Exhibit 99.1

                                 CODE OF CONDUCT

                                       FOR

                                    EMPLOYEES

                                       OF

                    CENTER BANCORP, INC. AND ITS SUBSIDIARIES

I.       PURPOSE

         This Code of Conduct has been prepared to help all employees understand
and comply with our policies and procedures. This Code of Conduct does not apply
to the  Company's  Chief  Executive  Officer;  Chief  Financial  Officer;  Chief
Accounting  Officer;  Controller;  Treasurer;  and any other  person  performing
similar functions  (collectively,  the "Senior Financial  Officers"),  all other
executive  officers  of the  Company and all of the  directors  of the  Company,
inasmuch as such Senior Financial Officers, executive officers and directors are
subject  to a  separate  code of  ethics.  Overall,  the  purpose of our Code of
Conduct is to deter wrongdoing and promote:

         o        honest and ethical conduct,  including the ethical handling of
                  actual or apparent  conflicts of interest between personal and
                  professional relationships;

         o        full, fair, accurate,  timely and understandable disclosure in
                  reports and documents that we file with, or submit to, the SEC
                  and in other public communications made by us;

         o        compliance  with  applicable   governmental  laws,  rules  and
                  regulations;

         o        prompt internal reporting of code violations to an appropriate
                  person or persons identified in this Code of Conduct; and

         o        accountability for adherence to the Code of Conduct.

II.      POLICY

         The  Company is  committed  to the  highest  ethical  standards  and to
compliance with all applicable laws and regulations. It is the obligation of our
employees to:

         o        Conduct themselves honestly and ethically;

         o        Avoid  conflicts of interest,  and disclose to their immediate
                  supervisors  any  relationship  that  appears to  constitute a
                  conflict of interest; and

         o        Comply   with   applicable   governmental   laws,   rules  and
                  regulations.

III.   DUTY TO REPORT VIOLATIONS

         You are  responsible  for  reporting  in good faith to the  Company any
circumstances  that you  believe  may  constitute  a  violation  of this Code of
Conduct.  You should report suspected  violations to your immediate  supervisor.
Supervisors  receiving such reports are required to disclose such reports to the
Chief  Executive  Officer of the  Company.  The Company will  investigate  these
matters.  There will be no action taken against you for good faith  reporting of
suspected policy  violations;  however,  you will not be protected from possible
disciplinary  action if you  report in bad faith or have  otherwise  engaged  in
misconduct.

         The Chief Executive Officer or the Chief Executive  Officer's  designee
will  investigate  all asserted  violations of this Code of Conduct.  Waivers of
this Code of  Conduct  with  respect to  conduct  by any  employee  also must be
approved  by the  Chief  Executive  Officer  or the  Chief  Executive  Officer's
designee.




IV.      ETHICAL BUSINESS PRACTICES

         The Company  requires  that you  maintain  lawful and ethical  business
practices at all times.  Examples of certain prohibited activities are set forth
below. These examples are intended to highlight some prohibited  practices,  but
they do not address every kind of prohibited practice.

         1. BRIBERY. Use of Company funds or property for illegal,  unethical or
otherwise  improper  purposes,  including  bribes,  kickbacks  and  payoffs,  is
prohibited.

         2.  POLITICAL  CONTRIBUTIONS  AND  ACTIVITIES.  In the  United  States,
federal and many state laws prohibit  corporations  from making direct political
contributions to candidates.  No employee may make any political contribution of
any kind, on the federal,  state, or local level, in the name of the Company, or
use Company funds or materials for this purpose.  You should not make  political
contributions based on a promise to be reimbursed by the Company.

         3. GIFTS AND  ENTERTAINMENT.  You and  members of your  family must not
solicit nor accept loans,  fees,  services,  or monetary  gifts of any kind from
suppliers, customers or others dealing with the Company. To the extent permitted
by law, you may accept  unsolicited  non-monetary  gifts or entertainment  which
conform to customary business practices and are not of significant value. Should
you accept such gifts or  entertainment,  you must not give the person or entity
offering such gifts or entertainment any preferential treatment.

V.       CONFLICTS OF INTEREST AND OUTSIDE ASSOCIATIONS AND ACTIVITIES

         You have a duty to avoid business,  financial,  or other  relationships
that might  conflict  with the Company's  interests or impair or influence  your
ability to discharge  your  duties.  There are  potential  conflicts of interest
inherent in certain situations such as when:

         1. You or a member of your  family has a direct or  indirect  financial
interest in, or obligation to, an actual or potential  competitor,  supplier, or
customer.  (This does not include  small  stock  ownership  in  publicly  traded
companies).

         2. You conduct  business  on behalf of the  Company  with a supplier or
customer in which a relative of yours is a representative, officer or director.

         3. You acquire real property, leaseholds, patents, or other property or
rights in which the Company  has, or you have reason to believe that the Company
is likely to have, an interest.

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VI.      CONFIDENTIAL INFORMATION AND TRADING STOCK IN A PUBLIC COMPANY

         It is illegal and against Company policy for you to buy or sell Company
stock, when in possession of "inside information".

         As a general  matter,  inside  information  is any material,  nonpublic
information concerning a company or its business.  Information may be considered
"material"  if (1) it would  likely be  considered  important  to an investor in
deciding  whether to purchase  or sell the  Company's  securities,  or (2) would
reasonably be expected to have an impact on the price of the Company's  stock if
the information were publicly  released.  For example,  inside information might
include information relating to proposed acquisitions, important financial data,
major  new  contracts,  research  projects,  the  status  of a  product  in  the
governmental approval process, or significant management changes.

         Even  after  information  is  publicly  released,  it  should  still be
considered  nonpublic  until a  sufficient  amount  of time has  passed  for the
information  to become  generally  available  to, and absorbed by, the investing
public. While the amount of time that must pass for information to be considered
public may vary depending on the  circumstances,  generally  information  may be
considered to be public 48 hours following its release to the investing public.

VII. COOPERATING WITH GOVERNMENT AUTHORITIES. It is the policy of the Company to
cooperate with  governmental  investigations or inquiries.  Accordingly,  if you
reasonably  believe that a government  investigation  or inquiry is in progress,
you  should   communicate  that   information   immediately  to  your  immediate
supervisor.

         You should never:

                  a. Destroy or alter any Company documents in anticipation of a
request for those documents from any government agency or judicial authority.

                  b. Make any false or misleading statements to any governmental
investigator during an investigation.

                  c.  Attempt to cause any other  Company  employee or any other
person  to fail to  provide  information  to a  government  investigator,  or to
provide false or misleading information.

VIII.  COMPANY  DISCLOSURE  OBLIGATIONS.  As a public  company,  the  Company is
required to make  disclosures  about its  activities and operations in quarterly
reports filed shortly after the end of its first three fiscal quarters and in an
annual  report filed  shortly after the end of its fiscal year. It is the policy
of  the  Company  to  make  full,  fair,  accurate,  timely  and  understandable
disclosure in reports and  documents  that it files with, or submits to, the SEC
and in other public  communications  made by the Company.  While the  disclosure
rules are complex,  essentially  the Company is  obligated to disclose  anything
that a  reasonable  investor  would  want to  consider  in  deciding  whether to
purchase  or sell the  Company's  stock.  If you are aware of an act or omission
which you believe  satisfies  this standard and you do not believe that such act
or  omission  has been  disclosed  by the  Company,  you  should  describe  that
information to your immediate supervisor.

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All  information  provided  to  immediate  supervisors  pursuant to this Code of
Conduct  are to be  communicated  by  such  immediate  supervisor  to the  Chief
Executive Officer of the Company of the Chief Executive officer's designee.

EFFECT OF THIS CODE OF CONDUCT. NOTHING PROVIDED FOR IN THIS CODE IS INTENDED TO
CREATE A CONTRACT OF  EMPLOYMENT  FOR ANY  INDIVIDUAL.  Employees  may terminate
their employment whenever they wish and for whatever reason, just as the Company
may terminate an individual's employment at any time and for any reason.


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