As filed with the Securities and Exchange Commission on May 24, 1999

                                                   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. 1999 Employee Stock Purchase 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) 257-7595

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed maximum           Proposed maximum
 Title of securities to be   Amount to be registered   offering price per share      aggregate offering      Amount of registration
        registered                                                (1)                    price (1)                  fee (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                           <C>                       <C>                       <C>
  Common Stock, par value         25,000 shares                 $18.75                    $468,750                  $130.31
      $.50 per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated in accordance  with Rule 457(h) and based upon the average of the
     high and low prices of the Common  Stock as  reported  on the NASDAQ  Stock
     Market on May 19, 1999.

     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 plan described herein.

                      Index to Exhibits Found on Pages R-15


<PAGE>


                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Vista Bancorp,  Inc. (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,  as amended (the
"1934 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  annual  report on SEC Form 10-K for the year  ended
          December  31, 1998 and on SEC Form 10-Q for the  quarters  ended March
          31,  1999  and  1998,  previously  filed  by the  Registrant  with the
          Securities and Exchange  Commission (the "SEC"),  pursuant to the 1934
          Act, are hereby incorporated by reference into the Prospectus;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
          Act  since  the  end of the  fiscal  year  covered  by the  registrant
          document referred to in (a) above; and

     (c)  the description of the  Registrant's  Common Stock, par value $.50 per
          share,  contained on pages 52-55 of the Prospectus which was a part of
          Pre-effective  Amendment  No. 1 to Form S-2 (No.  33-97886),  filed on
          October 30,  1995 with the  Commission,  including  any  amendment  or
          report  filed with the  Commission  for the purpose of  updating  such
          description.


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 $.50 per share, of which 4,583,054  shares were issued and outstanding
as of March 31, 1999. The remaining 5,416,946  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


                                      R-1
<PAGE>


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.

     Except for the shares of the Common Stock reserved for issuance pursuant to
the Registrant's  Dividend  Reinvestment and Stock Purchase Plan, Employee Stock
Purchase Plan and Board of Directors  Stock Purchase  Plan, 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.

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,


                                      R-2
<PAGE>


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 Act provides that unless
otherwise   prescribed  in  the  Amended  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 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.


                                      R-3
<PAGE>


     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.   DIVIDENDS

     The Registrant  has paid cash  dividends  since its formation as the parent
holding company of Phillipsburg National Bank ("PNB").  Prior to such formation,
PNB paid  dividends  for more than  thirty-five  (35)  years.  It is the present
intention  of the  Registrant's  Board of  Directors  to continue  the  dividend
payment  policy;  however,   further  dividends  must  necessarily  depend  upon
earnings, financial condition,  appropriate legal restrictions and other factors
relevant at the time the Board of  Directors  considers  dividend  policy.  Cash
available for dividend  distributions  to  shareholders  of the Registrant  must
initially come from dividends paid by the Bank  Subsidiaries  to the Registrant.
Therefore,  the  restrictions  on the Bank  Subsidiaries  dividend  payments are
directly applicable to the Registrant.

     1.   Dividend Restrictions on PNB

     The Office of the  Comptroller  of the  Currency  ("OCC") has issued  rules
governing the payment of dividends by national banks.  PNB 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.

     To the extent that:  (1) PNB has capital  surplus in an amount in excess of
common capital;  and (2) if PNB can prove that such surplus  resulted from prior
period  earnings,  PNB,


                                      R-4
<PAGE>


upon approval of the OCC, may transfer  earned surplus to retained  earnings and
thereby increase its dividend paying capacity.

     If, however, PNB has insufficient retained earnings to pay a dividend,  the
OCC's  regulations  allow PNB to reduce its capital to a specified  level and to
pay  dividends  upon  receipt of the  approval of the OCC as well as that of the
holders of two thirds of the outstanding shares of the Common Stock.

     PNB 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 Federal Deposit Insurance  Corporation  ("FDIC") ,
nor may it pay dividends on Common Stock until any cumulative dividends on PNB's
preferred  stock (if any) have been paid in full.  PNB has never been in default
in the  payments  of its  assessments  to the FDIC;  and,  moreover,  PNB 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.  PNB's  unrestricted  retained  earnings and net
income  available that could be paid as a dividend to the  Registrant  under the
current OCC regulations were $5.6 million as of March 31, 1999.

     2.   Dividend Restrictions on Twin Rivers

     Similar to PNB, the dividends of Twin Rivers Community Bank ("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. The Registrant 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.

     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  ("Department")  until such
surplus is equal to 50% of Twin Rivers' capital.

     As  of  March  31,  1999,   there  was  $1.3   accumulated   net  earnings,
respectively, 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.


                                      R-5
<PAGE>


     3.   Dividend Restrictions on the Registrant

     Under the Act,  the  Registrant  may not pay a dividend  if,  after  giving
effect  thereto,  either (a) the Registrant  would be unable to pay its debts as
they become due in the usual  course of business or (b) the  Registrant'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.


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


                                      R-6
<PAGE>


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 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


                                      R-7
<PAGE>


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 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(7) 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


                                      R-8
<PAGE>


     (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

     (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.


                                      R-9
<PAGE>


     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  report)  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.


                                      R-10
<PAGE>


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


Item 8.  EXHIBITS

     The Vista Bancorp,  Inc.  Employee Stock Purchase Plan, as amended,  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.  1999  Employee  Stock
                                    Purchase 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.

           23A                      Consent of Saul,  Ewing,  Remick & Saul LLP,
                                    Special Counsel to the Registrant.

           23B                      Consent of Rudolph,  Palitz  LLP,  Certified
                                    Public   Accountants  of  Plymouth  Meeting,
                                    Pennsylvania.

           24                       Power of Attorney  given by the Officers and
                                    Directors of the Registrant.

           25                       Not Applicable.

           26                       Not Applicable.

           27                       Not Applicable.

           28                       Not Applicable.

           99A                      Report of Rudolph, Palitz LLP, dated January
                                    29, 1999.

           99B                      Financial Data Schedule.


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;


                                      R-11
<PAGE>

          (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.

     (e) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     (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 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 Act and
will be governed by the final adjudication of such issue.


                                      R-12
<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 Phillipsburg, State of New Jersey, on May 21, 1999.


                                             VISTA BANCORP, INC.


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



     The Plan:  Pursuant to the  requirements of the Securities Act of 1933, the
members of the Executive Committee have duly caused this Registration  Statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Phillipsburg, State of New Jersey, on May 21, 1999.


                                             VISTA BANCORP, INC.
                                               EXECUTIVE COMMITTEE


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


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


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


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


                                      R-13
<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/her and his/her name,  place and
stead, in any and all capacities  (including  his/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 Securities and Exchange Commission, 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 might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorneys-in-fact  and agents or any of them,  or their,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
Signature                                            Title                                Date
---------                                            -----                                ----

<S>                              <C>                                                  <C>
/s/ Richard A. Cline                               Director                           May 21, 1999
---------------------------
Richard A. Cline

/s/ Harold J. Curry                          Director and Chairman                    May 21, 1999
---------------------------
Harold J. Curry

/s/ Dale F. Falcinelli                             Director                           May 21, 1999
---------------------------
Dale F. Falcinelli

/s/ James T. Finegan, Jr.                          Director                           May 21, 1999
---------------------------
James T. Finegan, Jr.

/s/ Barry L. Hajdu                                 Director                           May 21, 1999
---------------------------
Barry L. Hajdu

/s/ Barbara Harding                         President and Director                    May 21, 1999
---------------------------                (Chief Executive Officer)
Barbara Harding

/s/ David L. Hensley                 Executive Vice President and Director            May 21, 1999
---------------------------
David L. Hensley

/s/ Mark A. Reda                                   Director                           May 21, 1999
---------------------------
Mark A. Reda

/s/ Marc S. Winkler                  Executive Vice President and Director            May 21, 1999
---------------------------
Marc S. Winkler

/s/ J. Marshall Wolff                              Director                           May 21, 1999
---------------------------
J. Marshall Wolff

/s/ William F. Keefe                       Executive Vice President,                  May 21, 1999
---------------------------               and Chief Financial Officer
William F. Keefe                 (Principal Financial and Accounting Officer)

/s/ Jill A. Pursell                 Assistant Vice President and Secretary            May 21, 1999
---------------------------
Jill A. Pursell
</TABLE>


                                      R-14
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Item Number                     Description                                         Page
-----------                     -----------                                         ----

<S>            <C>                                                                  <C>
    4          Vista Bancorp, Inc. 1999 Employee Stock Purchase 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-7

    23A        Consent of Saul, Ewing, Remick & Saul LLP, Special
               Counsel to Registrant found at Exhibit 5 hereto..................    S-10

    23B        Consent of Rudolph, Palitz LLP, Certified Public
               Accountants, of Plymouth Meeting, Pennsylvania...................    S-11

    99A        Report of Rudolph, Palitz LLP, dated January 29, 1999............    S-13

    99B        Financial Data Schedule..........................................    S-15
</TABLE>



                                      R-15
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 50685}]
{"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": "333-79131", "film-number": "99632835"}, "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 May 24, 1999

                                                   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. 1999 Employee Stock Purchase 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) 257-7595

                                   ----------

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed maximum           Proposed maximum
 Title of securities to be   Amount to be registered   offering price per share      aggregate offering      Amount of registration
        registered                                                (1)                    price (1)                  fee (1)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value         25,000 shares                 $18.75                    $468,750                  $130.31
      $.50 per share
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated in accordance  with Rule 457(h) and based upon the average of the
     high and low prices of the Common  Stock as  reported  on the NASDAQ  Stock
     Market on May 19, 1999.

     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 plan described herein.

                      Index to Exhibits Found on Pages R-15
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Vista Bancorp,  Inc. (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,  as amended (the
"1934 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  annual  report on SEC Form 10-K for the year  ended
          December  31, 1998 and on SEC Form 10-Q for the  quarters  ended March
          31,  1999  and  1998,  previously  filed  by the  Registrant  with the
          Securities and Exchange  Commission (the "SEC"),  pursuant to the 1934
          Act, are hereby incorporated by reference into the Prospectus;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
          Act  since  the  end of the  fiscal  year  covered  by the  registrant
          document referred to in (a) above; and

     (c)  the description of the  Registrant's  Common Stock, par value $.50 per
          share,  contained on pages 52-55 of the Prospectus which was a part of
          Pre-effective  Amendment  No. 1 to Form S-2 (No.  33-97886),  filed on
          October 30,  1995 with the  Commission,  including  any  amendment  or
          report  filed with the  Commission  for the purpose of  updating  such
          description.

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 $.50 per share, of which 4,583,054  shares were issued and outstanding
as of March 31, 1999. The remaining 5,416,946  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

                                      R-1
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.

     Except for the shares of the Common Stock reserved for issuance pursuant to
the Registrant's  Dividend  Reinvestment and Stock Purchase Plan, Employee Stock
Purchase Plan and Board of Directors  Stock Purchase  Plan, 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.

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,

                                      R-2
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 Act provides that unless
otherwise   prescribed  in  the  Amended  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 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.

                                      R-3
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.   DIVIDENDS

     The Registrant  has paid cash  dividends  since its formation as the parent
holding company of Phillipsburg National Bank ("PNB").  Prior to such formation,
PNB paid  dividends  for more than  thirty-five  (35)  years.  It is the present
intention  of the  Registrant's  Board of  Directors  to continue  the  dividend
payment  policy;  however,   further  dividends  must  necessarily  depend  upon
earnings, financial condition,  appropriate legal restrictions and other factors
relevant at the time the Board of  Directors  considers  dividend  policy.  Cash
available for dividend  distributions  to  shareholders  of the Registrant  must
initially come from dividends paid by the Bank  Subsidiaries  to the Registrant.
Therefore,  the  restrictions  on the Bank  Subsidiaries  dividend  payments are
directly applicable to the Registrant.

     1.   Dividend Restrictions on PNB

     The Office of the  Comptroller  of the  Currency  ("OCC") has issued  rules
governing the payment of dividends by national banks.  PNB 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.

     To the extent that:  (1) PNB has capital  surplus in an amount in excess of
common capital;  and (2) if PNB can prove that such surplus  resulted from prior
period  earnings,  PNB,

                                      R-4
upon approval of the OCC, may transfer  earned surplus to retained  earnings and
thereby increase its dividend paying capacity.

     If, however, PNB has insufficient retained earnings to pay a dividend,  the
OCC's  regulations  allow PNB to reduce its capital to a specified  level and to
pay  dividends  upon  receipt of the  approval of the OCC as well as that of the
holders of two thirds of the outstanding shares of the Common Stock.

     PNB 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 Federal Deposit Insurance  Corporation  ("FDIC") ,
nor may it pay dividends on Common Stock until any cumulative dividends on PNB's
preferred  stock (if any) have been paid in full.  PNB has never been in default
in the  payments  of its  assessments  to the FDIC;  and,  moreover,  PNB 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.  PNB's  unrestricted  retained  earnings and net
income  available that could be paid as a dividend to the  Registrant  under the
current OCC regulations were $5.6 million as of March 31, 1999.

     2.   Dividend Restrictions on Twin Rivers

     Similar to PNB, the dividends of Twin Rivers Community Bank ("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. The Registrant 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.

     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  ("Department")  until such
surplus is equal to 50% of Twin Rivers' capital.

     As  of  March  31,  1999,   there  was  $1.3   accumulated   net  earnings,
respectively, 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.

                                      R-5
3.   Dividend Restrictions on the Registrant

     Under the Act,  the  Registrant  may not pay a dividend  if,  after  giving
effect  thereto,  either (a) the Registrant  would be unable to pay its debts as
they become due in the usual  course of business or (b) the  Registrant'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.

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

                                      R-6
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 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

                                      R-7
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 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(7) 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

                                      R-8
(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

     (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.

                                      R-9
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  report)  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.

                                      R-10
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

Item 8.  EXHIBITS

     The Vista Bancorp,  Inc.  Employee Stock Purchase Plan, as amended,  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.  1999  Employee  Stock
                                    Purchase 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.

           23A                      Consent of Saul,  Ewing,  Remick & Saul LLP,
                                    Special Counsel to the Registrant.

           23B                      Consent of Rudolph,  Palitz  LLP,  Certified
                                    Public   Accountants  of  Plymouth  Meeting,
                                    Pennsylvania.

           24                       Power of Attorney  given by the Officers and
                                    Directors of the Registrant.

           25                       Not Applicable.

           26                       Not Applicable.

           27                       Not Applicable.

           28                       Not Applicable.

           99A                      Report of Rudolph, Palitz LLP, dated January
                                    29, 1999.

           99B                      Financial Data Schedule.

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;

                                      R-11
(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.

     (e) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     (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 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 Act and
will be governed by the final adjudication of such issue.

                                      R-12
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 Phillipsburg, State of New Jersey, on May 21, 1999.

                                             VISTA BANCORP, INC.

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

     The Plan:  Pursuant to the  requirements of the Securities Act of 1933, the
members of the Executive Committee have duly caused this Registration  Statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Phillipsburg, State of New Jersey, on May 21, 1999.

                                             VISTA BANCORP, INC.
                                               EXECUTIVE COMMITTEE

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

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

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

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

                                      R-13
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/her and his/her name,  place and
stead, in any and all capacities  (including  his/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 Securities and Exchange Commission, 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 might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorneys-in-fact  and agents or any of them,  or their,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                            Title                                Date
---------                                            -----                                ----
/s/ Richard A. Cline                               Director                           May 21, 1999
---------------------------
Richard A. Cline

/s/ Harold J. Curry                          Director and Chairman                    May 21, 1999
---------------------------
Harold J. Curry

/s/ Dale F. Falcinelli                             Director                           May 21, 1999
---------------------------
Dale F. Falcinelli

/s/ James T. Finegan, Jr.                          Director                           May 21, 1999
---------------------------
James T. Finegan, Jr.

/s/ Barry L. Hajdu                                 Director                           May 21, 1999
---------------------------
Barry L. Hajdu

/s/ Barbara Harding                         President and Director                    May 21, 1999
---------------------------                (Chief Executive Officer)
Barbara Harding

/s/ David L. Hensley                 Executive Vice President and Director            May 21, 1999
---------------------------
David L. Hensley

/s/ Mark A. Reda                                   Director                           May 21, 1999
---------------------------
Mark A. Reda

/s/ Marc S. Winkler                  Executive Vice President and Director            May 21, 1999
---------------------------
Marc S. Winkler

/s/ J. Marshall Wolff                              Director                           May 21, 1999
---------------------------
J. Marshall Wolff

/s/ William F. Keefe                       Executive Vice President,                  May 21, 1999
---------------------------               and Chief Financial Officer
William F. Keefe                 (Principal Financial and Accounting Officer)

/s/ Jill A. Pursell                 Assistant Vice President and Secretary            May 21, 1999
---------------------------
Jill A. Pursell
R-14
INDEX TO EXHIBITS
Item Number                     Description                                         Page
-----------                     -----------                                         ----
4          Vista Bancorp, Inc. 1999 Employee Stock Purchase 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-7

    23A        Consent of Saul, Ewing, Remick & Saul LLP, Special
               Counsel to Registrant found at Exhibit 5 hereto..................    S-10

    23B        Consent of Rudolph, Palitz LLP, Certified Public
               Accountants, of Plymouth Meeting, Pennsylvania...................    S-11

    99A        Report of Rudolph, Palitz LLP, dated January 29, 1999............    S-13

    99B        Financial Data Schedule..........................................    S-15
R-15