<PAGE>   1
                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          RAMAPO FINANCIAL CORPORATION
               (Exact name of issuer as specified in its charter)

           NEW JERSEY                                       22-1946561
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)

64 MOUNTAIN VIEW BOULEVARD, WAYNE, NEW JERSEY                  07470
(Address of Principal Executive Offices)                     (Zip Code)

                          RAMAPO FINANCIAL CORPORATION
                         1995 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                               MORTIMER J. O'SHEA
               64 MOUNTAIN VIEW BOULEVARD, WAYNE, NEW JERSEY 07470
                     (Name and address of agent for service)

                                 (201) 305-4101
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                              Proposed       Proposed
 Title of                     maximum        maximum
securities      Amount        offering       aggregate      Amount of
  to be         to be          price         offering      registration
registered    registered      per share       price            fee
<S>           <C>               <C>         <C>              <C>
Common Stock  750,000 sh.       $3.91*      $2,932,500*      $1,011.20*
--------------------------------------------------------------------------------
</TABLE>

*Computed in accordance with 17 C.F.R. Section 230.457(c) on the basis of the
average of the high and low prices of the Registrant's Common Stock on August 
21, 1995.


<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that have previously been filed with the
Securities and Exchange Commission under Commission File No. 0-7806 are
incorporated by reference into this Registration Statement:

         a. Annual Report on Form 10-K for the year ended December 31, 1994.

         b. Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

         All documents filed by the Company pursuant to sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, after the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The securities being registered are shares of the Registrant's Common
Stock, Par Value $1.00 Per Share.

         Dividend Rights. Holders of the Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. Since funds for the payment of dividends by
the Corporation are derived primarily from the earnings of its bank subsidiary,
The Ramapo Bank (the "Bank"). However, restrictions on the payment of dividends
by the Bank limit the amount of funds available for the payment of dividends by
the Corporation. The payment of dividends by the Bank is subject to significant
limitations imposed by federal regulations.

         Voting Rights. Holders of the Common Stock are entitled to one vote for
each share held and do not have cumulative voting rights in the election of
directors.

         Classification of the Board of Directors. The Corporation's Certificate
of Incorporation and Bylaws provide for a classified Board of Directors, with
approximately one-third of the entire Board being elected each year for terms of
three years. (See "Certain Anti-takeover Provisions," below.)

         Preemptive Rights; Redemption. Holders of the Common Stock do


<PAGE>   3



not have any preemptive rights with respect to any shares issued by the
Corporation. The Common Stock is not subject to call for redemption.

         Liquidation Rights. In the event of liquidation, holders of Common
Stock will be entitled to receive, after payment of all debts and liabilities of
the Corporation and after payment of the liquidation preference of the
Corporation's Class A Preferred Stock (See "Class A Preferred Stock," below), a
pro rata portion of all assets of the Corporation available for distribution to
holders of the Common Stock.

OTHER AUTHORIZED STOCK

         The authorized capital stock of the corporation consists of 15,000,000
shares of Common Stock, Par Value $1.00 Per Share, and 1,000,000 shares of No
Par Stock. No Par Stock may be divided into classes and into series within any
class or classes as determined by the Board of Directors and may be issued with
such rights, preferences and limitations as the Board of Directors determines.
1,950 shares have been designated as Class A Preferred Stock and have been
issued to a commercial bank in exchange for the cancellation of indebtedness of
$1,950,000. At present, 700 of the shares of Class A Preferred Stock have been
redeemed and 1,250 shares remain outstanding.

CLASS A PREFERRED STOCK

         Dividend Rights. Holders of the Class A Preferred Stock are
entitled to receive dividends when and as declared by the Board of Directors out
of funds legally available for the purpose and subject to obtaining any required
regulatory approvals thereto. In addition, no dividends shall be paid on the
Class A Preferred Stock unless, as of the last day of the calendar quarter
preceding such proposed dividend payment date, (i) the Corporation's leverage
ratio shall be equal to or greater than 4% and (ii) the leverage ratio of the
Bank shall be equal to or greater than 6%.

         Dividends are payable quarterly, in arrears, on the tenth day of
January, April, July and October. The first such payment was due on April 10,
1994 for the first calendar quarter of 1994. The amount of the dividends to be
paid shall be computed as follows: (i) for each of the first four dividend
periods, the dividends payable shall be at a rate of $60 per annum per share;
(ii) for each of the fifth through the eighth dividend periods, the dividends
payable shall be at a rate of $70 per annum per share; (iii) for each of the
ninth through the twelfth dividend periods, the dividends payable shall be at a
rate of $80 per annum per share; (iv) for the thirteenth through the sixteenth
dividend periods, the dividends payable shall be at the rate of $90 per annum
per share and (v) for the seventeenth dividend period and all dividend periods
subsequent thereto, the dividends payable shall be at the rate of $100 per annum
per share.

         Dividends on the Class A Preferred Stock are cumulative.  No


<PAGE>   4



dividend (other than stock dividends) may be declared or paid or any other
distribution ordered or made upon any class of stock ranking on par with or
junior to the Class A Preferred Stock as to dividends or liquidation rights
unless all dividends due on the Class A Preferred Stock have been paid through
the end of the last completed calendar quarter; provided, that deficiencies on
Class A Preferred Stock and any class of stock ranking on par therewith as to
dividends shall be paid on a pro rata basis. With respect to payment of
dividends, the Class A Preferred Stock ranks prior to the Common Stock.

         Voting Rights. With certain exceptions, holders of the Class A
Preferred Stock are not entitled to vote. Holders of Class A Preferred Stock may
vote as a class as to the authorization or issuance of any class of capital
stock ranking, either as to payment of dividends or distribution of assets or
redemptions, prior to the Class A Preferred Stock. Consent of the holders of the
Class A Preferred Stock is also required to alter or change in any manner the
designations, powers, preferences, rights, qualifications, limitations or
restrictions of the Class A Preferred Stock in any way that is detrimental to
the holders thereof. In addition, holders of the Class A Preferred Stock are
entitled to vote on those matters required by law to receive their consent.

         Redemption. The Corporation may, at its option, at any time, redeem any
or all of the shares of the then-outstanding Class A Preferred Stock provided
that such redemption is on a pro rata basis. In addition, if any dividends of
the Class A Preferred Stock are in arrears, the affirmative consent of all of
the holders of the Class A Preferred Stock must be obtained unless all
outstanding shares of Class A Preferred Stock are simultaneously redeemed. Any
optional redemptions will be at a price of $1,000 per share plus any accrued
dividends.

         Liquidation Rights. In the event of any liquidation of the
Corporation, the holders of Class A Preferred Stock shall be entitled to
receive, after payment of all debts and liabilities of the Corporation, an
amount equal of $1,000 per share plus any accrued dividends to the date of
payment. The Class A Preferred Stock shall rank prior to the Corporation's
Common Stock with respect to payments upon liquidation. If, upon liquidation,
there are insufficient funds available to pay the holders of shares of Class A
Preferred Stock the full amounts to which they are entitled, the holders of
Class A Preferred Stock shall share ratably in any distribution of assets.

CERTAIN ANTI-TAKEOVER PROVISIONS

         The Certificate of Incorporation (the "Certificate") and Bylaws of the
Corporation contain certain provisions which may be deemed to have a potential
anti-takeover effect. These provisions may have the effect of discouraging a
future takeover attempt which is not approved by the Board of Directors but
which the Corporation's shareholders may deem to be in their best interest or in
which shareholders may receive a substantial premium for their shares over then
current market prices. As a result, shareholders who might


<PAGE>   5


desire to participate in such a transaction may not have an opportunity to do
so. Certain of such provisions also make it more difficult for shareholders of
the Corporation to remove its Board of Directors and management.

         The following description of certain provisions of the Certificate and
Bylaws of the Corporation is necessarily general and is qualified by reference
to such Certificate and Bylaws.

         Authorized and Issued Share of Capital Stock. The Corporation currently
has authority to issue 1,000,000 shares of No Par Stock and 15,000,000 shares of
Common Stock. As of August 11, 1995, 1,250 shares of No Par Stock were
classified as "Class A Preferred Stock" and were issued and outstanding while
8,096,449 shares of Common Stock were issued and outstanding, 63,406 shares were
held as treasury shares and 6,840,145 shares were unissued. Of the shares of
unissued Common Stock, 1,281,011 shares were reserved for issuance upon exercise
of stock options. As a general matter, the existence of unissued and unreserved
shares of capital stock provides a board of directors with the ability to cause
the issuance of shares of capital stock under circumstances that might prevent
or render more difficult or costly the completion of a takeover of a company by
diluting the voting or other rights of the proposed acquiror, by creating a
substantial voting block in institutional or other hands that might undertake to
support the position of the board of directors by effecting an acquisition that
might complicate or preclude a takeover or otherwise.

         The Board of Directors also has the authority to issue shares of No Par
Stock with such terms as it deems advisable. In the event of a proposed merger,
tender offer or other attempt to gain control of the Corporation which the Board
of Directors does not approve, the Board of Directors could authorize and issue
a series of No Par Stock with rights and preferences which could impede the
completion of such a transaction. An effect of the possible issuance of No Par
Stock, therefore, may be to deter a future takeover attempt.

         Special Voting Requirements for Certain Business Combinations.
The Corporation is governed by special voting procedures that apply to certain
business combinations between the Corporation and major shareholders. The
purpose of such provisions is to protect the Corporation and its shareholders
against hostile takeovers by requiring that certain criteria are satisfied.

         The Certificate defines a "Business Combination" as a merger or
consolidation, a sale of 10% or more of the consolidated assets of the
Corporation and its subsidiaries in one transaction or a series of related
transactions, the issuance of equity securities or securities convertible into
equity securities of the Corporation and/or one or more of its subsidiaries, a
reclassification or recapitalization involving stock of the Corporation and/or
one or more of its subsidiaries, and/or a redemption of shares of outstanding
stock by the Corporation and/or its subsidiaries, if a Major Shareholder
(defined below) exists at the time of any such


<PAGE>   6


transactions or combination of transactions, or if a shareholder or group of
shareholders becomes a Major Shareholder as a result of such transactions or
combination of transactions. The Certificate defines a "Major Shareholder" as
any individual, group of individuals, partnership, trust, corporation or other
business entity or combination of such persons acting in concert with respect to
the Corporation's stock which is the beneficial owner of 5% or more of the total
combined voting power of all classes of outstanding stock of the Corporation
entitled to vote.

         The Certificate provides that no Business Combination shall occur with
a Major Shareholder unless either: (i) the Business Combination is approved by
two-thirds (2/3) of the members of the Board of Directors, in addition to such
shareholders' approval (if any) as may be required by law or with respect to
such a transaction; or (ii) the Business Combination is approved by the holders
of at least 80% of the outstanding stock entitled to vote and not held by such
Major Shareholder.

         Other Supermajority Votes. The Certificate provides that its provisions
imposing special voting requirements on Business Combinations with Major
Shareholders and relating to the number and classification of directors,
described below, may not be amended, altered or repeated except upon the
affirmative vote of the holders of: (i) at least 80% of the outstanding stock
entitled to vote; and (ii) at least 80% of the outstanding stock entitled to
vote and not held by any Major Shareholder. These percentages exceed the
stockholder voting requirements that would otherwise be required by New Jersey
law for the repeal or amendment of the Certificate.

         Board of Directors. The Certificate provides that the Board of
Directors is divided into three classes which shall be as nearly equal in number
as possible. The directors in each class hold office following their election
for a period of three years, with one-third (1/3) of the directors coming up for
election each year. Each director serves until his or her successor is elected
and qualified.

         A classified Board of Directors could make it more difficult for
shareholders, including those holding a majority of the outstanding shares of
Common Stock, to force an immediate change in the composition of a majority of
the Board of Directors. Because the terms of only one-third (1/3) of the
incumbent directors expire each year, it requires at least two annual elections
for the shareholders to change a majority of the directors, whereas a
non-classified Board may be completely changed in one year.

         Additionally, the Bylaws of the Corporation provide that any vacancy
occurring in the Board of Directors, including a vacancy created by an increase
in the number of directors, shall be filled by a majority vote of the directors
then in office until the next annual meeting of stockholders, even though less
than a quorum of the Board, or even by a sole remaining director. The Board of
Directors has authority to increase the number of directors by not more than 2
members at any time, and to fill the vacancies created by such


<PAGE>   7


increase, thereby making it more difficult for the shareholders to gain control
of the Board.

         Removal of Directors. The Certificate provides that no amendment to the
Certificate permitting the removal of one or more or all of the directors
without cause shall be adopted unless such amendment shall have been approved by
the holders of (i) at least 80% of the outstanding stock entitled to vote and
(ii) at least 80% of the outstanding stock entitled to vote and not held by any
Major Shareholder.

         Limitations on Call of Meeting of Shareholders. The Bylaws of
the Corporation provide that special meetings of shareholders can be called by
the Corporation's Board of Directors. Shareholders are not authorized in the
Certificate to call a special meeting.

         Absence of Cumulative Voting. The Certificate of the Corporation does
not provide for cumulative voting. The absence of cumulative voting rights
effectively means that the holders of a majority of shares voted at a meeting of
shareholders may, if they so choose, elect all directors of the Corporation to
be elected at that meeting, thus precluding minority shareholder representation
on the Corporation's Board of Directors.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The law firm of Williams, Caliri, Miller & Otley ("WCMO"), which has
rendered an opinion as to the legality of the securities being registered,
serves as the Corporation's general counsel.

         Victor C. Otley, Jr., a director and vice president of WCMO, has served
as a director of the Corporation since 1974 and as a director of the
Corporation's primary operating subsidiary, The Ramapo Bank, since 1970. From
September 1993 to March 1994, Mr. Otley served as President and Chief Executive
Officer of the Corporation and Chairman of the Board and Chief Executive Officer
of The Ramapo Bank on a temporary basis. In January 1994, Mr. Otley became
Chairman of the Board of the Corporation and continues to serve in that
capacity.

         Richard S. Miller, a director and the president of WCMO, has served as
a director of the Corporation since 1974 and as a director of The Ramapo Bank
since 1970.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VI(a) of the Corporation's Bylaws provides that the Corporation
shall indemnify any person who is or was an officer or director of the
Corporation, or the legal representative of any such officer or director,
against reasonable costs, disbursements and expenses, reasonable counsel fees
and amounts paid or incurred in satisfaction of settlements, judgments, fines
and penalties, in connection with any proceeding involving such director or
officer by reason of his having been a director or officer, other than a


<PAGE>   8


proceeding by or in the right of the Corporation, if:

         (i) such individual 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

         (ii) with respect to any criminal proceeding, such director or officer
         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 director or officer did not meet the applicable standards
of conduct set forth in subparagraphs (i) and (ii) above. No indemnification
called for by this paragraph shall be made by the Corporation unless authorized
in the specific case upon a determination that indemnification is proper in the
circumstances because the director or officer met the standard of conduct set
forth in subparagraph (i) and, if applicable, (ii) above. Such determination
shall be made:

         (1) by the Board of Directors acting by a quorum of directors who were
         not parties to the proceeding; or

         (2) if such a quorum is not obtainable, or, even if obtainable and a
         quorum of the disinterested directors so directs, by independent legal
         counsel in a written opinion; or

         (3) by the Corporation's shareholders.

         Article VI(b) provides that, provided a specific determination has been
made, or court order entered, the Corporation shall indemnify any person who is
or was a director or officer for reasonable costs, disbursements and counsel
fees in connection with any proceeding by or in the right of the Corporation to
procure a judgment in its favor which involves such director or officer by
reason of his being or having been such director or officer, 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 Corporation. However, no such indemnification shall be provided
in respect of any claim, issue or matter as to which such director or officer
shall have been adjudged to be liable for negligence or misconduct, unless and
only to the extent that the court in which such proceeding was brought shall
determine upon application that despite the adjudication of liability, in view
of all circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such reasonable costs, disbursements and
counsel fees as the court shall deem proper. No indemnification called for by
paragraph VI(b) shall be made by the Corporation unless ordered by a court, or
unless authorized in the specific case upon a determination that indemnification
is proper in the circumstances because the director or officer met the standard
of conduct set forth in paragraph VI(b). Such determination shall be in one of
the three methods referred to in paragraph (a) of Article VI.


<PAGE>   9



         Article VI(c) provides that notwithstanding the requirements of
paragraph (a) and (b) of Article VI, the Corporation shall in all cases
indemnify any person who is or was a director or officer of the Corporation
against reasonable costs, disbursements and counsel fees to the extent such
director or officer has been successful on the merits or otherwise in any
proceeding referred to in paragraphs (a) and (b) of Article VI or in defense of
any claim, issue or matter therein.

         Article VI(d) provides that reasonable costs, disbursements and counsel
fees incurred by a director or officer of the Corporation in connection with a
proceeding may be paid by the Corporation in advance of the final disposition of
the proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified as provided in Article VI.

         The indemnification provided by Article VI shall be in addition to, and
not exclusive of, any other rights to which a director or officer, or any rights
to which an employee or agent, of the Corporation may be entitled under New
Jersey law, any agreement, any vote of shareholders, or otherwise.

         Article IX of the Bylaws of the Corporation's bank subsidiary, The
Ramapo Bank (the "Bank"), provides that any present or future director or
officer of the Bank, or the legal representative of any such director or
officer, shall be indemnified by the Bank against reasonable costs, expenses
(exclusive of any amount paid to the Bank in settlement), and counsel fees paid
or incurred in connection with any action, suit or proceeding to which any such
director or officer, or his legal representative, may be made a party by reason
of his being or having been such director of officer; provided (1) said
indemnification is recommended by Bank's counsel; (2) said action, suit or
proceeding shall be prosecuted against such director or officer or against his
legal representative to final determination, and it shall not be finally
adjudged in said action, suit or proceeding that he had been derelict in the
performance of his duties as such director or officer; or (3) said action, suit
or proceeding shall be settled or otherwise terminated as against such director
or officer or his legal representative without a final determination of the
merits, and it shall be determined by the Board of Directors, or the
stockholders in the event a majority of the directors are defendants in said
action, suit or proceeding,that said director or officer had not, in any
substantial way, been derelict in the performance of his duties as charged in
such action, suit or proceeding. The privilege and power conferred by such
Article IX shall be in addition to and not in restriction or limitation of any
other privilege or power which a banking corporation of the State of New Jersey
may have with respect to the indemnification or reimbursement of directors,
officers or employees.

         Section 14A:3-5 of the New Jersey Business Corporation Act (the
"NJBCA") provides that a corporation may indemnify a director, officer, employee
or agent (a "corporate agent") against expenses and


<PAGE>   10


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 corporation, 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 applicable standards of
conduct.

         A corporation may indemnify a corporate agent against his expenses in
connection with any proceeding or in the right of the corporation to procure a
judgment in its favor which involves the corporate agent by reason for his being
or having been such a 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
corporation. 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 corporation, unless and only to the
extent that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of liability, but
in view of all circumstances of the case, such corporate agent is fairly and
reasonably entitled to indemnity for such expenses as the Superior Court or such
other court shall deem proper.

         A corporation must 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 above or in defense of any claim, issue or matter
therein.

         Such indemnification may be made by the corporation 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 the NJBCA. Unless otherwise provided in the corporation's
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


<PAGE>   11


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.

         Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceedings 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 he is not entitled to be indemnified.

         If a corporation upon application of a corporate agent has failed or
refused to provide indemnification as required or permitted under the NJBCA, the
corporate agent may apply to a court for an award of indemnification by the
corporation and such court may award indemnification to the extent authorized
under the NJBCA and shall award indemnification to the extent required under the
NJBCA notwithstanding any contrary determination which may have been made by the
board of directors, independent legal counsel or by the shareholders of the
corporation. The court may allow reasonable expenses prior to a final judgment
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.

         Generally, no indemnification shall be made or expenses advanced by a
corporation, 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 corporation
or the rights of indemnification to which a corporate agent may be entitled.

         In addition, the Corporation maintains a director and officer liability
insurance policy covering the Corporation and its subsidiaries with a maximum
aggregate limit of liability per annual policy period of $2.5 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are being filed with this Registration
Statement:

         4.1      Restated Certificate of Incorporation. (Incorporated by
                  reference to Exhibit 3.1 to the Registrant's Registration
                  Statement on Form S-1, filed April 22,

<PAGE>   12



                  1994, as subsequently amended (Registration No. 33-78066).)

         4.2      Bylaws. (Incorporated by reference for Exhibit 3b to the
                  Registrant's Registration Statement on Form S-1 filed with the
                  SEC on June 10, 1985 (Registration No. 2-98280), Exhibit 28(a)
                  to the Registrant's Form 8-K dated June 20, 1985 and Exhibit
                  10.1 to the Registrant's Form 8-K dated February 27, 1991.)

         5.1      Opinion of Williams, Caliri, Miller & Otley, a Professional
                  Corporation, as to the legality of the securities being
                  registered.

         23.1     Consent of Williams, Caliri, Miller & Otley, a Professional
                  Corporation (included in Exhibit 5.l).

         23.2     Consent of Arthur Andersen, L.L.P.

         25.1     Power of Attorney of Certain Directors and Officers (included
                  on signature page of this Registration Statement).

         99.1     Ramapo Financial Corporation 1995 Employee Stock Option Plan.

ITEM 9.  UNDERTAKINGS.

         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 this 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 (1)(i) and (1)(ii) above do not
apply if 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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by


<PAGE>   13


reference in the Registration Statement.

         (2) That, for the 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.

         (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
the offering.

         (4) 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 Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
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.

                                   SIGNATURES

         Pursuant to the requirement 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 Municipality of Wayne, State of New Jersey, on August 22,
1995.


<PAGE>   14



                                             RAMAPO FINANCIAL CORPORATION

                                             By: /s/ Mortimer J. O'Shea
                                                 -------------------------------
                                                 Mortimer J. O'Shea, President,
                                                 Chief Executive Officer and
                                                 Director


         We, the undersigned directors and officers of Ramapo Financial
Corporation, do hereby jointly and severally appoint Mortimer J. O'Shea our true
and lawful attorney and agent, to do any and all acts and things in our names
and on our behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our names in the capacities indicated below,
which said attorney and agent may deem necessary or advisable to enable Ramapo
Financial Corporation to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on Form S-8,
including specifically but without limitation, power of authority to sign for us
or any of us, in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) and supplements hereto, and we
do each hereby ratify and confirm all that said attorney and agent shall 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 date indicated.

Date:  August 22, 1995         
      ---------------------
                                     /s/ Erwin D. Knauer
                                    ----------------------------
                                    ERWIN D. KNAUER, Senior Vice
                                       President and Director

Date:  August 22, 1995         
      ---------------------
                                     /s/ Richard S. Miller         
                                    ----------------------------
                                    RICHARD S. MILLER, Director

Date:  August 22, 1995         
      ---------------------
                                     /s/ Mortimer J. O'Shea        
                                    ----------------------------
                                    MORTIMER J. O'SHEA, President
                                       Chief Executive Officer
                                            and Director


<PAGE>   15



Date:  August 22, 1995         
      ----------------------
                                            /s/ Louis S. Miller             
                                           --------------------------------
                                           LOUIS S. MILLER, Director

Date:  August 22, 1995         
      ----------------------
                                            /s/ Paul L. Starman             
                                           --------------------------------
                                           PAUL L. STARMAN, Senior Credit
                                              Officer

Date:  August 22, 1995         
      ----------------------
                                            /s/ Walter A. Wojcik, Jr.       
                                           --------------------------------
                                           WALTER A. WOJCIK, JR., Treasurer


<PAGE>   16

                                  EXHIBIT INDEX

         The documents listed below are being filed as Exhibits to the within
Registration Statement on Form S-8.

<TABLE>
<CAPTION>
Number                                     Title
------                                     -----
<S>                               <C>
5.1                               Opinion of Williams, Caliri, Miller & Otley,
                                  a Professional Corporation, as to the legality
                                  of the securities being registered


23.2                              Consent of Arthur Andersen, L.L.P.


99.1                              Ramapo Financial Corporation 1995 Employee 
                                  Stock Option Plan


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 40853}]
1
                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          RAMAPO FINANCIAL CORPORATION
               (Exact name of issuer as specified in its charter)

           NEW JERSEY                                       22-1946561
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)

64 MOUNTAIN VIEW BOULEVARD, WAYNE, NEW JERSEY                  07470
(Address of Principal Executive Offices)                     (Zip Code)

                          RAMAPO FINANCIAL CORPORATION
                         1995 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                               MORTIMER J. O'SHEA
               64 MOUNTAIN VIEW BOULEVARD, WAYNE, NEW JERSEY 07470
                     (Name and address of agent for service)

                                 (201) 305-4101
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                              Proposed       Proposed
 Title of                     maximum        maximum
securities      Amount        offering       aggregate      Amount of
  to be         to be          price         offering      registration
registered    registered      per share       price            fee
Common Stock  750,000 sh.       $3.91*      $2,932,500*      $1,011.20*
--------------------------------------------------------------------------------
*Computed in accordance with 17 C.F.R. Section 230.457(c) on the basis of the
average of the high and low prices of the Registrant's Common Stock on August 
21, 1995.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that have previously been filed with the
Securities and Exchange Commission under Commission File No. 0-7806 are
incorporated by reference into this Registration Statement:

         a. Annual Report on Form 10-K for the year ended December 31, 1994.

         b. Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

         All documents filed by the Company pursuant to sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, after the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The securities being registered are shares of the Registrant's Common
Stock, Par Value $1.00 Per Share.

         Dividend Rights. Holders of the Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. Since funds for the payment of dividends by
the Corporation are derived primarily from the earnings of its bank subsidiary,
The Ramapo Bank (the "Bank"). However, restrictions on the payment of dividends
by the Bank limit the amount of funds available for the payment of dividends by
the Corporation. The payment of dividends by the Bank is subject to significant
limitations imposed by federal regulations.

         Voting Rights. Holders of the Common Stock are entitled to one vote for
each share held and do not have cumulative voting rights in the election of
directors.

         Classification of the Board of Directors. The Corporation's Certificate
of Incorporation and Bylaws provide for a classified Board of Directors, with
approximately one-third of the entire Board being elected each year for terms of
three years. (See "Certain Anti-takeover Provisions," below.)

         Preemptive Rights; Redemption. Holders of the Common Stock do
3

not have any preemptive rights with respect to any shares issued by the
Corporation. The Common Stock is not subject to call for redemption.

         Liquidation Rights. In the event of liquidation, holders of Common
Stock will be entitled to receive, after payment of all debts and liabilities of
the Corporation and after payment of the liquidation preference of the
Corporation's Class A Preferred Stock (See "Class A Preferred Stock," below), a
pro rata portion of all assets of the Corporation available for distribution to
holders of the Common Stock.

OTHER AUTHORIZED STOCK

         The authorized capital stock of the corporation consists of 15,000,000
shares of Common Stock, Par Value $1.00 Per Share, and 1,000,000 shares of No
Par Stock. No Par Stock may be divided into classes and into series within any
class or classes as determined by the Board of Directors and may be issued with
such rights, preferences and limitations as the Board of Directors determines.
1,950 shares have been designated as Class A Preferred Stock and have been
issued to a commercial bank in exchange for the cancellation of indebtedness of
$1,950,000. At present, 700 of the shares of Class A Preferred Stock have been
redeemed and 1,250 shares remain outstanding.

CLASS A PREFERRED STOCK

         Dividend Rights. Holders of the Class A Preferred Stock are
entitled to receive dividends when and as declared by the Board of Directors out
of funds legally available for the purpose and subject to obtaining any required
regulatory approvals thereto. In addition, no dividends shall be paid on the
Class A Preferred Stock unless, as of the last day of the calendar quarter
preceding such proposed dividend payment date, (i) the Corporation's leverage
ratio shall be equal to or greater than 4% and (ii) the leverage ratio of the
Bank shall be equal to or greater than 6%.

         Dividends are payable quarterly, in arrears, on the tenth day of
January, April, July and October. The first such payment was due on April 10,
1994 for the first calendar quarter of 1994. The amount of the dividends to be
paid shall be computed as follows: (i) for each of the first four dividend
periods, the dividends payable shall be at a rate of $60 per annum per share;
(ii) for each of the fifth through the eighth dividend periods, the dividends
payable shall be at a rate of $70 per annum per share; (iii) for each of the
ninth through the twelfth dividend periods, the dividends payable shall be at a
rate of $80 per annum per share; (iv) for the thirteenth through the sixteenth
dividend periods, the dividends payable shall be at the rate of $90 per annum
per share and (v) for the seventeenth dividend period and all dividend periods
subsequent thereto, the dividends payable shall be at the rate of $100 per annum
per share.

         Dividends on the Class A Preferred Stock are cumulative.  No
4

dividend (other than stock dividends) may be declared or paid or any other
distribution ordered or made upon any class of stock ranking on par with or
junior to the Class A Preferred Stock as to dividends or liquidation rights
unless all dividends due on the Class A Preferred Stock have been paid through
the end of the last completed calendar quarter; provided, that deficiencies on
Class A Preferred Stock and any class of stock ranking on par therewith as to
dividends shall be paid on a pro rata basis. With respect to payment of
dividends, the Class A Preferred Stock ranks prior to the Common Stock.

         Voting Rights. With certain exceptions, holders of the Class A
Preferred Stock are not entitled to vote. Holders of Class A Preferred Stock may
vote as a class as to the authorization or issuance of any class of capital
stock ranking, either as to payment of dividends or distribution of assets or
redemptions, prior to the Class A Preferred Stock. Consent of the holders of the
Class A Preferred Stock is also required to alter or change in any manner the
designations, powers, preferences, rights, qualifications, limitations or
restrictions of the Class A Preferred Stock in any way that is detrimental to
the holders thereof. In addition, holders of the Class A Preferred Stock are
entitled to vote on those matters required by law to receive their consent.

         Redemption. The Corporation may, at its option, at any time, redeem any
or all of the shares of the then-outstanding Class A Preferred Stock provided
that such redemption is on a pro rata basis. In addition, if any dividends of
the Class A Preferred Stock are in arrears, the affirmative consent of all of
the holders of the Class A Preferred Stock must be obtained unless all
outstanding shares of Class A Preferred Stock are simultaneously redeemed. Any
optional redemptions will be at a price of $1,000 per share plus any accrued
dividends.

         Liquidation Rights. In the event of any liquidation of the
Corporation, the holders of Class A Preferred Stock shall be entitled to
receive, after payment of all debts and liabilities of the Corporation, an
amount equal of $1,000 per share plus any accrued dividends to the date of
payment. The Class A Preferred Stock shall rank prior to the Corporation's
Common Stock with respect to payments upon liquidation. If, upon liquidation,
there are insufficient funds available to pay the holders of shares of Class A
Preferred Stock the full amounts to which they are entitled, the holders of
Class A Preferred Stock shall share ratably in any distribution of assets.

CERTAIN ANTI-TAKEOVER PROVISIONS

         The Certificate of Incorporation (the "Certificate") and Bylaws of the
Corporation contain certain provisions which may be deemed to have a potential
anti-takeover effect. These provisions may have the effect of discouraging a
future takeover attempt which is not approved by the Board of Directors but
which the Corporation's shareholders may deem to be in their best interest or in
which shareholders may receive a substantial premium for their shares over then
current market prices. As a result, shareholders who might
5

desire to participate in such a transaction may not have an opportunity to do
so. Certain of such provisions also make it more difficult for shareholders of
the Corporation to remove its Board of Directors and management.

         The following description of certain provisions of the Certificate and
Bylaws of the Corporation is necessarily general and is qualified by reference
to such Certificate and Bylaws.

         Authorized and Issued Share of Capital Stock. The Corporation currently
has authority to issue 1,000,000 shares of No Par Stock and 15,000,000 shares of
Common Stock. As of August 11, 1995, 1,250 shares of No Par Stock were
classified as "Class A Preferred Stock" and were issued and outstanding while
8,096,449 shares of Common Stock were issued and outstanding, 63,406 shares were
held as treasury shares and 6,840,145 shares were unissued. Of the shares of
unissued Common Stock, 1,281,011 shares were reserved for issuance upon exercise
of stock options. As a general matter, the existence of unissued and unreserved
shares of capital stock provides a board of directors with the ability to cause
the issuance of shares of capital stock under circumstances that might prevent
or render more difficult or costly the completion of a takeover of a company by
diluting the voting or other rights of the proposed acquiror, by creating a
substantial voting block in institutional or other hands that might undertake to
support the position of the board of directors by effecting an acquisition that
might complicate or preclude a takeover or otherwise.

         The Board of Directors also has the authority to issue shares of No Par
Stock with such terms as it deems advisable. In the event of a proposed merger,
tender offer or other attempt to gain control of the Corporation which the Board
of Directors does not approve, the Board of Directors could authorize and issue
a series of No Par Stock with rights and preferences which could impede the
completion of such a transaction. An effect of the possible issuance of No Par
Stock, therefore, may be to deter a future takeover attempt.

         Special Voting Requirements for Certain Business Combinations.
The Corporation is governed by special voting procedures that apply to certain
business combinations between the Corporation and major shareholders. The
purpose of such provisions is to protect the Corporation and its shareholders
against hostile takeovers by requiring that certain criteria are satisfied.

         The Certificate defines a "Business Combination" as a merger or
consolidation, a sale of 10% or more of the consolidated assets of the
Corporation and its subsidiaries in one transaction or a series of related
transactions, the issuance of equity securities or securities convertible into
equity securities of the Corporation and/or one or more of its subsidiaries, a
reclassification or recapitalization involving stock of the Corporation and/or
one or more of its subsidiaries, and/or a redemption of shares of outstanding
stock by the Corporation and/or its subsidiaries, if a Major Shareholder
(defined below) exists at the time of any such
6

transactions or combination of transactions, or if a shareholder or group of
shareholders becomes a Major Shareholder as a result of such transactions or
combination of transactions. The Certificate defines a "Major Shareholder" as
any individual, group of individuals, partnership, trust, corporation or other
business entity or combination of such persons acting in concert with respect to
the Corporation's stock which is the beneficial owner of 5% or more of the total
combined voting power of all classes of outstanding stock of the Corporation
entitled to vote.

         The Certificate provides that no Business Combination shall occur with
a Major Shareholder unless either: (i) the Business Combination is approved by
two-thirds (2/3) of the members of the Board of Directors, in addition to such
shareholders' approval (if any) as may be required by law or with respect to
such a transaction; or (ii) the Business Combination is approved by the holders
of at least 80% of the outstanding stock entitled to vote and not held by such
Major Shareholder.

         Other Supermajority Votes. The Certificate provides that its provisions
imposing special voting requirements on Business Combinations with Major
Shareholders and relating to the number and classification of directors,
described below, may not be amended, altered or repeated except upon the
affirmative vote of the holders of: (i) at least 80% of the outstanding stock
entitled to vote; and (ii) at least 80% of the outstanding stock entitled to
vote and not held by any Major Shareholder. These percentages exceed the
stockholder voting requirements that would otherwise be required by New Jersey
law for the repeal or amendment of the Certificate.

         Board of Directors. The Certificate provides that the Board of
Directors is divided into three classes which shall be as nearly equal in number
as possible. The directors in each class hold office following their election
for a period of three years, with one-third (1/3) of the directors coming up for
election each year. Each director serves until his or her successor is elected
and qualified.

         A classified Board of Directors could make it more difficult for
shareholders, including those holding a majority of the outstanding shares of
Common Stock, to force an immediate change in the composition of a majority of
the Board of Directors. Because the terms of only one-third (1/3) of the
incumbent directors expire each year, it requires at least two annual elections
for the shareholders to change a majority of the directors, whereas a
non-classified Board may be completely changed in one year.

         Additionally, the Bylaws of the Corporation provide that any vacancy
occurring in the Board of Directors, including a vacancy created by an increase
in the number of directors, shall be filled by a majority vote of the directors
then in office until the next annual meeting of stockholders, even though less
than a quorum of the Board, or even by a sole remaining director. The Board of
Directors has authority to increase the number of directors by not more than 2
members at any time, and to fill the vacancies created by such
7

increase, thereby making it more difficult for the shareholders to gain control
of the Board.

         Removal of Directors. The Certificate provides that no amendment to the
Certificate permitting the removal of one or more or all of the directors
without cause shall be adopted unless such amendment shall have been approved by
the holders of (i) at least 80% of the outstanding stock entitled to vote and
(ii) at least 80% of the outstanding stock entitled to vote and not held by any
Major Shareholder.

         Limitations on Call of Meeting of Shareholders. The Bylaws of
the Corporation provide that special meetings of shareholders can be called by
the Corporation's Board of Directors. Shareholders are not authorized in the
Certificate to call a special meeting.

         Absence of Cumulative Voting. The Certificate of the Corporation does
not provide for cumulative voting. The absence of cumulative voting rights
effectively means that the holders of a majority of shares voted at a meeting of
shareholders may, if they so choose, elect all directors of the Corporation to
be elected at that meeting, thus precluding minority shareholder representation
on the Corporation's Board of Directors.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The law firm of Williams, Caliri, Miller & Otley ("WCMO"), which has
rendered an opinion as to the legality of the securities being registered,
serves as the Corporation's general counsel.

         Victor C. Otley, Jr., a director and vice president of WCMO, has served
as a director of the Corporation since 1974 and as a director of the
Corporation's primary operating subsidiary, The Ramapo Bank, since 1970. From
September 1993 to March 1994, Mr. Otley served as President and Chief Executive
Officer of the Corporation and Chairman of the Board and Chief Executive Officer
of The Ramapo Bank on a temporary basis. In January 1994, Mr. Otley became
Chairman of the Board of the Corporation and continues to serve in that
capacity.

         Richard S. Miller, a director and the president of WCMO, has served as
a director of the Corporation since 1974 and as a director of The Ramapo Bank
since 1970.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VI(a) of the Corporation's Bylaws provides that the Corporation
shall indemnify any person who is or was an officer or director of the
Corporation, or the legal representative of any such officer or director,
against reasonable costs, disbursements and expenses, reasonable counsel fees
and amounts paid or incurred in satisfaction of settlements, judgments, fines
and penalties, in connection with any proceeding involving such director or
officer by reason of his having been a director or officer, other than a
8

proceeding by or in the right of the Corporation, if:

         (i) such individual 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

         (ii) with respect to any criminal proceeding, such director or officer
         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 director or officer did not meet the applicable standards
of conduct set forth in subparagraphs (i) and (ii) above. No indemnification
called for by this paragraph shall be made by the Corporation unless authorized
in the specific case upon a determination that indemnification is proper in the
circumstances because the director or officer met the standard of conduct set
forth in subparagraph (i) and, if applicable, (ii) above. Such determination
shall be made:

         (1) by the Board of Directors acting by a quorum of directors who were
         not parties to the proceeding; or

         (2) if such a quorum is not obtainable, or, even if obtainable and a
         quorum of the disinterested directors so directs, by independent legal
         counsel in a written opinion; or

         (3) by the Corporation's shareholders.

         Article VI(b) provides that, provided a specific determination has been
made, or court order entered, the Corporation shall indemnify any person who is
or was a director or officer for reasonable costs, disbursements and counsel
fees in connection with any proceeding by or in the right of the Corporation to
procure a judgment in its favor which involves such director or officer by
reason of his being or having been such director or officer, 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 Corporation. However, no such indemnification shall be provided
in respect of any claim, issue or matter as to which such director or officer
shall have been adjudged to be liable for negligence or misconduct, unless and
only to the extent that the court in which such proceeding was brought shall
determine upon application that despite the adjudication of liability, in view
of all circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such reasonable costs, disbursements and
counsel fees as the court shall deem proper. No indemnification called for by
paragraph VI(b) shall be made by the Corporation unless ordered by a court, or
unless authorized in the specific case upon a determination that indemnification
is proper in the circumstances because the director or officer met the standard
of conduct set forth in paragraph VI(b). Such determination shall be in one of
the three methods referred to in paragraph (a) of Article VI.
9

         Article VI(c) provides that notwithstanding the requirements of
paragraph (a) and (b) of Article VI, the Corporation shall in all cases
indemnify any person who is or was a director or officer of the Corporation
against reasonable costs, disbursements and counsel fees to the extent such
director or officer has been successful on the merits or otherwise in any
proceeding referred to in paragraphs (a) and (b) of Article VI or in defense of
any claim, issue or matter therein.

         Article VI(d) provides that reasonable costs, disbursements and counsel
fees incurred by a director or officer of the Corporation in connection with a
proceeding may be paid by the Corporation in advance of the final disposition of
the proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified as provided in Article VI.

         The indemnification provided by Article VI shall be in addition to, and
not exclusive of, any other rights to which a director or officer, or any rights
to which an employee or agent, of the Corporation may be entitled under New
Jersey law, any agreement, any vote of shareholders, or otherwise.

         Article IX of the Bylaws of the Corporation's bank subsidiary, The
Ramapo Bank (the "Bank"), provides that any present or future director or
officer of the Bank, or the legal representative of any such director or
officer, shall be indemnified by the Bank against reasonable costs, expenses
(exclusive of any amount paid to the Bank in settlement), and counsel fees paid
or incurred in connection with any action, suit or proceeding to which any such
director or officer, or his legal representative, may be made a party by reason
of his being or having been such director of officer; provided (1) said
indemnification is recommended by Bank's counsel; (2) said action, suit or
proceeding shall be prosecuted against such director or officer or against his
legal representative to final determination, and it shall not be finally
adjudged in said action, suit or proceeding that he had been derelict in the
performance of his duties as such director or officer; or (3) said action, suit
or proceeding shall be settled or otherwise terminated as against such director
or officer or his legal representative without a final determination of the
merits, and it shall be determined by the Board of Directors, or the
stockholders in the event a majority of the directors are defendants in said
action, suit or proceeding,that said director or officer had not, in any
substantial way, been derelict in the performance of his duties as charged in
such action, suit or proceeding. The privilege and power conferred by such
Article IX shall be in addition to and not in restriction or limitation of any
other privilege or power which a banking corporation of the State of New Jersey
may have with respect to the indemnification or reimbursement of directors,
officers or employees.

         Section 14A:3-5 of the New Jersey Business Corporation Act (the
"NJBCA") provides that a corporation may indemnify a director, officer, employee
or agent (a "corporate agent") against expenses and
10

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 corporation, 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 applicable standards of
conduct.

         A corporation may indemnify a corporate agent against his expenses in
connection with any proceeding or in the right of the corporation to procure a
judgment in its favor which involves the corporate agent by reason for his being
or having been such a 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
corporation. 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 corporation, unless and only to the
extent that the Superior Court or the court in which such proceeding was brought
shall determine upon application that despite the adjudication of liability, but
in view of all circumstances of the case, such corporate agent is fairly and
reasonably entitled to indemnity for such expenses as the Superior Court or such
other court shall deem proper.

         A corporation must 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 above or in defense of any claim, issue or matter
therein.

         Such indemnification may be made by the corporation 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 the NJBCA. Unless otherwise provided in the corporation's
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
11

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.

         Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the
proceedings 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 he is not entitled to be indemnified.

         If a corporation upon application of a corporate agent has failed or
refused to provide indemnification as required or permitted under the NJBCA, the
corporate agent may apply to a court for an award of indemnification by the
corporation and such court may award indemnification to the extent authorized
under the NJBCA and shall award indemnification to the extent required under the
NJBCA notwithstanding any contrary determination which may have been made by the
board of directors, independent legal counsel or by the shareholders of the
corporation. The court may allow reasonable expenses prior to a final judgment
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.

         Generally, no indemnification shall be made or expenses advanced by a
corporation, 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 corporation
or the rights of indemnification to which a corporate agent may be entitled.

         In addition, the Corporation maintains a director and officer liability
insurance policy covering the Corporation and its subsidiaries with a maximum
aggregate limit of liability per annual policy period of $2.5 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are being filed with this Registration
Statement:

         4.1      Restated Certificate of Incorporation. (Incorporated by
                  reference to Exhibit 3.1 to the Registrant's Registration
                  Statement on Form S-1, filed April 22,
12

                  1994, as subsequently amended (Registration No. 33-78066).)

         4.2      Bylaws. (Incorporated by reference for Exhibit 3b to the
                  Registrant's Registration Statement on Form S-1 filed with the
                  SEC on June 10, 1985 (Registration No. 2-98280), Exhibit 28(a)
                  to the Registrant's Form 8-K dated June 20, 1985 and Exhibit
                  10.1 to the Registrant's Form 8-K dated February 27, 1991.)

         5.1      Opinion of Williams, Caliri, Miller & Otley, a Professional
                  Corporation, as to the legality of the securities being
                  registered.

         23.1     Consent of Williams, Caliri, Miller & Otley, a Professional
                  Corporation (included in Exhibit 5.l).

         23.2     Consent of Arthur Andersen, L.L.P.

         25.1     Power of Attorney of Certain Directors and Officers (included
                  on signature page of this Registration Statement).

         99.1     Ramapo Financial Corporation 1995 Employee Stock Option Plan.

ITEM 9.  UNDERTAKINGS.

         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 this 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 (1)(i) and (1)(ii) above do not
apply if 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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by
13

reference in the Registration Statement.

         (2) That, for the 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.

         (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
the offering.

         (4) 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 Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
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.

                                   SIGNATURES

         Pursuant to the requirement 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 Municipality of Wayne, State of New Jersey, on August 22,
1995.
14

                                             RAMAPO FINANCIAL CORPORATION

                                             By: /s/ Mortimer J. O'Shea
                                                 -------------------------------
                                                 Mortimer J. O'Shea, President,
                                                 Chief Executive Officer and
                                                 Director

         We, the undersigned directors and officers of Ramapo Financial
Corporation, do hereby jointly and severally appoint Mortimer J. O'Shea our true
and lawful attorney and agent, to do any and all acts and things in our names
and on our behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our names in the capacities indicated below,
which said attorney and agent may deem necessary or advisable to enable Ramapo
Financial Corporation to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on Form S-8,
including specifically but without limitation, power of authority to sign for us
or any of us, in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) and supplements hereto, and we
do each hereby ratify and confirm all that said attorney and agent shall 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 date indicated.

Date:  August 22, 1995         
      ---------------------
                                     /s/ Erwin D. Knauer
                                    ----------------------------
                                    ERWIN D. KNAUER, Senior Vice
                                       President and Director

Date:  August 22, 1995         
      ---------------------
                                     /s/ Richard S. Miller         
                                    ----------------------------
                                    RICHARD S. MILLER, Director

Date:  August 22, 1995         
      ---------------------
                                     /s/ Mortimer J. O'Shea        
                                    ----------------------------
                                    MORTIMER J. O'SHEA, President
                                       Chief Executive Officer
                                            and Director
15

Date:  August 22, 1995         
      ----------------------
                                            /s/ Louis S. Miller             
                                           --------------------------------
                                           LOUIS S. MILLER, Director

Date:  August 22, 1995         
      ----------------------
                                            /s/ Paul L. Starman             
                                           --------------------------------
                                           PAUL L. STARMAN, Senior Credit
                                              Officer

Date:  August 22, 1995         
      ----------------------
                                            /s/ Walter A. Wojcik, Jr.       
                                           --------------------------------
                                           WALTER A. WOJCIK, JR., Treasurer
16

                                  EXHIBIT INDEX

         The documents listed below are being filed as Exhibits to the within
Registration Statement on Form S-8.
Number                                     Title
------                                     -----
5.1                               Opinion of Williams, Caliri, Miller & Otley,
                                  a Professional Corporation, as to the legality
                                  of the securities being registered

23.2                              Consent of Arthur Andersen, L.L.P.

99.1                              Ramapo Financial Corporation 1995 Employee 
                                  Stock Option Plan