As filed with the Securities and Exchange Commission on July 28, 1998
                                                   Registration No. 333-________

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

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

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

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

         New Jersey                                              22-2870972
(State or other jurisdiction of                              (I.R.S. Employer
incorporation of organization)                               Identification No.)

                       305 Roseberry Street, P.O. Box 5360
                         Phillipsburg, New Jersey 08865
                            Telephone: (908) 859-9500
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

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

                Vista Bancorp, Inc. 1998 Stock Compensation Plan
                            (Full title of the Plan)

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

             BARBARA HARDING, PRESIDENT and CHIEF EXECUTIVE OFFICER
                               VISTA BANCORP, INC.
                       305 Roseberry Street, P.O. Box 5360
                         Phillipsburg, New Jersey 08865
                            Telephone: (908) 859-9500
                (Name, address, including ZIP code, and telephone
               number, including area code, of agent for service)

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

                                 With a Copy To:
                             JOHN B. LAMPI, ESQUIRE
                         SAUL, EWING, REMICK & SAUL LLP
                          Penn National Insurance Tower
                        2 North Second Street, 7th Floor
                         Harrisburg, Pennsylvania 17101
                            Telephone: (717) 257-7553

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

<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                           Proposed maximum           Proposed maximum
 Title of securities to be          Amount to be        offering price per share      aggregate offering      Amount of registration
        registered                  registered                  (1)                       price (1)                  fee (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                          <C>                      <C>                      <C>          
  Common Stock, par value         100,000 shares               $21.69                   $2,169,000               $639.86
      $.50 per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated in accordance  with Rule 457(h) and based upon the average of the
     high and low prices reported on The NASDAQ Stock Market of the Registrant's
     common stock as of July 23, 1998.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

                      Index to Exhibits Found on Pages R-13

<PAGE>



PROSPECTUS


                                 100,000 Shares

                               VISTA BANCORP, INC.
                       305 Roseberry Street, P.O. Box 5360
                         Phillipsburg, New Jersey 08865

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


                               VISTA BANCORP, INC.
                          1998 STOCK COMPENSATION PLAN

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

                          Common Stock, Par Value $.50
                                    Per Share
       ------------------------------------------------------------------




     This Prospectus  relates to 100,000 shares of Common Stock,  par value $.50
per share ("Common Stock"), of Vista Bancorp, Inc. ("Vista"),  issuable pursuant
to options that may be granted to employees of Vista and its subsidiaries  under
Vista's 1998 Stock Compensation Plan (the "1998 Plan").



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



             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
             BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), NOR
                HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY
                  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

               THE SHARES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS
                 OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
                 FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC")
                        OR ANY OTHER GOVERNMENTAL AGENCY.


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






                  The date of this Prospectus is July 28, 1998.



<PAGE>



     NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY VISTA.  THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION  OF AN OFFER TO BUY ANY  SECURITIES  OTHER THAN THE  SECURITIES  TO
WHICH THIS  PROSPECTUS  RELATES OR AN OFFER TO OR  SOLICITATION OF ANY PERSON IN
ANY  JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION  WOULD BE UNLAWFUL.  THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT  INFORMATION  HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

AVAILABLE INFORMATION ......................................................  1

VISTA ......................................................................  2

1998 PLAN INFORMATION ......................................................  2

     GENERAL INFORMATION ...................................................  2

     SECURITIES TO BE OFFERED ..............................................  3

     PERSONS WHO MAY PARTICIPATE IN THE 1998 PLAN ..........................  3

     PURCHASE OF SECURITIES PURSUANT TO THE 1998 PLAN AND
         PAYMENT FOR SECURITIES OFFERED ....................................  3

     RESALE RESTRICTIONS ...................................................  4

     TAX EFFECTS OF PARTICIPATION IN THE 1998 PLAN .........................  4

     WITHDRAWAL FROM THE 1998 PLAN; ASSIGNMENT OF INTEREST .................  5

     VISTA INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION ................  6

LEGAL OPINION ..............................................................  7



<PAGE>


                              AVAILABLE INFORMATION

     Vista  is  subject  to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and,  accordingly,  files
reports,  proxy  statements  and other  information  with the SEC. Such reports,
proxy  statements  and other  information  filed with the SEC are  available for
inspection and copying at the public reference facilities  maintained by the SEC
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
and at the SEC's Regional Offices located at Citicorp  Center,  500 West Madison
Street,  Suite 1400,  Chicago,  Illinois  60661 and at Seven World Trade Center,
Suite 1300,  New York,  New York  10048.  Copies of such  documents  may also be
obtained from the Public  Reference  Section of the SEC at Judiciary  Plaza, 450
Fifth Street,  N.W.,  Washington,  D.C. 20549, at prescribed rates. In addition,
copies of such documents may be obtained  through the SEC's Internet  address at
http://www.sec.gov.  The Common Stock is authorized  for quotation on the Nasdaq
National Market and, accordingly,  such materials and other information can also
be inspected at the offices of the National  Association of Securities  Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.

     Vista has filed with the SEC under the  Securities  Act of 1933, as amended
(including  the rules and  regulations  thereunder,  the  "Securities  Act"),  a
Registration  Statement on Form S-8 (No.  333-______)  (including all amendments
and  exhibits  thereto,  the  "Registration  Statement")  with  respect  to  the
securities  offered  hereby.  This  Prospectus  does  not  contain  all  of  the
information set forth in the Registration Statement,  certain parts of which are
omitted  in  accordance   with  the  rules  and  regulations  of  the  SEC.  The
Registration  Statement,  including  any  amendments  and exhibits  thereto,  is
available for inspection and copying as set forth above. Statements contained in
this  Prospectus  as to the contents of any  contract or other  document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other  document filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.

     Vista will furnish to its shareholders  annual reports  containing  audited
financial statements and will make available copies of quarterly reports for the
first three quarters of each fiscal year containing  unaudited interim financial
information.




<PAGE>


                                      VISTA

     Vista is a New Jersey business corporation, incorporated on March 15, 1988,
and is a bank holding  company,  registered  with and supervised by the Board of
Governors of the Federal Reserve System ("Federal Reserve Board"). Vista has two
(2) wholly-owned  subsidiary  banks,  The  Phillipsburg  National Bank and Trust
Company  ("Phillipsburg  National  Bank") and Twin Rivers  Community Bank ("Twin
Rivers").  These two banks are hereinafter collectively referred to as the "Bank
Subsidiaries."  The deposits of the Bank  Subsidiaries are generally  insured by
the Federal Deposit Insurance Corporation ("FDIC") under the Bank Insurance Fund
("BIF"), although Phillipsburg National Bank has acquired some so-called "Oakar"
deposits  which  are  insured  under  the  Savings  Association  Insurance  Fund
("SAIF").

     Vista provides a full range of retail and commercial  banking  services for
consumers  and small to medium  size  businesses.  Lending  is  concentrated  in
commercial,  consumer and real estate loans to local borrowers.  Vista's lending
and investing activities are funded principally by deposits gathered through its
retail branch office  network.  Vista's  retail  approach is that of a community
bank -- development of long-term customer  relationships,  personalized service,
convenient  locations,  free checking for customers  maintaining certain minimum
balances and convenient hours of operation.

     Vista's  growth  strategy is centered  on the  further  development  of its
community-based  retail banking  network along the Interstate 78 corridor in the
counties  of  Warren  and  Hunterdon  in  New  Jersey  and in  the  counties  of
Northampton and Lehigh in Pennsylvania,  with the extension of its market to the
East in New Jersey and to the West in  Pennsylvania.  This  retail  approach  to
banking  has  resulted  in the  growth of demand  and  savings  deposits  due to
convenience and service.  The objective of this strategy is to take advantage of
the expected  long-term  economic growth along the Interstate 78 corridor in New
Jersey and Pennsylvania.

     Vista's and Phillipsburg  National Bank's principal  executive  offices are
currently located at 305 Roseberry Street,  Post Office Box 5360,  Phillipsburg,
New Jersey  08865.  Phillipsburg  National  Bank's main office is located at 115
South Main  Street,  Phillipsburg,  New Jersey  08865.  Vista has an  operations
center  located  at  291  Pickford  Avenue,  Phillipsburg,   New  Jersey  08865.
Phillipsburg National Bank has, in addition, an administrative and consumer loan
center located at 305 Roseberry Street, Post Office Box 5360, Phillipsburg,  New
Jersey and nine (9)  branch  offices  located  throughout  Warren and  Hunterdon
Counties,  New Jersey.  Twin Rivers' main office is located at 2925 William Penn
Highway, Easton, Pennsylvania 18045, and has three (3) branch offices located in
the Easton and Bethlehem areas of Pennsylvania.

     As of March 31,  1998,  Vista had  forty-five  (45)  full-time  and one (1)
part-time  employees.  These  employees  are in the following  areas:  corporate
security/disaster  recovery,  compliance,  accounting,  audit, loan review, data
processing  and  bookkeeping.  The Bank  Subsidiaries  reimburse  Vista  for the
respective  services  performed  by  these  employees.  Vista  does not own real
property.  However,  Vista  does  pay the  rent for the  premises  in which  the
operations  center is located.  The operations center is the location where most
of Vista's  employees  work.  Vista is not a party to any collective  bargaining
agreement.


                              1998 PLAN INFORMATION

     A brief description of the 1998 Plan follows. The description  contained in
this  Prospectus  is not complete and is qualified in its entirety by the actual
terms of the 1998 Plan  which is  attached  as an  exhibit  to the  Registration
Statement,  and any amendments or interpretations thereof, to which reference is
made.

General Information

     The Vista Bancorp,  Inc. 1998 Stock Compensation Plan is intended to enable
Vista and any subsidiary of Vista to attract and retain capable officers and key
employees,  and to provide them with incentives to promote the best interests of
Vista and its  subsidiaries  through the grant of  Incentive  Stock  Options and
Nonqualified Stock Options (collectively, the "Options") to acquire Vista shares
of Common Stock.

                                       2

<PAGE>

     No Option may be granted under the 1998 Plan after  February 19, 2008.  The
1998 Plan may be  suspended,  discontinued  or amended  from time to time by the
Vista Board of Directors without shareholder approval, provided that approval by
the affirmative  vote of the holders of a majority of all shares of Common Stock
present  in  person  or  by  proxy  and  entitled  to  vote  at  a  duly  called
shareholders'  meeting  shall be required  to amend the 1998 Plan to  materially
increase the benefits accruing to participants under the 1998 Plan; increase the
number of shares  available  for  issuance  under the 1998 Plan (other than as a
result of adjustments made upon stock dividends,  stock splits and other changes
in the  capitalization of Vista);  modify the requirements as to eligibility for
participation  in the 1998 Plan; or increase the cost of the 1998 Plan to Vista.
No  amendment  or  discontinuation  of the 1998 Plan may  materially  impair the
rights of any holder of an outstanding  Option without the consent of the holder
of such Option.

     The 1998 Plan is not subject to any  provisions of the Employee  Retirement
Income Security Act of 1974 ("ERISA").

     The 1998 Plan is  administered by the  Compensation  Committee of the Vista
Board of Directors.  This committee consists of all non-employee  members of the
Vista Board of Directors.  This committee has authority to determine the persons
to whom Options will be granted, the number of shares of Common Stock covered by
such  Options  and,  subject  to the  terms  of the 1998  Plan,  the  terms  and
conditions thereof. This committee holds meetings at such times and places as it
may  determine.  A majority vote of this committee at which a quorum is present,
or acts  reduced to or  approved  in writing by a majority of the members of the
committee, are valid acts of this committee.

     The  interpretation  and construction by the Compensation  Committee of any
provisions  of the 1998  Plan or any  Options  granted  under  the 1998 Plan are
final.  No member of the Vista Board of  Directors  sitting on the  Compensation
Committee will be liable for any action or determination made in good faith with
respect to the 1998 Plan or any option granted under it.

     For additional information relating to the 1998 Plan, please contact:

        Jill A. Pursell, Assistant Vice President and Corporate Secretary
                               Vista Bancorp, Inc.
                       305 Roseberry Street, P.O. Box 5360
                       Phillipsburg, New Jersey 08865-5360
                            Telephone: (908) 859-9559


Securities To Be Offered

     100,000  shares of the Common Stock,  par value $0.50 per share,  have been
allocated  to the 1998 Plan for issuance by Vista at the exercise of the Options
granted under the 1998 Plan.

Persons Who May Participate In The 1998 Plan

     All officers and  full-time  employees  of Vista and its  subsidiaries  are
eligible to receive Options under the 1998 Plan.

Purchase Of  Securities  Pursuant  To The 1998 Plan And  Payment For  Securities
Offered

     The  option  price for each  share of  Common  Stock  covered  by an Option
granted under the 1998 Plan shall be fixed by the  Compensation  Committee,  but
shall not be less than the fair market  value of a share of Common  Stock on the
date such option is granted.  If available,  the fair market value of a share of
Common  Stock on a day shall be the mean between the closing bid and the closing
asked  price of a share of stock as reported  by the NASDAQ  National  Market or
such other entity as the Compensation Committee may select from time to time. If
no such bid and asked price is  available,  then the fair market  value shall be
the mean between the highest and lowest  selling prices quoted by such entity as
the Compensation Committee may select or, if no such prices are available,

                                       3

<PAGE>

fair market value shall be determined using such other method as permitted under
the Internal Revenue Code and adopted by the Compensation Committee from time to
time.

     No Option  may be  granted  under the 1998 Plan after  February  19,  2008.
Options  shall be  exercisable  in such  installments  and on such  dates as the
Compensation  Committee may specify,  and no Option may have a term in excess of
ten years  from the date of grant.  An Option  generally  may only be  exercised
while the optionee remains an employee of Vista or any subsidiary  thereof,  but
may be exercised up to three months after a  termination  of  employment  due to
retirement or termination by Vista without cause,  or up to one year following a
termination of employment due to the death or disability of the optionee.

     In the case of an Incentive  Stock Option  granted to an individual  owning
more than 10% of the total  combined  voting power of all shares of Common Stock
of Vista or any subsidiary  thereof at the time of grant, the option price shall
be no less than  110% of the fair  market  value of the  shares  covered  by the
Incentive Stock Option on the date of grant, and the term of the Incentive Stock
Option shall not exceed five years from the date of grant.  The  aggregate  fair
market value,  determined as of the time of grant, of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by an optionee during any calendar year shall not exceed  $100,000.  Any Options
granted  to  an  optionee  in  excess  of  the  foregoing  limitation  shall  be
Nonqualified Stock Options.

Resale Restrictions

     During an  optionee's  lifetime,  an Option  may only be  exercised  by the
optionee,  or in the event of the  optionee's  legal  disability,  by his or her
legal  representatives.  No Option  granted  under  the Plan may be  transferred
except by will or by the laws of descent and distribution.

     The Compensation  Committee has discretion to impose additional  conditions
on the exercise of Options and may  restrict  the  transfer of shares  purchased
upon the exercise of Options.  In the event of a change in control of Vista,  as
defined in the Plan, all  outstanding  Options will become 100% vested,  and the
Compensation   Committee   shall  have  discretion  to  provide  an  accelerated
termination  date for Options  granted  under the Plan.  In the event of such an
accelerated  terminate date, each optionee will be entitled to receive an amount
equal to the  excess of the fair  market  value of the  shares  covered  by such
optionee's Options over the Option price of such Options. Such amount will be in
payable in cash, in property payable in the change in control transaction,  or a
combination thereof, as determined by the Compensation Committee.

     For a discussion  on the  required  holding  periods to  determine  federal
income tax rates,  see the caption below entitled "Tax Effects Of  Participation
In The 1998 Plan."

Tax Effects Of Participation In The 1998 Plan

     Incentive Stock Options

     There is no immediate federal income tax consequence to either the optionee
or Vista upon the grant of an Incentive Stock Option. The optionee will not have
to  recognize  any income upon the exercise of an Incentive  Stock  Option,  and
Vista  will not be  allowed  any  deduction,  as long as the  optionee  does not
dispose of the shares so acquired  (the "Option  Shares")  within two years from
the date the Incentive Stock Option was granted or within one year from the date
the  Option  Shares  were  transferred  to the  optionee  (the  "Holding  Period
Requirement"). Upon a sale of the Option Shares after meeting the Holding Period
Requirement,  the optionee will  recognize a capital gain (or loss)  measured by
the excess (or  deficit) of the amount  realized  from such sale over the option
price of such Option  Shares,  but no  deduction  will be allowed to Vista.  Any
capital  gain  recognized  by an optionee  from a sale of Option  Shares will be
taxed at a maximum  rate of 20% if the Option  Shares were held for more than 18
months,  or a maximum  rate of 28%, if the Option  Shares were held for at least
one year, but not more than 18 months.

     If an  optionee  disposes  of  Option  shares  before  the  Holding  Period
Requirement  is satisfied,  the optionee will recognize  ordinary  income in the
year of disposition, and Vista will be entitled to a corresponding deduction, in
an amount  equal to the lesser of (a) the excess of the fair market value of the
Option Shares on the date of exercise over the option price of the Option Shares
or (b) the excess of the amount realized from such  disposition  over the 

                                       4

<PAGE>

option  price of the Option  Shares.  Where  Option  Shares are sold  before the
Holding  Period  Requirement  is satisfied,  the optionee will also  recognize a
short-term  capital  gain to the  extent  that  the  amount  realized  from  the
disposition  of the Option  Shares  exceeded the fair market value of the Option
Shares on the date of exercise.

     An optionee may, under certain circumstances,  be permitted to pay all or a
portion of the option price of an Incentive  Stock Option by  delivering  Common
Stock of Vista.  If the Common Stock  delivered by an optionee as payment of the
Option price was acquired  through a prior exercise of an Incentive Stock Option
or an Option  granted under an employee  stock purchase plan, and if the holding
period  requirements  applicable to such Common Stock have not yet been met, the
delivery  of such Common  Stock to Vista  could be treated as a taxable  sale or
disposition of such stock.  In general,  where an optionee pays the Option price
of an Incentive Stock Option by delivering  Common Stock of Vista,  the optionee
will have a zero tax basis in the Option  Shares  received that are in excess of
the number of shares of Common Stock  delivered in payment of the option  price.
Optionees  should consult their personal tax advisors  before using Common Stock
of Vista to pay all or a portion of the Option price of an Option  granted under
the Plan.

     For  alternative  minimum tax purposes,  regardless of whether the optionee
satisfies the Holding Period Requirement, the excess of the fair market value of
the Option  Shares on the exercise date over the Option price will be treated as
a positive  adjustment to the optionee's  alternative minimum taxable income for
the year the  Incentive  Stock  Option is  exercised.  If the Option  Shares are
disposed of in the year the Incentive Stock Option was exercised,  however,  the
positive adjustment taken into account for alternative minimum tax purposes will
not exceed the gain realized on such sale. Exercise of an Incentive Stock Option
may thus result in liability for alternative minimum tax.

     Nonqualified Stock Options

     There is no federal income tax  consequence to either the optionee or Vista
upon  the  grant  of  a  Nonqualified  Stock  Option.  Upon  the  exercise  of a
Nonqualified  Stock Option,  the optionee will recognize  ordinary  compensation
income in an amount  equal to the excess of the fair market  value of the Option
Shares so purchased  on the date of exercise  over the Option  price,  and Vista
will be  entitled  to a federal  income tax  deduction  of the same  amount.  An
optionee's  tax basis in Option Shares  acquired upon exercise of a Nonqualified
Stock Option will equal the fair market value of such Option  Shares on the date
of exercise, and any subsequent gain or loss from the sale of such Option Shares
will be a short-term, mid-term or long-term capital gain or loss, depending upon
the holding period of such Option Shares.

     If an optionee  pays the Option  price of a  Nonqualified  Stock  Option by
surrendering  shares of Common Stock of Vista held by the optionee  then, to the
extent the Option Shares  received upon exercise of the Option do not exceed the
number of shares  delivered,  the optionee  will be treated as making a tax-free
exchange  of stock and the new  Option  Shares  received  will have the same tax
basis and holding period as the shares given up. In such case, the optionee will
recognize  ordinary  compensation  income in an amount  equal to the fair market
value of the Option Shares received in excess of the shares delivered in payment
of the option price. The basis of such additional Option Shares will equal their
fair market value on the date the Option was exercised.

Withdrawal From The 1998 Plan; Assignment Of Interest

     Termination of Optionee's Employment

     If an  optionee's  employment  with  Vista  or any of its  subsidiaries  is
terminated  for any  reason,  without  "Cause,"  other  than by reason of death,
disability,  or retirement  (as described  below) prior to the expiration of the
original  term  of his or her  Option  ("Expiration  Date")  such  Option  shall
terminate  three months after such  termination  of  employment.  An  optionee's
employment  relationship  shall be  considered  as  continuing  intact while the
optionee  is on  military  leave,  sick  leave,  bona fide  leave of  absence in
accordance with general  corporate  policies,  federal or state family leave, or
other leave if the period of such leave does not exceed three months, unless the
optionee's  right to  reemployment  with  Vista or any of its  subsidiaries,  is
guaranteed  either by statute or contract.  In the event of any  termination for
"Cause,"  any  and all  Options  that  have  not yet  become  exercisable  shall
immediately terminate, except as required otherwise under any state statutes.

                                       5

<PAGE>

     Death of Optionee

     If an  optionee's  employment is terminated by reason of his death prior to
the  Expiration  Date of his  Option,  or if an  optionee  whose  employment  is
terminated as a result of retirement  or disability  (as described  below) shall
die  following  the  optionee's  termination  of  employment  but  prior  to the
Expiration  Date of any  Option or  expiration  of the period  determined  under
disability  or  retirement,  if  earlier,  such Option may be  exercised  by the
optionee's estate, personal representative or beneficiary who acquired the right
to exercise such Option by bequest or  inheritance  or by reason of the death of
the  optionee,  to the extent of the number of shares with  respect to which the
optionee could have exercised it on the date of the optionee's  death, or to any
greater extent permitted by the Compensation Committee, at any time prior to the
earlier of: (i) one year following the date of the optionee's death; or (ii) the
Expiration  Date  of such  Option  (which,  in the  case of  death  following  a
termination of employment pursuant to disability or retirement,  shall be deemed
to mean the expiration of the exercise period determined thereunder.)

     Disability of Optionee

     If an  optionee  shall  become  disabled  (within  the  meaning  of section
22(e)(3) of the Internal  Revenue Code) during the  optionee's  employment  with
Vista or any of its  subsidiaries,  and the optionee's  employment with Vista or
any of its  subsidiaries is terminated as a consequence of such disability prior
to the Expiration Date of his or her Option,  any Option may be exercised by the
optionee,  to the  extent  of the  number of shares  with  respect  to which the
optionee could have exercised  under the Option on the date of such  termination
of employment, or to any greater extent permitted by the Compensation Committee,
at any time  prior to the  earlier  of: (i) one year  following  the date of the
optionee's  termination  of  employment;  or (ii)  the  Expiration  Date of such
Option. In the event of the optionee's legal  disability,  such Option may be so
exercised by the optionee's legal representative.

     Retirement of Optionee

     If an optionee retires in accordance with the retirement policy of Vista or
any of its  subsidiaries,  or otherwise  retires with the express consent of the
Compensation Committee after age 55, and the optionee's employment with Vista or
any of its  subsidiaries is terminated as a consequence of such retirement prior
to the Expiration Date of the optionee's Option, such Option may be exercised by
the  optionee,  to the extent of the number of shares with  respect to which the
optionee could have exercised it on the date of the optionee's retirement, or to
any greater extent permitted by the Compensation Committee, at any time prior to
the  earlier  of: (i) three  months  after the date of  retirement;  or (ii) the
Expiration Date of such Option.

     Transferability

     No Option shall be assignable or transferable by an optionee otherwise than
by will or by the laws of descent and  distribution,  and during the lifetime of
the optionee,  the Option shall be exercisable  only by the optionee,  or in the
event of the optionee's legal disability, by his legal representatives.

Vista Information And Employee Plan Annual Information

     Vista hereby  incorporates  by reference in this  Prospectus  the documents
listed  below and hereby  further  states that all such  documents  subsequently
filed by it pursuant to Section 13(a),  13(c), 14 and 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Prospectus  and to be part thereof from the date of filing of
such documents:

     (a)  Vista's  latest annual report filed pursuant to Section 13 or 15(d) of
          the  Exchange  Act or the latest  prospectus  filed  pursuant  to Rule
          424(b) under the 1933 Act which contains audited financial  statements
          for Vista's  latest  fiscal year for which such  statements  have been
          filed or Vista's effective registration statement on Form 10.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act  since  the  end  of  the  fiscal  year  covered  by the
          registrant document referred to in (a) above.

                                       6

<PAGE>


     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

     Any  person to whom a copy of this  Prospectus  is  delivered  may  obtain,
without  charge,  upon written or oral  request,  a copy of any of the documents
incorporated  by reference  herein,  except for the  exhibits to such  document,
unless such exhibits are specifically incorporated by reference herein. Requests
should be directed to:

        Jill A. Pursell, Assistant Vice President and Corporate Secretary
                               Vista Bancorp, Inc.
                       305 Roseberry Street, P.O. Box 5360
                       Phillipsburg, New Jersey 08865-5360
                            Telephone: (908) 859-9559


                                  LEGAL OPINION

     The validity of the Common Stock offered, pursuant to the terms of the 1998
Plan,  will be passed  upon for Vista by Saul,  Ewing,  Remick & Saul LLP,  Penn
National  Insurance  Tower,  2  North  Second  Street,  7th  Floor,  Harrisburg,
Pennsylvania 17101.



                                       7

<PAGE>


                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Registrant  hereby  incorporates  by  reference  in this  registration
statement the  documents  listed below and hereby  further  states that all such
documents  subsequently  filed by it pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which  deregisters  all such  securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be part thereof from the date of filing of such documents.

     (a)  The Registrant's  latest annual report filed pursuant to Section 13 or
          15(d) of the Exchange Act or the latest  prospectus  filed pursuant to
          Rule  424(b)  under  the 1933 Act  which  contains  audited  financial
          statements  for the  Registrant's  latest  fiscal  year for which such
          statements have been filed or the Registrant's  effective registration
          statement on Form 10.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act  since  the  end  of  the  fiscal  year  covered  by the
          registrant document referred to in (a) above.


Item 4.  DESCRIPTION OF SECURITIES

     A. DESCRIPTION OF COMMON STOCK

     The  Registrant is authorized to issue  10,000,000  shares of Common Stock,
par value $0.50 per share, of which  approximately  4,186,680 shares are issued;
7,302 are held as treasury  shares;  and 4,179,378  shares are outstanding as of
March 31, 1998. The remaining 5,813,320 authorized but unissued shares of Common
Stock  may be  issued  by the Board of  Directors  without  further  shareholder
approval,  subject  to  preemptive  rights  of  shareholders.  The  Registrant's
shareholders are entitled to one vote per share on all matters presented to them
and have cumulative voting rights in the election of directors.

     Cumulative  voting  rights with respect to the election of directors  means
that each  shareholder  has the right,  in person or by proxy,  to multiply  the
number of votes to which he or she is entitled by the number of  directors to be
elected  and to cast  the  whole  number  of such  votes  for one  candidate  or
distribute them among two or more candidates.

     A shareholder has a preemptive  right to subscribe for  securities,  option
rights or securities  having option rights,  issued for cash by the  Registrant.
Securities  (or any option  rights or  securities  having  conversion  or option
rights with respect to such  securities)  that have been offered to shareholders
at a price and upon terms  fixed and that have not been  subscribed  for by them
within the time fixed by the Board of Directors, may be thereafter offered for a
period not to exceed one year after the  expiration  of such time  period to any
person or  persons at a price and upon  terms not more  favorable  than those at
which the shares were first offered to the shareholders of the Registrant.

     The Common Stock has no redemption or repurchase provisions. The Shares are
non-assessable  and require no sinking  fund.  Each  shareholder  is entitled to
receive  dividends  that may be declared by the Board of Directors  and to share
pro rata in the event of dissolution or liquidation.

     In some  jurisdictions,  shares  of  Common  Stock  of a  general  business
corporation,  such as the Registrant,  may be treated differently from shares of
stock of a bank and trust  company,  and  therefore,  may be subject to personal
property taxation.

                                      R-1

<PAGE>


     B. ANTI-TAKEOVER PROVISIONS

     The Amended  Certificate  of  Incorporation  and by-laws of the  Registrant
contain certain  provisions which may be deemed to be  "anti-takeover" in nature
in that  such  provisions  may  deter,  discourage  or make more  difficult  the
assumption of control of the Registrant by another corporation or person through
a tender  offer,  merger,  proxy  contest  or similar  transaction  or series of
transactions.

     One of these provisions is the authorization of 10,000,000 shares of Common
Stock.  These  additional  common  shares  were  authorized  for the  purpose of
providing the Board of Directors of the Registrant  with as much  flexibility as
possible in issuing additional shares for proper corporate  purposes,  including
financing,  acquisitions,  stock  dividends,  stock splits,  employee  incentive
plans, and other similar purposes.  However, these additional shares may also be
used  by  the   Board  of   Directors   (if   consistent   with  its   fiduciary
responsibilities)  to deter future attempts to gain control over the Registrant.
Shareholders of the Registrant  will have preemptive  rights with respect to the
purchase of these shares.

     Provision  for a  staggered  Board of  Directors  has been  included in the
Registrant's  Amended  Certificate of  Incorporation.  The Board believes that a
classified  Board will help to assure  continuity  and  stability  of  corporate
leadership and policy,  although there has not been any problem with  continuity
on the Board of  Directors.  In addition,  the Board  believes that a classified
Board  helps to  moderate  the pace of any  change  in  control  of the Board of
Directors by extending the time required to elect a majority of the directors to
at least two successive annual meetings. Since this extension of time also tends
to discourage a tender offer or takeover bid, and to make it more  difficult for
a majority of  shareholders  to change the composition of the Board of Directors
even though this may be considered  desirable for them,  this provision may also
be deemed to be "anti-takeover" in nature.

     Article 9 of the Registrant's Amended Certificate of Incorporation  enables
the Board to oppose a tender offer on the basis of factors  other than  economic
benefit to  shareholders,  such as: the impact the acquisition of the Registrant
would have on the community;  the effect of the acquisition  upon  shareholders,
employees,  depositors and customers,  and the reputation and business practices
of the tender offeror.  This provision was included in the Registrant's  Amended
Certificate of  Incorporation  to permit the Board of Directors to recognize its
responsibilities  to these  constituent  groups and to the Registrant,  the Bank
Subsidiaries and the communities which they serve.

     Another provision of the Registrant's  Amended Certificate of Incorporation
provides that any merger,  consolidation,  sale of assets or similar transaction
requires  the  affirmative  vote of: (1) the holders of 75% of the  Registrant's
outstanding  stock,  or  (ii)  the  holders  of  66  2/3%  of  the  Registrant's
outstanding  stock,  provided  that  such  transaction  has  received  the prior
approval  of 80% of the  entire  Board of  Directors.  The New  Jersey  Business
Corporation Act (the "Act") provides that,  unless  otherwise  prescribed in the
corporation's  certificate  of  incorporation,  such  transactions  require  the
approval of a majority of the  outstanding  shares.  Without this greater voting
requirement, the Registrant believes that the shareholders would be inadequately
protected from the potential abuses of unsolicited takeover attempts.

     Article 10 of the Registrant's  Amended Certificate of Incorporation,  also
regarding business combinations,  includes a "fair price" provision.  Under this
provision no merger,  consolidation,  or liquidation of the Registrant  would be
valid unless all shareholders  receive the same price for their stock. The Board
of Directors  has observed  that it has become a relatively  common  practice in
corporate  takeovers to pay cash to acquire a  controlling  equity  interest and
then to pay the remaining  shareholders  a price for their shares which is lower
than  the  price  paid  to  acquire  control  or is a  less  desirable  form  of
consideration,  as the  case may be.  This  provision  is  designed  to  protect
minority  shareholders from a purchaser who uses a two-tiered  pricing tactic in
an attempt to take control of the  Registrant.  The provision is not designed to
prevent or discourage tender offers for the Registrant in which all shareholders
receive substantially the same price for their shares.

     The Act provides  that the  certificate  of  incorporation  of a New Jersey
corporation (such as the Registrant) may be amended by the affirmative vote of a
majority  of the  outstanding  voting  stock  of  such  corporation,  except  as
otherwise  provided by such  corporation's  certificate  of  incorporation.  The
Registrant's  Amended  Certificate  of  Incorporation,  however,  provides  that
certain  provisions  designed  to  protect  the  Registrant  from an  unfriendly
takeover  attempt  can only be amended by an  affirmative  vote of holders of at
least 75% of the outstanding  voting stock of the Registrant  unless approved by
the  affirmative  vote of 80% of the entire  Board of  Directors,  in which

                                      R-2

<PAGE>

case approval by only 66 2/3% of the  outstanding  voting stock is required.  On
other matters, the Amended Certificate of Incorporation of the Registrant can be
amended by an  affirmative  vote of the  holders of a  majority  of  outstanding
voting  stock.  The  Registrant  believes  that  this  procedural  provision  is
essential to preserve the  substantive  provisions of the  Registrant's  Amended
Certificate of Incorporation.

     Finally, the by-laws provide that nominations of candidates for election as
directors of the Registrant,  other than those made by Board of Directors,  must
be made in writing and  delivered or mailed to the  Secretary of the  Registrant
not less than fifteen (15) days prior to any  shareholders'  meeting  called for
the election of directors.  The  notification  must contain certain  information
known to the  nominating  shareholder.  The Board  believes that this  provision
avoids  surprise  nominations  and ensures  that there is adequate  time for the
Registrant to be informed of the  backgrounds and  qualifications  of candidates
for election as directors.  However,  this by-law  provision  could be viewed as
"anti-takeover"  in nature since it may make it more difficult for  shareholders
to  nominate  candidates  and may  give an  advantage  to  incumbent  directors'
nominees.

     The  overall  effect of these  provisions  may be to deter a future  tender
offer or other takeover attempt that some shareholders might view to be in their
best  interests  insofar as the offer  might  include a premium  over the market
price of the common stock at that time. In addition,  these  provisions may have
the effect of assisting  the  Registrant's  current  management in retaining its
position  and  place  it in a better  position  to  resist  changes  which  some
shareholders  may  deem  desirable  if  dissatisfied  with  the  conduct  of the
Registrant's business.

     The Board of  Directors  has no plans to adopt  any  other  "anti-takeover"
provisions  and  believes  that  it has no  other  protection  against  takeover
attempts  other than the approval of the  regulatory  authorities  that would be
required for an outside party to gain control of the Registrant.

     C. DIVIDEND RESTRICTIONS

     Under the Act,  Vista  may not pay a  dividend,  if,  after  giving  effect
thereto, either (a) Vista would be unable to pay its debts as they become due in
the usual course of business or (b) Vista's  total assets would be less than its
total  liabilities.  The  determination  of total assets and  liabilities may be
based upon: (i) financial statements prepared on the basis of generally accepted
accounting principles;  (ii) financial statements that are prepared on the basis
of other  accounting  practices and  principles  that are  reasonable  under the
circumstances;  or (iii) a fair  valuation  or other  method that is  reasonable
under the circumstances.

     Phillipsburg National Bank is subject to the rules governing the payment of
dividends  promulgated  by the Office of the  Comptroller  of the Currency  (the
"OCC").   Phillipsburg   National  Bank  may  not  pay  dividends  from  capital
(unimpaired  common and  preferred  stock  outstanding)  but only from  retained
earnings after deducting losses and bad debts therefrom. "Bad debts" are defined
as matured  obligations in which interest is past due and unpaid for ninety (90)
days,  but do not include  well-secured  obligations  that are in the process of
collection.

     Phillipsburg  National  Bank may not pay any dividends on its capital stock
during the period in which it may be in default in the payment of its assessment
for deposit  insurance  premium due to the FDIC, nor may it pay dividends on its
capital common stock until any  cumulative  dividends on  Phillipsburg  National
Bank's  preferred stock (if any) have been paid in full.  Phillipsburg  National
Bank has never been in default in the payments of its  assessments  to the FDIC;
and, moreover, Phillipsburg National bank has no outstanding preferred stock. In
addition,  under  the  Federal  Deposit  Insurance  Act  (912  U.S.C.  ss.1818),
dividends  cannot be  declared  and paid if the OCC  obtains a cease and  desist
order  because  such  payment  would  constitute  an unsafe and unsound  banking
practice.  Phillipsburg  National Bank's unrestricted  retained earnings and net
income available that could be paid as a dividend to Vista under the current OCC
rules were $6.9 million as of December 31, 1997.

     Similar to  Phillipsburg  National  Bank,  the dividends of Twin Rivers are
also subject to certain  regulatory  considerations  and the  discretion  of its
Board of Directors and will depend upon a number of factors, including operating
results, financial conditions and general business conditions. Vista is entitled
to receive  dividends,  as and when  declared by the Board of  Directors of Twin
Rivers, out of funds legally available therefor, subject to the restrictions set
forth in the Pennsylvania Banking Code of 1965 (the "Pennsylvania Banking Code")
and the Federal Deposit Insurance Act.

                                      R-3

<PAGE>


     The Pennsylvania  Banking Code provides that cash dividends may be declared
and paid only out of accumulated net earnings and that, prior to the declaration
of any  dividend,  if the  surplus of Twin Rivers is less than the amount of its
capital,  Twin Rivers shall, until surplus is equal to such amount,  transfer to
surplus an amount  which is at least 10% of the net  earnings of Twin Rivers for
the period since the end of the last fiscal year or for any shorter period since
the declaration of a dividend. If the surplus of Twin Rivers is less than 50% of
the amount of  capital,  no dividend  may be declared or paid  without the prior
approval of the  Pennsylvania  Department of Banking until such surplus is equal
to 50% of Twin Rivers' capital.

     As of December 31, 1997,  there was $1.3 million  accumulated  net earnings
available at Twin Rivers that could be paid as a dividend to Vista under current
Pennsylvania law.

     The Federal  Deposit  Insurance  Act  generally  prohibits  all payments of
dividends  by any  bank  which  is in  default  on any  assessment  for  deposit
insurance premium to the FDIC.


Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.


Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  14A:3-5(2) of the Act (relating to  indemnification  in connection
with  third  party  actions)  provides  that  the  Registrant  has the  power to
indemnify any person who is or was a director, officer, employee or agent of the
Registrant and any person who is or was a director,  officer,  employee or agent
of any  domestic  or  foreign  corporation,  partnership,  joint  venture,  sole
proprietorship  trust or other  enterprise  whether or not for profit and who is
serving at the request of the Registrant or the legal representative of any such
director,  officer,  trustee,  employee or agent (the "Corporate Agent") against
his expenses and  liabilities in connection  with any  proceeding  involving the
Corporate  Agent by reason of his being or having been such a  Corporate  Agent,
other than a proceeding by or in the right of the Registrant, if

     (a)  such Corporate Agent acted in good faith and in a manner he reasonably
          believed  to be in or  not  opposed  to  the  best  interests  of  the
          corporation; and

     (b)  with respect to any criminal  proceeding,  such Corporate Agent had no
          reasonable cause to believe his conduct was unlawful.  The termination
          of any proceeding by judgment, order, settlement, conviction or upon a
          plea of nolo contendere or its equivalent,  shall not of itself create
          a presumption  that such  Corporate  Agent did not meet the applicable
          standards of conduct set forth above.


     Under  Section  14A:3-5(3)  of the  Act  (relating  to  indemnification  in
connection with derivative actions), the Registrant has the power to indemnify a
Corporate  Agent against his expenses in connection with any proceeding by or in
the right of the  Registrant  to procure a judgment in its favor which  involves
the Corporate Agent by reason of his being or having been such Corporate  Agent,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant.  However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which  such  Corporate  Agent  shall  have  been  adjudged  to be  liable to the
Registrant,  unless and only to the extent that the Superior  Court or the court
in which such  proceeding  was brought shall  determine  upon  application  that
despite the adjudication of liability,  but in view of all  circumstances of the
case,  such Corporate  Agent is fairly and reasonably  entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

     Section  14A:3-5(4)  of the Act  (relating  to  mandatory  indemnification)
states that the Registrant shall indemnify a Corporate Agent against expenses to
the  extent  that such  Corporate  Agent has been  successful  on the  merits or
otherwise in any proceeding referred to in subsections  14A:3-5(2)  (relating to
indemnification in 


                                      R-4

<PAGE>

connection with third party actions) and 14A:3-5(3) (relating to indemnification
in  connection  with  derivative  actions) or in defense of any claim,  issue or
matter therein.

     Furthermore, under Section 14A:3-5(5) of the Act (relating to procedure for
effecting  indemnification),  any  indemnification  under subsection  14A:3-5(2)
(relating to indemnification in connection with third party actions) and, unless
ordered by a court, under subsection  14A:3-5(3) (relating to indemnification in
connection  with  derivative  actions)  may be  made by the  Registrant  only as
authorized  in a specific  case upon a  determination  that  indemnification  is
proper in the  circumstances  because  the  Corporate  Agent met the  applicable
standard  of  conduct  set  forth  in   subsection   14A:3-5(2)   (relating   to
indemnification in connection with third party actions) or subsection 14A:3-5(3)
(relating to  indemnification  in connection  with derivative  actions).  Unless
otherwise  provided  in  the  certificate  of  incorporation  or  bylaws,   such
determination shall be made:

     (a)  by the board of directors or a committee thereof, acting by a majority
          vote of a quorum  consisting  of directors  who were not parties to or
          otherwise involved in the proceeding; or

     (b)  if such a quorum is not  obtainable,  or, even if obtainable  and such
          quorum of the board of directors  or  committee by a majority  vote of
          the disinterested  directors so directs, by independent legal counsel,
          in a written  opinion,  such counsel to be  designated by the board of
          directors; or

     (c)  by the shareholders if the certificate of incorporation or bylaws or a
          resolution  of  the  board  of  directors  or of the  shareholders  so
          directs.


     Section 14A:3-5(6) of the Act (relating to advancing  expenses) states that
expenses  incurred by a Corporate  Agent in connection  with a proceeding may be
paid by the Registrant in advance of the final  disposition of the proceeding as
authorized  by the board of directors  upon receipt of an  undertaking  by or on
behalf of the  Corporate  Agent to repay such amount if it shall  ultimately  be
determined  that such  Corporate  Agent is not  entitled  to be  indemnified  as
provided by the Act.

     Section  14A:3-5(7)  of the  Act  provides  that  if the  Registrant,  upon
application   of  a   Corporate   Agent,   has  failed  or  refused  to  provide
indemnification as required under subsection  14A:3-5(4)  (relating to mandatory
indemnification)  or  permitted  under  subsections   14A:3-5(2)   (relating  to
indemnification in connection with third party actions), 14A:3-5(3) (relating to
indemnification in connection with derivative actions) and 14A:3-5(6)  (relating
to advancing  expenses),  a Corporate Agent may apply to a court for an award of
indemnification by the Registrant, and such court:

     (a)  may award  indemnification  to the extent authorized under subsections
          14A:3-5(2) (relating to indemnification in connection with third party
          actions) and  14A:3-5(3)  (relating to  indemnification  in connection
          with derivative actions) and shall award indemnification to the extent
          required   under   subsection   14A:3-5(4)   (relating   to  mandatory
          indemnification), notwithstanding any contrary determination which may
          have been made under subsection  14A:3-5(5) (relating to the procedure
          to effect indemnification); and

     (b)  may allow reasonable expenses to the extent authorized by, and subject
          to the provisions  of,  subsection  14A:3-5(6)  (relating to advancing
          expenses), if the court shall find that the Corporate Agent has by his
          pleadings or during the course of the proceeding raised genuine issues
          of fact or law.


     Application for such indemnification may be made:

     (a)  in the civil action in which the  expenses  were or are to be incurred
          or other amounts were or are to be paid; or

     (b)  to the Superior Court in a separate proceeding.  If the application is
          for indemnification  arising out of a civil action, it shall set forth
          reasonable  cause for the failure to make  application for such

                                      R-5

<PAGE>

          relief in the action or  proceeding  in which the expenses were or are
          to be incurred or other amounts were or are to be paid.


     Section 14A:3-5(7) of the Act further stipulates that the application shall
set forth the disposition of any previous  application for  indemnification  and
shall be made in such manner and form as may be required by the applicable rules
of court or, in the absence  thereof,  by  direction of the court to which it is
made. Such  application  shall be upon notice to the  Registrant.  The court may
also direct that notice shall be given at the expense of the  Registrant  to the
shareholders and other such persons as it may designate in such manner as it may
require.

     Finally,  Section 14A:3-5(8) of the Act states that the indemnification and
advancement  of expenses  provided  by or granted  pursuant to the Act shall not
exclude  any  other  rights,  including  the  right  to be  indemnified  against
liabilities  and  expenses  incurred  in  proceedings  by or in the right of the
Registrant,  to which a Corporate  Agent may be entitled  under a certificate of
incorporation,  bylaw, agreement, vote of shareholders,  or otherwise;  provided
that no indemnification shall be made to or on behalf of a Corporate Agent, if a
judgment or other final adjudication  adverse to the Corporate Agent establishes
that his acts or omissions were:

     (a)  in  breach  of  his  duty  of  loyalty  to  the   Registrant   or  its
          shareholders,

     (b)  not in good faith or involved a knowing violation of law, or

     (c)  resulted in receipt by the  Corporate  Agent of an  improper  personal
          benefit.


     Section 14A:3-5(9) of the Act (relating to the power to purchase insurance)
specifies  that the  Registrant  shall have the power to purchase  and  maintain
insurance on behalf of any Corporate Agent against any expenses  incurred in any
proceeding and any  liabilities  asserted  against him by reason of his being or
having  been a Corporate  Agent,  whether or not the  Registrant  would have the
power  to  indemnify  him  against  such  expenses  and  liabilities  under  the
provisions of the Act. The Registrant may purchase such insurance  from, or such
insurance  may be  reinsured  in  whole or in part by,  an  insurer  owned by or
otherwise  affiliated  with the  Registrant  whether  or not such  insurer  does
business with other insureds.

     Section  14A:3-5(10)  of the Act states that the powers  granted by the Act
may be exercised by the Registrant, notwithstanding the absence of any provision
in its certificate of incorporation  or bylaws  authorizing the exercise of such
powers.  However,  except as  required by  subsection  14A:3-5(4)  (relating  to
mandatory  indemnification),  no  indemnification  shall  be  made  or  expenses
advanced by the Registrant, and none shall be ordered by a court, if such action
would be inconsistent  with a provision of the certificate of  incorporation,  a
bylaw,  a  resolution  of the  board of  directors  or of the  shareholders,  an
agreement or other proper corporate action, in effect at the time of the accrual
of the alleged  cause of action  asserted in the  proceeding,  which  prohibits,
limits or otherwise  conditions  the exercise of  indemnification  powers by the
Registrant or the rights of  indemnification  to which a Corporate  Agent may be
entitled.

     The Act however,  does not limit the Registrant's power to pay or reimburse
expenses  incurred by a Corporate Agent in connection with the Corporate Agent's
appearance as a witness in a proceeding  at a time when the Corporate  Agent has
not been made a party to the proceeding.

     In  addition,  section  14A:6-1  of  the  Act  (relating  to the  Board  of
Directors)   declares  that  unless  otherwise  provided  by  statute  or  in  a
corporation's  certificate  of  incorporation,  the  business and affairs of the
Registrant shall be managed by or under the direction of its board. Furthermore,
in  discharging  his  duties  to the  Registrant  and  in  determining  what  he
reasonably  believes to be in the best  interest of the  Registrant,  a director
may,  in  addition to  considering  the  effects of any action on  shareholders,
consider any of the following:

     (a)  the effects of the action on the  Registrant's  employees,  suppliers,
          creditors and customers;

     (b)  the  effects of the action on the  community  in which the  Registrant
          operates; and

                                      R-6

<PAGE>

     (c)  the long term as well as the  short-term  interests of the  Registrant
          and its  shareholders,  including the possibility that these interests
          may best be served by the continued independence of the Registrant.


     Section  14A:6-1 of the Act also states that if on the basis of the factors
above,  the board of directors  determines that any proposal or offer to acquire
the Registrant is not in the best interest of the Registrant, it may reject such
proposal  or offer.  If the board of  directors  determines  to reject  any such
proposal  or  offer,  the  board  of  directors  shall  have  no  obligation  to
facilitate,  remove any barriers  to, or refrain  from  impeding the proposal or
offer.

     Section  14A:6-14 of the Act (relating to liability of directors;  reliance
on records and  reports)  states  that  directors  and members of any  committee
designated by the board shall discharge their duties in good faith and with that
degree of  diligence,  care and skill  which  ordinarily  prudent  people  would
exercise under similar circumstances in like positions.

     In  discharging  their  duties,  directors  and  members  of any  committee
designated by the board shall not be liable if, acting in good faith, they rely

     (a)  upon the opinion of counsel for the corporation;

     (b)  upon written  reports  setting forth  financial  data  concerning  the
          Registrant  and  prepared  by  an  independent  public  accountant  or
          certified public accountant or firm of such accountants;

     (c)  upon  financial  statements,  books  of  account  or  reports  of  the
          Registrant  represented  to them to be correct by the  president,  the
          officer of the  Registrant  having charge of its books of account,  or
          the person presiding at a meeting of the board; or

     (d)  upon written reports of committees of the board.


     Article V of the  Registrant's  by-laws  provides that the Registrant shall
indemnify,  to the full extent authorized by law, any person made, or threatened
to be  made,  a party to an  action  or  proceeding,  whether  criminal,  civil,
administrative or investigative,  by reason of the fact that he, his testator or
intestate, is or was a director, officer or employee of the Registrant or served
or serves any other enterprise at the request of the Registrant.

     Insofar as indemnification  for liabilities  arising under the 1933 Act 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 SEC, such  indemnification is against public
policy as expressed  in the 1933 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 of
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by a director,  officer or controlling person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the manner 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 1933 Act and
will be governed by the final adjudication of such issue.


Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


                                      R-7
<PAGE>


Item 8. EXHIBITS

     The Vista Bancorp,  Inc. 1998 Stock Compensation Plan is not subject to the
requirements of the Employee Retirement Insurance Security Act of 1974.

 Exhibit Number Referred to
in Item 601 of Regulation S-K         Description of Exhibit
-----------------------------         ----------------------

           4                    Vista Bancorp, Inc. 1998 Stock
                                Compensation Plan.
           5                    Opinion   of   Saul,   Ewing,
                                Remick  & Saul  LLP,  Special
                                Counsel to the Registrant, as
                                to the legality of the shares
                                of  the  Registrant's   stock
                                being registered.
           15                   Not Applicable.
           23                   Consent of Saul, Ewing, Remick & Saul LLP,
                                Special Counsel to the Registrant.
           24                   Power of Attorney given by the Officers and 
                                Directors of the Registrant.
           99                   Not applicable.


Item 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (a)(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
               1933 Act;

          (ii) To reflect in the  prospectus  any facts 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;

          (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) above do not
apply if the information  required to be included in a post-effective  amendment
by these  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
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
this offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, 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 this 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.


                                      R-8
<PAGE>



     (h) Insofar as indemnification  for liabilities  arising under the 1933 Act
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 SEC such  indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.




                                      R-9
<PAGE>


                                   SIGNATURES


     The Registrant: Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 City of Phillipsburg,  State of New Jersey, on June 19,
1998.


                                        VISTA BANCORP, INC.



                                        By: /s/ Barbara Harding               
                                            ------------------------------------
                                            Barbara Harding, President and
                                            Chief Executive Officer



     The 1998 Plan:  Pursuant to the requirements of the Securities Act of 1933,
the  Compensation  Committee has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Phillipsburg, State of New Jersey, on June 19, 1998.

                                        VISTA BANCORP, INC.
                                            1998 STOCK COMPENSATION PLAN


                                        By: /s/ Harold J. Curry, Chairperson  
                                            ------------------------------------
                                            Harold J. Curry, Chairperson


                                        By: /s/ Richard A. Cline              
                                            ------------------------------------
                                            Richard A. Cline


                                        By: /s/ Dale F. Falcinelli            
                                            ------------------------------------
                                            Dale F. Falcinelli


                                        By: /s/ James T. Finegan, Jr.         
                                            ------------------------------------
                                            James T. Finegan, Jr.


                                        By: /s/ Barry L. Hajdu                
                                            ------------------------------------
                                            Barry L. Hajdu


                                        By: /s/ Mark A. Reda                  
                                            ------------------------------------
                                            Mark A. Reda


                                        By: /s/ J. Marshall Wolff             
                                            ------------------------------------
                                            J. Marshall Wolff




                                      R-10
<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Barbara Harding and William F. Keefe, and each of
them, his or her true and lawful  attorneys-in-fact  and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and  stead,  in any and  all  capacities  (including  his or her  capacity  as a
director or officer of Vista Bancorp, Inc., as the case may be), to sign any and
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 SEC, granting unto such 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 and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that such  attorneys-in-fact  and
agents or any of them,  or their,  his, or her  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this  Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

Signature                            Title                           Date
---------                            -----                           ----

/s/ Richard A. Cline                Director                      June 19, 1998
-------------------------
Richard A. Cline


/s/ Harold J. Curry                 Director                      June 19, 1998
-------------------------
Harold J. Curry


/s/ Dale F. Falcinelli              Director                      June 19, 1998
-------------------------
Dale F. Falcinelli


/s/ James T. Finegan, Jr.           Director                      June 19, 1998
-------------------------
James T. Finegan, Jr.


/s/ Barry L. Hajdu                  Director                      June 19, 1998
-------------------------
Barry L. Hajdu


/s/ Barbara Harding          President and Director               June 19, 1998
-------------------------   (Chief Executive Officer)
Barbara Harding             


/s/ David L. Hensley        Executive Vice President              June 19, 1998
-------------------------         and Director
David L. Hensley            


/s/ William F. Keefe        Executive Vice President and          June 19, 1998
------------------------       Chief Financial Officer        
William F. Keefe                (Chief Financial and  
                                 Accounting Officer)                
                                            



                                      R-11
<PAGE>



/s/ Mark A. Reda                    Director                      June 19, 1998
-------------------------
Mark A. Reda


/s/ Marc S. Winkler         Executive Vice President              June 19, 1998
-------------------------         and Director
Marc S. Winkler             


/s/ J. Marshall Wolff               Director                      June 19, 1998
-------------------------
J. Marshall Wolff




                                      R-12
<PAGE>


                                INDEX TO EXHIBITS


Item Number   Description                                                   Page
-----------   -----------                                                   ----

     4        Vista Bancorp, Inc. 1998 Stock Compensation Plan.............  S-1
           
     5        Opinion of Saul, Ewing, Remick & Saul LLP, Special Counsel
              to the Registrant, as to the legality of the shares
              of the Registrant's  common stock being registered ..........  S-9
           
    23        Consent of Saul, Ewing, Remick & Saul LLP, Special
              Counsel to Registrant, as set forth in Exhibit 5............. S-11
           
    24        Power of Attorney Given by the Officers and Directors
              of the Registrant, as set forth on Page R-11................. S-12
           
        



                                      R-13
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 78523}]
{"company-data": {"conformed-name": "VISTA BANCORP INC", "cik": "0000831979", "assigned-sic": "6021", "irs-number": "222870972", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59987", "film-number": "98672145"}, "business-address": {"street1": "305 ROSEBERRY ST", "street2": "P O BOX 5360", "city": "PHILLIPSBURG", "state": "NJ", "zip": "08865", "phone": "9088599500"}, "mail-address": {"street1": "305 ROSEBERRY STREET", "street2": "PO BOX 5360", "city": "PHILLIPSBURG", "state": "NJ", "zip": "08865-5360"}}
As filed with the Securities and Exchange Commission on July 28, 1998
                                                   Registration No. 333-________

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

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

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

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

         New Jersey                                              22-2870972
(State or other jurisdiction of                              (I.R.S. Employer
incorporation of organization)                               Identification No.)

                       305 Roseberry Street, P.O. Box 5360
                         Phillipsburg, New Jersey 08865
                            Telephone: (908) 859-9500
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

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

                Vista Bancorp, Inc. 1998 Stock Compensation Plan
                            (Full title of the Plan)

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

             BARBARA HARDING, PRESIDENT and CHIEF EXECUTIVE OFFICER
                               VISTA BANCORP, INC.
                       305 Roseberry Street, P.O. Box 5360
                         Phillipsburg, New Jersey 08865
                            Telephone: (908) 859-9500
                (Name, address, including ZIP code, and telephone
               number, including area code, of agent for service)

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

                                 With a Copy To:
                             JOHN B. LAMPI, ESQUIRE
                         SAUL, EWING, REMICK & SAUL LLP
                          Penn National Insurance Tower
                        2 North Second Street, 7th Floor
                         Harrisburg, Pennsylvania 17101
                            Telephone: (717) 257-7553

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

                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum           Proposed maximum
 Title of securities to be          Amount to be        offering price per share      aggregate offering      Amount of registration
        registered                  registered                  (1)                       price (1)                  fee (1)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value         100,000 shares               $21.69                   $2,169,000               $639.86
      $.50 per share
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated in accordance  with Rule 457(h) and based upon the average of the
     high and low prices reported on The NASDAQ Stock Market of the Registrant's
     common stock as of July 23, 1998.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

                      Index to Exhibits Found on Pages R-13
PROSPECTUS

                                 100,000 Shares

                               VISTA BANCORP, INC.
                       305 Roseberry Street, P.O. Box 5360
                         Phillipsburg, New Jersey 08865

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

                               VISTA BANCORP, INC.
                          1998 STOCK COMPENSATION PLAN

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

                          Common Stock, Par Value $.50
                                    Per Share
       ------------------------------------------------------------------

     This Prospectus  relates to 100,000 shares of Common Stock,  par value $.50
per share ("Common Stock"), of Vista Bancorp, Inc. ("Vista"),  issuable pursuant
to options that may be granted to employees of Vista and its subsidiaries  under
Vista's 1998 Stock Compensation Plan (the "1998 Plan").

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

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
             BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), NOR
                HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY
                  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

               THE SHARES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS
                 OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
                 FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC")
                        OR ANY OTHER GOVERNMENTAL AGENCY.

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

                  The date of this Prospectus is July 28, 1998.
NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY VISTA.  THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION  OF AN OFFER TO BUY ANY  SECURITIES  OTHER THAN THE  SECURITIES  TO
WHICH THIS  PROSPECTUS  RELATES OR AN OFFER TO OR  SOLICITATION OF ANY PERSON IN
ANY  JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION  WOULD BE UNLAWFUL.  THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT  INFORMATION  HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

AVAILABLE INFORMATION ......................................................  1

VISTA ......................................................................  2

1998 PLAN INFORMATION ......................................................  2

     GENERAL INFORMATION ...................................................  2

     SECURITIES TO BE OFFERED ..............................................  3

     PERSONS WHO MAY PARTICIPATE IN THE 1998 PLAN ..........................  3

     PURCHASE OF SECURITIES PURSUANT TO THE 1998 PLAN AND
         PAYMENT FOR SECURITIES OFFERED ....................................  3

     RESALE RESTRICTIONS ...................................................  4

     TAX EFFECTS OF PARTICIPATION IN THE 1998 PLAN .........................  4

     WITHDRAWAL FROM THE 1998 PLAN; ASSIGNMENT OF INTEREST .................  5

     VISTA INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION ................  6

LEGAL OPINION ..............................................................  7
AVAILABLE INFORMATION

     Vista  is  subject  to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and,  accordingly,  files
reports,  proxy  statements  and other  information  with the SEC. Such reports,
proxy  statements  and other  information  filed with the SEC are  available for
inspection and copying at the public reference facilities  maintained by the SEC
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
and at the SEC's Regional Offices located at Citicorp  Center,  500 West Madison
Street,  Suite 1400,  Chicago,  Illinois  60661 and at Seven World Trade Center,
Suite 1300,  New York,  New York  10048.  Copies of such  documents  may also be
obtained from the Public  Reference  Section of the SEC at Judiciary  Plaza, 450
Fifth Street,  N.W.,  Washington,  D.C. 20549, at prescribed rates. In addition,
copies of such documents may be obtained  through the SEC's Internet  address at
http://www.sec.gov.  The Common Stock is authorized  for quotation on the Nasdaq
National Market and, accordingly,  such materials and other information can also
be inspected at the offices of the National  Association of Securities  Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.

     Vista has filed with the SEC under the  Securities  Act of 1933, as amended
(including  the rules and  regulations  thereunder,  the  "Securities  Act"),  a
Registration  Statement on Form S-8 (No.  333-______)  (including all amendments
and  exhibits  thereto,  the  "Registration  Statement")  with  respect  to  the
securities  offered  hereby.  This  Prospectus  does  not  contain  all  of  the
information set forth in the Registration Statement,  certain parts of which are
omitted  in  accordance   with  the  rules  and  regulations  of  the  SEC.  The
Registration  Statement,  including  any  amendments  and exhibits  thereto,  is
available for inspection and copying as set forth above. Statements contained in
this  Prospectus  as to the contents of any  contract or other  document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other  document filed as an exhibit to the  Registration  Statement,
each such statement being qualified in all respects by such reference.

     Vista will furnish to its shareholders  annual reports  containing  audited
financial statements and will make available copies of quarterly reports for the
first three quarters of each fiscal year containing  unaudited interim financial
information.
VISTA

     Vista is a New Jersey business corporation, incorporated on March 15, 1988,
and is a bank holding  company,  registered  with and supervised by the Board of
Governors of the Federal Reserve System ("Federal Reserve Board"). Vista has two
(2) wholly-owned  subsidiary  banks,  The  Phillipsburg  National Bank and Trust
Company  ("Phillipsburg  National  Bank") and Twin Rivers  Community Bank ("Twin
Rivers").  These two banks are hereinafter collectively referred to as the "Bank
Subsidiaries."  The deposits of the Bank  Subsidiaries are generally  insured by
the Federal Deposit Insurance Corporation ("FDIC") under the Bank Insurance Fund
("BIF"), although Phillipsburg National Bank has acquired some so-called "Oakar"
deposits  which  are  insured  under  the  Savings  Association  Insurance  Fund
("SAIF").

     Vista provides a full range of retail and commercial  banking  services for
consumers  and small to medium  size  businesses.  Lending  is  concentrated  in
commercial,  consumer and real estate loans to local borrowers.  Vista's lending
and investing activities are funded principally by deposits gathered through its
retail branch office  network.  Vista's  retail  approach is that of a community
bank -- development of long-term customer  relationships,  personalized service,
convenient  locations,  free checking for customers  maintaining certain minimum
balances and convenient hours of operation.

     Vista's  growth  strategy is centered  on the  further  development  of its
community-based  retail banking  network along the Interstate 78 corridor in the
counties  of  Warren  and  Hunterdon  in  New  Jersey  and in  the  counties  of
Northampton and Lehigh in Pennsylvania,  with the extension of its market to the
East in New Jersey and to the West in  Pennsylvania.  This  retail  approach  to
banking  has  resulted  in the  growth of demand  and  savings  deposits  due to
convenience and service.  The objective of this strategy is to take advantage of
the expected  long-term  economic growth along the Interstate 78 corridor in New
Jersey and Pennsylvania.

     Vista's and Phillipsburg  National Bank's principal  executive  offices are
currently located at 305 Roseberry Street,  Post Office Box 5360,  Phillipsburg,
New Jersey  08865.  Phillipsburg  National  Bank's main office is located at 115
South Main  Street,  Phillipsburg,  New Jersey  08865.  Vista has an  operations
center  located  at  291  Pickford  Avenue,  Phillipsburg,   New  Jersey  08865.
Phillipsburg National Bank has, in addition, an administrative and consumer loan
center located at 305 Roseberry Street, Post Office Box 5360, Phillipsburg,  New
Jersey and nine (9)  branch  offices  located  throughout  Warren and  Hunterdon
Counties,  New Jersey.  Twin Rivers' main office is located at 2925 William Penn
Highway, Easton, Pennsylvania 18045, and has three (3) branch offices located in
the Easton and Bethlehem areas of Pennsylvania.

     As of March 31,  1998,  Vista had  forty-five  (45)  full-time  and one (1)
part-time  employees.  These  employees  are in the following  areas:  corporate
security/disaster  recovery,  compliance,  accounting,  audit, loan review, data
processing  and  bookkeeping.  The Bank  Subsidiaries  reimburse  Vista  for the
respective  services  performed  by  these  employees.  Vista  does not own real
property.  However,  Vista  does  pay the  rent for the  premises  in which  the
operations  center is located.  The operations center is the location where most
of Vista's  employees  work.  Vista is not a party to any collective  bargaining
agreement.

                              1998 PLAN INFORMATION

     A brief description of the 1998 Plan follows. The description  contained in
this  Prospectus  is not complete and is qualified in its entirety by the actual
terms of the 1998 Plan  which is  attached  as an  exhibit  to the  Registration
Statement,  and any amendments or interpretations thereof, to which reference is
made.

General Information

     The Vista Bancorp,  Inc. 1998 Stock Compensation Plan is intended to enable
Vista and any subsidiary of Vista to attract and retain capable officers and key
employees,  and to provide them with incentives to promote the best interests of
Vista and its  subsidiaries  through the grant of  Incentive  Stock  Options and
Nonqualified Stock Options (collectively, the "Options") to acquire Vista shares
of Common Stock.

                                       2
No Option may be granted under the 1998 Plan after  February 19, 2008.  The
1998 Plan may be  suspended,  discontinued  or amended  from time to time by the
Vista Board of Directors without shareholder approval, provided that approval by
the affirmative  vote of the holders of a majority of all shares of Common Stock
present  in  person  or  by  proxy  and  entitled  to  vote  at  a  duly  called
shareholders'  meeting  shall be required  to amend the 1998 Plan to  materially
increase the benefits accruing to participants under the 1998 Plan; increase the
number of shares  available  for  issuance  under the 1998 Plan (other than as a
result of adjustments made upon stock dividends,  stock splits and other changes
in the  capitalization of Vista);  modify the requirements as to eligibility for
participation  in the 1998 Plan; or increase the cost of the 1998 Plan to Vista.
No  amendment  or  discontinuation  of the 1998 Plan may  materially  impair the
rights of any holder of an outstanding  Option without the consent of the holder
of such Option.

     The 1998 Plan is not subject to any  provisions of the Employee  Retirement
Income Security Act of 1974 ("ERISA").

     The 1998 Plan is  administered by the  Compensation  Committee of the Vista
Board of Directors.  This committee consists of all non-employee  members of the
Vista Board of Directors.  This committee has authority to determine the persons
to whom Options will be granted, the number of shares of Common Stock covered by
such  Options  and,  subject  to the  terms  of the 1998  Plan,  the  terms  and
conditions thereof. This committee holds meetings at such times and places as it
may  determine.  A majority vote of this committee at which a quorum is present,
or acts  reduced to or  approved  in writing by a majority of the members of the
committee, are valid acts of this committee.

     The  interpretation  and construction by the Compensation  Committee of any
provisions  of the 1998  Plan or any  Options  granted  under  the 1998 Plan are
final.  No member of the Vista Board of  Directors  sitting on the  Compensation
Committee will be liable for any action or determination made in good faith with
respect to the 1998 Plan or any option granted under it.

     For additional information relating to the 1998 Plan, please contact:

        Jill A. Pursell, Assistant Vice President and Corporate Secretary
                               Vista Bancorp, Inc.
                       305 Roseberry Street, P.O. Box 5360
                       Phillipsburg, New Jersey 08865-5360
                            Telephone: (908) 859-9559

Securities To Be Offered

     100,000  shares of the Common Stock,  par value $0.50 per share,  have been
allocated  to the 1998 Plan for issuance by Vista at the exercise of the Options
granted under the 1998 Plan.

Persons Who May Participate In The 1998 Plan

     All officers and  full-time  employees  of Vista and its  subsidiaries  are
eligible to receive Options under the 1998 Plan.

Purchase Of  Securities  Pursuant  To The 1998 Plan And  Payment For  Securities
Offered

     The  option  price for each  share of  Common  Stock  covered  by an Option
granted under the 1998 Plan shall be fixed by the  Compensation  Committee,  but
shall not be less than the fair market  value of a share of Common  Stock on the
date such option is granted.  If available,  the fair market value of a share of
Common  Stock on a day shall be the mean between the closing bid and the closing
asked  price of a share of stock as reported  by the NASDAQ  National  Market or
such other entity as the Compensation Committee may select from time to time. If
no such bid and asked price is  available,  then the fair market  value shall be
the mean between the highest and lowest  selling prices quoted by such entity as
the Compensation Committee may select or, if no such prices are available,

                                       3
fair market value shall be determined using such other method as permitted under
the Internal Revenue Code and adopted by the Compensation Committee from time to
time.

     No Option  may be  granted  under the 1998 Plan after  February  19,  2008.
Options  shall be  exercisable  in such  installments  and on such  dates as the
Compensation  Committee may specify,  and no Option may have a term in excess of
ten years  from the date of grant.  An Option  generally  may only be  exercised
while the optionee remains an employee of Vista or any subsidiary  thereof,  but
may be exercised up to three months after a  termination  of  employment  due to
retirement or termination by Vista without cause,  or up to one year following a
termination of employment due to the death or disability of the optionee.

     In the case of an Incentive  Stock Option  granted to an individual  owning
more than 10% of the total  combined  voting power of all shares of Common Stock
of Vista or any subsidiary  thereof at the time of grant, the option price shall
be no less than  110% of the fair  market  value of the  shares  covered  by the
Incentive Stock Option on the date of grant, and the term of the Incentive Stock
Option shall not exceed five years from the date of grant.  The  aggregate  fair
market value,  determined as of the time of grant, of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by an optionee during any calendar year shall not exceed  $100,000.  Any Options
granted  to  an  optionee  in  excess  of  the  foregoing  limitation  shall  be
Nonqualified Stock Options.

Resale Restrictions

     During an  optionee's  lifetime,  an Option  may only be  exercised  by the
optionee,  or in the event of the  optionee's  legal  disability,  by his or her
legal  representatives.  No Option  granted  under  the Plan may be  transferred
except by will or by the laws of descent and distribution.

     The Compensation  Committee has discretion to impose additional  conditions
on the exercise of Options and may  restrict  the  transfer of shares  purchased
upon the exercise of Options.  In the event of a change in control of Vista,  as
defined in the Plan, all  outstanding  Options will become 100% vested,  and the
Compensation   Committee   shall  have  discretion  to  provide  an  accelerated
termination  date for Options  granted  under the Plan.  In the event of such an
accelerated  terminate date, each optionee will be entitled to receive an amount
equal to the  excess of the fair  market  value of the  shares  covered  by such
optionee's Options over the Option price of such Options. Such amount will be in
payable in cash, in property payable in the change in control transaction,  or a
combination thereof, as determined by the Compensation Committee.

     For a discussion  on the  required  holding  periods to  determine  federal
income tax rates,  see the caption below entitled "Tax Effects Of  Participation
In The 1998 Plan."

Tax Effects Of Participation In The 1998 Plan

     Incentive Stock Options

     There is no immediate federal income tax consequence to either the optionee
or Vista upon the grant of an Incentive Stock Option. The optionee will not have
to  recognize  any income upon the exercise of an Incentive  Stock  Option,  and
Vista  will not be  allowed  any  deduction,  as long as the  optionee  does not
dispose of the shares so acquired  (the "Option  Shares")  within two years from
the date the Incentive Stock Option was granted or within one year from the date
the  Option  Shares  were  transferred  to the  optionee  (the  "Holding  Period
Requirement"). Upon a sale of the Option Shares after meeting the Holding Period
Requirement,  the optionee will  recognize a capital gain (or loss)  measured by
the excess (or  deficit) of the amount  realized  from such sale over the option
price of such Option  Shares,  but no  deduction  will be allowed to Vista.  Any
capital  gain  recognized  by an optionee  from a sale of Option  Shares will be
taxed at a maximum  rate of 20% if the Option  Shares were held for more than 18
months,  or a maximum  rate of 28%, if the Option  Shares were held for at least
one year, but not more than 18 months.

     If an  optionee  disposes  of  Option  shares  before  the  Holding  Period
Requirement  is satisfied,  the optionee will recognize  ordinary  income in the
year of disposition, and Vista will be entitled to a corresponding deduction, in
an amount  equal to the lesser of (a) the excess of the fair market value of the
Option Shares on the date of exercise over the option price of the Option Shares
or (b) the excess of the amount realized from such  disposition  over the 

                                       4
option  price of the Option  Shares.  Where  Option  Shares are sold  before the
Holding  Period  Requirement  is satisfied,  the optionee will also  recognize a
short-term  capital  gain to the  extent  that  the  amount  realized  from  the
disposition  of the Option  Shares  exceeded the fair market value of the Option
Shares on the date of exercise.

     An optionee may, under certain circumstances,  be permitted to pay all or a
portion of the option price of an Incentive  Stock Option by  delivering  Common
Stock of Vista.  If the Common Stock  delivered by an optionee as payment of the
Option price was acquired  through a prior exercise of an Incentive Stock Option
or an Option  granted under an employee  stock purchase plan, and if the holding
period  requirements  applicable to such Common Stock have not yet been met, the
delivery  of such Common  Stock to Vista  could be treated as a taxable  sale or
disposition of such stock.  In general,  where an optionee pays the Option price
of an Incentive Stock Option by delivering  Common Stock of Vista,  the optionee
will have a zero tax basis in the Option  Shares  received that are in excess of
the number of shares of Common Stock  delivered in payment of the option  price.
Optionees  should consult their personal tax advisors  before using Common Stock
of Vista to pay all or a portion of the Option price of an Option  granted under
the Plan.

     For  alternative  minimum tax purposes,  regardless of whether the optionee
satisfies the Holding Period Requirement, the excess of the fair market value of
the Option  Shares on the exercise date over the Option price will be treated as
a positive  adjustment to the optionee's  alternative minimum taxable income for
the year the  Incentive  Stock  Option is  exercised.  If the Option  Shares are
disposed of in the year the Incentive Stock Option was exercised,  however,  the
positive adjustment taken into account for alternative minimum tax purposes will
not exceed the gain realized on such sale. Exercise of an Incentive Stock Option
may thus result in liability for alternative minimum tax.

     Nonqualified Stock Options

     There is no federal income tax  consequence to either the optionee or Vista
upon  the  grant  of  a  Nonqualified  Stock  Option.  Upon  the  exercise  of a
Nonqualified  Stock Option,  the optionee will recognize  ordinary  compensation
income in an amount  equal to the excess of the fair market  value of the Option
Shares so purchased  on the date of exercise  over the Option  price,  and Vista
will be  entitled  to a federal  income tax  deduction  of the same  amount.  An
optionee's  tax basis in Option Shares  acquired upon exercise of a Nonqualified
Stock Option will equal the fair market value of such Option  Shares on the date
of exercise, and any subsequent gain or loss from the sale of such Option Shares
will be a short-term, mid-term or long-term capital gain or loss, depending upon
the holding period of such Option Shares.

     If an optionee  pays the Option  price of a  Nonqualified  Stock  Option by
surrendering  shares of Common Stock of Vista held by the optionee  then, to the
extent the Option Shares  received upon exercise of the Option do not exceed the
number of shares  delivered,  the optionee  will be treated as making a tax-free
exchange  of stock and the new  Option  Shares  received  will have the same tax
basis and holding period as the shares given up. In such case, the optionee will
recognize  ordinary  compensation  income in an amount  equal to the fair market
value of the Option Shares received in excess of the shares delivered in payment
of the option price. The basis of such additional Option Shares will equal their
fair market value on the date the Option was exercised.

Withdrawal From The 1998 Plan; Assignment Of Interest

     Termination of Optionee's Employment

     If an  optionee's  employment  with  Vista  or any of its  subsidiaries  is
terminated  for any  reason,  without  "Cause,"  other  than by reason of death,
disability,  or retirement  (as described  below) prior to the expiration of the
original  term  of his or her  Option  ("Expiration  Date")  such  Option  shall
terminate  three months after such  termination  of  employment.  An  optionee's
employment  relationship  shall be  considered  as  continuing  intact while the
optionee  is on  military  leave,  sick  leave,  bona fide  leave of  absence in
accordance with general  corporate  policies,  federal or state family leave, or
other leave if the period of such leave does not exceed three months, unless the
optionee's  right to  reemployment  with  Vista or any of its  subsidiaries,  is
guaranteed  either by statute or contract.  In the event of any  termination for
"Cause,"  any  and all  Options  that  have  not yet  become  exercisable  shall
immediately terminate, except as required otherwise under any state statutes.

                                       5
Death of Optionee

     If an  optionee's  employment is terminated by reason of his death prior to
the  Expiration  Date of his  Option,  or if an  optionee  whose  employment  is
terminated as a result of retirement  or disability  (as described  below) shall
die  following  the  optionee's  termination  of  employment  but  prior  to the
Expiration  Date of any  Option or  expiration  of the period  determined  under
disability  or  retirement,  if  earlier,  such Option may be  exercised  by the
optionee's estate, personal representative or beneficiary who acquired the right
to exercise such Option by bequest or  inheritance  or by reason of the death of
the  optionee,  to the extent of the number of shares with  respect to which the
optionee could have exercised it on the date of the optionee's  death, or to any
greater extent permitted by the Compensation Committee, at any time prior to the
earlier of: (i) one year following the date of the optionee's death; or (ii) the
Expiration  Date  of such  Option  (which,  in the  case of  death  following  a
termination of employment pursuant to disability or retirement,  shall be deemed
to mean the expiration of the exercise period determined thereunder.)

     Disability of Optionee

     If an  optionee  shall  become  disabled  (within  the  meaning  of section
22(e)(3) of the Internal  Revenue Code) during the  optionee's  employment  with
Vista or any of its  subsidiaries,  and the optionee's  employment with Vista or
any of its  subsidiaries is terminated as a consequence of such disability prior
to the Expiration Date of his or her Option,  any Option may be exercised by the
optionee,  to the  extent  of the  number of shares  with  respect  to which the
optionee could have exercised  under the Option on the date of such  termination
of employment, or to any greater extent permitted by the Compensation Committee,
at any time  prior to the  earlier  of: (i) one year  following  the date of the
optionee's  termination  of  employment;  or (ii)  the  Expiration  Date of such
Option. In the event of the optionee's legal  disability,  such Option may be so
exercised by the optionee's legal representative.

     Retirement of Optionee

     If an optionee retires in accordance with the retirement policy of Vista or
any of its  subsidiaries,  or otherwise  retires with the express consent of the
Compensation Committee after age 55, and the optionee's employment with Vista or
any of its  subsidiaries is terminated as a consequence of such retirement prior
to the Expiration Date of the optionee's Option, such Option may be exercised by
the  optionee,  to the extent of the number of shares with  respect to which the
optionee could have exercised it on the date of the optionee's retirement, or to
any greater extent permitted by the Compensation Committee, at any time prior to
the  earlier  of: (i) three  months  after the date of  retirement;  or (ii) the
Expiration Date of such Option.

     Transferability

     No Option shall be assignable or transferable by an optionee otherwise than
by will or by the laws of descent and  distribution,  and during the lifetime of
the optionee,  the Option shall be exercisable  only by the optionee,  or in the
event of the optionee's legal disability, by his legal representatives.

Vista Information And Employee Plan Annual Information

     Vista hereby  incorporates  by reference in this  Prospectus  the documents
listed  below and hereby  further  states that all such  documents  subsequently
filed by it pursuant to Section 13(a),  13(c), 14 and 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Prospectus  and to be part thereof from the date of filing of
such documents:

     (a)  Vista's  latest annual report filed pursuant to Section 13 or 15(d) of
          the  Exchange  Act or the latest  prospectus  filed  pursuant  to Rule
          424(b) under the 1933 Act which contains audited financial  statements
          for Vista's  latest  fiscal year for which such  statements  have been
          filed or Vista's effective registration statement on Form 10.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act  since  the  end  of  the  fiscal  year  covered  by the
          registrant document referred to in (a) above.

                                       6
Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

     Any  person to whom a copy of this  Prospectus  is  delivered  may  obtain,
without  charge,  upon written or oral  request,  a copy of any of the documents
incorporated  by reference  herein,  except for the  exhibits to such  document,
unless such exhibits are specifically incorporated by reference herein. Requests
should be directed to:

        Jill A. Pursell, Assistant Vice President and Corporate Secretary
                               Vista Bancorp, Inc.
                       305 Roseberry Street, P.O. Box 5360
                       Phillipsburg, New Jersey 08865-5360
                            Telephone: (908) 859-9559

                                  LEGAL OPINION

     The validity of the Common Stock offered, pursuant to the terms of the 1998
Plan,  will be passed  upon for Vista by Saul,  Ewing,  Remick & Saul LLP,  Penn
National  Insurance  Tower,  2  North  Second  Street,  7th  Floor,  Harrisburg,
Pennsylvania 17101.

                                       7
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Registrant  hereby  incorporates  by  reference  in this  registration
statement the  documents  listed below and hereby  further  states that all such
documents  subsequently  filed by it pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which  deregisters  all such  securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be part thereof from the date of filing of such documents.

     (a)  The Registrant's  latest annual report filed pursuant to Section 13 or
          15(d) of the Exchange Act or the latest  prospectus  filed pursuant to
          Rule  424(b)  under  the 1933 Act  which  contains  audited  financial
          statements  for the  Registrant's  latest  fiscal  year for which such
          statements have been filed or the Registrant's  effective registration
          statement on Form 10.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act  since  the  end  of  the  fiscal  year  covered  by the
          registrant document referred to in (a) above.

Item 4.  DESCRIPTION OF SECURITIES

     A. DESCRIPTION OF COMMON STOCK

     The  Registrant is authorized to issue  10,000,000  shares of Common Stock,
par value $0.50 per share, of which  approximately  4,186,680 shares are issued;
7,302 are held as treasury  shares;  and 4,179,378  shares are outstanding as of
March 31, 1998. The remaining 5,813,320 authorized but unissued shares of Common
Stock  may be  issued  by the Board of  Directors  without  further  shareholder
approval,  subject  to  preemptive  rights  of  shareholders.  The  Registrant's
shareholders are entitled to one vote per share on all matters presented to them
and have cumulative voting rights in the election of directors.

     Cumulative  voting  rights with respect to the election of directors  means
that each  shareholder  has the right,  in person or by proxy,  to multiply  the
number of votes to which he or she is entitled by the number of  directors to be
elected  and to cast  the  whole  number  of such  votes  for one  candidate  or
distribute them among two or more candidates.

     A shareholder has a preemptive  right to subscribe for  securities,  option
rights or securities  having option rights,  issued for cash by the  Registrant.
Securities  (or any option  rights or  securities  having  conversion  or option
rights with respect to such  securities)  that have been offered to shareholders
at a price and upon terms  fixed and that have not been  subscribed  for by them
within the time fixed by the Board of Directors, may be thereafter offered for a
period not to exceed one year after the  expiration  of such time  period to any
person or  persons at a price and upon  terms not more  favorable  than those at
which the shares were first offered to the shareholders of the Registrant.

     The Common Stock has no redemption or repurchase provisions. The Shares are
non-assessable  and require no sinking  fund.  Each  shareholder  is entitled to
receive  dividends  that may be declared by the Board of Directors  and to share
pro rata in the event of dissolution or liquidation.

     In some  jurisdictions,  shares  of  Common  Stock  of a  general  business
corporation,  such as the Registrant,  may be treated differently from shares of
stock of a bank and trust  company,  and  therefore,  may be subject to personal
property taxation.

                                      R-1
B. ANTI-TAKEOVER PROVISIONS

     The Amended  Certificate  of  Incorporation  and by-laws of the  Registrant
contain certain  provisions which may be deemed to be  "anti-takeover" in nature
in that  such  provisions  may  deter,  discourage  or make more  difficult  the
assumption of control of the Registrant by another corporation or person through
a tender  offer,  merger,  proxy  contest  or similar  transaction  or series of
transactions.

     One of these provisions is the authorization of 10,000,000 shares of Common
Stock.  These  additional  common  shares  were  authorized  for the  purpose of
providing the Board of Directors of the Registrant  with as much  flexibility as
possible in issuing additional shares for proper corporate  purposes,  including
financing,  acquisitions,  stock  dividends,  stock splits,  employee  incentive
plans, and other similar purposes.  However, these additional shares may also be
used  by  the   Board  of   Directors   (if   consistent   with  its   fiduciary
responsibilities)  to deter future attempts to gain control over the Registrant.
Shareholders of the Registrant  will have preemptive  rights with respect to the
purchase of these shares.

     Provision  for a  staggered  Board of  Directors  has been  included in the
Registrant's  Amended  Certificate of  Incorporation.  The Board believes that a
classified  Board will help to assure  continuity  and  stability  of  corporate
leadership and policy,  although there has not been any problem with  continuity
on the Board of  Directors.  In addition,  the Board  believes that a classified
Board  helps to  moderate  the pace of any  change  in  control  of the Board of
Directors by extending the time required to elect a majority of the directors to
at least two successive annual meetings. Since this extension of time also tends
to discourage a tender offer or takeover bid, and to make it more  difficult for
a majority of  shareholders  to change the composition of the Board of Directors
even though this may be considered  desirable for them,  this provision may also
be deemed to be "anti-takeover" in nature.

     Article 9 of the Registrant's Amended Certificate of Incorporation  enables
the Board to oppose a tender offer on the basis of factors  other than  economic
benefit to  shareholders,  such as: the impact the acquisition of the Registrant
would have on the community;  the effect of the acquisition  upon  shareholders,
employees,  depositors and customers,  and the reputation and business practices
of the tender offeror.  This provision was included in the Registrant's  Amended
Certificate of  Incorporation  to permit the Board of Directors to recognize its
responsibilities  to these  constituent  groups and to the Registrant,  the Bank
Subsidiaries and the communities which they serve.

     Another provision of the Registrant's  Amended Certificate of Incorporation
provides that any merger,  consolidation,  sale of assets or similar transaction
requires  the  affirmative  vote of: (1) the holders of 75% of the  Registrant's
outstanding  stock,  or  (ii)  the  holders  of  66  2/3%  of  the  Registrant's
outstanding  stock,  provided  that  such  transaction  has  received  the prior
approval  of 80% of the  entire  Board of  Directors.  The New  Jersey  Business
Corporation Act (the "Act") provides that,  unless  otherwise  prescribed in the
corporation's  certificate  of  incorporation,  such  transactions  require  the
approval of a majority of the  outstanding  shares.  Without this greater voting
requirement, the Registrant believes that the shareholders would be inadequately
protected from the potential abuses of unsolicited takeover attempts.

     Article 10 of the Registrant's  Amended Certificate of Incorporation,  also
regarding business combinations,  includes a "fair price" provision.  Under this
provision no merger,  consolidation,  or liquidation of the Registrant  would be
valid unless all shareholders  receive the same price for their stock. The Board
of Directors  has observed  that it has become a relatively  common  practice in
corporate  takeovers to pay cash to acquire a  controlling  equity  interest and
then to pay the remaining  shareholders  a price for their shares which is lower
than  the  price  paid  to  acquire  control  or is a  less  desirable  form  of
consideration,  as the  case may be.  This  provision  is  designed  to  protect
minority  shareholders from a purchaser who uses a two-tiered  pricing tactic in
an attempt to take control of the  Registrant.  The provision is not designed to
prevent or discourage tender offers for the Registrant in which all shareholders
receive substantially the same price for their shares.

     The Act provides  that the  certificate  of  incorporation  of a New Jersey
corporation (such as the Registrant) may be amended by the affirmative vote of a
majority  of the  outstanding  voting  stock  of  such  corporation,  except  as
otherwise  provided by such  corporation's  certificate  of  incorporation.  The
Registrant's  Amended  Certificate  of  Incorporation,  however,  provides  that
certain  provisions  designed  to  protect  the  Registrant  from an  unfriendly
takeover  attempt  can only be amended by an  affirmative  vote of holders of at
least 75% of the outstanding  voting stock of the Registrant  unless approved by
the  affirmative  vote of 80% of the entire  Board of  Directors,  in which

                                      R-2
case approval by only 66 2/3% of the  outstanding  voting stock is required.  On
other matters, the Amended Certificate of Incorporation of the Registrant can be
amended by an  affirmative  vote of the  holders of a  majority  of  outstanding
voting  stock.  The  Registrant  believes  that  this  procedural  provision  is
essential to preserve the  substantive  provisions of the  Registrant's  Amended
Certificate of Incorporation.

     Finally, the by-laws provide that nominations of candidates for election as
directors of the Registrant,  other than those made by Board of Directors,  must
be made in writing and  delivered or mailed to the  Secretary of the  Registrant
not less than fifteen (15) days prior to any  shareholders'  meeting  called for
the election of directors.  The  notification  must contain certain  information
known to the  nominating  shareholder.  The Board  believes that this  provision
avoids  surprise  nominations  and ensures  that there is adequate  time for the
Registrant to be informed of the  backgrounds and  qualifications  of candidates
for election as directors.  However,  this by-law  provision  could be viewed as
"anti-takeover"  in nature since it may make it more difficult for  shareholders
to  nominate  candidates  and may  give an  advantage  to  incumbent  directors'
nominees.

     The  overall  effect of these  provisions  may be to deter a future  tender
offer or other takeover attempt that some shareholders might view to be in their
best  interests  insofar as the offer  might  include a premium  over the market
price of the common stock at that time. In addition,  these  provisions may have
the effect of assisting  the  Registrant's  current  management in retaining its
position  and  place  it in a better  position  to  resist  changes  which  some
shareholders  may  deem  desirable  if  dissatisfied  with  the  conduct  of the
Registrant's business.

     The Board of  Directors  has no plans to adopt  any  other  "anti-takeover"
provisions  and  believes  that  it has no  other  protection  against  takeover
attempts  other than the approval of the  regulatory  authorities  that would be
required for an outside party to gain control of the Registrant.

     C. DIVIDEND RESTRICTIONS

     Under the Act,  Vista  may not pay a  dividend,  if,  after  giving  effect
thereto, either (a) Vista would be unable to pay its debts as they become due in
the usual course of business or (b) Vista's  total assets would be less than its
total  liabilities.  The  determination  of total assets and  liabilities may be
based upon: (i) financial statements prepared on the basis of generally accepted
accounting principles;  (ii) financial statements that are prepared on the basis
of other  accounting  practices and  principles  that are  reasonable  under the
circumstances;  or (iii) a fair  valuation  or other  method that is  reasonable
under the circumstances.

     Phillipsburg National Bank is subject to the rules governing the payment of
dividends  promulgated  by the Office of the  Comptroller  of the Currency  (the
"OCC").   Phillipsburg   National  Bank  may  not  pay  dividends  from  capital
(unimpaired  common and  preferred  stock  outstanding)  but only from  retained
earnings after deducting losses and bad debts therefrom. "Bad debts" are defined
as matured  obligations in which interest is past due and unpaid for ninety (90)
days,  but do not include  well-secured  obligations  that are in the process of
collection.

     Phillipsburg  National  Bank may not pay any dividends on its capital stock
during the period in which it may be in default in the payment of its assessment
for deposit  insurance  premium due to the FDIC, nor may it pay dividends on its
capital common stock until any  cumulative  dividends on  Phillipsburg  National
Bank's  preferred stock (if any) have been paid in full.  Phillipsburg  National
Bank has never been in default in the payments of its  assessments  to the FDIC;
and, moreover, Phillipsburg National bank has no outstanding preferred stock. In
addition,  under  the  Federal  Deposit  Insurance  Act  (912  U.S.C.  ss.1818),
dividends  cannot be  declared  and paid if the OCC  obtains a cease and  desist
order  because  such  payment  would  constitute  an unsafe and unsound  banking
practice.  Phillipsburg  National Bank's unrestricted  retained earnings and net
income available that could be paid as a dividend to Vista under the current OCC
rules were $6.9 million as of December 31, 1997.

     Similar to  Phillipsburg  National  Bank,  the dividends of Twin Rivers are
also subject to certain  regulatory  considerations  and the  discretion  of its
Board of Directors and will depend upon a number of factors, including operating
results, financial conditions and general business conditions. Vista is entitled
to receive  dividends,  as and when  declared by the Board of  Directors of Twin
Rivers, out of funds legally available therefor, subject to the restrictions set
forth in the Pennsylvania Banking Code of 1965 (the "Pennsylvania Banking Code")
and the Federal Deposit Insurance Act.

                                      R-3
The Pennsylvania  Banking Code provides that cash dividends may be declared
and paid only out of accumulated net earnings and that, prior to the declaration
of any  dividend,  if the  surplus of Twin Rivers is less than the amount of its
capital,  Twin Rivers shall, until surplus is equal to such amount,  transfer to
surplus an amount  which is at least 10% of the net  earnings of Twin Rivers for
the period since the end of the last fiscal year or for any shorter period since
the declaration of a dividend. If the surplus of Twin Rivers is less than 50% of
the amount of  capital,  no dividend  may be declared or paid  without the prior
approval of the  Pennsylvania  Department of Banking until such surplus is equal
to 50% of Twin Rivers' capital.

     As of December 31, 1997,  there was $1.3 million  accumulated  net earnings
available at Twin Rivers that could be paid as a dividend to Vista under current
Pennsylvania law.

     The Federal  Deposit  Insurance  Act  generally  prohibits  all payments of
dividends  by any  bank  which  is in  default  on any  assessment  for  deposit
insurance premium to the FDIC.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section  14A:3-5(2) of the Act (relating to  indemnification  in connection
with  third  party  actions)  provides  that  the  Registrant  has the  power to
indemnify any person who is or was a director, officer, employee or agent of the
Registrant and any person who is or was a director,  officer,  employee or agent
of any  domestic  or  foreign  corporation,  partnership,  joint  venture,  sole
proprietorship  trust or other  enterprise  whether or not for profit and who is
serving at the request of the Registrant or the legal representative of any such
director,  officer,  trustee,  employee or agent (the "Corporate Agent") against
his expenses and  liabilities in connection  with any  proceeding  involving the
Corporate  Agent by reason of his being or having been such a  Corporate  Agent,
other than a proceeding by or in the right of the Registrant, if

     (a)  such Corporate Agent acted in good faith and in a manner he reasonably
          believed  to be in or  not  opposed  to  the  best  interests  of  the
          corporation; and

     (b)  with respect to any criminal  proceeding,  such Corporate Agent had no
          reasonable cause to believe his conduct was unlawful.  The termination
          of any proceeding by judgment, order, settlement, conviction or upon a
          plea of nolo contendere or its equivalent,  shall not of itself create
          a presumption  that such  Corporate  Agent did not meet the applicable
          standards of conduct set forth above.

     Under  Section  14A:3-5(3)  of the  Act  (relating  to  indemnification  in
connection with derivative actions), the Registrant has the power to indemnify a
Corporate  Agent against his expenses in connection with any proceeding by or in
the right of the  Registrant  to procure a judgment in its favor which  involves
the Corporate Agent by reason of his being or having been such Corporate  Agent,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant.  However, in such proceeding no
indemnification shall be provided in respect of any claim, issue or matter as to
which  such  Corporate  Agent  shall  have  been  adjudged  to be  liable to the
Registrant,  unless and only to the extent that the Superior  Court or the court
in which such  proceeding  was brought shall  determine  upon  application  that
despite the adjudication of liability,  but in view of all  circumstances of the
case,  such Corporate  Agent is fairly and reasonably  entitled to indemnity for
such expenses as the Superior Court or such other court shall deem proper.

     Section  14A:3-5(4)  of the Act  (relating  to  mandatory  indemnification)
states that the Registrant shall indemnify a Corporate Agent against expenses to
the  extent  that such  Corporate  Agent has been  successful  on the  merits or
otherwise in any proceeding referred to in subsections  14A:3-5(2)  (relating to
indemnification in 

                                      R-4
connection with third party actions) and 14A:3-5(3) (relating to indemnification
in  connection  with  derivative  actions) or in defense of any claim,  issue or
matter therein.

     Furthermore, under Section 14A:3-5(5) of the Act (relating to procedure for
effecting  indemnification),  any  indemnification  under subsection  14A:3-5(2)
(relating to indemnification in connection with third party actions) and, unless
ordered by a court, under subsection  14A:3-5(3) (relating to indemnification in
connection  with  derivative  actions)  may be  made by the  Registrant  only as
authorized  in a specific  case upon a  determination  that  indemnification  is
proper in the  circumstances  because  the  Corporate  Agent met the  applicable
standard  of  conduct  set  forth  in   subsection   14A:3-5(2)   (relating   to
indemnification in connection with third party actions) or subsection 14A:3-5(3)
(relating to  indemnification  in connection  with derivative  actions).  Unless
otherwise  provided  in  the  certificate  of  incorporation  or  bylaws,   such
determination shall be made:

     (a)  by the board of directors or a committee thereof, acting by a majority
          vote of a quorum  consisting  of directors  who were not parties to or
          otherwise involved in the proceeding; or

     (b)  if such a quorum is not  obtainable,  or, even if obtainable  and such
          quorum of the board of directors  or  committee by a majority  vote of
          the disinterested  directors so directs, by independent legal counsel,
          in a written  opinion,  such counsel to be  designated by the board of
          directors; or

     (c)  by the shareholders if the certificate of incorporation or bylaws or a
          resolution  of  the  board  of  directors  or of the  shareholders  so
          directs.

     Section 14A:3-5(6) of the Act (relating to advancing  expenses) states that
expenses  incurred by a Corporate  Agent in connection  with a proceeding may be
paid by the Registrant in advance of the final  disposition of the proceeding as
authorized  by the board of directors  upon receipt of an  undertaking  by or on
behalf of the  Corporate  Agent to repay such amount if it shall  ultimately  be
determined  that such  Corporate  Agent is not  entitled  to be  indemnified  as
provided by the Act.

     Section  14A:3-5(7)  of the  Act  provides  that  if the  Registrant,  upon
application   of  a   Corporate   Agent,   has  failed  or  refused  to  provide
indemnification as required under subsection  14A:3-5(4)  (relating to mandatory
indemnification)  or  permitted  under  subsections   14A:3-5(2)   (relating  to
indemnification in connection with third party actions), 14A:3-5(3) (relating to
indemnification in connection with derivative actions) and 14A:3-5(6)  (relating
to advancing  expenses),  a Corporate Agent may apply to a court for an award of
indemnification by the Registrant, and such court:

     (a)  may award  indemnification  to the extent authorized under subsections
          14A:3-5(2) (relating to indemnification in connection with third party
          actions) and  14A:3-5(3)  (relating to  indemnification  in connection
          with derivative actions) and shall award indemnification to the extent
          required   under   subsection   14A:3-5(4)   (relating   to  mandatory
          indemnification), notwithstanding any contrary determination which may
          have been made under subsection  14A:3-5(5) (relating to the procedure
          to effect indemnification); and

     (b)  may allow reasonable expenses to the extent authorized by, and subject
          to the provisions  of,  subsection  14A:3-5(6)  (relating to advancing
          expenses), if the court shall find that the Corporate Agent has by his
          pleadings or during the course of the proceeding raised genuine issues
          of fact or law.

     Application for such indemnification may be made:

     (a)  in the civil action in which the  expenses  were or are to be incurred
          or other amounts were or are to be paid; or

     (b)  to the Superior Court in a separate proceeding.  If the application is
          for indemnification  arising out of a civil action, it shall set forth
          reasonable  cause for the failure to make  application for such

                                      R-5
relief in the action or  proceeding  in which the expenses were or are
          to be incurred or other amounts were or are to be paid.

     Section 14A:3-5(7) of the Act further stipulates that the application shall
set forth the disposition of any previous  application for  indemnification  and
shall be made in such manner and form as may be required by the applicable rules
of court or, in the absence  thereof,  by  direction of the court to which it is
made. Such  application  shall be upon notice to the  Registrant.  The court may
also direct that notice shall be given at the expense of the  Registrant  to the
shareholders and other such persons as it may designate in such manner as it may
require.

     Finally,  Section 14A:3-5(8) of the Act states that the indemnification and
advancement  of expenses  provided  by or granted  pursuant to the Act shall not
exclude  any  other  rights,  including  the  right  to be  indemnified  against
liabilities  and  expenses  incurred  in  proceedings  by or in the right of the
Registrant,  to which a Corporate  Agent may be entitled  under a certificate of
incorporation,  bylaw, agreement, vote of shareholders,  or otherwise;  provided
that no indemnification shall be made to or on behalf of a Corporate Agent, if a
judgment or other final adjudication  adverse to the Corporate Agent establishes
that his acts or omissions were:

     (a)  in  breach  of  his  duty  of  loyalty  to  the   Registrant   or  its
          shareholders,

     (b)  not in good faith or involved a knowing violation of law, or

     (c)  resulted in receipt by the  Corporate  Agent of an  improper  personal
          benefit.

     Section 14A:3-5(9) of the Act (relating to the power to purchase insurance)
specifies  that the  Registrant  shall have the power to purchase  and  maintain
insurance on behalf of any Corporate Agent against any expenses  incurred in any
proceeding and any  liabilities  asserted  against him by reason of his being or
having  been a Corporate  Agent,  whether or not the  Registrant  would have the
power  to  indemnify  him  against  such  expenses  and  liabilities  under  the
provisions of the Act. The Registrant may purchase such insurance  from, or such
insurance  may be  reinsured  in  whole or in part by,  an  insurer  owned by or
otherwise  affiliated  with the  Registrant  whether  or not such  insurer  does
business with other insureds.

     Section  14A:3-5(10)  of the Act states that the powers  granted by the Act
may be exercised by the Registrant, notwithstanding the absence of any provision
in its certificate of incorporation  or bylaws  authorizing the exercise of such
powers.  However,  except as  required by  subsection  14A:3-5(4)  (relating  to
mandatory  indemnification),  no  indemnification  shall  be  made  or  expenses
advanced by the Registrant, and none shall be ordered by a court, if such action
would be inconsistent  with a provision of the certificate of  incorporation,  a
bylaw,  a  resolution  of the  board of  directors  or of the  shareholders,  an
agreement or other proper corporate action, in effect at the time of the accrual
of the alleged  cause of action  asserted in the  proceeding,  which  prohibits,
limits or otherwise  conditions  the exercise of  indemnification  powers by the
Registrant or the rights of  indemnification  to which a Corporate  Agent may be
entitled.

     The Act however,  does not limit the Registrant's power to pay or reimburse
expenses  incurred by a Corporate Agent in connection with the Corporate Agent's
appearance as a witness in a proceeding  at a time when the Corporate  Agent has
not been made a party to the proceeding.

     In  addition,  section  14A:6-1  of  the  Act  (relating  to the  Board  of
Directors)   declares  that  unless  otherwise  provided  by  statute  or  in  a
corporation's  certificate  of  incorporation,  the  business and affairs of the
Registrant shall be managed by or under the direction of its board. Furthermore,
in  discharging  his  duties  to the  Registrant  and  in  determining  what  he
reasonably  believes to be in the best  interest of the  Registrant,  a director
may,  in  addition to  considering  the  effects of any action on  shareholders,
consider any of the following:

     (a)  the effects of the action on the  Registrant's  employees,  suppliers,
          creditors and customers;

     (b)  the  effects of the action on the  community  in which the  Registrant
          operates; and

                                      R-6
(c)  the long term as well as the  short-term  interests of the  Registrant
          and its  shareholders,  including the possibility that these interests
          may best be served by the continued independence of the Registrant.

     Section  14A:6-1 of the Act also states that if on the basis of the factors
above,  the board of directors  determines that any proposal or offer to acquire
the Registrant is not in the best interest of the Registrant, it may reject such
proposal  or offer.  If the board of  directors  determines  to reject  any such
proposal  or  offer,  the  board  of  directors  shall  have  no  obligation  to
facilitate,  remove any barriers  to, or refrain  from  impeding the proposal or
offer.

     Section  14A:6-14 of the Act (relating to liability of directors;  reliance
on records and  reports)  states  that  directors  and members of any  committee
designated by the board shall discharge their duties in good faith and with that
degree of  diligence,  care and skill  which  ordinarily  prudent  people  would
exercise under similar circumstances in like positions.

     In  discharging  their  duties,  directors  and  members  of any  committee
designated by the board shall not be liable if, acting in good faith, they rely

     (a)  upon the opinion of counsel for the corporation;

     (b)  upon written  reports  setting forth  financial  data  concerning  the
          Registrant  and  prepared  by  an  independent  public  accountant  or
          certified public accountant or firm of such accountants;

     (c)  upon  financial  statements,  books  of  account  or  reports  of  the
          Registrant  represented  to them to be correct by the  president,  the
          officer of the  Registrant  having charge of its books of account,  or
          the person presiding at a meeting of the board; or

     (d)  upon written reports of committees of the board.

     Article V of the  Registrant's  by-laws  provides that the Registrant shall
indemnify,  to the full extent authorized by law, any person made, or threatened
to be  made,  a party to an  action  or  proceeding,  whether  criminal,  civil,
administrative or investigative,  by reason of the fact that he, his testator or
intestate, is or was a director, officer or employee of the Registrant or served
or serves any other enterprise at the request of the Registrant.

     Insofar as indemnification  for liabilities  arising under the 1933 Act 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 SEC, such  indemnification is against public
policy as expressed  in the 1933 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 of
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by a director,  officer or controlling person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the manner 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 1933 Act and
will be governed by the final adjudication of such issue.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      R-7
Item 8. EXHIBITS

     The Vista Bancorp,  Inc. 1998 Stock Compensation Plan is not subject to the
requirements of the Employee Retirement Insurance Security Act of 1974.

 Exhibit Number Referred to
in Item 601 of Regulation S-K         Description of Exhibit
-----------------------------         ----------------------

           4                    Vista Bancorp, Inc. 1998 Stock
                                Compensation Plan.
           5                    Opinion   of   Saul,   Ewing,
                                Remick  & Saul  LLP,  Special
                                Counsel to the Registrant, as
                                to the legality of the shares
                                of  the  Registrant's   stock
                                being registered.
           15                   Not Applicable.
           23                   Consent of Saul, Ewing, Remick & Saul LLP,
                                Special Counsel to the Registrant.
           24                   Power of Attorney given by the Officers and 
                                Directors of the Registrant.
           99                   Not applicable.

Item 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (a)(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
               1933 Act;

          (ii) To reflect in the  prospectus  any facts 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;

          (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) above do not
apply if the information  required to be included in a post-effective  amendment
by these  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
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
this offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, 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 this 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.

                                      R-8
(h) Insofar as indemnification  for liabilities  arising under the 1933 Act
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 SEC such  indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                      R-9
SIGNATURES

     The Registrant: Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 City of Phillipsburg,  State of New Jersey, on June 19,
1998.

                                        VISTA BANCORP, INC.

                                        By: /s/ Barbara Harding               
                                            ------------------------------------
                                            Barbara Harding, President and
                                            Chief Executive Officer

     The 1998 Plan:  Pursuant to the requirements of the Securities Act of 1933,
the  Compensation  Committee has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Phillipsburg, State of New Jersey, on June 19, 1998.

                                        VISTA BANCORP, INC.
                                            1998 STOCK COMPENSATION PLAN

                                        By: /s/ Harold J. Curry, Chairperson  
                                            ------------------------------------
                                            Harold J. Curry, Chairperson

                                        By: /s/ Richard A. Cline              
                                            ------------------------------------
                                            Richard A. Cline

                                        By: /s/ Dale F. Falcinelli            
                                            ------------------------------------
                                            Dale F. Falcinelli

                                        By: /s/ James T. Finegan, Jr.         
                                            ------------------------------------
                                            James T. Finegan, Jr.

                                        By: /s/ Barry L. Hajdu                
                                            ------------------------------------
                                            Barry L. Hajdu

                                        By: /s/ Mark A. Reda                  
                                            ------------------------------------
                                            Mark A. Reda

                                        By: /s/ J. Marshall Wolff             
                                            ------------------------------------
                                            J. Marshall Wolff

                                      R-10
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Barbara Harding and William F. Keefe, and each of
them, his or her true and lawful  attorneys-in-fact  and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and  stead,  in any and  all  capacities  (including  his or her  capacity  as a
director or officer of Vista Bancorp, Inc., as the case may be), to sign any and
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 SEC, granting unto such 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 and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that such  attorneys-in-fact  and
agents or any of them,  or their,  his, or her  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this  Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

Signature                            Title                           Date
---------                            -----                           ----

/s/ Richard A. Cline                Director                      June 19, 1998
-------------------------
Richard A. Cline

/s/ Harold J. Curry                 Director                      June 19, 1998
-------------------------
Harold J. Curry

/s/ Dale F. Falcinelli              Director                      June 19, 1998
-------------------------
Dale F. Falcinelli

/s/ James T. Finegan, Jr.           Director                      June 19, 1998
-------------------------
James T. Finegan, Jr.

/s/ Barry L. Hajdu                  Director                      June 19, 1998
-------------------------
Barry L. Hajdu

/s/ Barbara Harding          President and Director               June 19, 1998
-------------------------   (Chief Executive Officer)
Barbara Harding             

/s/ David L. Hensley        Executive Vice President              June 19, 1998
-------------------------         and Director
David L. Hensley            

/s/ William F. Keefe        Executive Vice President and          June 19, 1998
------------------------       Chief Financial Officer        
William F. Keefe                (Chief Financial and  
                                 Accounting Officer)                
                                            

                                      R-11
/s/ Mark A. Reda                    Director                      June 19, 1998
-------------------------
Mark A. Reda

/s/ Marc S. Winkler         Executive Vice President              June 19, 1998
-------------------------         and Director
Marc S. Winkler             

/s/ J. Marshall Wolff               Director                      June 19, 1998
-------------------------
J. Marshall Wolff

                                      R-12
INDEX TO EXHIBITS

Item Number   Description                                                   Page
-----------   -----------                                                   ----

     4        Vista Bancorp, Inc. 1998 Stock Compensation Plan.............  S-1
           
     5        Opinion of Saul, Ewing, Remick & Saul LLP, Special Counsel
              to the Registrant, as to the legality of the shares
              of the Registrant's  common stock being registered ..........  S-9
           
    23        Consent of Saul, Ewing, Remick & Saul LLP, Special
              Counsel to Registrant, as set forth in Exhibit 5............. S-11
           
    24        Power of Attorney Given by the Officers and Directors
              of the Registrant, as set forth on Page R-11................. S-12
           
        

                                      R-13