As filed with the Securities and Exchange Commission on April 27, 2006

                                                 Registration No. 333-__________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          New Jersey                                            22-3537895
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                               158 Route 206 North
                           Gladstone, New Jersey 07934
          (Address, including Zip Code, of Principal Executive Offices)

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
                       2006 LONG-TERM STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

              Frank A. Kissel, Chairman and Chief Executive Officer
                     Peapack-Gladstone Financial Corporation
                               158 Route 206 North
                           Gladstone, New Jersey 07934
                                 (908) 234-0700
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent For Service)

                                     -------
                                 With a Copy to:
                              Ronald H. Janis, Esq.
                                Pitney Hardin LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8263

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================
   Title of Each Class           Amount      Proposed Maximum   Proposed Maximum
    Of Securities To              to be       Offering Price        Aggregate          Amount of
      Be Registered          Registered (1)    Per Share (2)   Offering Price (2)  Registration Fee
----------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>              <C>                  <C>
Common Stock, no par value   400,000 shares       $25.56           $10,224,000          $1,094
----------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement also covers an indeterminate number of shares of
Common Stock that may be issued pursuant to anti-dilution  provisions  contained
in the 2006 Long-Term Stock Incentive Plan.

(2)  Estimated  solely for purpose of  calculating  the  registration  fee. Such
estimate has been  computed in accordance  with Rule 4557(c) and Rule  457(h)(1)
based  upon the  last  sale  price of the  Common  Stock on the  American  Stock
Exchange on April 24, 2006, 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.     Incorporation of Documents by Reference

            The  following  documents  filed  by   Peapack-Gladstone   Financial
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission") are incorporated by reference in this Registration Statement:

            1.    The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 2005.

            2.    All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the  Securities  Exchange  Act of 1934 since
                  December 31, 2005.

            3.    The description of the Company's Common Stock contained in the
                  Registration  Statement  on  Form  8-A  filed  by the  Company
                  pursuant to Section 12(b) or 12(g) of the Securities  Exchange
                  Act of 1934,  and all  subsequent  amendments and reports that
                  are filed updating that description.

            In addition,  all documents filed by the Company 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,  shall
be deemed to be  incorporated  herein  by  reference  and shall be deemed a part
hereof from the date of filing of such documents.

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

<PAGE>

be deemed,  except as so modified or  superseded,  to  constitute a part of this
Registration Statement.

ITEM 4.     Description of Securities
            -------------------------

            Not applicable.

ITEM 5.     Interests of Named Experts and Counsel
            --------------------------------------

            Certain legal matters  relating to the issuance of the shares of the
Company's  Common Stock  offered  hereby have been passed upon by Pitney  Hardin
LLP,  counsel to the  Company.  Partners  and other  attorneys  involved  in the
preparation of this Registration  Statement in the law firm of Pitney Hardin LLP
beneficially own 400 shares of the Company's Common Stock as of April 27, 2006.

ITEM 6.     Indemnification of Directors and Officers
            -----------------------------------------

            (a) Limitation of Liability of Directors and Officers. Article VI of
the Company's Certificate of Incorporation includes limitations on the liability
of officers and directors to the corporation and its shareholders to the fullest
extent  permitted  by New  Jersey  law.  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.

            (b)  Indemnification of Directors,  Officers,  Employees and Agents.
Under Article VI of its Certificate of  Incorporation,  the Company must, to the
fullest extent permitted by law,  indemnify its directors,  officers,  employees
and agents.  Section 14A:3-5 of the New Jersey Business Corporation Act provides
that a corporation may indemnify its directors,  officers,  employees and agents
against judgments,  fines,  penalties,  amounts paid in settlement and expenses,
including  attorneys'  fees,  resulting  from various  types of legal actions or
proceedings if the actions of the party being  indemnified meet the standards of
conduct  specified  therein.   Determinations  concerning  whether  or  not  the
applicable  standard of conduct has been met can be made by (a) a  disinterested
majority of the Board of Directors,  (b)  independent  legal counsel,  or (c) an
affirmative  vote  of  a  majority  of  shares  held  by  the  shareholders.  No
indemnification is permitted to be made to or on behalf of a corporate director,
officer,  employee or agent if a judgment or other final adjudication adverse to
such person  establishes  that his acts or  omissions  (a) were in breach of his
duty of loyalty to the  corporation  or its  shareholders,  (b) were not in good
faith or involved a knowing  violation of law or (c) resulted in receipt by such
person of an improper personal benefit.

            (c) Insurance. The Company maintains insurance policies insuring the
Company's  directors  and  officers  against  liability  for  wrongful  acts  or
omissions  arising out of their positions as directors and officers,  subject to
certain limitations.

                                       3
<PAGE>

ITEM 7.     Exemption from Registration Claimed
            -----------------------------------

            Not applicable.

ITEM 8.     Exhibits
            --------

            5     Opinion  Letter of Pitney  Hardin LLP  regarding  legality  of
                  securities

            23.1  Consent of KPMG LLP

            23.2  Consent of Pitney Hardin LLP  (contained in the opinion letter
                  included as Exhibit 5)

            24    Power  of  Attorney  for  Directors  and  Executive   Officers
                  (included  on  the   signature   page  of  this   Registration
                  Statement)

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 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.

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

      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


                                       4
<PAGE>

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.


                                       5
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Borough of Gladstone, State of New Jersey, on April 27, 2006.

                                        PEAPACK-GLADSTONE FINANCIAL CORPORATION


                                        By: /s/ Frank A. Kissel
                                           --------------------
                                            Frank A. Kissel
                                            Chairman and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints Frank A. Kissel and Arthur F.  Birmingham,  and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same, with all exhibits thereto,  and all other documents in connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agents full power and authority to do and perform each and
every  act  in  person,   hereby   ratifying  and   confirming   all  that  said
attorneys-in-fact and agents or either of them or their or his or her substitute
or substitutes lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

        Signature                                 Title                             Date
        ---------                                 -----                             ----
<S>                                 <C>                                          <C>

/s/ Frank A. Kissel                 Chairman, Chief Executive Officer
-------------------------                      and Director                     April 27, 2006
Frank A. Kissel                       (Principal Executive Officer)

                                    Executive Vice President and Chief
/s/ Arthur F. Birmingham                    Financial Officer                   April 27, 2006
-------------------------            (Principal Financial Officer and
Arthur F. Birmingham                  Principal Accounting Officer)

/s/ Anthony J. Consi, II                         Director                       April 27, 2006
-------------------------
Anthony J. Consi, II

</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>

        Signature                                 Title                             Date
        ---------                                 -----                             ----
<S>                                 <C>                                          <C>
/s/ Pamela Hill                                  Director                       April 27, 2006
-------------------------
Pamela Hill

/s/ John D. Kissel                               Director                       April 27, 2006
-------------------------
John D. Kissel

/s/ James R. Lamb                                Director                       April 27, 2006
-------------------------
James R. Lamb

/s/ Edward A. Merton                             Director                       April 27, 2006
-------------------------
Edward A. Merton

/s/ F. Duffield Meyercord                        Director                       April 27, 2006
-------------------------
F. Duffield Meyercord

/s/ John R. Mulcahy                              Director                       April 27, 2006
-------------------------
John R. Mulcahy

                                    President, Chief Operating Officer
/s/  Robert M. Rogers                          and Director                     April 27, 2006
-------------------------
Robert M. Rogers

/s/ Philip W. Smith, III                         Director                       April 27, 2006
-------------------------
Philip W. Smith, III

/s/ Craig C. Spengeman                           Director                       April 27, 2006
-------------------------
Craig C. Spengeman

/s/ Jack D. Stine                                Director                       April 27, 2006
-------------------------
Jack D. Stine

</TABLE>

                                       7
<PAGE>

                                INDEX TO EXHIBITS

    5       Opinion Letter of Pitney Hardin LLP regarding legality of securities

    23.1    Consent of KPMG LLP

    23.2    Consent of Pitney Hardin LLP
            (contained in the opinion letter included as Exhibit 5)

    24      Power of Attorney for Directors and Executive Officers
            (included on the signature page of this Registration Statement)



                                       8
[{"type": "S-8", "sequence": "1", "filename": "s8-76388_pg.txt", "secsgml_size_bytes": 18249}]
{"company-data": {"conformed-name": "PEAPACK GLADSTONE FINANCIAL CORP", "cik": "0001050743", "assigned-sic": "6199", "irs-number": "223537895", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133591", "film-number": "06784899"}, "business-address": {"street1": "158 ROUTE 206 NORTH", "city": "GLADSTONE", "state": "NJ", "zip": "07934", "phone": "9082340700"}, "mail-address": {"street1": "158 ROUTE 206 NORTH", "city": "GLADSTONE", "state": "NJ", "zip": "07934"}}
As filed with the Securities and Exchange Commission on April 27, 2006

                                                 Registration No. 333-__________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          New Jersey                                            22-3537895
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                               158 Route 206 North
                           Gladstone, New Jersey 07934
          (Address, including Zip Code, of Principal Executive Offices)

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
                       2006 LONG-TERM STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

              Frank A. Kissel, Chairman and Chief Executive Officer
                     Peapack-Gladstone Financial Corporation
                               158 Route 206 North
                           Gladstone, New Jersey 07934
                                 (908) 234-0700
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent For Service)

                                     -------
                                 With a Copy to:
                              Ronald H. Janis, Esq.
                                Pitney Hardin LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8263

                         CALCULATION OF REGISTRATION FEE
====================================================================================================
   Title of Each Class           Amount      Proposed Maximum   Proposed Maximum
    Of Securities To              to be       Offering Price        Aggregate          Amount of
      Be Registered          Registered (1)    Per Share (2)   Offering Price (2)  Registration Fee
----------------------------------------------------------------------------------------------------
Common Stock, no par value   400,000 shares       $25.56           $10,224,000          $1,094
----------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers an indeterminate number of shares of
Common Stock that may be issued pursuant to anti-dilution  provisions  contained
in the 2006 Long-Term Stock Incentive Plan.

(2)  Estimated  solely for purpose of  calculating  the  registration  fee. Such
estimate has been  computed in accordance  with Rule 4557(c) and Rule  457(h)(1)
based  upon the  last  sale  price of the  Common  Stock on the  American  Stock
Exchange on April 24, 2006, 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.     Incorporation of Documents by Reference

            The  following  documents  filed  by   Peapack-Gladstone   Financial
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission") are incorporated by reference in this Registration Statement:

            1.    The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 2005.

            2.    All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the  Securities  Exchange  Act of 1934 since
                  December 31, 2005.

            3.    The description of the Company's Common Stock contained in the
                  Registration  Statement  on  Form  8-A  filed  by the  Company
                  pursuant to Section 12(b) or 12(g) of the Securities  Exchange
                  Act of 1934,  and all  subsequent  amendments and reports that
                  are filed updating that description.

            In addition,  all documents filed by the Company 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,  shall
be deemed to be  incorporated  herein  by  reference  and shall be deemed a part
hereof from the date of filing of such documents.

            Any statement  contained in a document to be  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  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.

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 the
Company's  Common Stock  offered  hereby have been passed upon by Pitney  Hardin
LLP,  counsel to the  Company.  Partners  and other  attorneys  involved  in the
preparation of this Registration  Statement in the law firm of Pitney Hardin LLP
beneficially own 400 shares of the Company's Common Stock as of April 27, 2006.

ITEM 6.     Indemnification of Directors and Officers
            -----------------------------------------

            (a) Limitation of Liability of Directors and Officers. Article VI of
the Company's Certificate of Incorporation includes limitations on the liability
of officers and directors to the corporation and its shareholders to the fullest
extent  permitted  by New  Jersey  law.  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.

            (b)  Indemnification of Directors,  Officers,  Employees and Agents.
Under Article VI of its Certificate of  Incorporation,  the Company must, to the
fullest extent permitted by law,  indemnify its directors,  officers,  employees
and agents.  Section 14A:3-5 of the New Jersey Business Corporation Act provides
that a corporation may indemnify its directors,  officers,  employees and agents
against judgments,  fines,  penalties,  amounts paid in settlement and expenses,
including  attorneys'  fees,  resulting  from various  types of legal actions or
proceedings if the actions of the party being  indemnified meet the standards of
conduct  specified  therein.   Determinations  concerning  whether  or  not  the
applicable  standard of conduct has been met can be made by (a) a  disinterested
majority of the Board of Directors,  (b)  independent  legal counsel,  or (c) an
affirmative  vote  of  a  majority  of  shares  held  by  the  shareholders.  No
indemnification is permitted to be made to or on behalf of a corporate director,
officer,  employee or agent if a judgment or other final adjudication adverse to
such person  establishes  that his acts or  omissions  (a) were in breach of his
duty of loyalty to the  corporation  or its  shareholders,  (b) were not in good
faith or involved a knowing  violation of law or (c) resulted in receipt by such
person of an improper personal benefit.

            (c) Insurance. The Company maintains insurance policies insuring the
Company's  directors  and  officers  against  liability  for  wrongful  acts  or
omissions  arising out of their positions as directors and officers,  subject to
certain limitations.

                                       3
ITEM 7.     Exemption from Registration Claimed
            -----------------------------------

            Not applicable.

ITEM 8.     Exhibits
            --------

            5     Opinion  Letter of Pitney  Hardin LLP  regarding  legality  of
                  securities

            23.1  Consent of KPMG LLP

            23.2  Consent of Pitney Hardin LLP  (contained in the opinion letter
                  included as Exhibit 5)

            24    Power  of  Attorney  for  Directors  and  Executive   Officers
                  (included  on  the   signature   page  of  this   Registration
                  Statement)

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 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.

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

      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

                                       4
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.

                                       5
SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Borough of Gladstone, State of New Jersey, on April 27, 2006.

                                        PEAPACK-GLADSTONE FINANCIAL CORPORATION

                                        By: /s/ Frank A. Kissel
                                           --------------------
                                            Frank A. Kissel
                                            Chairman and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints Frank A. Kissel and Arthur F.  Birmingham,  and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same, with all exhibits thereto,  and all other documents in connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agents full power and authority to do and perform each and
every  act  in  person,   hereby   ratifying  and   confirming   all  that  said
attorneys-in-fact and agents or either of them or their or his or her substitute
or substitutes lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                 Title                             Date
        ---------                                 -----                             ----
/s/ Frank A. Kissel                 Chairman, Chief Executive Officer
-------------------------                      and Director                     April 27, 2006
Frank A. Kissel                       (Principal Executive Officer)

                                    Executive Vice President and Chief
/s/ Arthur F. Birmingham                    Financial Officer                   April 27, 2006
-------------------------            (Principal Financial Officer and
Arthur F. Birmingham                  Principal Accounting Officer)

/s/ Anthony J. Consi, II                         Director                       April 27, 2006
-------------------------
Anthony J. Consi, II
6
Signature                                 Title                             Date
        ---------                                 -----                             ----
/s/ Pamela Hill                                  Director                       April 27, 2006
-------------------------
Pamela Hill

/s/ John D. Kissel                               Director                       April 27, 2006
-------------------------
John D. Kissel

/s/ James R. Lamb                                Director                       April 27, 2006
-------------------------
James R. Lamb

/s/ Edward A. Merton                             Director                       April 27, 2006
-------------------------
Edward A. Merton

/s/ F. Duffield Meyercord                        Director                       April 27, 2006
-------------------------
F. Duffield Meyercord

/s/ John R. Mulcahy                              Director                       April 27, 2006
-------------------------
John R. Mulcahy

                                    President, Chief Operating Officer
/s/  Robert M. Rogers                          and Director                     April 27, 2006
-------------------------
Robert M. Rogers

/s/ Philip W. Smith, III                         Director                       April 27, 2006
-------------------------
Philip W. Smith, III

/s/ Craig C. Spengeman                           Director                       April 27, 2006
-------------------------
Craig C. Spengeman

/s/ Jack D. Stine                                Director                       April 27, 2006
-------------------------
Jack D. Stine
7
INDEX TO EXHIBITS

    5       Opinion Letter of Pitney Hardin LLP regarding legality of securities

    23.1    Consent of KPMG LLP

    23.2    Consent of Pitney Hardin LLP
            (contained in the opinion letter included as Exhibit 5)

    24      Power of Attorney for Directors and Executive Officers
            (included on the signature page of this Registration Statement)

                                       8