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): June 30, 2005

                              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):

|_| 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>

Forward-Looking Statements

      This Current Report on Form 8-K contains  forward-looking  statements with
respect to the  financial  condition,  results of operation  and business of the
Registrant  and  its  subsidiaries.  These  include,  but are  not  limited  to,
statements that relate to or are dependent on estimates or assumptions  relating
to  the  prospects  of  loan  growth,   credit  quality  and  certain  operating
efficiencies   resulting   from  the   operations  of  the   Registrant.   These
forward-looking statements involve certain risks and uncertainties. Factors that
may cause actual results to differ  materially  from those  contemplated by such
forward-looking  statements include, among others, the following  possibilities:
(1)  competitive  pressure  among  financial  services  companies  may  increase
significantly;  (2) changes in the interest rate environment may reduce interest
margins; (3) general economic conditions, internationally,  nationally or in the
State of New Jersey,  may be less favorable than  expected;  (4)  legislation or
regulatory  requirements  or changes may adversely  affect the business in which
the  Registrant  will be engaged;  and (5) other risks detailed in other filings
made by the Registrant with the Securities and Exchange Commission may adversely
impact the Registrant.

Item 1.01 Entry Into a Material Definitive Agreement

      On June 30, 2005, the Registrant  entered into a stock purchase  agreement
(the "Stock  Purchase  Agreement")  and a  registration  rights  agreement  (the
"Registration   Rights  Agreement")  with  certain  accredited   investors  (the
"Purchasers").  Pursuant to the Stock Purchase Agreement,  the Registrant agreed
to sell, and the Purchasers  agreed to purchase,  a total of 1,904,761 shares of
the  Registrant's  common stock, no par value, at a purchase price of $10.50 per
share,  representing gross proceeds of approximately  $20.0 million.  Closing of
this stock  purchase was effected  concurrently  with the execution of the Stock
Purchase  Agreement.  Net  proceeds  from this  transaction  are  expected to be
approximately $18.9 million, after commissions and expenses.

      The  above-mentioned  shares were issued in a private placement,  were not
registered under the Securities Act of 1933, as amended (the "Act"), and may not
be offered or sold in the United States absent  registration under the Act or an
applicable exemption from the registration  requirements of the Act. Pursuant to
the Registration  Rights  Agreement,  the Registrant has agreed to register such
shares for resale under the Act. The Registration Rights Agreements provides for
the payment of certain liquidated damages in the event that, among other things,
delays  are  experienced  either  in  the  Registrant's  filing  the  applicable
registration  statement with the SEC or in the SEC's declaring that registration
statement  effective  or if for any reason  the  registration  statement  is not
available  to  holders  of  the  shares  for  specified  periods  of  time.  The
Registration  Rights  Agreement also provides  indemnification  and contribution
remedies to the Purchasers in connection  with the resale of shares  pursuant to
such registration statement.

      The  Purchasers are OZ Master Fund,  Ltd.,  Bay Pond  Investors  (Bermuda)
L.P., Bay Pond Partners, L.P., Wolf Creek Investors (Bermuda),  L.P., Wolf Creek
Partners, L.P., Keefe-Rainbow Partners, L.P., Keefe-Rainbow Offshore Fund, Ltd.,
IVY MA Holdings 4, LLC, IVY MA Holdings 1, Ltd.,  Moors and Mendon  Master Fund,
L.P., Norguard Insurance Company and Royal Investments of Delaware.

      To  the   Registrant's   knowledge,   the  Purchasers   have  no  material
relationships  with the Registrant other than (i) the  relationship  established
pursuant  to the  above-mentioned  agreements  and (ii) the fact that  Moors and
Mendon Master Fund, L.P. and one or more entities managed by Keefe Managers, LLC
own shares of the Registrant's common stock.

                                      -2-
<PAGE>

Item 3.02 Unregistered Sales of Equity Securities.

      Reference  is made to Item 1.01  hereof  with  respect to the  issuance of
1,904,761 shares of the  Registrant's  common stock, no par value. The aggregate
offering price was approximately $20.0 million.  The Registrant paid commissions
to a placement agent aggregating $1,000,000 in connection with this transaction.

      The 1,904,761  shares  represent  approximately  14.8% of the Registrant's
outstanding shares of common stock on a post-transaction basis.

      The  Registrant  relies upon the exemption from  registration  afforded by
Section 4(2) of the Act, in that:  (a) the shares were sold to a limited  number
of  sophisticated  accredited  investors,  (b) the shares were sold  without any
general  solicitation  or public  advertising,  (c) the Purchasers  provided the
Registrant with representations  customary for a private placement of securities
and (d) the certificates delivered to the Purchasers bear restrictive legends.

Item 7.01 Regulation FD Disclosure

      In  connection  with  the  sale  of  the  above-mentioned  shares  to  the
Purchasers, the Registrant also provided the Purchasers with certain information
regarding the Registrant and its business. Such information,  which was provided
to the  Purchasers  on a  confidential  basis  and is to be deemed  "filed"  for
purposes of the Securities Exchange Act of 1934, consisted of the following:

      o As a result of the  consolidation  in the  Registrant's  markets  and as
previously announced,  the Registrant intends to increase shareholder value over
the next three to five years by taking  advantage  of its  strong  markets.  The
Registrant confirms that it plans to:

      o     Open  at  least  three  more  branches  over  the  next  five  years
            (including a branch in Boonton/Mountain  Lakes, New Jersey, which is
            scheduled to open within the next three months);

      o     Increase  fee income,  possibly  by  acquiring  an asset  management
            company  and/or by  developing  existing  trust  services,  or other
            businesses such as the mortgage brokerage business;

      o     Continue to increase the  Registrant's  loan to deposit ratio (which
            was 67.11% at June 1, 2005 (after giving effect to the  Registrant's
            acquisition  of Red Oak Bank) as  compared  with 55.12% at March 31,
            2005),  while placing a particular  emphasis on commercial  mortgage
            and business loan originations.

      o The  Registrant  confirmed  that its  goals  over the  next  five  years
include:

      o     Increasing the loan to deposit ratio to approach 75%;

      o     Building fee income to at least 15% of total revenues;

      o     Maintaining solid credit quality as the business grows;

                                      -3-
<PAGE>

      o     Improving  the  efficiency  ratio  (which was 68.25% as of March 31,
            2005  and  is  defined  as  (i)  total  non-interest  expense  minus
            foreclosed  property  expense plus  amortization  of intangibles and
            goodwill  impairment as a percentage of (ii) net interest income, on
            a fully taxable  equivalent  basis, if available,  plus non-interest
            income)  to  50-55%  within  five  years;   and

      o     Increasing the  Registrant's  presence in attractive  communities in
            New Jersey.

      o In the  Registrant's  recent  acquisition  of Red Oak Bank,  the  merger
consideration represented 221.3% of Red Oak Bank's book value and 26.8 times Red
Oak Bank's forward-looking earnings per share. Pursuant to that acquisition, the
Registrant  added  approximately  $90 million in loans and $100  million in core
deposits.

      o The Registrant is currently  negotiating to open two branch locations in
addition to the above-mentioned Boonton/Mountain Lakes branch.

      o The Registrant's  goal is to be a community  banking business with total
assets of at least $1.5 billion within five years.

      o As of June 1, 2005 the Registrant's  consolidated balance sheet reflects
the following (in thousands of dollars):

Net loans                           $  488,669
Investment securities               $  596,807
Total intangible assets             $   18,683
Total assets                        $1,174,408
Deposits                            $  734,840
Borrowings                          $  336,495
Total liabilities                   $1,092,076
Trust preferred securities          $   15,465
Preferred equity                             0
Common equity                       $   82,332
Total equity                        $   82,332

      o As of June 1, 2005, the Registrant's consolidated balance sheet reflects
the following balance sheet ratios:

Equity/assets                               7.01%
Tangible equity/assets                      5.51%
Intangibles/equity                         22.69%
Borrowings/assets                          28.65%
Leverage ratio                              7.55%
Tier 1 leveraged capital ratio             13.92%
Total leveraged capital ratio              14.79%

      o As of June 1,  2005,  the  Registrant's  asset  quality  ratios  were as
follows:

Non-performing assets/total loans plus Other Real Estate Owned        0.06%
Non-performing assets/total assets                                  0.0255%
Allowance for loan losses/total loans                                 1.01%

                                      -4-
<PAGE>

As of March 31,  2005,  the  Registrant  had no  non-performing  loans.  For the
quarter ended March 31, 2005, the Registrant had net charge-offs of $2,000.  The
Registrant's  goal is to increase the ratio of its  allowance for loan losses to
total loans to 1.20% over the next five years,  as the  Registrant  continues to
emphasize commercial real estate lending. As of March 31, 2005, the Registrant's
ratio of its allowance for loan losses to total loans was 0.99%.

      o For the five months ended June 1, 2005, the  Registrant's  profitability
ratios were as follows:

Annualized return on average assets                       0.69%
Annualized return on average equity                      10.22%
Annualized net interest margin (tax equivalent
         yield as a percentage of
         average interest-earning assets)                 2.95%
Efficiency ratio                                         62.60%
Non-interest income/operating revenue*                    7.65%
Core earnings per share (quarter ended
          June 1, 2005)                                 $ 0.18
Diluted earnings per share (quarter ended
          June 1, 2005)                                 $ 0.17

      *For purposes of this ratio, operating revenue is defined as total revenue
minus securities gains.

      o  Commercial  loans  are  becoming  a  larger  part  of the  Registrant's
consolidated  loan  portfolio.  The  Registrant  expects  that this  trend  will
continue.  The  Registrant's  loan  composition as of March 31, 2005 and June 1,
2005 was as follows:

March 31, 2005
Residential mortgage                               57%
Commercial real estate and multi-family            29%
Consumer                                            9%
Commercial                                          4%
Construction                                        1%

June 1, 2005
Residential mortgage                               49%
Commercial real estate and multi-family            35%
Consumer                                            1%
Commercial                                         11%
Construction                                        4%

      o As of  June  1,  2005,  institutional  investors  owned  20.86%  of  the
Registrant's  outstanding  common  stock and all  other  investors  (other  than
executive  officers  and  directors  of  the  Registrant)  owned  69.08%  of the
Registrant's outstanding common stock.

                                      -5-
<PAGE>

      o As of June 1, 2005 (after the date of the Red Oak Bank acquisition), the
Registrant's  core deposits  totaled $277 million.  As of March 31, 2005 (before
the date of the Red Oak Bank acquisition),  the Registrant's deposit composition
was as follows:

Transaction accounts                                  31.87%
Money market and savings                              33.24%
Certificate of deposit greater than $100,000          10.96%
Certificate of deposit less than $100,000             23.93%

      o The  Registrant's  deposits have grown as follows (the June 1, 2005 data
includes Red Oak Bank;  all other  figures,  including CAGR (defined as compound
annual growth rate), exclude Red Oak Bank):

     As of:
December 31, 2000               $425,296
December 31, 2001               $497,833
December 31, 2002               $616,351
December 31, 2003               $632,921
December 31, 2004               $702,272
March 31, 2005                  $695,984
June 1, 2005                    $734,840

CAGR                            9%

      o The  Registrant's  total  loans have grown as follows  (the June 1, 2005
data includes Red Oak Bank; all other figures,  including CAGR,  exclude Red Oak
Bank):

                               As of:
December 31, 2000               $117,762
December 31, 2001               $116,335
December 31, 2002               $119,674
December 31, 2003               $214,482
December 31, 2004               $221,893
March 31, 2005                  $383,631
June 1, 2005                    $488,669

CAGR                            12%

o The Registrant has a goal of reaching a 75% loan to deposit ratio by 2006. The
following  table sets forth the  Registrant's  loan to deposit  ratios as of the
dates noted:

December 31, 1995                  33.00%
December 31, 1996                  27.61%
December 31, 1997                  30.37%
December 31, 1998                  39.80%
December 31, 1999                  43.44%
December 31, 2000                  46.78%
December 31, 2001                  42.43%
December 31, 2002                  37.16%
December 31, 2003                  55.22%
December 31, 2004                  53.73%
March 31, 2005                     55.12%

                                      -6-
<PAGE>

      o As noted above,  the  Registrant  has a goal of reducing its  efficiency
ratio to  50-55% by 2009.  The  following  table  sets  forth  the  Registrant's
efficiency  ratios for the periods  noted (Red Oak Bank is only  included in the
last ratio presented):

Year ended December 31, 2000                       60.76%
Year ended December 31, 2001                       59.66%
Year ended December 31, 2002                       59.28%
Year ended December 31, 2003                       66.43%
Year ended December 31, 2004                       62.24%
Three months ended March 31, 2005                  62.92%
Five months ended May 31, 2005                     62.60%

      o The Registrant previously stated that it expected that its 2005 earnings
per share would be in the range of $0.85 to $0.87.  The  Registrant  now expects
that,  without giving effect to the earnings derived from the Registrant's  June
30, 2005 common  stock  offering  and without  giving  effect to the  additional
shares of common stock  issued in such  offering,  2005  earnings per share will
approximate  $0.81. This estimate is consistent with the estimates  published by
the two analysts which have published their estimates for the Registrant's  2005
earnings  per  share.  The  reduction  in the  Registrant's  estimate  is  based
primarily upon further flattening of the yield curve.

Item  9.01 Financial Statements and Exhibits.

      (c)   The following exhibits are attached to this Current Report:

      10.1  Stock Purchase Agreement, dated June 30, 2005

      10.2  Registration Rights Agreement, dated June 30, 2005

      99.1  Press release dated June 30, 2005

                                      -7-
<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:  June 30, 2005

                                      -8-
<PAGE>

                                 EXHIBIT INDEX


      10.1  Stock Purchase Agreement, dated June 30, 2005

      10.2  Registration Rights Agreement, dated June 30, 2005

      99.1  Press release dated June 30, 2005

                                      -9-
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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): June 30, 2005

                              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):

|_| 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))
Forward-Looking Statements

      This Current Report on Form 8-K contains  forward-looking  statements with
respect to the  financial  condition,  results of operation  and business of the
Registrant  and  its  subsidiaries.  These  include,  but are  not  limited  to,
statements that relate to or are dependent on estimates or assumptions  relating
to  the  prospects  of  loan  growth,   credit  quality  and  certain  operating
efficiencies   resulting   from  the   operations  of  the   Registrant.   These
forward-looking statements involve certain risks and uncertainties. Factors that
may cause actual results to differ  materially  from those  contemplated by such
forward-looking  statements include, among others, the following  possibilities:
(1)  competitive  pressure  among  financial  services  companies  may  increase
significantly;  (2) changes in the interest rate environment may reduce interest
margins; (3) general economic conditions, internationally,  nationally or in the
State of New Jersey,  may be less favorable than  expected;  (4)  legislation or
regulatory  requirements  or changes may adversely  affect the business in which
the  Registrant  will be engaged;  and (5) other risks detailed in other filings
made by the Registrant with the Securities and Exchange Commission may adversely
impact the Registrant.

Item 1.01 Entry Into a Material Definitive Agreement

      On June 30, 2005, the Registrant  entered into a stock purchase  agreement
(the "Stock  Purchase  Agreement")  and a  registration  rights  agreement  (the
"Registration   Rights  Agreement")  with  certain  accredited   investors  (the
"Purchasers").  Pursuant to the Stock Purchase Agreement,  the Registrant agreed
to sell, and the Purchasers  agreed to purchase,  a total of 1,904,761 shares of
the  Registrant's  common stock, no par value, at a purchase price of $10.50 per
share,  representing gross proceeds of approximately  $20.0 million.  Closing of
this stock  purchase was effected  concurrently  with the execution of the Stock
Purchase  Agreement.  Net  proceeds  from this  transaction  are  expected to be
approximately $18.9 million, after commissions and expenses.

      The  above-mentioned  shares were issued in a private placement,  were not
registered under the Securities Act of 1933, as amended (the "Act"), and may not
be offered or sold in the United States absent  registration under the Act or an
applicable exemption from the registration  requirements of the Act. Pursuant to
the Registration  Rights  Agreement,  the Registrant has agreed to register such
shares for resale under the Act. The Registration Rights Agreements provides for
the payment of certain liquidated damages in the event that, among other things,
delays  are  experienced  either  in  the  Registrant's  filing  the  applicable
registration  statement with the SEC or in the SEC's declaring that registration
statement  effective  or if for any reason  the  registration  statement  is not
available  to  holders  of  the  shares  for  specified  periods  of  time.  The
Registration  Rights  Agreement also provides  indemnification  and contribution
remedies to the Purchasers in connection  with the resale of shares  pursuant to
such registration statement.

      The  Purchasers are OZ Master Fund,  Ltd.,  Bay Pond  Investors  (Bermuda)
L.P., Bay Pond Partners, L.P., Wolf Creek Investors (Bermuda),  L.P., Wolf Creek
Partners, L.P., Keefe-Rainbow Partners, L.P., Keefe-Rainbow Offshore Fund, Ltd.,
IVY MA Holdings 4, LLC, IVY MA Holdings 1, Ltd.,  Moors and Mendon  Master Fund,
L.P., Norguard Insurance Company and Royal Investments of Delaware.

      To  the   Registrant's   knowledge,   the  Purchasers   have  no  material
relationships  with the Registrant other than (i) the  relationship  established
pursuant  to the  above-mentioned  agreements  and (ii) the fact that  Moors and
Mendon Master Fund, L.P. and one or more entities managed by Keefe Managers, LLC
own shares of the Registrant's common stock.

                                      -2-
Item 3.02 Unregistered Sales of Equity Securities.

      Reference  is made to Item 1.01  hereof  with  respect to the  issuance of
1,904,761 shares of the  Registrant's  common stock, no par value. The aggregate
offering price was approximately $20.0 million.  The Registrant paid commissions
to a placement agent aggregating $1,000,000 in connection with this transaction.

      The 1,904,761  shares  represent  approximately  14.8% of the Registrant's
outstanding shares of common stock on a post-transaction basis.

      The  Registrant  relies upon the exemption from  registration  afforded by
Section 4(2) of the Act, in that:  (a) the shares were sold to a limited  number
of  sophisticated  accredited  investors,  (b) the shares were sold  without any
general  solicitation  or public  advertising,  (c) the Purchasers  provided the
Registrant with representations  customary for a private placement of securities
and (d) the certificates delivered to the Purchasers bear restrictive legends.

Item 7.01 Regulation FD Disclosure

      In  connection  with  the  sale  of  the  above-mentioned  shares  to  the
Purchasers, the Registrant also provided the Purchasers with certain information
regarding the Registrant and its business. Such information,  which was provided
to the  Purchasers  on a  confidential  basis  and is to be deemed  "filed"  for
purposes of the Securities Exchange Act of 1934, consisted of the following:

      o As a result of the  consolidation  in the  Registrant's  markets  and as
previously announced,  the Registrant intends to increase shareholder value over
the next three to five years by taking  advantage  of its  strong  markets.  The
Registrant confirms that it plans to:

      o     Open  at  least  three  more  branches  over  the  next  five  years
            (including a branch in Boonton/Mountain  Lakes, New Jersey, which is
            scheduled to open within the next three months);

      o     Increase  fee income,  possibly  by  acquiring  an asset  management
            company  and/or by  developing  existing  trust  services,  or other
            businesses such as the mortgage brokerage business;

      o     Continue to increase the  Registrant's  loan to deposit ratio (which
            was 67.11% at June 1, 2005 (after giving effect to the  Registrant's
            acquisition  of Red Oak Bank) as  compared  with 55.12% at March 31,
            2005),  while placing a particular  emphasis on commercial  mortgage
            and business loan originations.

      o The  Registrant  confirmed  that its  goals  over the  next  five  years
include:

      o     Increasing the loan to deposit ratio to approach 75%;

      o     Building fee income to at least 15% of total revenues;

      o     Maintaining solid credit quality as the business grows;

                                      -3-
o     Improving  the  efficiency  ratio  (which was 68.25% as of March 31,
            2005  and  is  defined  as  (i)  total  non-interest  expense  minus
            foreclosed  property  expense plus  amortization  of intangibles and
            goodwill  impairment as a percentage of (ii) net interest income, on
            a fully taxable  equivalent  basis, if available,  plus non-interest
            income)  to  50-55%  within  five  years;   and

      o     Increasing the  Registrant's  presence in attractive  communities in
            New Jersey.

      o In the  Registrant's  recent  acquisition  of Red Oak Bank,  the  merger
consideration represented 221.3% of Red Oak Bank's book value and 26.8 times Red
Oak Bank's forward-looking earnings per share. Pursuant to that acquisition, the
Registrant  added  approximately  $90 million in loans and $100  million in core
deposits.

      o The Registrant is currently  negotiating to open two branch locations in
addition to the above-mentioned Boonton/Mountain Lakes branch.

      o The Registrant's  goal is to be a community  banking business with total
assets of at least $1.5 billion within five years.

      o As of June 1, 2005 the Registrant's  consolidated balance sheet reflects
the following (in thousands of dollars):

Net loans                           $  488,669
Investment securities               $  596,807
Total intangible assets             $   18,683
Total assets                        $1,174,408
Deposits                            $  734,840
Borrowings                          $  336,495
Total liabilities                   $1,092,076
Trust preferred securities          $   15,465
Preferred equity                             0
Common equity                       $   82,332
Total equity                        $   82,332

      o As of June 1, 2005, the Registrant's consolidated balance sheet reflects
the following balance sheet ratios:

Equity/assets                               7.01%
Tangible equity/assets                      5.51%
Intangibles/equity                         22.69%
Borrowings/assets                          28.65%
Leverage ratio                              7.55%
Tier 1 leveraged capital ratio             13.92%
Total leveraged capital ratio              14.79%

      o As of June 1,  2005,  the  Registrant's  asset  quality  ratios  were as
follows:

Non-performing assets/total loans plus Other Real Estate Owned        0.06%
Non-performing assets/total assets                                  0.0255%
Allowance for loan losses/total loans                                 1.01%

                                      -4-
As of March 31,  2005,  the  Registrant  had no  non-performing  loans.  For the
quarter ended March 31, 2005, the Registrant had net charge-offs of $2,000.  The
Registrant's  goal is to increase the ratio of its  allowance for loan losses to
total loans to 1.20% over the next five years,  as the  Registrant  continues to
emphasize commercial real estate lending. As of March 31, 2005, the Registrant's
ratio of its allowance for loan losses to total loans was 0.99%.

      o For the five months ended June 1, 2005, the  Registrant's  profitability
ratios were as follows:

Annualized return on average assets                       0.69%
Annualized return on average equity                      10.22%
Annualized net interest margin (tax equivalent
         yield as a percentage of
         average interest-earning assets)                 2.95%
Efficiency ratio                                         62.60%
Non-interest income/operating revenue*                    7.65%
Core earnings per share (quarter ended
          June 1, 2005)                                 $ 0.18
Diluted earnings per share (quarter ended
          June 1, 2005)                                 $ 0.17

      *For purposes of this ratio, operating revenue is defined as total revenue
minus securities gains.

      o  Commercial  loans  are  becoming  a  larger  part  of the  Registrant's
consolidated  loan  portfolio.  The  Registrant  expects  that this  trend  will
continue.  The  Registrant's  loan  composition as of March 31, 2005 and June 1,
2005 was as follows:

March 31, 2005
Residential mortgage                               57%
Commercial real estate and multi-family            29%
Consumer                                            9%
Commercial                                          4%
Construction                                        1%

June 1, 2005
Residential mortgage                               49%
Commercial real estate and multi-family            35%
Consumer                                            1%
Commercial                                         11%
Construction                                        4%

      o As of  June  1,  2005,  institutional  investors  owned  20.86%  of  the
Registrant's  outstanding  common  stock and all  other  investors  (other  than
executive  officers  and  directors  of  the  Registrant)  owned  69.08%  of the
Registrant's outstanding common stock.

                                      -5-
o As of June 1, 2005 (after the date of the Red Oak Bank acquisition), the
Registrant's  core deposits  totaled $277 million.  As of March 31, 2005 (before
the date of the Red Oak Bank acquisition),  the Registrant's deposit composition
was as follows:

Transaction accounts                                  31.87%
Money market and savings                              33.24%
Certificate of deposit greater than $100,000          10.96%
Certificate of deposit less than $100,000             23.93%

      o The  Registrant's  deposits have grown as follows (the June 1, 2005 data
includes Red Oak Bank;  all other  figures,  including CAGR (defined as compound
annual growth rate), exclude Red Oak Bank):

     As of:
December 31, 2000               $425,296
December 31, 2001               $497,833
December 31, 2002               $616,351
December 31, 2003               $632,921
December 31, 2004               $702,272
March 31, 2005                  $695,984
June 1, 2005                    $734,840

CAGR                            9%

      o The  Registrant's  total  loans have grown as follows  (the June 1, 2005
data includes Red Oak Bank; all other figures,  including CAGR,  exclude Red Oak
Bank):

                               As of:
December 31, 2000               $117,762
December 31, 2001               $116,335
December 31, 2002               $119,674
December 31, 2003               $214,482
December 31, 2004               $221,893
March 31, 2005                  $383,631
June 1, 2005                    $488,669

CAGR                            12%

o The Registrant has a goal of reaching a 75% loan to deposit ratio by 2006. The
following  table sets forth the  Registrant's  loan to deposit  ratios as of the
dates noted:

December 31, 1995                  33.00%
December 31, 1996                  27.61%
December 31, 1997                  30.37%
December 31, 1998                  39.80%
December 31, 1999                  43.44%
December 31, 2000                  46.78%
December 31, 2001                  42.43%
December 31, 2002                  37.16%
December 31, 2003                  55.22%
December 31, 2004                  53.73%
March 31, 2005                     55.12%

                                      -6-
o As noted above,  the  Registrant  has a goal of reducing its  efficiency
ratio to  50-55% by 2009.  The  following  table  sets  forth  the  Registrant's
efficiency  ratios for the periods  noted (Red Oak Bank is only  included in the
last ratio presented):

Year ended December 31, 2000                       60.76%
Year ended December 31, 2001                       59.66%
Year ended December 31, 2002                       59.28%
Year ended December 31, 2003                       66.43%
Year ended December 31, 2004                       62.24%
Three months ended March 31, 2005                  62.92%
Five months ended May 31, 2005                     62.60%

      o The Registrant previously stated that it expected that its 2005 earnings
per share would be in the range of $0.85 to $0.87.  The  Registrant  now expects
that,  without giving effect to the earnings derived from the Registrant's  June
30, 2005 common  stock  offering  and without  giving  effect to the  additional
shares of common stock  issued in such  offering,  2005  earnings per share will
approximate  $0.81. This estimate is consistent with the estimates  published by
the two analysts which have published their estimates for the Registrant's  2005
earnings  per  share.  The  reduction  in the  Registrant's  estimate  is  based
primarily upon further flattening of the yield curve.

Item  9.01 Financial Statements and Exhibits.

      (c)   The following exhibits are attached to this Current Report:

      10.1  Stock Purchase Agreement, dated June 30, 2005

      10.2  Registration Rights Agreement, dated June 30, 2005

      99.1  Press release dated June 30, 2005

                                      -7-
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:  June 30, 2005

                                      -8-
EXHIBIT INDEX

      10.1  Stock Purchase Agreement, dated June 30, 2005

      10.2  Registration Rights Agreement, dated June 30, 2005

      99.1  Press release dated June 30, 2005

                                      -9-