August 23, 2005


Securities & Exchange Commission
100 F Street, N.E.
Washington, D.C. 20002

Attention:  Michael Clampitt, Esq.
            Attorney/Advisor

Re: Center Bancorp Form S-3 Filed July 22, 2005 (File No. 33-126805)

Dear Mr. Clampitt:

      This firm represents Center Bancorp, Inc. (the "Company") and has received
a copy of your letter, dated August 9, 2005, to John J. Davis, the President and
Chief Executive Officer of the Company. The Company has reviewed this letter and
has authorized me to provide the responses set forth in this letter.

      With  respect  to each of the  Staff's  comments,  we have set  forth  the
comment in full and then provided the Company's response. Inasmuch as several of
your comments  requested  specific  information  regarding the selling  security
holders,  the Company has sought  supplemental  information  from those security
holders and is relying upon their responses in providing the Company's responses
to Comments 1 and 3 below.

SEC Comment No. 1

      Please advise the staff whether any selling shareholder is a broker-dealer
or an affiliate of a broker-dealer, as defined by Rule 405. If they were, please
tell  us  whether  they  acquired  their   securities  as  compensation  of  the
professional  services of the broker-dealer,  or if the securities were acquired
as investments.

      Company  Response:  None of the selling  stockholders  has reported to the
Company that it is a broker-dealer.  As disclosed in the registration statement,
Keefe Managers,  LLC, a Delaware limited  liability  company  ("Keefe"),  is the
investment  adviser  to  Ivy  MA  1  Holdings,  Ltd,  Ivy  MA 4  Holdings,  LLC,
Keefe-Rainbow Offshore Fund, Ltd. and Keefe-Rainbow Partners LP. Keefe Ventures,
LLC  is  a  broker  dealer  affiliate  of  Keefe.  Each  of  the  these  selling
stockholders has reported that it acquired the securities as investments and not
as compensation for professional services.




Securities & Exchange Commission                                 August 10, 2005
Page 2


SEC Comment No. 2:

      For any registered  broker-dealer who acquired the securities to be resold
otherwise than as compensation  securities for services,  revise your disclosure
to identify that registered broker-dealer as an underwriter of the securities to
be resold.

      Company  Response:  This  is  not  applicable,  as  none  of  the  selling
stockholders are registered broker-dealers.

SEC Comment No. 3:

      If any of the selling  shareholders are affiliates of broker-dealers  (but
not  broker  dealers),   then  include   disclosure   indicating  whether  those
broker-dealer affiliates:

            o     Purchased the  securities to be resold in the ordinary  course
                  of business; and

            o     At the time of the purchase,  the seller had any agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the securities.

      Unless you  indicate  that these two  conditions  are met,  it appears you
should  indicate that the  broker-dealer  affiliates  are  underwriters.  Please
revise  accordingly,  or  tell us why  you  don't  believe  any  broker  -dealer
affiliate offering shares for resale is unable to make the above representations
is not acting as an underwriter. We may have further comment.

      Company Response:  In a conversation  with Mr. Clampitt,  this comment has
been revised.  We understand  that the SEC will regard  underwriter  status as a
possibility  if either (a) the affiliate has not purchased the  securities to be
resold in the  ordinary  course of business or (b) at the time of the  purchase,
the affiliate had any agreements or understandings, directly or indirectly, with
any person to distribute the  securities.  The Company has been advised that the
above-mentioned affiliates purchased the securities to be resold in the ordinary
course of business and at the time of the purchase,  did not have any agreements
or  understandings,  directly or  indirectly,  with any person to distribute the
securities.

SEC Comment No. 4:

      Revise the fourth  paragraph  to clearly  indicate  that a  post-effective
amendment will be filed, before any pledgee,  transferees, or other successor in
interest  will be  allowed  to sell using the  prospectus.  Such  post-effective
amendment  will name the successor and the number of shares held.  Additionally,
revise the sixth  paragraph to clearly  indicate that if anyone is paid any type
fee to sell shares for any selling shareholder,  a post-effective amendment will
be filed,  naming as an  underwriter  any such person or entity  disclosing  any
compensation arrangements.




Securities & Exchange Commission                                 August 10, 2005
Page 3


      Company Response: The Company has revised the fourth paragraph under "Plan
of Distribution" in the manner requested.  With respect to the comment regarding
the  sixth  paragraph,  we  understand  that  the  SEC  is not  concerned  about
commissions and other fees paid in the ordinary course of business.  The Company
has added a clarification in its revised sixth paragraph,

      Should you have any questions  regarding  any of the Company's  responses,
please contact the undersigned at 973 597 2350.

Very truly yours,

LOWENSTEIN SANDLER PC


By: /s/ Peter H. Ehrenberg

PHE:Haw

C3071/1
08/10/05 1766208.01

Enclosure(s)
cc: Christian Windsor, Esq.
    Mr. Anthony C. Weagley
    Javier Cuebas, Esq.