As filed with the Securities and Exchange Commission on May 20, 1999.

                                                    Registration No. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              HUDSON UNITED BANCORP
                              ---------------------
             (Exact name of registrant as specified in its charter)


                                   New Jersey
                                   ----------
         (State or other Jurisdiction of Incorporation or Organization)


          6712                                      22-2405746
          ----                                      ----------
(Primary Standard Industrial               (I.R.S. Employer Identification No.)
 Classification Code Number)


                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                             1996 STOCK OPTION PLAN
        (FORMERLY THE LITTLE FALLS BANCORP, INC. 1996 STOCK OPTION PLAN)
                                  (THE "PLAN")
                                  ------------
                            (Full title of the Plan)

       Kenneth T. Neilson, Chairman, President and Chief Executive Officer
                              HUDSON UNITED BANCORP
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                  Please send copies of all communications to:

                            MICHAEL W. ZELENTY, ESQ.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                        Morristown, New Jersey 07962-1945
                                 (973) 966-8125

<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           offering price       Aggregate offering          Amount of
    to be registered         Registered (1)          per share (2)             Price (2)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                          <C>                        <C>                   <C>                      <C>       
Common Stock,                153,900 shares             $34.3125              $5,280,694               $1,468
no par value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

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

(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock  as may  become  subject  to the  Plan as a  result  of the  anti-dilution
provisions  thereof.  This number was  calculated by  multiplying  the number of
outstanding  Little  Falls shares  (240,167) by the agreed upon merger  exchange
ratio (0.6408).

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common  Stock on the New York Stock  Exchange on May 17, 1999
as reported in The Wall Street Journal.

<PAGE>


                                     PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

ITEM 1            Plan Information

         Not filed with this Registration Statement.

ITEM 2            Registrant Information and Employee Plan Annual Information

         Not filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3            Documents Incorporated By Reference

         The following  documents filed by Hudson United Bancorp,  Inc. ("Hudson
United")  with the  Securities  and  Exchange  Commission  are  incorporated  by
reference in this Registration Statement:

    1.   Hudson  United's Annual Report on Form 10-K for the year ended December
         31, 1998.

    2.   Hudson  United's  Quarterly  Report on Form 10-Q for the quarter  ended
         March 31, 1999.

    3.   Current Report filed on Form 8-K dated January 28, 1999, Current Report
         filed on Form 8-K dated March 29,  1999,  Current  Report filed on Form
         8-K dated April 19, 1999,  Current  Report on 8-K dated April 21, 1999,
         Current Report filed on Form 8-K dated April 22, 1999.

    4.   The  description  of the  Common  Stock  contained  in Hudson  United's
         Registration  Statement  on Form 8-A  filed  April  22,  1999 by Hudson
         United  pursuant to Section 12 of the Securities  Exchange Act of 1934,
         and any  amendment  or report  filed for the purpose of  updating  such
         description.

         In addition,  all documents  filed by Hudson United pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, hereby
are incorporated  herein by reference and shall be deemed a part hereof from the
date of filing of such documents.

ITEM 4            Description of Securities

         Not applicable.

ITEM 5            Interests of Named Experts and Counsel

         Certain legal matters  relating to the issuance of the shares of Hudson
United's  Common Stock offered  hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel to Hudson  United.  Attorneys  in the law firm of Pitney,
Hardin,  Kipp & Szuch  beneficially  own  approximately  1,365  shares of Hudson
United's Common Stock as of May 20, 1999.

         The consolidated  financial  statements of Hudson United as of December
31,  1998 and 1997 and for each of the  years in the  three  year  period  ended
December 31, 1998,  included in Hudson  United's  Annual Report on Form 10-K and
incorporated  by reference  herein,  have been audited by Arthur  Andersen  LLP,
independent public  accountants,  as indicated in their report dated January 12,
1999, with respect thereto, and are incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said reports.

ITEM 6            Indemnification of Directors and Officers

                  Indemnification.  The  New  Jersey  Business  Corporation  Act
empowers a corporation  to indemnify a corporate  agent against his expenses and
liabilities  incurred in connection with any proceeding (other than a derivative
lawsuit)  involving the corporate  agent by reason of his being or having been a
corporate  agent  if (a) the  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,  the  corporate
agent had no reasonable cause to believe his conduct was unlawful.  For purposes
of the Act, the term "corporate  agent" includes any present or former director,
officer,  employee  or  agent of the  corporation,  and a  person  serving  as a
"corporate agent" at the request of the corporation for any other enterprise.

                  With respect to any  derivative  action,  the  corporation  is
empowered  to  indemnify a corporate  agent  against his  expenses  (but not his
liabilities)  incurred in connection with any proceeding involving the corporate
agent by reason of his being or having been a corporate agent if the 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.  However,  only the court in which the
proceeding was brought can empower a corporation to indemnify a corporate  agent
against  expenses  with  respect to any  claim,  issue or matter as to which the
agent was adjudged liable for negligence or misconduct.

                  The  corporation may indemnify a corporate agent in a specific
case if a  determination  is made by any of the  following  that the  applicable
standard of conduct was met: (i) the Board of Directors, or a committee thereof,
acting by a majority  vote of a quorum  consisting of  disinterested  directors;
(ii) by  independent  legal counsel,  if there is not a quorum of  disinterested
directors  or  if  the  disinterested   quorum  empowers  counsel  to  make  the
determination; or (iii) by the shareholders.

                  A corporate agent is entitled to mandatory  indemnification to
the  extent  that the agent is  successful  on the  merits or  otherwise  in any
proceeding,  or in defense of any claim, issue or matter in the proceeding. If a
corporation  fails or  refuses to  indemnify  a  corporate  agent,  whether  the
indemnification  is permissive  or mandatory,  the agent may apply to a court to
grant him the requested indemnification.  In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay  the  expenses  unless  it is  ultimately  determined  he is  entitled  to
indemnification.

                  Under  Article VI of its Amended and Restated  Certificate  of
Incorporation,  Hudson  United  must,  to the fullest  extent  permitted by law,
indemnify it directors, officers, employees and agents.

                  Exculpation.  Section  14A:2-7(3)  of the New Jersey  Business
Corporation  Act  permits  a  corporation  to  provide  in  its  certificate  of
incorporation  that a director or officer shall not be personally  liable to the
corporation or its  shareholders  for breach of any duty owed to the corporation
or its shareholders, except that such provisions shall not relieve a director or
officer from  liability  for any breach of duty based upon an action or omission
(a) in  breach  of such  person's  duty of  loyalty  to the  corporation  or its
shareholders,  (b) not in good faith or involving a knowing violation of law, or
(c) resulting in receipt by such person of any improper personal benefit.

                  Article X of Hudson United's Amended and Restated  Certificate
of Incorporation  includes limitation on the liability of officers and directors
to the fullest extent permitted by New Jersey law.

                  Insurance. Hudson United maintains insurance policies insuring
Hudson United's  directors and officers  against  liability for wrongful acts or
omissions  arising out of their positions as directors and officers,  subject to
certain limitations.

ITEM 7            Exemption from Registration Claimed

           Not applicable.

ITEM 8            Exhibits

    5    Opinion  of  Pitney,   Hardin,  Kipp  &  Szuch  regarding  legality  of
         securities
  
    23.1 Consent of Arthur Andersen LLP

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (contained  in the  opinion
         included as Exhibit 5)

    24   Power of Attorney for Directors and Executive Officers


<PAGE>


ITEM 9            Undertakings

  1. The undersigned registrant hereby undertakes:

         (a) 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;

         (b)  That,  for  purposes  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;

         (c) 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.

    2.   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 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section 15(d) of the  Securities Act of 1934) that is  incorporated  by
         reference in this  Registration  Statement  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

    3.   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

     Pursuant to the  requirement  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Township of Mahwah, State of New Jersey, on May 20, 1999.

                          HUDSON UNITED BANCORP

                              KENNETH T. NEILSON
                          By: _____________________________________
                              Kenneth T. Neilson, Chairman, President
                              and Chief Executive Officer

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

<TABLE>
<CAPTION>

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

<S>                                                <C>                                       <C>
                                                     Chairman, President, Chief
KENNETH T. NEILSON                                 Executive Officer and Director
-------------------------------------------        (Principal Executive Officer)              May 20, 1999
Kenneth T. Neilson


ROBERT J. BURKE
-------------------------------------------                   Director                        May 20, 1999
Robert J. Burke


DONALD P. CALCAGNINI
-------------------------------------------                   Director                        May 20, 1999
Donald P. Calcagnini


JOAN DAVID
-------------------------------------------                   Director                        May 20, 1999
Joan David


NOEL DeCORDOVA, JR.
-------------------------------------------                   Director                        May 20, 1999
Noel deCordova, Jr.


THOMAS R. FARLEY
-------------------------------------------                   Director                        May 20, 1999
Thomas R. Farley



BRYANT MALCOLM
-------------------------------------------                   Director                        May 20, 1999
Bryant Malcolm


W. PETER McBRIDE
-------------------------------------------                   Director                        May 20, 1999
W. Peter McBride


CHARLES F.X. POGGI
-------------------------------------------                   Director                        May 20, 1999
Charles F.X. Poggi


DAVID A. ROSOW
-------------------------------------------                   Director                        May 20, 1999
David A. Rosow


JAMES E. SCHIERLOH
-------------------------------------------                   Director                        May 20, 1999
James E. Schierloh



-------------------------------------------                   Director                        May ___, 1999
Sister Grace Frances Strauber


JOHN H. TATIGAN, JR.
-------------------------------------------                   Director                        May 20, 1999
John H. Tatigan, Jr.


JOSEPH F. HURLEY                                    Executive Vice President and
-------------------------------------------            Chief Financial Offer                  May 20, 1999
Joseph F. Hurley


RICHARD ALBAN
-------------------------------------------                  Controller                       May 20, 1999
Richard Alban

</TABLE>


<PAGE>


                                INDEX TO EXHIBITS


Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1      Consent of Arthur Andersen LLP

Exhibit 23.2      Consent of Pitney, Hardin, Kipp & Szuch (contained in the
                  opinion included as Exhibit 5)

Exhibit 24        Power of Attorney for Directors and Executive Officers
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19085}]
{"company-data": {"conformed-name": "HUDSON UNITED BANCORP", "cik": "0000703559", "assigned-sic": "6022", "irs-number": "222405746", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78919", "film-number": "99631223"}, "business-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430", "phone": "2012362600"}, "mail-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430"}, "former-company": {"former-conformed-name": "HUBCO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 20, 1999.

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              HUDSON UNITED BANCORP
                              ---------------------
             (Exact name of registrant as specified in its charter)

                                   New Jersey
                                   ----------
         (State or other Jurisdiction of Incorporation or Organization)

          6712                                      22-2405746
          ----                                      ----------
(Primary Standard Industrial               (I.R.S. Employer Identification No.)
 Classification Code Number)

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                             1996 STOCK OPTION PLAN
        (FORMERLY THE LITTLE FALLS BANCORP, INC. 1996 STOCK OPTION PLAN)
                                  (THE "PLAN")
                                  ------------
                            (Full title of the Plan)

       Kenneth T. Neilson, Chairman, President and Chief Executive Officer
                              HUDSON UNITED BANCORP
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                  Please send copies of all communications to:

                            MICHAEL W. ZELENTY, ESQ.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                        Morristown, New Jersey 07962-1945
                                 (973) 966-8125
CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           offering price       Aggregate offering          Amount of
    to be registered         Registered (1)          per share (2)             Price (2)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,                153,900 shares             $34.3125              $5,280,694               $1,468
no par value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
--------------------------

(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock  as may  become  subject  to the  Plan as a  result  of the  anti-dilution
provisions  thereof.  This number was  calculated by  multiplying  the number of
outstanding  Little  Falls shares  (240,167) by the agreed upon merger  exchange
ratio (0.6408).

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common  Stock on the New York Stock  Exchange on May 17, 1999
as reported in The Wall Street Journal.
PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

ITEM 1            Plan Information

         Not filed with this Registration Statement.

ITEM 2            Registrant Information and Employee Plan Annual Information

         Not filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3            Documents Incorporated By Reference

         The following  documents filed by Hudson United Bancorp,  Inc. ("Hudson
United")  with the  Securities  and  Exchange  Commission  are  incorporated  by
reference in this Registration Statement:

    1.   Hudson  United's Annual Report on Form 10-K for the year ended December
         31, 1998.

    2.   Hudson  United's  Quarterly  Report on Form 10-Q for the quarter  ended
         March 31, 1999.

    3.   Current Report filed on Form 8-K dated January 28, 1999, Current Report
         filed on Form 8-K dated March 29,  1999,  Current  Report filed on Form
         8-K dated April 19, 1999,  Current  Report on 8-K dated April 21, 1999,
         Current Report filed on Form 8-K dated April 22, 1999.

    4.   The  description  of the  Common  Stock  contained  in Hudson  United's
         Registration  Statement  on Form 8-A  filed  April  22,  1999 by Hudson
         United  pursuant to Section 12 of the Securities  Exchange Act of 1934,
         and any  amendment  or report  filed for the purpose of  updating  such
         description.

         In addition,  all documents  filed by Hudson United pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, hereby
are incorporated  herein by reference and shall be deemed a part hereof from the
date of filing of such documents.

ITEM 4            Description of Securities

         Not applicable.

ITEM 5            Interests of Named Experts and Counsel

         Certain legal matters  relating to the issuance of the shares of Hudson
United's  Common Stock offered  hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel to Hudson  United.  Attorneys  in the law firm of Pitney,
Hardin,  Kipp & Szuch  beneficially  own  approximately  1,365  shares of Hudson
United's Common Stock as of May 20, 1999.

         The consolidated  financial  statements of Hudson United as of December
31,  1998 and 1997 and for each of the  years in the  three  year  period  ended
December 31, 1998,  included in Hudson  United's  Annual Report on Form 10-K and
incorporated  by reference  herein,  have been audited by Arthur  Andersen  LLP,
independent public  accountants,  as indicated in their report dated January 12,
1999, with respect thereto, and are incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said reports.

ITEM 6            Indemnification of Directors and Officers

                  Indemnification.  The  New  Jersey  Business  Corporation  Act
empowers a corporation  to indemnify a corporate  agent against his expenses and
liabilities  incurred in connection with any proceeding (other than a derivative
lawsuit)  involving the corporate  agent by reason of his being or having been a
corporate  agent  if (a) the  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,  the  corporate
agent had no reasonable cause to believe his conduct was unlawful.  For purposes
of the Act, the term "corporate  agent" includes any present or former director,
officer,  employee  or  agent of the  corporation,  and a  person  serving  as a
"corporate agent" at the request of the corporation for any other enterprise.

                  With respect to any  derivative  action,  the  corporation  is
empowered  to  indemnify a corporate  agent  against his  expenses  (but not his
liabilities)  incurred in connection with any proceeding involving the corporate
agent by reason of his being or having been a corporate agent if the 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.  However,  only the court in which the
proceeding was brought can empower a corporation to indemnify a corporate  agent
against  expenses  with  respect to any  claim,  issue or matter as to which the
agent was adjudged liable for negligence or misconduct.

                  The  corporation may indemnify a corporate agent in a specific
case if a  determination  is made by any of the  following  that the  applicable
standard of conduct was met: (i) the Board of Directors, or a committee thereof,
acting by a majority  vote of a quorum  consisting of  disinterested  directors;
(ii) by  independent  legal counsel,  if there is not a quorum of  disinterested
directors  or  if  the  disinterested   quorum  empowers  counsel  to  make  the
determination; or (iii) by the shareholders.

                  A corporate agent is entitled to mandatory  indemnification to
the  extent  that the agent is  successful  on the  merits or  otherwise  in any
proceeding,  or in defense of any claim, issue or matter in the proceeding. If a
corporation  fails or  refuses to  indemnify  a  corporate  agent,  whether  the
indemnification  is permissive  or mandatory,  the agent may apply to a court to
grant him the requested indemnification.  In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay  the  expenses  unless  it is  ultimately  determined  he is  entitled  to
indemnification.

                  Under  Article VI of its Amended and Restated  Certificate  of
Incorporation,  Hudson  United  must,  to the fullest  extent  permitted by law,
indemnify it directors, officers, employees and agents.

                  Exculpation.  Section  14A:2-7(3)  of the New Jersey  Business
Corporation  Act  permits  a  corporation  to  provide  in  its  certificate  of
incorporation  that a director or officer shall not be personally  liable to the
corporation or its  shareholders  for breach of any duty owed to the corporation
or its shareholders, except that such provisions shall not relieve a director or
officer from  liability  for any breach of duty based upon an action or omission
(a) in  breach  of such  person's  duty of  loyalty  to the  corporation  or its
shareholders,  (b) not in good faith or involving a knowing violation of law, or
(c) resulting in receipt by such person of any improper personal benefit.

                  Article X of Hudson United's Amended and Restated  Certificate
of Incorporation  includes limitation on the liability of officers and directors
to the fullest extent permitted by New Jersey law.

                  Insurance. Hudson United maintains insurance policies insuring
Hudson United's  directors and officers  against  liability for wrongful acts or
omissions  arising out of their positions as directors and officers,  subject to
certain limitations.

ITEM 7            Exemption from Registration Claimed

           Not applicable.

ITEM 8            Exhibits

    5    Opinion  of  Pitney,   Hardin,  Kipp  &  Szuch  regarding  legality  of
         securities
  
    23.1 Consent of Arthur Andersen LLP

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (contained  in the  opinion
         included as Exhibit 5)

    24   Power of Attorney for Directors and Executive Officers
ITEM 9            Undertakings

  1. The undersigned registrant hereby undertakes:

         (a) 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;

         (b)  That,  for  purposes  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;

         (c) 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.

    2.   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 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section 15(d) of the  Securities Act of 1934) that is  incorporated  by
         reference in this  Registration  Statement  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

    3.   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 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 Mahwah, State of New Jersey, on May 20, 1999.

                          HUDSON UNITED BANCORP

                              KENNETH T. NEILSON
                          By: _____________________________________
                              Kenneth T. Neilson, Chairman, President
                              and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                     Title                              Date
                  ---------                                     -----                              ----
Chairman, President, Chief
KENNETH T. NEILSON                                 Executive Officer and Director
-------------------------------------------        (Principal Executive Officer)              May 20, 1999
Kenneth T. Neilson

ROBERT J. BURKE
-------------------------------------------                   Director                        May 20, 1999
Robert J. Burke

DONALD P. CALCAGNINI
-------------------------------------------                   Director                        May 20, 1999
Donald P. Calcagnini

JOAN DAVID
-------------------------------------------                   Director                        May 20, 1999
Joan David

NOEL DeCORDOVA, JR.
-------------------------------------------                   Director                        May 20, 1999
Noel deCordova, Jr.

THOMAS R. FARLEY
-------------------------------------------                   Director                        May 20, 1999
Thomas R. Farley

BRYANT MALCOLM
-------------------------------------------                   Director                        May 20, 1999
Bryant Malcolm

W. PETER McBRIDE
-------------------------------------------                   Director                        May 20, 1999
W. Peter McBride

CHARLES F.X. POGGI
-------------------------------------------                   Director                        May 20, 1999
Charles F.X. Poggi

DAVID A. ROSOW
-------------------------------------------                   Director                        May 20, 1999
David A. Rosow

JAMES E. SCHIERLOH
-------------------------------------------                   Director                        May 20, 1999
James E. Schierloh

-------------------------------------------                   Director                        May ___, 1999
Sister Grace Frances Strauber

JOHN H. TATIGAN, JR.
-------------------------------------------                   Director                        May 20, 1999
John H. Tatigan, Jr.

JOSEPH F. HURLEY                                    Executive Vice President and
-------------------------------------------            Chief Financial Offer                  May 20, 1999
Joseph F. Hurley

RICHARD ALBAN
-------------------------------------------                  Controller                       May 20, 1999
Richard Alban
INDEX TO EXHIBITS

Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1      Consent of Arthur Andersen LLP

Exhibit 23.2      Consent of Pitney, Hardin, Kipp & Szuch (contained in the
                  opinion included as Exhibit 5)

Exhibit 24        Power of Attorney for Directors and Executive Officers