            <C>            <C>            <C>           <C>             <C>
Average loans outstanding 
  during the year                              $266,095       $262,053       $255,634       $270,994       $316,469
Total gross loans at period end                 267,419        267,422        265,920        256,293        294,780
Allowance, beginning of year                      7,602         11,252         12,659         12,030          9,470
Loans charged-off during the year:
  Commercial                                      1,952          2,184          2,047          1,551          9,052
  Mortgage                                           80          2,809            379            136            296
  Installment                                        91            148            157            584          1,503
Total loans charged-off during
  the year                                        2,123          5,141          2,583          2,271         10,851
Recoveries during the year:
  Commercial                                      1,005            890            111            354            191
  Mortgage                                          142             10              0              2            142
  Installment                                        56            141            165            109            167
Total recoveries during the year                  1,203          1,041            276            465            500

Net loans charged-off during
  the year                                          920          4,100          2,307          1,806         10,351
Provision charged to operations                     720            450            900          2,435         12,911
Allowance, end of year                           $7,402         $7,602        $11,252        $12,659        $12,030
Ratio of net loans charged-off to
  average loans outstanding during year           0.35%          1.56%          0.90%          0.67%          3.27%
Allowance for possible loan losses as
percentage of total gross loans                   2.77%          2.84%          4.23%          4.94%          4.08%
</TABLE>
<PAGE>
     The following table reflects the allowance for possible loan
losses by category as of December 31, for each of the past five
years:
<TABLE>
<CAPTION>

                                                     December 31,
                            1995                1994                1993                1992                 1991

                           Percent             Percent             Percent             Percent             Percent
                           of Loans            of Loans            of Loans            of Loans            of Loans
                              to                  to                  to                   to                  to  
                   Dollar     Total    Dollar     Total    Dollar     Total    Dollar     Total    Dollar     Total
                   Amount     Loans    Amount     Loans    Amount     Loans    Amount     Loans    Amount     Loans
                                                              (Dollar in Thousands)
<S>
Real Estate Loans: <C>         <C>     <C>         <C>    <C>          <C>    <C>          <C>    <C>         <C>
  Construction     $  163         2%   $  163         2%  $   817         2%  $ 1,538         2%  $ 1,723         5%
  Mortgage          1,765        69     1,984        62     3,370        60     2,999        61     1,369        55
Commercial loans    5,052        26     5,147        34     6,664        36     7,466        35     8,227        36
Installment loans     271         3       308         2       401         2       406         2       458         4
Other                 151         *         0         *         0         *       250         *       253         *
  Total            $7,402       100%   $7,602       100%  $11,252       100%  $12,659       100%  $12,030       100%
* Less than 1.0%
</TABLE>

     As previously discussed under "PROVISION FOR POSSIBLE LOAN
LOSSES", approximately $2,696,000 of the $5,141,000 of loans
charged-off during 1994 resulted from the sale of troubled loans.

     The allowance for possible loan losses includes an
allocation for all loans classified as special mention,
substandard, doubtful or loss (See "Asset Quality" below for
definitions of such classifications).  After allocating the
allowance for classified loans, an allocation is made for all
non-classified loans.  The allocation for non-classified loans is
made by loan category, based upon the historical loss experience
for each loan category as well as perceived risk of loss for each
loan category.  The amount of the allowance applicable to
non-classified loans was $3,778,000 and $4,621,000 at December
31, 1995 and December 31, 1994, respectively.  Since these
factors are subject to change, the allocation of the allowance
for possible loan losses should not be interpreted as an
indication that such amounts or proportions will continue or
indicate future trends.

     The specific amount of the allowance in any particular
category may prove excessive or inadequate and consequently may
be reallocated in the future to reflect current conditions. 
Accordingly, the Company considers the entire reserve to be
available to absorb losses in any category.
<PAGE>

ASSET QUALITY

     Various degrees of credit risk are associated with
substantially all investing activities.  Management believes that
the lending function, however, carries the greatest risk of loss.

     The Bank's credit due diligence begins at the time a
borrower and the Bank begin to discuss the origination of a loan. 
Documentation including a borrower's credit history, materials
establishing the value and liquidity of potential collateral, the
purpose of the loan, the source and timing of the repayment of
the loan and other factors are analyzed before a loan is
submitted for approval.

     The Company attempts to minimize overall credit risk through
loan diversification.  The Company's loan portfolio is varied,
with no undue concentration in any single industry, although most
of the loans in the Company's loan portfolio have been made to
borrowers in New Jersey.

     Individual loan officers are assigned to monitor
non-installment and non-residential mortgage loans and are
responsible for the periodic updating of their reviews of such
loans.  Loan officers are actively encouraged to identify
potential deteriorating loan situations through a self-reporting
system.

     Installment and residential mortgage loans are primarily
monitored through an analysis of their payment status.

     Classified loan reports are prepared and reviewed regularly
by the problem loan committee.  Classified loans are categorized
into one of several categories, depending upon the condition of
the borrower and the strength and amount of collateral.

     Classifications consist of "other loans especially
mentioned," defined as loans with only modest deficiencies in
documentation and with potentially weakening credit features;
"substandard loans," defined as loans that have a well-defined
credit weakness; "doubtful loans," defined as loans that have a
significantly higher probability of loss than substandard loans;
and "loss" loans which are charged-off when they are deemed
uncollectible.

     Non-performing assets consist of (i) non-performing loans,
which include non-accrual loans and loans past due 90 days or
more as to interest or principal payments but not placed on
non-accrual status; (ii) loans that have been restructured due to
a weakening in the financial position of the borrower (restructured 
loans) and (iii) other real estate owned ("OREO"), net of reserves.
<PAGE>
     The following table reflects the components of non-performing assets at
December 31, for each of the past five years:

<TABLE>
<CAPTION>
                                                                               December 31,      
                                    1995             1994                1993                1992                1991
                                                                             (Dollars in Thousands)  
<S>                               <C>              <C>                 <C>                 <C>                 <C>
Past due, 90 days or more:
  Mortgage                        $1,938           $1,388              $4,535              $5,112              $9,743
  Commercial                       1,167              714               1,434               1,607               1,693
  Installment                         18               23                  53                 163                 218
    Total                         $3,123           $2,125              $6,022              $6,882             $11,654
Non-accrual loans:
  Mortgage                        $4,042           $4,357              $9,858              $6,316              $4,402
  Commercial                       3,049            3,222               4,641               6,180              13,816
  Installment                          0                2                   7                  36                  83
    Total                         $7,091           $7,581             $14,506             $12,532             $18,301
Total non-performing loans       $10,214           $9,706             $20,528             $19,414             $29,955
Restructured loans (excluding
  amounts classified as non-
  performing loans)                5,105            5,445               5,721               8,380                   0
Other real estate owned, net         772              400                 461                 402                 129
Total non-performing assets      $16,091          $15,551             $26,710             $28,196             $30,084

Non-performing loans as a
  percent of total gross loans     3.82%            3.63%               7.72%               7.57%              10.16%
Non-performing loans as a
  percent ot total assets          2.12%            2.26%               4.68%               4.79%               6.07%
Non-performing assets as a
  percent of loans and other
  real estate owned                6.00%            5.81%              10.03%              10.98%              10.20%
Allowance for possible
  loan losses                     $7,402           $7,602             $11,252             $12,659             $12,030
Allowance for possible loan
  losses as a percent of non-
performing loans                  72.47%           78.32%              54.81%              65.21%              40.16%
<PAGE>
     It is the Company's general policy to discontinue the
accrual of interest and reverse previously accrued but unpaid
interest as to a particular loan when interest or principal is
more than 90 days past due on such loan or other circumstances
indicate that full collection is questionable, unless the loan is
adequately secured and in the process of collection.  Income on
non-accrual loans is recognized only in the period in which it is
collected.

     In addition to the non-performing loans as of December 31,
1995 and 1994, the Company had classified an additional
$4,932,000 and $3,675,000, respectively, as substandard loans. 
Also, at December 31, 1995 the Company had classified a $650,000
letter of credit as substandard.  A loan loss reserve has been
allocated to such loans and letter of credit in accordance with
the Company's policies.

     In the course of resolving non-performing loans, the Bank
may restructure the contractual terms of its loans with its
borrowers.  If, prior to such restructuring, the loan was
classified as non-accrual, it is the Bank's policy to continue to
carry these restructured loans on non-accrual status for a period
of time (typically six months) before management considers their
return to accrual status.  At December 31, 1995, loans
aggregating $5,105,000 were categorized as restructured.  These
loans are currently performing in accordance with their modified
terms.

     The level of non-performing assets is heavily dependent upon
local economic conditions.  The December 31, 1995 total
non-performing assets of $16,091,000 represents an increase of
$540,000 or 3.5% from December 31, 1994.  There can be no
assurance that the level of the Company's non-performing assets
will not continue to increase.

     In May of 1993, FASB issued Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan" and Statement of Financial Accounting
Standards No. 118, "Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosure" which apply to financial
statements for fiscal years beginning after December 15, 1994. 
These statements require that impaired loans be measured based on
the present value of expected future cash flows discounted at the
loan's effective interest rate or, as a practical expedient, at
the loan's observable market price or at the fair value of the
collateral if the loan is collateral dependent.  There was no
material impact on the financial position or results of
operations as a result of the Company adopting these statements
during 1995. 
<PAGE>

INVESTMENT SECURITIES AND FEDERAL FUNDS SOLD

     The Company invests a portion of its available funds in
short-term and longer-term instruments, including federal funds
sold and investment securities.

     Federal funds sold are used primarily for daily cash
management purposes.  Average federal funds sold of $38,383,000
for 1995 represented 9.2% of total average interest earning
assets, as compared to 10.8% for 1994.

     Investment securities include obligations of the U.S.
Government or its agencies, obligations of states and political
subdivisions, Federal Reserve Bank stock and debt securities. 
The Company's investment securities portfolio is utilized to
collateralize certain of the Bank's lines of credit and public
and fiduciary deposits.  It also provides liquidity through
proceeds from scheduled maturities.  The majority of the
Company's investment securities carry fixed interest rates.

     Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115").  The
financial impact of the adoption was $57,000, net of tax, which
was recorded as an increase to shareholders' equity.

     SFAS 115 requires companies to divide their securities
holdings among three categories:  held-to-maturity,
available-for-sale, and trading securities.  The accounting
standard provides a different accounting treatment for each
category.

     The Company does not have trading securities, but does
differentiate between held-to-maturity securities and
available-for-sale securities.  Management determines the
appropriate classification of securities at the time of purchase.

     If management has the positive intent and the Company has
the ability at the time of purchase to hold securities until
maturity, they are classified as held-to-maturity securities. 
Such securities are stated at amortized cost, adjusted for
unamortized purchase premiums and discounts.

     Securities in the available-for-sale category are those for
which the Company does not have the positive intent and ability
to hold to maturity.  Available-for-sale securities are reported
at fair value.  Any unrealized appreciation or depreciation in
the available-for-sale securities, net of tax effects, is
reported as a separate component of equity capital.  At December
31, 1995 and 1994, the Company reported net unrealized securities
gains (losses) of $284,000 and ($716,000), respectively, in the
Shareholders' Equity section of the consolidated statement of
condition.
<PAGE>
     On November 15, 1995, the Financial Accounting Standards
Board (FASB) issued a Special Report, "A Guide to Implementation
of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities."  The guidance in this Special Report
became effective November 15, 1995.

     Included within the Special Report is guidance that
permitted banking organizations to perform a one-time assessment
to determine the appropriateness of the designations of all
securities currently held.  Any resulting redesignations were to
be made in conjunction with the guidance allowed banking
organizations to transfer debt securities from the held-to-
maturity portfolio before year-end 1995, without calling into
question their intent to hold other debt securities to maturity.

     In accordance with the guidance contained within the Special
Report, effective December 1, 1995, the Company transferred
securities with a book value of $37,911,000 from held-to-maturity
to available-for-sale.  These securities had a market value of
$38,238,000 which resulted in the Company recording an unrealized
gain on securities available-for-sale, net of tax, within
Shareholders' Equity of $216,000.

     Total average investment securities of $114,157,000 for 1995
represented 27.3% of total average interest-earning assets as
compared to 25.9% for 1994.
<PAGE>
     The table below presents the amortized cost and total
estimated market values of securities held-to-maturity as of year
end for each of the past five years:

</TABLE>
<TABLE>
<CAPTION>

                                         1995      1994      1993      1992      1991
                                                      (Dollars in Thousands)
<S>                                   <C>       <C>        <C>      <C>       <C>
U.S. Treasury                         $     0   $11,795    $8,804   $54,107   $81,918
U.S. Government agencies               11,055     3,080     1,089       151       199
Mortgage-backed securities             46,108    73,204    59,670    44,915    32,590
States and political subdivisions       1,875     1,336     1,009       100     1,054
Other bonds                             1,228       374       376       381       456

Amortized Cost                        $60,266   $89,789   $70,948   $99,654  $116,217
Estimated market value                $59,948   $84,188   $70,759   $99,817  $117,513
</TABLE>

     Maturities and weighted average yields of securities
held-to-maturity at December 31, 1995, segregated by maturity
ranges, are illustrated below:
<TABLE>
<CAPTION>
                                                                        Maturing

                                                   After One          After Five
                                  Within          But Within          But Within               After
                                One Year          Five Years           Ten Years           Ten Years         Total
                        Amount     Yield    Amount     Yield    Amount     Yield    Amount     Yield   Amount      Yield
<S>                     <C>        <C>      <C>        <C>      <C>         <C>        <C>      <C>    <C>         <C>
U.S. Government               
   agencies             $6,996     6.84%    $4,059     6.38%    $    0       --%    $    0       --%   $11,055     6.67%
Mortgage-backed
securities                   0      --      41,234     5.90      4,804     6.26         70      8.46    46,108     5.94 
States and political
   subdivisions <F1>     1,298     4.21        326     4.64        251     4.80          0       --      1,875     4.36 
Other bonds                  0      --           0       --          0       --      1,228      6.69     1,228     6.69 
Total book value        $8,294     6.43%   $45,619     5.93%    $5,055     6.19%    $1,298      6.79%  $60,266     6.04%
<FN>
<F1>
The weighted average yields have been computed based on a tax-equivalent basis,
assuming a 34% income tax rate.
</TABLE>     
<PAGE>
     The table below presents the amortized cost and total
estimated market values of securities available-for-sale at
December 31, 1995, 1994 and 1993.  There were no such securities
available-for-sale for years prior to 1993:
<TABLE>
<CAPTION>
                                        December 31
                                1995       1994        1993
                                   (Dollars in Thousands)
<S>                          <C>         <C>          <C>
U.S. Treasury                $14,745     $10,932      $14,008
U.S. Government agencies       1,000           0            0
Mortgage-backed securities    39,774      11,297       17,209
Amortized cost               $55,519     $22,229      $31,217
Estimated market value       $55,946     $21,144      $31,303
</TABLE>

     Maturities and weighted average yields of securities
available-for-sale at December 31, 1995, segregated by maturity
ranges, are illustrated below:
<TABLE>
<CAPTION>
                                                                        Maturing

                                                   After One          After Five
                                  Within          But Within          But Within               After
                                One Year          Five Years           Ten Years           Ten Years         Total
                        Amount     Yield    Amount     Yield    Amount     Yield    Amount     Yield   Amount      Yield
                                                      (Dollars in Thousands)
<S>                    <C>         <C>     <C>         <C>      <C>        <C>      <C>        <C>     <C>         <C>
U.S. Treasury          $10,807     5.89%   $ 3,938     7.54%    $    0       --%    $    0       --%   $14,745     6.33%
U.S. Government 
    agencies                 0        --     1,000     5.76          0        --         0        --     1,000     5.76 
Mortgage-backed
   securities                0      --      12,460     6.06     14,436     6.73     12,878     6.49     39,774     6.44 
Total book value       $10,807     5.89%   $17,398     6.38%   $14,436     6.73%   $12,878     6.49%   $55,519     6.39%
</TABLE>

     Realized gains (losses) from the sale of securities available-for-sale
were $71,000, ($169,000) and $248,000 for 1995, 1994 and 1993, respectively.
<PAGE>

DEPOSITS

     The Bank's deposit base is its primary source of funds.  The
Bank offers a broad range of deposit products, including
non-interest bearing demand deposits, NOW accounts, savings
accounts, IMMAs and certificates of deposit.

     The December 31, 1995 total deposit balance of $429,681,000
represents an increase of $38,215,000 or 9.8% from the December
31, 1994 balance of $391,466,000.  The most significant portion
of this increase is represented by time deposits which were
$32,028,000 or 42.5% higher at December 31, 1995 than at December
31, 1994.  This increase resulted primarily from the Bank's
effort during the first half of 1995 to offer more competitive
rates in order to increase its deposit base and reduce its short-
term borrowings which it had relied upon during the first quarter
of 1995.

     The following table shows a breakdown of the average balances and
average rates paid on the following deposit categories for each of the
past three years:
<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                          1995                         1994                          1993
                                 Average        Average        Average        Average        Average        Average
                                 Balance           Rate        Balance           Rate        Balance           Rate
                                                             (Dollars in Thousands)
<S>                             <C>               <C>         <C>               <C>         <C>              <C>
Demand deposits                 $ 95,264           -- %       $ 89,683           -- %        $87,031           -- %
Savings, and interest-
    bearing demand deposits      221,749          2.21         248,752          2.02         223,709          2.29 
Time deposits                     98,790          5.07          76,993          3.17          85,026          3.43 
Total average deposits          $415,803          2.38%        415,428          1.79%       $395,766          2.03%
</TABLE>

     The following is a breakdown of the maturity of time
certificates of deposit and other time deposits in excess of
$100,000 as of December 31, 1995 and December 31, 1994,
respectively:
<TABLE>
<CAPTION>
                              Dec. 31, 1995       Dec. 31, 1994
                                   (Dollars in Thousands)
<S>                             <C>                 <C>
Under three months              $12,463             $ 8,653
Three to six months               4,904               1,798
Six to twelve months              2,057               1,934
Over twelve months                1,483               1,436
  Total                         $20,907             $13,821
<PAGE>
SHORT-TERM BORROWINGS

     Short-term borrowings represent federal funds purchased and
securities sold under agreements to repurchase, which are used to
supplement the Bank's deposit base as a source of funding.  The
majority of these instruments have terms ranging from one to
thirty days. These balances increased $605,000 to $782,000 at
December 31, 1995 from $177,000 at December 31, 1994. 
Additionally, the average balance of short-term borrowings was
$2,808,000 during 1995, as the Bank drew down certain of its
lines of credit for repurchase agreements to supplement its
liquidity management program during the first quarter of 1995. 
The maximum balance outstanding also occurred during the first
quarter of 1995.  The increase in the outstanding balance coupled
with the increased cost of borrowed funds contributed to an
increase of $163,000 in interest expense on short-term borrowings
for 1995 as compared to 1994. 

     Information regarding the levels of short-term borrowings
for each of the past three years is as follows:


</TABLE>
<TABLE>
<CAPTION>
                                        December 31,
                                1995      1994      1993
                                 (Dollars in Thousands)
<S>                          <C>         <C>       <C>
Balance, end of year            $782      $177      $342
Maximum outstanding during
  the year at any month end  $21,345      $177      $342
Average interest rate, end 
  of year                      5.69%     2.95%     3.09%
Average outstanding during
  the year                    $2,808      $275      $190
Average interest rate for 
  the year                     6.02%     2.18%     3.16%
</TABLE>

     The average amounts outstanding were computed from daily
averages and the average interest rates for the period were
computed by dividing the respective interest expense by the
average balance outstanding.
<PAGE>
LIQUIDITY OF THE BANK

     The Bank actively monitors its liquidity position to insure
that it has sufficient funds to provide for cash outflows without
incurring losses from the premature liquidation of assets or the
unexpected acquisition of costly liabilities.  The Bank's cash
outflows encompass interest paid to depositors and other
creditors, deposit withdrawals, and disbursements to acquire
assets and pay general operating costs.  The Bank obtains cash
from customers in the form of interest and principal payments on
loans, fees paid for services, and from new deposits.  Investment
maturities also provide a source of cash.

     Many different measurements of liquidity are used in the
banking industry.  The ratios of cash and cash equivalents
(including federal funds sold) and short-term securities to total
assets and net loans to total deposits are among some of the more
commonly used indicators.  These measurements are set forth below
as of December 31, 1995 and 1994.
<TABLE>
<CAPTION>
                              Dec. 31, 1995       Dec. 31, 1994
<S>                                <C>                <C>
Cash and cash equivalents
  and securities maturing in
  one year to total assets         22.1%               9.2%
Net loans to total deposits        60.4%               66.3%
</TABLE>

     The increase in the ratio of cash and cash equivalents and
securities maturing in one year to total assets is primarily
attributable to the increase in federal funds sold at December
31, 1995 as compared to December 31, 1994.  Contributing to this
increase in short-term investible funds was an increase of
approximately $18,000,000 in NOW account balances at December 31,
1995 as compared to December 31, 1994 (included in savings and
interest bearing demand deposits on the Consolidated Statement of
Condition) which due to their volatile, short-term nature, are
invested in federal funds sold.  An additional $8,100,000 was
invested in federal funds sold at December 31, 1995 pending the
settlement in January 1996 of securities purchased in December
1995.

     To assist in the management of its liquidity, the Bank had
available $13,000,000 in lines of credit with correspondent
banks, which lines were not in use at December 31, 1995.

     Managing the Bank's liquidity position involves a
significant degree of analytical estimation and other objective
factors.  Although customer demand for funds, in the form of
loans or deposit withdrawals, is largely dependent on general
economic factors outside of the Bank's control, management
believes that its present liquidity structure is adequate to meet
such needs.
<PAGE>
LIQUIDITY OF BANCORPORATION

     Bancorporation's ability to meet its cash requirements,
including dividend payments, is generally dependent upon the
declaration and payment of dividends by the Bank to
Bancorporation.

     Under Federal law, the approval of the Comptroller of the
Currency is required for the payment of dividends in any calendar
year by Broad National Bank to Broad National Bancorporation if
the total of all dividends declared in any calendar year exceeds
the net income for that year combined with the retained net
income for the preceding two calendar years.  As of December 31,
1995 retained earnings of the Bank of $6,642,000 are available
for payment of dividends to the parent company without regulatory
approval.  

     Additionally, at December 31, 1995, Bancorporation had
available $220,000 of cash for the purpose of paying future
dividends and operating costs.  However, a change in
circumstances, such as changes in regulatory requirements or in
the Bank's financial condition, could result in Bancorporation
being required by regulatory authorities to utilize its funds to
increase the Bank's capital.  In such event, Bancorporation may
not have sufficient cash for operations or to make dividend
payments and may be required to seek other sources of capital and
liquidity, if available.

INTEREST RATE SENSITIVITY

     Management of interest rate sensitivity involves matching
the maturity and repricing dates of interest-earning assets with
those of interest-bearing liabilities in an effort to manage the 
impact of fluctuating net interest rates on net interest margins.

     The Company's Asset/Liability Committee (the "Committee")
meets at least monthly to establish, communicate, coordinate and
control asset/liability management procedures.  The purpose of
the Committee is to monitor the volume and mix of the Company's
interest sensitive assets and liabilities consistent with the
Company's overall liquidity, capital, growth, risk and
profitability goals.

     Interest rate sensitivity is measured as the difference
between the percentage of assets and liabilities in the Company's
existing portfolio that are subject to repricing within specified
time periods.  These differences, known as interest sensitivity
gaps, are usually calculated cumulatively for blocks of time.

     Companies that are asset-sensitive (a positive gap) have
more assets than liabilities subject to repricing within
specified time periods and these companies are likely to benefit
in periods of rising interest rates, but suffer as rates
decrease.  Companies that are liability-sensitive (a negative
gap) are likely to benefit in periods of declining rates, but
suffer as rates increase.
<PAGE>
     An interest sensitivity table is not a complete picture of
the possible effect of interest rate changes on net interest
income.  First, changes in the general level of interest rates
will not affect all categories of assets and liabilities equally
or simultaneously.  Second, the table represents a one-day
position: variations occur daily as the Company adjusts its
interest sensitivity throughout the year.  Third, the repricing
distribution of interest sensitive assets may not be indicative
of the liquidity of those assets.  Finally, since this table is
based on contractual maturities, it does not include required
principal payments or estimates of early principal payments on
residential mortgages, installment loans and investment
securities.
<PAGE>
     The table below indicates as of December 31, 1995 the time period in
which interest-earning assets and interest-bearing liabilities are scheduled
to mature or reprice in accordance with their contractual terms.

<TABLE>
<CAPTION>
                                                  After     After     After
                                                  Three     Six       One
                                        Three     Through   Through   Through   After
                                        Months    Six       Twelve    Five      Five
                                        Or Less   Months    Months    Years     Years     Total
                                                       (Dollars in Thousands)
<S>                                 <C>       <C>       <C>         <C>       <C>       <C>
ASSETS
Investment securities                   $7,185    $1,870   $14,618   $63,122   $29,417  $116,212
Loans                                   94,741     1,496     5,614    89,617    75,951   267,419
Federal funds sold                      61,300         0         0         0         0    61,300
Other assets                                 0         0         0         0    36,254    36,254
Total assets                          $163,226    $3,366   $20,232  $152,739  $141,622  $481,185

LIABILITIES AND SHAREHOLDERS' EQUITY
NOW and savings accounts              $194,023   $     0   $     0    $    0      $  0  $194,023
Money market accounts                   26,035         0         0         0         0    26,035
Time deposits                           46,132    36,752    15,924     8,242       366   107,416
Short-term borrowings                      600       182         0         0         0       782
Other liabilities
  and shareholders' equity                   0         0         0         0   152,929   152,929
Total liabilities
  and shareholders' equity            $266,790   $36,934   $15,924    $8,242  $153,295  $481,185
Sensitivity gap                     $(103,564) $(33,568)   $ 4,308  $144,497 $(11,673)  $      0
Gap as a percentage of assets          -21.52%    -6.98%     0.90%    30.03%    -2.43%        0%
Cumulative sensitivity gap          $(103,564)$(137,132)$(132,824)   $11,673 $       0  $      0
Cumulative gap as a percentage
  of assets                            -21.52%   -28.50%   -27.60%     2.43%        0%        0%
Cumulative sensitivity ratio            61.18%    54.85%    58.45%   103.56%        0%        0%
</TABLE>
<PAGE>
CAPITAL ADEQUACY

     Capital adequacy for the Company is measured against
guidelines established by the Federal Reserve Board.  The Federal
Reserve Board measures capital adequacy for bank holding
companies by using a risk-based capital framework and by
monitoring compliance with minimum leverage guidelines. 
Effective December 31, 1992, bank holding companies were required
to maintain a ratio of at least 8.00% between capital and
risk-weighted assets, of which approximately one-half (4.00%)
must be in Tier 1 capital.  In addition, the Federal Reserve
Board has established minimum leverage ratio guidelines for 
bank holding companies.  These guidelines provide for a minimum
leverage ratio (Tier 1 capital to quarterly average total assets
less goodwill) of 3% for bank holding companies that meet certain
criteria, including that they maintain the highest regulatory
rating.  All other bank holding companies are required to
maintain a leverage ratio of 3% plus an additional cushion of at
least 100 to 200 basis points.

     The Bank is subject to generally similar capital
requirements adopted by the OCC.
<PAGE>
     The tables below present in summary form the risk-based and
leverage capital ratios of the Company and the Bank as of
December 31, 1995, compared to the required minimum levels
established in regulations promulgated by the Federal Reserve
Board and the OCC.
<TABLE>
<CAPTION>                           
                               Risk-Based Capital Ratios
                                   (Dollars in Thousands)
                              The Company         The Bank
                       At December 31, 1995  At December 31, 1995
                          Amount    Ratio      Amount      Ratio
<S>                     <C>       <C>         <C>         <C>
Tier 1 Capital          $33,545   10.58%      $32,779     10.34%
Tier 1 Capital -
  Minimum Required       12,680    4.00        12,680      4.00 
  Excess                $20,865    6.58%      $20,099      6.34%

Total Capital           $37,550   11.85%      $36,784     11.60%
Total Capital -
  Minimum Required       25,360     8.00       25,360       8.00
  Excess                $12,190    3.85%      $11,424      3.60%

Risk-Weighted Assets   $316,995              $316,995

                                   Leverage Ratios
                                (Dollars in Thousands)
                         The Company              The Bank
                      At December 31, 1995   At December 31, 1995
                         Amount    Ratio     Amount    Ratio

Tier 1 Capital to
  Total Adjusted Assets  $33,545    7.17%     $32,779      7.00%
Tier 1 Capital to Total
  Adjusted Assets-Minimum
  Required                23,404     5.00      23,404       5.00
  Excess                 $10,141    2.17%      $9,375      2.00%

Total Adjusted Assets   $468,088             $468,088
</TABLE>

     At December 31, 1994, the Company had total capital equal to
11.22% of risk-based assets, which included Tier 1 capital equal
to 9.96% of risk-based assets.  These compared to minimum
regulatory capital requirements of 8.00% and 4.00%, respectively. 
At December 31, 1994, the Company had Tier 1 capital equal to
7.00% of adjusted total assets.  This compares with a minimum
regulatory capital requirement of 5.00%.

     At December 31, 1994, the Bank had total capital equal to
11.13% of risk-based assets, which included Tier 1 capital equal
to 9.87% of risk-based assets.  These compare to minimum
regulatory capital requirements of 8.00% and 4.00%, respectively. 
At December 31, 1994 the Bank had Tier 1 capital equal to 6.94%
of adjusted total assets.  This compares with a minimum
regulatory capital requirement of 5.00%.
<PAGE>


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Broad National Bancorporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CONDITION
December 31, 1995 and 1994
(In thousands, except share amounts)
<TABLE>
<CAPTION>
                                            1995      1994
<S>                                       <C>       <C>
ASSETS
CASH AND DUE FROM BANKS (Note 9)           $25,810   $24,485
FEDERAL FUNDS SOLD                          61,300    13,810
SECURITIES HELD-TO-MATURITY
  (aggregate market value $59,948 
  and $84,188, respectively) (Note 2)       60,266    89,789
SECURITIES AVAILABLE-FOR-SALE (Note 2)      55,946    21,144
LOANS, net of unearned income and 
  deferred loan fees (Note 3)              267,130   267,048
     LESS -
     Allowance for possible loan 
     losses (Note 4)                         7,402     7,602
     NET LOANS                             259,728   259,446
PREMISES AND EQUIPMENT, net (Note 5)         9,418     9,526
ACCRUED INTEREST RECEIVABLE                  2,819     2,860
OTHER ASSETS (Note 6)                        5,898     7,570
     TOTAL ASSETS                         $481,185  $428,630

LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS
  Non-interest bearing demand             $102,207  $100,289
  Savings and interest bearing demand      220,058   215,789
  Time deposits less than $100,000          86,509    61,567
  Time deposits of $100,000 or more         20,907    13,821
     Total deposits                        429,681   391,466
SHORT-TERM BORROWINGS (Note 8)                 782       177
ACCRUED TAXES, INTEREST AND OTHER 
   LIABILITIES 
  (Notes 6 and 7)                           16,193     6,721
     TOTAL LIABILITIES                     446,656   398,364
COMMITMENTS AND CONTINGENCIES (Note 9)
SHAREHOLDERS' EQUITY (Notes 10 and 14)
Preferred stock-1985 class, $10 par value,
  authorized and outstanding 17,124 shares 
  in 1995 and 1994 and (preference on 
  liquidation of $651)                         171       171
8 1/2% Cumulative Convertible Preferred 
  Stock-1992 class, $1 par value, authorized 
  690,000 shares, outstanding 562,553 shares 
  in 1995 and 653,375 shares in 1994 
  (preference on liquidation of $5,626)        563       653
Common stock, $1 par value, authorized
  5,500,000 shares; outstanding 3,059,203 
  shares in 1995 and 2,882,592 shares in 
  1994                                       3,059     2,883
Capital surplus                             23,145    23,213
Retained earnings                            7,307     4,062
Unrealized gain (loss) on securities 
  available-for-sale, net                      284      (716)
     TOTAL SHAREHOLDERS' EQUITY             34,529    30,266
TOTAL LIABILITIES AND SHAREHOLDERS' 
        EQUITY                            $481,185  $428,630
</TABLE>
<PAGE>
     The accompanying notes to consolidated financial statements
are an integral part of these statements.

Broad National Bancorporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 1995, 1994 and 1993
(In thousands, except per share amounts)
<TABLE>
<CAPTION>                                                              
                                        1995      1994    1993
<S>                                    <C>      <C>      <C>
INTEREST INCOME
  Interest and fees on loans (Note 3)  $24,337  $22,130  $21,750
  Interest and dividends on 
    investments
   Taxable                              6,753    5,801    5,287
   Exempt from federal income taxes        55       28       14
  Interest on federal funds sold        2,253    1,836    1,262
   TOTAL INTEREST INCOME               33,398   29,795   28,313
INTEREST EXPENSE
  Interest on savings and interest 
    bearing demand deposits             4,900    5,018    5,119
  Interest on time certificates of 
    deposit of $100,000 or more         1,040      491      264
  Interest on other time deposits       3,973    1,949    2,654
  Interest on short-term borrowings       169        6       45
  TOTAL INTEREST EXPENSE               10,082    7,464    8,082
  NET INTEREST INCOME                  23,316   22,331   20,231
PROVISION FOR POSSIBLE LOAN LOSSES 
  (Note 4)                                720      450      900
NET INTEREST INCOME AFTER PROVISION FOR
  POSSIBLE LOAN LOSSES                 22,596   21,881   19,331
NON-INTEREST INCOME
  Service charges on deposit accounts   3,515    3,393    2,833
  Other income                            887      721      942
  Gain (loss) on sale of securities 
    available-for-sale (Note 2)            71     (169)     248
  Gain (Loss) on sale of loans (Note 3)    18     (296)       0
    TOTAL NON-INTEREST INCOME           4,491    3,649    4,023
NON-INTEREST EXPENSES
  Salaries and wages                    7,735    7,443    6,812
  Employee benefits (Note 7)            2,255    1,995    2,018
  Occupancy expense (Note 9)            1,975    1,927    1,961
  Furniture and equipment expense       1,213    1,361    1,386
  Advertising                             425      360      209
  Data processing fees                  1,086    1,256      863
  Legal fees                              547      136    1,426
  Professional fees                       819      806      845
  Insurance                               415      374      471
  Postage, delivery and communication     624      589      503
  FDIC and OCC assessments                567    1,153    1,189
  Other real estate expense                99      169      238
  Other expenses                        1,776    2,504    1,892
    TOTAL NON-INTEREST EXPENSES        19,536   20,073   19,813
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                           1995     1994    1993
<S>                                      <C>      <C>      <C>
INCOME BEFORE INCOME TAXES AND 
  CUMULATIVE EFFECT OF A CHANGE IN 
  ACCOUNTING PRINCIPLE                    7,551    5,457    3,541
PROVISION FOR INCOME TAXES (Note 6)       3,131      768    1,491
INCOME BEFORE CUMULATIVE EFFECT OF A             
  CHANGE IN ACCOUNTING PRINCIPLE          4,420    4,689    2,050
CUMULATIVE EFFECT OF A CHANGE IN
  ACCOUNTING PRINCIPLE                        0        0    1,086

NET INCOME                               $4,420   $4,689   $3,136
 
NET INCOME APPLICABLE TO COMMON STOCK
  (Note 10)                              $3,840   $4,075   $2,527
AVERAGE NUMBER OF COMMON SHARES 
  OUTSTANDING (Note 10)           
  PRIMARY                                 3,002    2,880    2,837
  ASSUMING FULL DILUTION                  4,304    4,251    4,139
NET INCOME PER COMMON SHARE 
  (Notes 10 and 14)
PRIMARY:
  Before cumulative effect of a
   change in accounting principle         $1.28    $1.41    $0.50
  Cumulative effect of a change
   in accounting principle                 0.00     0.00     0.38
PRIMARY EARNINGS PER COMMON SHARE         $1.28    $1.41    $0.88
FULLY DILUTED:
  Before cumulative effect of a change
   in accounting principle                $1.03    $1.10    $0.50
  Cumulative effect of a change in
   accounting principle                    0.00     0.00     0.27
FULLY DILUTED EARNINGS PER COMMON SHARE   $1.03    $1.10    $0.77
</TABLE>
<PAGE>
The accompanying notes to consolidated financial statements are
an integral part of these statements.


Broad National Bancorporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the years ended December 31, 1995, 1994, and 1993
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                      Unrealized
                                                                                        Gain
                                                                                      (Loss) On
                                                                            Retained  Securities
                                 Preferred   Preferred   Common  Capital    Earnings  Available- 
                                 Stock-1985  Stock-1992  Stock   Surplus   (Deficit)  for-Sale,Net    Total

<S>                              <C>         <C>        <C>      <C>       <C>         <C>           <C>
BALANCE, DECEMBER 31, 1992          $172         --     $2,679   $17,040   $  (916)                  $18,975
NET INCOME - 1993                     --         --         --     --        3,136          3,136
ISSUANCE OF 1992 PREFERRED STOCK      --        690         --     5,259        --          5,949
CONVERSION OF 1992 PREFERRED STOCK    --        (33)        59       (26)       --             --
  CASH DIVIDENDS
  PREFERRED STOCK-1992 - $0.82 
  PER SHARE                           --         --         --      --      (551)          (551)
  PREFERRED STOCK-1985 - $5.13 
  PER SHARE                           --         --         --      --       (88)           (88)
BALANCE, DECEMBER 31, 1993          $172       $657      $2,738  $22,273   $1,581        $27,421
NET INCOME - 1994                     --         --         --      --      4,689          4,689
UNREALIZED GAIN ON SECURITIES
 AVAILABLE-FOR-SALE                   --         --         --      --        --              57          57
CONVERSION OF 1992 PREFERRED STOCK    --         (4)         7      (3)       --              --          --
CONVERSION OF 1985 PREFERRED STOCK   (1)         --          1       --       --              --          --
EFFECT OF 5% STOCK DIVIDEND           --         --        137      943    (1,080)            --          --
CASH DIVIDENDS
   COMMON STOCK - $0.18 PER SHARE     --         --         --       --      (511)            --        (511)
   PREFERRED STOCK - 1992 - $0.85 
   PER SHARE                          --         --         --       --      (558)            --        (558)
   PREFERRED STOCK - 1985 - $3.42 
   PER SHARE                          --         --         --       --       (59)            --         (59)
NET CHANGE IN UNREALIZED GAIN (LOSS)
   ON SECURITIES AVAILABLE-FOR-SALE   --         --         --       --        --            (773)      (773)
BALANCE, DECEMBER 31, 1994          $171       $653      $2,883   $23,213  $4,062            (716)   $30,266
NET INCOME - 1995                     --        --           --       --    4,420              --      4,420
CONVERSION OF 1992 PREFERRED STOCK    --       (90)         173       (83)     --              --         --
EXERCISE OF STOCK OPTIONS             --        --            3        15      --              --         18
CASH DIVIDENDS
 COMMON STOCK-$0.19 PER SHARE         --        --           --       --     (595)            --       (595)
 PREFERRED STOCK - 1992 - $0.85 
 PER SHARE                            --        --           --       --     (521)            --       (521)
 PREFFERED STOCK - 1985 - $3.42 
 PER SHARE                            --        --           --       --      (59)            --        (59)
NET CHANGE IN UNREALIZED GAIN (LOSS)
 ON SECURITIES AVAILABLE-FOR-SALE     --        --           --       --       --          1,000      1,000
BALANCE, DECEMBER 31, 1995          $171      $563       $3,059   $23,145  $7,307           $284     $34,529
</TABLE>
<PAGE>
        The accompanying notes to consolidated financial statements are an
integral part of these statements.

Broad National Bancorporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994 and 1993
(In thousands)
<TABLE>
<CAPTION>
                                         1995      1994      1993
<S>                                   <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                            $ 4,420    $4,689     $3,136
Adjustments to reconcile net income 
 to net cash provided by operating
 activities:
     Depreciation and amortization      1,185     1,255      1,474
     Amortization of securities premium, 
       net                                440       749        858
     Amortization of deferred points 
       and fees and deferral of loan
       origination costs                 (571)     (229)      (492)
     Provision for possible loan losses     720       450        900
     Deferred tax (benefit) provision       899    (1,051)       179
     Increase in accrued taxes,
     interest, and other liabilities    9,472     2,018        403
     (Gain) loss on sale of securities
      available-for-sale                  (71)      169       (248)
     (Gain) loss on sale of loans         (18)      296          0
     Write down of other real estate 
      owned                                 0       151        370
     Loss on the sale of other real  
      estate owned                         23        18        168
     (Increase) decrease in accrued  
      interest receivable                  41      (456)       644
     Other, net                        (3,040)      482     (2,924)
     Net cash provided by operating 
       activities                     $13,500    $8,541     $4,468

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale of other 
      real estate owned               $   308    $  737     $  471
     Net (increase) decrease in loan 
       balances                         1,144   (20,079)   (12,522)
    Proceeds from the sale of loans     1,432    14,499          0
    Proceeds from the maturities of 
     securities held-to-maturity        8,936    20,386     29,690
    Purchase of securities held-to-
     maturity                         (17,722)  (39,854)   (61,164)
    Proceeds from the maturities of 
      securities available-for-sale     1,846     6,137     13,000
    Proceeds from the sale of  
     securities available-for-sale     18,896    11,670     23,355
    Purchase of securities available-
     for-sale                         (16,093)   (8,941)    (8,002)
   Capital expenditures                (1,077)   (1,307)      (669)

Net cash (used in) investing 
   activities                        $ (2,330) $(16,752)  $(15,841)
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net increase (decrease) in 
      time deposits                   $32,028  $ (4,913)   $(9,045)
     Net increase (decrease) in demand 
      deposit, savings and interest 
      bearing demand accounts           6,187    (9,687)    36,412
    Net (decrease) increase in short 
     term borrowings                      605      (165)       (89)
    Dividends paid                     (1,175)   (1,071)      (639)
    Repayment of long-term debt             0         0     (3,229)
    Net proceeds from the issuance of 
     preferred stock                        0         0      5,949
    Net cash provided by (used in) 
     financing activities             $37,645  $(15,836)   $29,359

NET INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                     48,815   (24,047)    17,986
CASH AND CASH EQUIVALENTS, 
   beginning of year                   38,295    62,342     44,356
CASH AND CASH EQUIVALENTS, 
   end of year                         87,110    38,295     62,342

SUPPLEMENTAL DISCLOSURES OF CASH FLOW 
     INFORMATION:
  Cash paid during the year for:
     Interest                         $ 8,823   $ 7,430   $  8,281
     Income taxes                       3,031     1,002      2,198

NONCASH OPERATING ACTIVITIES:
     Transfer of loans to other real 
      estate owned                    $   702   $   390   $    115
     Transfer of securities 
      held-to-maturity to securities 
      available-for-sale              $37,911   $     0    $59,383
</TABLE>

     The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE>

Broad National Bancorporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     The more significant accounting policies not described
elsewhere in these notes are as follows:

PRINCIPLES OF CONSOLIDATION 
     The consolidated financial statements include the accounts
of Broad National Bancorporation (the Company), its wholly owned
subsidiary Broad National Bank (the Bank) and the Bank's wholly
owned subsidiaries BNB Investment Corporation, Broad National
Realty Corporation and Bronatoreo.  All intercompany accounts and
transactions have been eliminated.

BASIS OF FINANCIAL STATEMENT PRESENTATION 
     In preparing the consolidated financial statements,
management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the
date of the statements of condition and results of operations for
the periods indicated.  Actual results could differ significantly
from those estimates.

     Material estimates that are particularly susceptible to
significant change in the near-term relate to the determination
of the allowance for possible loan losses and the valuation of
other real estate owned.  In connection with the determination of
these allowances, management generally obtains independent
appraisals.

     A substantial portion of the Company's loans are secured by
real estate in New Jersey.  Accordingly, as with most financial
institutions in the market area, the ultimate collectibility of a
substantial portion of the Company's loan portfolio is
susceptible to changes in market conditions.

     While management uses available information to recognize
losses on loans and other real estate owned, future additions may
be necessary based on changes in economic conditions.  In
addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Company's
allowances for losses on loans, and other real estate owned. 
Such agencies may require the Company to recognize additions to
the allowance based on their judgments of information available
to them at the time of their examination.

INVESTMENT SECURITIES
     Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115").  The
financial impact of the adoption was $57,000, net of tax, which
was recorded as an increase to shareholders' equity.  SFAS 115
requires companies to divide their securities holdings among
three categories:  held-to-maturity, available-for-sale, and
trading securities.  The accounting standard provides a different
accounting treatment for each category.

     The Company does not have trading securities, but does
differentiate between held-to-maturity securities and
available-for-sale securities.  Management determines the
appropriate classification of securities at the time of purchase.

     If management has the positive intent and the Company has
the ability at the time of purchase to hold securities until
maturity, they are classified as held-to-maturity securities. 
Such securities are stated at amortized cost, adjusted for
unamortized purchase premiums and discounts.

     Securities in the available-for-sale category are those for
which the Company does not have the positive intent and ability
to hold to maturity.   Available-for-sale securities are reported
at fair value.  Any unrealized appreciation or depreciation in
the available-for-sale securities, net of tax effects, is
reported as a separate component of equity capital.  Realized
gains or losses on the sale of securities available-for-sale are
recognized on the specific identification method.
<PAGE>

LOANS AND LOAN FEES
     Loans are stated at their principal amount outstanding, net
of unearned income and deferred loan fees and costs.

     Non-refundable fees and costs associated with originating or
acquiring loans are deferred and amortized over the expected
remaining life of the related loans by use of a method which
approximates the level yield method.

     Effective January 1, 1995 the Bank adopted Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors
for Impairment of a Loan" ("SFAS 114").  SFAS 114 requires that
the value of an impaired loan be measured based upon the present
value of expected future cash flows discounted at the loan's
effective interest rate, or the fair value of the collateral if
the loan is collateral dependant.  Smaller balance homogeneous
loans that are collectively evaluated for impairment, such as
residential mortgage loans and installment loans, are
specifically excluded from the impaired loans analysis.  The
impaired loan portfolio is primarily collateral dependant, as
defined by SFAS 114.  Impaired loans are assessed to determine
that each loan's carrying value is not in excess of the fair
value of the related collateral or the present value of expected
future cash flows.  The Bank has identified the population of
loans to be evaluated for impairment to be non-accrual loans and
loans internally classified as substandard or below and in each
instance above an established dollar threshold.  All loans below
the established dollar threshold are considered homogeneous and
are considered in the Bank's normal credit evaluation process.

     Interest on commercial, real estate and installment loans is
credited to operations based upon the principal amount
outstanding.  Interest on certain installment loans is taken into
income on scheduled payment dates by use of the sum-of-the-months
digits method.

     It is the policy of the Bank to discontinue the accrual of
interest and reverse previously accrued but unpaid interest where
interest or principal is more than 90 days past due or when other
circumstances indicate that collection is questionable, unless
the loans are adequately secured and in the process of
collection.  Income on these loans is recognized only in the
period in which it is collected.

     Effective January 1, 1995, the Bank adopted Statement of
Financial Accounting Standards No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures"
("SFAS 118").  The Bank has chosen to maintain existing income
recognition policies with respect to non-accrual loans.
<PAGE>

ALLOWANCE FOR POSSIBLE LOAN LOSSES 
    
        The allowance for possible loan losses is maintained at a
level considered adequate to provide for potential loan losses. 
The allowance is increased by provisions charged to expense and
reduced by net charge-offs.  The level of the allowance is based
upon management's evaluation of potential losses in the loan
portfolio, after consideration of prevailing economic conditions.

OTHER REAL ESTATE OWNED 
     Other real estate owned is comprised of foreclosed
properties where the Bank has actually received title.  Such
properties are carried at the lower of cost or the fair value of
the asset less estimated cost to sell.  The fair value of such
assets is determined based upon independent appraisals and other
relevant factors.  Operating expenses, and gains or losses from
the sale of other real estate owned are charged or credited to
other operating expenses.

     Other real estate owned is included in "Other Assets" in the
Consolidated Statements of Condition.

PREMISES AND EQUIPMENT 
     These assets are stated at cost less accumulated
depreciation and amortization, which are computed primarily using
the straight-line method over the estimated useful lives of the
assets.  Gains or losses on dispositions are reflected in current
operations.  Maintenance and repairs are charged to expense as
incurred.

INCOME TAXES 
     Bancorporation and the Bank file a consolidated federal
income tax return.  State income tax returns are filed on a
separate basis.

     The Company uses the asset and liability method of
accounting for income taxes.  Under this method, the temporary
differences between the basis of assets and liabilities for
financial reporting and tax purposes are measured as of the
balance sheet date.  Deferred tax liabilities or recognizable
deferred tax assets are calculated on such differences, using
current statutory rates which result in future taxable or
deductible amounts.  The effect on deferred taxes of a change in
tax rates is recognized in income in the period that includes the
enactment date.

     Effective January 1, 1993, the Company adopted the asset and
liability method, and reported $1,086,000 as the cumulative
effect of that change in the method of accounting for income
taxes in the December 31, 1993 consolidated statement of income. 
Prior periods' financial statements were not restated.
<PAGE>

NET INCOME PER SHARE 
     Primary net income per share is computed by dividing net
income, less dividends on preferred stock, by the weighted
average number of common shares outstanding during each year
adjusted for dilutive stock options.  Fully diluted per share
amounts are computed by dividing net income by the weighted
average number of common shares outstanding adjusted for shares
issuable upon conversion of preferred stock and dilutive stock
options.  

     All share and per-share amounts have been restated to reflect
the 5% stock dividend distributed in December 1994.

STATEMENT OF CASH FLOWS 
     For purposes of reporting cash flows, cash and cash equivalents
include cash on hand, noninterest bearing amounts due from banks, and
federal funds sold.

RECLASSIFICATIONS 
     
        Certain amounts in the consolidated financial statements presented
for prior periods have been reclassified to conform with the 1995
presentation.
                                                                 
NOTE 2:  INVESTMENT SECURITIES
     The amortized costs, gross unrealized gains and losses and estimated
market values of debt securities held-to-maturity are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                           December 31
                                                 1995                                         1994
                                        Gross       Gross     Estimated              Gross         Gross   Estimated
                            Amortized Unrealized  Unrealized    Fair     Amortized  Unrealized  Unrealized   Fair       
                              Cost      Gains      Losses      Value      Cost        Gains       Losses    Value
<S>                         <C>           <C>       <C>       <C>         <C>             <C>   <C>        <C>
United States Treasury      $     0        $ 0        $  0    $     0     $11,795         $0     $ (343)    $11,452
United States Government     11,055         35         (39)    11,051       3,080          0       (316)      2,764
Mortgage-Backed Securities   46,108         50        (376)    45,782      73,204          0     (4,901)     68,303
States and Political
  Subdivisions                1,875         12           0      1,887       1,336          0        (40)      1,296
Other Bonds                   1,228          0           0      1,228         374          0         (1)        373
Totals                      $60,266        $97       $(415)   $59,948     $89,789         $0    $(5,601)    $84,188
</TABLE>

     The amortized cost and estimated market value of debt securities
 held-to-maturity at December 31, 1995, by contractual maturity, are
 shown below (in thousands):

<TABLE>
<CAPTION>
                                                                   Estimated
                                                       Amortized      Fair
                                                       Cost           Value
<S>                                                  <C>            <C>
Due in one year or less                              $ 8,294        $ 8,308
Due in one year through five years                    45,619         45,296
Due after five years through ten years                 5,055          5,043
Due after ten years                                    1,298          1,301
                                                     $60,266        $59,948
</TABLE>

<PAGE>     
     On November 15, 1995, the Financial Accounting Standards Board (FASB)
issued a Special Report, "A Guide to Implementation of Statement 115 on
Accounting for Certain Investments in Debt and Equity Securities."
The guidance in this Special Report became effective November 15, 1995.

     In accordance with the guidance contained within the Special
Report, effective December 1, 1995, the Company transferred securities with
a book value of $37,911,000 from held-to-maturity to available-for-sale.
These securities had a market value of $38,238,000 which resulted in the
Company recording an unrealized gain on securities available-for-sale,
net of tax, within Shareholder's Equity of $216,000.

     The amortized costs, gross unrealized gains and losses and estimated
fair values of debt securities available-for-sale are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                           December 31
                                                  1995                                         1994
                                         Gross         Gross  Estimated              Gross      Gross     Estimated
                             Amortized Unrealized  Unrealized  Fair     Amortized  Unrealized  Unrealized   Fair       
                              Cost       Gains       Losses    Value       Cost      Gains       Losses    Value
<S>                         <C>           <C>       <C>       <C>         <C>             <C>   <C>        <C>
United States Treasury      $14,745       $200      $  (8)    $14,937     $10,932         $0      $(280)    $10,652
U. S. Government Agency       1,000          1           0      1,001           0          0          0           0
Mortgage-Backed Securities   39,774        310        (76)     40,008      11,297          0       (805)     10,492
                            $55,519       $511       $(84)    $55,946     $22,229         $0    $(1,085)    $21,144
</TABLE>

     The amortized cost and estimated fair value of debt
securities available-for-sale at December 31, 1995, by
contractual maturity, are shown below (in thousands):
<TABLE>
<CAPTION>
                                                        
                                                             Estimated
                                               Amortized       Fair
                                                 Cost          Value
<S>                                            <C>            <C>
Due in one year or less                         $10,807        $10,872
Due in one year through five years               17,398         17,501
Due after five years through ten years           14,436         14,696
Due after ten years                              12,878         12,877
                                                $55,519        $55,946
</TABLE>

     Gross realized gains (losses) from the sale of securities
during 1995, 1994 and 1993 were $71,000, $(169,000)and $248,000,
respectively.
<PAGE>

     At December 31, 1995 and 1994, securities having a book
value of $49,509,000 and $46,058,000, respectively, were pledged
to secure lines of credit, letters of credit, public deposits and
for other purposes as required by law.

NOTE 3:  LOANS
     Loans are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                        December 31
                                   1995            1994
<S>                              <C>            <C>
Real Estate loans
  Construction                   $ 4,097        $ 3,913
  Secured conventional
      Residential                 90,831         81,237
      Nonresidential              94,950         85,819
Commercial and industrial loans   69,025         90,430
Loans to individuals
  Automobile                       2,440          2,094
  Revolving credit                   286            325
  Other installment loans          5,102          2,603
All other loans                      688          1,001
Total loans                     $267,419       $267,422
Less:
  Unearned income and deferred 
      loan fees                    (289)          (374)
Total loans net of unearned 
   income and deferred loan 
   fees                         $267,130       $267,048
</TABLE>

     Non-performing loans include the following (in thousands):
<TABLE>
<CAPTION>
                                             December 31
                                         1995           1994
<S>                                    <C>             <C>
Non-accrual loans                      $ 7,091         $7,581
Accruing loans past due
     90 days or more                     3,123          2,125
                                       $10,214          9,706
</TABLE>

     If the non-accrual loans had continued to accrue interest in
accordance with their original contract terms, interest income
would have increased approximately $689,000, $475,000 and
$1,176,000, in 1995, 1994 and 1993, respectively.  No interest
income was collected on these loans subsequent to their
classification as non-accrual in 1995, 1994 and 1993.

     In addition to non-performing loans, the Bank had classified
$5,105,000 of loans as restructured loans as of December 31,
1995.  These loans are currently performing in accordance with
their modified terms.
<PAGE>

     At December 31, 1995, the recorded investment in loans that
are considered to be impaired under SFAS 114 was $6,622,000 for
which the related allowance for credit losses is $770,000.  The
change in the allowance for impaired loans during 1995
represented a provision of $123,000.  The average recorded
investment in impaired loans during the year ended December 31,
1995 was approximately $5,213,000.  For the year ended December
31, 1995, the Company recognized cash basis interest income on
these impaired loans of $70,000.

     All loans to directors, executive officers, significant
shareholders and their related interests (which are primarily
unsecured), are current as to principal and interest payments at
December 31, 1995.  The following summarizes the activity for
related party loans for the year ended December 31, 1995 (in
thousands):
<TABLE>
<CAPTION>
<S>                                                   <C>
Balance, beginning of year                            $2,046
Additions                                                771
Payments                                                 639
Balance, end of year                                  $2,178
</TABLE>

     The Bank is party to financial instruments with
off-balance-sheet risk in the normal course of business to meet
the financial needs of its customers.  These financial
instruments include commercial and standby letters of credit and
unused lines of credit and involve, to varying degrees, elements
of credit risk in excess of the amount recognized in the
statements of condition.  The contract or notional amounts of
these instruments express the extent of involvement the Bank has
in each class of financial instruments.

     The Bank's exposure to credit loss from non-performance by
the other party to the above mentioned financial instruments is
represented by the contractual amount of those instruments.  The
Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet
instruments.

     Unless otherwise noted, the Bank does not require collateral
or other security to support financial instruments with
off-balance-sheet credit risk.
<TABLE>
<CAPTION>

Financial Instruments Whose Contract              Contract or
Amounts Represent Credit Risk                     Notional Amount
                                             at December 31, 1995
                                                  (in thousands)
<S>                                                    <C>
Commercial and standby letters of credit               $ 5,993
Outstanding loan commitments                           $67,949
</TABLE>
<PAGE>

     Commercial and standby letters of credit are conditional
commitments issued by the Bank guaranteeing performance by a
customer to a third party.  Outstanding loan commitments
represent the unused portion of loan commitments available to
individuals and companies as long as there is no violation of any
condition established in the contract.  Outstanding loan
commitments generally have a fixed expiration date of one year or
less, except for home equity loan commitments which generally
have an expiration date of 15 years.  The Bank evaluates each
customer's credit worthiness on a case-by-case basis.  The amount
of collateral obtained if deemed necessary by the Bank upon
extension of credit is based upon management's credit evaluation
of the customer.  Various types of collateral may be held,
including property and marketable securities.

     The credit risk involved in these financial instruments is
essentially the same as that involved in extending loan
facilities to customers. 

     The Bank's loans are primarily to residents of the State of
New Jersey.


NOTE 4:   ALLOWANCE FOR POSSIBLE LOAN LOSSES
     The allowance for possible loan losses is based upon
estimates, and ultimate losses may vary from the current
estimates.  These estimates are reviewed periodically and, as
adjustments become necessary, they are reported in earnings in
the periods in which they become known.

     The following summarizes the activity in the allowance for
possible loan losses (in thousands): 
<TABLE>
<CAPTION>
                                        Year Ended December 31
                                        1995      1994      1993
<S>                                  <C>        <C>       <C>
Balance, beginning of year            $ 7,602   $11,252   $12,659
Provisions charged to operations          720       450       900 
Loans charged-off                      (2,123)   (5,141)   (2,583)
Recoveries of charged-off loans         1,203     1,041       276
Balance, end of year                  $ 7,402   $ 7,602   $11,252
</TABLE>

     Approximately $2,696,000 of the $5,141,000 of loans charged-
off during 1994 resulted from the sale of troubled loans. 
Additionally, approximately $500,000 of the $1,041,000 of
recoveries resulted from the settlement of certain claims made
under the Company's insurance policy for reimbursement of losses
arising from alleged loan irregularities discovered in February
1991.

     The allowance for loan losses for Federal income tax
purposes was $3,151,000 at December 31, 1995, $2,505,000 at
December 31, 1994, and $2,089,000 at December 31, 1993.
<PAGE>

NOTE 5:   PREMISES AND EQUIPMENT
     The detail of premises and equipment is as follows (in
thousands):
<TABLE>
<CAPTION>
                                            December 31
                                         1995        1994
<S>                                   <C>         <C>
Land                                  $ 1,309     $ 1,139
Building                                8,416       8,369
Furniture and equipment                 7,153       6,645
Leasehold improvements                  3,981       3,750
                                      $20,859     $19,903
Less-Accumulated depreciation
   and amortization                    11,441      10,377
                                      $ 9,418     $ 9,526
</TABLE>

NOTE 6:   INCOME TAXES
     The provision for income taxes (benefit) is comprised of the
following components (in thousands):
<TABLE>
<CAPTION>
                                        Year Ended December 31
                                         1995      1994      1993
<S>                                    <C>       <C>       <C>
Federal                                      
   Current tax expense                 $2,126    $1,434    $1,194
   Deferred tax expense (benefit)         563    (1,051)      179
State
   Current tax expense                    106       164       118
   Deferred tax expense                   336       221         0
                                       $3,131      $768    $1,491 
</TABLE>

     In accordance with SFAS 115 (See Note 1), deferred tax
expense (benefit) of $143,000 and ($436,000) has been provided
through shareholders' equity to reflect unrealized gains (losses)
on available-for-sale securities at December 31, 1995 and 1994.
<PAGE>

     The following is a reconciliation of the Federal income tax
expense as reported with the statutory Federal tax on income
before income taxes (in thousands):
<TABLE>
<CAPTION>
                                        Year Ended December 31
                                         1995      1994      1993
<S>                                    <C>      <C>        <C>
Tax at statutory rate                  $2,567    $1,855    $1,204
Tax exempt interest income                (38)      (31)      (26)
State income taxes, net of
   Federal tax benefit                    292       254        78
Amortization of intangibles                 0         0        99
Increase of liabilities 
   resulting from IRS exams                 0         0       106
Contributions and other                    34         0         0
FASB 109 valuation allowance                0    (1,500)        0
Other, net                                276       190        30
Total                                  $3,131    $  768    $1,491
Effective tax rate                       41.5%     14.1%     42.1%
</TABLE>

     The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities are as follows (in thousands):
<TABLE>
<CAPTION>
                                             December 31

                                           1995         1994
<S>                                     <C>          <C>
Deferred tax assets:
  Deferred fee income                   $   145          244
  Allowance for possible loan losses      1,708        2,048
  Nonaccrual loan interest                1,040        1,383
  Allowance for losses on OREO               38           38
  Pension expense                           383          350
  Premises and equipment, principally
     due to differences in depreciation     696          583
  Net operating loss carryforwards          140          256
  Unrealized loss-securities
     available-for-sale                       0          436
  Other                                     518          689 
Total gross deferred tax asset            4,668       $6,027 
Valuation allowance                        (430)        (430)
Total Net deferred tax asset             $4,238       $5,597 
Deferred tax liabilities:
  Investment securities, principally
     due to accretion of discounts       $   42       $   36 
Unrealized gain-securities 
     available-for-sale                  $  143       $    0
Total gross deferred tax liabilities     $  185       $   36
Net deferred tax asset                   $4,053       $5,561
</TABLE>
<PAGE>

        In order to fully realize the net deferred tax asset, the
Company will need to generate future taxable income.  Management
believes it is more likely than not that the Company will realize
the benefit of net deductible temporary differences and that such
net deductible temporary differences will reverse during periods
in which the Company generates net taxable income.  Management
has projected that the Company will generate sufficient taxable
income to utilize the net deferred tax asset.  There can be no
assurance, however, that the Company will generate any earnings
or any specific level of continuing earnings.

     The valuation allowance for deferred tax assets as of
December 31, 1993 was $1,930,000.  The net change in the total
valuation allowance for 1994 was a decrease of $1,500,000, which
is the result of accelerated recognition of temporary differences
related to the sale of non-performing loans in 1994 and
improvement in the Bank's core earnings.  The valuation allowance
for deferred tax assets as of December 31, 1995 was $430,000. 
There was no change in the valuation allowance for 1995.

     The Bank has a net operating loss carryforward of
approximately $2,267,000 for New Jersey state income tax purposes
at December 31, 1995, which expires between 1998 and 2001.
 
NOTE 7:   BENEFIT PLANS
PENSION PLAN:

     The Bank has a noncontributory defined benefit pension plan
which covers substantially all employees.  Past service costs are
amortized over a 15-year period.  Actuarial gains and losses, if
any, are amortized on a straight line basis over the average
expected future service of the active employees.  The Company
makes annual contributions to the plan equal to the amount
accrued for pension expense if deductible for tax purposes.
     The following table sets forth the plan's funded status and
amounts recognized in the Company's consolidated financial
statements (in thousands):
<PAGE>
<TABLE>
<CAPTION>
                                                     December 31
                                                   1995      1994
<S>                                              <C>       <C>
Actuarial present value benefit obligation -
  Accumulated benefit obligations,
     including vested benefits of $1,662,000
     and $1,602,000 in 1995 and 1994, 
     respectively                                $1,797    $1,695

Plan assets at fair value, primarily
  listed stocks, U.S. Bonds, and
  commingled funds                               $3,387    $2,642
Projected benefit obligation for service
  rendered to date                                3,375     3,059
Plan assets greater (less) than projected 
  benefit obligation                                 12      (417)  
Unrecognized net loss due to past experience
  different from assumptions made and effects
  of changes in assumptions                        (801)     (330)
Unrecognized prior service cost                     238       162
Unrecognized transition asset being amortized
  over 15 years                                    (170)     (195)
Accrued pension cost included in 
  other liabilities                               $(721)    $(780)
</TABLE>

     Net pension cost for 1995, 1994 and 1993 included the
following components (in thousands):
<TABLE>
<CAPTION>
                                        Year Ended December 31
                                         1995      1994      1993
<S>                                     <C>       <C>       <C>
Service cost-benefits earned
   during the year                      $ 387     $ 386     $ 396
Interest cost on projected
   benefit obligation                     250       222       222
Actual (return) loss
   on plan assets                        (697)      124      (282)
Net deferral and amortization             448      (403)       35
Net pension cost                         $388     $ 329     $ 371
</TABLE>

        In determining the projected benefit obligation, the
weighted average assumed discount rate was 8% for 1995, 1994 and
1993, respectively, while the rate of increase in future salary
levels was 5% for 1995, 1994 and 1993, respectively.  The
expected long-term rate of return on assets used in determining
the net period pension cost was 8%.

     Effective in 1995, the Bank established a non-qualified
deferred compensation plan for certain officers.  All benefits
provided under this plan are unfunded.  As of December 31, 1995,
approximately $87,000 was included in accrued expense for this
plan.  For the year ended December 31, 1995, expense related to
this plan was $87,000.
<PAGE>

401K PLAN:
     The Bank sponsors a 401k Plan which provides several tax
deferred investment opportunities to salaried employees of the
Bank who have satisfied the service requirements of the Plan. 
The Plan allows eligible employees to make periodic contributions
of certain percentages of their salary, subject to the Internal
Revenue Code limits on maximum annual contributions.  The Bank
matches part of these contributions.  The Bank's matching
contribution expense was $65,100, $61,000, and $54,000, for 1995,
1994, and 1993, respectively.

STOCK OPTION PLANS:

     The Company maintains stock option plans pursuant to which
an aggregate of 353,717 shares of common stock have been
authorized for issuance to certain key employees and to directors
of the Company and its subsidiaries upon exercise of stock
options.  

     Under all plans, options are granted at not less than the
fair market value of the Company's stock at the date of grant,
and options may be exercised over periods not to exceed ten years
from the date of grant.

     Stock option transactions are as follows (adjusted to
reflect prior periods' stock dividends and stock splits):
<PAGE>
<TABLE>
<CAPTION>
                                   Shares Under   Option Price
                                   Option         Per Share
<S>                                 <C>        <C>
Outstanding and exercisable at
  December 31, 1992                  35,298    $5.77  to   $12.10
Granted during 1993                 125,211    $6.43  to   $ 7.08
Expired unexercised in 1993          (5,087)   $5.77  to   $12.10
Outstanding at December 31, 1993    155,422    $5.77  to   $11.01
Granted during 1994                  66,325    $6.78  to   $ 7.72
Expired unexercised in 1994          (5,023)   $5.77  to   $11.01
Outstanding at December 31, 1994    216,724    $5.77  to   $11.01
Exercised in 1995                    (3,248)                $5.77             
Expired unexercised in 1995          (1,949)   $5.77  to   $11.01
Granted during 1995                  75,500    $7.75  to    $9.50
Outstanding at December 31, 1995    287,027    $5.77  to   $11.01
Exercisable at December 31, 1995    131,146    $5.77  to   $11.01


NOTE 8:  SHORT-TERM BORROWINGS
     Details with respect to short-term borrowings are as follows (in 
thousands):

</TABLE>
<TABLE>
<CAPTION>
                                             December 31
                                           1995        1994
<S>                                      <C>           <C>
Balance, end of year                     $   782       $ 177
Maximum outstanding during the year
  at any month end                       $21,345       $ 177
Average interest rate, end of year          5.69%       2.95%
Average outstanding during the year      $ 2,808       $ 275
Average interest rate for the year          6.02%       2.18%
</TABLE>

     The average amounts outstanding were computed primarily from
daily averages and the average interest rate for the year and at
the end of the year were computed by dividing the respective
interest expenses by the average balances outstanding.

     The Bank has available $13,000,000 in lines of credit with
correspondent banks.  At December 31, 1995, these lines of credit
were not in use.
<PAGE>

NOTE 9:  COMMITMENTS AND CONTINGENCIES
     In the ordinary course of business, the Company and the Bank
may be a party to outstanding legal proceedings and claims.  In
its judgement, management does not believe that the Company's
consolidated financial position or results of operations will be
materially affected by any of these present proceedings.
     Cash balances reserved to meet the requirements of the bank
regulatory authorities amounted to $9,107,000 at December 31,
1995.
     The Bank has lease commitments on certain of its branches
expiring at various dates through 2006.  Rental expense on these
leases charged to operations amounted to $567,000, $519,000, and
$498,000 for the years ended December 31, 1995, 1994, and 1993
respectively.  The minimum annual rentals under the terms of the
leases as of December 31, 1995 were as follows:
<TABLE>
<CAPTION>
<S>                           <C>                   <C>
                                    1996            $456,000
                                    1997             421,000
                                    1998             335,000
                                    1999             266,000
                                    2000             244,000
                              Thereafter             579,000
</TABLE>

NOTE 10:  SHAREHOLDERS'S EQUITY
     On November 17, 1994, the Board of Directors of the Company
declared a 5% stock dividend which was distributed December 16,
1994 to shareholders of record two weeks prior thereto.

     All per share data included in the accompanying financial
statements and notes thereto, as well as the common shares
reserved for future conversion of preferred stock (and the
applicable conversion ratios) set forth below reflect the effect
of the stock dividend.

PREFERRED STOCK 1992 CLASS: 
     On January 29, 1993 the Company completed its Rights
Offering of 8-1/2% Cumulative Convertible Preferred Stock-1992
Class, $1.00 par value ("1992 Preferred Stock").  All 690,000
shares of the 1992 Preferred Stock were sold at a price of $10.00
per share.
     Holders of the 1992 Preferred Stock are entitled to convert
their stock upon 45 days prior notification to the Company, on
the basis of 1.909 shares of common stock for each share of 1992
Preferred Stock, subject to adjustment upon certain events. 
Holders of the 1992 Preferred Stock are also entitled to $10.00
per share in the event of liquidation, plus any accumulated
unpaid dividends which are due as of the date of liquidation. 
The 1992 Preferred Stock is redeemable at the Company's option,
in whole or in part, at any time or from time to time, in cash at
$10.60 per share after February 1, 1996, and prior to February 1,
1997, and at decreasing prices thereafter to $10.00 per share on
and after February 1, 2002, plus in each case, accrued and unpaid
dividends.
<PAGE>

     At December 31, 1995, 1,073,913 common shares have been
reserved for possible conversion of the 1992 Preferred Stock.

     Holders of the 1992 Preferred Stock will be entitled to
receive, when, as and if declared by the Company's Board of
Directors, out of funds legally available therefor, cumulative
cash dividends at the rate of $0.85 per share per annum (8-1/2%). 
Dividends are payable quarterly in arrears on January 15, April
15, July 15 and October 15 of each year.

PREFERRED STOCK 1985 CLASS:
     On December 31, 1985, the Company issued 20,000 shares of
nonvoting, 9% Cumulative Convertible Preferred Stock-1985 Class
("1985 Preferred Stock").  Holders of 1985 Preferred Stock are
entitled to convert their stock upon six months prior
notification to the Company, on the basis of 6.4969 common shares
for each share of 1985 Preferred Stock held.  Shareholders are
also entitled to $38.00 per share in the event of liquidation,
plus any accumulated unpaid dividends which are due as of the
date of liquidation.  The 1985 Preferred Stock is subject to a
right of redemption by the Company commencing January 1, 1993, at
a price of $38.00 per share.

     At December 31, 1995, 111,252 common shares were reserved
for possible conversion of the 1985 Preferred Stock.

     Holders of the 1985 Preferred Stock will be entitled to
receive, when, as and if declared by the Company's Board of
Directors, out of funds legally available therefor, cumulative
cash dividends at the rate of $3.42 per share per annum. 
Dividends are payable semi-annually on January 31 and July 31.

     The Company may not declare cash dividends on its common
stock or its preferred stock-1985 class unless dividends,
including accumulated unpaid dividends for all dividend periods,
have been paid on the 1992 Preferred Stock.

     See Note 14 for subsequent events related to the redemption
of the 1985 and the 1992 Preferred Stock.

NOTE 11:  SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following quarterly financial information for the two years
ended December 31, 1995 and 1994, is unaudited.  However, in the
opinion of management, all adjustments, which include only normal
recurring adjustments necessary to present fairly the results of
operations for the periods, are reflected.


<PAGE>


     Results of operations for these three-month periods are not
necessarily indicative of the results for the entire year or any
other interim period (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                           1995
                              March   June     September  December
<S>                         <C>      <C>       <C>      <C>
Interest income             $7,999   $8,400    $8,500    $8,499
Interest expense             2,142    2,612     2,690     2,638
Provision for possible 
  loan losses                  100      120       120       380
Non-interest income          1,013    1,103     1,176     1,199
Non-interest expenses        5,031    5,085     4,690     4,730
Net income                  $1,008   $  973    $1,279    $1,160 
Net income per common 
  share:
   Primary earnings per  
    common share             $0.29    $0.28     $0.38     $0.33
   Fully diluted earnings  
    per common share         $0.24    $0.22     $0.30     $0.27


                                              1994
                             March     June September  December

Interest income             $6,915   $7,303    $7,514    $8,063
Interest expense             1,817    1,845     1,922     1,880
Provision for possible loan 
  losses                       100      100       100       150
Non-interest income            728      944     1,087       890
Non-interest expenses        4,229    5,293     5,134     5,417
Net income                   $ 843     $998    $1,924     $ 924
Net income per common 
  share:
   Primary earnings per  
    common share             $0.24    $0.29    $ 0.61     $0.27     
   Fully diluted earnings
    per common share         $0.20    $0.24    $ 0.45     $0.21
</TABLE>


NOTE 12:  FAIR VALUES OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107,
Disclosures About Fair Value of Financial Instruments ("SFAS No.
107") requires that the Company disclose estimated fair values
for its financial instruments whether or not recognized in the
Statement of Financial Condition. 
<PAGE>

     Limitations: The fair value estimates made at December 31,
1995 and 1994 were based on pertinent market data and relevant
information on the financial instrument at that time.  These
estimates do not reflect any premium or discount that could
result from offering for sale at one time the entire portion of
the financial instruments.  Because no market exists for a
portion of the financial instruments, fair value estimates may be
based on judgments regarding future expected loss experience,
current economic conditions, risk characteristics of various
financial instruments, and other factors.  These estimates are
subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with
precision.  Changes in assumptions could significantly affect the
estimates.

     Fair value estimates are based on existing on- and off-
balance sheet financial instruments without attempting to
estimate the value of anticipated future business and the value
of assets and liabilities that are not considered financial
instruments.  In addition, the tax implications related to the
realization of the unrealized gains and losses can have a
significant effect on fair value estimates and have not been
considered in many of the estimates.

     Fair value estimates, methods and assumptions are set forth
below for the Company's financial instruments (in thousands):
<TABLE>
<CAPTION>
                                   At December 31,
                              1995                      1994
                            Estimated              Estimated
                       Carrying     Fair      Carrying    Fair
                        Amount     Value       Amount    Value
<S>                   <C>         <C>        <C>       <C>
Financial Assets
 Cash and short-term 
    investments       $ 87,110    $ 87,110   $ 38,295  $ 38,295
 Investment securities 116,212     115,894    110,933   105,332
 Loans, net            259,728     261,858    259,446   256,636

Financial Liabilities
  Deposits             429,681     429,995    391,466   390,974
  Short-term borrowings    782         782        177       177
</TABLE>
  
     The following methods and assumptions were used to estimate
the fair value of each class of financial instrument:

CASH AND SHORT-TERM INVESTMENTS

     The carrying amount approximates fair value.

INVESTMENT SECURITIES

     The fair values are based on market prices.
<PAGE>

LOANS

     The fair value of the loan portfolio was estimated using the
discounted value of the future cash flows expected to be received
using a market discount rate at December 31.  For loans that have
short-term maturities or that reprice to market rates the
carrying value was used as an estimate of fair value.

DEPOSIT LIABILITIES

     The fair value of deposits is equal to the amount payable on
demand at the reporting dates except for the fair value of fixed
maturity certificates of deposit which were estimated by
discounting the value of the future cash flows expected to be
paid on deposits.

SHORT-TERM BORROWINGS

     The carrying amount approximates fair value.

COMMITMENTS TO EXTEND CREDIT AND LETTER OF CREDIT

     The fair market value of unearned fees associated with
financial instruments with off-balance sheet risk at December 31,
1995 approximates the contract amount.

NOTE 13:  CONDENSED FINANCIAL INFORMATION OF BANCORPORATION
             (PARENT COMPANY ONLY)

     Condensed Statements of Condition (in thousands):
<TABLE>
<CAPTION>                                                                             
                                             December 31,
                                         1995           1994
<S>                                     <C>            <C>
Assets
  Cash, principally on deposit with
    subsidiary bank                     $   220        $   591
  Investment in subsidiary               33,479         30,697
  Other assets                              975              0
Total Assets                            $34,674        $31,288
Liabilities and Shareholders' Equity
  Other liabilities                     $   429        $   306
  Shareholders' equity                   34,245         30,982
Total Liabilities and Shareholders' 
  Equity                                $34,674        $31,288
</TABLE>
<PAGE>


     Condensed Statements of Income for the years ended
December 31, 1995, 1994, and 1993 (in thousands):
<TABLE>                                                                   
<CAPTION>
                                            December 31,
                                      1995      1994      1993
<S>                                  <C>       <C>       <C>
Income
Equity in undistributed income
  of subsidiary before cumulative 
  effect of a change in accounting 
  principle                          $2,782    $3,860    $2,219
Dividends received from banking
  subsidiary                          1,818       945         0
                                     $4,600    $4,805    $2,219

Expenses
Salaries and related benefits        $   39    $   39    $   39
Other                                   141        77       130
                                     $  180    $  116    $  169

Net income before cumulative 
  effect of a change in 
  accounting principle               $4,420    $4,689    $2,050
Cumulative effect of a change in 
  accounting principle                    0         0     1,086
Net Income                           $4,420    $4,689    $3,136
</TABLE>     
<PAGE>

     Condensed Statements of Cash Flows for the years ended
December 31, 1995, 1994, and 1993 (in thousands):
<TABLE>                                                                   
<CAPTION>
                                            December 31,
                                      1995      1994      1993
<S>                                  <C>       <C>       <C>
Cash flows from operating activities          
Net income                           $ 4,420   $ 4,689   $ 3,136
Less-
Equity in undistributed income
  of subsidiary before cumulative 
  effect of a change in accounting 
  principle                           (2,782)   (3,860)   (2,219)
Cumulative effect of a change in 
  accounting principle                     0         0    (1,086)
Increase in other liabilities            123        73        90
Other, net                              (975)      (56)        9
Net cash provided by (used in) 
  operating activities               $   786   $   846   $   (70)

Cash flows from investing activities:
Investments in and advances to 
   subsidiary                         $     0  $  (600)  $(2,251)
Net cash used in investing 
   activities                         $     0  $  (600)  $(2,251)
Cash flows from financing activities
Proceeds from issuance of preferred 
   stock                              $     0   $    0   $ 5,949
Proceeds from issuance of common 
   stock                                   18         0         0
Dividends to shareholders              (1,175)   (1,071)     (639)
Repayment of long-term debt                 0         0    (1,601)

Net cash provided by (used in) 
  financing activities                $(1,157)  $(1,071)  $ 3,709
Net (decrease) increase in cash and 
  cash equivalents                       (371)     (825)    1,388
Cash and cash equivalents-beginning 
  of year                                 591     1,416        28
Cash and cash equivalents-end of year $   220   $   591   $ 1,416
Supplemental disclosures of cash flow 
  information 
Cash paid during the year for 
  interest                            $     0   $     0   $     2
</TABLE>

NOTE 14: SUBSEQUENT EVENT: REDEMPTION OF
PREFERRED STOCK

        At its meeting of November 16, 1995, the Board of Directors of
the Company called for redemption all outstanding shares of the
Preferred Stock - 1985 Class (1985 Preferred Stock) and 250,000
shares of the Preferred Stock - 1992 Class (1992 Preferred
Stock).  The Board of Directors set January 7, 1996 as the
redemption date for the 1985 Preferred Stock and February 2, 1996
as the redemption date for the 250,000 shares of the 1992
Preferred Stock.
<PAGE>

        In lieu of redemption, holders of the 1985 Preferred Stock could
present their shares for conversion into common stock on the
basis of 6.4969 common shares for each share of 1985 Preferred
Stock at any time prior to January 7, 1996.  In lieu of
redemption, holders of the 1992 Preferred Stock could present
their shares for conversion into common stock on the basis of
1,909 common shares for each share of 1992 Preferred Stock at
any time prior to February 2, 1996.

        On January 7, 1996, 16,927 shares of 1985 Preferred Stock were
converted into 109,916 shares of common stock.  The remaining 197
shares of 1985 Preferred Stock were redeemed at the price of $38
per share, for a total redemption price of $7,486.  Cash was paid
for fractional shares resulting from conversion.

On February 2, 1996, 249,683 of the 250,000 shares of 1992
Preferred Stock called for redemption were converted into 476,601
shares of common stock.  The remaining 317 shares of the 250,000
shares of 1992 Preferred Stock called for redemption were
redeemed at the price of $10.60 per share, for a total redemption
price of $3,360.  In addition to those shares converted in lieu
of redemption, another 244,219 shares of 1992 Preferred Stock
were also converted into 466,148 shares of common stock. Cash was
paid for fractional shares resulting from conversion.

The following table presents the pro-forma 1995 primary earnings
per share, giving effect to the conversion/redemption of 1985 and
1992 Preferred Stock noted above as if such conversion/redemption
were included in primary earnings per share from the beginning of
1995:
<TABLE>
<CAPTION>
                                         As Reported    Pro-Forma <F1>
<S>                                          <C>            <C>
Net income applicable to common stock        $3,840         $4,320
Average number of common shares outstanding   3,002          4,054
Primary earnings per common share            $ 1.28         $ 1.07
<FN>
<F1>
Reflects only shares converted through February 2, 1996.
</TABLE>

Additionally, on January 18, 1996, the Board of Directors of the
Company called for redemption all of the remaining 68,334 shares
of the 1992 Preferred Stock.  The date set for this redemption is
April 8, 1996.  In lieu of redemption, holders of the 1992
Preferred Stock can present their shares for conversion into
common stock on the basis of 1.909 common shares for each share
of 1992 Preferred Stock at any time prior to April 8, 1996.
<PAGE>

INDEPENDENT AUDITORS' REPORT

     To the Shareholders and Board of Directors of 
Broad National Bancorporation:

     We have audited the accompanying consolidated statements of
condition of Broad National Bancorporation and subsidiaries as of
Decemeber 31, 1995 and 1994 and the related consolidated
statements of income, changes in shareholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1995.  These consolidated financial statements are
the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.

     We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Broad National Bancorporation and
subsidiaries as of December 31, 1995 and 1994, and the results of
their operations and their cash flows for each of the years in
the three-year period ended December 31, 1995 in conformity with
generally accepted accounting principles.

     As discussed in note 1 to the consolidated financial
statements, Broad National Bancorporation and subsidiaries
adopted the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities" in 1994 and Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" in 1993.



                              /s/ KPMG Peat Marwick LLP




<PAGE>

Short Hills, New Jersey
January 18, 1996, except as to note 14,
which is as of February 2, 1996

ITEM 9.     CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.

            None.


                                     PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

            Pursuant to General Instruction G(3) to Form 10-K, the
information required by this Item (except for the information set
forth in Item 4A of Part I hereof with respect to the
Registrant's executive officers) is incorporated herein by
reference to (i) the information under the caption "Election of
Directors" (except that the information set forth under the
following subcaptions thereunder is expressly excluded from such
incorporation:  "Compensation of Directors" and "Meetings of the
Board and Committees") and (ii) the information under the caption
"Compliance with Section 16(a) of the Securities Exchange Act of
1934," in each case, in the Registrant's definitive Proxy
Statement for its 1996 Annual Meeting of Shareholders to be filed
pursuant to Regulation 14A.
<PAGE>
ITEM 11.    EXECUTIVE COMPENSATION.

            Pursuant to General Instruction G(3) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Executive
Compensation and Other Information" (except that the information
set forth under the following subcaptions thereunder is expressly
excluded from such incorporation:  "Compensation Committee and
Board of Directors Report on Executive Compensation" and "Company
Performance") in the Registrant's definitive Proxy Statement for
its 1996 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND         
MANAGEMENT.

            Pursuant to General Instruction G(3) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Ownership of
Bancorporation Capital Stock" in the Registrant's definitive
Proxy Statement for its 1996 Annual Meeting of Shareholders to be
filed pursuant to Regulation 14A.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            Pursuant to General Instruction G(2) to Form 10-K, the
information required by this Item is incorporated herein by
reference to the information under the caption "Transactions With
Management and Others" in the Registrant's definitive Proxy
Statement for its 1996 Annual Meeting of Shareholders to be filed
pursuant to Regulation 14A.


                                     PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
            FORM 8-K.

            (a)  Exhibits and Financial Statement Schedules:

       1.  The following consolidated financial statements of the
Registrant and subsidiaries and report of the Registrant's
independent auditors, included in the Registrant's Annual Report
to Shareholders for the year ended December 31, 1995, appear 
in Item 8 to this report:
<PAGE>
            Independent Auditors' Report as of December 31,
       1995 and 1994 and for the years ended December 31,
       1995, 1994 and 1993.

            Consolidated Statements of Condition as of
       December 31, 1995 and 1994.

            Consolidated Statements of Income for each of the
       years ended December 31, 1995, 1994 and 1993.

            Consolidated Statements of Changes in
       Shareholders' Equity for the years ended December 31,
       1995, 1994 and 1993.

            Consolidated Statements of Cash Flows for each of
       the years ended December 31, 1995, 1994 and 1993.

            Notes to Consolidated Financial Statements

       2.  Financial Statement Schedules:  All schedules are
omitted because they are not applicable, or not required, or
because the required information is included in the financial
statements or the notes thereto.

       3.  Exhibits:
<TABLE>
<CAPTION>
<S>         <C>
Number                     Description                        
 3.1        Restated Certificate of Incorporation of the Registrant
            as amended through and including December 29, 1992
            (filed with Amendment No. 1 to the Registrant's
            Registration Statement No. 33-53658 as Exhibit 3.1 and
            incorporated herein by reference).

 3.2        Amendment to Article THIRD of the Restated Certificate
            of Incorporation of the Registrant respecting the
            designation of the Registrant's 8 1/2% Cumulative
            Convertible Preferred Stock 1992 Class (filed with
            Amendment No. 3 to the Registrant's Registration
            Statement No. 33-53658 as Exhibit 3.2 and incorporated
            herein by reference).

 3.3        Amendment to Article THIRD of the Restated Certificate
            of Incorporation of the Registrant respecting the
            preemptive rights of the holders of the Registrant's
            Common Stock, Preferred Stock 1985 Class and Preferred
            Stock 1992 Class (filed as Exhibit 3.3 to the
            <PAGE>
            Registrant's Form 10-K Report for the fiscal year ended
            December 31, 1994 and incorporated herein by
            reference).

 3.4        Bylaws of the Registrant, as amended to date (filed as
            Exhibit 3(d) to the Registrant's Form 10-K Report for
            the fiscal year ended December 31, 1989 and
            incorporated herein by reference).

10.1        Lease between The Prudential Insurance Company of
            America and Broad National Bank dated as of December
            15, 1988 (filed as Exhibit 3(e) to the Registrant's
            Form 10-K Report for the fiscal year ended December 31,
            1989 and incorporated herein by reference).

10.1.1      Amendment of Lease between The Prudential Insurance
            Company of America and Broad National Bank dated as of
            February 7, 1996.

10.2        Lease between Third Newark Gateway Urban Renewal
            Association and Broad National Bank, dated September 7,
            1984 (filed as Exhibit 10(b) to Registration Statement
            No. 33-01560 and incorporated herein by reference).

10.3        Lease between O. Navigador Bar, Inc. and Broad National
            Bank (filed as Exhibit 10(c) to Amendment No. 1 to
            Registration Statement No. 2-78220 and incorporated
            herein by reference).

10.4        Lease between Millburn Common Associates and Broad
            National Bank dated June 16, 1976, and Amendment to
            such Lease, dated September 10, 1985 (filed as Exhibit
            10(d) to Registration Statement No. 33-01560 and
            incorporated herein by reference).

10.5        Lease between Cada Holding Corp. and Broad National
            Bank dated October 8, 1976 (filed as Exhibit 10(e) to
            Amendment No. 1 to Registration Statement No. 2-78220
            and incorporated herein by reference).

10.6        Lease between Euro Associates and Broad National Bank
            acknowledged by the parties on December 12, 1985 and
            December 10, 1985 (filed with Amendment No. 2 to the
            Registrant's Registration Statement No. 33-53658 as
            Exhibit 10.6 and incorporated herein by reference).
<PAGE>
10.7        Workletter Agreement between Euro Associates and Broad
            National Bank (filed with Amendment No. 2 to the
            Registrant's Registration Statement No. 33-53658 as
            Exhibit 10.7 and incorporated herein by reference).

10.8        Lease between 1000 South Elmora Associates and Broad
            National Bank dated May 18, 1986 (filed with Amendment
            No. 2 to the Registrant's Registration Statement No.
            33-53658 as Exhibit 10.8 and incorporated herein by
            reference).

10.9        Lease between Convery Associates and Broad National
            Bank dated July 1, 1987, and Rider to Lease Agreement,
            dated September 1, 1992 (filed with Amendment No. 2 to
            the Registrant's Registration Statement No. 33-53658 as
            Exhibit 10.10 and incorporated herein by reference).

10.10       Lease Agreement and Amendment between 466 Bloomfield
            Avenue Associates, Inc. and Broad National Bank dated
            February 9, 1988 (filed as Exhibit 10(l) to the
            Registrant's Form 10-K Report for the fiscal year ended
            December 31, 1989 and incorporated herein by
            reference).

10.11       Lease Agreement between George Zeik and Broad National
            Bank dated September 1, 1989 (filed as Exhibit 10(m) to
            the Registrant's Form 10-K Report for the fiscal year
            ended December 31, 1989 and incorporated herein by
            reference).

10.12       Lease between Broad National Realty Corporation and
            Broad National Bank dated May 1, 1990 (filed as Exhibit
            10(n) to the Registrant's Form 10-K for the fiscal year
            ended December 31, 1990 and incorporated by reference
            herein).

10.12.1     Rider to Lease Agreement between Broad National Realty
            and Broad National Bank dated December 21, 1993 (filed
            as Exhibit 10.13.1 to the Registrant's Form 10-K for
            the fiscal year ended December 31, 1993 and
            incorporated herein by reference).

10.13       Broad National Bank Employees' Retirement Plan (filed
            as Exhibit 10(g) to Registration Statement No. 2-78220
            and as Exhibit 10(f) to Amendment No. 1 to Registration
            <PAGE>
            Statement No. 2-78220 and incorporated herein by
            reference). <F1>

10.14       Form of Amendment to Sections 2.1 and 3.1(c) of the
            Broad National Bank Employees' Retirement Plan (filed
            as Exhibit 10(p) to the Registrant's Form 10-K for the
            fiscal year ended December 31, 1990 and incorporated by
            reference herein). <F1>

10.15       Description of Bonus Plan for Designated Officers and
            Employees (appears on page 10 of the Registrant's
            definitive proxy statement for its 1991 Annual Meeting
            of Shareholders and is incorporated herein by
            reference). <F1>

10.16       Incentive Stock Option Plan for certain employees
            adopted on March 26, 1987, and amended April 27, 1989
            (filed as Exhibit 10.18 to the Registrant's Form 10-K
            for the fiscal year ended December 31, 1992 and
            incorporated by reference herein). <F1>

10.17       Non-Statutory Stock Option Plan for directors adopted
            on March 26, 1987 (filed with Amendment No. 2 to the
            Registrant's Registration Statement No. 33-53658 as
            Exhibit 10.19 and incorporated herein by reference). <F1>

10.18       Employment Agreement between Donald M. Karp and the
            Registrant dated October 16, 1995. <F1>

10.19       Employment Agreement by and between John A. Dorman,
            Broad National Bank and the Registrant, dated October
            1, 1995. <F1>

10.20       Consultant Agreement between Stanley J. Lesnik and the
            Registrant dated November 16, 1995. <F1>

10.21       Lease between Broad National Bank, landlord, and
            Newtrend L.P., tenant, dated August 10, 1993 (filed as
            Exhibit 10.22 to the Registrant's Form 10-K for the
            fiscal year ended December 31, 1993 and incorporated
            herein by reference).

10.22       Newtrend Service Bureau Agreement between Newtrend,
            Inc. and Broad National Bank dated August 10, 1993
            (filed as Exhibit 10.23 to the Registrant's Form 10-K
            <page.
            for the fiscal year ended December 31, 1993 and
            incorporated herein by reference).

10.23       Newtrend Item Processing Addendum between Newtrend,
            Inc. and Broad National Bank dated August 10, 1993
            (filed as Exhibit 10.24 to the Registrant's Form 10-K
            for the fiscal year ended December 31, 1993 and
            incorporated herein by reference).

10.24       1993 Broad National Incentive Stock Option Plan for
            certain employees adopted on September 19, 1994 (filed
            as Exhibit 10.24 to the Registrant's Form 10-K Report
            for the fiscal year ended December 31, 1994 and
            incorporated herein by reference). <F1>

10.25       1993 Broad National Directors Non-Statutory Stock
            Option Plan for directors adopted on September 19, 1994
            (filed as Exhibit 10.25 to the Registrant's Form 10-K
            Report for the fiscal year ended December 31, 1994 and
            incorporated herein by reference). <F1>

10.26       Lease between Lucky Realty LLC and Broad National Bank
            dated February 26, 1996.

10.27       Lease between A.J. Seabra Supermarkets V, Inc. and
            Broad National Bank dated as of April 20, 1995.

11          Statement re Computation of Net Income Per Share.

22          List of Subsidiaries (filed with Amendment No. 3 to the
            Registrant's Registration Statement No. 33-53658 as
            Exhibit 22 and incorporated herein by reference).

24          Consent of KPMG Peat Marwick LLP with regard to
            Bancorporation's Registration Statement on Form S-8
            (Reg. No. 33-28183).  

27          Financial Data Schedule.
<FN>
<F1>
Management contracts or compensatory plans or arrangements
required to be identified by Item 14(a)(3).
</TABLE>
            (b)  Reports on Form 8-K

                 No reports on Form 8-K were filed during the last
                 quarter of 1995.

            (c)  Exhibits

                 See Exhibits identified above under Item 14(a)(3).


            (d)  Financial Statement Schedules

                 See Item 14(a)(2) above.
<PAGE>     
     
     
     
     
                              SIGNATURES
                                   
     
     
            Pursuant to the requirements of Section 13 or
     15(d) 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.
     
                           BROAD NATIONAL BANCORPORATION
     
     
                           By /s/ Donald M. Karp         
                              Donald M. Karp
                              Chairman of the Board and
                              Chief Executive Officer
     
     Dated:  March 21, 1996
     
            Pursuant to the requirements of the Securities
     Exchange Act of 1934, this report has been signed below by
     the following persons on behalf of the registrant and in the
     capacities and on the dates indicated:
     
            Signature and Title                Date
     
     
     /s/ Donald M. Karp                        March 21, 1996
     Donald M. Karp, Director, Chairman
        of the Board and Chief Executive
        Officer (Principal Executive Officer)
     
     
     /s/ John A. Dorman                        March 21, 1996
     John A. Dorman, Director, President
        and Chief Operating Officer
     
     
     /s/ James Boyle                           March 21, 1996
     James Boyle, Treasurer and Comptroller
        (Principal Financial and Accounting
        Officer)
     
     
     /s/ Licinio Cruz                          March 21, 1996
     Licinio Cruz, Director
     
     
     /s/ Arthur Fischman                       March 21, 1996
     Arthur Fischman, Director
     
     
     /s/ John J. Iannuzzi                      March 21, 1996
     John J. Iannuzzi, Director
     
     
                                                March   , 1996 
     James J. Lazarus, Director
     
     
     /s/ Edward J. Lenihan                      March 21, 1996
     Edward J. Lenihan, Director
     
     
     /s/ Stanley J. Lesnik                      March 21, 1996
     Stanley J. Lesnik, Director
     
     
     /s/ Louis J. Owen                          March 21, 1996
     Louis J. Owen, Director
     
     
     /s/ Catherine McFarland                    March 21, 1996
     Catherine McFarland, Director
     
     
     /s/ A. Harold Schwartz                     March 21, 1996
     A. Harold Schwartz, Director
     
     
     /s/ Peter D. Sudler                        March 21, 1996
     Peter D. Sudler, Director
     
     
     /s/ Hubert Williams                        March 21, 1996
     Hubert Williams, Director