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

                                 FORM 10-Q

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              June 30, 1998               
                              -----------------------------------------------
                                                 or

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

For the transition period from-------------------- to-----------------------
                                  
Commission File Number:                         1-6451                      
                        ----------------------------------------------------

                                  SUMMIT BANCORP.
---------------------------------------------------------------------------- 
                      (Exact name of registrant as specified in its charter) 

    New Jersey                                                   22-1903313
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

    301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey     08543-2066   
----------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

                                 (609) 987-3200                              
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              (Registrant's telephone number, including area code)
                                                                             
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              (Former name, former address and former fiscal year,
                      if changed since last report)

     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.

                              [X] Yes   [ ] No

     As of July 31, 1998 there were 173,805,211 shares of common stock,
                       $.80 par value, outstanding.

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



<PAGE>

                           SUMMIT BANCORP
                             FORM 10-Q
                               INDEX

                                                      Page No.

Part I	Financial Information

Item 1.	Financial Statements	
		
	Consolidated Balance Sheets -	
	    June 30, 1998, December 31, 1997 and
     June 30, 1997.......................................	2
		
	Consolidated Statements of Income -	
	    Three and Six Months Ended June 30, 1998 and 1997....3
		
	Consolidated Statements of Cash Flows -	
	    Six Months Ended June 30, 1998 and 1997.............	4
		
	Consolidated Statements of Shareholders' Equity -	
	    Six Months Ended June 30, 1998 and 1997..............5
		
		
	Notes to Consolidated Financial Statements...............6
		
Item 2.	Management's Discussion and Analysis of Financial 
           Condition and Results of Operations........... 8
		
Item 3.	Quantitative and Qualitative
           Disclosures About Market Risk.................19
		
Part II.	Other Information.	
		
Item 1.	Legal Proceedings................................20
		
Item 2.	Changes in Securities and Use of Proceeds........20
		
Item 3.	Defaults Upon Senior Securities..................20
		
Item 4.	Submission of Matters to a Vote of
           Security Holders.............................	21
		
Item 5.	Other Information................................21
		
Item 6.	Exhibits and Reports on Form 8-K.................21
		
	Signature..............................................	22
		
	Exhibit Index..........................................	23

                                   1

<PAGE>
<TABLE>
 
Summit Bancorp and Subsidiaries
Consolidated Balance Sheets
Unaudited
(In thousands)
 
<CAPTION> 


 
                                                 June 30,    December 31,  June 30,
                                                   1998         1997         1997
                                                ------------ ------------ -----------
<S>                                           <C>          <C>          <C>
Assets                                                      
Cash and due from banks                        $ 1,153,023  $ 1,173,118  $ 1,153,517
Federal funds sold and securities purchased
   under agreements to resell                      176,000        4,460      143,497
Interest-bearing deposits with banks                34,476       14,072        6,879
Securities:
   Trading account securities                       23,797       35,216       43,407
   Securities available for sale                 4,295,945    5,074,896    3,513,390
   Securities held to maturity                   5,070,615    4,157,543    5,138,227
                                                ------------ ------------ -----------
   Total securities                              9,390,357    9,267,655    8,695,024
                                                ------------ ------------ -----------
Loans (net of unearned discount):
   Commercial                                    6,682,510    6,253,740    5,708,203
   Commercial mortgage                           2,863,378    2,703,793    2,800,499
   Residential mortgage                          5,635,144    5,671,200    6,011,423
   Consumer                                      4,523,071    4,259,633    4,077,538
                                                ------------ ------------ -----------
        Total loans                             19,704,103   18,888,366   18,597,663
   Less: Allowance for loan losses                 308,753      296,494      294,066
                                                ------------ ------------ -----------
        Net loans                               19,395,350   18,591,872   18,303,597
Premises and equipment                             249,156      244,913      239,734
Goodwill and other intangibles                     179,206      188,620      179,159
Accrued interest receivable                        188,559      175,170      155,228
Due from customers on acceptances                   16,608       15,814       13,852
Other assets                                       359,308      288,478      334,200
                                                ------------ ------------ -----------
Total Assets                                   $31,142,043  $29,964,172  $29,224,687
                                                ============ ============ ===========
 
Liabilities and Shareholders' Equity
Deposits:
    Non-interest bearing demand deposits       $ 4,785,430  $ 4,530,690  $ 4,327,962
    Interest-bearing deposits:
        Savings and time deposits               16,409,298   16,914,485   17,014,270
        Commercial certificates of deposit
          $100,000 and over                        911,722      884,261      824,908
                                                ------------ ------------ -----------
            Total deposits                      22,106,450   22,329,436   22,167,140
Other borrowed funds                             4,152,961    3,397,953    3,332,234
Accrued expenses and other liabilities             317,030      290,197      262,734
Accrued interest payable                            85,123       71,602       53,899
Bank acceptances outstanding                        16,608       15,814       13,852
Long-term debt                                   1,881,289    1,246,750      910,766
                                                ------------ ------------ -----------
   Total liabilities                            28,559,461   27,351,752   26,740,625
                                                ------------ ------------ -----------
Shareholders' equity:
   Common stock par value $ .80:  Authorized 390,000
     shares; issued 177,654, outstanding 173,934
     at June 30, 1998;  issued and outstanding 176,590
     at December 31, 1997 and 175,364
     at June 30, 1997                              142,123      141,272      140,291
    Surplus                                      1,006,812      987,281      965,194
    Retained earnings                            1,596,600    1,467,193    1,378,999
    Employee stock ownership plan obligation        (3,663)      (4,201)      (4,739)
    Accumulated other comprehensive income, net     22,669       20,875        4,317
    Treasury stock; 3,720 shares at June 30, 1998 (181,959)            -            -
                                                ------------ ------------ -----------
   Total shareholders' equity                    2,582,582    2,612,420    2,484,062
                                                ------------ ------------ -----------
Total Liabilities and Shareholders' Equity     $31,142,043  $29,964,172  $29,224,687
                                                ============ ============ ===========

<FN> 
See accompanying Notes to Consolidated Financial Statements.
</FN>
 
</TABLE>
 
 
 
 
                                        2

<PAGE>
<TABLE>
 
 
                  Summit Bancorp and Subsidiaries
                 Consolidated Statements of Income
                             Unaudited
               (In thousands, except per share data)
 
 
<CAPTION> 
 
                                                    Three Months Ended           Six Months Ended
                                                              June 30,                June 30,
                                                    ----------------------------------------------
                                                       1998        1997        1998        1997
                                                    ----------- ----------- ----------- ----------
<S>                                               <C>         <C>         <C>         <C>    
Interest Income
Loans                                              $  392,005  $  376,091  $  772,314  $  741,321
Securities:
   Trading account securities                             331         731         885       1,104
   Securities available for sale                       76,324      55,031     161,346     104,281
   Securities held to maturity                         69,117      83,416     131,723     168,451
                                                    ----------- ----------- ----------- ----------
     Total securities                                 145,772     139,178     293,954     273,836
                                                    ----------- ----------- ----------- ----------
Federal funds sold and securities purchased
   under agreements to resell                             236       1,344         643       2,597
Deposits with banks                                       375         218         806         391
                                                    ----------- ----------- ----------- ----------
     Total interest income                            538,388     516,831   1,067,717   1,018,145
                                                    ----------- ----------- ----------- ----------
Interest Expense
  Savings and time deposits                           153,706     157,787     310,574     315,047
  Commercial certificates of deposit
      $100,000 and over                                12,302      12,120      24,559      23,174
  Borrowed funds, including long-term debt             77,487      60,109     148,533     113,094
                                                    ----------- ----------- ----------- ----------
      Total interest expense                          243,495     230,016     483,666     451,315
                                                    ----------- ----------- ----------- ----------
      Net interest income                             294,893     286,815     584,051     566,830
  Provision for loan losses                            18,000      15,090      33,000      30,600
                                                    ----------- ----------- ----------- ----------
      Net interest income after 
         provision for loan losses                    276,893     271,725     551,051     536,230
                                                    ----------- ----------- ----------- ----------
Non-Interest Income
  Service charges on deposit accounts                  31,653      28,347      61,937      56,580
  Service and loan fee income                          15,199      12,928      28,113      24,263
  Trust and investment services income                 14,986      11,370      28,430      22,698
  Securities gains                                      3,072         775       4,498       2,206
  Other                                                25,233      18,108      46,685      35,181
                                                    ----------- ----------- ----------- ----------
      Total non-interest income                        90,143      71,528     169,663     140,928
                                                    ----------- ----------- ----------- ----------
Non-Interest Expenses
  Salaries                                             74,422      72,296     150,915     142,855
  Pension and other employee benefits                  27,202      22,534      53,820      47,654
  Furniture and equipment                              20,816      19,895      41,183      38,154
  Occupancy, net                                       17,605      17,855      36,105      36,286
  Communications                                        9,044       8,566      18,576      17,331
  Merger-related charges                                    -            -          -      26,500
 
 
 
 
  Other                                                42,830      40,187      82,973      79,495
                                                    ----------- ----------- ----------- ----------
     Total non-interest expenses                      191,919     181,333     383,572     388,275
                                                    ----------- ----------- ----------- ----------
     Income before income taxes                       175,117     161,920     337,142     288,883
  Federal and state income taxes                       56,640      56,862     106,248     101,343
                                                    ----------- ----------- ----------- ----------
Net Income                                         $  118,477  $  105,058  $  230,894  $  187,540
                                                    =========== =========== =========== ==========
 
Net Income per Common Share:
     Basic                                         $     0.67  $     0.60  $     1.31  $     1.07
                                                    =========== =========== =========== ==========
     Diluted                                             0.66        0.59        1.29        1.06
                                                    =========== =========== =========== ==========
 
Average Common Shares Outstanding:
     Basic                                            176,127     174,905     176,528     174,642
                                                    =========== =========== =========== ==========
     Diluted                                          178,232     177,123     178,739     176,916
                                                    =========== =========== =========== ==========
 
<FN> 
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
 
 
 
 
 
                                        3

<PAGE> 
<TABLE>
 
                      Summit Bancorp and Subsidiaries
                   Consolidated Statements of Cash Flows
                                 Unaudited
                               (In thousands)
<CAPTION>
                                                                                    Six Months Ended
                                                                                         June 30,
                                                                              ------------------------
 Operating activities                                                            1998         1997
                                                                              -----------  -----------
<S>                                                                         <C>          <C>
   Net income                                                                $   230,894  $   187,540
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Provision for loan losses and other real estate owned                      33,120       31,356
       Depreciation, amortization and accretion, net                              48,258       38,689
       Merger-related charges                                                          -       26,500
       Gains on sales of securities                                               (4,498)      (2,206)
       Gains on sales of mortgages held for sale                                  (7,273)      (3,289)
       Gains on sales of other real estate owned                                  (2,314)      (1,757)
       Proceeds from sales of other real estate owned                              9,784       14,779
       Proceeds from sales of mortgages held for sale                            395,987      198,740
       Originations of mortgages held for sale                                  (474,198)    (195,465)
       Net decrease (increase)  in trading account securities                     11,370      (18,005)
       Net increase in accrued interest receivable and other assets              (90,251)     (16,554)
       Net increase (decrease) in accrued interest payable, accrued
         expenses and other liabilities                                           35,328      (52,579)
                                                                              -----------  -----------
         Net cash provided by operating activities                               186,207      207,749
 Investing activities                                                         -----------  -----------
   Purchases of securities held to maturity                                   (2,031,896)    (234,158)
   Purchases of securities available for sale                                 (1,294,197)  (1,224,192)
   Proceeds from maturities of securities held to maturity                     1,104,088      397,046
   Proceeds from maturities of securities available for sale                   1,363,435      353,778
   Proceeds from sales of securities available for sale                          732,133      497,103
   Net (increase) decrease in Federal funds sold, securities purchased under
         agreements to resell and interest-bearing deposits with banks          (191,944)      37,786
   Net increase in loans                                                        (753,147)    (487,120)
   Purchases of premises and equipment, net                                      (44,506)      (7,082)
                                                                              -----------  -----------
         Net cash used in investing activities                                (1,116,034)    (666,839)
                                                                              -----------  -----------
 Financing activities
   Net decrease in deposits                                                     (222,986)    (314,623)
   Net increase in short-term borrowings                                         755,008      400,867
   Principal payments on long-term debt                                         (170,941)     (27,266)
   Proceeds from issuance of long-term debt                                      805,895      231,500
   Dividends paid                                                                (95,667)     (79,498)
   Purchase of Common Stock                                                     (192,289)           -
   Proceeds from issuance of common stock under dividend
     reinvestment and other stock plans                                           30,712       17,824
                                                                              -----------  -----------
         Net cash provided by financing activities                               909,732      228,804
                                                                              -----------  -----------
Decrease in cash and due from banks                                              (20,095)    (230,286)
Beginning cash balance of acquired entities                                            -       56,296
Cash and due from banks at beginning of period                                 1,173,118    1,327,507
                                                                              -----------  -----------
Cash and due from banks at end of period                                     $ 1,153,023  $ 1,153,517
                                                                              ===========  ===========
 
Supplemental disclosure of cash flow information
Cash paid:
     Interest payments                                                       $   470,145  $   445,190
     Income tax payments                                                          45,358      115,848
Noncash investing activities:
    Net transfer of securities from held to maturity to
       available for sale resulting from acquisitions                                  -       96,000
    Net transfer of loans to other real estate owned                               3,831       12,781
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
                                     4


<PAGE>
<TABLE>
 
 
                    Summit Bancorp and Subsidiaries
           Consolidated Statements of Shareholders' Equity
                               Unaudited
                            (In thousands)

<CAPTION> 
        
                                                                                                      Accum. Other      Total
                                                Common              Retained     ESOP     Treasury   Comprehensive  Shareholders'
                                                Stock    Surplus    Earnings  Obligation    Stock        Income         Equity
                                               -------  ---------- ---------  ----------- ---------  -------------- --------------
<S>                                           <C>     <C>        <C>        <C>         <C>        <C>            <C>            
Balance, December 31, 1996                    $134,637 $  918,411 $1,237,892 $    (5,816)$         -$        5,714 $    2,290,838
Adjustment for the pooling of a company with
  a different fiscal year end                     (158)    (4,771)     9,288         539           -         1,832          6,730
                                               -------  ---------- ---------  ----------- ---------  -------------- --------------
Adjusted beginning balance                     134,479    913,640  1,247,180      (5,277)          -         7,546      2,297,568
Balances at beginning of period of immaterial
  pooled acquisition (6,047 shares)              4,837     34,705     25,562           -           -          (278)        64,826
Comprehensive income:
  Net income                                         -          -    187,540           -           -             -        187,540
  Unrealized holding losses  on
    securities arising during the period             -          -          -           -           -        (2,951)        (2,951)
                                                                                                                    --------------
  Total comprehensive income                                                                                              184,589
Cash dividend declared on common stock               -          -    (81,283)          -           -             -        (81,283)
Common stock issued:
  Dividend reinvestment and other stock plans
   (181 shares)                                    145      5,394          -           -           -             -          5,539
  Exercise of stock options, net (1,037 shares)    830     11,455          -           -           -             -         12,285
ESOP debt repayment                                  -          -          -         538           -             -            538
                                               -------  ---------- ---------  ----------- ---------  -------------- --------------
Balance, June 30, 1997                        $140,291 $  965,194 $1,378,999 $    (4,739)$         -$        4,317 $    2,484,062
                                               ======== ========== ========== =========== ========== ============== ==============
 
Balance, December 31, 1997                    $141,272 $  987,281 $1,467,193 $    (4,201)$         -$       20,875 $    2,612,420
Comprehensive income:
  Net income                                         -          -    230,894           -           -             -        230,894
  Unrealized holding gains on
    securities arising during the period             -          -          -           -           -         1,794          1,794
                                                                                                                    --------------
  Total comprehensive income                                                                                              232,688
Cash dividends declared on common stock              -          -   (101,487)          -           -             -       (101,487)
Common stock issued:
  Dividend reinvestment and other stock plans
   (345 shares)                                    276     17,799          -           -           -             -         18,075
  Exercise of stock options, net (917 shares)      575      1,732          -           -     10,330              -         12,637
Purchase of treasury stock (3,926 shares)                                                  (192,289)                     (192,289)
ESOP debt repayment                                  -          -          -         538           -             -            538
                                               -------  ---------- ---------  ----------- ---------  -------------- --------------
Balance, June 30, 1998                        $142,123 $1,006,812 $1,596,600 $    (3,663)$ (181,959)$       22,669 $    2,582,582
                                               ======== ========== ========== =========== ========== ============== ==============

<FN> 
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>
 
 
 
 
                                    5


<PAGE>


                      Summit Bancorp and Subsidiaries
               Notes to Consolidated Financial Statements 
                              (Unaudited)

1.) Basis of Presentation 

 The accompanying financial statements reflect, in the opinion of
 management, all normal recurring adjustments necessary to present
 fairly the consolidated financial position of Summit Bancorp and
 subsidiaries (the "Company"), the consolidated results of operations,
 changes in cash flows and changes in shareholders' equity. All
 significant intercompany accounts and transactions have been
 eliminated in consolidation. In all material respects, the financial
 statements presented comply with the current reporting requirements of
 supervisory authorities. Certain prior period amounts have been
 reclassified to conform to the financial statement presentation of
 1998. For additional information and disclosures required under
 generally accepted accounting principles, reference is made to the
 Company's 1997 Annual Report on Form 10-K.

 On January 1, 1998, the Company adopted Statement of Financial
 Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
 Income". The Statement defines total comprehensive income as all
 changes in equity during a period from transactions and other events
 and circumstances from nonowner sources. The Company's other
 comprehensive income is generally comprised of unrealized holding
 gains and losses on securities available for sale. Disclosure of
 comprehensive income for the 1998 and 1997 periods is presented in the
 accompanying Consolidated Statements of Shareholders' Equity.

 Effective January 1, 1998, the Company adopted Statement of Position
 No. 98-1, "Accounting for the Costs of Computer Software Developed or
 Obtained for Internal Use" issued by the American Institute of
 Certified Public Accountants. This statement establishes standards for
 the capitalization of computer software developed or obtained for
 internal use.  The impact of adopting this statement was not material
 to the financial condition or results of operations of the Company.


2.) Acquisitions and Restructuring Charges 

 On March 1, 1997, the Company completed the acquisition of B.M.J.
 Financial Corp. ("BMJ"). This acquisition was accounted for as a
 pooling of interests, and was recorded as an adjustment to
 shareholders' equity as of January 1, 1997, without restating the
 consolidated financial statements for 1996 and prior years.
 Merger-related charges of $26.5 million ($16.7 million, after tax)
 were recorded at the time of the acquisition.


 On August 1, 1997, the Company completed the acquisition of Collective
 Bancorp, Inc. ("Collective"). This acquisition was accounted for as a
 pooling of interests and all financial information, prior to the
 acquisition date, has been restated to reflect the combined financial
 information. Merger-related charges of $56.5 million ($37.1 million,
 after tax) were recorded at the time of the acquisition.
 
 On December 12, 1997, the Company acquired Corporate Dynamics, an
 employee benefits consulting firm, and Philadelphia Benefits Corp., a
 group health insurance agency, with the issuance of 495,000 shares of
 common stock. These acquisitions were accounted for as purchases. 

 On June 18, 1998, the Company announced that it had entered into a
 definitive agreement to acquire NSS Bancorp. Inc., a bank holding
 company headquartered in Norwalk, Connecticut. Under the terms of the
 agreement, each share of NSS Bancorp, Inc. common stock will be
 exchanged for 1.232 shares of the Company's common stock. The
 transaction, which will be accounted for as a purchase, is expected
 to be completed in the fourth quarter of 1998,
 subject to NSS Bancorp, Inc. shareholder and regulatory approval. In
 connection with this acquisition, the Company has purchased its common
 stock of which approximately 2.8 million shares will be reissued to
 effect the acquisition.

                                  6

<PAGE>

3.) Net Income per Common Share

 The Company calculates net income per common share in accordance with
 SFAS No. 128, "Earnings per Share." Basic net income per common share
 is calculated by dividing net income by the weighted average common
 shares outstanding during the period. Diluted net income per common
 share is computed similar to that of basic net income per common
 share, except that the denominator is increased to include the number
 of additional common shares that would have been outstanding if all
 potentially dilutive common shares, principally stock options, were
 issued during the reporting period.

<TABLE>
<CAPTION>
      
(In thousands, except per share data)   
--------------------------------------------------------------------------------
                      Three months ended June 30,       Six months ended June 30,				
                            	1998     	1997                  	1998     	1997
                      ---------------------------      ------------------------    
<S>                        <C>       <C>                   <C>        <C>
Net Income                	$118,477  	$105,058	             $230,894  	$187,540
===============================================================================
Basic weighted-average
  common shares outstanding	176,127   	174,905              	176,528   	174,642
Plus: Common stock
         equivalents        	2,105      	2,218                	2,211     	2,274
---------------------------------------------------------------------------------
Diluted weighted-average
 common shares outstanding	178,232    	177,123              	178,739   	176,916
================================================================================
Net income per common share:	 		 	
   Basic                    	$0.67      	$0.60                	$1.31     	$1.07
   Diluted                   	0.66       	0.59                 	1.29      	1.06
================================================================================
</TABLE>

4.) Recent Accounting Pronouncements

 In June 1997, the Financial Accounting Standards Board ("FASB") issued
 SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
 information." SFAS No. 131 establishes standards and disclosure
 requirements for the way companies report information about operating
 segments, including related product information. Operating segments
 are defined based upon the way management organizes segments for
 making operations decisions and evaluating performance. Information
 such as segment net earnings, revenues, expense items and certain
 balance sheet amounts are required to be presented. These amounts are
 to be reconciled to the Company's combined financial information. SFAS
 No. 131 is effective for financial statements issued for annual
 periods ending after December 15, 1998, and interim periods beginning
 in 1999.

 In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
 About Pensions and Other Postretirement Benefits." This Statement
 standardizes the disclosure requirements for pension and other
 postretirement benefits by requiring additional information that will
 facilitate financial analysis, and eliminating certain disclosures
 that are considered no longer useful. SFAS No. 132 supersedes the
 disclosure requirements in SFAS Nos. 87, 88 and 106. This Statement is
 effective for fiscal years beginning after December 15, 1997, and will
 be adopted December 31, 1998. 

 In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
 Instruments and Hedging Activities." This statement establishes
 accounting and reporting standards for derivative instruments, and for
 hedging activities. SFAS No. 133 supersedes the disclosure
 requirements in SFAS No. 80, 105 and 119. This statement is effective
 for all fiscal quarters of fiscal years beginning after June 15, 1999.
 The adoption of SFAS No. 133 is not expected to have a material impact
 on the financial position or results of operations of the Company.

                                 7

<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   ---------------------------------------------

 Summit Bancorp is a bank holding company located in Princeton, New
 Jersey. The Company owns two bank subsidiaries and several active
 non-bank subsidiaries. The Company's bank subsidiaries provide a broad
 range of retail, commercial and private banking services as well as
 trust and investment services to individuals, businesses, not-for-
 profit organizations, government entities and other financial institutions.
 These services are provided through an extensive branch
 network, including supermarket branches and private banking
 facilities, as well as through automated teller machines and personal
 computers.

FINANCIAL CONDITION

 Total assets at June 30, 1998, were $31.1 billion, an increase of $1.2
 billion or 3.9 percent from year-end 1997, which can generally be
 attributed to an increase in the loan portfolios.  

 Securities held to maturity at June 30, 1998, were $5.1 billion and
 were mainly comprised of $3.5 billion of U.S. Government and Federal
 agency securities, $1.4 billion of other securities, predominately
 corporate collateralized mortgage obligations ("CMOs"), and $165.0
 million of state and political subdivision securities. These
 securities increased $913.1 million or 22.0 percent from year-end
 1997, primarily as cash flows from securities available for sale were
 reinvested in securities held to maturity. For the six months of 1998,
 $2.0 billion of held to maturity securities were purchased, partially
 offset by principal repayments and maturities of $1.1 billion. At June
 30, 1998, and December 31, 1997, net unrealized gains(losses) on
 securities held to maturity amounted to $ 9.5 million and $(6.0)
 million, respectively.

 At June 30, 1998, securities available for sale amounted to $4.3
 billion and were predominately comprised of U.S. Government and
 Federal agency securities. These securities decreased $779.0 million
 or 15.3 percent from year-end 1997, primarily as cash flows from
 securities available for sale were reinvested in securities held to
 maturity. The decrease resulted from $1.4 billion in maturities and
 principal repayments and $732.1 million in sales, partially offset by
 $1.3 billion in purchases.

 At June 30, 1998, total loans amounted to $19.7 billion and increased
 $815.7 million or 4.3 percent from year-end 1997. Commercial loans
 increased $428.8 million or 6.9 percent as compared to December 31,
 1997. The increase in commercial loans was primarily related to growth
 in large corporate (larger middle market credit users with revenues in
 excess of $125 million), real estate and asset-based lending.
 Commercial mortgage loans increased $159.6 million or 5.9 percent.
 Residential mortgage loans decreased $36.1 million or .6 percent from
 December 31, 1997. Consumer loans increased $263.4 million or 6.2%
 from year end December 1997.  

 Total deposits were $22.1 billion at June 30, 1998, a decrease of
 $223.0 million or 1.0 percent from December 31, 1997. Savings and time
 deposits continued to be impacted by the investors desire for
 investment alternatives such as mutual funds, annuities and the stock
 market. Savings and time deposits at $16.4 billion decreased $505.2
 million or 3.0 percent from December 31, 1997. Partially offsetting
 these decreases, was an increase in demand deposits of $254.7 million
 or 5.6 percent from year-end 1997 to $4.8 billion. The increase in
 demand deposits was generated in both business and personal accounts.
 Also increasing were commercial certificates of deposit $100,000 and
 over which were up $27.5 million, or 3.1 percent compared to December
 31, 1997.

 Other borrowed funds at June 30, 1998, increased $755.0 million or 22.2
 percent from December 31, 1997, to $4.2 billion. The increase in
 borrowed funds can be attributed to increases in short-term Federal
 Home Loan Bank advances and Federal funds purchased, partially offset
 by a decrease in short-term repurchase agreements. Long-term debt at
 June 30, 1998, increased $634.5 million, or 50.9 percent from December
 31, 1997 to $1.9 billion. The increase in long-term debt was
 principally the result of the increase in long-term repurchase
 agreements of $725.0 million. Included in long-term debt at each of
 the periods


                                        8

<PAGE>


 presented, is $150.0 million of capital qualifying
 securities. The increases in other borrowed funds and long-term debt
 were generally used to fund the growth in the loan and investment
 portfolios and to replace the reduction in deposits.


 Approximately 3.9 million shares of Company common stock was
 repurchased during the second quarter, at a cost of $192.3 million.
 The treasury stock will be used for employee benefit plans, the
 acquisition of NSS Bancorp Inc., and for general corporate purposes.
 Partially offsetting the decrease in shareholders' equity resulting
 from the buyback, was net income for the period less dividends paid on
 common stock. Total shareholders' equity at June 30, 1998, decreased
 $29.8 million from the December 31, 1997, balance of $2.612 billion.
 Included in shareholders' equity at June 30, 1998, was accumulated
 other comprehensive income, net of tax, amounting to $22.7 million,
 compared to $20.9 million at year-end 1997. Accumulated other
 comprehensive income is comprised principally of unrealized holding
 gains/losses on the securities available for sale portfolio. 


 The Company's capital ratios for June 30, 1998, as compared to select
 prior periods and regulatory requirements, are shown in the following
 table. The Company's bank subsidiaries meet the well-capitalized
 requirements for each of the periods presented. The decreases in the
 June 30, 1998, ratios are principally attributable to the treasury
 stock repurchase previously referenced.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                               Minimum                
                       		June 30,   	Dec.  31,  	June  30,     Required   	Well 
	Selected Capital Ratios:	 1998      	 1997       	1997       	Capital    	Capitalized
<S>                      <C>          <C>        <C>          <C>         <C>
 Equity to assets	         8.29%       8.72%	      8.50 %         -            -      
 Leverage ratio	           8.39	       8.76        8.54	         3.00%       5.00%
 Tier I capital           11.68	       12.64	     12.63         	4.00	       6.00 
 Total risk-based capital 13.76        14.83      15.04         	8.00      	10.00
----------------------------------------------------------------------------------
</TABLE>

Non-Performing Assets 

Non-performing assets include non-performing loans and other real
 estate owned ("OREO") and are shown in the following table as of the
 dates indicated.  
--------------------------------------------------------------------------------
<TABLE>	
<CAPTION>

Non-Performing Assets
 (In thousands)          	June 30, 1998    		Dec. 31, 1997    		June 30, 1997  
-------------------------------------------------------------------------------	
<S>                           <C>                <C>                <C>   
Non-performing loans (1):						
	 Commercial and industrial   	$46,405	          	$42,644	         	$46,675	
	 Commercial mortgage          	22,484           		37,993          		47,931	
	 Construction and development  	2,566            		4,453          		15,571 	
------------------------------------------------------------------------------	
     Non-performing loans      	71,455           		85,090	         	110,177	
	OREO, net                      	8,913           		14,249	          	21,807	
-----------------------------------------------------------------------------
	     Non-performing assets   	$80,368          		$99,339	        	$131,984	
-----------------------------------------------------------------------------
	Non-performing loans
     to total loans               	.36%	             	.45%	            	.59%	
	Non-performing assets to
     total loans and OREO         	.41              		.53             		.71   	
----------------------------------------------------------------------------

</TABLE>
  (1) Loans, not included above, past due 90 days or more amounted to $57.0
 million, $48.6 million and $71.5 million 		at June 30, 1998, December
 31, 1997, and June 30, 1997, respectively. These loans are primarily
 residential 			mortgage and consumer loans which are well
 secured and in the process of collection.

 The average balance of non-performing loans for the six months ended
 June 30, 1998, was $75.5 million. Interest income received on
 non-performing loans amounted to $1.0 million for the six months ended
 June 30, 1998, compared to $1.3 million in the same period a year ago.


                                  9


<PAGE>


 Allowance for Loan Losses

 A standardized process has been established to assess the adequacy of
 the allowance for loan losses and to identify the risks inherent in
 the loan portfolio. This process incorporates credit reviews and gives
 consideration to areas of exposure such as concentrations of credit,
 economic and industry conditions, trends in delinquencies and
 collections, collateral coverage, and the composition of the
 performing and non-performing loan portfolios. The allowance for loan
 losses is maintained at a level that management believes to be
 adequate to absorb anticipated loan losses. The unallocated portion of
 the allowance for loan losses, in excess of specific and general
 reserves, was $182.8 million at June 30, 1998, compared to $166.8
 million at December 31, 1997.

 Transactions in the allowance for loan losses, by loan category, for
 the three and six month periods ended June 30, 1998, and 1997 and
 selected loan quality ratios for the dates indicated are shown in the
 following tables: 


<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Allowance for Loan Losses         Three months                Six months
                                 ended June 30,              ended June 30,
		(In thousands)                 	1998		     1997	          	1998		       1997	
------------------------------------------------------------------------------
<S>                           <C>        <C>              <C>        <C>
 Balance, beginning of period 	$301,264	 	$290,471       		$296,494	 	$280,611	
 Acquisition adjustments, net     	-	         	-	             	-	       	9,994	
   Provision for loan losses    	18,000   		15,090	         	33,000   		30,600	
------------------------------------------------------------------------------
                               	319,264  		305,561        		329,494	  	321,205	
-----------------------------------------------------------------------------   
Loans charged off:								
   Commercial and industrial     	2,824    		6,295	         	11,490    		14,429	
   Construction and development    	939	    	2,148          		1,295	     	2,872	
   Commercial mortgage           	1,847	    	1,652          		2,107	     	5,928	
   Residential mortgage          	3,330    		4,534	          	3,649	     	5,568	
   Consumer                      	8,524	    	6,495         		17,856	    	13,985	
-------------------------------------------------------------------------------
       Total loans charged off  	17,464	   	21,124	         	36,397    		42,782	
--------------------------------------------------------------------------------
   Recoveries:								
   Commercial and industrial     	1,755	    	4,907	          	6,404     		7,533	
   Construction and development  	1,019    		3,042	          	2,817     		3,225	
   Commercial mortgage           	1,431       		79	          	1,718       		832	
   Residential mortgage            	555	      	101	            	829       		593	
   Consumer                      	2,193    		1,500          		3,888     		3,460	
-------------------------------------------------------------------------------
       Total recoveries          	6,953    		9,629	         	15,656	    	15,643	
-------------------------------------------------------------------------------
   Net charge offs              	10,511   		11,495	         	20,741    		27,139	
--------------------------------------------------------------------------------
   Balance, end of period     	$308,753 		$294,066	       	$308,753  		$294,066	
================================================================================
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------

                               	June 30,	       	Dec. 31,	        	June 30,		
	                                 1998           		1997            		1997  		
-----------------------------------------------------------------------------
<S>                         <C>                 <C>             <C>            
   Net charge offs to
      average loans:  							
        Quarter-to-date         	.22%	             	.25%	           	.25%		
        Year-to-date            	.22              		.29            		.30   		
   Allowance for loan losses to:							
      Total loans              	1.57  	           	1.57           		1.58  		
      Non-performing loans   	432.09           		348.45         		266.90  		
      Non-performing assets  	384.17           		298.47         		222.80  		
----------------------------------------------------------------------------
</TABLE>


                                    10

<PAGE>


RESULTS OF OPERATIONS

Net income for the quarter ended June 30, 1998, was $118.5 million, or
 $.67 per basic share compared to $105.1 million or $.60 per basic
 share for the second quarter of 1997. On a diluted per share basis,
 net income for the three months ended, was $.66 per diluted share
 compared to $.59 for the same period in 1997. 

For the six months ended June 30, 1998, net income was $230.9 million
 or $1.31 per basic share compared to $187.5 million or $1.07 per basic
 share, after merger-related charges. On a diluted basis, net income
 for the six months ended, was $1.29 per diluted share, compared to
 $1.06 for the six months ended June 30, 1997. The results for the six
 months ended June 30, 1997, included merger-related restructuring
 charges of $26.5 million ($16.7 million, after tax) recorded in the
 first quarter of 1997, associated with the acquisition of BMJ.


The following are key performance indicators for the three and six
 month periods ended June 30, 1998, and 1997.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
(In thousands, except per share)
--------------------------------------------------------------------------------------
                           Three  months ended June 30,    Six months ended June 30, 
Before merger-related charges    	1998       	1997           	1998         	1997	
--------------------------------------------------------------------------------------
<S>                            <C>         <C>            <C>            <C>           
  Net income                   	$118,477   	$105,058      	$230,894      	$204,220   	
  Net income per share:  	
    Basic	                         $0.67      	$0.60         	$1.31         	$1.17   	
    Diluted                        	0.66       	0.59          	1.29          	1.15   	
  Dividends per share              	0.30       	0.24          	0.57          	0.48   	
  Return on:					
    Average assets                 	1.56%      	1.46%         	1.54%         	1.43%	
    Average common equity         	17.86      	17.16         	17.46         	16.97   	
  Efficiency ratio                	49.81      	50.03         	50.83         	50.36   	
-------------------------------------------------------------------------------------
After merger-related charges					
-------------------------------------------------------------------------------------
  Net income                   	$118,477   	$105,058      	$230,894      	$187,540   	
  Net income per share: :	         		         		
    Basic                         	$0.67      	$0.60         	$1.31         	$1.07   	
    Diluted                        	0.66       	0.59          	1.29          	1.06   	
  Return on:					
    Average assets                 	1.56%      	1.46%         	1.54%         	1.32%	
    Average common equity         	17.86      	17.16         	17.46         	15.59   	
-------------------------------------------------------------------------------------
</TABLE>


Net Interest Income

Interest income on a tax-equivalent basis was $1.1 billion for the six
 months ended June 30, 1998, an increase of $48.6 million, or 4.7
 percent, compared to a year ago. Interest-earning assets averaged
 $28.6 billion, an increase of $1.5 billion, or 5.7 percent compared to
 the prior year period. The increase in interest-earning assets
 contributed $65.0 million to the increase in tax-equivalent interest
 income, partially offset by a decline of $16.4 million due to the
 reduction in the yield on interest-earning assets. While the average
 balance of interest-earning assets increased over the period, the rate
 earned on the overall balance decreased 6 basis points from 7.65
 percent in 1997 to 7.59 percent in 1998. The decrease was generally
 the result of maturing assets being reinvested in a lower interest
 rate environment.

                                     11

<PAGE>


Interest expense increased $32.3 million, or 7.2 percent, for the six
 months ended June 30, 1998, compared to the same period in 1997. The
 increase in the rate paid for interest-bearing liabilities contributed
 $7.9 million to the increase in interest expense. The increase in the
 rate paid on interest-bearing liabilities was largely attributable to
 the increase in the average rate paid on time deposits, from 5.15
 percent in the 1997 period to 5.31 percent in 1998 as a result of a
 shift from lower rate savings and money market accounts to higher cost
 tiered and retail CDs. The remaining $24.4 million in interest expense
 was attributable to an increase in interest-bearing liabilities used
 to fund the growth in the loan and investment portfolios.
 Interest-bearing liabilities averaged $22.8 billion, an increase of
 $875.7 million, or 4.0 percent, from the prior year period. 

The rate/volume table below presents an analysis of the impact on
 interest income and expense resulting from changes in average volumes
 and rates over the periods. Changes that are not due to volume or rate
 variances have been allocated proportionally to both, based on their
 relative absolute values.

<TABLE>

<CAPTION>
--------------------------------------------------------------------------------------
Rate/Volume Table							

                                         	Amount of  Increase(Decrease)						
--------------------------------------------------------------------------------------
                              	Three months ended June 30,   	Six months ended June 30,
                                     1998 versus 1997              1998 versus 1997
--------------------------------------------------------------------------------------
                               	Due to change in:	         			Due to change in: 		
---------------------------------------------------------------------------------------
(Tax-equivalent basis, in millions)
                              	Volume    	Rate   	Total	    	Volume   	Rate   	Total
---------------------------------------------------------------------------------------
<S>                            <C>     <C>       <C>        <C>      <C>      <C>  
Interest Income							
  Loans:							
     Commercial	                $30.4  	$(13.6)  	$16.8 	    	$40.7  	$(8.7)  	$32.0 
     Commercial mortgage	         4.3    	(5.6)   	(1.3)	      	0.5   	(3.1)  	(2.6)
     Residential mortgage	       (5.4)   	(1.7)   	(7.1)    		(11.6)  	(3.0) 	(14.6)
     Consumer	                    8.0    	(0.7)    	7.3 	     	16.5   	(0.6)   	15.9 
---------------------------------------------------------------------------------------
       Total loans	              37.3   	(21.6)   	15.7 	     	46.1  	(15.4)   	30.7 
  Securities held to maturity   (13.4)   	(1.2)  	(14.6)    		(35.1)  	(2.4) 	(37.5)
  Securities available for sale  27.6    	(6.4)   	21.2      		57.0    	0.1    	57.1 
  Other interest-earning asset	  (1.3)    	0.0    	(1.3)     		(3.0)   	1.3   	(1.7)
----------------------------------------------------------------------------------------
      Total interest income    	$50.2  	$(29.2)  	$21.0     		$65.0 	$(16.4)  	$48.6 
---------------------------------------------------------------------------------------- 							
Interest Expense 							
  Deposits:							
    Savings deposits           	$(1.8)  	$(1.0)  	$(2.8)	    	$(2.3) 	$(1.0) 	$(3.3)
    Time deposits              	(12.3)   	11.0    	(1.3)    		(13.3)  	12.1   	(1.2)
    Commercial CD's > $100 M	     0.2     	0.0     	0.2       		1.1    	0.3     	1.4 
--------------------------------------------------------------------------------------
      Total deposits           	(13.9)   	10.0    	(3.9)    		(14.5)  	11.4   	(3.1)
  Other interest-bearing
       liabilities              	28.1   	(10.7)   	17.4      		38.9   	(3.5)   	35.4 
--------------------------------------------------------------------------------------
      Total interest expense    	14.2    	(0.7)   	13.5      		24.4    	7.9    	32.3 
--------------------------------------------------------------------------------------
Net interest income            	$36.0  	$(28.5)   	$7.5     		$40.6 	$(24.3)  	$16.3 
======================================================================================
</TABLE>

Net interest income on a tax-equivalent basis was $590.4 million for
 the six months ended June 30, 1998, an increase of $16.3 million, or
 2.8 percent, compared to the same period in 1997.

The net interest spread percentage on a tax-equivalent basis (the
 difference between the rate earned on average interest-earning assets
 and the rate paid on average interest bearing liabilities) was 3.31
 percent for the six months ended June 30, 1998, compared to 3.49
 percent for the prior year period. Net interest margin (net interest
 income on a tax-equivalent basis as a percentage of average
 interest-earning assets) was 4.17 percent for the six months ended
 June 1998, compared to 4.28 percent during the same period in 1997.
 The decline in net interest spread and net interest margin can
 primarily be attributed to maturing assets being invested in a lower
 interest rate environment, and a change in the mix of funding, from
 deposits to borrowings.

                                     12


<PAGE>
<TABLE>
 
 
 
 
                       Summit Bancorp and Subsidiaries
      Consolidated Average Balance Sheets with Resultant Interest and Rates
                                    Unaudited
                 (Tax-equivalent basis, dollars in thousands)

<CAPTION>
 
 
                                                                 Three Months Ended June 30,
                                             ------------------------------------------------------------------
                                                            1998                              1997
                                             --------------------------------------------------------------
                                               Average              Average      Average              Average
                                               Balance    Interest   Rate        Balance    Interest   Rate
                                             ------------ --------- --------   ------------ --------- --------
<S>                                         <C>         <C>       <C>        <C>          <C>        <C>     
Assets
Interest-earning-assets:
  Federal funds sold and securities purchased
    under agreements to resell              $    15,035  $    236     6.30 %  $    91,877  $  1,344     5.87 %
  Interest-bearing deposits with banks           24,770       375     6.07         15,822       218     5.53
  Securities:
    Trading account securities                   22,661       360     6.37         37,073       764     8.27
    Securities available for sale             4,816,731    76,938     6.39      3,427,850    55,692     6.50
    Securities held to maturity               4,402,545    70,391     6.40      5,236,067    85,033     6.50
                                             ------------ --------- --------   ------------ --------- --------
      Total securities                        9,241,937   147,689     6.39      8,700,990   141,489     6.50
                                             ------------ --------- --------   ------------ --------- --------
  Loans:
    Commercial                                6,528,314   137,113     8.42      5,628,057   120,320     8.57
    Commercial mortgage                       2,833,291    59,696     8.43      2,795,811    61,002     8.73
    Residential mortgage                      5,721,791   104,842     7.33      6,015,922   111,924     7.44
    Consumer                                  4,359,659    91,587     8.43      4,004,200    84,250     8.44
                                             ------------ --------- --------   ------------ --------- --------
      Total loans                            19,443,055   393,238     8.11     18,443,990   377,496     8.21
                                             ------------ --------- --------   ------------ --------- --------
      Total interest-earning assets          28,724,797   541,538     7.56     27,252,679   520,547     7.66
                                             ------------ --------- --------   ------------ --------- --------
Non-interest earning assets:
  Cash and due from banks                     1,005,805                           987,413
  Allowance for loan losses                    (305,566)                         (299,375)
  Other assets                                  965,884                           936,257
                                             ------------                      ------------
      Total non-interest earning assets       1,666,123                         1,624,295
                                             ------------                      ------------
Total Assets                                $30,390,920                       $28,876,974
                                             ============                      ============
 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Savings deposits                          $ 9,419,197    60,329     2.57    $ 9,686,602    63,083     2.61
  Time deposits                               7,071,065    93,377     5.30      7,347,987    94,704     5.17
  Commercial certificates of deposit
    $100,000 and over                           906,884    12,302     5.44        893,680    12,120     5.44
                                             ------------ --------- --------   ------------ --------- --------
      Total interest-bearing deposits        17,397,146   166,008     3.83     17,928,269   169,907     3.80
                                             ------------ --------- --------   ------------ --------- --------
  Other borrowed funds                        3,690,155    50,105     5.45      3,219,353    44,064     5.49
  Long-term debt                              1,742,456    27,382     6.29        880,643    16,045     7.29
                                             ------------ --------- --------   ------------ --------- --------
      Total interest-bearing liabilities     22,829,757   243,495     4.28     22,028,265   230,016     4.19
                                             ------------ --------- --------   ------------ --------- --------
Non-interest bearing liabilities:
  Demand deposits                             4,510,854                         4,060,779
  Other liabilities                             389,433                           332,565
                                             ------------                      ------------
      Total non-interest bearing liabilities  4,900,287                         4,393,344
Shareholders' Equity                          2,660,876                         2,455,365
                                             ------------                      ------------
Total Liabilities and Shareholders' Equity  $30,390,920                       $28,876,974
                                             ============ ---------            ============ ---------
Net interest income (tax-equivalent basis)                298,043     3.28 %                290,531     3.47 %
                                                          --------- ========                --------- ========
Tax-equivalent basis adjustment (based on a
     Federal income tax rate of 35%)                       (3,150)                           (3,716)
                                                          ---------                         ---------
Net interest income                                      $294,893                          $286,815
                                                          =========                         =========
Net interest income as a percent of interest
     earning assets (tax-equivalent basis)                            4.16 %                            4.28 %
                                                                    ========                          ========
 
</TABLE> 
 
 
 
 
 
                                          13

 
<PAGE>
<TABLE> 
 
 
                       Summit Bancorp and Subsidiaries
    Consolidated Average Balance Sheets with Resultant Interest and Rates
                                   Unaudited
                 (Tax-equivalent basis, dollars in thousands)
 

<CAPTION>
 
                                                                Six Months Ended June 30,
                                           --------------------------------------------------------------------------
                                                           1998                                  1997
                                           --------------------------------------------------------------------------
                                            Average                 Average       Average                 Average
                                             Balance     Interest     Rate         Balance     Interest     Rate
 
<S>                                      <C>          <C>         <C>          <C>          <C>           <C>       
Assets                                     ------------ ----------- ----------   ------------ ----------- ----------
Interest-earning-assets:
  Federal funds sold and securities purchased
    under agreements to resell            $    22,072  $      643       5.87 %  $    98,452  $    2,597       5.32 %
  Interest-bearing deposits with banks         25,911         806       6.27         14,163         391       5.57
  Securities:
    Trading account securities                 27,863         942       6.82         34,623       1,138       6.63
    Securities available for sale           5,089,824     162,581       6.39      3,303,193     105,431       6.38
    Securities held to maturity             4,187,363     134,302       6.41      5,288,703     171,786       6.50
                                           ------------ ----------- ----------   ------------ ----------- ----------
      Total securities                      9,305,050     297,825       6.40      8,626,519     278,355       6.45
                                           ------------ ----------- ----------   ------------ ----------- ----------
  Loans:
    Commercial                              6,363,227     265,659       8.42      5,523,801     233,659       8.53
    Commercial mortgage                     2,801,791     118,832       8.48      2,798,087     121,448       8.68
    Residential mortgage                    5,722,116     209,628       7.33      6,032,323     224,231       7.43
    Consumer                                4,314,428     180,654       8.44      3,933,338     164,749       8.45
                                           ------------ ----------- ----------   ------------ ----------- ----------
      Total loans                          19,201,562     774,773       8.14     18,287,549     744,087       8.21
                                           ------------ ----------- ----------   ------------ ----------- ----------
      Total interest-earning assets        28,554,595   1,074,047       7.59     27,026,683   1,025,430       7.65
                                           ------------ ----------- ----------   ------------ ----------- ----------
Non-interest earning assets:
  Cash and due from banks                   1,017,587                             1,058,270
  Allowance for loan losses                  (303,828)                             (297,594)
  Other assets                                956,368                               920,682
                                           ------------                          ------------
      Total non-interest earning assets     1,670,127                             1,681,358
                                           ------------                          ------------
Total Assets                              $30,224,722                           $28,708,041
                                           ============                          ============
 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Savings deposits                        $ 9,478,456     121,881       2.59    $ 9,662,614     125,173       2.61
  Time deposits                             7,163,649     188,693       5.31      7,428,550     189,874       5.15
  Commercial certificates of deposit
    $100,000 and over                         912,386      24,559       5.43        872,346      23,174       5.36
                                           ------------ ----------- ----------   ------------------------ ----------
      Total interest-bearing deposits      17,554,491     335,133       3.85     17,963,510     338,221       3.80
                                           ------------ ----------- ----------   ------------------------ ----------
  Other borrowed funds                      3,588,557      96,893       5.44      3,135,772      85,150       5.48
  Long-term debt                            1,630,478      51,640       6.33        798,497      27,944       7.00
                                           ------------ ----------- ----------   ------------------------ ----------
      Total interest-bearing liabilities   22,773,526     483,666       4.28     21,897,779     451,315       4.16
                                           ------------ ----------- ----------   ------------------------ ----------
Non-interest bearing liabilities:
  Demand deposits                           4,402,440                             4,050,466
  Other liabilities                           381,470                               333,241
                                           ------------                          ------------
      Total non-interest bearing liabilities4,783,910                             4,383,707
Shareholders' Equity                        2,667,286                             2,426,555
                                           ------------                          ------------
Total Liabilities and Shareholders' Equity$30,224,722                           $28,708,041
                                           ============ -----------              ============ -----------
Net interest income (tax-equivalent basis)                590,381       3.31 %                  574,115       3.49 %
                                                        ----------- ==========                ----------- ==========
Tax-equivalent basis adjustment (based on a
     Federal income tax rate of 35%)                       (6,330)                               (7,285)
                                                        -----------                           -----------
Net interest income                                    $  584,051                            $  566,830
                                                        ===========                           ===========
Net interest income as a percent of interest
     earning assets (tax-equivalent basis)                              4.17 %                                4.28 %
                                                                    ==========                            ==========
 
 
 </TABLE>
 
 
 
 
 
 
                                      14



<PAGE>

Non-Interest Income

 Non-interest income categories for the three and six month periods
 ended June 30, 1998, and 1997, are shown in the following table:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
(In millions)               Three months ended June 30,        Six months ended June 30, 
-------------------------------------------------------------------------------------------  
                                                 Percent                            Percent  
                            1998       1997       Change	     1998          1997     Change		
-------------------------------------------------------------------------------------------
<S>                       <C>       <C>          <C>        <C>           <C>       <C>     
Service charges on
 deposit accounts         	$31.7     	$28.3       	11.7%	   	$61.9        	$56.6	      9.5%
Service and loan fee income	15.2      	12.9       	17.6     		28.1         	24.2     	15.9
Trust and investment
 services income           	15.0      	11.4       	31.8     		28.4         	22.7     	25.3
Other                      	25.2      	18.1       	39.3     		46.8         	35.2     	32.7
--------------------------------------------------------------------------------------------
  Total non-interest
     operating income      	87.1      	70.7       	23.1    		165.2        	138.7     	19.1
Securities gains            	3.0       	0.8      	296.4      		4.5          	2.2    	103.9  
--------------------------------------------------------------------------------------------
   Total non-interest
       income             	$90.1     	$71.5       	26.0%	  	$169.7       	$140.9	     20.4%
============================================================================================

</TABLE>

 The increase in income from service charges on deposits for the three and
 six month periods ended June 30, 1998, was primarily the result of the
 increase in rates and a change in the method used to assess charges
 for nonsufficient funds. 

 The increase in service and loan fee income for the three and six
 months ended June 30, 1998, was primarily due to increased
 originations and gains on sales of mortgage loans. 

 The increase in trust and investment services fees for the three and
 six month periods ended June 30, 1998, was generally due to increases
 in asset management advisory fees and fees from sales of proprietary
 and third party mutual funds.

 The increase in other non-interest income for the 1998
 periods was largely attributable to increased insurance fees generated
 by Corporate Dynamics and Philadelphia Benefits Corp., the recently
 acquired subsidiaries. Also contributing to the increase were gains on
 the sale of branches and deposits and ATM access fees.

Non-Interest Expenses

 Non-interest expense categories for the three and six month periods
 ended June 30, 1998, and 1997, are shown in the following table:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
(In millions)          Three months ended June 30,             Six months ended June 30,
---------------------------------------------------------------------------------------------
                                            Percent                                  Percent   
                     1998          1997      Change         1998          1997        Change		
---------------------------------------------------------------------------------------------
<S>                <C>           <C>          <C>        <C>           <C>             <C>   
Salaries           	$74.4        	$72.3        2.9%	     	$150.9       	$142.9	         5.6%
Pension and other
  employee benefits 	27.2         	22.5      	20.7   	     	53.8         	47.7        	12.9    
Furniture and 
  equipment         	20.8         	19.9       	4.6        		41.2         	38.2	         7.9    
Occupancy, net      	17.6         	17.8      	(1.4)       		36.1         	36.3        	(0.5)   
Communications       	9.1          	8.6       	5.6        		18.6         	17.3         	7.2    
Other               	42.8         	40.2       	6.6        		83.0         	79.4	         4.4    
----------------------------------------------------------------------------------------------
    Total non-interest
       operating
          expenses 	191.9        	181.3       	5.8       		383.6        	361.8         	6.0    
----------------------------------------------------------------------------------------------
Merger-related charges	-	           -          	-           		-          	26.5	      (100.0)         
----------------------------------------------------------------------------------------------
   Total non-interest
     expenses     	$191.9       	$181.3       	5.8%	     	$383.6       	$388.3	        (1.2)%
----------------------------------------------------------------------------------------------
</TABLE>

                                      15

<PAGE>

 Salaries and employee benefits increased $2.1 million or 2.9 percent
 and $4.7 million or 20.7 percent, respectively, for the quarter ended
 June 30, 1998, compared to 1997. For the six months ended June 30,
 1998, compared to 1997, these costs increased $8.0 million or 5.6
 percent and $6.1 million or 12.9 percent, respectively. Salaries and
 employee benefits reflect merit increases and increased incentive
 compensation linked to sales efforts. Partially offsetting the
 increases in salaries and benefits expense was the impact of adopting
 Statement of Position No. 98-1 providing for the capitalization of
 certain salary and benefit costs associated with internally developed
 software, which for the six months ended June 30, 1998, amounted to
 $1.4 million and $0.3 million, respectively.

 Furniture and equipment expenses increased $0.9 million or 4.6 percent
 for the quarter ended June 30, 1998, compared with 1997, and increased
 $3.0 million or 7.9 percent for the six months ended June 30, 1998,
 compared with the same period a year ago. This increase was primarily
 due to increases in leasing expenses associated with computer
 equipment.

 Communications expense increased $0.5 million or 5.6 percent for the
 three months ended June 30, 1998, compared with 1997, and increased
 $1.3 million or 7.2 percent for the six months ended 1998 when
 compared with the six months ended 1997. The increase was primarily
 due to expanded on line telephone system usage and equipment costs.
 
 Other expenses, which did not vary significantly from period to period,
 were largely comprised of legal and professional fees of $15.5
 million, advertising and public relations expenses of $12.3 million
 and amortization of goodwill and intangibles of $9.4 million for the
 six months ended June 30, 1998.

 The effective income tax rate was 32.3 percent for the three months
 ended June 30, 1998, and 31.5 percent for the six months then ended,
 compared with 35.1 percent for each of the comparable 1997 periods.
 The decrease in the effective income tax rate was the result of the
 implementation of business strategies, including the realignment of
 corporate entities. The lower effective income tax rate is expected to
 continue throughout the remainder of 1998.

YEAR 2000

 The Company began taking a proactive stance regarding this issue in
 1995 and has been working to prepare its computer systems and
 applications for the Year 2000. This process involves reviewing,
 modifying and replacing existing hardware and software as necessary
 and communicating with external providers and customers to determine
 whether they are addressing their Year 2000 issues appropriately.

 The Company remains on schedule with its initial plans to have all of
 its software tested and Year 2000 ready by first quarter, 1999. At
 June 30, 1998, approximately 85 percent of all software code has been
 remediated and is in testing. Testing has been completed on 43 percent
 of this software. Of the mission critical systems 65 percent are in
 testing and 20 percent have been completed. The cost for the
 millennium conversion, which is being expensed as incurred, is
 estimated to be $23 million and will be funded through operating cash
 flows.

 The Company has also initiated discussions with third parties, such as
 vendors, customers, governmental entities and others, to attempt to
 obtain assurance that they have appropriate plans to be Year 2000
 compliant. At June 30, 1998, the Company has started to evaluate third
 party compliance with Year 2000 issues. Failure of the Company or
 third parties to correct Year 2000 issues could cause disruption of
 operations resulting in increased operating costs. In addition, to the
 extent customers' financial positions are weakened as a result of Year
 2000 issues, credit quality could be adversely affected. The Company
 believes at this time that its efforts are adequate to address its
 Year 2000 concerns. However, since it cannot predict whether its
 vendors and customers will be successful in becoming Year 2000
 compliant it is formulating detailed contingency plans to address the
 potential of a disruption of operations. 

                                  16

<PAGE>

 In addition, the Company receives guidance from the Federal Financial
 Institutions Examination Council (FFIEC), the formal interagency body
 empowered to prescribe uniform principles, standards, and examination
 procedures for the examination of financial institutions by the
 federal regulatory agencies, and participates in scheduled federal
 Year 2000 examinations. These examinations are being conducted to
 assess each financial institution's Year 2000 efforts.

 The cost of the project and the expected completion dates are based on
 management's best estimates. However, there can be no guarantee that
 these estimates will be achieved and actual results could differ
 materially.

LIQUIDITY

 Liquidity is the ability to meet the borrowing needs and deposit
 withdrawal requirements of customers and support asset growth.
 Principal sources of liquidity are deposit generation, access to
 purchased funds, maturities and repayments of loans and investment
 securities and interest and fee income.

 The consolidated statements of cash flows present the change in cash
 and due from banks from operating, investing and financing activities.
 During the first six months of 1998, net cash provided by operating
 activities totaled $186.2 million. Contributing to net cash provided
 by operating activities were the results of operations, plus noncash
 expenses, and proceeds from the sales of mortgages held for sale.
 Partially offsetting the contributions to operating cash were funds
 used to originate mortgage loans held for sale and noncash revenues. 

 Net cash used in investing activities totaled $1.1 billion. For the six
 months ended June 30, 1998, net cash used in transactions involving
 the investment portfolios totaled $126.4 million, while the growth in
 the loan portfolio used $753.1 million.

 Scheduled maturities and anticipated principal repayments of the held
 to maturity portfolio will approximate $0.8 billion throughout the
 balance of 1998. In addition, the securities available for sale
 portfolio is another source of liquidity. These sources can also be
 used to meet the funding needs during periods of loan growth.
 
 Net cash provided by financing activities totaled $.9 billion. During
 the first six months of 1998, other borrowed funds and long-term debt
 increased $1.4 billion. This increase was partially offset by the
 decrease in total deposits of $223.0 million, the purchase of the
 Company's common stock of $192.3 million, and the payment of common
 stock dividends.

 Liquidity is also available through additional lines of credit and the
 ability to incur additional debt. The banking subsidiaries have
 established lines of credit with the Federal Reserve Bank and the
 Federal Home Loan Bank of New York and other correspondent banks which
 further support and enhance liquidity.

 Liquidity is also important at the Parent Company in order to provide
 funds for operations and to pay dividends to shareholders. Parent
 Company cash requirements are met primarily through management fees
 and dividends from its subsidiaries, the issuance of short and
 long-term debt and the exercise of stock options. The amount of
 dividends that can be assessed to the bank subsidiaries is subject to
 certain regulatory restrictions.


                                   17

<PAGE>

LOOKING AHEAD

 This report contains certain forward-looking statements, either
 expressed or implied, which are provided to assist the reader to
 understand anticipated future financial performance. These
 forward-looking statements involve certain risks, uncertainties,
 estimates and assumptions made by management. 

 Factors that may cause actual results to differ from those results
 expressed or implied include, but are not limited to, the interest
 rate environment and the overall economy, the ability of customers to
 repay their obligations, the adequacy of the allowance for loan
 losses, the progress of integrating acquired financial institutions,
 competition and technological changes, including the Year 2000 issue.
 Although management has taken certain steps to mitigate the negative
 effect of the above mentioned items, significant unfavorable changes
 could severely impact the assumptions used and have an adverse affect
 on profitability.

                                18

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
------------------------------------------------------

 Due to the nature of the Company's business, the Company's market risk
 is primarily its exposure to interest rate risk. Interest rate risk is
 the impact that changes in interest rates have on future earnings. The
 principal objective in managing interest rate risk is to maximize net
 interest income within the acceptable levels of risk that have been
 previously established by policy. This risk can be reduced by various
 strategies, including the administration of liability costs, the
 reinvestment of asset maturities and the use of off-balance sheet
 financial instruments. The Company has limited risks
 associated with foreign currencies and commodities.

 Interest rate risk is monitored through the use of simulation modeling
 techniques which apply alternative interest rate scenarios to periodic
 forecasts of future business activity and estimate the related impact
 on net interest income. The use of simulation modeling assists
 management in its continuing efforts to achieve earnings growth in
 varying interest rate environments.

 Key assumptions in the model include anticipated prepayments on
 mortgage-related instruments, contractual cash flow and maturities of
 all financial instruments including derivatives, anticipated future
 business activity, deposit sensitivity and changes in market
 conditions. Selected core deposit rates are held constant based on the
 results of analysis of historical rate movements.

 These assumptions are inherently uncertain, and as a result, these
 models cannot precisely estimate the impact that higher or lower rate
 environments will have on net interest income. Actual results will
 differ from simulated results due to timing, magnitude and frequency
 of interest rate changes, changes in market conditions as well as
 changes in management's strategies.

 Based on the results of the interest simulation model as of June 30,
 1998, if interest rates increase or decrease 100 basis points from
 current rates in an immediate and parallel shock over a twelve month
 period, the Company would expect a decrease of $10.0 million in net
 interest income and an increase of $4.0 million in net interest
 income, respectively. The results of the interest simulation model as
 of June 30, 1998, do not represent a material change from the amounts
 previously reported as of December 31, 1997.

 Interest rate risk management efforts also involve the use of certain
 derivative financial instruments for the purpose of stabilizing net
 interest income in a changing interest rate environment. The
 derivative financial instruments portfolio consists of interest rate
 swaps and floors. At June 30, 1998, the notional values of the swaps
 and floors were $424.0 million and $430.0 million, respectively. These
 derivatives resulted in a net interest income reduction of $1.0
 million for the first six months of 1998. The cost to terminate these
 contracts at June 30, 1998, would have been $.3 million.


                                 19


<PAGE>

 PART II. OTHER INFORMATION
---------------------------

ITEM 1. LEGAL PROCEEDINGS.
--------------------------
 Management does not believe that the ultimate disposition of the
 litigation discussed below will have a material adverse effect on the
 financial position and results of operation of the Company and its
 subsidiaries, taken as a whole.

 1. Annette Loatman on behalf of herself and all others similarly
    ------------------------------------------------------------- 
 situated v. United Jersey Bank, U.S. District Court for the District
 ------------------------------
 of New Jersey, Civil Action No. 95-5258 (JBS), filed on October 4,
 1995. Robert M. Gundle, III, on behalf of himself and all others
       ----------------------------------------------------------
 similarly situated v. Summit Bank, successor in interest to United
-------------------------------------------------------------------
 Jersey Bank, U.S. District Court for the District of New Jersey, Civil
-----------
 Action No. 96-4477 (JBS), filed on October 14, 1996, and Annette
                                                         --------   
 Loatman, on behalf of herself and all others similarly situated v.
-------------------------------------------------------------------
 United Jersey Bank, Superior Court of New Jersey, Camden County,
-------------------
 Docket No. L-3527-96 ("the State Action"), filed April 24, 1996,
 dismissed without prejudice pending the outcome of the federal actions
 on December 9, 1996, and reinstated October 15, 1997 with Robert M.
 Gundle, III as an additional named plaintiff. Reported on Form 10-K
 for the period ended December 31, 1997, and on Form 10-Q for the
 period ended March 31, 1998.  

 In the State Action, on April 27, 1998, the Appellate Division denied
 the Bank's motion for leave to appeal from the trial court's
 certification of the class. The trial court has approved the form of
 notice to the class but has ruled that it need only be sent, at this
 time, to putative members of the class who were customers of United
 Jersey Bank/South, N.A.

 2.  Daniel Iverson, Lawrence Cohen and Terri Cohen, on behalf of
    ------------------------------------------------------------
 themselves and all others similarly situated v. Collective Bank, a
 -----------------------------------------------------------------
 federally chartered savings bank organized under the laws of the
 -----------------------------------------------------------------
 United States of America (improperly named as Collective Bancorp,
 ---------------------------------------------------------------- 
 Inc., a Delaware corporation), on behalf of itself and all others
 -----------------------------------------------------------------
 similarly situated. Superior Court of New Jersey, Atlantic County,
 ------------------
 Docket No. ATL-L-2578-95, filed on July 26, 1995, New Jersey Superior
 Court, Appellate Division, Docket No. A-2251-97T5F.  Reported on Form
 10-K for the period ended December 31, 1997, and on the Form 10-Q for
 the period ended March 31, 1998.  

 On July 9, 1998, the New Jersey Appellate Division reversed the
 decision of the trial court and held that a bank may charge an
 attorney review fee in connection with a residential mortgage loan.

 3.  McAdoo CERCLA Matters. United States of America v. Alcan Aluminum,
     -----------------------------------------------------------------
 Inc., et al United States of America v. Alcan Aluminum et al, United
 ------------------------------------------------------------
 States District Court, Eastern District of Pennsylvania, Civil Action
 No.88-4970; United States of America and the Commonwealth of
            --------------------------------------------------
 Pennsylvania v. Air Products and Chemicals, Inc. et al, United States
 ------------------------------------------------------
 District Court for the Eastern District of Pennsylvania, Civil Action
 No. 97-7140;  United States of America and the Commonwealth of
              --------------------------------------------------
 Pennsylvania v. Air Products and Chemicals, Inc. et al, United States
 ------------------------------------------------------
 District Court for the Eastern District of Pennsylvania, Civil Action
 No. 97-7144.  Reported on Form 10-K for the period ended December 31,
 1997.

 On May 6, 1998, the court approved the consent decrees in each of the
 actions.  The cases are now closed.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
-------------------------------------------------

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
----------------------------------------

 Not applicable.


                                    20

<PAGE>

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

Not applicable

ITEM 5. OTHER INFORMATION.
---------------------------

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
-----------------------------------------

(a)	Exhibits
------------

	(10) FF (ii)    Summit Bancorp. Executive Severance Plan Participation Letter.

 (27)            Summit Bancorp. financial data schedule-June 30, 1998


(b)	Reports on Form 8-K
-----------------------

	None.

                                       21

<PAGE>


SIGNATURE
---------


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





                                            				       SUMMIT BANCORP.  
                                                      -----------------
                                                		     	 Registrant



     DATE:   August 13, 1998    BY:        	 	       /s/ WILLIAM J. HEALY
                                                    ---------------------   
                                                       William J. Healy
                                         Executive Vice President, Comptroller
                                                and Chief Accounting Officer
                                         			       (Duly Authorized Officer)
                       


                                     22

<PAGE>

                                EXHIBIT INDEX
                               ----------------


  Exhibit No.	                        Description  
--------------  ------------------------------------------------------------

*(10) FF (ii)  	Summit Bancorp. Executive Severance Plan Participation Letter.

 (27)           Summit Bancorp. financial data schedule-June 30, 1998 

* Management contract or compensatory plan or arrangement. 	


                                       23