AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1997

                                                       REGISTRATION NO. ________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                CARNEGIE BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   22-3257100
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

619 ALEXANDER ROAD, PRINCETON, NEW JERSEY                    07030
-----------------------------------------                  ----------
 (Address of principal executive offices)                  (Zip code)

                        1995 DIRECTORS STOCK OPTION PLAN
                         1995 EMPLOYEE STOCK OPTION PLAN
                        --------------------------------
                            (Full title of the plan)

                               THOMAS L. GRAY, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              619 ALEXANDER ROAD
                               PRINCETON, NJ 07030
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (609) 520-0601
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      Proposed        Proposed
                                       maximum         maximum
Title                  Amount         offering        aggregate       Amount of
of securities           to be        price per         offering     registration
to be registered     registered      share (2)        price (2)         fee
--------------------------------------------------------------------------------
Common Stock,        
  no par value
  par value          173,806(1)        $19.25         $3,345,766       $1,014
--------------------------------------------------------------------------------

       (1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under Registrant's 1995 Directors Stock Option Plan and 1995
Employee Stock Option Plan. This Registration Statement also relates to such
indeterminate number of additional shares of Common Stock of the Registrant as
may be issuable as a result of stock splits, stock dividends or similar
transactions, as described in such Plans.

       (2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based on the average of the high and low prices quoted on the National
Association of Securities Dealers Automated Quotation System on January 22,
1997, and estimated solely for the purpose of calculating the registration fee.

                                     Page 1
                            Exhibit Index at Page 8

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents are hereby incorporated by reference in this
Registration Statement:

         (a) the Registrant's Annual Report on Form 10-K for the year ended
             December 31, 1995;

         (b) the Registrant's Quarterly Report on Form 10-Q for the quarter
             ended September 30, 1996;

         (c) the Registrant's Current Reports on Form 8-K filed on
             January 30, 1996, April 12, 1996, August 5, 1996, October 29, 1996,
             and January 24, 1997; and

         (d) the Registrant's Registration Statement on Form 8-A dated
             July 21, 1994.

       In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates of filing
of such documents.

       Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

                                     Page 2

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Article VII of the Registrant's Certificate of Incorporation requires the
Registrant to indemnify its officers, directors, employees and agents, and any
other persons serving at the request of the Registrant as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) incurred in connection with any
pending or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, with respect to which such officer, director,
employee agent or other person is a party, or is threatened to be made a party,
to the full extent permitted by the New Jersey Business Corporation Act (the
"Act").

       Section 14A:3-5 of the Act gives a corporation the power, without a
specific authorization in its certificate of incorporation or by-laws, to
indemnify a director, officer, employee or agent (a "corporate agent") against
expenses and liabilities incurred in connection with certain proceedings,
involving the corporate agent by reason of his being or having been such a
corporate agent, provided that with regard to a proceeding other than one by or
in the right of the corporation, the corporate agent must have acted in good
faith and in the manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his conduct was unlawful. In
such proceeding, termination of a proceeding by judgment, order, settlement,
conviction or upon plea of nolo contendere or its equivalent does not of itself
create a presumption that any such corporate agent failed to meet the above
applicable standards of conduct. The indemnification provided by the Act does
not exclude any rights to which a corporate agent may be entitled under a
certificate of incorporation, by-law, agreement, vote of shareholders or
otherwise. No indemnification, other than that required when a corporate agent
is successful on the merits or otherwise in any of the above proceedings shall
be allowed if such indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law or a resolution of the board of directors
or of the shareholders, an agreement or other proper corporate action in effect
at the time of the accrual of the alleged cause of action which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
corporation or the rights of indemnification to which a corporate agent may be
entitled.

                                     Page 3

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8. EXHIBITS.

       The following exhibits are filed with this Registration Statement:

     Exhibit Number             Description of Exhibit
     --------------             ----------------------
         4(a)                1995 Directors Stock Option Plan

         4(b)                1995 Employee Stock Option Plan

         5(a)                Opinion of McCarter & English

        23(a)                Consent of McCarter & English (included in
                             the opinion filed as Exhibit 5(a) hereto)

         23(b)               Consent of Coopers & Lybrand

         24                  Power of Attorney

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 and 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,

       (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.

                                     Page 4

<PAGE>

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

       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 or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.







                                     Page 5

<PAGE>

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Princeton, State of New Jersey, on August 6, 1996.

                                        CARNEGIE BANCORP

                                        By: /s/  THOMAS L. GRAY
                                            ----------------------------
                                                 Thomas L. Gray,
                                                 President
                                                 (Principal Executive Officer)

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

   Name                        Title                                Date
   ----                        -----                                ----
/s/  THOMAS L. GRAY, JR.       President, Chief                 August 6, 1996
--------------------------     Executive Officer and
     Thomas L. Gray, Jr.       Director

                               
/s/  MARK A. WOLTERS           Executive Vice President         August 6, 1996
--------------------------     and Director (Principal
     Mark A. Wolters           Financial Officer and
                               Principal Accounting
                               Officer)

/s/  BRUCE A. MAHON            Director and Chairman            August 6, 1996
--------------------------     of the Board
     Bruce A. Mahon        

/s/  MICHAEL E. GOLDEN         Director                         August 6, 1996
--------------------------
     Michael E. Golden

/s/  THEODORE H. DOLCI, JR.    Director                         August 6, 1996
--------------------------
     Theodore H. Dolci, Jr.

/s/  JAMES E. QUACKENBUSH      Director                         August 6, 1996
-------------------------
     James E. Quackenbush

                                     Page 6


<PAGE>



   Name                        Title                                Date
   ----                        -----                                ----

/s/  STEVEN L. SHAPIRO         Director                         August 6, 1996
-------------------------
     Steven L. Shapiro

/s/  SHELLEY M. ZEIGER         Director                         August 6, 1996
-------------------------
     Shelley M. Zeiger

/s/  JOSEPH J. OAKES, III      Director                         August 6, 1996
-------------------------
     Joseph J. Oakes, III

                                     Page 7

<PAGE>


               EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8

                                       OF

                                CARNEGIE BANCORP

Exhibit No.           Name of Document                               Page
-----------           ----------------                               ----
       4(a)      1995 Directors Stock Option Plan                      9

       4(b)      1995 Employee Stock Option Plan                      18

       5(a)      Opinion of McCarter & English                        28

      23(a)      Consent of McCarter & English (included
                   in the opinion filed as Exhibit 5(a) hereto)

      23(b)      Consent of Coopers & Lybrand                         30

      24         Power of Attorney                                    31



                                     Page 8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15776}]
{"company-data": {"conformed-name": "CARNEGIE BANCORP", "cik": "0000915277", "assigned-sic": "6021", "irs-number": "223257100", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20515", "film-number": "97511759"}, "business-address": {"street1": "619 ALEXANDER RD", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6095200601"}, "mail-address": {"street1": "619 ALEXANDER ROAD", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1997

                                                       REGISTRATION NO. ________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                CARNEGIE BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   22-3257100
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

619 ALEXANDER ROAD, PRINCETON, NEW JERSEY                    07030
-----------------------------------------                  ----------
 (Address of principal executive offices)                  (Zip code)

                        1995 DIRECTORS STOCK OPTION PLAN
                         1995 EMPLOYEE STOCK OPTION PLAN
                        --------------------------------
                            (Full title of the plan)

                               THOMAS L. GRAY, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              619 ALEXANDER ROAD
                               PRINCETON, NJ 07030
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (609) 520-0601
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      Proposed        Proposed
                                       maximum         maximum
Title                  Amount         offering        aggregate       Amount of
of securities           to be        price per         offering     registration
to be registered     registered      share (2)        price (2)         fee
--------------------------------------------------------------------------------
Common Stock,        
  no par value
  par value          173,806(1)        $19.25         $3,345,766       $1,014
--------------------------------------------------------------------------------

       (1) Maximum number of shares authorized for issuance pursuant to the
exercise of options under Registrant's 1995 Directors Stock Option Plan and 1995
Employee Stock Option Plan. This Registration Statement also relates to such
indeterminate number of additional shares of Common Stock of the Registrant as
may be issuable as a result of stock splits, stock dividends or similar
transactions, as described in such Plans.

       (2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based on the average of the high and low prices quoted on the National
Association of Securities Dealers Automated Quotation System on January 22,
1997, and estimated solely for the purpose of calculating the registration fee.

                                     Page 1
                            Exhibit Index at Page 8
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents are hereby incorporated by reference in this
Registration Statement:

         (a) the Registrant's Annual Report on Form 10-K for the year ended
             December 31, 1995;

         (b) the Registrant's Quarterly Report on Form 10-Q for the quarter
             ended September 30, 1996;

         (c) the Registrant's Current Reports on Form 8-K filed on
             January 30, 1996, April 12, 1996, August 5, 1996, October 29, 1996,
             and January 24, 1997; and

         (d) the Registrant's Registration Statement on Form 8-A dated
             July 21, 1994.

       In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective dates of filing
of such documents.

       Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

                                     Page 2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Article VII of the Registrant's Certificate of Incorporation requires the
Registrant to indemnify its officers, directors, employees and agents, and any
other persons serving at the request of the Registrant as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) incurred in connection with any
pending or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, with respect to which such officer, director,
employee agent or other person is a party, or is threatened to be made a party,
to the full extent permitted by the New Jersey Business Corporation Act (the
"Act").

       Section 14A:3-5 of the Act gives a corporation the power, without a
specific authorization in its certificate of incorporation or by-laws, to
indemnify a director, officer, employee or agent (a "corporate agent") against
expenses and liabilities incurred in connection with certain proceedings,
involving the corporate agent by reason of his being or having been such a
corporate agent, provided that with regard to a proceeding other than one by or
in the right of the corporation, the corporate agent must have acted in good
faith and in the manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his conduct was unlawful. In
such proceeding, termination of a proceeding by judgment, order, settlement,
conviction or upon plea of nolo contendere or its equivalent does not of itself
create a presumption that any such corporate agent failed to meet the above
applicable standards of conduct. The indemnification provided by the Act does
not exclude any rights to which a corporate agent may be entitled under a
certificate of incorporation, by-law, agreement, vote of shareholders or
otherwise. No indemnification, other than that required when a corporate agent
is successful on the merits or otherwise in any of the above proceedings shall
be allowed if such indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law or a resolution of the board of directors
or of the shareholders, an agreement or other proper corporate action in effect
at the time of the accrual of the alleged cause of action which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
corporation or the rights of indemnification to which a corporate agent may be
entitled.

                                     Page 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8. EXHIBITS.

       The following exhibits are filed with this Registration Statement:

     Exhibit Number             Description of Exhibit
     --------------             ----------------------
         4(a)                1995 Directors Stock Option Plan

         4(b)                1995 Employee Stock Option Plan

         5(a)                Opinion of McCarter & English

        23(a)                Consent of McCarter & English (included in
                             the opinion filed as Exhibit 5(a) hereto)

         23(b)               Consent of Coopers & Lybrand

         24                  Power of Attorney

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 and 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,

       (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.

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

       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 or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     Page 5
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Princeton, State of New Jersey, on August 6, 1996.

                                        CARNEGIE BANCORP

                                        By: /s/  THOMAS L. GRAY
                                            ----------------------------
                                                 Thomas L. Gray,
                                                 President
                                                 (Principal Executive Officer)

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

   Name                        Title                                Date
   ----                        -----                                ----
/s/  THOMAS L. GRAY, JR.       President, Chief                 August 6, 1996
--------------------------     Executive Officer and
     Thomas L. Gray, Jr.       Director

                               
/s/  MARK A. WOLTERS           Executive Vice President         August 6, 1996
--------------------------     and Director (Principal
     Mark A. Wolters           Financial Officer and
                               Principal Accounting
                               Officer)

/s/  BRUCE A. MAHON            Director and Chairman            August 6, 1996
--------------------------     of the Board
     Bruce A. Mahon        

/s/  MICHAEL E. GOLDEN         Director                         August 6, 1996
--------------------------
     Michael E. Golden

/s/  THEODORE H. DOLCI, JR.    Director                         August 6, 1996
--------------------------
     Theodore H. Dolci, Jr.

/s/  JAMES E. QUACKENBUSH      Director                         August 6, 1996
-------------------------
     James E. Quackenbush

                                     Page 6
Name                        Title                                Date
   ----                        -----                                ----

/s/  STEVEN L. SHAPIRO         Director                         August 6, 1996
-------------------------
     Steven L. Shapiro

/s/  SHELLEY M. ZEIGER         Director                         August 6, 1996
-------------------------
     Shelley M. Zeiger

/s/  JOSEPH J. OAKES, III      Director                         August 6, 1996
-------------------------
     Joseph J. Oakes, III

                                     Page 7
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8

                                       OF

                                CARNEGIE BANCORP

Exhibit No.           Name of Document                               Page
-----------           ----------------                               ----
       4(a)      1995 Directors Stock Option Plan                      9

       4(b)      1995 Employee Stock Option Plan                      18

       5(a)      Opinion of McCarter & English                        28

      23(a)      Consent of McCarter & English (included
                   in the opinion filed as Exhibit 5(a) hereto)

      23(b)      Consent of Coopers & Lybrand                         30

      24         Power of Attorney                                    31

                                     Page 8