<PAGE>
 
    As filed with the Securities and Exchange Commission on March 21, 1994
                                              Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                              UJB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

         New Jersey                                   22-1903313
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification Number)
 
301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
(Address of Principal Executive Offices)                  (Zip Code)

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


                    CONVERTED VSB BANCORP STOCK OPTION PLAN
                                       OF
                              UJB FINANCIAL CORP.
                            (Full title of the plan)

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


                           Richard F. Ober, Jr., Esq.
            Executive Vice President, General Counsel and Secretary
                       301 Carnegie Center, P.O. Box 2066
                           Princeton, N.J. 08543-2066
                    (Name and address of agent for service)

                                 (609) 987-3430
         (Telephone number, including area code, of agent for service)
                             ----------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                        Amount    Offering   Aggregate      Amount of
Title of securities     to be     price per  offering       registration
to be registered      registered  unit       price          fee
- -------------------  -----------  ---------  -------------  ------------
<S>                  <C>          <C>        <C>            <C>
Common Stock, $1.20     80,781    $ 3.745    $  302,524.84
par value              111,154      7.864       874,115.05
                        11,164     10.392       116,016.28
                         7,788     12.133        94,491.80
                         6,625     18.874       125,040.25
                       -------               -------------
         (Totals)      210,890                1,512,188.22  $ 521.45

- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

  Omitted as permitted by the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

  Omitted as permitted by the Note to Part I of Form S-8.



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

  UJB Financial Corp. ("UJB" or the "Company"), the Registrant, hereby
incorporates by reference in this Registration Statement the following documents
filed with the Securities and Exchange Commission (the "SEC"):

     (a)  UJB's Annual Report on Form 10-K filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year
ended December 31, 1993;

     (b)  UJB's Quarterly Reports on Form 10-Q for the quarter ended March 31,
1994;

     (c)  UJB's Current Report on Form 8-K dated May 19, 1994; and

     (d)  The description of the Common Stock of UJB contained in UJB's
Registration Statement on Form 10 dated August 31, 1970 as supplemented by the
Registration Statement on Form 8-A filed August 28, 1989, filed pursuant to
Section 12(b) of the Exchange Act, including all amendments thereto and reports
filed under the Exchange Act for the purpose of updating such description.

     All documents filed by UJB or the Plan with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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
shall likewise be deemed to be incorporated herein by reference and to be a part
hereof from and as of the respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.

<PAGE>
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of UJB.  As of June 30, 1994 Mr. Ober
beneficially owned 20,645 shares of Common Stock and options to purchase 63,174
shares of Common Stock at a weighted average exercise price of $18.24.

     The consolidated financial statements of UJB and subsidiaries as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, included in UJB's Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated by reference herein, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

    The report of KPMG Peat Marwick for the year ending December 31, 1993 refers
to a change in the method of accounting for income taxes.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of the Company provides:

      Section 5.  Indemnification.  Each person who was or is a party and each
    person who is threatened to be or is made a party to any threatened, pending
    or completed action, suit or proceeding, whether civil, criminal,
    administrative, investigative or arbitrative, by reason of the fact that
    such person is, or was, a director, officer or employee of the Corporation,
    or is or was serving at the request of the Corporation as a director,
    officer, trustee, agent, or employee of another corporation, partnership,
    joint venture, sole proprietorship, trust or other enterprise, whether or
    not for profit, shall be indemnified and reimbursed by the Corporation for
    liabilities (including amounts paid or incurred in satisfaction of
    settlements, judgments, fines and penalties) and expenses (including
    reasonable costs, disbursements and counsel fees) to the fullest extent
    permitted by the laws of the State of New Jersey as in effect at the time of
    such indemnification.  The foregoing right of indemnification shall inure to
    the benefit of the heirs, executors, and administrators of each such person,
    shall not be exclusive of any other rights or indemnification to which any
    director, officer, employee or other person may be entitled in any capacity
    as a matter of law or under any by-law, agreement, vote of shareholders or
    directors, insurance policy, or otherwise; and shall continue as to each
    such person who has ceased to be a director, officer or employee.

      This By-Law shall be implemented and construed to provide any director,
    officer, employee, or other person described above who is found to have
    acted in good faith and in a manner such person reasonably believed to be in
    or not opposed to the best interests of the Corporation the maximum
    indemnification, advancement of expenses, and reimbursement for liabilities
    and   

                                     
<PAGE>
 
    expenses allowed by law, provided, however, that advancement of counsel fees
    will be made only when the Board of Directors determines that arrangements
    for counsel are satisfactory to the Board.

    Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the State of the Company's
incorporation, which permits the indemnification of officers and directors,
under certain circumstances and subject to specified limitations, against
liability which any such officer or director may incur in his capacity as such.

    The Company carries an officers' and directors' liability insurance policy
which provides coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts or omissions of such officers and directors
of the Company arising out of their duties as such, subject to certain
exceptions, including, but not limited to, damages based upon illegal personal
profits or adjudicated dishonesty of the person seeking indemnification.  This
policy provides coverage of $35,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     This Registration Statement includes the following exhibits:

     5     Opinion of Richard F. Ober, Jr., Esq. regarding legality.

     10    Converted VSB Bancorp Stock Option Plan of UJB Financial Corp.

     24(a) Consent of Richard F. Ober, Jr., Esq. (included as part of 
           Exhibit 5).

       (b) Consent of KPMG Peat Marwick.

     25    Power of Attorney (contained on the signature pages to this
           Registration Statement).

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 (the "Securities Act");

                                      
<PAGE>
 
      (ii) to reflect in the prospectus any facts or events arising after the
    effective date of this 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 this
    Registration Statement;

      (iii) to include any material information with respect to the plan of
    distribution not previously disclosed in this Registration Statement or any
    material change to such information in this Registration Statement;

provided, however, that paragraphs (i) and (ii) above shall not apply if 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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each 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 hereby which remain unsold at the termination
of the offering.

     (4)  That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.

     (5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, 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 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 West Windsor and the State of New Jersey on this
20th day of July, 1994.

                         UJB FINANCIAL CORP.



                         By: /s/ T. Joseph Semrod
                            -----------------------------------
                            T. Joseph Semrod
                            Chairman of the Board of Directors
                            and President


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 20th day of July, 1994 by
the following persons in the capacities indicated.

    Signatures                         Titles
    ----------                         ------


 /s/ T. Joseph Semrod            Chairman of the Board
- ---------------------------                         
  T. Joseph Semrod               of Directors and President
                                 (Chief Executive Officer)


 /s/ John R. Haggerty            Senior Executive Vice
- ---------------------------                          
  John R. Haggerty               President-Finance
                                 (Principal Financial Officer)


 /s/ William J. Healy            Executive Vice President
- ---------------------------                            
  William J. Healy               and Comptroller
                                 (Principal Accounting Officer)

                                      
<PAGE>
 
     Signatures                     Titles
     ----------                     ------
 


 /s/ Robert L. Boyle                Director
- ---------------------------                 
  Robert L. Boyle


 /s/ John G. Collins                Director
- ---------------------------                 
  John G. Collins


 /s/ T.J. Dermot Dunphy             Director
- ---------------------------                 
  T.J. Dermot Dunphy


 /s/ Elinor J. Ferdon               Director
- ---------------------------                 
  Elinor J. Ferdon


 /s/ Anne E. Gibbons                Director
- --------------------------                  
  Anne E. Gibbons


                                    Director
- ---------------------------                 
  Fred G. Harvey


 /s/ John R. Howell                 Director
- ---------------------------                 
  John R. Howell


 /s/ Francis J. Mertz               Director
- ---------------------------                 
  Francis J. Mertz


                                    Director
- ---------------------------                
  George L. Miles, Jr.


 /s/ Henry S. Patterson II          Director
- ---------------------------                 
  Henry S. Patterson II


 /s/ Raymond Silverstein            Director
- ---------------------------                 
  Raymond Silverstein


 /s/ Joseph M. Tabak                Director
- ---------------------------                 
  Joseph M. Tabak

                                      
<PAGE>
 
                                 EXHIBIT INDEX


Exhibit No.                Description
- -----------                -----------


  5          Opinion of Richard F. Ober, Jr., Esq.
             regarding legality.

 10          Converted VSB Bancorp Stock Option Plan of UJB Financial Corp.

  24(a)      Consent of Richard F. Ober, Jr., Esq.
             (included as part of Exhibit 5).

    (b)      Consent of KPMG Peat Marwick.

  25         Power of Attorney (contained on the
             signature pages to this Registration
             Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18366}]
{"company-data": {"conformed-name": "UJB FINANCIAL CORP /NJ/", "cik": "0000101320", "assigned-sic": "6021", "irs-number": "221903313", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54667", "film-number": "94539598"}, "business-address": {"street1": "301 CARNEGIE CENTER", "street2": "P O BOX 2066", "city": "PRINCETON", "state": "NJ", "zip": "08543-2066", "phone": "6099873200"}, "former-company": {"former-conformed-name": "UNITED JERSEY BANKS", "date-changed": "19890815"}}
As filed with the Securities and Exchange Commission on March 21, 1994
                                              Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                              UJB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

         New Jersey                                   22-1903313
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification Number)
 
301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
(Address of Principal Executive Offices)                  (Zip Code)

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

                    CONVERTED VSB BANCORP STOCK OPTION PLAN
                                       OF
                              UJB FINANCIAL CORP.
                            (Full title of the plan)

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

                           Richard F. Ober, Jr., Esq.
            Executive Vice President, General Counsel and Secretary
                       301 Carnegie Center, P.O. Box 2066
                           Princeton, N.J. 08543-2066
                    (Name and address of agent for service)

                                 (609) 987-3430
         (Telephone number, including area code, of agent for service)
                             ----------------------

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                        Amount    Offering   Aggregate      Amount of
Title of securities     to be     price per  offering       registration
to be registered      registered  unit       price          fee
- -------------------  -----------  ---------  -------------  ------------
Common Stock, $1.20     80,781    $ 3.745    $  302,524.84
par value              111,154      7.864       874,115.05
                        11,164     10.392       116,016.28
                         7,788     12.133        94,491.80
                         6,625     18.874       125,040.25
                       -------               -------------
         (Totals)      210,890                1,512,188.22  $ 521.45

- --------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

  Omitted as permitted by the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

  Omitted as permitted by the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

  UJB Financial Corp. ("UJB" or the "Company"), the Registrant, hereby
incorporates by reference in this Registration Statement the following documents
filed with the Securities and Exchange Commission (the "SEC"):

     (a)  UJB's Annual Report on Form 10-K filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year
ended December 31, 1993;

     (b)  UJB's Quarterly Reports on Form 10-Q for the quarter ended March 31,
1994;

     (c)  UJB's Current Report on Form 8-K dated May 19, 1994; and

     (d)  The description of the Common Stock of UJB contained in UJB's
Registration Statement on Form 10 dated August 31, 1970 as supplemented by the
Registration Statement on Form 8-A filed August 28, 1989, filed pursuant to
Section 12(b) of the Exchange Act, including all amendments thereto and reports
filed under the Exchange Act for the purpose of updating such description.

     All documents filed by UJB or the Plan with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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
shall likewise be deemed to be incorporated herein by reference and to be a part
hereof from and as of the respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of UJB.  As of June 30, 1994 Mr. Ober
beneficially owned 20,645 shares of Common Stock and options to purchase 63,174
shares of Common Stock at a weighted average exercise price of $18.24.

     The consolidated financial statements of UJB and subsidiaries as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, included in UJB's Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated by reference herein, have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

    The report of KPMG Peat Marwick for the year ending December 31, 1993 refers
to a change in the method of accounting for income taxes.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of the Company provides:

      Section 5.  Indemnification.  Each person who was or is a party and each
    person who is threatened to be or is made a party to any threatened, pending
    or completed action, suit or proceeding, whether civil, criminal,
    administrative, investigative or arbitrative, by reason of the fact that
    such person is, or was, a director, officer or employee of the Corporation,
    or is or was serving at the request of the Corporation as a director,
    officer, trustee, agent, or employee of another corporation, partnership,
    joint venture, sole proprietorship, trust or other enterprise, whether or
    not for profit, shall be indemnified and reimbursed by the Corporation for
    liabilities (including amounts paid or incurred in satisfaction of
    settlements, judgments, fines and penalties) and expenses (including
    reasonable costs, disbursements and counsel fees) to the fullest extent
    permitted by the laws of the State of New Jersey as in effect at the time of
    such indemnification.  The foregoing right of indemnification shall inure to
    the benefit of the heirs, executors, and administrators of each such person,
    shall not be exclusive of any other rights or indemnification to which any
    director, officer, employee or other person may be entitled in any capacity
    as a matter of law or under any by-law, agreement, vote of shareholders or
    directors, insurance policy, or otherwise; and shall continue as to each
    such person who has ceased to be a director, officer or employee.

      This By-Law shall be implemented and construed to provide any director,
    officer, employee, or other person described above who is found to have
    acted in good faith and in a manner such person reasonably believed to be in
    or not opposed to the best interests of the Corporation the maximum
    indemnification, advancement of expenses, and reimbursement for liabilities
    and
expenses allowed by law, provided, however, that advancement of counsel fees
    will be made only when the Board of Directors determines that arrangements
    for counsel are satisfactory to the Board.

    Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the State of the Company's
incorporation, which permits the indemnification of officers and directors,
under certain circumstances and subject to specified limitations, against
liability which any such officer or director may incur in his capacity as such.

    The Company carries an officers' and directors' liability insurance policy
which provides coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts or omissions of such officers and directors
of the Company arising out of their duties as such, subject to certain
exceptions, including, but not limited to, damages based upon illegal personal
profits or adjudicated dishonesty of the person seeking indemnification.  This
policy provides coverage of $35,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     This Registration Statement includes the following exhibits:

     5     Opinion of Richard F. Ober, Jr., Esq. regarding legality.

     10    Converted VSB Bancorp Stock Option Plan of UJB Financial Corp.

     24(a) Consent of Richard F. Ober, Jr., Esq. (included as part of 
           Exhibit 5).

       (b) Consent of KPMG Peat Marwick.

     25    Power of Attorney (contained on the signature pages to this
           Registration Statement).

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after the
    effective date of this 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 this
    Registration Statement;

      (iii) to include any material information with respect to the plan of
    distribution not previously disclosed in this Registration Statement or any
    material change to such information in this Registration Statement;

provided, however, that paragraphs (i) and (ii) above shall not apply if 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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each 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 hereby which remain unsold at the termination
of the offering.

     (4)  That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.

     (5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, 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 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 West Windsor and the State of New Jersey on this
20th day of July, 1994.

                         UJB FINANCIAL CORP.

                         By: /s/ T. Joseph Semrod
                            -----------------------------------
                            T. Joseph Semrod
                            Chairman of the Board of Directors
                            and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 20th day of July, 1994 by
the following persons in the capacities indicated.

    Signatures                         Titles
    ----------                         ------

 /s/ T. Joseph Semrod            Chairman of the Board
- ---------------------------                         
  T. Joseph Semrod               of Directors and President
                                 (Chief Executive Officer)

 /s/ John R. Haggerty            Senior Executive Vice
- ---------------------------                          
  John R. Haggerty               President-Finance
                                 (Principal Financial Officer)

 /s/ William J. Healy            Executive Vice President
- ---------------------------                            
  William J. Healy               and Comptroller
                                 (Principal Accounting Officer)
Signatures                     Titles
     ----------                     ------
 

 /s/ Robert L. Boyle                Director
- ---------------------------                 
  Robert L. Boyle

 /s/ John G. Collins                Director
- ---------------------------                 
  John G. Collins

 /s/ T.J. Dermot Dunphy             Director
- ---------------------------                 
  T.J. Dermot Dunphy

 /s/ Elinor J. Ferdon               Director
- ---------------------------                 
  Elinor J. Ferdon

 /s/ Anne E. Gibbons                Director
- --------------------------                  
  Anne E. Gibbons

                                    Director
- ---------------------------                 
  Fred G. Harvey

 /s/ John R. Howell                 Director
- ---------------------------                 
  John R. Howell

 /s/ Francis J. Mertz               Director
- ---------------------------                 
  Francis J. Mertz

                                    Director
- ---------------------------                
  George L. Miles, Jr.

 /s/ Henry S. Patterson II          Director
- ---------------------------                 
  Henry S. Patterson II

 /s/ Raymond Silverstein            Director
- ---------------------------                 
  Raymond Silverstein

 /s/ Joseph M. Tabak                Director
- ---------------------------                 
  Joseph M. Tabak
EXHIBIT INDEX

Exhibit No.                Description
- -----------                -----------

  5          Opinion of Richard F. Ober, Jr., Esq.
             regarding legality.

 10          Converted VSB Bancorp Stock Option Plan of UJB Financial Corp.

  24(a)      Consent of Richard F. Ober, Jr., Esq.
             (included as part of Exhibit 5).

    (b)      Consent of KPMG Peat Marwick.

  25         Power of Attorney (contained on the
             signature pages to this Registration
             Statement).