As filed with the Securites and Exchange Commission on October 14, 1999


                                                      Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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


                             LAKELAND BANCORP, INC.
             (Exact name of registrant as specified in its charter)

               New Jersey                                 22-2953275
      (State or other jurisdiction                     (I.R.S. employer
   of incorporation or organization)                identification number)

                 250 Oak Ridge Road, Oak Ridge, New Jersey 07438
               (Address of principal executive offices; zip code)


                    High Point Financial Corp. Stock Options
                            (Full title of the plan)


                               John W. Fredericks
                              Chairman of the Board
                             Lakeland Bancorp, Inc.
                 250 Oak Ridge Road, Oak Ridge, New Jersey 07438
                                 (973) 697-2000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Laura R. Kuntz, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500


                         Calculation of Registration Fee
--------------------------------------------------------------------------------
  Title of                      Proposed          Proposed Maximum    Amount of
Securities to  Amount to be  Maximum Offering        Aggregate      Registration
be Registered   Registered  Price per Share (2)  Offering Price (2)      Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock,
no par value  99,600 shares(1)   $12.50              $1,245,000          $347
--------------------------------------------------------------------------------
(1)  Plus such additional  shares of common stock as may be issuable pursuant to
the anti-dilution provisions of the above-mentioned options.

(2)  Pursuant to Rule 457 of the Securities  Act of 1933,  the proposed  maximum
offering  price per share is estimated  solely for the purpose  of computing the
registration  fee and is based on the average of the high and low sale prices of
the common stock as reported on the OTC Bulletin Board on October 11, 1999.

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

<PAGE>

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The SEC allows us to "incorporate by reference"  information into this
Registration Statement. This means that we can disclose important information to
you by  referring  you to  another  document  filed  by us  with  the  SEC.  The
information  we  incorporate  by  reference  is  considered  to be  part of this
Registration  Statement  and will  automatically  be updated and  superseded  by
information that we later file with the SEC. We hereby  incorporate by reference
all future  documents that we file with the SEC under Sections 13(a),  13(c), 14
or 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 then remaining unsold. In addition,  we
also incorporate by reference the documents  listed below,  except to the extent
information in those  documents is different from the  information  contained in
this Registration Statement:

          o    our Annual  Report on Form 10-K for the year ended  December  31,
               1998, as amended;

          o    our Quarterly  Reports on Form 10-Q for the quarters  ended March
               31, 1999 and June 30, 1999;

          o    our Current Reports on Form 8-K filed on February 18, 1999, March
               25, 1999,  May 19, 1999,  July 20, 1999,  September 23, 1999, and
               October 12, 1999; and

          o    the description of our common stock contained in our Registration
               Statement  on Form S-4  declared  effective by the SEC on June 8,
               1999.


Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

          Lakeland's   Bylaws   contain  the  following   provisions   regarding
indemnification:

               "Any person and  his or her heirs,  executors, or administrators,
               may  be   indemnified   or  reimbursed  by  the  Corporation  for
               reasonable   expenses  actually   incurred in connection with any
               threatened,  pending or completed  action,  suit  or  proceeding,
               civil,  administrative,  investigative or criminal,  in which any
               of them  shall have been made a party by reason of a person being
               or  having   been  a   director,  officer,  or  employee  of  the
               Corporation or of any firm,  corporation,  or  organization which
               that  person  served in any such  capacity at the request of  the

<PAGE>

               Corporation; provided, that  person acted  in good  faith and  in
               a manner he or she reasonably believed to be in or not opposed to
               the best interest of the corporation and with respect to criminal
               action or proceeding,  had no reasonable  cause to believe his or
               her conduct was  unlawful  and,  provided  further,  that no such
               person shall be so  indemnified  or reimbursed in relation to any
               matter in such action,  suit, or  proceeding  which has been made
               the subject of a compromise  settlement  except with the approval
               of a court of competent jurisdiction, or the holders of record of
               a majority of the outstanding  shares of the Corporation,  or the
               Board of  Directors,  acting by vote of Directors  not parties to
               the same or  substantially  the same action,  suit, or proceeding
               constituting  a majority of the whole  number of  Directors.  The
               foregoing right of indemnification or reimbursement  shall not be
               exclusive  of other  rights to which such a person and his or her
               heirs,  executors,  or administrators may be entitled as a matter
               of law.

               The Corporation may, upon  the affirmative  vote  of  a  majority
               of its Board of Directors,  purchase insurance for the purpose of
               indemnifying its Directors,  officers, and other employees to the
               extent that such  indemnifications  are allowed in the  preceding
               paragraph.  Such  insurance may, but need not, be for the benefit
               of all Directors, officers, or employees."

          Section  14A:3-5(2) of the New Jersey  Business  Corporation  Act (the
"Act")  empowers a corporation  to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether  civil,  criminal,  administrative,  arbitrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason  of the fact  that he is or was a  corporate  agent  (i.e.,  a  director,
officer,  employee or agent of the corporation or a director,  officer, trustee,
employee  or  agent of  another  related  corporation  or  enterprise),  against
reasonable costs (including attorneys' fees),  judgments,  fines,  penalties and
amounts  paid in  settlement  incurred  by such person in  connection  with such
action,  suit or proceeding,  if such person acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
the  corporation,  and,  with  respect  to  any  criminal  proceedings,  had  no
reasonable cause to believe that the conduct was unlawful.

          Section  14A:3-5(3) of the Act empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him or  her  in  connection  with  any  proceeding  by or in  the  right  of the
corporation  to procure a judgment in its favor  which  involves  the  corporate
agent by reason of the fact that he or she is or was a corporate agent, if he or
she acted in good  faith  and in a manner  reasonably  believed  to be in or not
opposed to the best interests of the corporation.  However,  no  indemnification
may be made in  respect to any  claim,  issue or matter as to which such  person

<PAGE>

shall have been adjudged to be liable to the corporation, unless and only to the
extent that the  Superior  Court of New Jersey or the court in which such action
or suit was brought shall determine that despite the  adjudication of liability,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the court shall deem proper.

          Section  14A:3-5(4)  of the Act  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to above or in the  defense of any claim,  issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees)  incurred  by  him  or her in  connection  therewith.  Section  14A:3-5(8)
provides that the  indemnification  provided for by Section 14A:3-5 shall not be
deemed  exclusive of any rights to which the indemnified  party may be entitled,
with certain  exceptions.  Section 14A:3-5(9) empowers a corporation to purchase
and  maintain  insurance  on behalf of a director or officer of the  corporation
against any liability asserted against him or expenses incurred by him or her in
any such capacity or arising out of his or her status as such whether or not the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities and expenses under Section 14A:3-5.

          Lakeland's   Certificate  of  Incorporation   contains  the  following
provisions regarding certain limitations on the liability of directors:

               "Directors of the  Corporation, to the fullest  extent  permitted
               by the New Jersey Business  Corporation  Act, as now or hereafter
               in effect,  and any  successor  statute,  shall not be personally
               liable to the  Corporation  or its  shareholders  for damages for
               breach of any duty owed to the  Corporation  or its shareholders.
               Also,  any  expenses  incurred  by a  Director in connection with
               a  proceeding  involving  the  Director   may  be  paid   by  the
               Corporation in advance  of final  disposition  of the proceeding,
               provided the Director undertakes to repay such amount  unless  it
               shall  ultimately  be  determined  that  he or she is entitled to
               indemnification."

          Lakeland  currently  maintains   directors'  and  officers'  liability
coverage which will insure  Lakeland's  directors and officers and the directors
and officers of its subsidiaries in certain circumstances.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4.1   Registrant's  Certificate  of  Incorporation,   as  amended,  is
incorporated  by reference to Exhibit 3.1 of  Registrant's  Quarterly  Report on
Form 10-Q for the quarter ended June 30, 1999.

          4.2   Registrant's Bylaws are incorporated by reference to Exhibit 4.2
of the  Registration  Statement on Form S-3 filed by the Registrant with the SEC
on March 30, 1990.

          5.1   Opinion of Lowenstein Sandler PC.

<PAGE>

         23.1   Independent Auditors' Consent of Radics & Co., LLC.

         23.2   Independent Auditors' Consent of Grant Thornton LLP.

         23.3   Independent Auditors' Consent of Arthur Andersen LLP.

         23.4   Independent Auditors' Consent of Arthur Andersen LLP.

         23.5   Consent of Lowenstein Sandler PC (included in Exhibit 5.1).

         24.1   Power of Attorney.


Item 9.  Undertakings.

          (a) 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 acts 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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  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.

<PAGE>

               (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.

          (b) 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.

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

<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 Township of Oak Ridge,  State of New Jersey, on the 12th day
of October, 1999.


                                                  LAKELAND BANCORP, INC.


                                                  By: /s/ John W. Fredericks
                                                      --------------------------
                                                      John W. Fredericks
                                                      Chairman of the Board


          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 dates indicated.



     Signature                Capacity                                Date

/s/ Robert B. Nicholson*      Director                          October 12, 1999
------------------------
(Robert B. Nicholson)

/s/ John W. Fredericks        Director                          October 12, 1999
------------------------
(John W. Fredericks)

/s/ Bruce G. Bohuny*          Director                          October 12, 1999
------------------------
(Bruce G. Bohuny)

/s/ Mary Ann Deacon*          Director                          October 12, 1999
------------------------
(Mary Ann Deacon

/s/ Mark J. Fredericks*       Director                          October 12, 1999
------------------------
(Mark J. Fredericks)

/s/ John Pier, Jr.*           Director                          October 12, 1999
------------------------
(John Pier, Jr.)

/s/ Paul P. Lubertazzi*       Director                          October 12, 1999
------------------------
(Paul P. Lubertazzi)

<PAGE>


/s/ Joseph E. O'Dowd*         Director                          October 12, 1999
------------------------
(Joseph E. O'Dowd)

/s/ Arthur L Zande*           Director, Vice President and      October 12, 1999
------------------------      Treasurer (Chief Financial and
(Arthur L. Zande)             Accounting Officer)

/s/ Roger Bosma*              Director, Chief Executive         October 12, 1999
------------------------      Officer and President
(Roger Bosma)

/s/ Michael A. Dickerson*     Director                          October 12, 1999
------------------------
(Michael A. Dickerson)

/s/ Charles L. Tice*          Director                          October 12, 1999
------------------------
(Charles L. Tice)

/s/ George H. Guptill, Jr.*   Director                          October 12, 1999
------------------------
(George H. Guptill, Jr.)




*By:/s/ John W. Fredericks
    ------------------------
     John W. Fredericks
     Attorney-in-Fact




<PAGE>

                                  EXHIBIT INDEX


   Exhibit No.                         Description

      4.1            Registrant's Certificate of Incorporation, as amended
                     (incorporated by reference)

      4.2            Registrant's Bylaws (incorporated by reference)

      5.1            Opinion of Lowenstein Sandler PC

      23.1           Independent Auditors' Consent of Radics & Co., LLC

      23.2           Independent Auditors' Consent of Grant Thornton LLP

      23.3           Independent Auditors' Consent of Arthur Andersen LLP

      23.4           Independent Auditors' Consent of Arthur Andersen LLP

      23.5           Consent of Lowenstein Sandler PC is included in Exhibit 5.1

      24.1           Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21629}]
{"company-data": {"conformed-name": "LAKELAND BANCORP INC", "cik": "0000846901", "assigned-sic": "6022", "irs-number": "222953275", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89051", "film-number": "99728536"}, "business-address": {"street1": "250 OAK RIDGE RD", "city": "OAK RIDGE", "state": "NJ", "zip": "07438", "phone": "9736972000"}, "mail-address": {"street1": "250 OAK RIDGE RD", "city": "OAKRIDGE", "state": "NJ", "zip": "07438"}}
As filed with the Securites and Exchange Commission on October 14, 1999

                                                      Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

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

                             LAKELAND BANCORP, INC.
             (Exact name of registrant as specified in its charter)

               New Jersey                                 22-2953275
      (State or other jurisdiction                     (I.R.S. employer
   of incorporation or organization)                identification number)

                 250 Oak Ridge Road, Oak Ridge, New Jersey 07438
               (Address of principal executive offices; zip code)

                    High Point Financial Corp. Stock Options
                            (Full title of the plan)

                               John W. Fredericks
                              Chairman of the Board
                             Lakeland Bancorp, Inc.
                 250 Oak Ridge Road, Oak Ridge, New Jersey 07438
                                 (973) 697-2000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Laura R. Kuntz, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
  Title of                      Proposed          Proposed Maximum    Amount of
Securities to  Amount to be  Maximum Offering        Aggregate      Registration
be Registered   Registered  Price per Share (2)  Offering Price (2)      Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock,
no par value  99,600 shares(1)   $12.50              $1,245,000          $347
--------------------------------------------------------------------------------
(1)  Plus such additional  shares of common stock as may be issuable pursuant to
the anti-dilution provisions of the above-mentioned options.

(2)  Pursuant to Rule 457 of the Securities  Act of 1933,  the proposed  maximum
offering  price per share is estimated  solely for the purpose  of computing the
registration  fee and is based on the average of the high and low sale prices of
the common stock as reported on the OTC Bulletin Board on October 11, 1999.

================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The SEC allows us to "incorporate by reference"  information into this
Registration Statement. This means that we can disclose important information to
you by  referring  you to  another  document  filed  by us  with  the  SEC.  The
information  we  incorporate  by  reference  is  considered  to be  part of this
Registration  Statement  and will  automatically  be updated and  superseded  by
information that we later file with the SEC. We hereby  incorporate by reference
all future  documents that we file with the SEC under Sections 13(a),  13(c), 14
or 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 then remaining unsold. In addition,  we
also incorporate by reference the documents  listed below,  except to the extent
information in those  documents is different from the  information  contained in
this Registration Statement:

          o    our Annual  Report on Form 10-K for the year ended  December  31,
               1998, as amended;

          o    our Quarterly  Reports on Form 10-Q for the quarters  ended March
               31, 1999 and June 30, 1999;

          o    our Current Reports on Form 8-K filed on February 18, 1999, March
               25, 1999,  May 19, 1999,  July 20, 1999,  September 23, 1999, and
               October 12, 1999; and

          o    the description of our common stock contained in our Registration
               Statement  on Form S-4  declared  effective by the SEC on June 8,
               1999.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

          Lakeland's   Bylaws   contain  the  following   provisions   regarding
indemnification:

               "Any person and  his or her heirs,  executors, or administrators,
               may  be   indemnified   or  reimbursed  by  the  Corporation  for
               reasonable   expenses  actually   incurred in connection with any
               threatened,  pending or completed  action,  suit  or  proceeding,
               civil,  administrative,  investigative or criminal,  in which any
               of them  shall have been made a party by reason of a person being
               or  having   been  a   director,  officer,  or  employee  of  the
               Corporation or of any firm,  corporation,  or  organization which
               that  person  served in any such  capacity at the request of  the
Corporation; provided, that  person acted  in good  faith and  in
               a manner he or she reasonably believed to be in or not opposed to
               the best interest of the corporation and with respect to criminal
               action or proceeding,  had no reasonable  cause to believe his or
               her conduct was  unlawful  and,  provided  further,  that no such
               person shall be so  indemnified  or reimbursed in relation to any
               matter in such action,  suit, or  proceeding  which has been made
               the subject of a compromise  settlement  except with the approval
               of a court of competent jurisdiction, or the holders of record of
               a majority of the outstanding  shares of the Corporation,  or the
               Board of  Directors,  acting by vote of Directors  not parties to
               the same or  substantially  the same action,  suit, or proceeding
               constituting  a majority of the whole  number of  Directors.  The
               foregoing right of indemnification or reimbursement  shall not be
               exclusive  of other  rights to which such a person and his or her
               heirs,  executors,  or administrators may be entitled as a matter
               of law.

               The Corporation may, upon  the affirmative  vote  of  a  majority
               of its Board of Directors,  purchase insurance for the purpose of
               indemnifying its Directors,  officers, and other employees to the
               extent that such  indemnifications  are allowed in the  preceding
               paragraph.  Such  insurance may, but need not, be for the benefit
               of all Directors, officers, or employees."

          Section  14A:3-5(2) of the New Jersey  Business  Corporation  Act (the
"Act")  empowers a corporation  to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether  civil,  criminal,  administrative,  arbitrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason  of the fact  that he is or was a  corporate  agent  (i.e.,  a  director,
officer,  employee or agent of the corporation or a director,  officer, trustee,
employee  or  agent of  another  related  corporation  or  enterprise),  against
reasonable costs (including attorneys' fees),  judgments,  fines,  penalties and
amounts  paid in  settlement  incurred  by such person in  connection  with such
action,  suit or proceeding,  if such person acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
the  corporation,  and,  with  respect  to  any  criminal  proceedings,  had  no
reasonable cause to believe that the conduct was unlawful.

          Section  14A:3-5(3) of the Act empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him or  her  in  connection  with  any  proceeding  by or in  the  right  of the
corporation  to procure a judgment in its favor  which  involves  the  corporate
agent by reason of the fact that he or she is or was a corporate agent, if he or
she acted in good  faith  and in a manner  reasonably  believed  to be in or not
opposed to the best interests of the corporation.  However,  no  indemnification
may be made in  respect to any  claim,  issue or matter as to which such  person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the  Superior  Court of New Jersey or the court in which such action
or suit was brought shall determine that despite the  adjudication of liability,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the court shall deem proper.

          Section  14A:3-5(4)  of the Act  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to above or in the  defense of any claim,  issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees)  incurred  by  him  or her in  connection  therewith.  Section  14A:3-5(8)
provides that the  indemnification  provided for by Section 14A:3-5 shall not be
deemed  exclusive of any rights to which the indemnified  party may be entitled,
with certain  exceptions.  Section 14A:3-5(9) empowers a corporation to purchase
and  maintain  insurance  on behalf of a director or officer of the  corporation
against any liability asserted against him or expenses incurred by him or her in
any such capacity or arising out of his or her status as such whether or not the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities and expenses under Section 14A:3-5.

          Lakeland's   Certificate  of  Incorporation   contains  the  following
provisions regarding certain limitations on the liability of directors:

               "Directors of the  Corporation, to the fullest  extent  permitted
               by the New Jersey Business  Corporation  Act, as now or hereafter
               in effect,  and any  successor  statute,  shall not be personally
               liable to the  Corporation  or its  shareholders  for damages for
               breach of any duty owed to the  Corporation  or its shareholders.
               Also,  any  expenses  incurred  by a  Director in connection with
               a  proceeding  involving  the  Director   may  be  paid   by  the
               Corporation in advance  of final  disposition  of the proceeding,
               provided the Director undertakes to repay such amount  unless  it
               shall  ultimately  be  determined  that  he or she is entitled to
               indemnification."

          Lakeland  currently  maintains   directors'  and  officers'  liability
coverage which will insure  Lakeland's  directors and officers and the directors
and officers of its subsidiaries in certain circumstances.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4.1   Registrant's  Certificate  of  Incorporation,   as  amended,  is
incorporated  by reference to Exhibit 3.1 of  Registrant's  Quarterly  Report on
Form 10-Q for the quarter ended June 30, 1999.

          4.2   Registrant's Bylaws are incorporated by reference to Exhibit 4.2
of the  Registration  Statement on Form S-3 filed by the Registrant with the SEC
on March 30, 1990.

          5.1   Opinion of Lowenstein Sandler PC.
23.1   Independent Auditors' Consent of Radics & Co., LLC.

         23.2   Independent Auditors' Consent of Grant Thornton LLP.

         23.3   Independent Auditors' Consent of Arthur Andersen LLP.

         23.4   Independent Auditors' Consent of Arthur Andersen LLP.

         23.5   Consent of Lowenstein Sandler PC (included in Exhibit 5.1).

         24.1   Power of Attorney.

Item 9.  Undertakings.

          (a) 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 acts 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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  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.

          (b) 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.

          (c)  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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
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 Township of Oak Ridge,  State of New Jersey, on the 12th day
of October, 1999.

                                                  LAKELAND BANCORP, INC.

                                                  By: /s/ John W. Fredericks
                                                      --------------------------
                                                      John W. Fredericks
                                                      Chairman of the Board

          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 dates indicated.

     Signature                Capacity                                Date

/s/ Robert B. Nicholson*      Director                          October 12, 1999
------------------------
(Robert B. Nicholson)

/s/ John W. Fredericks        Director                          October 12, 1999
------------------------
(John W. Fredericks)

/s/ Bruce G. Bohuny*          Director                          October 12, 1999
------------------------
(Bruce G. Bohuny)

/s/ Mary Ann Deacon*          Director                          October 12, 1999
------------------------
(Mary Ann Deacon

/s/ Mark J. Fredericks*       Director                          October 12, 1999
------------------------
(Mark J. Fredericks)

/s/ John Pier, Jr.*           Director                          October 12, 1999
------------------------
(John Pier, Jr.)

/s/ Paul P. Lubertazzi*       Director                          October 12, 1999
------------------------
(Paul P. Lubertazzi)
/s/ Joseph E. O'Dowd*         Director                          October 12, 1999
------------------------
(Joseph E. O'Dowd)

/s/ Arthur L Zande*           Director, Vice President and      October 12, 1999
------------------------      Treasurer (Chief Financial and
(Arthur L. Zande)             Accounting Officer)

/s/ Roger Bosma*              Director, Chief Executive         October 12, 1999
------------------------      Officer and President
(Roger Bosma)

/s/ Michael A. Dickerson*     Director                          October 12, 1999
------------------------
(Michael A. Dickerson)

/s/ Charles L. Tice*          Director                          October 12, 1999
------------------------
(Charles L. Tice)

/s/ George H. Guptill, Jr.*   Director                          October 12, 1999
------------------------
(George H. Guptill, Jr.)

*By:/s/ John W. Fredericks
    ------------------------
     John W. Fredericks
     Attorney-in-Fact
EXHIBIT INDEX

   Exhibit No.                         Description

      4.1            Registrant's Certificate of Incorporation, as amended
                     (incorporated by reference)

      4.2            Registrant's Bylaws (incorporated by reference)

      5.1            Opinion of Lowenstein Sandler PC

      23.1           Independent Auditors' Consent of Radics & Co., LLC

      23.2           Independent Auditors' Consent of Grant Thornton LLP

      23.3           Independent Auditors' Consent of Arthur Andersen LLP

      23.4           Independent Auditors' Consent of Arthur Andersen LLP

      23.5           Consent of Lowenstein Sandler PC is included in Exhibit 5.1

      24.1           Power of Attorney