SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01  Entry into a Material Definitive Agreement.

On December 16, 2004, 1^st Constitution Bancorp (the “Company”) granted stock options and restricted stock awards to certain of its executives, as follows:

The stock options and restricted stock awards were made pursuant to the Company’s Employee Stock Option and Restricted Stock Plan (the “Plan”), which was filed with the Securities and Exchange Commission as an exhibit to the Company’s Form 10-SB on June 15, 2001. The form of 1^st Constitution Bancorp Stock Option Agreement pursuant to which the stock options were granted and the form of 1^st Constitution Bancorp Restricted Stock Agreement pursuant to which the restricted stock awards were granted are filed as Exhibits 10.14 and 10.15 to this report, respectively, and are incorporated by reference herein.

The stock options are exercisable at a price of $36.40 per share. The stock options vest 20% on the date of grant and the remainder vests over four years beginning on the first anniversary of the date of grant, as set forth in the form of stock option agreement. Subject to earlier termination as described in the Plan, the stock options expire after ten years, as set forth in the form of stock option agreement. Option holders are not entitled to receive any dividends or other distributions made with respect to the options.

As set forth in the form of stock option agreement, in the event of a Change of Control (as defined in the Plan) that occurs prior to the termination of the option holder’s service to the Company, the stock option grant to such option holder shall immediately vest and become fully exercisable.

The restricted stock awards vest over four years beginning on the first anniversary of the date of grant, as set forth in the form of restricted stock agreement. Certificates representing shares of restricted stock are being issued by the Company subject to vesting. Holders of certificated shares of restricted stock are entitled to rights as a shareholder with respect to such shares of restricted stock and appropriate adjustments are made for dividends, distributions or other rights.

As set forth in the form of restricted stock agreement, in the event of a Change of Control (as defined in the Plan) that occurs prior to the termination of service to the Company of the holder of shares of restricted stock, the restricted stock grant to such holder shall immediately vest in full.

Item 9.01  Financial Statements and Exhibits

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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