<PAGE>
As filed with the Securities and Exchange Commission on 
November 14, 1996             Registration No. 333-__________






                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

                    GREATER COMMUNITY BANCORP
   .....................................................
     (Exact name of issuer as specified in its charter)

          NEW JERSEY                22-2545165
 .................................................................
(State or other jurisdiction of    (IRS Employer
incorporation or organization)     Identification No.)

     55 UNION BOULEVARD, TOTOWA, NEW JERSEY  07512
 .................................................................
(Address of Principal Executive Offices)     (Zip Code)

         1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
 .................................................................
                   (Full title of the plan)

                         GEORGE E. IRWIN
           55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
 ................................................................
              (Name and address of agent for service)

                           201-942-1111
 .................................................................
   Telephone number, including area code, of agent for service

                 CALCULATION OF REGISTRATION FEE
                                                                  
                           Proposed     Proposed                 
Title of                   maximum      maximum                  
securities     Amount      offering     aggregate       Amount   
to be          to be       price        offering          of     
registered    registered   per share     price           fee     
                            
Common Stock   95,000      $16.875      $1,603,125      $552.81
                                                                 




<PAGE>

                             PART II


        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents that have previously been filed with
the Securities and Exchange Commission under Commission File No.
0-14294 are incorporated by reference into this Registration
Statement:

     1.   Annual Report on Form 10-KSB for the year ended
          December 31, 1995.

     2.   Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1996.

     3.   Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 1996.

     4.   Current Report on Form 8-K dated December 31, 1995.

     5.   Current Report on Form 8-K/A dated December 31, 1995.

     6.   Current Report on Form 8-K dated June 28, 1996

     7.   Current Report on Form 8-K dated July 3, 1996.

     8.   Current Report on Form 8-K dated July 30, 1996.

     9.   Registration Statement under the Securities Exchange
          Act of 1934 on Form 8-A, effective March 20, 1986.
     
     All documents filed by the Registrant pursuant to sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, after the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of the
filing of such documents.


Item 4.  Description of Securities

     The securities being registered are shares of the

<PAGE>
Registrant's Common Stock, Par Value $1.00 Per Share.  Such
securities are described in the Registrant's Registration
Statement under the Securities Exchange Act of 1934 on Form 8-A,
effective March 20, 1986, which Registration Statement is
incorporated herein by reference as provided in Item 3 above.


Item 5.  Interests of Named Experts and Counsel.

     None.


Item 6.  Indemnification of Directors and Officers

     (1) Indemnification. Reference is made to Section 14A:3-5 of
the New Jersey Business Corporation Act, which sets forth the
extent to which a corporation may indemnify its directors,
officers and employees.  More specifically, such law empowers a
corporation to indemnify a corporate agent against his expenses
and liabilities incurred in connection with any proceeding (other
than a derivative lawsuit) involving the corporate agent by
reason of his being or having been a corporate agent if (a) the
agent 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 (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was
unlawful.  For purposes of such law the term "corporate agent"
includes any present or former director, officer, employee or
agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other
enterprise.

     With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses
incurred in connection with any proceeding involving the
corporate agent by reason of his being or having been a corporate
agent if the agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation.  However, only the court in which the
proceeding was brought can empower a corporation to indemnify a
corporate agent against expenses with respect to any claim, issue
or matter as to which the agent was adjudged liable to the
corporation.

     The corporation may indemnify a corporate agent in a
specific case if a determination is made by any of the following
that the applicable standard of conduct was met: (i) the Board of
Directors or a committee thereof, acting by a majority vote of a
quorum consisting of disinterested directors; (ii) by independent
legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make
the determination; or (iii) by the shareholders.
<PAGE>
     A corporate agent is entitled to mandatory indemnification
to the extent that the agent is successful on the merits or
otherwise in any proceeding, or in defense of any claim, issue or
matter in the proceeding.  If a corporation fails or refuses to
indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant
him the requested indemnification.  In advance of the final
disposition of a proceeding, the corporation may pay an agent's
expenses if the agent agrees to repay the expenses unless it is
ultimately determine he is entitled to indemnification.

     In accord with such statutory provision, Article VI of the
Registrant's By-laws provides as follows:


           "INDEMNIFICATION OF DIRECTORS AND OFFICERS"

          "(a) Proceedings by Others.  Provided a specific
     determination has been made as set forth below, the
     Corporation shall indemnify any person who is or was a
     Director or officer of the Corporation, or the legal
     representative of any such Director or officer, against
     reasonable costs, disbursements, and expenses, reasonable
     counsel fees, and amounts paid or incurred in satisfaction
     of settlements, judgments, fines and penalties, in
     connection with any proceeding involving such Director or
     officer by reason of his being or having been such a
     Director or officer, other than a proceeding by or in the
     right of the Corporation, if

          "(i) such Director or officer 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

          "(ii) with respect to any criminal proceeding, such
     Director or officer had no reasonable cause to believe his
     conduct was unlawful.

     "The termination of any proceeding by judgment, order,
     settlement, conviction or upon a plea of nolo contendere or
     its equivalent, shall not of itself create a presumption
     that such Director or officer did not meet the applicable
     standards of conduct set forth in subparagraphs (i) and (ii)
     hereof.  No indemnification called for by this paragraph
     shall be made by the corporation unless authorized in the
     specific case upon a determination that indemnification is
     proper in the circumstances because the Director or officer
     met the standard of conduct set forth in subparagraph (i)
     and, if applicable, (ii) of this paragraph (a). Such
     determination shall be made

          "(1) by the Board of Directors acting by a quorum of

<PAGE>
     Directors who were not parties to the proceeding; or

          "(2) if such a quorum is not obtainable, or even if
     obtainable and a quorum of the disinterested Directors so
     directs, by independent legal counsel in a written opinion;
     or

          "(3) by its Shareholders.

          "(b) Proceedings by Corporation.  Provided a specific  
          determination has been made, or court order entered, as set
          forth below, the Corporation shall indemnify any person who
          is or was a Director or officer of the Corporation against
          his reasonable costs, disbursements and counsel fees in
          connection with any proceeding by or in the right of the
          Corporation to procure a judgment in its favor which
          involves such Director or officer by reason of his being or
          having been such Director or officer, 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.  However,
          in no such proceeding shall indemnification be provided in
          respect of any claim, issue or matter as to which such
          Director or officer shall have been adjudged to be liable
          for negligence or misconduct, unless and only to the extent
          that the court in which such proceeding was brought shall
          determine upon application that despite the adjudication of
          liability, in view of all circumstances of the case such
          Director or officer is fairly and reasonably entitled to
          indemnity for such reasonable costs, disbursements and
          counsel fees as the court shall deem proper. No
          indemnification called for by this paragraph shall be made
          by the Corporation unless ordered by a court, or unless
          authorized in the specific case upon a determination that
          indemnification is proper in the circumstances because the
          Director or officer met the standard of conduct set forth
          above in this paragraph (b).  Such determination shall be
          made in one of three (3) manners referred to in the last
          sentence of paragraph (a) of this Article.

          "(c) Required Indemnification.  Notwithstanding the
     requirements of paragraphs (a) and (b) for a determination
     that indemnification is proper in a specific case, the
     Corporation shall in all cases indemnify any person who is
     or was a Director or officer of the Corporation against
     reasonable costs, disbursements and counsel fees to the
     extent that such Director or officer has been successful on
     the merits or otherwise in any proceeding referred to in
     paragraphs (a) and (b) of this Article or in defense of any
     claim, issue or matter therein.

          "(d) Advance Payment of Expenses Permitted.  Reasonable
     cost, disbursements and counsel fees incurred by a Director

<PAGE>
     or officer of the Corporation in connection with a
     proceeding may be paid by the Corporation in advance of the
     final disposition of the proceeding upon receipt of any
     undertaking by on behalf of the Director or officer to repay
     such amount unless it shall ultimately be determined that he
     is entitled to be indemnified as provided in this Article.

          "(e) Proceeding Defined.  As used in this Article VI,
     the term "proceeding" means any pending, threatened or
     completed civil, criminal, administrative or arbitrative
     action, suit or proceeding, and any appeal therein and any
     inquiry or investigation which could lead to such action,
     suit or proceeding.

          "(f) Provisions not Exclusive.  The indemnification
     provided by this Article shall be in addition to, and not
     exclusive of, any other rights to which a Director or
     officer, or any rights to which an employee or agent, of the
     Corporation may be entitled under the laws of the State of
     New Jersey or under any agreement, vote of shareholders, or
     otherwise."

     (2) Insurance Coverage.  Effective January 1, 1996, the
registrant purchased directors and officers liability insurance
coverage for a term of one year.  The policy will indemnify the
registrant, its officers and directors and the officers and
directors of its subsidiaries against certain claims in the
aggregate amount of $3 million with a standard deductible amount
per claim.  The coverage of such policy includes liabilities
arising under the Securities Act of 1933, as amended.

         (3) Exculpation.  Paragraph  7  of  the  Certificate  of
Incorporation of Greater Community Bancorp, as amended, provides
as follows:

          "A director or officer of the Corporation shall not be
         personally liable to the Corporation or its stockholders for
         damages for breach of any duty owed to the Corporation or
         its stockholders, except that this provision shall not
         relieve a director or officer from liability for any breach
         of duty based upon an act or omission (a) in breach of such
         person's duty of loyalty to the Corporation or its
         stockholders, (b) not in good faith or involving a knowing
         violation of law, or (c) resulting in receipt by such person
         of an improper personal benefit.  Any repeal or modification
         of this Article by the stockholders of the Corporation or
         otherwise shall not adversely affect any right or protection
         of a director or officer of the Corporation existing at the
         time of such repeal or modification."

<PAGE>


Item 7.  Exemption form Registration Claimed.

         Not applicable.


Item 8.    Exhibits

         The following exhibits are being filed with this
Registration Statement

         4.1        Restated Certificate of Incorporation filed July
                    3, 1996. (Incorporated by reference to Exhibit
                    3.1 to Report on Form 8-K dated July 3, 1996.)

         4.2        Bylaws of Greater Community Bancorp, adopted June 13,
                    1985.  (Incorporated by reference to Exhibit 3(b), Item
                    25, Part II of Form S-18, Registration No. 2-99343-NY,
                    effective September 30, 1985.)

         4.3        Amendment to Bylaws amending Article III, Section 8,
                    increasing age qualification from 70 to 75 under
                    certain circumstances (Incorporated by reference to
                    Exhibit 3.6, Item 21(a), Part II of Form S-4,
                    Registration No. 33-62915, effective November 9, 1995.

         4.4        Amendment to Bylaws amending Article III, Section 1 to
                    increase stated time period from 90 to 120 days
                    (Incorporated by reference to Exhibit 3.7, Item 21(a),
                    Part II of Form S-4, Registration No. 33-62915,
                    effective November 9, 1995).

         5.1        Opinion of Williams, Caliri, Miller & Otley, a
                    Professional Corporation, as to the legality of the
                    securities being registered.

         23.1       Consent of Williams, Caliri, Miller & Otley, a
                    Professional Corporation (included in Exhibit 5.1).

         23.2       Consent of Arthur Andersen LLP

         24.1       Power of Attorney of Certain Directors and Officers
                    (included on signature page of this Registration
                    Statement).

         99.1       1996 Stock Option Plan For Nonemployee Directors of
                    Greater Community Bancorp.

Item 9.  Undertakings

         The Undersigned registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales are

<PAGE>
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 facts 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 this
          Registration Statement;

               (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 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)   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 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.

         (5) 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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

<PAGE>
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer 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 Act and will be governed by the final adjudication of
such issue.


                               SIGNATURES

         Pursuant to the requirement 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 Borough of Totowa, State
of New Jersey, on November 13, 1996.

                             GREATER COMMUNITY BANCORP


                             By:  /s/ George E. Irwin   
                                 GEORGE E. IRWIN
                                President and Director


         We, the undersigned directors and officers of Greater Community
Bancorp, do hereby jointly and severally appoint George E. Irwin our
true and lawful attorney and agent, to do any and all acts and things
in our names and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names
in the capacities indicated below, which said attorney and agent may
deem necessary or advisable to enable Greater Community Bancorp to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registrant on Statement on Form S-8, 
including specifically but without Limitation, power of authority to
sign for us or any of us, in our names in the capacities indicated
below, any and all amendment (including post-effective amendments) and
supplements hereto, and we do each hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.

<PAGE>
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Date: November 13, 1996

                               /s/ John Soldoveri    
                             JOHN SOLDOVERI
                             Chairman of the Board,
                             Principal Executive Officer
                             and Director

Date: November 13, 1996
                               /s/ George E. Irwin    
                             GEORGE E. IRWIN
                             President and Director

Date: November 13, 1996
                                /s/ Naqi A. Naqvi      
                             NAQI A. NAQVI
                             Treasurer, Principal Financial
                             Officer and Principal Accounting
                             Officer

Date: November 13, 1996
                               /s/ Alfred R. Urbano    
                             ALFRED R. URBANO
                             Director

Date: November 13, 1996      
                                /s/ Robert Conklin     
                             ROBERT CONKLIN
                             Director

Date: November  , 1996
                                                         
                             JOSEPH A. LOBOSCO
                             Director

Date: November 13, 1996
                               /s/ M. A. Bramante       
                             M. A. BRAMANTE
                             Director

Date: November  , 1996
                                               
                             CHARLES J. VOLPE
                             Director

<PAGE>
Date: November 13, 1996
                               /s/ Anthony M. Bruno, Jr.   
                             ANTHONY M. BRUNO, JR.
                             Vice Chairman of the Board
                             and Director

Date: November 13, 1996        /s/ C. Mark Campbell      
                             C. MARK CAMPBELL
                             Executive Vice President
                             and Director

Date: November  , 1996  
                                                         
                             WILLIAM T. FERGUSON
                             Director

<PAGE>

                                    Registration No.

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

                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C. 20549

                                                




                                EXHIBITS

                               FILED WITH

                                FORM S-8

                         REGISTRATION STATEMENT

                                  UNDER

                       THE SECURITIES ACT OF 1933


                                                

                        GREATER COMMUNITY BANCORP

         (Exact name of Registrant as specified in its charter)
======================================================================

<PAGE>

                        EXHIBIT INDEX


         The documents listed below are being filed as Exhibits to the
within Registration Statement on Form S-8.

Number                  Title

         4.1        Restated Certificate of Incorporation filed July 3,
                    1996. (Incorporated by reference to Exhibit 3.1 to
                    Report on Form 8-K dated July 3, 1996.)

         4.2        Bylaws of Greater Community Bancorp, adopted June 13,
                    1985.  (Incorporated by reference to Exhibit 3(b), Item
                    25, Part II of Form S-18, Registration No. 2-99343-NY,
                    effective September 30, 1985.)

         4.3        Amendment to Bylaws amending Article III, Section 8,
                    increasing age qualification from 70 to 75 under
                    certain circumstances (Incorporated by reference to
                    Exhibit 3.6, Item 21(a), Part II of Form S-4,
                    Registration No. 33-62915, effective November 9, 1995.

         4.4        Amendment to Bylaws amending Article III, Section 1 to
                    increase stated time period from 90 to 120 days
                    (Incorporated by reference to Exhibit 3.7, Item 21(a),
                    Part II of Form S-4, Registration No. 33-62915,
                    effective November 9, 1995).

         5.1        Opinion of Williams, Caliri, Miller & Otley, a
                    Professional Corporation, as to the legality of the
                    securities being registered.

         23.1       Consent of Williams, Caliri, Miller & Otley, a
                    Professional Corporation (included in Exhibit 5.1).

         23.2       Consent of Arthur Andersen LLP

         24.1       Power of Attorney of Certain Directors and Officers
                    (included on signature page of this Registration
                    Statement).

         99.1       1996 Stock Option Plan For Nonemployee Directors of
                    Greater Community Bancorp.


<PAGE>
                                                EXHIBIT 5.1

                                                            November 13, 1996

Greater Community Bancorp
55 Union Boulevard
Totowa, NJ 07512

Gentlemen:

         We have acted as counsel to Greater Community Bancorp, a New
Jersey Corporation (the "Company"), in connection with the Registration
Statement on Form S-8 to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of l933, covering the
registration of 95,000 shares of the Company's Common Stock, par value
$1.00 per share, which may be issued in connection with the Company's
1996 Stock Option Plan For Nonemployee Directors (the "Plan").

         We have examined such documents and instruments and satisfied
ourselves as to such other matters as we deemed necessary for the
purposes of this opinion.

         Based on the foregoing, we are of the opinion that:

         The shares of Common Stock being registered, when issued and
delivered against payment therefor pursuant to the terms of the Plan,
on or after the effective date of the Registration Statement, will be
legally issued, fully paid and non-assessable.

         We hereby consent to the use of this opinion in the Registration
Statement.



                                  Very truly yours,

                                  WILLIAMS, CALIRI, MILLER & OTLEY
                                       A PROFESSIONAL CORPORATION


<PAGE>                                                    
                                                    EXHIBIT 23.2



                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Greater Community Bancorp: 


As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 16, 1996 included in Greater Community Bancorp's
(formerly Great Falls Bancorp) Form 10-KSB for the year ended December
31, 1995 and to all references to our Firm included or made a part of
this Registration Statement on Form S-8.



                                  ARTHUR ANDERSEN LLP


Roseland, New Jersey
November 12, 1996
                                                    
<PAGE>                                                    
                                                    EXHIBIT 99.1


                       GREATER COMMUNITY BANCORP
                     (FORMERLY GREAT FALLS BANCORP)
                         1996 STOCK OPTION PLAN
                        FOR NONEMPLOYEE DIRECTORS

                          ARTICLE I.  PURPOSES

         The purposes of the Great Falls Bancorp 1996 Stock Option Plan for
Nonemployee Directors (the "Plan") are to (i) attract and retain highly
qualified nonemployee directors of Great Falls Bank and Bergen Commercial
Bank (the "Bank Subsidiaries"), which are the bank subsidiaries of Great
Falls Bancorp (the "Corporation"), (ii) align the long-term interests of
nonemployee directors of the Bank Subsidiaries and the Corporation's
stockholders by creating a direct link between compensation of nonemployee
directors and stockholder return, (iii) enable nonemployee directors of
the Bank Subsidiaries to develop and maintain stock ownership positions
in the Corporation, and (iv) provide incentives to such nonemployee
directors to contribute to the Corporation's success.  To achieve these
objectives, the Plan provides for the granting of "nonqualified stock
options" to the nonemployee directors of the Bank Subsidiaries.


                        ARTICLE II.  DEFINITIONS

         Whenever the following terms are used in this Plan, they shall have
the meanings specified below:

         (a)   "Affiliate" shall mean the Corporation or a Subsidiary.

         (b)   "Bank Subsidiaries" means Great Falls Bank and Bergen
Commercial Bank, both of which are banking corporations of the State of
New Jersey and Subsidiaries of the Corporation.  "Bank Subsidiary" means
either Great Falls Bank or Bergen Commercial Bank, as the context may
require.

         (c)   "Board" shall mean the Board of Directors of the Corporation.

         (d)   "Cause" shall mean (i) the conviction of the Participant of a
felony by a court of competent jurisdiction, (ii) the indictment of the
Participant by a State or Federal grand jury of competent jurisdiction for
embezzlement or misappropriation of funds of an Affiliate or for any act
of dishonesty or lack of fidelity towards an Affiliate, (iii) the written
confession by the Participant of any act of dishonesty towards an
Affiliate or any embezzlement or misappropriation of an Affiliate's funds,
or (iv) willful or gross neglect of the duties for which the Participant
was responsible, all as the Board, in its sole discretion, may determine.

         (e)   "Change in Control" shall mean the occurrence of one or more

<PAGE>
of the following events:  (i) the Corporation acquires actual knowledge
that any person (as such term is used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act) other than an Affiliate is or becomes the beneficial
owner (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Corporation representing more than 25%
of the combined voting power of the Corporation's then outstanding
securities; (ii) the first purchase of Common Stock pursuant to a tender
or exchange offer (other than a tender or exchange offer made by an
Affiliate); (iii) the approval by the Corporation's stockholders of (a)
a merger or consolidation of the Corporation with or into another
corporation (other than a merger or consolidation in which the Corporation
is the surviving corporation and which does not result in any
reclassification or reorganization of the Corporation's then outstanding
shares of Common Stock or a change in the Corporation's directors, other
than the addition of not more than three directors), (b) a sale or
disposition of all or substantially all of the Corporation's assets, or
(c) a plan of liquidation or dissolution of the Corporation; (iv) during
any period of two consecutive calendar years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least two-thirds thereof, unless the election or nomination
for the election by the Corporation's stockholders of each new director
was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period; or (v) a sale
of (a) Common Stock of the Corporation if after such sale any person (as
defined above) other than an Affiliate owns a majority of the Common Stock
or (b) all or substantially all of the Corporation's assets (other than
in the ordinary course of business).

         (f)   "Code" shall mean the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.  (All citations to sections of the Code
are to such sections as they may from time to time be amended or
renumbered.)

         (g)   "Common Stock" shall mean the common stock of the Corporation,
par value $1.00 per share.

         (h)   "Corporation" shall mean Great Falls Bancorp, a New Jersey
business corporation.

         (i)   "Disability" shall mean permanent and total disability as
defined by the Corporation's employee welfare benefit plan offering a
long-term disability benefit, or, if no such benefit is offered, as
defined by Section 105(d)(4) of the Code (prior to the repeal of such
Section).  "Disability" shall also exist if documented by a signed written
opinion of a currently licensed medical doctor reasonably satisfactory to
the Board, which written opinion shall set forth, without limitation, a
medical opinion that the Participant is permanently disabled, the reasons
for such disability, and the date of commencement of such disability.

         (j)   "Employee" shall mean a common law employee (as defined in
accordance with the regulations and Revenue Rulings then applicable under
Section 3401(c) of the Code) of an Affiliate.

<PAGE>
         (k)   "Exchange Act" shall mean the Securities Exchange Act of 1934,
as now in effect or as hereafter amended.

         (l)   "Fair Market Value of Stock" shall mean for all purposes of the
Plan as follows:  (A) if the Shares are admitted to quotation on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") or other comparable quotation system and have been designated
as a National Market System ("NMS") security, fair market value on any
date shall be the last sale price reported for the Shares on such system
on such date or on the last day preceding such date on which a sale was
reported; (B) if the Shares are admitted to quotation on NASDAQ and have
not been designated an NMS security, fair market value on any date shall
be the average of the highest bid and lowest asked prices of the Shares
on such system on such date; (C) if the Shares are admitted to trading on
a national securities exchange, fair market value on any date shall be the
last sale price reported for the Shares on such exchange on such date or
on the last date preceding such date on which a sale was reported; or (D)
if neither (A), (B) nor (C) applies to the Shares, fair market value on
any date shall be a price equal to the mean between the closing bid and
asked prices for Shares, as quoted in writing to the Corporation by Ryan,
Beck & Co., Inc., a principal market maker for transactions in the
Corporation's Common Stock on the over-the-counter market, or other market
maker designated by the Board.

         (m)   "Participant" shall mean any one of the individuals who was a
member of the Board of Directors of either of the Bank Subsidiaries on
February 20, 1996 provided such individual was not also an Employee on
such date.

         (n)   "Plan" shall mean the Great Falls Bancorp 1996 Stock Option
Plan for Nonemployee Directors, as may be amended from time to time.

         (o)   "Secretary" shall mean the corporate secretary of the
Corporation.

         (p)   "Securities Act" shall mean the Securities Act of 1933, as now
in effect or as hereafter amended.

         (q)   "Shares" shall mean shares of Common Stock.

         (r)   "Stock Option" shall mean a right to purchase Common Stock
which is awarded in accordance with the terms of this Plan.

         (s)   "Subsidiary(ies)" shall mean any corporation or other legal
entity, domestic or foreign, more than 50% of the voting power of which
is owned or controlled, directly or indirectly by the Corporation.

         (t)   "Terminate (Termination of) Service (or Termination)" shall
mean the time at which the Participant ceases to provide services to an
Affiliate as a director or an Employee, but shall not include a lapse in
providing services which the Board determines to be a temporary leave of
absence.

<PAGE>
                      ARTICLE III.  ADMINISTRATION

         The Plan shall be administered by the Board.  No member of the Board
shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan or any Stock Option granted
pursuant thereto.  All members of the Board shall be indemnified by the
Corporation with respect to any such action, determination or
interpretation to the fullest extent permitted by law.

         The Board is authorized, subject to the provisions of the Plan, to: 
(i) grant Stock Options to the respective Participants to purchase the
respective numbers of Shares indicated in Article VI of this Plan, either
following approval of the adoption of the Plan by the Corporation's
shareholders or prior to shareholder approval but subject to subsequent
approval of the Plan by the Corporation's shareholders; (ii) determine the
exercise price of the Shares subject to each Stock Option, which price
shall be not less than the minimum specified in Section 6.1; (iii)
determine who is a "nonemployee director" of a Bank Subsidiary eligible
to be a Participant; (iv) establish such rules and regulations as it deems
necessary for the proper administration of the Plan; and (v) make whatever
determinations and interpretations in connection with the Plan as it deems
necessary or advisable.  All determinations and interpretations made by
the Board shall be binding and conclusive on all Participants and on their
legal representatives and beneficiaries.

         The provisions of this Article III shall survive any termination of
the Plan.


                   ARTICLE IV.  SHARES SUBJECT TO PLAN

         The aggregate maximum number of Shares that may be made subject to
Stock Options granted pursuant to the Plan is Ninety-Five Thousand
(95,000) (or the number and kind of Shares or other securities which are
substituted for those Shares or to which those Shares are adjusted
pursuant to the provisions of Article VIII of the Plan).  The Corporation
shall reserve such number of Shares for the purposes of the Plan out of
its authorized but unissued shares, or out of Shares held in the
Corporation's treasury, or partly out of each, as shall be determined by
the Board.  No fractional Shares shall be issued with respect to Stock
Options granted under the Plan.

         In the event that any outstanding Stock Option under the Plan for any
reason expires, is terminated, forfeited or is canceled at any time, the
shares subject to such Options will be unavailable for future grants under
the Plan.


           ARTICLE V.  ELIGIBILITY FOR AWARD OF STOCK OPTIONS

         Only a Participant (as defined in paragraph (m) of Article II) shall

<PAGE>
be eligible to be granted Stock Options; provided, however, that a
Participant shall not be eligible unless such Participant is still a
nonemployee director of one of the Bank Subsidiaries on the date Stock
Options are granted by the Board under the Plan.


                   ARTICLE VI.  GRANT OF STOCK OPTIONS

         Each Participant other than Anthony M. Bruno, Jr. shall be eligible
to be granted Stock Options to purchase Three Thousand (3,000) Shares on
the terms and conditions set forth in this Article VI.  Anthony M. Bruno,
Jr. shall be eligible to be granted Stock Options to purchase Fifty
Thousand (50,000) Shares on the terms and conditions set forth in this
Article VI.  Stock Options shall be evidenced by Stock Option agreements
in such form as the Board approves.  Stock Option agreements shall conform
to the provisions of the Plan and shall be identical for all Participants
except as necessary solely to reflect differences in the number of shares
covered by the Stock Options.

6.1  OPTION PRICE OF STOCK OPTIONS.  The exercise price for each Stock
Option granted under the Plan shall be equal to the Fair Market Value of
the Stock on the date of grant.

6.2  VESTING, EXERCISABILITY AND TERMS OF STOCK OPTIONS.

         (a)   Stock Options will become "vested" at the rate of 20% per year
(10,000 Shares per year for Mr. Bruno and 600 Shares per year for each of
the Participants other than Mr. Bruno) commencing on the date of grant and
continuing on each January 1 thereafter on which the Participant remains
a director of a Bank Subsidiary and/or a director of an Affiliate and/or
Employee of an Affiliate.

         (b)   Each group of "vested" Stock Options will thereafter become
exercisable at the rate of 20% per year commencing on the later of (a) six
(6) months and one day after the date the Stock Options are granted or (b)
January 1st after each vesting date.

         (c)   All Stock Options will generally lapse on December 31, 2006 to
the extent not fully exercised prior thereto.

         (d)   Upon the Termination of Service of a Participant due to
voluntary resignation or involuntary removal without Cause, all Stock
Options which have not become exercisable before the date the Participant
Terminates Service shall be forfeited and terminated immediately.  The
Participant may exercise a Stock Option to the extent it was exercisable
by him on the date immediately preceding such Termination within the
lesser of (i) one month from the date of Termination (six months from the
date of Termination in the case of voluntary resignation), or (ii) the
balance of the stated term of the Stock Option.  If a Participant shall
be removed as a director of an Affiliate for Cause, all Stock Options
granted to such Participant that have not been exercised prior to such
Termination for Cause shall, whether or not exercisable, be forfeited

<PAGE>
immediately upon such Termination.

6.3  ACCELERATED VESTING AND EXERCISABILITY OF STOCK OPTIONS.  If a
Participant shall Terminate Service by reason of his death or Disability,
all Stock Options granted to such Participant which have not become
exercisable on or before the date of such Termination shall immediately
become both "vested" and fully exercisable.  All Stock Options held by
such Participant may be exercised by the Participant, his estate or
beneficiary, or his representative, as the case may be, for a period of
one year from the date of such Termination, or until the expiration of the
stated term of such Stock Options, whichever period is shorter.

         Notwithstanding the provisions of Section 6.2, in the event of a
Change in Control, any Stock Option granted under the Plan to a
Participant which has not, as of the date of the Change in Control, become
exercisable shall immediately become both "vested" and fully exercisable. 

6.4  NONTRANSFERABILITY OF STOCK OPTIONS.  No Stock Option shall be
transferable except by will or the laws of descent and distribution. 
During the Participant's lifetime, the Stock Option shall be exercisable
only by him or, in the event of the Participant's incapacity or death, by
the Participant's guardian or legal representative.  More specifically,
without limitation, no Stock Option may be assigned, transferred (except
as specifically permitted by the Plan or the terms of the specific Stock
Option agreement consistent with the Plan), pledged or hypothecated in any
way, nor shall it be assignable by operation of law or subject to
execution, attachment, garnishment or similar process.  Any attempted
assignment, transfer, pledge, hypothecation or other disposition of a
Stock Option contrary to the provisions hereof, and the levy of any
execution, attachment, garnishment or similar process upon the Stock
Option, shall be null and void, and without force or effect.  The Board
may, however, in its sole discretion, allow for transfers of Stock Options
to family members, subject to such conditions or limitations as the Board
may establish to ensure compliance with Rule 16b-3 promulgated pursuant
to the Exchange Act, or for other purposes.

6.5  NO OBLIGATION TO EXERCISE STOCK OPTIONS.  The grant of a Stock Option
shall impose no obligation on the Participant to exercise such Stock
Option.

6.6  CANCELLATION OF STOCK OPTIONS.  The Board in its discretion may, with
the consent of any Participant, cancel any outstanding Stock Option.

6.7  NO RIGHTS AS A STOCKHOLDER.  A Participant or a transferee of a Stock
Option shall have no rights as a stockholder with respect to any Share
covered by his Stock Option until he shall have become the holder of
record of such Share, and he shall not be entitled to any dividends or
distributions or other rights in respect of such Share for which the
record date is prior to the date on which he shall have become the holder
of record thereof.

6.8  DEFERRED EXERCISE OF STOCK OPTIONS.  If a Participant's timely

<PAGE>
exercise of a Stock Option during a given taxable year, together with any
other compensation paid to the Participant for such year, would result in
a disallowance for Federal income tax purposes, pursuant to Section 402(m)
of the Code, of a deduction to the Corporation of all or part of the
Participant's income to be recognized during such taxable year for Federal
income tax purposes upon such exercise, then such Participant's exercise
of such Stock Option shall be ineffective and such exercise shall be
automatically deferred (except to the extent specifically permitted by the
Board) beyond the end of such taxable year of the Corporation to the
extent necessary to avoid such disallowance of a deduction to the
Corporation.  The deferral of exercise of a Stock Option provided by this
Section 6.9 shall be until the next succeeding taxable year in which the
Corporation is not denied a tax deduction related to such exercise.  The
deferral of exercise is for the Corporation's benefit and therefore
supersedes any other limitation on exercisability which may be set forth
in any other provision of this Plan or any Stock Option agreement.


                 ARTICLE VII.  EXERCISE OF STOCK OPTIONS

         Any Stock Option may be exercised in whole or in part at any time
subsequent to such Stock Option's becoming exercisable during the term of
such Stock Option; provided, however, that each partial exercise shall be
for whole Shares only.  Each Stock Option, or any exercisable portion
thereof, may only be exercised by delivery to the Secretary or his office
of (i) notice in writing signed by the Participant (or other person then
entitled to exercise such Stock Option) that such Stock Option, or a
specified portion thereof, is being exercised; (ii) payment in full for
the purchased Shares (as specified in Section 7.2 below); (iii) such
representations and documents as are necessary or advisable to effect
compliance with all applicable provisions of Federal or State securities
laws or regulations; (iv) in the event that the Stock Option or portion
thereof shall be exercised pursuant to Section 6.3 or 6.4 by any person
or persons other than the Participant, appropriate proof of the right of
such person or persons to exercise the Stock Option or portion thereof;
and (v) full payment to the Corporation of all amounts which, under
Federal or State law, it is required to withhold upon exercise of the
Stock Option (as specified in Section 7.3 below).

7.1  SHARE CERTIFICATES.  Upon receiving notice and payment, the
Corporation will cause to be delivered to the Participant, as soon as
practicable, a certificate in the Participant's name for the Shares
purchased.  The Shares issuable and deliverable upon the exercise of a
Stock Option shall be fully paid and nonassessable.  The Corporation shall
not be required to issue or deliver any certificate or certificates for
Shares purchased upon the complete or partial exercise of the Stock Option
prior to fulfillment of (i) the completion of any registration or other
qualification of such Shares under any Federal or State law or under
rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body which may be necessary or advisable;
and (ii) the obtaining of any approval or other clearance from any Federal
or State governmental agency which may be necessary or advisable.

<PAGE>
7.2  PAYMENT FOR SHARES.  Payment for Shares purchased under a Stock
Option granted hereunder shall be made in full upon exercise of the Stock
Option, (i) by certified or bank cashier's check payable to the order of
the Corporation, (ii) in the form of Shares already owned by the
Participant based in any such instance on the Fair Market Value of the
Stock on the date the Stock Option is exercised, or (iii) by a combination
of cash and Shares already owned.  To the extent the Stock Option exercise
price is paid in Shares as provided above, Shares delivered by the
Participant may be Shares which were received by the Participant upon
exercise of one or more Stock Options, but only if such Shares have been
held by the Participant for at least six months.

7.3  SHARE WITHHOLDING.  The Board shall require that a Participant pay
to the Corporation, at the time of exercise of a Stock Option, such amount
as the Board deems necessary to satisfy the Corporation's obligation, if
any, to withhold Federal or State income or other taxes incurred by reason
of the exercise or the transfer of Shares thereupon.  A Participant may
satisfy such withholding requirements by having the Corporation withhold
from the number of Shares otherwise issuable upon exercise of the Stock
Option that number of shares having an aggregate fair market value on the
date of exercise equal to the minimum amount required by law to be
withheld; provided, however, that in the case of an exercise by a
Participant who is subject to Section 16(b) of the Exchange Act, such
Participant must (i) exercise the Stock Option during the period beginning
on the third business day following the date of release to the press of
the quarterly or annual summary of earnings for the Corporation, and
ending on the twelfth business day following such date, or (ii)
irrevocably elect to utilize Share withholding at least six months prior
to the date of exercise.

7.4      LOANS.  The Corporation may make loans to such Participants as the
Board, in its discretion, may determine in connection with the exercise
of Stock Options granted under the Plan.  Such loans shall be subject to
the following terms and conditions and such other terms and conditions as
the Board shall determine not inconsistent with the Plan.  Any such loan
must bear interest at a rate, and otherwise be on repayment terms, which
are not more favorable to the Participant than comparable loans by the
Bank Subsidiaries to unrelated customers at the time the loan is made. 
In no event may the principal amount of any such loan exceed the exercise
price, at the date of exercise, of the Shares covered by the Stock Option
or portion thereof exercised by the Participant.  When a loan shall have
been made, the Board shall require that Shares of Common Stock and/or
other collateral having a value at least equal to the amount of the loan
having a fair market value at least equal to the principal amount of the
loan shall be pledged by the Participant to the Corporation as security
for payment of the unpaid balance of the loan.  Every such loan shall also
comply with all applicable laws, regulations and rules of the Board of
Governors of the Federal Reserve System and any other governmental agency
having jurisdiction thereof.


          ARTICLE VIII.  ADJUSTMENT FOR RECAPITALIZATION, ETC.

<PAGE>
         The aggregate number of Shares which may be purchased under the Plan
pursuant to Stock Options, the number of Shares covered by each
outstanding Stock Option, and the exercise price of each Stock Option
shall be appropriately adjusted for any increase or decrease in the number
of outstanding Shares resulting from a stock split or other subdivision
or consolidation of Shares or for other capital adjustments or payments
of stock dividends or distributions, other increases or decreases in the
outstanding Shares effected without receipt of consideration by the Cor-
poration, or reorganization, merger or consolidation, or other similar
change affecting the Shares.

         Such adjustment to a Stock Option shall be made without a change to
the total exercise price applicable to the unexercised portion of the
Stock Option (except for any change in the aggregate price resulting from
rounding-off of Share quantities or prices).  Any such adjustment made by
the Board shall be final and binding upon all Participants, the
Corporation, their representatives, and all other interested persons.  No
fractional Shares shall be issued as a result of such adjustment.

         In the event of a transaction involving (i) the liquidation or
dissolution of the Corporation, (ii) a merger or consolidation in which
the Corporation is not the surviving corporation or (iii) the sale or
disposition of all or substantially all of the Corporation's assets,
provision shall be made in connection with such transaction for the
assumption of Stock Options theretofore granted under the Plan, or the
substitution for such Stock Options of new Stock Options of the successor
corporation, with appropriate adjustment as to the number and kind of
Shares and the purchase price for Shares thereunder, or, in the discretion
of the Board, the Plan and the Stock Options issued hereunder shall
terminate on the effective date of such transaction if appropriate
provision is made for payment to the Participant of an amount in cash
equal to the fair market value of a Share multiplied by the number of
Shares subject to the Stock Options (to the extent such Stock Options have
not been exercised) less the exercise price for such Stock Options (to the
extent such Stock Options have not been exercised); provided, however,
that in no event shall the Board take any action or make any determination
under this Article VIII which would prevent a transaction described in
clause (ii) or (iii) above from being treated as a pooling of interests
under generally accepted accounting principles.


     ARTICLE IX.  GOVERNMENT REGULATIONS AND REGISTRATION OF SHARES

         The Plan, and the grant and exercise of Stock Options thereunder, and
the Corporation's obligation to sell and deliver Shares, shall be subject
to all applicable Federal and State laws, rules and regulations and to
such approvals by any regulatory or governmental agency as may be
required.

         Each Stock Option is subject to the requirement that if, at any time,
the Board determines, in its absolute discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is

<PAGE>
required by any securities exchange or NASDAQ or under any State or
Federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with,
the issuance of Shares, no Shares shall be issued, in whole or in part,
unless such listing, registration, qualification, consent or approval has
been effected or obtained, free of any conditions not acceptable to the
Board.  The Corporation shall not be deemed, by reason of the granting of
any Stock Option, to have any obligation to register the Shares subject
to such Stock Option under the Securities Act or to maintain in effect any
registration of such Shares which may be made at any time under the
Securities Act.

         Unless a registration statement under the Securities Act and the
applicable rules and regulations thereunder is then in effect with respect
to Shares issued upon exercise of any Stock Option (which registration
shall not be required), the Corporation shall require that the offer and
sale of such Shares be exempt from the registration provisions of said
Act.  In furtherance of such exemption, the Corporation may require, as
a condition precedent to the exercise of any Stock Option, that the person
exercising the Stock Option give to the Corporation written representation
and undertaking, satisfactory in form and substance to the Corporation,
that he is acquiring the Shares for his own account for investment and not
with a view to the distribution or resale thereof and otherwise establish
to the Corporation's satisfaction that the offer or sale of the Shares
issuable upon exercise of the Stock Option will not constitute or result
in any breach or violation of the Securities Act or any similar State act
or statute or any rules or regulations thereunder.  In the event a
Registration Statement under the Securities Act is not then in effect with
respect to the Shares issued upon exercise of a Stock Option, the
Corporation shall place upon any stock certificate an appropriate legend
referring to the restrictions on disposition under the Securities Act.

         The Corporation is relieved from any liability for the nonissuance
or nontransfer or any delay in issuance or transfer of any Shares subject
to Stock Options under the Plan which results from the inability of the
Corporation to obtain, or in any delay in obtaining, from any regulatory
body having jurisdiction, all requisite authority to issue or transfer
Shares upon exercise of the Stock Options under the Plan if counsel for
the Corporation deems such authority necessary for lawful issuance or
transfer of any such Shares.  Appropriate legends may be placed on the
stock certificates evidencing Shares issued upon exercise of Stock Options
to reflect such transfer restrictions.


                      ARTICLE X.  OTHER PROVISIONS

         The validity, interpretation and administration of the Plan and any
rules, regulations, determinations or decisions made thereunder, and the
rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined exclusively in accordance with
the laws of the State of New Jersey.

<PAGE>
         As used herein, the masculine gender shall include the feminine
gender.

         The headings in the Plan are for reference purposes only and shall
not affect the meaning or interpretation of the Plan.

         All notices or other communications made or given pursuant to this
Plan shall be in writing and shall be sufficiently made or given if hand-
delivered or mailed by certified mail, addressed to any Participant at the
address contained in the records of the Corporation or to the Corporation
at its principal office.

         The proceeds received from the sale of Shares pursuant to the Plan
shall be used for general corporate purposes.

         Nothing in the Plan or in any Stock Option granted hereunder shall
confer on any Participant any right to continue as, or to become, a
director or Employee of any Affiliate, or to interfere in any way with the
right of the Corporation or any of its Subsidiaries to terminate such
Participant's status as an Employee or as a director of any Subsidiary at
any time, subject to the Participant's contract rights, if any, and
applicable law.

         The Plan is intended to comply with Rule 16b-3 promulgated under the
Exchange Act and the Board shall interpret and administer the provisions
of the Plan or any Stock Option in a manner consistent therewith.  Any
provisions inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.

         All expenses and costs incurred in connection with the operation of
the Plan shall be borne by the Corporation.

         The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Affiliates, or any of them.  Nothing in
this Plan shall be construed to limit the right of any Affiliate (i) to
establish, alter or terminate any other forms of incentives, benefits or
compensation for directors and/or Employees, including, without
limitation, conditioning the right to receive other incentives, benefits
or compensation on an individual's not participating in this Plan; or (ii)
to grant or assume options otherwise than under this Plan in connection
with any proper corporate purpose, including, without limitation, the
grant or assumption of stock options in connection with the acquisition
by purchase, lease, merger, consolidation or otherwise, of the business,
stock, or assets of any corporation, firm or association.

         Participants shall have no rights as shareholders unless and until
certificates for Shares are registered in their names in satisfaction of
a properly exercised Stock Option.

         If the Board shall find that any person to whom any benefit is due
or payable under the Plan is unable to care for his affairs because of
illness or accident, or is a minor, or has died, then any payment due to

<PAGE>
such person or his estate (unless a prior claim therefor has been made by
a duly appointed legal representative), may, if the Board so determines,
be paid to his spouse, child, relative, an institution maintaining or
having custody of such person, or any other person deemed by the Board to
be a proper recipient on behalf of such person otherwise entitled to
payment.  Any such payment shall be a complete discharge of the liability
of the Board and the Corporation therefor.


         ARTICLE XI.  EFFECTIVE DATE AND EXPIRATION DATE OF PLAN

         The Plan is effective as of such date as it is approved by the
stockholders of the Corporation in a manner which complies with Rule 16b-3
under the Exchange Act and applicable State law.


            ARTICLE XII.  AMENDMENT OR DISCONTINUANCE OF PLAN

         The Board may, without the consent of the Corporation's stockholders
or Participants under the Plan, at any time terminate the Plan entirely,
and at any time or from time to time amend or modify the Plan, provided
that no such action shall adversely affect Stock Options theretofore
granted hereunder without the Participant's consent, and provided further
that no such action by the Board, without approval of the stockholders,
may (i) increase the total number of Shares which may be purchased or
acquired pursuant to Stock Options granted under the Plan, either in the
aggregate or for any Participant or eligible nonemployee director, except
as contemplated in Article VIII; (ii) expand the class of individuals
eligible to receive Stock Options under the Plan; (iii) decrease the
minimum Stock Option exercise price; (iv) extend the maximum term of Stock
Options granted hereunder; or (v) take any other action requiring
stockholder approval under Rule 16b-3 under the Exchange Act.  No
amendment or modification may become effective if it would cause the Plan
to fail to meet the applicable requirements of Rule 16b-3.


                   ARTICLE XIII.  SHAREHOLDER APPROVAL

         Anything in the Plan to the contrary notwithstanding, the grant of
Stock Options hereunder shall be of no force or effect, and no Stock
Option granted hereunder shall vest or become exercisable in any respect,
unless and until the Plan is approved by the affirmative vote of the
holders of a majority of the Shares present, in person or by proxy, and
entitled to vote at a meeting of the shareholders of the Corporation duly
held in accordance with the laws of New Jersey.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 64969}]
{"company-data": {"conformed-name": "GREATER COMMUNITY BANCORP", "cik": "0000773845", "assigned-sic": "6022", "irs-number": "222545165", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16153", "film-number": "96666231"}, "business-address": {"street1": "55 UNION BLVD", "city": "TOTOWA", "state": "NJ", "zip": "07512", "phone": "2019421111"}, "mail-address": {"street1": "55 UNION BLVD", "city": "TOTOWA", "state": "NJ", "zip": "07512"}, "former-company": {"former-conformed-name": "GREAT FALLS BANCORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on 
November 14, 1996             Registration No. 333-__________

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

                    GREATER COMMUNITY BANCORP
   .....................................................
     (Exact name of issuer as specified in its charter)

          NEW JERSEY                22-2545165
 .................................................................
(State or other jurisdiction of    (IRS Employer
incorporation or organization)     Identification No.)

     55 UNION BOULEVARD, TOTOWA, NEW JERSEY  07512
 .................................................................
(Address of Principal Executive Offices)     (Zip Code)

         1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
 .................................................................
                   (Full title of the plan)

                         GEORGE E. IRWIN
           55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
 ................................................................
              (Name and address of agent for service)

                           201-942-1111
 .................................................................
   Telephone number, including area code, of agent for service

                 CALCULATION OF REGISTRATION FEE
                                                                  
                           Proposed     Proposed                 
Title of                   maximum      maximum                  
securities     Amount      offering     aggregate       Amount   
to be          to be       price        offering          of     
registered    registered   per share     price           fee     
                            
Common Stock   95,000      $16.875      $1,603,125      $552.81
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that have previously been filed with
the Securities and Exchange Commission under Commission File No.
0-14294 are incorporated by reference into this Registration
Statement:

     1.   Annual Report on Form 10-KSB for the year ended
          December 31, 1995.

     2.   Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1996.

     3.   Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 1996.

     4.   Current Report on Form 8-K dated December 31, 1995.

     5.   Current Report on Form 8-K/A dated December 31, 1995.

     6.   Current Report on Form 8-K dated June 28, 1996

     7.   Current Report on Form 8-K dated July 3, 1996.

     8.   Current Report on Form 8-K dated July 30, 1996.

     9.   Registration Statement under the Securities Exchange
          Act of 1934 on Form 8-A, effective March 20, 1986.
     
     All documents filed by the Registrant pursuant to sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, after the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of the
filing of such documents.

Item 4.  Description of Securities

     The securities being registered are shares of the
Registrant's Common Stock, Par Value $1.00 Per Share.  Such
securities are described in the Registrant's Registration
Statement under the Securities Exchange Act of 1934 on Form 8-A,
effective March 20, 1986, which Registration Statement is
incorporated herein by reference as provided in Item 3 above.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers

     (1) Indemnification. Reference is made to Section 14A:3-5 of
the New Jersey Business Corporation Act, which sets forth the
extent to which a corporation may indemnify its directors,
officers and employees.  More specifically, such law empowers a
corporation to indemnify a corporate agent against his expenses
and liabilities incurred in connection with any proceeding (other
than a derivative lawsuit) involving the corporate agent by
reason of his being or having been a corporate agent if (a) the
agent 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 (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was
unlawful.  For purposes of such law the term "corporate agent"
includes any present or former director, officer, employee or
agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other
enterprise.

     With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses
incurred in connection with any proceeding involving the
corporate agent by reason of his being or having been a corporate
agent if the agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation.  However, only the court in which the
proceeding was brought can empower a corporation to indemnify a
corporate agent against expenses with respect to any claim, issue
or matter as to which the agent was adjudged liable to the
corporation.

     The corporation may indemnify a corporate agent in a
specific case if a determination is made by any of the following
that the applicable standard of conduct was met: (i) the Board of
Directors or a committee thereof, acting by a majority vote of a
quorum consisting of disinterested directors; (ii) by independent
legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make
the determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification
to the extent that the agent is successful on the merits or
otherwise in any proceeding, or in defense of any claim, issue or
matter in the proceeding.  If a corporation fails or refuses to
indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant
him the requested indemnification.  In advance of the final
disposition of a proceeding, the corporation may pay an agent's
expenses if the agent agrees to repay the expenses unless it is
ultimately determine he is entitled to indemnification.

     In accord with such statutory provision, Article VI of the
Registrant's By-laws provides as follows:

           "INDEMNIFICATION OF DIRECTORS AND OFFICERS"

          "(a) Proceedings by Others.  Provided a specific
     determination has been made as set forth below, the
     Corporation shall indemnify any person who is or was a
     Director or officer of the Corporation, or the legal
     representative of any such Director or officer, against
     reasonable costs, disbursements, and expenses, reasonable
     counsel fees, and amounts paid or incurred in satisfaction
     of settlements, judgments, fines and penalties, in
     connection with any proceeding involving such Director or
     officer by reason of his being or having been such a
     Director or officer, other than a proceeding by or in the
     right of the Corporation, if

          "(i) such Director or officer 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

          "(ii) with respect to any criminal proceeding, such
     Director or officer had no reasonable cause to believe his
     conduct was unlawful.

     "The termination of any proceeding by judgment, order,
     settlement, conviction or upon a plea of nolo contendere or
     its equivalent, shall not of itself create a presumption
     that such Director or officer did not meet the applicable
     standards of conduct set forth in subparagraphs (i) and (ii)
     hereof.  No indemnification called for by this paragraph
     shall be made by the corporation unless authorized in the
     specific case upon a determination that indemnification is
     proper in the circumstances because the Director or officer
     met the standard of conduct set forth in subparagraph (i)
     and, if applicable, (ii) of this paragraph (a). Such
     determination shall be made

          "(1) by the Board of Directors acting by a quorum of
Directors who were not parties to the proceeding; or

          "(2) if such a quorum is not obtainable, or even if
     obtainable and a quorum of the disinterested Directors so
     directs, by independent legal counsel in a written opinion;
     or

          "(3) by its Shareholders.

          "(b) Proceedings by Corporation.  Provided a specific  
          determination has been made, or court order entered, as set
          forth below, the Corporation shall indemnify any person who
          is or was a Director or officer of the Corporation against
          his reasonable costs, disbursements and counsel fees in
          connection with any proceeding by or in the right of the
          Corporation to procure a judgment in its favor which
          involves such Director or officer by reason of his being or
          having been such Director or officer, 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.  However,
          in no such proceeding shall indemnification be provided in
          respect of any claim, issue or matter as to which such
          Director or officer shall have been adjudged to be liable
          for negligence or misconduct, unless and only to the extent
          that the court in which such proceeding was brought shall
          determine upon application that despite the adjudication of
          liability, in view of all circumstances of the case such
          Director or officer is fairly and reasonably entitled to
          indemnity for such reasonable costs, disbursements and
          counsel fees as the court shall deem proper. No
          indemnification called for by this paragraph shall be made
          by the Corporation unless ordered by a court, or unless
          authorized in the specific case upon a determination that
          indemnification is proper in the circumstances because the
          Director or officer met the standard of conduct set forth
          above in this paragraph (b).  Such determination shall be
          made in one of three (3) manners referred to in the last
          sentence of paragraph (a) of this Article.

          "(c) Required Indemnification.  Notwithstanding the
     requirements of paragraphs (a) and (b) for a determination
     that indemnification is proper in a specific case, the
     Corporation shall in all cases indemnify any person who is
     or was a Director or officer of the Corporation against
     reasonable costs, disbursements and counsel fees to the
     extent that such Director or officer has been successful on
     the merits or otherwise in any proceeding referred to in
     paragraphs (a) and (b) of this Article or in defense of any
     claim, issue or matter therein.

          "(d) Advance Payment of Expenses Permitted.  Reasonable
     cost, disbursements and counsel fees incurred by a Director
or officer of the Corporation in connection with a
     proceeding may be paid by the Corporation in advance of the
     final disposition of the proceeding upon receipt of any
     undertaking by on behalf of the Director or officer to repay
     such amount unless it shall ultimately be determined that he
     is entitled to be indemnified as provided in this Article.

          "(e) Proceeding Defined.  As used in this Article VI,
     the term "proceeding" means any pending, threatened or
     completed civil, criminal, administrative or arbitrative
     action, suit or proceeding, and any appeal therein and any
     inquiry or investigation which could lead to such action,
     suit or proceeding.

          "(f) Provisions not Exclusive.  The indemnification
     provided by this Article shall be in addition to, and not
     exclusive of, any other rights to which a Director or
     officer, or any rights to which an employee or agent, of the
     Corporation may be entitled under the laws of the State of
     New Jersey or under any agreement, vote of shareholders, or
     otherwise."

     (2) Insurance Coverage.  Effective January 1, 1996, the
registrant purchased directors and officers liability insurance
coverage for a term of one year.  The policy will indemnify the
registrant, its officers and directors and the officers and
directors of its subsidiaries against certain claims in the
aggregate amount of $3 million with a standard deductible amount
per claim.  The coverage of such policy includes liabilities
arising under the Securities Act of 1933, as amended.

         (3) Exculpation.  Paragraph  7  of  the  Certificate  of
Incorporation of Greater Community Bancorp, as amended, provides
as follows:

          "A director or officer of the Corporation shall not be
         personally liable to the Corporation or its stockholders for
         damages for breach of any duty owed to the Corporation or
         its stockholders, except that this provision shall not
         relieve a director or officer from liability for any breach
         of duty based upon an act or omission (a) in breach of such
         person's duty of loyalty to the Corporation or its
         stockholders, (b) not in good faith or involving a knowing
         violation of law, or (c) resulting in receipt by such person
         of an improper personal benefit.  Any repeal or modification
         of this Article by the stockholders of the Corporation or
         otherwise shall not adversely affect any right or protection
         of a director or officer of the Corporation existing at the
         time of such repeal or modification."
Item 7.  Exemption form Registration Claimed.

         Not applicable.

Item 8.    Exhibits

         The following exhibits are being filed with this
Registration Statement

         4.1        Restated Certificate of Incorporation filed July
                    3, 1996. (Incorporated by reference to Exhibit
                    3.1 to Report on Form 8-K dated July 3, 1996.)

         4.2        Bylaws of Greater Community Bancorp, adopted June 13,
                    1985.  (Incorporated by reference to Exhibit 3(b), Item
                    25, Part II of Form S-18, Registration No. 2-99343-NY,
                    effective September 30, 1985.)

         4.3        Amendment to Bylaws amending Article III, Section 8,
                    increasing age qualification from 70 to 75 under
                    certain circumstances (Incorporated by reference to
                    Exhibit 3.6, Item 21(a), Part II of Form S-4,
                    Registration No. 33-62915, effective November 9, 1995.

         4.4        Amendment to Bylaws amending Article III, Section 1 to
                    increase stated time period from 90 to 120 days
                    (Incorporated by reference to Exhibit 3.7, Item 21(a),
                    Part II of Form S-4, Registration No. 33-62915,
                    effective November 9, 1995).

         5.1        Opinion of Williams, Caliri, Miller & Otley, a
                    Professional Corporation, as to the legality of the
                    securities being registered.

         23.1       Consent of Williams, Caliri, Miller & Otley, a
                    Professional Corporation (included in Exhibit 5.1).

         23.2       Consent of Arthur Andersen LLP

         24.1       Power of Attorney of Certain Directors and Officers
                    (included on signature page of this Registration
                    Statement).

         99.1       1996 Stock Option Plan For Nonemployee Directors of
                    Greater Community Bancorp.

Item 9.  Undertakings

         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 facts 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 this
          Registration Statement;

               (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 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)   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 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.

         (5) 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of
such issue.

                               SIGNATURES

         Pursuant to the requirement 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 Borough of Totowa, State
of New Jersey, on November 13, 1996.

                             GREATER COMMUNITY BANCORP

                             By:  /s/ George E. Irwin   
                                 GEORGE E. IRWIN
                                President and Director

         We, the undersigned directors and officers of Greater Community
Bancorp, do hereby jointly and severally appoint George E. Irwin our
true and lawful attorney and agent, to do any and all acts and things
in our names and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names
in the capacities indicated below, which said attorney and agent may
deem necessary or advisable to enable Greater Community Bancorp to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registrant on Statement on Form S-8, 
including specifically but without Limitation, power of authority to
sign for us or any of us, in our names in the capacities indicated
below, any and all amendment (including post-effective amendments) and
supplements hereto, and we do each hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Date: November 13, 1996

                               /s/ John Soldoveri    
                             JOHN SOLDOVERI
                             Chairman of the Board,
                             Principal Executive Officer
                             and Director

Date: November 13, 1996
                               /s/ George E. Irwin    
                             GEORGE E. IRWIN
                             President and Director

Date: November 13, 1996
                                /s/ Naqi A. Naqvi      
                             NAQI A. NAQVI
                             Treasurer, Principal Financial
                             Officer and Principal Accounting
                             Officer

Date: November 13, 1996
                               /s/ Alfred R. Urbano    
                             ALFRED R. URBANO
                             Director

Date: November 13, 1996      
                                /s/ Robert Conklin     
                             ROBERT CONKLIN
                             Director

Date: November  , 1996
                                                         
                             JOSEPH A. LOBOSCO
                             Director

Date: November 13, 1996
                               /s/ M. A. Bramante       
                             M. A. BRAMANTE
                             Director

Date: November  , 1996
                                               
                             CHARLES J. VOLPE
                             Director
Date: November 13, 1996
                               /s/ Anthony M. Bruno, Jr.   
                             ANTHONY M. BRUNO, JR.
                             Vice Chairman of the Board
                             and Director

Date: November 13, 1996        /s/ C. Mark Campbell      
                             C. MARK CAMPBELL
                             Executive Vice President
                             and Director

Date: November  , 1996  
                                                         
                             WILLIAM T. FERGUSON
                             Director
Registration No.

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

                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C. 20549

                                                

                                EXHIBITS

                               FILED WITH

                                FORM S-8

                         REGISTRATION STATEMENT

                                  UNDER

                       THE SECURITIES ACT OF 1933

                                                

                        GREATER COMMUNITY BANCORP

         (Exact name of Registrant as specified in its charter)
======================================================================
EXHIBIT INDEX

         The documents listed below are being filed as Exhibits to the
within Registration Statement on Form S-8.

Number                  Title

         4.1        Restated Certificate of Incorporation filed July 3,
                    1996. (Incorporated by reference to Exhibit 3.1 to
                    Report on Form 8-K dated July 3, 1996.)

         4.2        Bylaws of Greater Community Bancorp, adopted June 13,
                    1985.  (Incorporated by reference to Exhibit 3(b), Item
                    25, Part II of Form S-18, Registration No. 2-99343-NY,
                    effective September 30, 1985.)

         4.3        Amendment to Bylaws amending Article III, Section 8,
                    increasing age qualification from 70 to 75 under
                    certain circumstances (Incorporated by reference to
                    Exhibit 3.6, Item 21(a), Part II of Form S-4,
                    Registration No. 33-62915, effective November 9, 1995.

         4.4        Amendment to Bylaws amending Article III, Section 1 to
                    increase stated time period from 90 to 120 days
                    (Incorporated by reference to Exhibit 3.7, Item 21(a),
                    Part II of Form S-4, Registration No. 33-62915,
                    effective November 9, 1995).

         5.1        Opinion of Williams, Caliri, Miller & Otley, a
                    Professional Corporation, as to the legality of the
                    securities being registered.

         23.1       Consent of Williams, Caliri, Miller & Otley, a
                    Professional Corporation (included in Exhibit 5.1).

         23.2       Consent of Arthur Andersen LLP

         24.1       Power of Attorney of Certain Directors and Officers
                    (included on signature page of this Registration
                    Statement).

         99.1       1996 Stock Option Plan For Nonemployee Directors of
                    Greater Community Bancorp.
EXHIBIT 5.1

                                                            November 13, 1996

Greater Community Bancorp
55 Union Boulevard
Totowa, NJ 07512

Gentlemen:

         We have acted as counsel to Greater Community Bancorp, a New
Jersey Corporation (the "Company"), in connection with the Registration
Statement on Form S-8 to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of l933, covering the
registration of 95,000 shares of the Company's Common Stock, par value
$1.00 per share, which may be issued in connection with the Company's
1996 Stock Option Plan For Nonemployee Directors (the "Plan").

         We have examined such documents and instruments and satisfied
ourselves as to such other matters as we deemed necessary for the
purposes of this opinion.

         Based on the foregoing, we are of the opinion that:

         The shares of Common Stock being registered, when issued and
delivered against payment therefor pursuant to the terms of the Plan,
on or after the effective date of the Registration Statement, will be
legally issued, fully paid and non-assessable.

         We hereby consent to the use of this opinion in the Registration
Statement.

                                  Very truly yours,

                                  WILLIAMS, CALIRI, MILLER & OTLEY
                                       A PROFESSIONAL CORPORATION
EXHIBIT 23.2

                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Greater Community Bancorp: 

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated January 16, 1996 included in Greater Community Bancorp's
(formerly Great Falls Bancorp) Form 10-KSB for the year ended December
31, 1995 and to all references to our Firm included or made a part of
this Registration Statement on Form S-8.

                                  ARTHUR ANDERSEN LLP

Roseland, New Jersey
November 12, 1996
EXHIBIT 99.1

                       GREATER COMMUNITY BANCORP
                     (FORMERLY GREAT FALLS BANCORP)
                         1996 STOCK OPTION PLAN
                        FOR NONEMPLOYEE DIRECTORS

                          ARTICLE I.  PURPOSES

         The purposes of the Great Falls Bancorp 1996 Stock Option Plan for
Nonemployee Directors (the "Plan") are to (i) attract and retain highly
qualified nonemployee directors of Great Falls Bank and Bergen Commercial
Bank (the "Bank Subsidiaries"), which are the bank subsidiaries of Great
Falls Bancorp (the "Corporation"), (ii) align the long-term interests of
nonemployee directors of the Bank Subsidiaries and the Corporation's
stockholders by creating a direct link between compensation of nonemployee
directors and stockholder return, (iii) enable nonemployee directors of
the Bank Subsidiaries to develop and maintain stock ownership positions
in the Corporation, and (iv) provide incentives to such nonemployee
directors to contribute to the Corporation's success.  To achieve these
objectives, the Plan provides for the granting of "nonqualified stock
options" to the nonemployee directors of the Bank Subsidiaries.

                        ARTICLE II.  DEFINITIONS

         Whenever the following terms are used in this Plan, they shall have
the meanings specified below:

         (a)   "Affiliate" shall mean the Corporation or a Subsidiary.

         (b)   "Bank Subsidiaries" means Great Falls Bank and Bergen
Commercial Bank, both of which are banking corporations of the State of
New Jersey and Subsidiaries of the Corporation.  "Bank Subsidiary" means
either Great Falls Bank or Bergen Commercial Bank, as the context may
require.

         (c)   "Board" shall mean the Board of Directors of the Corporation.

         (d)   "Cause" shall mean (i) the conviction of the Participant of a
felony by a court of competent jurisdiction, (ii) the indictment of the
Participant by a State or Federal grand jury of competent jurisdiction for
embezzlement or misappropriation of funds of an Affiliate or for any act
of dishonesty or lack of fidelity towards an Affiliate, (iii) the written
confession by the Participant of any act of dishonesty towards an
Affiliate or any embezzlement or misappropriation of an Affiliate's funds,
or (iv) willful or gross neglect of the duties for which the Participant
was responsible, all as the Board, in its sole discretion, may determine.

         (e)   "Change in Control" shall mean the occurrence of one or more
of the following events:  (i) the Corporation acquires actual knowledge
that any person (as such term is used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act) other than an Affiliate is or becomes the beneficial
owner (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Corporation representing more than 25%
of the combined voting power of the Corporation's then outstanding
securities; (ii) the first purchase of Common Stock pursuant to a tender
or exchange offer (other than a tender or exchange offer made by an
Affiliate); (iii) the approval by the Corporation's stockholders of (a)
a merger or consolidation of the Corporation with or into another
corporation (other than a merger or consolidation in which the Corporation
is the surviving corporation and which does not result in any
reclassification or reorganization of the Corporation's then outstanding
shares of Common Stock or a change in the Corporation's directors, other
than the addition of not more than three directors), (b) a sale or
disposition of all or substantially all of the Corporation's assets, or
(c) a plan of liquidation or dissolution of the Corporation; (iv) during
any period of two consecutive calendar years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least two-thirds thereof, unless the election or nomination
for the election by the Corporation's stockholders of each new director
was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period; or (v) a sale
of (a) Common Stock of the Corporation if after such sale any person (as
defined above) other than an Affiliate owns a majority of the Common Stock
or (b) all or substantially all of the Corporation's assets (other than
in the ordinary course of business).

         (f)   "Code" shall mean the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.  (All citations to sections of the Code
are to such sections as they may from time to time be amended or
renumbered.)

         (g)   "Common Stock" shall mean the common stock of the Corporation,
par value $1.00 per share.

         (h)   "Corporation" shall mean Great Falls Bancorp, a New Jersey
business corporation.

         (i)   "Disability" shall mean permanent and total disability as
defined by the Corporation's employee welfare benefit plan offering a
long-term disability benefit, or, if no such benefit is offered, as
defined by Section 105(d)(4) of the Code (prior to the repeal of such
Section).  "Disability" shall also exist if documented by a signed written
opinion of a currently licensed medical doctor reasonably satisfactory to
the Board, which written opinion shall set forth, without limitation, a
medical opinion that the Participant is permanently disabled, the reasons
for such disability, and the date of commencement of such disability.

         (j)   "Employee" shall mean a common law employee (as defined in
accordance with the regulations and Revenue Rulings then applicable under
Section 3401(c) of the Code) of an Affiliate.
(k)   "Exchange Act" shall mean the Securities Exchange Act of 1934,
as now in effect or as hereafter amended.

         (l)   "Fair Market Value of Stock" shall mean for all purposes of the
Plan as follows:  (A) if the Shares are admitted to quotation on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") or other comparable quotation system and have been designated
as a National Market System ("NMS") security, fair market value on any
date shall be the last sale price reported for the Shares on such system
on such date or on the last day preceding such date on which a sale was
reported; (B) if the Shares are admitted to quotation on NASDAQ and have
not been designated an NMS security, fair market value on any date shall
be the average of the highest bid and lowest asked prices of the Shares
on such system on such date; (C) if the Shares are admitted to trading on
a national securities exchange, fair market value on any date shall be the
last sale price reported for the Shares on such exchange on such date or
on the last date preceding such date on which a sale was reported; or (D)
if neither (A), (B) nor (C) applies to the Shares, fair market value on
any date shall be a price equal to the mean between the closing bid and
asked prices for Shares, as quoted in writing to the Corporation by Ryan,
Beck & Co., Inc., a principal market maker for transactions in the
Corporation's Common Stock on the over-the-counter market, or other market
maker designated by the Board.

         (m)   "Participant" shall mean any one of the individuals who was a
member of the Board of Directors of either of the Bank Subsidiaries on
February 20, 1996 provided such individual was not also an Employee on
such date.

         (n)   "Plan" shall mean the Great Falls Bancorp 1996 Stock Option
Plan for Nonemployee Directors, as may be amended from time to time.

         (o)   "Secretary" shall mean the corporate secretary of the
Corporation.

         (p)   "Securities Act" shall mean the Securities Act of 1933, as now
in effect or as hereafter amended.

         (q)   "Shares" shall mean shares of Common Stock.

         (r)   "Stock Option" shall mean a right to purchase Common Stock
which is awarded in accordance with the terms of this Plan.

         (s)   "Subsidiary(ies)" shall mean any corporation or other legal
entity, domestic or foreign, more than 50% of the voting power of which
is owned or controlled, directly or indirectly by the Corporation.

         (t)   "Terminate (Termination of) Service (or Termination)" shall
mean the time at which the Participant ceases to provide services to an
Affiliate as a director or an Employee, but shall not include a lapse in
providing services which the Board determines to be a temporary leave of
absence.
ARTICLE III.  ADMINISTRATION

         The Plan shall be administered by the Board.  No member of the Board
shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan or any Stock Option granted
pursuant thereto.  All members of the Board shall be indemnified by the
Corporation with respect to any such action, determination or
interpretation to the fullest extent permitted by law.

         The Board is authorized, subject to the provisions of the Plan, to: 
(i) grant Stock Options to the respective Participants to purchase the
respective numbers of Shares indicated in Article VI of this Plan, either
following approval of the adoption of the Plan by the Corporation's
shareholders or prior to shareholder approval but subject to subsequent
approval of the Plan by the Corporation's shareholders; (ii) determine the
exercise price of the Shares subject to each Stock Option, which price
shall be not less than the minimum specified in Section 6.1; (iii)
determine who is a "nonemployee director" of a Bank Subsidiary eligible
to be a Participant; (iv) establish such rules and regulations as it deems
necessary for the proper administration of the Plan; and (v) make whatever
determinations and interpretations in connection with the Plan as it deems
necessary or advisable.  All determinations and interpretations made by
the Board shall be binding and conclusive on all Participants and on their
legal representatives and beneficiaries.

         The provisions of this Article III shall survive any termination of
the Plan.

                   ARTICLE IV.  SHARES SUBJECT TO PLAN

         The aggregate maximum number of Shares that may be made subject to
Stock Options granted pursuant to the Plan is Ninety-Five Thousand
(95,000) (or the number and kind of Shares or other securities which are
substituted for those Shares or to which those Shares are adjusted
pursuant to the provisions of Article VIII of the Plan).  The Corporation
shall reserve such number of Shares for the purposes of the Plan out of
its authorized but unissued shares, or out of Shares held in the
Corporation's treasury, or partly out of each, as shall be determined by
the Board.  No fractional Shares shall be issued with respect to Stock
Options granted under the Plan.

         In the event that any outstanding Stock Option under the Plan for any
reason expires, is terminated, forfeited or is canceled at any time, the
shares subject to such Options will be unavailable for future grants under
the Plan.

           ARTICLE V.  ELIGIBILITY FOR AWARD OF STOCK OPTIONS

         Only a Participant (as defined in paragraph (m) of Article II) shall
be eligible to be granted Stock Options; provided, however, that a
Participant shall not be eligible unless such Participant is still a
nonemployee director of one of the Bank Subsidiaries on the date Stock
Options are granted by the Board under the Plan.

                   ARTICLE VI.  GRANT OF STOCK OPTIONS

         Each Participant other than Anthony M. Bruno, Jr. shall be eligible
to be granted Stock Options to purchase Three Thousand (3,000) Shares on
the terms and conditions set forth in this Article VI.  Anthony M. Bruno,
Jr. shall be eligible to be granted Stock Options to purchase Fifty
Thousand (50,000) Shares on the terms and conditions set forth in this
Article VI.  Stock Options shall be evidenced by Stock Option agreements
in such form as the Board approves.  Stock Option agreements shall conform
to the provisions of the Plan and shall be identical for all Participants
except as necessary solely to reflect differences in the number of shares
covered by the Stock Options.

6.1  OPTION PRICE OF STOCK OPTIONS.  The exercise price for each Stock
Option granted under the Plan shall be equal to the Fair Market Value of
the Stock on the date of grant.

6.2  VESTING, EXERCISABILITY AND TERMS OF STOCK OPTIONS.

         (a)   Stock Options will become "vested" at the rate of 20% per year
(10,000 Shares per year for Mr. Bruno and 600 Shares per year for each of
the Participants other than Mr. Bruno) commencing on the date of grant and
continuing on each January 1 thereafter on which the Participant remains
a director of a Bank Subsidiary and/or a director of an Affiliate and/or
Employee of an Affiliate.

         (b)   Each group of "vested" Stock Options will thereafter become
exercisable at the rate of 20% per year commencing on the later of (a) six
(6) months and one day after the date the Stock Options are granted or (b)
January 1st after each vesting date.

         (c)   All Stock Options will generally lapse on December 31, 2006 to
the extent not fully exercised prior thereto.

         (d)   Upon the Termination of Service of a Participant due to
voluntary resignation or involuntary removal without Cause, all Stock
Options which have not become exercisable before the date the Participant
Terminates Service shall be forfeited and terminated immediately.  The
Participant may exercise a Stock Option to the extent it was exercisable
by him on the date immediately preceding such Termination within the
lesser of (i) one month from the date of Termination (six months from the
date of Termination in the case of voluntary resignation), or (ii) the
balance of the stated term of the Stock Option.  If a Participant shall
be removed as a director of an Affiliate for Cause, all Stock Options
granted to such Participant that have not been exercised prior to such
Termination for Cause shall, whether or not exercisable, be forfeited
immediately upon such Termination.

6.3  ACCELERATED VESTING AND EXERCISABILITY OF STOCK OPTIONS.  If a
Participant shall Terminate Service by reason of his death or Disability,
all Stock Options granted to such Participant which have not become
exercisable on or before the date of such Termination shall immediately
become both "vested" and fully exercisable.  All Stock Options held by
such Participant may be exercised by the Participant, his estate or
beneficiary, or his representative, as the case may be, for a period of
one year from the date of such Termination, or until the expiration of the
stated term of such Stock Options, whichever period is shorter.

         Notwithstanding the provisions of Section 6.2, in the event of a
Change in Control, any Stock Option granted under the Plan to a
Participant which has not, as of the date of the Change in Control, become
exercisable shall immediately become both "vested" and fully exercisable. 

6.4  NONTRANSFERABILITY OF STOCK OPTIONS.  No Stock Option shall be
transferable except by will or the laws of descent and distribution. 
During the Participant's lifetime, the Stock Option shall be exercisable
only by him or, in the event of the Participant's incapacity or death, by
the Participant's guardian or legal representative.  More specifically,
without limitation, no Stock Option may be assigned, transferred (except
as specifically permitted by the Plan or the terms of the specific Stock
Option agreement consistent with the Plan), pledged or hypothecated in any
way, nor shall it be assignable by operation of law or subject to
execution, attachment, garnishment or similar process.  Any attempted
assignment, transfer, pledge, hypothecation or other disposition of a
Stock Option contrary to the provisions hereof, and the levy of any
execution, attachment, garnishment or similar process upon the Stock
Option, shall be null and void, and without force or effect.  The Board
may, however, in its sole discretion, allow for transfers of Stock Options
to family members, subject to such conditions or limitations as the Board
may establish to ensure compliance with Rule 16b-3 promulgated pursuant
to the Exchange Act, or for other purposes.

6.5  NO OBLIGATION TO EXERCISE STOCK OPTIONS.  The grant of a Stock Option
shall impose no obligation on the Participant to exercise such Stock
Option.

6.6  CANCELLATION OF STOCK OPTIONS.  The Board in its discretion may, with
the consent of any Participant, cancel any outstanding Stock Option.

6.7  NO RIGHTS AS A STOCKHOLDER.  A Participant or a transferee of a Stock
Option shall have no rights as a stockholder with respect to any Share
covered by his Stock Option until he shall have become the holder of
record of such Share, and he shall not be entitled to any dividends or
distributions or other rights in respect of such Share for which the
record date is prior to the date on which he shall have become the holder
of record thereof.

6.8  DEFERRED EXERCISE OF STOCK OPTIONS.  If a Participant's timely
exercise of a Stock Option during a given taxable year, together with any
other compensation paid to the Participant for such year, would result in
a disallowance for Federal income tax purposes, pursuant to Section 402(m)
of the Code, of a deduction to the Corporation of all or part of the
Participant's income to be recognized during such taxable year for Federal
income tax purposes upon such exercise, then such Participant's exercise
of such Stock Option shall be ineffective and such exercise shall be
automatically deferred (except to the extent specifically permitted by the
Board) beyond the end of such taxable year of the Corporation to the
extent necessary to avoid such disallowance of a deduction to the
Corporation.  The deferral of exercise of a Stock Option provided by this
Section 6.9 shall be until the next succeeding taxable year in which the
Corporation is not denied a tax deduction related to such exercise.  The
deferral of exercise is for the Corporation's benefit and therefore
supersedes any other limitation on exercisability which may be set forth
in any other provision of this Plan or any Stock Option agreement.

                 ARTICLE VII.  EXERCISE OF STOCK OPTIONS

         Any Stock Option may be exercised in whole or in part at any time
subsequent to such Stock Option's becoming exercisable during the term of
such Stock Option; provided, however, that each partial exercise shall be
for whole Shares only.  Each Stock Option, or any exercisable portion
thereof, may only be exercised by delivery to the Secretary or his office
of (i) notice in writing signed by the Participant (or other person then
entitled to exercise such Stock Option) that such Stock Option, or a
specified portion thereof, is being exercised; (ii) payment in full for
the purchased Shares (as specified in Section 7.2 below); (iii) such
representations and documents as are necessary or advisable to effect
compliance with all applicable provisions of Federal or State securities
laws or regulations; (iv) in the event that the Stock Option or portion
thereof shall be exercised pursuant to Section 6.3 or 6.4 by any person
or persons other than the Participant, appropriate proof of the right of
such person or persons to exercise the Stock Option or portion thereof;
and (v) full payment to the Corporation of all amounts which, under
Federal or State law, it is required to withhold upon exercise of the
Stock Option (as specified in Section 7.3 below).

7.1  SHARE CERTIFICATES.  Upon receiving notice and payment, the
Corporation will cause to be delivered to the Participant, as soon as
practicable, a certificate in the Participant's name for the Shares
purchased.  The Shares issuable and deliverable upon the exercise of a
Stock Option shall be fully paid and nonassessable.  The Corporation shall
not be required to issue or deliver any certificate or certificates for
Shares purchased upon the complete or partial exercise of the Stock Option
prior to fulfillment of (i) the completion of any registration or other
qualification of such Shares under any Federal or State law or under
rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body which may be necessary or advisable;
and (ii) the obtaining of any approval or other clearance from any Federal
or State governmental agency which may be necessary or advisable.
7.2  PAYMENT FOR SHARES.  Payment for Shares purchased under a Stock
Option granted hereunder shall be made in full upon exercise of the Stock
Option, (i) by certified or bank cashier's check payable to the order of
the Corporation, (ii) in the form of Shares already owned by the
Participant based in any such instance on the Fair Market Value of the
Stock on the date the Stock Option is exercised, or (iii) by a combination
of cash and Shares already owned.  To the extent the Stock Option exercise
price is paid in Shares as provided above, Shares delivered by the
Participant may be Shares which were received by the Participant upon
exercise of one or more Stock Options, but only if such Shares have been
held by the Participant for at least six months.

7.3  SHARE WITHHOLDING.  The Board shall require that a Participant pay
to the Corporation, at the time of exercise of a Stock Option, such amount
as the Board deems necessary to satisfy the Corporation's obligation, if
any, to withhold Federal or State income or other taxes incurred by reason
of the exercise or the transfer of Shares thereupon.  A Participant may
satisfy such withholding requirements by having the Corporation withhold
from the number of Shares otherwise issuable upon exercise of the Stock
Option that number of shares having an aggregate fair market value on the
date of exercise equal to the minimum amount required by law to be
withheld; provided, however, that in the case of an exercise by a
Participant who is subject to Section 16(b) of the Exchange Act, such
Participant must (i) exercise the Stock Option during the period beginning
on the third business day following the date of release to the press of
the quarterly or annual summary of earnings for the Corporation, and
ending on the twelfth business day following such date, or (ii)
irrevocably elect to utilize Share withholding at least six months prior
to the date of exercise.

7.4      LOANS.  The Corporation may make loans to such Participants as the
Board, in its discretion, may determine in connection with the exercise
of Stock Options granted under the Plan.  Such loans shall be subject to
the following terms and conditions and such other terms and conditions as
the Board shall determine not inconsistent with the Plan.  Any such loan
must bear interest at a rate, and otherwise be on repayment terms, which
are not more favorable to the Participant than comparable loans by the
Bank Subsidiaries to unrelated customers at the time the loan is made. 
In no event may the principal amount of any such loan exceed the exercise
price, at the date of exercise, of the Shares covered by the Stock Option
or portion thereof exercised by the Participant.  When a loan shall have
been made, the Board shall require that Shares of Common Stock and/or
other collateral having a value at least equal to the amount of the loan
having a fair market value at least equal to the principal amount of the
loan shall be pledged by the Participant to the Corporation as security
for payment of the unpaid balance of the loan.  Every such loan shall also
comply with all applicable laws, regulations and rules of the Board of
Governors of the Federal Reserve System and any other governmental agency
having jurisdiction thereof.

          ARTICLE VIII.  ADJUSTMENT FOR RECAPITALIZATION, ETC.
The aggregate number of Shares which may be purchased under the Plan
pursuant to Stock Options, the number of Shares covered by each
outstanding Stock Option, and the exercise price of each Stock Option
shall be appropriately adjusted for any increase or decrease in the number
of outstanding Shares resulting from a stock split or other subdivision
or consolidation of Shares or for other capital adjustments or payments
of stock dividends or distributions, other increases or decreases in the
outstanding Shares effected without receipt of consideration by the Cor-
poration, or reorganization, merger or consolidation, or other similar
change affecting the Shares.

         Such adjustment to a Stock Option shall be made without a change to
the total exercise price applicable to the unexercised portion of the
Stock Option (except for any change in the aggregate price resulting from
rounding-off of Share quantities or prices).  Any such adjustment made by
the Board shall be final and binding upon all Participants, the
Corporation, their representatives, and all other interested persons.  No
fractional Shares shall be issued as a result of such adjustment.

         In the event of a transaction involving (i) the liquidation or
dissolution of the Corporation, (ii) a merger or consolidation in which
the Corporation is not the surviving corporation or (iii) the sale or
disposition of all or substantially all of the Corporation's assets,
provision shall be made in connection with such transaction for the
assumption of Stock Options theretofore granted under the Plan, or the
substitution for such Stock Options of new Stock Options of the successor
corporation, with appropriate adjustment as to the number and kind of
Shares and the purchase price for Shares thereunder, or, in the discretion
of the Board, the Plan and the Stock Options issued hereunder shall
terminate on the effective date of such transaction if appropriate
provision is made for payment to the Participant of an amount in cash
equal to the fair market value of a Share multiplied by the number of
Shares subject to the Stock Options (to the extent such Stock Options have
not been exercised) less the exercise price for such Stock Options (to the
extent such Stock Options have not been exercised); provided, however,
that in no event shall the Board take any action or make any determination
under this Article VIII which would prevent a transaction described in
clause (ii) or (iii) above from being treated as a pooling of interests
under generally accepted accounting principles.

     ARTICLE IX.  GOVERNMENT REGULATIONS AND REGISTRATION OF SHARES

         The Plan, and the grant and exercise of Stock Options thereunder, and
the Corporation's obligation to sell and deliver Shares, shall be subject
to all applicable Federal and State laws, rules and regulations and to
such approvals by any regulatory or governmental agency as may be
required.

         Each Stock Option is subject to the requirement that if, at any time,
the Board determines, in its absolute discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or NASDAQ or under any State or
Federal law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with,
the issuance of Shares, no Shares shall be issued, in whole or in part,
unless such listing, registration, qualification, consent or approval has
been effected or obtained, free of any conditions not acceptable to the
Board.  The Corporation shall not be deemed, by reason of the granting of
any Stock Option, to have any obligation to register the Shares subject
to such Stock Option under the Securities Act or to maintain in effect any
registration of such Shares which may be made at any time under the
Securities Act.

         Unless a registration statement under the Securities Act and the
applicable rules and regulations thereunder is then in effect with respect
to Shares issued upon exercise of any Stock Option (which registration
shall not be required), the Corporation shall require that the offer and
sale of such Shares be exempt from the registration provisions of said
Act.  In furtherance of such exemption, the Corporation may require, as
a condition precedent to the exercise of any Stock Option, that the person
exercising the Stock Option give to the Corporation written representation
and undertaking, satisfactory in form and substance to the Corporation,
that he is acquiring the Shares for his own account for investment and not
with a view to the distribution or resale thereof and otherwise establish
to the Corporation's satisfaction that the offer or sale of the Shares
issuable upon exercise of the Stock Option will not constitute or result
in any breach or violation of the Securities Act or any similar State act
or statute or any rules or regulations thereunder.  In the event a
Registration Statement under the Securities Act is not then in effect with
respect to the Shares issued upon exercise of a Stock Option, the
Corporation shall place upon any stock certificate an appropriate legend
referring to the restrictions on disposition under the Securities Act.

         The Corporation is relieved from any liability for the nonissuance
or nontransfer or any delay in issuance or transfer of any Shares subject
to Stock Options under the Plan which results from the inability of the
Corporation to obtain, or in any delay in obtaining, from any regulatory
body having jurisdiction, all requisite authority to issue or transfer
Shares upon exercise of the Stock Options under the Plan if counsel for
the Corporation deems such authority necessary for lawful issuance or
transfer of any such Shares.  Appropriate legends may be placed on the
stock certificates evidencing Shares issued upon exercise of Stock Options
to reflect such transfer restrictions.

                      ARTICLE X.  OTHER PROVISIONS

         The validity, interpretation and administration of the Plan and any
rules, regulations, determinations or decisions made thereunder, and the
rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined exclusively in accordance with
the laws of the State of New Jersey.
As used herein, the masculine gender shall include the feminine
gender.

         The headings in the Plan are for reference purposes only and shall
not affect the meaning or interpretation of the Plan.

         All notices or other communications made or given pursuant to this
Plan shall be in writing and shall be sufficiently made or given if hand-
delivered or mailed by certified mail, addressed to any Participant at the
address contained in the records of the Corporation or to the Corporation
at its principal office.

         The proceeds received from the sale of Shares pursuant to the Plan
shall be used for general corporate purposes.

         Nothing in the Plan or in any Stock Option granted hereunder shall
confer on any Participant any right to continue as, or to become, a
director or Employee of any Affiliate, or to interfere in any way with the
right of the Corporation or any of its Subsidiaries to terminate such
Participant's status as an Employee or as a director of any Subsidiary at
any time, subject to the Participant's contract rights, if any, and
applicable law.

         The Plan is intended to comply with Rule 16b-3 promulgated under the
Exchange Act and the Board shall interpret and administer the provisions
of the Plan or any Stock Option in a manner consistent therewith.  Any
provisions inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.

         All expenses and costs incurred in connection with the operation of
the Plan shall be borne by the Corporation.

         The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Affiliates, or any of them.  Nothing in
this Plan shall be construed to limit the right of any Affiliate (i) to
establish, alter or terminate any other forms of incentives, benefits or
compensation for directors and/or Employees, including, without
limitation, conditioning the right to receive other incentives, benefits
or compensation on an individual's not participating in this Plan; or (ii)
to grant or assume options otherwise than under this Plan in connection
with any proper corporate purpose, including, without limitation, the
grant or assumption of stock options in connection with the acquisition
by purchase, lease, merger, consolidation or otherwise, of the business,
stock, or assets of any corporation, firm or association.

         Participants shall have no rights as shareholders unless and until
certificates for Shares are registered in their names in satisfaction of
a properly exercised Stock Option.

         If the Board shall find that any person to whom any benefit is due
or payable under the Plan is unable to care for his affairs because of
illness or accident, or is a minor, or has died, then any payment due to
such person or his estate (unless a prior claim therefor has been made by
a duly appointed legal representative), may, if the Board so determines,
be paid to his spouse, child, relative, an institution maintaining or
having custody of such person, or any other person deemed by the Board to
be a proper recipient on behalf of such person otherwise entitled to
payment.  Any such payment shall be a complete discharge of the liability
of the Board and the Corporation therefor.

         ARTICLE XI.  EFFECTIVE DATE AND EXPIRATION DATE OF PLAN

         The Plan is effective as of such date as it is approved by the
stockholders of the Corporation in a manner which complies with Rule 16b-3
under the Exchange Act and applicable State law.

            ARTICLE XII.  AMENDMENT OR DISCONTINUANCE OF PLAN

         The Board may, without the consent of the Corporation's stockholders
or Participants under the Plan, at any time terminate the Plan entirely,
and at any time or from time to time amend or modify the Plan, provided
that no such action shall adversely affect Stock Options theretofore
granted hereunder without the Participant's consent, and provided further
that no such action by the Board, without approval of the stockholders,
may (i) increase the total number of Shares which may be purchased or
acquired pursuant to Stock Options granted under the Plan, either in the
aggregate or for any Participant or eligible nonemployee director, except
as contemplated in Article VIII; (ii) expand the class of individuals
eligible to receive Stock Options under the Plan; (iii) decrease the
minimum Stock Option exercise price; (iv) extend the maximum term of Stock
Options granted hereunder; or (v) take any other action requiring
stockholder approval under Rule 16b-3 under the Exchange Act.  No
amendment or modification may become effective if it would cause the Plan
to fail to meet the applicable requirements of Rule 16b-3.

                   ARTICLE XIII.  SHAREHOLDER APPROVAL

         Anything in the Plan to the contrary notwithstanding, the grant of
Stock Options hereunder shall be of no force or effect, and no Stock
Option granted hereunder shall vest or become exercisable in any respect,
unless and until the Plan is approved by the affirmative vote of the
holders of a majority of the Shares present, in person or by proxy, and
entitled to vote at a meeting of the shareholders of the Corporation duly
held in accordance with the laws of New Jersey.