As filed with the Securities and Exchange Commission on March 9, 1998

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                        PENNFED FINANCIAL SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        22-3297339
--------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer 
 incorporation or organization)                        Identification No.)

622 Eagle Rock Avenue, West Orange, New Jersey            07052-2989
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

                            PENN FEDERAL SAVINGS BANK
                                   401(k) PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                 1100 New York Ave., N.W. Washington, D.C. 20005
--------------------------------------------------------------------------------
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


                                                                Proposed             Proposed
                                                                 maximum             maximum
  Title of securities                     Amount to be        offering price        aggregate              Amount of
   to be registered                        registered           per share         offering price       registration fee
   ----------------                        ----------           ---------         --------------       ----------------
<S>                                     <C>                        <C>             <C>                     <C> 
Common Stock, $.01 par value            180,000 shares(1)          $18.22 (2)      $ 3,279,375(2)          $968.00(2)
                
Interests in Savings Plan(3)                       N/A(3)             N/A                  N/A                 N/A(3)
                 
</TABLE>
<PAGE>

(1) Estimated maximum aggregate number of shares of PennFed Financial  Services,
Inc.   ("PennFed")   common  stock   purchasable   with  employee  and  employer
contributions under the Plan during the next 60 months.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
calculating the registration  fee at $18.22 per share,  which was the average of
the high and low  prices  of the  PennFed  common  stock  on March 6,  1998,  as
reported on the Nasdaq National Market.

(3) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
amended,  this  Registration  Statement also covers an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.  In accordance  with Rule 457(h)(2) no separate fee  calculation is made
for plan interests.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  participants  in the  Penn  Federal  Savings  Bank
401(k) Plan (the  "Plan") as  specified  by Rule  428(b)(1)  promulgated  by the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the "Securities Act").

         Such documents are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Certain Documents by Reference.

         The following  documents  previously or  concurrently  filed by PennFed
Financial  Services,  Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference in this  Registration  Statement and the Prospectus to
which this Registration  Statement relates (the "Prospectus"),  which Prospectus
has been or will be  delivered to the  participants  in the Plan covered by this
Registration Statement:

         (a)      The  Company's  Annual  Report on Form 10-K for the year ended
                  June 30, 1997 (File No.  0-24040),  filed  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act");

         (b)      All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the audited financial  statements  referred to
                  in (a) above;

         (c)      The description of the Company's Common Stock, par value $0.01
                  per  share,  and  Stockholder   Protection   Rights  Agreement
                  contained in the Company's  Registration Statement on Form 8-A
                  filed with the  Commission  on March 28,  1996,  as amended on
                  Form 8-A/A filed with the  Commission on February 11, 1998 and
                  all  amendments  or reports  filed for the purpose of updating
                  such
                  description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act, after the date hereof,
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
Registration  Statement and the  Prospectus  and to be a part hereof and thereof
from the date of the filing of such  documents.  Any statement  contained in the
documents incorporated,  or deemed to be incorporated, by reference herein or in
the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.
 
         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests  should  be  directed  to
Assistant Corporate Secretary, Penn Federal Savings Bank, 622 Eagle Rock Avenue,
West Orange, New Jersey 07052-2989, telephone number (973) 669-7366.
<PAGE>
         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Article ELEVENTH of the Company's Certificate of Incorporation provides
for  indemnification of directors and officers of the Registrant against any and
all judgments, fines and reasonable settlements,  costs, expenses and attorneys'
fees incurred in any actual,  threatened or potential proceeding, to the fullest
extent  permitted by Section 145 of the General  Corporation Law of the State of
Delaware  ("Section  145").  Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.

         Section  145 of the  General  Corporation  Law of the State of Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the name of such other  corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).
 
         Unless ordered by a court, indemnification may be made only following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority  vote of the Directors of the Company who are not parties
to such action, suit or proceeding,  even though such directors  constitute less
than a quorum,  or (ii) if there are no such directors,  or if such directors so
direct,  by  independent  legal  counsel in a written  opinion,  or (iii) by the
Stockholders.
<PAGE>
         Section 145 also permits expenses incurred by directors and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

<PAGE>
Item 8.           Exhibits.
<TABLE>
<CAPTION>
     Regulation
         S-K                                                                   Reference to Prior
       Exhibit                                                                  Filing or Exhibit
        Number                   Document                                    Number Attached Hereto
        ------                   --------                                    ----------------------
<S>                   <C>                                             <C>
                      Instruments defining the rights of
                      security holders, including indentures

         4.1          Certificate of Incorporation of                 Filed as Exhibit 3.1 to the Company's                 
                      PennFed Financial Services, Inc.                Form S-1 Registration Statement            
                                                                      (Registration No. 33-76854) and hereby    
                                                                      incorporated by reference in accordance    
                                                                      with Item 601 of Regulation S-K.        
 
         4.2          Bylaws of PennFed Financial                     Filed as Exhibit 3.2 to the Company's   
                      Services, Inc.                                  Form S-1 Registration Statement        
                                                                      (Registration No. 33-76854) and hereby 
                                                                      incorporated by reference in accordance
                                                                      with Item 601 of Regulation S-K.       
 
         4.3          Specimen form of common stock certificate of    Filed as Exhibit 4 to the Company's Form 
                      PennFed Financial Services, Inc.                S-1 Registration Statement (Registration 
                                                                      No. 33-76854) and hereby incorporated by 
                                                                      reference in accordance with Item 601 of 
                                                                      Regulation S-K.                          
 
         4.4          PennFed Financial Services, Inc. Stockholder    Filed as an exhibit to the Company's     
                      Protection Rights Agreement                     Registration Statement on Form 8-A filed  
                                                                      with the Commission on March 28, 1996,    
                                                                      as amended on Form 8-A/A filed with the   
                                                                      Commission on February 11, 1998 and      
                                                                      hereby incorporated by reference in      
                                                                      accordance with Item 601 of Regulation   
                                                                      S-K.                                     

         4.5          PennFed Financial Services, Inc. Dividend       Filed as an exhibit to the Company's Form S-3
                      Reinvestment Plan                               Registration Statement filed January 28, 1997
                                                                      and hereby incorporated by reference in
                                                                      accordance with Item 601 of Regulation S-K.

         4.6          Penn Federal Savings Bank 401(k) Plan           Attached as Exhibit 4.6

         5            Opinion of Silver, Freedman & Taff, L.L.P.      Attached as Exhibit 5

        23.1          Consent of Silver, Freedman & Taff, L.L.P.      Contained in Exhibit 5
                      (Included in Exhibit 5)

        23.2          Consent of Deloitte and Touche LLP              Attached as Exhibit 23.2
</TABLE>
         The Company hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.
<PAGE>
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  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.

                           (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.

         (b) The undersigned  registrant 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
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.

         (c)  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.
<PAGE>
                                                       

                                   SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of West Orange, State of New Jersey, on the 9th day
of March, 1998.

                                           PENNFED FINANCIAL SERVICES, INC.

Date: March 9, 1998                   By:  /s/ Joseph L. LaMonica
                                           ----------------------
                                           Joseph L. LaMonica
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

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

By:  /s/Joseph L. LaMonica                  By:  /s/William C. Anderson
     ---------------------                       ----------------------
     Joseph L. LaMonica                          William C. Anderson
     President, Chief Executive Officer          Chairman of the Board
     and Director

Date:  March 9, 1998                        Date:  March 9, 1998

By:  /s/Patrick D. McTernan                 By:  
     ----------------------                     ---------------------
     Patrick D. McTernan                        Amadeu L. Carvalho
     Executive Vice President, General          Director
     Counsel, Secretary and Director

Date:  March 9, 1998                        Date:   

By:  /s/Marvin D. Schoonover                By:   
     -----------------------                     ----------------------
     Marvin D. Schoonover                        Mario Teixeira, Jr.
     Director                                    Director

Date:  March 9, 1998                        Date:   

By:  /s/Lucy T. Tinker                      By:  /s/Jeffrey J. Carfora
     -----------------                           ---------------------
     Lucy T. Tinker                              Jeffrey J. Carfora
     Executive Vice President and                Senior Vice President and
     Chief Operating Officer                     Chief Financial Officer
     (Principal Financial Officer)               (Principal Accounting Officer)

Date:  March 9, 1998                        Date:  March 9, 1998
<PAGE>

                                   SIGNATURES


The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Township of West Orange, State of
New Jersey on the 9th day of March, 1998.


                                          PENN FEDERAL SAVINGS BANK
                                          401(k) Plan



                                     By:  /s/Laura Beckmeyer
                                          ------------------
                                          Laura Beckmeyer
                                          Penn Federal Savings Bank
                                          Plan Administrator of the Penn Federal
                                          Savings Bank 401(k) Plan


                                   Date:  March 9, 1998

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549








                                    EXHIBITS


                                       TO


                                    FORM S-8


                             REGISTRATION STATEMENT


                                      UNDER


                           THE SECURITIES ACT OF 1933









                        PENNFED FINANCIAL SERVICES, INC.







<PAGE>



                                  EXHIBIT INDEX


  Exhibit
  Number

    4.6       Penn  Federal  Savings  Bank  401(k) Plan 

    5         Opinion of Silver, Freedman & Taff, L.L.P.

   23.1       Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)

   23.2       Consent of Deloitte and Touche LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24153}]
{"company-data": {"conformed-name": "PENNFED FINANCIAL SERVICES INC", "cik": "0000920945", "assigned-sic": "6035", "irs-number": "223297339", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47591", "film-number": "98560338"}, "business-address": {"street1": "622 EAGLE ROCK AVE", "city": "WEST ORANGE", "state": "NJ", "zip": "07052", "phone": "2016697366"}, "mail-address": {"street1": "622 EAGLE ROCK AVE", "city": "WEST ORANGE", "state": "NJ", "zip": "07052"}}
As filed with the Securities and Exchange Commission on March 9, 1998

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        PENNFED FINANCIAL SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        22-3297339
--------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer 
 incorporation or organization)                        Identification No.)

622 Eagle Rock Avenue, West Orange, New Jersey            07052-2989
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

                            PENN FEDERAL SAVINGS BANK
                                   401(k) PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                 1100 New York Ave., N.W. Washington, D.C. 20005
--------------------------------------------------------------------------------
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                                Proposed             Proposed
                                                                 maximum             maximum
  Title of securities                     Amount to be        offering price        aggregate              Amount of
   to be registered                        registered           per share         offering price       registration fee
   ----------------                        ----------           ---------         --------------       ----------------
Common Stock, $.01 par value            180,000 shares(1)          $18.22 (2)      $ 3,279,375(2)          $968.00(2)
                
Interests in Savings Plan(3)                       N/A(3)             N/A                  N/A                 N/A(3)
(1) Estimated maximum aggregate number of shares of PennFed Financial  Services,
Inc.   ("PennFed")   common  stock   purchasable   with  employee  and  employer
contributions under the Plan during the next 60 months.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
calculating the registration  fee at $18.22 per share,  which was the average of
the high and low  prices  of the  PennFed  common  stock  on March 6,  1998,  as
reported on the Nasdaq National Market.

(3) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
amended,  this  Registration  Statement also covers an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.  In accordance  with Rule 457(h)(2) no separate fee  calculation is made
for plan interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  participants  in the  Penn  Federal  Savings  Bank
401(k) Plan (the  "Plan") as  specified  by Rule  428(b)(1)  promulgated  by the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the "Securities Act").

         Such documents are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

         The following  documents  previously or  concurrently  filed by PennFed
Financial  Services,  Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference in this  Registration  Statement and the Prospectus to
which this Registration  Statement relates (the "Prospectus"),  which Prospectus
has been or will be  delivered to the  participants  in the Plan covered by this
Registration Statement:

         (a)      The  Company's  Annual  Report on Form 10-K for the year ended
                  June 30, 1997 (File No.  0-24040),  filed  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act");

         (b)      All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the audited financial  statements  referred to
                  in (a) above;

         (c)      The description of the Company's Common Stock, par value $0.01
                  per  share,  and  Stockholder   Protection   Rights  Agreement
                  contained in the Company's  Registration Statement on Form 8-A
                  filed with the  Commission  on March 28,  1996,  as amended on
                  Form 8-A/A filed with the  Commission on February 11, 1998 and
                  all  amendments  or reports  filed for the purpose of updating
                  such
                  description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act, after the date hereof,
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
Registration  Statement and the  Prospectus  and to be a part hereof and thereof
from the date of the filing of such  documents.  Any statement  contained in the
documents incorporated,  or deemed to be incorporated, by reference herein or in
the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.
 
         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests  should  be  directed  to
Assistant Corporate Secretary, Penn Federal Savings Bank, 622 Eagle Rock Avenue,
West Orange, New Jersey 07052-2989, telephone number (973) 669-7366.
All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Article ELEVENTH of the Company's Certificate of Incorporation provides
for  indemnification of directors and officers of the Registrant against any and
all judgments, fines and reasonable settlements,  costs, expenses and attorneys'
fees incurred in any actual,  threatened or potential proceeding, to the fullest
extent  permitted by Section 145 of the General  Corporation Law of the State of
Delaware  ("Section  145").  Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.

         Section  145 of the  General  Corporation  Law of the State of Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the name of such other  corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith,  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate,  (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation  or enterprise  (unless the court where the  proceeding  was brought
determines that such person is fairly and reasonably entitled to indemnity).
 
         Unless ordered by a court, indemnification may be made only following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority  vote of the Directors of the Company who are not parties
to such action, suit or proceeding,  even though such directors  constitute less
than a quorum,  or (ii) if there are no such directors,  or if such directors so
direct,  by  independent  legal  counsel in a written  opinion,  or (iii) by the
Stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.
Item 8.           Exhibits.
Regulation
         S-K                                                                   Reference to Prior
       Exhibit                                                                  Filing or Exhibit
        Number                   Document                                    Number Attached Hereto
        ------                   --------                                    ----------------------
Instruments defining the rights of
                      security holders, including indentures

         4.1          Certificate of Incorporation of                 Filed as Exhibit 3.1 to the Company's                 
                      PennFed Financial Services, Inc.                Form S-1 Registration Statement            
                                                                      (Registration No. 33-76854) and hereby    
                                                                      incorporated by reference in accordance    
                                                                      with Item 601 of Regulation S-K.        
 
         4.2          Bylaws of PennFed Financial                     Filed as Exhibit 3.2 to the Company's   
                      Services, Inc.                                  Form S-1 Registration Statement        
                                                                      (Registration No. 33-76854) and hereby 
                                                                      incorporated by reference in accordance
                                                                      with Item 601 of Regulation S-K.       
 
         4.3          Specimen form of common stock certificate of    Filed as Exhibit 4 to the Company's Form 
                      PennFed Financial Services, Inc.                S-1 Registration Statement (Registration 
                                                                      No. 33-76854) and hereby incorporated by 
                                                                      reference in accordance with Item 601 of 
                                                                      Regulation S-K.                          
 
         4.4          PennFed Financial Services, Inc. Stockholder    Filed as an exhibit to the Company's     
                      Protection Rights Agreement                     Registration Statement on Form 8-A filed  
                                                                      with the Commission on March 28, 1996,    
                                                                      as amended on Form 8-A/A filed with the   
                                                                      Commission on February 11, 1998 and      
                                                                      hereby incorporated by reference in      
                                                                      accordance with Item 601 of Regulation   
                                                                      S-K.                                     

         4.5          PennFed Financial Services, Inc. Dividend       Filed as an exhibit to the Company's Form S-3
                      Reinvestment Plan                               Registration Statement filed January 28, 1997
                                                                      and hereby incorporated by reference in
                                                                      accordance with Item 601 of Regulation S-K.

         4.6          Penn Federal Savings Bank 401(k) Plan           Attached as Exhibit 4.6

         5            Opinion of Silver, Freedman & Taff, L.L.P.      Attached as Exhibit 5

        23.1          Consent of Silver, Freedman & Taff, L.L.P.      Contained in Exhibit 5
                      (Included in Exhibit 5)

        23.2          Consent of Deloitte and Touche LLP              Attached as Exhibit 23.2
The Company hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.
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  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.

                           (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.

         (b) The undersigned  registrant 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
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.

         (c)  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

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of West Orange, State of New Jersey, on the 9th day
of March, 1998.

                                           PENNFED FINANCIAL SERVICES, INC.

Date: March 9, 1998                   By:  /s/ Joseph L. LaMonica
                                           ----------------------
                                           Joseph L. LaMonica
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

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

By:  /s/Joseph L. LaMonica                  By:  /s/William C. Anderson
     ---------------------                       ----------------------
     Joseph L. LaMonica                          William C. Anderson
     President, Chief Executive Officer          Chairman of the Board
     and Director

Date:  March 9, 1998                        Date:  March 9, 1998

By:  /s/Patrick D. McTernan                 By:  
     ----------------------                     ---------------------
     Patrick D. McTernan                        Amadeu L. Carvalho
     Executive Vice President, General          Director
     Counsel, Secretary and Director

Date:  March 9, 1998                        Date:   

By:  /s/Marvin D. Schoonover                By:   
     -----------------------                     ----------------------
     Marvin D. Schoonover                        Mario Teixeira, Jr.
     Director                                    Director

Date:  March 9, 1998                        Date:   

By:  /s/Lucy T. Tinker                      By:  /s/Jeffrey J. Carfora
     -----------------                           ---------------------
     Lucy T. Tinker                              Jeffrey J. Carfora
     Executive Vice President and                Senior Vice President and
     Chief Operating Officer                     Chief Financial Officer
     (Principal Financial Officer)               (Principal Accounting Officer)

Date:  March 9, 1998                        Date:  March 9, 1998
SIGNATURES

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Township of West Orange, State of
New Jersey on the 9th day of March, 1998.

                                          PENN FEDERAL SAVINGS BANK
                                          401(k) Plan

                                     By:  /s/Laura Beckmeyer
                                          ------------------
                                          Laura Beckmeyer
                                          Penn Federal Savings Bank
                                          Plan Administrator of the Penn Federal
                                          Savings Bank 401(k) Plan

                                   Date:  March 9, 1998
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                        PENNFED FINANCIAL SERVICES, INC.
EXHIBIT INDEX

  Exhibit
  Number

    4.6       Penn  Federal  Savings  Bank  401(k) Plan 

    5         Opinion of Silver, Freedman & Taff, L.L.P.

   23.1       Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)

   23.2       Consent of Deloitte and Touche LLP