As filed with the Securities and Exchange Commission on December 26, 2002

                          Registration No. 333-_______

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             SOMERSET HILLS BANCORP
             (Exact name of registrant as specified in its charter)

               New Jersey                                 22-3768777
               ----------                                 ----------
(State or Jurisdiction of Organization)        (IRS Employer Identification No.)

                               155 Morristown Road
                         Bernardsville, New Jersey 07924
                                 (908) 221-0100
          (Address and telephone number of principal executive offices)

                         1998 Combined Stock Option Plan
                      1998 Non-Qualified Stock Option Plan
                         2001 Combined Stock Option Plan
                            (Full title of the plan)

          Stewart E. McClure, Jr., President, Chief Executive Officer,
                             Chief Operating Officer
                         Bernardsville, New Jersey 07924
                                 (908) 221-0100
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

                                                        Proposed               Proposed
 Title of each class of       Amount to be              maximum                 maximum               Amount of
    securities to be         registered (1)          offering price            aggregate        registration fee (2)
       registered                                    per share (2)          offering price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                              <C>                     <C>                  <C>                      <C>
Common Stock
No par  value                    525,000                 $8.20                $4,305,000               $396.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

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

(1) Maximum number of shares authorized for issuance pursuant to the exercise of
options under  Registrant's 1998 Combined Stock Option Plan, 1998  Non-Qualified
Stock  Option  Plan,  and 2001  Combined  Stock  Option Plan  (collectively  the
"Plans").  This Registration Statement also relates to such indeterminate number
of additional  shares of Common Stock of the  Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
such Plans.

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

<PAGE>


In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold to prevent dilution resulting from certain capital changes
affecting the Registrant.


                                     PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3. Incorporation of Documents by Reference.

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

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

          (a) the description of the Company's Common Stock, no par value per
          share, contained in the Company's Registration Statement on Form 8-A,
          File No. 000-50055, as filed with the Securities and Exchange
          Commission on October 28, 2002, to register the Common Stock under
          Section 12(g) of the Exchange Act; and

          (b)  the Company's registration statement on Form SB-2, File No.
               333-99647, as filed with the Securities and Exchange Commission
               on September 17, 2002.

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

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

Item 4. Description of Securities.

       Not applicable.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.

<PAGE>


Item 6. Indemnification of Directors and Officers.

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

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

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

     Article VII of the  Certificate of  Incorporation  of the Company  provides
     that  the  Company  shall  indemnify  its  present  and  former   officers,
     directors,  employees and agents and persons serving at its request against
     expenses,  including attorneys' fees,  judgments,  fines or amounts paid in
     settlement  incurred in connection with any pending or threatened  civil or
     criminal  proceedings  to the fullest  extent  permitted  by the New Jersey
     Business   Corporation   Act.   Article   VII  also   provides   that  such
     indemnification  shall not exclude any other rights to  indemnification  to
     which a person may  otherwise be entitled,  and  authorizes  the Company to
     purchase  insurance on behalf of any of the persons  enumerated against any
     liability  whether or not the Company would have the power to indemnify him
     under the  provisions of Article VII. 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" for any other
     enterprise  at  the  request  of  the  corporation.  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 II-1 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   stockholders.   A  corporate   agent  is  entitled  to  mandatory
     indemnification to the extent that the agent is successful on the merits or
     otherwise in any
<PAGE>

     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.

Item 7. Exemption From Registration Claimed.

       Not applicable.

Item 8. Exhibits.

       The following exhibits are filed with this Registration Statement.

        Exhibit
        Number   Description of Exhibit

        4(a)              1998 Combined Stock Option Plan (1)

        4(b)              1998 Non-Qualified  Stock Option Plan (1)

        4(c)              2001 Combined Stock Option Plan (1)

        5                 Opinion of Windels Marx Lane & Mittendorf, LLP

        23(a)             Consent of KPMG LLP

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

        -----------------------
        (1) Incorporated by reference from the Company's registration
        statement on Form SB-2, File No. 333-99647 from Exhibits
        10.1,10.2 and 10.3.

Item 9. Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

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

<PAGE>


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

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

          (2) That, for purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the company pursuant to the foregoing provisions, or otherwise, the company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the company of expenses incurred or
paid by a director, officer of controlling person of the company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>




                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the Borough of Bernardsville,  State
of New Jersey, on December 26, 2002.


                                     SOMERSET HILLS BANCORP


                                     By:      /s/ Stewart E. McClure, Jr.
                                              ----------------------------------
                                              Stewart E. McClure, Jr.
                                              President, Chief Executive Officer
                                              and Chief Operating Officer


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on December 26, 2002 by the following persons in
the capacities indicated.



/s/ Stewart E. McClure, Jr.
---------------------------
Stewart E. McClure, Jr.
President, Chief Executive Officer, and Chief Operating Officer

/s/ Gerard Riker
----------------
Gerard Riker
Executive Vice President and Chief Financial Officer

/s/ William J. Begley
---------------------
William J. Begley
Director

/s/ Edward B. Deutsch
---------------------
Edward B. Deutsch
Chairman

/s/ Paul Fitzgerald
-------------------
Paul Fitzgerald
Director

/s/ Richard C. Fowler, Jr.
--------------------------
Richard C. Fowler, Jr.
Director

/s/ Jerome J. Graham, Jr.
-------------------------
Jerome J. Graham, Jr.
Director


<PAGE>

/s/ Desmond V. Lloyd
--------------------
Desmond V. Lloyd
Director

/s/ Dennis C. Longwell
----------------------
Dennis C. Longwell
Director

/s/ Paul F. Lozier
------------------
Paul F. Lozier
Director

/s/ Thompson H. McDaniel
------------------------
Thompson H. McDaniel
Director

/s/ Peter F. Muratore
---------------------
Peter F. Muratore
Director

/s/ Gerald B. O'Connor
----------------------
Gerald B. O'Connor
Director

/s/ Nicholas Rizzo
------------------
Nicholas Rizzo
Director

/s/ M. Gerald Sedam
-------------------
M. Gerald Sedam
Director

/s/ Joseph M. Sullivan
----------------------
Joseph M. Sullivan
Director

/s/ John A. Van Voorhis
-----------------------
John A. Van Voorhis
Director

/s/ Sidney F. Wentz
-------------------
Sidney F. Wentz
Director

<PAGE>


                          EXHIBIT INDEX TO REGISTRATION
                              STATEMENT ON FORM S-8
                              ---------------------
                            OF SOMERSET HILLS BANCORP
                            -------------------------


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

         4(a)              1998 Combined Stock Option Plan (1)

         4(b)              1998 Non-Qualified  Stock Option Plan (1)

         4(c)              2001 Combined Stock Option Plan (1)

         5                 Opinion of Windels Marx Lane & Mittendorf, LLP

         23(a)             Consent of KPMG LLP

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

-----------------------
(1) Incorporated by reference from the Company's registration statement on Form
SB-2, File No. 333-99647.
[{"type": "S-8", "sequence": "1", "filename": "form8k-48401_somerseth.txt", "secsgml_size_bytes": 19535}]
{"company-data": {"conformed-name": "SOMERSET HILLS BANCORP", "cik": "0001189396", "assigned-sic": "6770", "irs-number": "223768777", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102203", "film-number": "02868500"}, "business-address": {"street1": "155 MORRISTOWN RD", "city": "BERNARDSVILLE", "state": "NJ", "zip": "07924", "phone": "9082210100"}}
As filed with the Securities and Exchange Commission on December 26, 2002

                          Registration No. 333-_______

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             SOMERSET HILLS BANCORP
             (Exact name of registrant as specified in its charter)

               New Jersey                                 22-3768777
               ----------                                 ----------
(State or Jurisdiction of Organization)        (IRS Employer Identification No.)

                               155 Morristown Road
                         Bernardsville, New Jersey 07924
                                 (908) 221-0100
          (Address and telephone number of principal executive offices)

                         1998 Combined Stock Option Plan
                      1998 Non-Qualified Stock Option Plan
                         2001 Combined Stock Option Plan
                            (Full title of the plan)

          Stewart E. McClure, Jr., President, Chief Executive Officer,
                             Chief Operating Officer
                         Bernardsville, New Jersey 07924
                                 (908) 221-0100
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------

                                                        Proposed               Proposed
 Title of each class of       Amount to be              maximum                 maximum               Amount of
    securities to be         registered (1)          offering price            aggregate        registration fee (2)
       registered                                    per share (2)          offering price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock
No par  value                    525,000                 $8.20                $4,305,000               $396.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
---------------

(1) Maximum number of shares authorized for issuance pursuant to the exercise of
options under  Registrant's 1998 Combined Stock Option Plan, 1998  Non-Qualified
Stock  Option  Plan,  and 2001  Combined  Stock  Option Plan  (collectively  the
"Plans").  This Registration Statement also relates to such indeterminate number
of additional  shares of Common Stock of the  Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
such Plans.

(2)  Estimated solely for the purpose of calculating the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold to prevent dilution resulting from certain capital changes
affecting the Registrant.

                                     PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3. Incorporation of Documents by Reference.

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

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

          (a) the description of the Company's Common Stock, no par value per
          share, contained in the Company's Registration Statement on Form 8-A,
          File No. 000-50055, as filed with the Securities and Exchange
          Commission on October 28, 2002, to register the Common Stock under
          Section 12(g) of the Exchange Act; and

          (b)  the Company's registration statement on Form SB-2, File No.
               333-99647, as filed with the Securities and Exchange Commission
               on September 17, 2002.

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

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

Item 4. Description of Securities.

       Not applicable.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.
Item 6. Indemnification of Directors and Officers.

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

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

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

     Article VII of the  Certificate of  Incorporation  of the Company  provides
     that  the  Company  shall  indemnify  its  present  and  former   officers,
     directors,  employees and agents and persons serving at its request against
     expenses,  including attorneys' fees,  judgments,  fines or amounts paid in
     settlement  incurred in connection with any pending or threatened  civil or
     criminal  proceedings  to the fullest  extent  permitted  by the New Jersey
     Business   Corporation   Act.   Article   VII  also   provides   that  such
     indemnification  shall not exclude any other rights to  indemnification  to
     which a person may  otherwise be entitled,  and  authorizes  the Company to
     purchase  insurance on behalf of any of the persons  enumerated against any
     liability  whether or not the Company would have the power to indemnify him
     under the  provisions of Article VII. 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" for any other
     enterprise  at  the  request  of  the  corporation.  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 II-1 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   stockholders.   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.

Item 7. Exemption From Registration Claimed.

       Not applicable.

Item 8. Exhibits.

       The following exhibits are filed with this Registration Statement.

        Exhibit
        Number   Description of Exhibit

        4(a)              1998 Combined Stock Option Plan (1)

        4(b)              1998 Non-Qualified  Stock Option Plan (1)

        4(c)              2001 Combined Stock Option Plan (1)

        5                 Opinion of Windels Marx Lane & Mittendorf, LLP

        23(a)             Consent of KPMG LLP

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

        -----------------------
        (1) Incorporated by reference from the Company's registration
        statement on Form SB-2, File No. 333-99647 from Exhibits
        10.1,10.2 and 10.3.

Item 9. Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the Registration Statement;
(iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

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

          (2) That, for purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the company pursuant to the foregoing provisions, or otherwise, the company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the company of expenses incurred or
paid by a director, officer of controlling person of the company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the Borough of Bernardsville,  State
of New Jersey, on December 26, 2002.

                                     SOMERSET HILLS BANCORP

                                     By:      /s/ Stewart E. McClure, Jr.
                                              ----------------------------------
                                              Stewart E. McClure, Jr.
                                              President, Chief Executive Officer
                                              and Chief Operating Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on December 26, 2002 by the following persons in
the capacities indicated.

/s/ Stewart E. McClure, Jr.
---------------------------
Stewart E. McClure, Jr.
President, Chief Executive Officer, and Chief Operating Officer

/s/ Gerard Riker
----------------
Gerard Riker
Executive Vice President and Chief Financial Officer

/s/ William J. Begley
---------------------
William J. Begley
Director

/s/ Edward B. Deutsch
---------------------
Edward B. Deutsch
Chairman

/s/ Paul Fitzgerald
-------------------
Paul Fitzgerald
Director

/s/ Richard C. Fowler, Jr.
--------------------------
Richard C. Fowler, Jr.
Director

/s/ Jerome J. Graham, Jr.
-------------------------
Jerome J. Graham, Jr.
Director
/s/ Desmond V. Lloyd
--------------------
Desmond V. Lloyd
Director

/s/ Dennis C. Longwell
----------------------
Dennis C. Longwell
Director

/s/ Paul F. Lozier
------------------
Paul F. Lozier
Director

/s/ Thompson H. McDaniel
------------------------
Thompson H. McDaniel
Director

/s/ Peter F. Muratore
---------------------
Peter F. Muratore
Director

/s/ Gerald B. O'Connor
----------------------
Gerald B. O'Connor
Director

/s/ Nicholas Rizzo
------------------
Nicholas Rizzo
Director

/s/ M. Gerald Sedam
-------------------
M. Gerald Sedam
Director

/s/ Joseph M. Sullivan
----------------------
Joseph M. Sullivan
Director

/s/ John A. Van Voorhis
-----------------------
John A. Van Voorhis
Director

/s/ Sidney F. Wentz
-------------------
Sidney F. Wentz
Director
EXHIBIT INDEX TO REGISTRATION
                              STATEMENT ON FORM S-8
                              ---------------------
                            OF SOMERSET HILLS BANCORP
                            -------------------------

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

         4(a)              1998 Combined Stock Option Plan (1)

         4(b)              1998 Non-Qualified  Stock Option Plan (1)

         4(c)              2001 Combined Stock Option Plan (1)

         5                 Opinion of Windels Marx Lane & Mittendorf, LLP

         23(a)             Consent of KPMG LLP

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

-----------------------
(1) Incorporated by reference from the Company's registration statement on Form
SB-2, File No. 333-99647.