<PAGE>


             As filed with the Securities and Exchange Commission on
                                   May 9, 2003
                           Registration No. 333-_____
  _____________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ______________________

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

                         FIRST WASHINGTON FINANCIALCORP
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         (State or other jurisdiction of incorporation or organization)

                                   52-2150671
                      (I.R.S. Employer Identification No.)

                           US ROUTE 130 & MAIN STREET
                            WINDSOR, NEW JERSEY 08561
                                 (609) 426-1000
                    (Address of principal executive offices)

                         FIRST WASHINGTON FINANCIALCORP
                             2003 STOCK OPTION PLAN
                            (Full title of the plan)

                         C. HERBERT SCHNEIDER, PRESIDENT
                           US ROUTE 130 & MAIN STREET
                            WINDSOR, NEW JERSEY 08561
                     (Name and address of agent for service)

                                 (609) 426-1000
          (Telephone number, including area code of agent for service)

                                       1

<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Securities to  Amount to be        Proposed Maximum     Proposed Maximum         Amount of Registration
be Registered           Registered          Offering Price Per   Aggregate Offering       Fee
                                            Share (1)            Price

--------------------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>                  <C>                      <C>
Common Stock, no par
value per share and
interests of            140,000             $15.40               $2,156,000               $174
participation in the
Plan
====================================================================================================================
</TABLE>

         (1) Estimated solely for the purpose of calculating the registration
fee.

         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 to prevent dilution resulting from certain capital changes
affecting the Registrant.

                                       2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "SEC"). Reports, proxy statements and other
information concerning the Company filed with the SEC may be inspected and
copies may be obtained (at prescribed rates) at the SEC's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Website that contains copies of such material. The
address of the Commission's Website is http://www.sec.gov.

         The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:

                  (a) the Company's Annual Report on Form 10-KSB for the year
                  ended December 31, 2002.

                  (b) the Company's Current Reports on Form 8-K dated April 23,
                  2003 and January 28, 2003.

                  (c) the description of the Company's Common Stock, no par
                  value per share, contained in the Company's Registration
                  Statement on Form 8-A, File No. 000-32949, as filed with the
                  Securities and Exchange Commission on July 2, 2001, to
                  register the Common Stock under Section 12(g) of the Exchange
                  Act

         In addition, all documents subsequently filed by the Company with the
SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange Act after the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the respective date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
is deemed to be incorporated by reference herein modified or superseded such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

                                       3

<PAGE>

         Article VI of the Corporation's Certificate of Incorporation provides
as follows:

            Subject to the following, a director or officer of the Corporation
         shall not be personally liable to the Corporation or its shareholders
         for damages for breach of any duty owed to the Corporation or its
         shareholders. The preceding sentence shall not relieve a director or
         officer from liability for any breach of duty based upon an act or
         omission (i) in breach of such person's duty of loyalty to the
         Corporation or its shareholders, (ii) not in good faith or involving a
         knowing violation of law, or (iii) resulting in receipt by such person
         of an improper personal benefit. If the New Jersey Business Corporation
         Act is amended to authorize corporate action further eliminating or
         limiting the personal liability of directors or officers, then the
         liability of a director or officer or both of the Corporation shall be
         eliminated or limited to the fullest extent permitted by the New Jersey
         Business Corporation Act as so amended. Any amendment to this
         Certificate of Incorporation, or change in law which authorizes this
         paragraph shall not adversely affect any then existing right or
         protection of a director or officer of the Corporation.

Article VII of the Corporation's Certificate of Incorporation provides as
follows:

                  The Corporation shall indemnify its officers, directors,
         employees and agents and former officers, directors, employees and
         agents, and any other persons serving at the request of the Corporation
         as an officer, director, employee or agent of another corporation,
         association, partnership, joint venture, trust, or other enterprise,
         against expenses (including attorneys' fees, judgments, fines and
         amounts paid in settlement) incurred in connection with any pending or
         threatened action, suit, or proceeding, whether civil, criminal,
         administrative or investigative, with respect to which such officer,
         director, employee, agent or other person is a party, or is threatened
         to be made a party, to the full extent permitted by the New Jersey
         Business Corporation Act. The indemnification provided herein (i) shall
         not be deemed exclusive of any other right to which any person seeking
         indemnification may be entitled under any by-law, agreement, or vote of
         shareholders or disinterested directors or otherwise, both as to action
         in his or her official capacity and as to action in any other capacity,
         and (ii) shall inure to the benefit of the heirs, executors, and the
         administrators of any such person. The Corporation shall have the
         power, but shall not be obligated, to purchase and maintain insurance
         on behalf of any person or persons enumerated above against any
         liability asserted against or incurred by them or any of them arising
         out of their status as corporate directors, officers, employees, or
         agents whether or not the Corporation would have the power to indemnify
         them against such liability under the provisions of this article.

                  The Corporation shall, from time to time, reimburse or advance
         to any person referred to in this article the funds necessary for
         payment of expenses, including attorneys' fees, incurred in connection
         with any action, suit or proceeding referred to in this article, upon
         receipt of a written undertaking by or on behalf of such person to
         repay such amount(s) if a judgment or other final adjudication adverse
         to the director or officer establishes that the director's or officer's
         acts or omissions (i) constitute a breach of the director's or
         officer's duty of loyalty to the corporation or its shareholders, (ii)
         were not in good faith, (iii) involved a knowing violation of law, (iv)
         resulted in the director or officer receiving an improper personal
         benefit, or (v) were otherwise of such a character that New Jersey law
         would require that such amount(s) be repaid.


Item 7.   Exemption From Registration Claimed.

         Not applicable.

                                       4

<PAGE>

Item 8.   Exhibits.

         The following exhibits are filed with this Registration Statement.

                  Exhibit
                  Number     Description of Exhibit
                  -------    ----------------------

                  4          2003 Stock Option Plan (1)

                  5          Opinion of Windels Marx Lane & Mittendorf, LLP

                  23(a)      Consent of Grant Thornton LLP

                  23(b)      Consent of Windels Marx Lane & Mittendorf, LLP
                             (included in the Opinion filed as Exhibit 5 hereto)

                  _______________________
                  (1) Incorporated by reference from Exhibit A to the Company's
                  definitive proxy statement on Schedule 14A for the 2003 Annual
                  Meeting of Shareholders, as filed with the Securities and
                  Exchange Commission on March 28, 2003.

Item 9.   Undertakings.

         (a)    The undersigned registrant hereby undertakes:

                (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 Securities Act of 1933;

                         (ii) To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental
                change in the information set forth in the Registration
                Statement;

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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

                                       5

<PAGE>

                  (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the company pursuant to the foregoing provisions, or otherwise, the
company has been advised that in the opinion of the Securities and Exchange
Commission 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 company of expenses
incurred or paid by a director, officer of controlling person of the company 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 company 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.

                                       6

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Windsor, State of New Jersey, on the 9th day of
May, 2003. 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 date indicated.



FIRST WASHINGTON FINANCIALCORP

Abraham S. Opatut                Chairman of the Board               May 9, 2003
-----------------
ABRAHAM S. OPATUT

C. Herbert Schneider             President and CEO                   May 9, 2003
--------------------             (Principal executive officer)
C. HERBERT SCHNEIDER

Lewis H. Foulke                  Senior Vice President and CFO       May 9, 2003
---------------                  (Principal financial officer)
LEWIS H. FOULKE

Harry Horowitz                   Vice Chairman of the Board          May 9, 2003
--------------
HARRY HOROWITZ

James R. Johnson, Jr.            Director                            May 9, 2003
---------------------
JAMES R. JOHNSON, JR.

Jerry Kokes                      Director                            May 9, 2003
-----------
JERRY KOKES

Joe J. Mayes                     Director                            May 9, 2003
------------
JOE J. MAYES

Steven I. Pfeffer                Director                            May 9, 2003
-----------------
STEVEN I. PFEFFER

James N. Corcodilos              Director                            May 9, 2003
-------------------
JAMES N. CORCODILOS

Ross Wishnick                    Director                            May 9, 2003
-------------
ROSS WISHNICK


                                       7

<PAGE>


                          EXHIBIT INDEX TO REGISTRATION
                             STATEMENT ON FORM S-8
                        OF FIRST WASHINGTON FINANCIALCORP

         Exhibit
         Number       Description of Exhibit
         ------       ----------------------

         4            2003 Stock Option Plan (1)

         5            Opinion of Windels Marx Lane & Mittendorf, LLP

         23(a)        Consent of Grant Thornton LLP

         23(b)        Consent of Windels Marx Lane & Mittendorf, LLP (included
                      in the Opinion filed as Exhibit 5 hereto)
                  _________________________
                  (1) Incorporated by reference from Exhibit A to the Company's
                      definitive proxy statement on Schedule 14A for the 2003
                      Annual Meeting of Shareholders, as filed with the
                      Securities and Exchange Commission on March 28, 2003.

                                       8
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "S-8", "secsgml_size_bytes": 18130}]
{"company-data": {"conformed-name": "FIRST WASHINGTON FINANCIAL CORP", "cik": "0001137679", "assigned-sic": "6021", "irs-number": "522150671", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105135", "film-number": "03690792"}, "business-address": {"street1": "US ROUTE 130 & MAIN STREET", "city": "WINDSOR", "state": "NJ", "zip": "08561", "phone": "6094261000"}, "mail-address": {"street1": "US ROUTE 130 & MAIN STREET", "city": "WINDSOR", "state": "NJ", "zip": "08561"}}
As filed with the Securities and Exchange Commission on
                                   May 9, 2003
                           Registration No. 333-_____
  _____________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ______________________

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

                         FIRST WASHINGTON FINANCIALCORP
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         (State or other jurisdiction of incorporation or organization)

                                   52-2150671
                      (I.R.S. Employer Identification No.)

                           US ROUTE 130 & MAIN STREET
                            WINDSOR, NEW JERSEY 08561
                                 (609) 426-1000
                    (Address of principal executive offices)

                         FIRST WASHINGTON FINANCIALCORP
                             2003 STOCK OPTION PLAN
                            (Full title of the plan)

                         C. HERBERT SCHNEIDER, PRESIDENT
                           US ROUTE 130 & MAIN STREET
                            WINDSOR, NEW JERSEY 08561
                     (Name and address of agent for service)

                                 (609) 426-1000
          (Telephone number, including area code of agent for service)

                                       1
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Securities to  Amount to be        Proposed Maximum     Proposed Maximum         Amount of Registration
be Registered           Registered          Offering Price Per   Aggregate Offering       Fee
                                            Share (1)            Price

--------------------------------------------------------------------------------------------------------------------
Common Stock, no par
value per share and
interests of            140,000             $15.40               $2,156,000               $174
participation in the
Plan
====================================================================================================================
(1) Estimated solely for the purpose of calculating the registration
fee.

         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 to prevent dilution resulting from certain capital changes
affecting the Registrant.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "SEC"). Reports, proxy statements and other
information concerning the Company filed with the SEC may be inspected and
copies may be obtained (at prescribed rates) at the SEC's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Website that contains copies of such material. The
address of the Commission's Website is http://www.sec.gov.

         The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:

                  (a) the Company's Annual Report on Form 10-KSB for the year
                  ended December 31, 2002.

                  (b) the Company's Current Reports on Form 8-K dated April 23,
                  2003 and January 28, 2003.

                  (c) the description of the Company's Common Stock, no par
                  value per share, contained in the Company's Registration
                  Statement on Form 8-A, File No. 000-32949, as filed with the
                  Securities and Exchange Commission on July 2, 2001, to
                  register the Common Stock under Section 12(g) of the Exchange
                  Act

         In addition, all documents subsequently filed by the Company with the
SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange Act after the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the respective date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
is deemed to be incorporated by reference herein modified or superseded such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

                                       3
Article VI of the Corporation's Certificate of Incorporation provides
as follows:

            Subject to the following, a director or officer of the Corporation
         shall not be personally liable to the Corporation or its shareholders
         for damages for breach of any duty owed to the Corporation or its
         shareholders. The preceding sentence shall not relieve a director or
         officer from liability for any breach of duty based upon an act or
         omission (i) in breach of such person's duty of loyalty to the
         Corporation or its shareholders, (ii) not in good faith or involving a
         knowing violation of law, or (iii) resulting in receipt by such person
         of an improper personal benefit. If the New Jersey Business Corporation
         Act is amended to authorize corporate action further eliminating or
         limiting the personal liability of directors or officers, then the
         liability of a director or officer or both of the Corporation shall be
         eliminated or limited to the fullest extent permitted by the New Jersey
         Business Corporation Act as so amended. Any amendment to this
         Certificate of Incorporation, or change in law which authorizes this
         paragraph shall not adversely affect any then existing right or
         protection of a director or officer of the Corporation.

Article VII of the Corporation's Certificate of Incorporation provides as
follows:

                  The Corporation shall indemnify its officers, directors,
         employees and agents and former officers, directors, employees and
         agents, and any other persons serving at the request of the Corporation
         as an officer, director, employee or agent of another corporation,
         association, partnership, joint venture, trust, or other enterprise,
         against expenses (including attorneys' fees, judgments, fines and
         amounts paid in settlement) incurred in connection with any pending or
         threatened action, suit, or proceeding, whether civil, criminal,
         administrative or investigative, with respect to which such officer,
         director, employee, agent or other person is a party, or is threatened
         to be made a party, to the full extent permitted by the New Jersey
         Business Corporation Act. The indemnification provided herein (i) shall
         not be deemed exclusive of any other right to which any person seeking
         indemnification may be entitled under any by-law, agreement, or vote of
         shareholders or disinterested directors or otherwise, both as to action
         in his or her official capacity and as to action in any other capacity,
         and (ii) shall inure to the benefit of the heirs, executors, and the
         administrators of any such person. The Corporation shall have the
         power, but shall not be obligated, to purchase and maintain insurance
         on behalf of any person or persons enumerated above against any
         liability asserted against or incurred by them or any of them arising
         out of their status as corporate directors, officers, employees, or
         agents whether or not the Corporation would have the power to indemnify
         them against such liability under the provisions of this article.

                  The Corporation shall, from time to time, reimburse or advance
         to any person referred to in this article the funds necessary for
         payment of expenses, including attorneys' fees, incurred in connection
         with any action, suit or proceeding referred to in this article, upon
         receipt of a written undertaking by or on behalf of such person to
         repay such amount(s) if a judgment or other final adjudication adverse
         to the director or officer establishes that the director's or officer's
         acts or omissions (i) constitute a breach of the director's or
         officer's duty of loyalty to the corporation or its shareholders, (ii)
         were not in good faith, (iii) involved a knowing violation of law, (iv)
         resulted in the director or officer receiving an improper personal
         benefit, or (v) were otherwise of such a character that New Jersey law
         would require that such amount(s) be repaid.

Item 7.   Exemption From Registration Claimed.

         Not applicable.

                                       4
Item 8.   Exhibits.

         The following exhibits are filed with this Registration Statement.

                  Exhibit
                  Number     Description of Exhibit
                  -------    ----------------------

                  4          2003 Stock Option Plan (1)

                  5          Opinion of Windels Marx Lane & Mittendorf, LLP

                  23(a)      Consent of Grant Thornton LLP

                  23(b)      Consent of Windels Marx Lane & Mittendorf, LLP
                             (included in the Opinion filed as Exhibit 5 hereto)

                  _______________________
                  (1) Incorporated by reference from Exhibit A to the Company's
                  definitive proxy statement on Schedule 14A for the 2003 Annual
                  Meeting of Shareholders, as filed with the Securities and
                  Exchange Commission on March 28, 2003.

Item 9.   Undertakings.

         (a)    The undersigned registrant hereby undertakes:

                (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 Securities Act of 1933;

                         (ii) To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental
                change in the information set forth in the Registration
                Statement;

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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

                                       5
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the company pursuant to the foregoing provisions, or otherwise, the
company has been advised that in the opinion of the Securities and Exchange
Commission 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 company of expenses
incurred or paid by a director, officer of controlling person of the company 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 company 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.

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Windsor, State of New Jersey, on the 9th day of
May, 2003. 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 date indicated.

FIRST WASHINGTON FINANCIALCORP

Abraham S. Opatut                Chairman of the Board               May 9, 2003
-----------------
ABRAHAM S. OPATUT

C. Herbert Schneider             President and CEO                   May 9, 2003
--------------------             (Principal executive officer)
C. HERBERT SCHNEIDER

Lewis H. Foulke                  Senior Vice President and CFO       May 9, 2003
---------------                  (Principal financial officer)
LEWIS H. FOULKE

Harry Horowitz                   Vice Chairman of the Board          May 9, 2003
--------------
HARRY HOROWITZ

James R. Johnson, Jr.            Director                            May 9, 2003
---------------------
JAMES R. JOHNSON, JR.

Jerry Kokes                      Director                            May 9, 2003
-----------
JERRY KOKES

Joe J. Mayes                     Director                            May 9, 2003
------------
JOE J. MAYES

Steven I. Pfeffer                Director                            May 9, 2003
-----------------
STEVEN I. PFEFFER

James N. Corcodilos              Director                            May 9, 2003
-------------------
JAMES N. CORCODILOS

Ross Wishnick                    Director                            May 9, 2003
-------------
ROSS WISHNICK

                                       7
EXHIBIT INDEX TO REGISTRATION
                             STATEMENT ON FORM S-8
                        OF FIRST WASHINGTON FINANCIALCORP

         Exhibit
         Number       Description of Exhibit
         ------       ----------------------

         4            2003 Stock Option Plan (1)

         5            Opinion of Windels Marx Lane & Mittendorf, LLP

         23(a)        Consent of Grant Thornton LLP

         23(b)        Consent of Windels Marx Lane & Mittendorf, LLP (included
                      in the Opinion filed as Exhibit 5 hereto)
                  _________________________
                  (1) Incorporated by reference from Exhibit A to the Company's
                      definitive proxy statement on Schedule 14A for the 2003
                      Annual Meeting of Shareholders, as filed with the
                      Securities and Exchange Commission on March 28, 2003.

                                       8