<PAGE>
                                                                 No. 33-
===========================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                              ----------------------
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933
                              ----------------------

                            THE SUMMIT BANCORPORATION
                            -------------------------
              (Exact name of registrant as specified in its charter)

          New Jersey                         22-2007124
 _____________________________      ____________________________
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)         Identification No.)

                                 One Main Street
                            Chatham, New Jersey 07928
                     ----------------------------------------
                     (Address of principal executive offices)

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

                            THE SUMMIT BANCORPORATION 
                        1995 DIRECTORS STOCK OPTION PLAN 

                               -------------------
                             (Full title of the plan)

                                  JOHN F. KUNTZ
                     General Counsel and Corporate Secretary
                            The Summit Bancorporation
                                 One Main Street
                            Chatham, New Jersey 07928
                     ---------------------------------------
                     (Name and address of agent for service)

                                  (201) 701-2665
                    ------------------------------------------
                    (Telephone number, including area code, of
                                agent for service)
                              ----------------------

                          Copy of all communications to:
                              MARTIN RUBASHKIN, ESQ.
                              Bourne, Noll & Kenyon
                              382 Springfield Avenue
                             Summit, New Jersey 07901
===========================================================================
                                        1




<PAGE>
                              (Cover Page Continued)

                         CALCULATION OF REGISTRATION FEE


                                   Proposed    Proposed
                                   Maximum     Maximum
   Title of                        Offering    Aggregate    Amount of
   Securities to   Amount to be    Price Per   Offering     Registration
   be Registered   Registered (1)  Share (1)   Price (1)    Fee (1)
   -------------   --------------  ---------   ---------    ------------
   Common Stock     165,000        $ 29.00     $4,785,000   $1,650.00
   No Par Value
   (and 
   associated
   stock purchase
   rights) (2)



     (1)  The registration fee is calculated by using $ 29.00 per share as the
average of the high and low prices per share as reported on the NASDAQ National
Market System on October 12, 1995, solely for the purpose of determining the
registration fee for the 165,000 additional shares registered hereby.  See SEC
Rule 457(c) and (h).

     (2)  Prior to the occurrence of certain events, the stock purchase rights
will not be evidenced separately from the common stock.

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

                                        2

          
                                     PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The registrant hereby incorporates by reference the following
documents:

          (a)  The registrant's Annual Report on Form 10-K for its fiscal year
               ended December 31, 1994; 

          (b)  The registrant's Quarterly Reports on Form 10-Q for the quarters
               ended March 31 and June 30, 1995;

          (c)  The registrant's Current Reports on Form 8-K dated May 16, 1995,
               July 7, 1995 and September 27, 1995;   
          
          (d)  The registrant's Definitive Proxy Statement for its Annual
               Meeting of Shareholders held on April 18, 1995. 

          (e)  Description of the registrant's Junior Participating Preferred
               stock, contained in the registrant's registration statement on
               Form 8-A filed February 3, 1990 and amendment thereto on Form 8
               filed January 31, 1992.

          All documents subsequently filed by the registrant pursuant to
<PAGE>
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 have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date 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 on Form S-8 to the extent that a statement
contained in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. 
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement on
Form S-8.

ITEM 4.   DESCRIPTION OF SECURITIES

General

          The registrant's authorized capital stock consists of 50,000,000
shares of common stock, no par value, and 12,000,000 shares of preferred stock,
no par value, issuable in one or more series and with such terms as the
registrant's board of directors determines.  As of June 30, 1995, there were 

                                        3

issued 33,804,009 and outstanding 33,719,524 shares of common stock and 504,481 
shares of Cumulative Adjustable Rate Preferred Stock.  As of June 30, 1995, 
there were 1,777,404 shares of common stock reserved for issuance under various 
stock incentive plans.  As of June 30, 1995, 2,579,159 shares of common stock 
were reserved for issuance under the Dividend Reinvestment and Stock Purchase 
Plan (described below) and 250,000 shares of Series B Junior Participating 
Preferred Stock were reserved for issuance under the Shareholder Rights Plan 
(described below).

          The following summary does not purport to be complete and is subject
in all respects to the applicable provisions of the New Jersey Business
Corporation Act, the registrant's certificate of incorporation, including
certificates of designation pursuant to which the outstanding series of
preferred stock was issued, and the registrant's Shareholder Rights Plan and
Dividend Reinvestment and Stock Purchase Plan.

Common Stock

          Holders of common stock are entitled to receive dividends when and as
declared by the registrant's board of directors out of funds legally available
therefor, provided that, so long as any shares of preferred stock are
outstanding, no dividends (other than dividends payable in common stock) or
other distributions (including redemptions and purchases) may be made with
respect to the common stock unless full dividends on the shares of preferred
stock, including accumulations, have been paid.

          In the event of the liquidation of the registrant, holders of common
stock would be entitled to receive pro rata any assets legally available for
distribution to holders of common stock with respect to shares held by them,
subject to any prior rights of any preferred stock then outstanding.

          The common stock does not have any preemptive rights, redemption
privileges, sinking fund privileges, or conversion rights.  All the outstanding
shares of common stock are validly issued, fully paid and nonassessable.
<PAGE>
          Subject to the rights of the preferred stock under certain
circumstances, the holders of outstanding common stock are entitled to one vote
per share with no cumulative voting.

          The registrant's certificate of incorporation and bylaws provide for
a classified board of directors by dividing the board into three classes of
approximately equal size.  Directors are generally elected for three-year terms
which have been established so that the terms of office of approximately one-
third of the members of the board expire each year.

                                        4

          The registrant's certificate of incorporation also provides that no
merger or consolidation or similar transaction involving the registrant may be
effected without the approval of voting securities representing at least two-
thirds of the votes entitled to be cast (excluding shares owned by 5%
shareholders and their affiliates) unless the board of directors has previously
approved the transaction or unless certain fair price tests, meant to ensure
equal price treatment for all shareholders, are met.  The effect of this
provision, together with the provisions for the classified board and the
Shareholder Rights Plan (described below), may make it difficult for any person
to acquire control of the registrant and remove management by means of a
hostile takeover.

     On May 9, 1995, the registrant announced that its board of directors had
authorized the repurchase of up to 2.3 million shares of its common stock and
that it expected to make such purchases from time to time in the open market or
in privately negotiated transactions, subject to market conditions.

Preferred Stock

          The registrant's board of directors is authorized by the registrant's
certificate of incorporation to issue shares of preferred stock in series and
classes and to fix, from time to time, the number of shares to be included in
any class and series and the par value, dividend rights, voting rights,
redemption rights, designation, relative rights, preferences and limitations,
and all other characteristics and rights of the shares of each class and
series.

          The registrant's only issued and outstanding series of preferred
stock is the Adjustable Rate Cumulative Preferred Stock, $25.00 stated value. 
The holders of adjustable rate cumulative preferred shares are entitled to
receive, when and as declared by the registrant's board of directors,
cumulative preferred dividends payable quarterly in cash at the applicable rate
in effect at the time of declaration.  The applicable rate for any dividend
period is 2.75% below the highest of the three-month "Treasury Bill Rate," the
"Ten-Year Constant Maturity Rate" and the "Twenty-Year Constant Maturity Rate"
determined in advance of the dividend period.  However, the applicable rate for
any dividend period will not be less than 6% per annum nor greater than 12% per
annum.  Shares of the Adjustable Rate Cumulative Preferred Stock are
redeemable, in whole or in part, at $25.00 per share.

          No shares of the registrant's Series B Junior Participating Preferred
Stock (described below) are outstanding. 

Shareholder Rights Plan

          The registrant's Shareholder Rights Plan is intended to protect
shareholders in the event of certain unsolicited offers or attempts to acquire
<PAGE>
the registrant.  The Plan provides that attached to each share of common stock
is one right which, when exercisable, entitles the holder of the right to

                                        5

purchase one-hundredth of a share of Series B Junior Participating Preferred
Stock at a purchase price of $70, subject to adjustment.  In certain events
(such as a person or group acquiring or announcing an intent to acquire 15% or
more of the common stock or the registrant's board of directors determining
that 10% or more of the common stock has been acquired by an adverse person, as
defined in the Shareholder Rights Plan), exercise of the rights would entitle
the holder to common stock of the registrant or a surviving corporation with a
market value of two times the exercise purchase price.  Accordingly, exercise
of the rights may cause substantial dilution to a person that attempts to
acquire the registrant.  The rights automatically attach to each outstanding
share of common stock.  There is no monetary value presently assigned to the
rights, and they do not trade separately from the shares of common stock unless
and until they become exercisable.  The rights expire on January 15, 2000.  The
Plan may have certain antitakeover effects, although it is not intended to
preclude any prospective offer for all outstanding shares of common stock at a
fair price and otherwise in the best interests of the registrant and its
shareholders, as determined by the registrant's board of directors.  However, a
shareholder could potentially disagree with the board's determination of what
constitutes a fair price or the best interests of the registrant and its
shareholders.

Dividend Reinvestment and Stock Purchase Plan

          In September 1991, the registrant amended its Dividend Reinvestment
and Stock Purchase Plan to permit the registrant's shareholders to purchase
newly issued common stock at up to a 5% discount from the current market price
(as defined in the Plan).  Effective November 13, 1992, the discount was
reduced to 3.5%.  As long as the registrant continues to issue common stock
under the Plan, the registrant anticipates that the proceeds from sales under
the Plan will increase its equity capital and the number of shares of common
stock outstanding on a systematic and continuing basis.

Recent Developments

          On September 10, 1995 the registrant entered into an Agreement and
Plan of Merger (the "Merger Agreement") with UJB Financial Corp. ("UJB")
pursuant to which the registrant will be merged with and into UJB in a stock-
for-stock merger.  Pursuant to the Merger Agreement, each outstanding share of
the registrant's common stock (other than treasury shares or shares owned by
UJB or a subsidiary of UJB) will be exchanged for .9 shares of UJB common stock
and all shares of the registrant's $25.00 Stated Value Adjustable Rate
Cumulative Preferred Stock (other than treasury shares or shares held by UJB or
one of its subsidiaries) will be converted into one share of $25.00 Stated
Value Adjustable Rate Cumulative Preferred Stock of UJB.  Consummation of the
merger is subject to the satisfaction of all terms and conditions set forth in
the Merger Agreement, including the receipt of required regulatory approvals, 

                                        6

approval of the shareholders of both the registrant and UJB and a letter from
KPMG Peat Marwick L.L.P. to the effect that the transaction will qualify for
pooling-of-interests accounting treatment.

          In connection with the Merger Agreement, the registrant has granted
<PAGE>
to UJB an option to acquire 6,730,000 shares of the registrant's common stock
at $26.75 per share exercisable under certain circumstances and UJB has granted
to the registrant an option to acquire 11,450,000 shares of UJB Common Stock at
$36.625 per share, also exercisable under certain circumstances.

          The registrant's  Shareholder Rights Plan (the "Rights Plan") was
amended on September 10, 1995 to exclude UJB or any of its affiliates or
associates from the definition of "Acquiring Person". The effect of this
amendment is to not to treat the merger or stock option exercise as a
triggering event permitting the registrant's common stockholders to purchase
shares of Series B Junior Participating Preferred Stock under the Rights Plan.
See "Shareholder Rights Plan", above. 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the Common Stock of the registrant (the "Common
Stock") offered pursuant to this Registration Statement on Form S-8 will be
passed upon for the Corporation by Bourne, Noll & Kenyon, P.A. and all
attorneys employed thereby own shares of Common Stock in an amount that does
not exceed .005% of the outstanding Common Stock of the registrant.

          The consolidated financial statements of The Summit Bancorporation
and subsidiaries as of December 31, 1994 and 1993 and for each of the years in
the three-year period ended December 31, 1994, included in the registrant's
Annual Report on Form 10-K, have been incorporated by reference herein in
reliance on the report of KPMG Peat Marwick LLP, independent certified public
accountants, included in the registrant's 1994 Annual Report on Form 10-K and
incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          As provided under New Jersey law, the registrant's certificate of
incorporation provides that a director or officer shall not be personally
liable to the corporation or its shareholders for breach of duty owed to the
corporation, except that such 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 duty based upon an act or omission (a) in breach of such person's
duty of loyalty to the corporation or its shareholders, (b) not in good faith
or involving a knowing violation of law or (c) resulting in receipt by such
person or any improper personal benefit.

                                        7

          Under Article X of its bylaws, the registrant is required, to the
full extent permitted by law, to indemnify its directors, officers, employees
and agents.  The New Jersey Business Corporation Act provides that a
corporation may indemnify its directors, officers, and agents against
judgments, fines, penalties, amounts paid in settlement and expenses, including
attorney's fees, resulting from various types of legal actions or proceedings
if the actions of the party being indemnified meet the standards of conduct
specified therein.  Determinations concerning whether the applicable standard
of conduct has been met can be made by (a) a disinterested majority of the
board of directors, (b) independent legal counsel, or (c) an affirmative vote
of a majority of shares held by the shareholders.  No indemnification shall be
made to or on behalf of a corporate director, officer, employee or agent if a
judgment or other final adjudication adverse to such person establishes that
his acts or omissions (a) were breaches of his duty of loyalty to the
corporation or its shareholders, (b) were not in good faith or involved a
<PAGE>
knowing violation of law or (c) resulted in receipt by such person or an
improper personal benefit.

          The registrant's directors and officers are insured against losses
arising from any claim against them as such for wrongful acts or omissions,
subject to certain limitations.

ITEM 8.   EXHIBITS

5         Opinion of Bourne, Noll & Kenyon

24(a)     Consent of Counsel (included in Exhibit 5)

24(b)     Consent of Independent Auditors

25        Power of Attorney

99        Copy of The Summit Bancorporation 1995 Directors Stock Option Plan

ITEM 9.   UNDERTAKINGS

          The registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement (1) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (2) 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 the
registration statement; (3) 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 sections (1) and (2) above do not apply if the 

                                        8

registration statement is on Form S-3 or Form S-8 and information required to
be included in a post-effective amendment by those sections 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.

          The registrant hereby undertakes (1) that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment to this 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 and (2) 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.

          The 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 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
<PAGE>
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.

                                        9

                                    SIGNATURES

The Registrant
- --------------

          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 Borough of Chatham, State of New Jersey, on October 18,
1995.


                              THE SUMMIT BANCORPORATION


                              By:/S/ John F. Kuntz
                                 -----------------------------
                                   John F. Kuntz,
                                   Corporate Secretary


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



     Signitures                 Capacity               Date
     ----------                 --------               ----

          *                 Chairman of the    October 18, 1995
     ---------------------  Board of Directors    
     Thomas D. Sayles, Jr.

     /S/ Robert G. Cox      President, Chief   October 18, 1995
     --------------------   Executive Officer
      Robert G. Cox         and Director
                            (Principal
                            Executive
                            Officer)

<PAGE>     
     /S/ John R.Feeney      Senior Executive    October 18, 1995
     ------------------     Vice President
     John R. Feeney         and Chief
                            Financial Officer
                            (Principal
                            Financial
                            Officer)

     /S/ Alfred J. Soles    Senior Vice         October 18, 1995
     --------------------   President and
     Alfred J. Soles        Controller
                            (Principal
                            Accounting
                            Officer)

                                        10

     Signitures                 Capacity               Date
     ----------                 --------               ----

          *
   ----------------------   Director            October 18, 1995      
     Allan G. Anderson   

          *
   ----------------------   Director            October 18, 1995      
     S. Rodgers Benjamin

          *
   ----------------------   Director            October 18, 1995      
     James C. Brady, Jr.

          *
   ----------------------   Director            October 18, 1995      
     Samuel V. Gilman, Jr.

          *
   ----------------------   Director            October 18, 1995      
     S. Griffin McClellan
      III
          *
   ----------------------   Director            October 18, 1995      
     William Boyce Lum

          *
   ----------------------   Director            October 18, 1995      
     Robert W. Parsons, Jr.

          *
   ----------------------   Director            October 18, 1995      
     Reeve Schley III

          *
   ----------------------   Director            October 18, 1995      
     Orin R. Smith

          *
   ----------------------   Director            October 18, 1995      
     Douglas G. Watson
<PAGE>
          *
   ----------------------   Director            October 18, 1995      
     Kate B. Wood

*    John F. Kuntz, by signing his name hereto, does sign this document on
     behalf of each of the persons indicated above pursuant to powers of
     attorney duly executed by such persons and filed as exhibits herewith.

                               /S/ John F. Kuntz
                              -------------------------------
                              John F. Kuntz, Attorney-in-Fact

                                        11


                                     EXHIBITS


                                                  
Exhibit Number
- --------------

5         Opinion of Bourne, Noll & Kenyon

24(a)     Consent of Counsel (included in
          Exhibit 5)

24(b)     Consent of Independent Auditors

25        Power of Attorney

99        Copy of The Summit Bancorporation  
          1995 Directors Stock Option Plan


                                        12
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{"company-data": {"conformed-name": "SUMMIT BANCORPORATION", "cik": "0000200754", "assigned-sic": "6022", "irs-number": "222007124", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63479", "film-number": "95581471"}, "business-address": {"street1": "ONE MAIN ST", "city": "CHATHAM", "state": "NJ", "zip": "07928", "phone": "2017012666"}, "mail-address": {"street2": "ONE MAIN ST", "city": "CHATHAM", "state": "NJ", "zip": "07928"}}
No. 33-
===========================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                              ----------------------
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933
                              ----------------------

                            THE SUMMIT BANCORPORATION
                            -------------------------
              (Exact name of registrant as specified in its charter)

          New Jersey                         22-2007124
 _____________________________      ____________________________
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)         Identification No.)

                                 One Main Street
                            Chatham, New Jersey 07928
                     ----------------------------------------
                     (Address of principal executive offices)

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

                            THE SUMMIT BANCORPORATION 
                        1995 DIRECTORS STOCK OPTION PLAN 

                               -------------------
                             (Full title of the plan)

                                  JOHN F. KUNTZ
                     General Counsel and Corporate Secretary
                            The Summit Bancorporation
                                 One Main Street
                            Chatham, New Jersey 07928
                     ---------------------------------------
                     (Name and address of agent for service)

                                  (201) 701-2665
                    ------------------------------------------
                    (Telephone number, including area code, of
                                agent for service)
                              ----------------------

                          Copy of all communications to:
                              MARTIN RUBASHKIN, ESQ.
                              Bourne, Noll & Kenyon
                              382 Springfield Avenue
                             Summit, New Jersey 07901
===========================================================================
                                        1
(Cover Page Continued)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed    Proposed
                                   Maximum     Maximum
   Title of                        Offering    Aggregate    Amount of
   Securities to   Amount to be    Price Per   Offering     Registration
   be Registered   Registered (1)  Share (1)   Price (1)    Fee (1)
   -------------   --------------  ---------   ---------    ------------
   Common Stock     165,000        $ 29.00     $4,785,000   $1,650.00
   No Par Value
   (and 
   associated
   stock purchase
   rights) (2)

     (1)  The registration fee is calculated by using $ 29.00 per share as the
average of the high and low prices per share as reported on the NASDAQ National
Market System on October 12, 1995, solely for the purpose of determining the
registration fee for the 165,000 additional shares registered hereby.  See SEC
Rule 457(c) and (h).

     (2)  Prior to the occurrence of certain events, the stock purchase rights
will not be evidenced separately from the common stock.

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

                                        2

          
                                     PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The registrant hereby incorporates by reference the following
documents:

          (a)  The registrant's Annual Report on Form 10-K for its fiscal year
               ended December 31, 1994; 

          (b)  The registrant's Quarterly Reports on Form 10-Q for the quarters
               ended March 31 and June 30, 1995;

          (c)  The registrant's Current Reports on Form 8-K dated May 16, 1995,
               July 7, 1995 and September 27, 1995;   
          
          (d)  The registrant's Definitive Proxy Statement for its Annual
               Meeting of Shareholders held on April 18, 1995. 

          (e)  Description of the registrant's Junior Participating Preferred
               stock, contained in the registrant's registration statement on
               Form 8-A filed February 3, 1990 and amendment thereto on Form 8
               filed January 31, 1992.

          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 have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date 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 on Form S-8 to the extent that a statement
contained in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement. 
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement on
Form S-8.

ITEM 4.   DESCRIPTION OF SECURITIES

General

          The registrant's authorized capital stock consists of 50,000,000
shares of common stock, no par value, and 12,000,000 shares of preferred stock,
no par value, issuable in one or more series and with such terms as the
registrant's board of directors determines.  As of June 30, 1995, there were 

                                        3

issued 33,804,009 and outstanding 33,719,524 shares of common stock and 504,481 
shares of Cumulative Adjustable Rate Preferred Stock.  As of June 30, 1995, 
there were 1,777,404 shares of common stock reserved for issuance under various 
stock incentive plans.  As of June 30, 1995, 2,579,159 shares of common stock 
were reserved for issuance under the Dividend Reinvestment and Stock Purchase 
Plan (described below) and 250,000 shares of Series B Junior Participating 
Preferred Stock were reserved for issuance under the Shareholder Rights Plan 
(described below).

          The following summary does not purport to be complete and is subject
in all respects to the applicable provisions of the New Jersey Business
Corporation Act, the registrant's certificate of incorporation, including
certificates of designation pursuant to which the outstanding series of
preferred stock was issued, and the registrant's Shareholder Rights Plan and
Dividend Reinvestment and Stock Purchase Plan.

Common Stock

          Holders of common stock are entitled to receive dividends when and as
declared by the registrant's board of directors out of funds legally available
therefor, provided that, so long as any shares of preferred stock are
outstanding, no dividends (other than dividends payable in common stock) or
other distributions (including redemptions and purchases) may be made with
respect to the common stock unless full dividends on the shares of preferred
stock, including accumulations, have been paid.

          In the event of the liquidation of the registrant, holders of common
stock would be entitled to receive pro rata any assets legally available for
distribution to holders of common stock with respect to shares held by them,
subject to any prior rights of any preferred stock then outstanding.

          The common stock does not have any preemptive rights, redemption
privileges, sinking fund privileges, or conversion rights.  All the outstanding
shares of common stock are validly issued, fully paid and nonassessable.
Subject to the rights of the preferred stock under certain
circumstances, the holders of outstanding common stock are entitled to one vote
per share with no cumulative voting.

          The registrant's certificate of incorporation and bylaws provide for
a classified board of directors by dividing the board into three classes of
approximately equal size.  Directors are generally elected for three-year terms
which have been established so that the terms of office of approximately one-
third of the members of the board expire each year.

                                        4

          The registrant's certificate of incorporation also provides that no
merger or consolidation or similar transaction involving the registrant may be
effected without the approval of voting securities representing at least two-
thirds of the votes entitled to be cast (excluding shares owned by 5%
shareholders and their affiliates) unless the board of directors has previously
approved the transaction or unless certain fair price tests, meant to ensure
equal price treatment for all shareholders, are met.  The effect of this
provision, together with the provisions for the classified board and the
Shareholder Rights Plan (described below), may make it difficult for any person
to acquire control of the registrant and remove management by means of a
hostile takeover.

     On May 9, 1995, the registrant announced that its board of directors had
authorized the repurchase of up to 2.3 million shares of its common stock and
that it expected to make such purchases from time to time in the open market or
in privately negotiated transactions, subject to market conditions.

Preferred Stock

          The registrant's board of directors is authorized by the registrant's
certificate of incorporation to issue shares of preferred stock in series and
classes and to fix, from time to time, the number of shares to be included in
any class and series and the par value, dividend rights, voting rights,
redemption rights, designation, relative rights, preferences and limitations,
and all other characteristics and rights of the shares of each class and
series.

          The registrant's only issued and outstanding series of preferred
stock is the Adjustable Rate Cumulative Preferred Stock, $25.00 stated value. 
The holders of adjustable rate cumulative preferred shares are entitled to
receive, when and as declared by the registrant's board of directors,
cumulative preferred dividends payable quarterly in cash at the applicable rate
in effect at the time of declaration.  The applicable rate for any dividend
period is 2.75% below the highest of the three-month "Treasury Bill Rate," the
"Ten-Year Constant Maturity Rate" and the "Twenty-Year Constant Maturity Rate"
determined in advance of the dividend period.  However, the applicable rate for
any dividend period will not be less than 6% per annum nor greater than 12% per
annum.  Shares of the Adjustable Rate Cumulative Preferred Stock are
redeemable, in whole or in part, at $25.00 per share.

          No shares of the registrant's Series B Junior Participating Preferred
Stock (described below) are outstanding. 

Shareholder Rights Plan

          The registrant's Shareholder Rights Plan is intended to protect
shareholders in the event of certain unsolicited offers or attempts to acquire
the registrant.  The Plan provides that attached to each share of common stock
is one right which, when exercisable, entitles the holder of the right to

                                        5

purchase one-hundredth of a share of Series B Junior Participating Preferred
Stock at a purchase price of $70, subject to adjustment.  In certain events
(such as a person or group acquiring or announcing an intent to acquire 15% or
more of the common stock or the registrant's board of directors determining
that 10% or more of the common stock has been acquired by an adverse person, as
defined in the Shareholder Rights Plan), exercise of the rights would entitle
the holder to common stock of the registrant or a surviving corporation with a
market value of two times the exercise purchase price.  Accordingly, exercise
of the rights may cause substantial dilution to a person that attempts to
acquire the registrant.  The rights automatically attach to each outstanding
share of common stock.  There is no monetary value presently assigned to the
rights, and they do not trade separately from the shares of common stock unless
and until they become exercisable.  The rights expire on January 15, 2000.  The
Plan may have certain antitakeover effects, although it is not intended to
preclude any prospective offer for all outstanding shares of common stock at a
fair price and otherwise in the best interests of the registrant and its
shareholders, as determined by the registrant's board of directors.  However, a
shareholder could potentially disagree with the board's determination of what
constitutes a fair price or the best interests of the registrant and its
shareholders.

Dividend Reinvestment and Stock Purchase Plan

          In September 1991, the registrant amended its Dividend Reinvestment
and Stock Purchase Plan to permit the registrant's shareholders to purchase
newly issued common stock at up to a 5% discount from the current market price
(as defined in the Plan).  Effective November 13, 1992, the discount was
reduced to 3.5%.  As long as the registrant continues to issue common stock
under the Plan, the registrant anticipates that the proceeds from sales under
the Plan will increase its equity capital and the number of shares of common
stock outstanding on a systematic and continuing basis.

Recent Developments

          On September 10, 1995 the registrant entered into an Agreement and
Plan of Merger (the "Merger Agreement") with UJB Financial Corp. ("UJB")
pursuant to which the registrant will be merged with and into UJB in a stock-
for-stock merger.  Pursuant to the Merger Agreement, each outstanding share of
the registrant's common stock (other than treasury shares or shares owned by
UJB or a subsidiary of UJB) will be exchanged for .9 shares of UJB common stock
and all shares of the registrant's $25.00 Stated Value Adjustable Rate
Cumulative Preferred Stock (other than treasury shares or shares held by UJB or
one of its subsidiaries) will be converted into one share of $25.00 Stated
Value Adjustable Rate Cumulative Preferred Stock of UJB.  Consummation of the
merger is subject to the satisfaction of all terms and conditions set forth in
the Merger Agreement, including the receipt of required regulatory approvals, 

                                        6

approval of the shareholders of both the registrant and UJB and a letter from
KPMG Peat Marwick L.L.P. to the effect that the transaction will qualify for
pooling-of-interests accounting treatment.

          In connection with the Merger Agreement, the registrant has granted
to UJB an option to acquire 6,730,000 shares of the registrant's common stock
at $26.75 per share exercisable under certain circumstances and UJB has granted
to the registrant an option to acquire 11,450,000 shares of UJB Common Stock at
$36.625 per share, also exercisable under certain circumstances.

          The registrant's  Shareholder Rights Plan (the "Rights Plan") was
amended on September 10, 1995 to exclude UJB or any of its affiliates or
associates from the definition of "Acquiring Person". The effect of this
amendment is to not to treat the merger or stock option exercise as a
triggering event permitting the registrant's common stockholders to purchase
shares of Series B Junior Participating Preferred Stock under the Rights Plan.
See "Shareholder Rights Plan", above. 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the Common Stock of the registrant (the "Common
Stock") offered pursuant to this Registration Statement on Form S-8 will be
passed upon for the Corporation by Bourne, Noll & Kenyon, P.A. and all
attorneys employed thereby own shares of Common Stock in an amount that does
not exceed .005% of the outstanding Common Stock of the registrant.

          The consolidated financial statements of The Summit Bancorporation
and subsidiaries as of December 31, 1994 and 1993 and for each of the years in
the three-year period ended December 31, 1994, included in the registrant's
Annual Report on Form 10-K, have been incorporated by reference herein in
reliance on the report of KPMG Peat Marwick LLP, independent certified public
accountants, included in the registrant's 1994 Annual Report on Form 10-K and
incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          As provided under New Jersey law, the registrant's certificate of
incorporation provides that a director or officer shall not be personally
liable to the corporation or its shareholders for breach of duty owed to the
corporation, except that such 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 duty based upon an act or omission (a) in breach of such person's
duty of loyalty to the corporation or its shareholders, (b) not in good faith
or involving a knowing violation of law or (c) resulting in receipt by such
person or any improper personal benefit.

                                        7

          Under Article X of its bylaws, the registrant is required, to the
full extent permitted by law, to indemnify its directors, officers, employees
and agents.  The New Jersey Business Corporation Act provides that a
corporation may indemnify its directors, officers, and agents against
judgments, fines, penalties, amounts paid in settlement and expenses, including
attorney's fees, resulting from various types of legal actions or proceedings
if the actions of the party being indemnified meet the standards of conduct
specified therein.  Determinations concerning whether the applicable standard
of conduct has been met can be made by (a) a disinterested majority of the
board of directors, (b) independent legal counsel, or (c) an affirmative vote
of a majority of shares held by the shareholders.  No indemnification shall be
made to or on behalf of a corporate director, officer, employee or agent if a
judgment or other final adjudication adverse to such person establishes that
his acts or omissions (a) were breaches of his duty of loyalty to the
corporation or its shareholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulted in receipt by such person or an
improper personal benefit.

          The registrant's directors and officers are insured against losses
arising from any claim against them as such for wrongful acts or omissions,
subject to certain limitations.

ITEM 8.   EXHIBITS

5         Opinion of Bourne, Noll & Kenyon

24(a)     Consent of Counsel (included in Exhibit 5)

24(b)     Consent of Independent Auditors

25        Power of Attorney

99        Copy of The Summit Bancorporation 1995 Directors Stock Option Plan

ITEM 9.   UNDERTAKINGS

          The registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement (1) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (2) 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 the
registration statement; (3) 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 sections (1) and (2) above do not apply if the 

                                        8

registration statement is on Form S-3 or Form S-8 and information required to
be included in a post-effective amendment by those sections 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.

          The registrant hereby undertakes (1) that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment to this 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 and (2) 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.

          The 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 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.

                                        9

                                    SIGNATURES

The Registrant
- --------------

          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 Borough of Chatham, State of New Jersey, on October 18,
1995.

                              THE SUMMIT BANCORPORATION

                              By:/S/ John F. Kuntz
                                 -----------------------------
                                   John F. Kuntz,
                                   Corporate Secretary

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

     Signitures                 Capacity               Date
     ----------                 --------               ----

          *                 Chairman of the    October 18, 1995
     ---------------------  Board of Directors    
     Thomas D. Sayles, Jr.

     /S/ Robert G. Cox      President, Chief   October 18, 1995
     --------------------   Executive Officer
      Robert G. Cox         and Director
                            (Principal
                            Executive
                            Officer)
/S/ John R.Feeney      Senior Executive    October 18, 1995
     ------------------     Vice President
     John R. Feeney         and Chief
                            Financial Officer
                            (Principal
                            Financial
                            Officer)

     /S/ Alfred J. Soles    Senior Vice         October 18, 1995
     --------------------   President and
     Alfred J. Soles        Controller
                            (Principal
                            Accounting
                            Officer)

                                        10

     Signitures                 Capacity               Date
     ----------                 --------               ----

          *
   ----------------------   Director            October 18, 1995      
     Allan G. Anderson   

          *
   ----------------------   Director            October 18, 1995      
     S. Rodgers Benjamin

          *
   ----------------------   Director            October 18, 1995      
     James C. Brady, Jr.

          *
   ----------------------   Director            October 18, 1995      
     Samuel V. Gilman, Jr.

          *
   ----------------------   Director            October 18, 1995      
     S. Griffin McClellan
      III
          *
   ----------------------   Director            October 18, 1995      
     William Boyce Lum

          *
   ----------------------   Director            October 18, 1995      
     Robert W. Parsons, Jr.

          *
   ----------------------   Director            October 18, 1995      
     Reeve Schley III

          *
   ----------------------   Director            October 18, 1995      
     Orin R. Smith

          *
   ----------------------   Director            October 18, 1995      
     Douglas G. Watson
*
   ----------------------   Director            October 18, 1995      
     Kate B. Wood

*    John F. Kuntz, by signing his name hereto, does sign this document on
     behalf of each of the persons indicated above pursuant to powers of
     attorney duly executed by such persons and filed as exhibits herewith.

                               /S/ John F. Kuntz
                              -------------------------------
                              John F. Kuntz, Attorney-in-Fact

                                        11

                                     EXHIBITS

                                                  
Exhibit Number
- --------------

5         Opinion of Bourne, Noll & Kenyon

24(a)     Consent of Counsel (included in
          Exhibit 5)

24(b)     Consent of Independent Auditors

25        Power of Attorney

99        Copy of The Summit Bancorporation  
          1995 Directors Stock Option Plan

                                        12