**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





______________________





**FORM
      10-QSB/A**


**Amendment
      No. 1**





**(Mark
      One)**


**ý**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


For
      the
      quarterly period ended March 31, 2006





or





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


For
      the
      transition period from _______________________ to
      _____________________





Commission
      file number 0-50055





**SOMERSET
      HILLS BANCORP**


(Exact
      name of Registrant as Specified in Its Charter)





**NEW
      JERSEY**


(State
      or
      other jurisdiction of incorporation or organization)





**22-3768777**


(I.R.S.
      Employer Identification Number)





**155
      MORRISTOWN ROAD**


**BERNARDSVILLE,
      NEW JERSEY 07924**


(Address
      of Principal Executive Offices)





**(908)
      221-0100**


(Issuer’s
      Telephone Number, including area code)








(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 and Exchange Act of 1934 during
      the preceding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.   Yes ý No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.   Yes o No ý









As
      of May
      5, 2006 there were 3,384,724 shares of common stock, no par value,
      outstanding.





















**EXPLANITORY
      NOTE**













We
      are
      filing this Amendment No. 1 to our Quarterly Report on Form 10-QSB for the
      quarter ended March 31, 2006, for the purpose of correcting the format of the
      certifications filed previously as Exhibits 31.1 and 31.2 with the original
      Form
      10-QSB. This Amendment makes only the changes identified above, does not change
      any previously reported financial results, and does not reflect events occurring
      after the date of the original filing of the Registrant’s Quarterly Report on
      Form 10-QSB for the quarter ended March 31, 2006.



























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**ITEM
      3 - CONTROLS AND PROCEDURES**




(a)
            Evaluation
                of disclosure controls and
                procedures




The
      Company carried out an evaluation, under the supervision and with the
      participation of the Company’s management, including the Company’s Chief
      Executive Officer and Chief Financial Officer, of the effectiveness of the
      design and operation of the Company’s disclosure controls and procedures
      pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief
      Executive Officer and Chief Financial Officer concluded that as of the end
      of
      the period reported on in this report, the Company’s disclosure controls and
      procedures are effective in timely alerting them to material information
      relating to the Company (including its consolidated subsidiaries) required
      to be
      included in the Company’s periodic SEC filings.




(b)
            Changes
                in internal controls.




None











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**Part
      II Other Information**











Item
      6. Exhibits





Exhibits





Exhibit
      31.1 - Certification of Stewart E. McClure, Jr. pursuant to SEC Rule
      13a-14(a)


Exhibit
      31.2 - Certification of Gerard Riker pursuant to SEC Rule 13a-14(a)








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**SIGNATURE**





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





**SOMERSET
                HILLS BANCORP**Date:
                June 8, 2006
            By:/s/
                Gerard Riker**GERARD
                RIKER**Executive
                Vice President andChief
                Financial Officer





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