CERTIFICATE OF AMENDMENT
                                 TO THE
                       CERTIFICATE OF INCORPORATION
                                   OF
                             SUMMIT BANCORP.
                             _______________



To:  	The Secretary of State
     	State of New Jersey


	    Pursuant to the provisions of Section 14A:7-15.1(3) of the New Jersey
Business Corporation Act, the undersigned corporation hereby executes the 
following Certificate of Amendment to its Restated Certificate of 
Incorporation dated August 8, 1997 (the "Certificate of Incorporation"):


1.	The name of the corporation is Summit Bancorp. (the "Corporation").


2.	The Board of Directors of the Corporation duly adopted a resolution 
approving of the division of the shares of the Corporation at a regular 
meeting of the Board of Directors held on August 20, 1997.


3.	The Amendment to the Certificate of Incorporation set forth in Section 
Five hereof shall not adversely affect the rights or preferences of the 
holders of outstanding shares of any class or series and will not result in 
the percentage of authorized shares that remains unissued after the share 
division exceeding the percentage of authorized shares that was unissued 
before the share division.


4.	(a)	The Two Hundred Sixty Million (260,000,000) shares of the Common 
Stock, $1.20 par value per share, of the Corporation presently authorized 
are to be divided into Three Hundred Ninety Million (390,000,000) of Common 
Stock, $0.80 par value per share.

  	(b)	The Four Million (4,000,000) shares of the Preferred Stock, without 
par value, of the Corporation presently authorized are to be divided into 
Six Million (6,000,000) shares of the Preferred Stock, without par value.


5.	The following amendment to the Certificate of Incorporation set forth 
below was approved by the Board of Directors of the Corporation on August 20,
1997 in connection with the three-for- two division of the shares of the 
capital stock of the Corporation authorized, issued and outstanding at the 
close of business September 3, 1997, payable on September 24, 1997 to 
shareholders of record 

<PAGE>

at the close of business on September 3, 1997 and the 
change in the par value of all authorized common stock of the Corporation
from $1.20 per share to $0.80 per share:

	  3. 	The total number of shares of capital stock authorized and which 
   may be issued by this Corporation is Three Hundred Ninety-Six Million 
   (396,000,000) shares, of which Three Hundred Ninety Million (390,000,000) 
   shares of Eighty Cents ($0.80) par value each shall be designated as Common 
   Stock, and of which Six Million (6,000,000) shares without par value shall 
   be designated as Preferred Stock.  All or any part of such authorized 
   Common Stock and Preferred Stock may be issued by the Corporation from 
   time to time and for such consideration as may be determined upon and 
   fixed by the Board of Directors as provided by law. 

6.	The dividend of shares set forth herein is to become payable and the 
amendment to the Certificate of Incorporation set forth herein is to become 
effective at 11:59 p.m., September 24, 1997.



Dated this 16th day of September, 1997.

	   			
                                   						By:/s/RICHARD F. OBER, JR.
                                            _______________________________
							                                        Richard F. Ober, Jr.
						   	                                     Executive Vice President