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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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


            NEW JERSEY                                        52-1273725
  (State or other jurisdiction                             (I.R.S. employer
of incorporation or organization)                       identification number)


                    2455 Morris Avenue, Union, NJ 07083-0007
               (Address of principal executive offices; zip code)

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

                  2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                               ANTHONY C. WEAGLEY
                           VICE PRESIDENT & TREASURER
                              CENTER BANCORP, INC.
                    2455 MORRIS AVENUE, UNION, NJ 07083-0007
                                 (609) 419-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            PETER H. EHRENBERG, ESQ.
                              LOWENSTEIN SANDLER PC
                              65 LIVINGSTON AVENUE
                           ROSELAND, NEW JERSEY 07068
                                 (973) 597-2500

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

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
========================== ====================== ======================= ======================= =====================
                                                         Proposed              Proposed
Title of Securities             Amount to be         Maximum Offering       Maximum Aggregate            Amount of
to be Registered                 Registered          Price per Share (2)    Offering Price (2)        Registration Fee
-------------------------- ---------------------- ----------------------- ----------------------- ---------------------
<S>                        <C>                    <C>                     <C>                     <C>
Common   Stock,   no  par
value (1)                   500,000 shares (1)          $11.52                 $ 5,760,000            $ 729.80
========================== ====================== ======================= ======================= =====================
</TABLE>

(1)   Plus such  additional  shares of Common Stock as may be issuable from time
      to time pursuant to the anti-dilution  provisions of the 2003 Non-Employee
      Director Stock Option Plan .

(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis
      of the average of the high and low sale prices for a share of Common Stock
      on the National Market System of NASDAQ on June 1, 2004.

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

<PAGE>

      PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC  allows  us to  "incorporate"  into  this  Registration  Statement
information we file with it in other documents.  This means that we can disclose
important  information to you by referring to other  documents that contain that
information.  The information incorporated by reference is considered to be part
of this Registration Statement,  and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below,  except to the extent information in those documents
is different from the information contained in this Registration Statement,  and
all future documents filed with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities  Exchange Act of 1934 until we terminate the offering of these
shares:

            (a) our Annual  Report on Form 10-K for the year ended  December 31,
2003;

            (b) our  Quarterly  Report on Form 10-Q for the quarter  ended March
31, 2004;

            (c) our proxy statement for our 2004 annual meeting of shareholders;
and

            (d)  the   description   of  our  Common  Stock  set  forth  in  the
Registration Statement on Form 8-A filed by the Company with the SEC pursuant to
Section 12 of the  Exchange Act and filed by the Company with the SEC on June 5,
1996 .

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Subsection  (2) of  Section  3-5,  Title  14A of the New  Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer,  employee or agent of the corporation or a person serving at
the request of the  corporation  as a director,  officer,  trustee,  employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys'  fees),  judgments,  fines,  penalties and amounts paid in settlement
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests  of the  corporation,  and,  with  respect  to any  criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.


                                      -2-
<PAGE>

      Subsection  (3) of Section  3-5  empowers a  corporation  to  indemnify  a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

      Subsection (4) of Section 3-5 provides that to the extent that a corporate
agent has been  successful  in the  defense of any  action,  suit or  proceeding
referred to in subsections (2) and (3) or in the defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) incurred by him in connection therewith.

      Subsection (8) of Section 3-5 provides that the indemnification provisions
in the law shall not exclude any other rights to indemnification that a director
or  officer  may  be  entitled  to  under  a  provision  of the  certificate  of
incorporation,  a by-law,  an agreement,  a vote of shareholders,  or otherwise.
That subsection explicitly permits  indemnification for liabilities and expenses
incurred  in  proceedings  brought  by  or  in  the  right  of  the  corporation
(derivative  proceedings).  The only limit on  indemnification  of directors and
officers  imposed by that  subsection is that a corporation  may not indemnify a
director  or  officer if a  judgment  has  established  that the  director's  or
officer's acts or omissions were a breach of his or her duty of loyalty,  not in
good faith,  involved a knowing  violation of the law, or resulted in receipt of
an improper personal benefit.

      Subsection  (9) of Section 3-5 provides that a corporation is empowered to
purchase and maintain  insurance on behalf of a director or officer  against any
expenses  or  liabilities  incurred in any  proceeding  by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against  expenses and liabilities  under
other provisions of the law.

      The  Registrant's  Restated  Certificate  of  Incorporation  contains  the
following provision regarding indemnification:

      "Every person who is or was a director,  officer, employee or agent of the
corporation, or of any corporation which he served as such at the request of the
corporation,  shall be  indemnified  by the  corporation  to the fullest  extent
permitted by law against all expenses and liabilities  reasonably incurred by or
imposed upon him, in connection  with any proceeding to which he may be made, or
threatened to be made, a party,  or in which he may become involved by reason of
his  being  or  having  been a  director,  officer,  employee  or  agent  of the
corporation,  or of such other  corporation,  whether  or not he is a  director,
officer,  employee or agent of the corporation or such other  corporation at the
time that the expenses or liabilities are incurred."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.


                                      -3-
<PAGE>


ITEM 8. EXHIBITS

      The Exhibits  accompanying this  Registration  Statement are listed on the
accompanying Exhibit Index.

ITEM 9. UNDERTAKINGS

      (a) The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i) To include any  prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

            (ii) To reflect in the  prospectus  any acts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

            (iii) To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.


                                      -4-
<PAGE>


      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                      -5-
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Union,  State of New Jersey, on the 4th day of June,
2004.


                                      CENTER BANCORP, INC..


                                      By: /s/ John J. Davis
                                         ---------------------------------------
                                          John J. Davis
                                          President and Chief Executive Officer


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 4th day of June, 2004.


SIGNATURE                             TITLE

/s/Alexander A. Bol*                  Chairman of the Board
------------------------
Alexander A. Bol


/s/ John J. Davis*                    Director; President and
------------------------
John J. Davis                         Chief Executive Officer


/s/Hugo Barth, III*                   Director
------------------------
Hugo Barth, III


/s/Robert L. Bischoff*                Director
------------------------
Robert L. Bischoff


/s/ Brenda Curtis*                    Director
------------------------
Brenda Curtis


/s/ Donald G. Kein*                   Director
------------------------
Donald G. Kein


/s/ James J. Kennedy*                 Director
------------------------
James J. Kennedy


/s/ Paul Lomakin, Jr.*                Director
------------------------
Paul Lomakin, Jr.



                                      -6-
<PAGE>


/s/Eugene M. Malinowski               Director
------------------------
Eugene M. Malinowski


/s/Herbert Schiller                   Director
------------------------
Herbert Schiller


/s/ Norman F. Schroeder               Director
------------------------
Norman F. Schroeder


/s/William A. Thompson                Director
------------------------
William A. Thompson


/s/ Anthony C. Weagley                Chief Financial and
------------------------              Accounting Officer
Anthony C Weagley


*By: /S/ ANTHONY C. WEAGLEY
    ------------------------------------
    Anthony C. Weagley, Attorney-in-Fact



                                      -7-
<PAGE>

                                  EXHIBIT INDEX

      4.1   The  Registrant's  Certificate of  Incorporation  is incorporated by
            reference to Exhibit 3.1 to the  Registrant's  Annual Report on Form
            10-K for the year ended December 31, 1998.

      4.2   The  Registrant's  By-Laws are  incorporated by reference to Exhibit
            3.2 to the  Registrant's  Annual  Report  on Form  10-K for the year
            ended December 31, 1998.

      5.1   Opinion of Lowenstein Sandler PC.

      10.1  2003 Non-Employee Director Stock Option Plan is incorporated by
            reference to Exhibit C to the Registrant's 2004 proxy statement.

      23.1  Consent of KPMG LLP.

      23.2  Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

      24.1  Power of Attorney.



                                      -8-
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{"company-data": {"conformed-name": "CENTER BANCORP INC", "cik": "0000712771", "assigned-sic": "6022", "irs-number": "521273725", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116174", "film-number": "04849498"}, "business-address": {"street1": "2455 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083", "phone": "9086889500"}, "mail-address": {"street1": "2455 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

            NEW JERSEY                                        52-1273725
  (State or other jurisdiction                             (I.R.S. employer
of incorporation or organization)                       identification number)

                    2455 Morris Avenue, Union, NJ 07083-0007
               (Address of principal executive offices; zip code)

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

                  2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                               ANTHONY C. WEAGLEY
                           VICE PRESIDENT & TREASURER
                              CENTER BANCORP, INC.
                    2455 MORRIS AVENUE, UNION, NJ 07083-0007
                                 (609) 419-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            PETER H. EHRENBERG, ESQ.
                              LOWENSTEIN SANDLER PC
                              65 LIVINGSTON AVENUE
                           ROSELAND, NEW JERSEY 07068
                                 (973) 597-2500

                            -------------------------
CALCULATION OF REGISTRATION FEE
========================== ====================== ======================= ======================= =====================
                                                         Proposed              Proposed
Title of Securities             Amount to be         Maximum Offering       Maximum Aggregate            Amount of
to be Registered                 Registered          Price per Share (2)    Offering Price (2)        Registration Fee
-------------------------- ---------------------- ----------------------- ----------------------- ---------------------
Common   Stock,   no  par
value (1)                   500,000 shares (1)          $11.52                 $ 5,760,000            $ 729.80
========================== ====================== ======================= ======================= =====================
(1)   Plus such  additional  shares of Common Stock as may be issuable from time
      to time pursuant to the anti-dilution  provisions of the 2003 Non-Employee
      Director Stock Option Plan .

(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis
      of the average of the high and low sale prices for a share of Common Stock
      on the National Market System of NASDAQ on June 1, 2004.

================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC  allows  us to  "incorporate"  into  this  Registration  Statement
information we file with it in other documents.  This means that we can disclose
important  information to you by referring to other  documents that contain that
information.  The information incorporated by reference is considered to be part
of this Registration Statement,  and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below,  except to the extent information in those documents
is different from the information contained in this Registration Statement,  and
all future documents filed with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities  Exchange Act of 1934 until we terminate the offering of these
shares:

            (a) our Annual  Report on Form 10-K for the year ended  December 31,
2003;

            (b) our  Quarterly  Report on Form 10-Q for the quarter  ended March
31, 2004;

            (c) our proxy statement for our 2004 annual meeting of shareholders;
and

            (d)  the   description   of  our  Common  Stock  set  forth  in  the
Registration Statement on Form 8-A filed by the Company with the SEC pursuant to
Section 12 of the  Exchange Act and filed by the Company with the SEC on June 5,
1996 .

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Subsection  (2) of  Section  3-5,  Title  14A of the New  Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer,  employee or agent of the corporation or a person serving at
the request of the  corporation  as a director,  officer,  trustee,  employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys'  fees),  judgments,  fines,  penalties and amounts paid in settlement
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests  of the  corporation,  and,  with  respect  to any  criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

                                      -2-
Subsection  (3) of Section  3-5  empowers a  corporation  to  indemnify  a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

      Subsection (4) of Section 3-5 provides that to the extent that a corporate
agent has been  successful  in the  defense of any  action,  suit or  proceeding
referred to in subsections (2) and (3) or in the defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) incurred by him in connection therewith.

      Subsection (8) of Section 3-5 provides that the indemnification provisions
in the law shall not exclude any other rights to indemnification that a director
or  officer  may  be  entitled  to  under  a  provision  of the  certificate  of
incorporation,  a by-law,  an agreement,  a vote of shareholders,  or otherwise.
That subsection explicitly permits  indemnification for liabilities and expenses
incurred  in  proceedings  brought  by  or  in  the  right  of  the  corporation
(derivative  proceedings).  The only limit on  indemnification  of directors and
officers  imposed by that  subsection is that a corporation  may not indemnify a
director  or  officer if a  judgment  has  established  that the  director's  or
officer's acts or omissions were a breach of his or her duty of loyalty,  not in
good faith,  involved a knowing  violation of the law, or resulted in receipt of
an improper personal benefit.

      Subsection  (9) of Section 3-5 provides that a corporation is empowered to
purchase and maintain  insurance on behalf of a director or officer  against any
expenses  or  liabilities  incurred in any  proceeding  by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against  expenses and liabilities  under
other provisions of the law.

      The  Registrant's  Restated  Certificate  of  Incorporation  contains  the
following provision regarding indemnification:

      "Every person who is or was a director,  officer, employee or agent of the
corporation, or of any corporation which he served as such at the request of the
corporation,  shall be  indemnified  by the  corporation  to the fullest  extent
permitted by law against all expenses and liabilities  reasonably incurred by or
imposed upon him, in connection  with any proceeding to which he may be made, or
threatened to be made, a party,  or in which he may become involved by reason of
his  being  or  having  been a  director,  officer,  employee  or  agent  of the
corporation,  or of such other  corporation,  whether  or not he is a  director,
officer,  employee or agent of the corporation or such other  corporation at the
time that the expenses or liabilities are incurred."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

                                      -3-
ITEM 8. EXHIBITS

      The Exhibits  accompanying this  Registration  Statement are listed on the
accompanying Exhibit Index.

ITEM 9. UNDERTAKINGS

      (a) The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i) To include any  prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

            (ii) To reflect in the  prospectus  any acts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and

            (iii) To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                                      -4-
(b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -5-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Union,  State of New Jersey, on the 4th day of June,
2004.

                                      CENTER BANCORP, INC..

                                      By: /s/ John J. Davis
                                         ---------------------------------------
                                          John J. Davis
                                          President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 4th day of June, 2004.

SIGNATURE                             TITLE

/s/Alexander A. Bol*                  Chairman of the Board
------------------------
Alexander A. Bol

/s/ John J. Davis*                    Director; President and
------------------------
John J. Davis                         Chief Executive Officer

/s/Hugo Barth, III*                   Director
------------------------
Hugo Barth, III

/s/Robert L. Bischoff*                Director
------------------------
Robert L. Bischoff

/s/ Brenda Curtis*                    Director
------------------------
Brenda Curtis

/s/ Donald G. Kein*                   Director
------------------------
Donald G. Kein

/s/ James J. Kennedy*                 Director
------------------------
James J. Kennedy

/s/ Paul Lomakin, Jr.*                Director
------------------------
Paul Lomakin, Jr.

                                      -6-
/s/Eugene M. Malinowski               Director
------------------------
Eugene M. Malinowski

/s/Herbert Schiller                   Director
------------------------
Herbert Schiller

/s/ Norman F. Schroeder               Director
------------------------
Norman F. Schroeder

/s/William A. Thompson                Director
------------------------
William A. Thompson

/s/ Anthony C. Weagley                Chief Financial and
------------------------              Accounting Officer
Anthony C Weagley

*By: /S/ ANTHONY C. WEAGLEY
    ------------------------------------
    Anthony C. Weagley, Attorney-in-Fact

                                      -7-
EXHIBIT INDEX

      4.1   The  Registrant's  Certificate of  Incorporation  is incorporated by
            reference to Exhibit 3.1 to the  Registrant's  Annual Report on Form
            10-K for the year ended December 31, 1998.

      4.2   The  Registrant's  By-Laws are  incorporated by reference to Exhibit
            3.2 to the  Registrant's  Annual  Report  on Form  10-K for the year
            ended December 31, 1998.

      5.1   Opinion of Lowenstein Sandler PC.

      10.1  2003 Non-Employee Director Stock Option Plan is incorporated by
            reference to Exhibit C to the Registrant's 2004 proxy statement.

      23.1  Consent of KPMG LLP.

      23.2  Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

      24.1  Power of Attorney.

                                      -8-