As filed with the Securities and Exchange Commission on May 19, 1998
                                             Registration No. 33-_______________
--------------------------------------------------------------------------------

                       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 of organization)                              Identification No.)

                               158 ROUTE 206 NORTH
                           GLADSTONE, NEW JERSEY 07934
          (Address, including zip code, of principal executive offices)

                             1998 STOCK OPTION PLAN
                  1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                            (Full title of the plan)

                        FRANK A. KISSEL, PRESIDENT & CEO
                     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, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------  ---------------------  -------------------  ----------------------  ------------------------------
    Title of                         Amount           Proposed maximum           Proposed                Amount of registration
 Securities to                        to be            offering price            aggregate                         fee
 be registered                   registered (1)         per unit (2)        offering price (2)
----------------------------  ---------------------  -------------------  ----------------------  ------------------------------
<S>                              <C>                       <C>                  <C>                              <C>   

 Common Stock,                   100,000 shares            $52.50               $5,250,000                       $1,549
  No Par Value
----------------------------  ---------------------  -------------------  ----------------------  ------------------------------

</TABLE>

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

(1)      This Registration Statement covers, in addition to the number of shares
         of Common Stock stated above,  such  indeterminate  number of shares as
         may become  subject to options  under the 1998 Stock Option Plan or the
         1998  Stock  Option  Plan for  Outside  Directors  as a  result  of the
         anti-dilution provisions thereof.

(2)      Calculated  pursuant  to Rule  457(c)  based on the  average of the bid
         ($51.00) and ask ($54.00) prices per share of the  registrant's  common
         stock on known trades as of May 15, 1998.


<PAGE>


PART I    INFORMATION REQUIRED 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  filed with the
Commission on March 31, 1998.

                  2. The Company's  Quarterly Report on Form 10-Q filed with the
Commission on May 13, 1998.

                  3. The description of the Company's  common stock contained in
the  Registration  Statement on Form 8-A registering the Company's common stock,
and any amendment or report filed for the purpose of updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934,  as amended,  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 the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel  to the  Company.  Attorneys  in the law  firm of  Pitney
Hardin, Kipp & Szuch do not own, beneficially,  or otherwise,  any shares of the
Company's Common Stock as of April 8, 1998.

         The  report of KPMG Peat  Marwick  LLP,  independent  certified  public
accountants,  dated January 30, 1998, relating to the consolidated statements of
financial  condition of the Company and its subsidiaries as of December 31, 1997
and  1996  and  the  related  consolidated  statements  of  income,  changes  in
shareholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1997, which report is incorporated by reference in the
December  31, 1997 Annual  Report on Form 10-K of the Company,  is  incorporated
herein by reference  upon  authority of said firm as experts in  accounting  and
auditing.


ITEM 6.   Indemnification of Directors and Officers.

         Article  VI of  the  Certification  of  Incorporation  of  the  Company
provides  that no director or officer of the Company or of a  subsidiary  of the
Company shall be  personally  liable to the Company or its  shareholders  unless
such  breach  of duty is  based  on (i) an act or  omission  in  breach  of such
person's  duty of loyalty to the Company 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 benefit (each an "Uncovered Claim"). Unless expressly
prohibited  by law,  the  Company  shall also  indemnify  a director  or officer
against his  reasonable  expenses and all  liabilities  in  connection  with any
proceeding  involving that director or officer,  including a proceeding by or in
the right of the  Company,  unless such breach of duty is based on an  Uncovered
Claim. Additionally,  the Company shall advance or pay those reasonable expenses
incurred by the director or officer in a proceeding, provided that such director
or officer,  as a condition to such payment,  undertakes to repay the Company if
it  shall  be  finally  adjudicated  that the  breach  of duty  was  based on an
Uncovered Claim.


ITEM 7.   Exemption from Registration Claimed.

                      Not applicable.


ITEM 8.   Exhibits.

         5    Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the
              securities being registered.

         23.1 Consent of KPMG Peat Marwick LLP.

         23.2 Consent of Pitney,  Hardin,  Kipp & Szuch  (included  in Exhibit 5
              hereto).

         99.1 1998 Stock Option Plan.

         99.2 1998 Stock Option Plan for Outside Directors


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  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 requirements of the Securities Act of 1933, as amended,
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  Peapack-Gladstone,  State of New Jersey, on
the 14th day of May, 1998.

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION



                     By:  FRANK A. KISSEL
                          ------------------------------------------------------
                          Frank A. Kissel
                          President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 and Director
T. LEONARD HILL                                                                               May 14, 1998
----------------------------
T. Leonard Hill
                                Treasurer and Senior Vice President (Principal
                                             Accounting Officer)
ARTHUR F. BIRMINGHAM                                                                          May 14, 1998
----------------------------
Arthur F. Birmingham


PAMELA HILL                                       Director                                    May 14, 1998
----------------------------
Pamela Hill


JOHN D. KISSEL                                    Director                                    May 14, 1998
----------------------------
John D. Kissel


JAMES R. LAMB                                     Director                                    May 14, 1998
----------------------------
James R. Lamb


GEORGE R. LAYTON                                  Director                                    May 14, 1998
----------------------------
George R. Layton


EDWARD A. MERTON                                  Director                                    May 14, 1998
----------------------------
Edward A. Merton


F. DUFFIELD MEYERCORD                             Director                                    May 14, 1998
----------------------------
F. Duffield Meyercord


                                                  Director                                    May ____, 1998
----------------------------
John R. Mulcahy


PHILIP W. SMITH                                   Director                                    May 14, 1998
----------------------------
Philip W. Smith


JACK D. STINE                                     Director                                    May 14, 1998
----------------------------
Jack D. Stine


WILLIAM TURNBULL                                  Director                                    May 14, 1998
----------------------------
William Turnbull

</TABLE>


<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.                       Description

         5      Opinion of Pitney, Hardin, Kipp & Szuch

         23.1   Consent of KPMG Peat Marwick LLP

         99.1   1998 Stock Option Plan

         99.2   1998 Stock Option Plan for Outside Directors


<PAGE>

                                                                       Exhibit 5


                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                        MORRISTOWN, NEW JERSEY 07962-1945


                                                                    May 19, 1998



Peapack-Gladstone Financial Corporation
158 Route 206 North
Gladstone, New Jersey  07934


         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") by Peapack-Gladstone  Financial Corporation (the "Company") relating
to 100,000 shares of the Company's Common Stock, no par value (the "Securities")
to be offered  pursuant to the  Company's  1998 Stock Option Plan and 1998 Stock
Option Plan for Outside Directors (together, the "Plans").

         We have also  examined  originals,  or copies  certified  or  otherwise
identified  to  our  satisfaction,   of  such  corporate   records,   documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we deemed necessary in order to express
the opinion hereinafter set forth.

         Based on the foregoing, we are of the opinion that, when the Securities
have been duly issued as contemplated by the Registration  Statement  (including
the  Prospectuses  which  are not  filed  herewith)  and the  Plans  and for the
consideration  determined  in  accordance  with  the  terms  of the  Plans,  the
Securities will be validly issued, fully paid and non-assessable.

         The  foregoing  opinion is limited  to the  Federal  laws of the United
States and the laws of the State of New Jersey, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We  hereby  consent  to  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange  Commission
thereunder.

                                            Very truly yours,



                                            PITNEY, HARDIN, KIPP & SZUCH
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16771}]
{"company-data": {"conformed-name": "PEAPACK GLADSTONE FINANCIAL CORP", "cik": "0001050743", "assigned-sic": "", "irs-number": "223537895", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53001", "film-number": "98627753"}, "business-address": {"street1": "PEAPACK GLADSTONE FINACIAL CORP", "street2": "158 ROUTE 206 NORTH", "city": "GLADSTONE", "state": "NJ", "zip": "07934", "phone": "9082340700"}, "mail-address": {"street1": "PEAPACK GLADSTONE FINANCIAL CORP", "street2": "158 ROUTE 206 NORTH", "city": "GLADSTONE", "state": "NJ", "zip": "07934"}}
As filed with the Securities and Exchange Commission on May 19, 1998
                                             Registration No. 33-_______________
--------------------------------------------------------------------------------

                       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 of organization)                              Identification No.)

                               158 ROUTE 206 NORTH
                           GLADSTONE, NEW JERSEY 07934
          (Address, including zip code, of principal executive offices)

                             1998 STOCK OPTION PLAN
                  1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                            (Full title of the plan)

                        FRANK A. KISSEL, PRESIDENT & CEO
                     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, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300

                         CALCULATION OF REGISTRATION FEE
----------------------------  ---------------------  -------------------  ----------------------  ------------------------------
    Title of                         Amount           Proposed maximum           Proposed                Amount of registration
 Securities to                        to be            offering price            aggregate                         fee
 be registered                   registered (1)         per unit (2)        offering price (2)
----------------------------  ---------------------  -------------------  ----------------------  ------------------------------
Common Stock,                   100,000 shares            $52.50               $5,250,000                       $1,549
  No Par Value
----------------------------  ---------------------  -------------------  ----------------------  ------------------------------
---------------------

(1)      This Registration Statement covers, in addition to the number of shares
         of Common Stock stated above,  such  indeterminate  number of shares as
         may become  subject to options  under the 1998 Stock Option Plan or the
         1998  Stock  Option  Plan for  Outside  Directors  as a  result  of the
         anti-dilution provisions thereof.

(2)      Calculated  pursuant  to Rule  457(c)  based on the  average of the bid
         ($51.00) and ask ($54.00) prices per share of the  registrant's  common
         stock on known trades as of May 15, 1998.
PART I    INFORMATION REQUIRED 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  filed with the
Commission on March 31, 1998.

                  2. The Company's  Quarterly Report on Form 10-Q filed with the
Commission on May 13, 1998.

                  3. The description of the Company's  common stock contained in
the  Registration  Statement on Form 8-A registering the Company's common stock,
and any amendment or report filed for the purpose of updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934,  as amended,  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 the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel  to the  Company.  Attorneys  in the law  firm of  Pitney
Hardin, Kipp & Szuch do not own, beneficially,  or otherwise,  any shares of the
Company's Common Stock as of April 8, 1998.

         The  report of KPMG Peat  Marwick  LLP,  independent  certified  public
accountants,  dated January 30, 1998, relating to the consolidated statements of
financial  condition of the Company and its subsidiaries as of December 31, 1997
and  1996  and  the  related  consolidated  statements  of  income,  changes  in
shareholders'  equity,  and cash  flows for each of the years in the  three-year
period ended December 31, 1997, which report is incorporated by reference in the
December  31, 1997 Annual  Report on Form 10-K of the Company,  is  incorporated
herein by reference  upon  authority of said firm as experts in  accounting  and
auditing.

ITEM 6.   Indemnification of Directors and Officers.

         Article  VI of  the  Certification  of  Incorporation  of  the  Company
provides  that no director or officer of the Company or of a  subsidiary  of the
Company shall be  personally  liable to the Company or its  shareholders  unless
such  breach  of duty is  based  on (i) an act or  omission  in  breach  of such
person's  duty of loyalty to the Company 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 benefit (each an "Uncovered Claim"). Unless expressly
prohibited  by law,  the  Company  shall also  indemnify  a director  or officer
against his  reasonable  expenses and all  liabilities  in  connection  with any
proceeding  involving that director or officer,  including a proceeding by or in
the right of the  Company,  unless such breach of duty is based on an  Uncovered
Claim. Additionally,  the Company shall advance or pay those reasonable expenses
incurred by the director or officer in a proceeding, provided that such director
or officer,  as a condition to such payment,  undertakes to repay the Company if
it  shall  be  finally  adjudicated  that the  breach  of duty  was  based on an
Uncovered Claim.

ITEM 7.   Exemption from Registration Claimed.

                      Not applicable.

ITEM 8.   Exhibits.

         5    Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the
              securities being registered.

         23.1 Consent of KPMG Peat Marwick LLP.

         23.2 Consent of Pitney,  Hardin,  Kipp & Szuch  (included  in Exhibit 5
              hereto).

         99.1 1998 Stock Option Plan.

         99.2 1998 Stock Option Plan for Outside Directors

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  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 requirements of the Securities Act of 1933, as amended,
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  Peapack-Gladstone,  State of New Jersey, on
the 14th day of May, 1998.

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION

                     By:  FRANK A. KISSEL
                          ------------------------------------------------------
                          Frank A. Kissel
                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                     Title                                             Date
Chairman and Director
T. LEONARD HILL                                                                               May 14, 1998
----------------------------
T. Leonard Hill
                                Treasurer and Senior Vice President (Principal
                                             Accounting Officer)
ARTHUR F. BIRMINGHAM                                                                          May 14, 1998
----------------------------
Arthur F. Birmingham

PAMELA HILL                                       Director                                    May 14, 1998
----------------------------
Pamela Hill

JOHN D. KISSEL                                    Director                                    May 14, 1998
----------------------------
John D. Kissel

JAMES R. LAMB                                     Director                                    May 14, 1998
----------------------------
James R. Lamb

GEORGE R. LAYTON                                  Director                                    May 14, 1998
----------------------------
George R. Layton

EDWARD A. MERTON                                  Director                                    May 14, 1998
----------------------------
Edward A. Merton

F. DUFFIELD MEYERCORD                             Director                                    May 14, 1998
----------------------------
F. Duffield Meyercord

                                                  Director                                    May ____, 1998
----------------------------
John R. Mulcahy

PHILIP W. SMITH                                   Director                                    May 14, 1998
----------------------------
Philip W. Smith

JACK D. STINE                                     Director                                    May 14, 1998
----------------------------
Jack D. Stine

WILLIAM TURNBULL                                  Director                                    May 14, 1998
----------------------------
William Turnbull
INDEX TO EXHIBITS

Exhibit No.                       Description

         5      Opinion of Pitney, Hardin, Kipp & Szuch

         23.1   Consent of KPMG Peat Marwick LLP

         99.1   1998 Stock Option Plan

         99.2   1998 Stock Option Plan for Outside Directors
Exhibit 5

                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                        MORRISTOWN, NEW JERSEY 07962-1945

                                                                    May 19, 1998

Peapack-Gladstone Financial Corporation
158 Route 206 North
Gladstone, New Jersey  07934

         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") by Peapack-Gladstone  Financial Corporation (the "Company") relating
to 100,000 shares of the Company's Common Stock, no par value (the "Securities")
to be offered  pursuant to the  Company's  1998 Stock Option Plan and 1998 Stock
Option Plan for Outside Directors (together, the "Plans").

         We have also  examined  originals,  or copies  certified  or  otherwise
identified  to  our  satisfaction,   of  such  corporate   records,   documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we deemed necessary in order to express
the opinion hereinafter set forth.

         Based on the foregoing, we are of the opinion that, when the Securities
have been duly issued as contemplated by the Registration  Statement  (including
the  Prospectuses  which  are not  filed  herewith)  and the  Plans  and for the
consideration  determined  in  accordance  with  the  terms  of the  Plans,  the
Securities will be validly issued, fully paid and non-assessable.

         The  foregoing  opinion is limited  to the  Federal  laws of the United
States and the laws of the State of New Jersey, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We  hereby  consent  to  use  of  this  opinion  as an  Exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange  Commission
thereunder.

                                            Very truly yours,

                                            PITNEY, HARDIN, KIPP & SZUCH