UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): March 3, 2004

                              CENTER BANCORP, INC.

             (Exact Name of Registrant as Specified in its Charter)


                          New Jersey 2-81353 52-1273725
                          -----------------------------
       (State or Other Jurisdiction (Commission File Number) (IRS Employer
                      of Incorporation) Identification No.)


                   2455 Morris Avenue, Union, New Jersey 07083
                   -------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (800) 862-3683

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |X| Written  communications  pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

        On March 3, 2005, the parties to the previously  disclosed agreement and
plan of merger,  dated as of December  17,  2004,  by and among the  Registrant,
Union Center National Bank, a national bank and a wholly-owned subsidiary of the
Registrant,  and Red Oak Bank, a commercial bank chartered under the laws of the
State of New Jersey,  amended and restated  the terms of the original  agreement
and plan of merger.

        The principal  purpose of the amendment and restatement was to eliminate
a contingency relating to the calculation of the cash and stock consideration to
be paid by the  Registrant  in the merger.  Pursuant to the amended and restated
merger  agreement,  each share of Red Oak Bank common stock  outstanding  at the
effective  time of the merger will be converted into the right to receive either
$12.06 per share in cash or 0.9227 of a share of the Registrant's  common stock,
at the election of the  shareholder  and subject to  allocation  provisions  set
forth in the amended and restated agreement and plan of merger. In general,  the
allocation provisions assure that 50% of Red Oak Bank's shares will be converted
into the  Registrant's  common  stock and 50% of Red Oak Bank's  shares  will be
converted into cash. Pursuant to the amended and restated merger agreement,  Red
Oak Bank stock options  outstanding  as of the effective time of the merger will
be converted into options to purchase the Registrant's common stock. At present,
Red Oak Bank has  2,112,630  shares of common stock  outstanding  and options to
purchase 145,736 shares of common stock outstanding.

      Previously,  the agreement and plan of merger  provided that each share of
Red Oak Bank common  stock would be converted  into the right to receive  $12.35
per share in cash or 0.9449 of a share of the Registrant's common stock, subject
to a potential reduction in the cash and stock to be received of up to $0.30 per
Red Oak Bank share. The extent of that reduction depended upon the resolution of
a  contingency  relating to the  termination  of a Red Oak Bank data  processing
agreement.  On  February  28,  2005,  Red Oak  Bank  entered  into an  agreement
resolving this contingency.

      Consummation  of the  merger  remains  subject  to  customary  conditions,
including regulatory approval and the approval of Red Oak Bank's shareholders.

      Members  of the  Board  of  Directors  of Red Oak  Bank  owning a total of
574,335  shares of Red Oak Bank's  common stock have agreed to vote their shares
of Red Oak Bank common stock in favor of the merger.

      A copy of the amended and restated  agreement  and plan of merger is being
filed with this  Current  Report on Form 8-K as Exhibit  2.1. In  addition,  the
Registrant  has issued a press release  describing  the execution of the amended
and restated agreement and plan of merger which is being filed with this Current
Report on Form 8-K as Exhibit 99.1.

Center  Bancorp  plans  to file a  Registration  Statement  on SEC  Form  S-4 in
connection   with  the   merger  and  the   parties   expect  to  mail  a  Proxy
Statement/Prospectus  to shareholders  containing  information about the merger.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION  STATEMENT AND
THE  PROXY   STATEMENT/PROSPECTUS   CAREFULLY  WHEN  THEY  ARE  AVAILABLE.   THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION  ABOUT  CENTER  BANCORP,  RED OAK,  THE MERGER AND RELATED  MATTERS.
Investors  and  security  holders  will be able to obtain  free  copies of these
documents  through the web site  maintained by the U.S.  Securities and Exchange
Commission at http//www.sec.gov.  In addition to the Registration  Statement and
the Proxy  Statement/Prospectus,  Center  Bancorp  files  annual,  quarterly and
special reports,  proxy statements and other information with the Securities and
Exchange  Commission.  You may read and copy any reports,  statements  and other
information  filed by Center  Bancorp at the SEC public  reference  rooms at 450
Fifth Street, N.W.,  Washington,  D.C. 20549 or at the Commission's other public
reference  rooms in New York,  New York and Chicago,  Illinois.  Please call the
Commission at 1-800-SEC-0330 for further  information on public reference rooms.
Center  Bancorp's  filings with the Commission  also are available to the public
from  commercial  document-retrieval  services and at the web site maintained by
the Commission at http://www.sec.gov. Red Oak, its directors, executive officers
<PAGE>

and certain  members of management and employees may be soliciting  proxies from
Red Oak's  stockholders  in favor of the  adoption  of the merger  agreement.  A
description  of any interests  that Red Oak's  directors and executive  officers
have in the merger will be  available  in the Proxy  Statement/Prospectus.  This
Current  Report on Form 8-K does not  constitute an offer of any  securities for
sale.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits

      Exhibit 2.1 - Amended and Restated Agreement and Plan of Merger,  dated as
      of March 3, 2005

      Exhibit 99.1 - Press release dated March 3, 2005
<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 hereunto duly authorized.


                             CENTER BANCORP, INC.

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


Dated:  March 8, 2005
<PAGE>

                                  EXHIBIT INDEX

      Exhibit 2.1 - Amended and Restated Agreement and Plan of Merger,  dated as
      of March 3, 2005

      Exhibit 99.1 - Press release dated March 3, 2005
{"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": "8-K", "act": "34", "file-number": "000-11486", "film-number": "05666564"}, "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"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): March 3, 2004

                              CENTER BANCORP, INC.

             (Exact Name of Registrant as Specified in its Charter)

                          New Jersey 2-81353 52-1273725
                          -----------------------------
       (State or Other Jurisdiction (Commission File Number) (IRS Employer
                      of Incorporation) Identification No.)

                   2455 Morris Avenue, Union, New Jersey 07083
                   -------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (800) 862-3683

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |X| Written  communications  pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

        On March 3, 2005, the parties to the previously  disclosed agreement and
plan of merger,  dated as of December  17,  2004,  by and among the  Registrant,
Union Center National Bank, a national bank and a wholly-owned subsidiary of the
Registrant,  and Red Oak Bank, a commercial bank chartered under the laws of the
State of New Jersey,  amended and restated  the terms of the original  agreement
and plan of merger.

        The principal  purpose of the amendment and restatement was to eliminate
a contingency relating to the calculation of the cash and stock consideration to
be paid by the  Registrant  in the merger.  Pursuant to the amended and restated
merger  agreement,  each share of Red Oak Bank common stock  outstanding  at the
effective  time of the merger will be converted into the right to receive either
$12.06 per share in cash or 0.9227 of a share of the Registrant's  common stock,
at the election of the  shareholder  and subject to  allocation  provisions  set
forth in the amended and restated agreement and plan of merger. In general,  the
allocation provisions assure that 50% of Red Oak Bank's shares will be converted
into the  Registrant's  common  stock and 50% of Red Oak Bank's  shares  will be
converted into cash. Pursuant to the amended and restated merger agreement,  Red
Oak Bank stock options  outstanding  as of the effective time of the merger will
be converted into options to purchase the Registrant's common stock. At present,
Red Oak Bank has  2,112,630  shares of common stock  outstanding  and options to
purchase 145,736 shares of common stock outstanding.

      Previously,  the agreement and plan of merger  provided that each share of
Red Oak Bank common  stock would be converted  into the right to receive  $12.35
per share in cash or 0.9449 of a share of the Registrant's common stock, subject
to a potential reduction in the cash and stock to be received of up to $0.30 per
Red Oak Bank share. The extent of that reduction depended upon the resolution of
a  contingency  relating to the  termination  of a Red Oak Bank data  processing
agreement.  On  February  28,  2005,  Red Oak  Bank  entered  into an  agreement
resolving this contingency.

      Consummation  of the  merger  remains  subject  to  customary  conditions,
including regulatory approval and the approval of Red Oak Bank's shareholders.

      Members  of the  Board  of  Directors  of Red Oak  Bank  owning a total of
574,335  shares of Red Oak Bank's  common stock have agreed to vote their shares
of Red Oak Bank common stock in favor of the merger.

      A copy of the amended and restated  agreement  and plan of merger is being
filed with this  Current  Report on Form 8-K as Exhibit  2.1. In  addition,  the
Registrant  has issued a press release  describing  the execution of the amended
and restated agreement and plan of merger which is being filed with this Current
Report on Form 8-K as Exhibit 99.1.

Center  Bancorp  plans  to file a  Registration  Statement  on SEC  Form  S-4 in
connection   with  the   merger  and  the   parties   expect  to  mail  a  Proxy
Statement/Prospectus  to shareholders  containing  information about the merger.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION  STATEMENT AND
THE  PROXY   STATEMENT/PROSPECTUS   CAREFULLY  WHEN  THEY  ARE  AVAILABLE.   THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION  ABOUT  CENTER  BANCORP,  RED OAK,  THE MERGER AND RELATED  MATTERS.
Investors  and  security  holders  will be able to obtain  free  copies of these
documents  through the web site  maintained by the U.S.  Securities and Exchange
Commission at http//www.sec.gov.  In addition to the Registration  Statement and
the Proxy  Statement/Prospectus,  Center  Bancorp  files  annual,  quarterly and
special reports,  proxy statements and other information with the Securities and
Exchange  Commission.  You may read and copy any reports,  statements  and other
information  filed by Center  Bancorp at the SEC public  reference  rooms at 450
Fifth Street, N.W.,  Washington,  D.C. 20549 or at the Commission's other public
reference  rooms in New York,  New York and Chicago,  Illinois.  Please call the
Commission at 1-800-SEC-0330 for further  information on public reference rooms.
Center  Bancorp's  filings with the Commission  also are available to the public
from  commercial  document-retrieval  services and at the web site maintained by
the Commission at http://www.sec.gov. Red Oak, its directors, executive officers
and certain  members of management and employees may be soliciting  proxies from
Red Oak's  stockholders  in favor of the  adoption  of the merger  agreement.  A
description  of any interests  that Red Oak's  directors and executive  officers
have in the merger will be  available  in the Proxy  Statement/Prospectus.  This
Current  Report on Form 8-K does not  constitute an offer of any  securities for
sale.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits

      Exhibit 2.1 - Amended and Restated Agreement and Plan of Merger,  dated as
      of March 3, 2005

      Exhibit 99.1 - Press release dated March 3, 2005
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 hereunto duly authorized.

                             CENTER BANCORP, INC.

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

Dated:  March 8, 2005
EXHIBIT INDEX

      Exhibit 2.1 - Amended and Restated Agreement and Plan of Merger,  dated as
      of March 3, 2005

      Exhibit 99.1 - Press release dated March 3, 2005