SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                           High Point Financial Corp.
                 ---------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   New Jersey                      22-2426221
       ----------------------------------         -------------------
           (State or Other Jurisdiction            (I.R.S. Employer
        of Incorporation or Organization)          Identification No.)

                Branchville Square, Branchville, New Jersey 07826
                -------------------------------------------------
                    (Address of Principal Executive Offices)

                 1996 Non-Employee Director Stock Option Plan
                  1996 Employee Incentive Stock Option Plan
                 --------------------------------------------
                            (Full Title of the Plans)

                               Gregory W.A. Meehan
                           Vice President & Treasurer
                           High Point Financial Corp.
                Branchville Square, Branchville, New Jersey 07826

                                 with copies to:

                               Joseph Lunin, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                200 Campus Drive
                       Florham Park, New Jersey 07962-0950
                      -------------------------------------
                     (Name and Address of Agent For Service)

                                 (201) 948-3300
             ------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                     <C>             <C>                  <C>                    <C>
======================= =============== ==================== ====================== ========================
                                         Proposed Maximum
Title of Securities to                   Offering Price Per     Proposed Maximum
          be            Amount to be           Share*          Aggregate Offering    Amount of Registration
      Registered         Registered                                Price*                   Fee*
======================= =============== ==================== ====================== ========================
Common Stock               240,000              $6.31            $1,514,400.00            $522.25
======================= =============== ==================== ====================== ========================

</TABLE>

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 pursuant to the employee benefit plans described herein.


* The shares of Common Stock being  registered  represent shares of Common Stock
which may be acquired pursuant to options granted or which may be granted in the
future under the 1996  Non-Employee  Director  Stock Option Plan (the  "Director
Plan") and the 1996 Employee Incentive Stock Option Plan (the "Incentive Plan").
The  Registrant  has granted  options to acquire  97,500  shares of Common Stock
under the Director  Plan at an exercise  price of $6.75 per share.  The exercise
prices of the options which may be granted in the future under the Director Plan
and the Incentive Plan are not presently  determinable.  In accordance with Rule
457(h) and Rule 457(c), the registration fee has been calculated by reference to
the market price of the Common Stock as of June 24, 1996.

<PAGE>


================================================================================

================================================================================


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  previously  filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  by High Point  Financial  Corp.  (the
"Company") are incorporated herein by reference and made a part hereof:

         1.   The  Company's  Annual  Report  on Form  10-K for the
              fiscal year ended December 31, 1995;

         2.   The Company's  Current Report on Form 8-K dated April
              1, 1996;

         3.   The Company's  Quarterly  Report on Form 10-Q for the
              quarter ended March 31, 1996; and

         4.   The  description  of the  Company's  Common  Stock as
              contained  under the heading  "Description of Capital
              Securities  and  Related  Matters"  in the  Company's
              Registration  Statement  on Form  S-2  dated  May 16,
              1994.

         All documents  subsequently filed by the Company, the Director Plan and
the  Incentive  Plan  pursuant  to  Sections  13(a),  13(c),  14 or 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  incorporated  by
reference  in this  Registration  Statement  and shall be 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.

         The  validity of the shares of Common Stock  registered  hereby will be
passed upon for the Company by Pitney,  Hardin,  Kipp & Szuch,  Morristown,  New
Jersey, counsel for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and officers of the Company are  indemnified  by the Company
under the provisions of the New Jersey  Business  Corporation Act (the "NJBCA"),
in particular Section 14A:3-5 of the NJBCA, the material provisions of which may
be summarized as follows:

         Derivative and Nonderivative Proceedings.  Section 14A:3-5 of the NJBCA
provides that in nonderivative proceedings (proceedings other than those brought
by or in the right of the corporation),  a corporation may indemnify  "corporate
agents" (defined to include directors,  officers,  employees and persons serving
in other  capacities  at the  corporation's  request)  against  both  "expenses"
(defined as reasonable costs,  disbursements and counsel fees) and "liabilities"
(defined  to  include  judgments,  fines,  settlements  and  penalties)  if  the
corporate  agent  acted in good  faith  and in a  manner  such  corporate  agent
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and, with respect to any criminal  proceeding,  such corporate agent
had no  reasonable  cause to believe the conduct  was  unlawful.  The NJBCA also
provides that in derivative proceedings  (proceedings brought by or in the right
of the  corporation),  a corporation  may  indemnify  corporate  agents  against
expenses  if the  corporate  agent  acted in good  faith  and in a  manner  such
corporate  agent  reasonably  believed  to be in or  not  opposed  to  the  best
interests of the corporation. In all cases the NJBCA requires the corporation to
indemnify  against  expenses,  including  counsel  fees,  to the  extent  that a
corporate agent has been successful in a derivative or nonderivative  proceeding
on the merits or otherwise, or in defense of any claim, issue or matter therein,
and permits a corporation to advance  expenses upon an undertaking for repayment
if it shall ultimately be determined that the corporate agent is not entitled to
indemnification.  The NJBCA states that the  indemnification  it provides "shall
not exclude any other  rights,  including  the right to be  indemnified  against
liabilities  and  expenses  incurred  in  proceedings  by or in the right of the
corporation," to which a corporate agent may be entitled "under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise," unless the
agent has been adjudged guilty of a breach of loyalty,  a failure to act in good
faith,  a knowing  violation  of law,  or the  receipt of an  improper  personal
benefit.

         Determinations  Regarding  Indemnification.  Indemnification of a party
(unless  ordered  by a  court)  is  dependent  upon a  determination  that  such
indemnification is proper because the party has met the applicable standards set
forth above. Such a determination  must be made (a) by the Board of Directors or
a  committee  thereof  acting  by a  majority  vote of a  quorum  consisting  of
directors who were not parties to or otherwise  involved in the proceedings,  or
(b) under  certain  circumstances,  by  independent  legal  counsel in a written
opinion, or (c) by the shareholders.

         Other Material Provisions.  The indemnification  provided by statute is
not exclusive of other rights of  indemnification,  and inures to the benefit of
an officer's or director's legal representative, provided that a corporation may
not indemnify an officer or director  that has been adjudged  guilty of a breach
of loyalty,  a failure to act in good faith,  a knowing  violation of law or the
receipt of any  improper  personal  benefit.  A  corporation  may  purchase  and
maintain  insurance  against  expenses  incurred  by, and  liabilities  asserted
against,  directors,   officers,   employees  or  agents,  whether  or  not  the
corporation would be empowered to provide such indemnity, and such insurance may
be purchased from an insurer  affiliated with such  corporation,  whether or not
such insurer does business with any other insured.

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

         The officers and directors of the Company are insured  against  certain
liabilities  which they may incur in their respective  capacities as officers or
directors pursuant to directors and officers liability  insurance policies which
provide  coverage  up to  $2,000,000.00,  subject to a  corporate  retention  of
$75,000.00.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         (4)    (a) Indenture  (including the forms of Debentures) dated  as  of
                    March 1, 1987,  between  High Point Financial Corp. and  New
                    Jersey National Bank, Trustee,  incorporated by reference to
                    Exhibit 4(c) to the Registration Statement on Form S-2 filed
                    on February 26, 1987 (No.  33-12243),  and  Amendment  No. 1
                    thereto, filed on March 13, 1987.

                (b) Equity  Contract  Agency   Agreement   (including  form  of
                    Cancelable Mandatory Stock Purchase Contracts), dated as of
                    March 1, 1987,  between High Point  Financial Corp. and The
                    United  Jersey  Bank/Commercial   Trust,   incorporated  by
                    reference to Exhibit 4(d) to the Registration  Statement on
                    Form S-2 filed by the  Company on  February  26,  1987 (No.
                    33-12243),  and Amendment No. 1 thereto, filed on March 13,
                    1987.

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

         (23)   (a) Consent of Independent Public Accountants.

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

         (24)       Power of attorney.

ITEM 9.  UNDERTAKINGS.

         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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the  aggregate,  the  changes  in volume and price  represent  no more than a 20
percent  change  in the  maximum  aggregate  offering  price  set  forth  in the
"Calculation of Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission 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 the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

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

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

         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 Securities Act
of  1933  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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the  requirements of the Securities Act of
1933, as amended,  the Registrant  certifies  that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.

                                       HIGH POINT FINANCIAL CORP.

                                       By: /S/ MICHAEL A. DICKERSON
                                          --------------------------------
                                          Michael A. Dickerson, President &
                                          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.

              *
- ---------------------------                                        June 25, 1996
William A. Dolan, II             Chairman of the Board

 /S/ MICHAEL A. DICKERSON
- ---------------------------                                        June 25, 1996
Michael A. Dickerson             President, Chief Executive
                                  Officer and Director
 /S/ GREGORY W. A. MEEHAN
- ---------------------------                                        June 25, 1996
Gregory W.A. Meehan              Vice President and Treasurer

              *
- ---------------------------                                        June 25, 1996
Rita A. Myers                    Comptroller

              *
- ---------------------------                                        June 25, 1996
Larry R. Condit                  Vice Chairman and Director

              *
- ---------------------------                                        June 25, 1996
George H. Guptill, Jr.           Director 

              *
- ---------------------------                                        June 25, 1996
Charles L. Lain                  Director

              *
- ---------------------------                                        June 25, 1996
Harold E. Pellow                 Director  

              *
- ---------------------------                                        June 25, 1996
Richard M. Roy                   Director

              *
- ---------------------------                                        June 25, 1996
Charles R. Tice                  Director

 /S/ GREGORY W.A. MEEHAN
- ---------------------------
* by Gregory W.A. Meehan as attorney-in-fact.

         THE DIRECTOR PLAN.  Pursuant to the  requirements of the Securities Act
of 1933,  as amended,  the  Committee  administering  the Director Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.

                                               1996 NON-EMPLOYEE DIRECTOR STOCK
                                               OPTION PLAN



                                               By:/S/ MICHAEL A. DICKERSON
                                                  -----------------------------
                                                      Michael A. Dickerson,
                                                      Committee Member



         THE INCENTIVE PLAN.  Pursuant to the requirements of the Securities Act
of 1933, as amended,  the Committee  administering  the Incentive  Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.

                                               1996 EMPLOYEE INCENTIVE STOCK
                                               OPTION PLAN



                                               By:/S/ MICHAEL A. DICKERSON
                                                  -----------------------------
                                                      Michael A. Dickerson,
                                                      Committee Member


================================================================================
================================================================================



                                  EXHIBIT INDEX
                                  -------------

Exhibit Number                Document                                     Page
- --------------                --------                                     ----

(4)  (a)  Indenture  (including  the  forms of  Debentures)  dated as of 
          March 1, 1987,  between  High  Point  Financial  Corp.  and New
          Jersey  National Bank, Trustee  (incorporated  by  reference to
          Exhibit  4(c) to  the Registration Statement on Form S-2  filed
          on February 26, 1987 (No. 33-12243), and Amendment No.1 thereto,
          filed on March 13, 1987).                                          *

     (b)  Equity Contract Agency Agreement (including form of Cancelable
          Mandatory Stock Purchase Contracts), dated as of March 1, 1987
          between High Point Financial Corp. and The United Jersey Bank/
          Commercial Trust (incorporated by reference to Exhibit 4(d) to
          the Registration Statement on Form S-2 filed by the Company on
          February 26, 1987 (No. 33-12243), and Amendment No. 1 thereto,
          filed on March 13, 1987).                                          *

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

(23)(a)   Consent of Independent Public Accountants.

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

(24)      Power of attorney.



*   previously filed.


<PAGE>

                                                                       EXHIBIT 5
                                                                       ---------
                                                  June 25, 1996

High Point Financial Corp.
Branchville Square
Branchville, New Jersey  07826


                  We  refer  to the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  being  filed by High Point  Financial  Corp.  ("High
Point")  relating to (i) 105,000  shares of High Point's  Common  Stock,  no par
value  (the  "Common  Stock"),  issuable  pursuant  to  options  under  the 1996
Non-Employee  Director Stock Option Plan (the "Director Plan"), and (ii) 135,000
shares of Common  Stock  issuable  pursuant to options  under the 1996  Employee
Incentive Stock Option Plan (the "Incentive Plan"). Shares of Common Stock newly
issued by High  Point  pursuant  to the terms of the  foregoing  plans  upon the
exercise  of options  granted  thereunder  are  hereinafter  referred  to as the
"Issued Shares."

                  We have examined  originals,  or copies certified or otherwise
identified  to  our  satisfaction,   of  such  corporate   records,   documents,
agreements,  instruments  and  certificates of officers of High Point as we have
deemed necessary or appropriate in order to express the opinion  hereinafter set
forth.

                  Based  upon the  foregoing,  we are of the  opinion  that when
issued and delivered to and paid for by an optionee pursuant to the terms of the
Director Plan or the Incentive  Plan, as  applicable,  the Issued Shares will be
validly issued, fully paid and non-assessable.

                  We hereby  consent to the 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 Securities Act of 1933, as amended,  or the Rules and  Regulations of the
Securities and Exchange Commission thereunder.

                                      Very truly yours,



                                      PITNEY, HARDIN, KIPP & SZUCH

<PAGE>
                                                                  Exhibit 23 (a)



                    Consent of Independent Public Accountants




As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 19, 1996
included in High Point  Financial  Corp.'s Form 10-K for the year ended December
31,  1995  and to all  references  to our  firm  included  in this  registration
statement.

                                                   /S/ ARTHUR ANDERSON LLP

                                                   ARTHUR ANDERSEN LLP



Roseland, New Jersey
June 25, 1996

<PAGE>

                                                                      EXHIBIT 24


                           HIGH POINT FINANCIAL CORP.

                                POWER OF ATTORNEY

                                    FORM S-8


         BY THESE PRESENTS ALL SHALL KNOW, that each of the undersigned officers
and directors of High Point  Financial Corp.  ("High Point"),  does hereby make,
constitute and appoint Gregory W.A. Meehan and Michael A. Dickerson, and each of
them,  as the true and lawful agents and  attorneys-in-fact  for such officer or
director and in the name (with full power of  substitution) of each such officer
or director,  acting singly, to sign, execute,  attest,  acknowledge and deliver
and to do all other acts and things on behalf of such  officer or  director,  as
either of said agents and  attorneys-in-fact  may deem necessary or advisable to
enable High Point to comply with (i) the Securities Act of 1933, as amended, and
any rules and  regulations  and  requirements  of the  Securities  and  Exchange
Commission in respect  thereof,  and (ii) the applicable  securities laws of any
state in which High Point  proposes to offer any  securities,  and any rules and
regulations  and  requirements  of  applicable  state  securities  regulators in
respect thereof, in connection with the registration on Form S-8 of stock option
plans and  underlying  securities  of High Point,  including  specifically,  but
without  limiting the  generality of the  foregoing,  the power and authority to
sign the name of the  undersigned in the capacity of the undersigned as Director
and/or Officer of High Point to one or more registration  statements to be filed
with  the  Securities  and  Exchange   Commission  and  such  state   securities
regulators,  to any and all amendments,  including post-effective amendments and
supplements,  to any such registration statements and to any and all instruments
and  documents  filed as part of or in  connection  with  any such  registration
statements and to any and all  instruments  and documents filed as part of or in
connection with any such registration  statements or amendments thereto;  HEREBY
RATIFYING AND CONFIRMING all that the agents and  attorneys-in-fact  shall do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have subscribed these presents this
21st day of May, 1996.



/S/WILLIAM A. DOLAN, II                                            May 21, 1996
- ------------------------------
        William A. Dolan, II       Chairman of the Board




/S/MICHAEL A. DICKERSON                                            May 21, 1996
- ------------------------------
        Michael A. Dickerson       President, Chief Executive
                                   Officer and Director


/S/GREGORY W.A. MEEHAN                                             May 21, 1996
- ------------------------------
        Gregory W.A. Meehan        Vice President and Treasurer
                                   (Principal Financial Officer)


/S/RITA A. MYERS                                                   May 21, 1996
- ------------------------------
        Rita A. Myers              Comptroller (Principal
                                   Accounting Officer)


/S/LARRY R. CONDIT                                                 May 21, 1996
- ------------------------------
        Larry R. Condit            Vice Chairman and Director


/S/GEORGE H. GUPTILL, JR.                                          May 21, 1996
- ------------------------------
        George H. Guptill, Jr.     Director


/S/CHARLES L. LAIN                                                 May 21, 1996
- ------------------------------
        Charles L. Lain            Director



/S/HAROLD E. PELLOW                                                May 21, 1996
- ------------------------------
        Harold E. Pellow           Director



/S/RICHARD M. ROY                                                  May 21, 1996
- ------------------------------
        Richard M. Roy             Director



/S/CHARLES L. TICE                                                 May 21, 1996
- -----------------------------
        Charles L. Tice            Director
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SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                           High Point Financial Corp.
                 ---------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   New Jersey                      22-2426221
       ----------------------------------         -------------------
           (State or Other Jurisdiction            (I.R.S. Employer
        of Incorporation or Organization)          Identification No.)

                Branchville Square, Branchville, New Jersey 07826
                -------------------------------------------------
                    (Address of Principal Executive Offices)

                 1996 Non-Employee Director Stock Option Plan
                  1996 Employee Incentive Stock Option Plan
                 --------------------------------------------
                            (Full Title of the Plans)

                               Gregory W.A. Meehan
                           Vice President & Treasurer
                           High Point Financial Corp.
                Branchville Square, Branchville, New Jersey 07826

                                 with copies to:

                               Joseph Lunin, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                200 Campus Drive
                       Florham Park, New Jersey 07962-0950
                      -------------------------------------
                     (Name and Address of Agent For Service)

                                 (201) 948-3300
             ------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
======================= =============== ==================== ====================== ========================
                                         Proposed Maximum
Title of Securities to                   Offering Price Per     Proposed Maximum
          be            Amount to be           Share*          Aggregate Offering    Amount of Registration
      Registered         Registered                                Price*                   Fee*
======================= =============== ==================== ====================== ========================
Common Stock               240,000              $6.31            $1,514,400.00            $522.25
======================= =============== ==================== ====================== ========================
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 pursuant to the employee benefit plans described herein.

* The shares of Common Stock being  registered  represent shares of Common Stock
which may be acquired pursuant to options granted or which may be granted in the
future under the 1996  Non-Employee  Director  Stock Option Plan (the  "Director
Plan") and the 1996 Employee Incentive Stock Option Plan (the "Incentive Plan").
The  Registrant  has granted  options to acquire  97,500  shares of Common Stock
under the Director  Plan at an exercise  price of $6.75 per share.  The exercise
prices of the options which may be granted in the future under the Director Plan
and the Incentive Plan are not presently  determinable.  In accordance with Rule
457(h) and Rule 457(c), the registration fee has been calculated by reference to
the market price of the Common Stock as of June 24, 1996.
================================================================================

================================================================================

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  previously  filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  by High Point  Financial  Corp.  (the
"Company") are incorporated herein by reference and made a part hereof:

         1.   The  Company's  Annual  Report  on Form  10-K for the
              fiscal year ended December 31, 1995;

         2.   The Company's  Current Report on Form 8-K dated April
              1, 1996;

         3.   The Company's  Quarterly  Report on Form 10-Q for the
              quarter ended March 31, 1996; and

         4.   The  description  of the  Company's  Common  Stock as
              contained  under the heading  "Description of Capital
              Securities  and  Related  Matters"  in the  Company's
              Registration  Statement  on Form  S-2  dated  May 16,
              1994.

         All documents  subsequently filed by the Company, the Director Plan and
the  Incentive  Plan  pursuant  to  Sections  13(a),  13(c),  14 or 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  incorporated  by
reference  in this  Registration  Statement  and shall be 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.

         The  validity of the shares of Common Stock  registered  hereby will be
passed upon for the Company by Pitney,  Hardin,  Kipp & Szuch,  Morristown,  New
Jersey, counsel for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and officers of the Company are  indemnified  by the Company
under the provisions of the New Jersey  Business  Corporation Act (the "NJBCA"),
in particular Section 14A:3-5 of the NJBCA, the material provisions of which may
be summarized as follows:

         Derivative and Nonderivative Proceedings.  Section 14A:3-5 of the NJBCA
provides that in nonderivative proceedings (proceedings other than those brought
by or in the right of the corporation),  a corporation may indemnify  "corporate
agents" (defined to include directors,  officers,  employees and persons serving
in other  capacities  at the  corporation's  request)  against  both  "expenses"
(defined as reasonable costs,  disbursements and counsel fees) and "liabilities"
(defined  to  include  judgments,  fines,  settlements  and  penalties)  if  the
corporate  agent  acted in good  faith  and in a  manner  such  corporate  agent
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and, with respect to any criminal  proceeding,  such corporate agent
had no  reasonable  cause to believe the conduct  was  unlawful.  The NJBCA also
provides that in derivative proceedings  (proceedings brought by or in the right
of the  corporation),  a corporation  may  indemnify  corporate  agents  against
expenses  if the  corporate  agent  acted in good  faith  and in a  manner  such
corporate  agent  reasonably  believed  to be in or  not  opposed  to  the  best
interests of the corporation. In all cases the NJBCA requires the corporation to
indemnify  against  expenses,  including  counsel  fees,  to the  extent  that a
corporate agent has been successful in a derivative or nonderivative  proceeding
on the merits or otherwise, or in defense of any claim, issue or matter therein,
and permits a corporation to advance  expenses upon an undertaking for repayment
if it shall ultimately be determined that the corporate agent is not entitled to
indemnification.  The NJBCA states that the  indemnification  it provides "shall
not exclude any other  rights,  including  the right to be  indemnified  against
liabilities  and  expenses  incurred  in  proceedings  by or in the right of the
corporation," to which a corporate agent may be entitled "under a certificate of
incorporation, by-law, agreement, vote of shareholders or otherwise," unless the
agent has been adjudged guilty of a breach of loyalty,  a failure to act in good
faith,  a knowing  violation  of law,  or the  receipt of an  improper  personal
benefit.

         Determinations  Regarding  Indemnification.  Indemnification of a party
(unless  ordered  by a  court)  is  dependent  upon a  determination  that  such
indemnification is proper because the party has met the applicable standards set
forth above. Such a determination  must be made (a) by the Board of Directors or
a  committee  thereof  acting  by a  majority  vote of a  quorum  consisting  of
directors who were not parties to or otherwise  involved in the proceedings,  or
(b) under  certain  circumstances,  by  independent  legal  counsel in a written
opinion, or (c) by the shareholders.

         Other Material Provisions.  The indemnification  provided by statute is
not exclusive of other rights of  indemnification,  and inures to the benefit of
an officer's or director's legal representative, provided that a corporation may
not indemnify an officer or director  that has been adjudged  guilty of a breach
of loyalty,  a failure to act in good faith,  a knowing  violation of law or the
receipt of any  improper  personal  benefit.  A  corporation  may  purchase  and
maintain  insurance  against  expenses  incurred  by, and  liabilities  asserted
against,  directors,   officers,   employees  or  agents,  whether  or  not  the
corporation would be empowered to provide such indemnity, and such insurance may
be purchased from an insurer  affiliated with such  corporation,  whether or not
such insurer does business with any other insured.

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

         The officers and directors of the Company are insured  against  certain
liabilities  which they may incur in their respective  capacities as officers or
directors pursuant to directors and officers liability  insurance policies which
provide  coverage  up to  $2,000,000.00,  subject to a  corporate  retention  of
$75,000.00.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         (4)    (a) Indenture  (including the forms of Debentures) dated  as  of
                    March 1, 1987,  between  High Point Financial Corp. and  New
                    Jersey National Bank, Trustee,  incorporated by reference to
                    Exhibit 4(c) to the Registration Statement on Form S-2 filed
                    on February 26, 1987 (No.  33-12243),  and  Amendment  No. 1
                    thereto, filed on March 13, 1987.

                (b) Equity  Contract  Agency   Agreement   (including  form  of
                    Cancelable Mandatory Stock Purchase Contracts), dated as of
                    March 1, 1987,  between High Point  Financial Corp. and The
                    United  Jersey  Bank/Commercial   Trust,   incorporated  by
                    reference to Exhibit 4(d) to the Registration  Statement on
                    Form S-2 filed by the  Company on  February  26,  1987 (No.
                    33-12243),  and Amendment No. 1 thereto, filed on March 13,
                    1987.

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

         (23)   (a) Consent of Independent Public Accountants.

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

         (24)       Power of attorney.

ITEM 9.  UNDERTAKINGS.

         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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the  aggregate,  the  changes  in volume and price  represent  no more than a 20
percent  change  in the  maximum  aggregate  offering  price  set  forth  in the
"Calculation of Registration Fee" table in the effective 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 (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission 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 the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

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

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

         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 Securities Act
of  1933  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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

         THE REGISTRANT.  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 of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.

                                       HIGH POINT FINANCIAL CORP.

                                       By: /S/ MICHAEL A. DICKERSON
                                          --------------------------------
                                          Michael A. Dickerson, President &
                                          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.

              *
- ---------------------------                                        June 25, 1996
William A. Dolan, II             Chairman of the Board

 /S/ MICHAEL A. DICKERSON
- ---------------------------                                        June 25, 1996
Michael A. Dickerson             President, Chief Executive
                                  Officer and Director
 /S/ GREGORY W. A. MEEHAN
- ---------------------------                                        June 25, 1996
Gregory W.A. Meehan              Vice President and Treasurer

              *
- ---------------------------                                        June 25, 1996
Rita A. Myers                    Comptroller

              *
- ---------------------------                                        June 25, 1996
Larry R. Condit                  Vice Chairman and Director

              *
- ---------------------------                                        June 25, 1996
George H. Guptill, Jr.           Director 

              *
- ---------------------------                                        June 25, 1996
Charles L. Lain                  Director

              *
- ---------------------------                                        June 25, 1996
Harold E. Pellow                 Director  

              *
- ---------------------------                                        June 25, 1996
Richard M. Roy                   Director

              *
- ---------------------------                                        June 25, 1996
Charles R. Tice                  Director

 /S/ GREGORY W.A. MEEHAN
- ---------------------------
* by Gregory W.A. Meehan as attorney-in-fact.

         THE DIRECTOR PLAN.  Pursuant to the  requirements of the Securities Act
of 1933,  as amended,  the  Committee  administering  the Director Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.

                                               1996 NON-EMPLOYEE DIRECTOR STOCK
                                               OPTION PLAN

                                               By:/S/ MICHAEL A. DICKERSON
                                                  -----------------------------
                                                      Michael A. Dickerson,
                                                      Committee Member

         THE INCENTIVE PLAN.  Pursuant to the requirements of the Securities Act
of 1933, as amended,  the Committee  administering  the Incentive  Plan has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Borough of Branchville and State
of New Jersey, on June 25, 1996.

                                               1996 EMPLOYEE INCENTIVE STOCK
                                               OPTION PLAN

                                               By:/S/ MICHAEL A. DICKERSON
                                                  -----------------------------
                                                      Michael A. Dickerson,
                                                      Committee Member

================================================================================
================================================================================

                                  EXHIBIT INDEX
                                  -------------

Exhibit Number                Document                                     Page
- --------------                --------                                     ----

(4)  (a)  Indenture  (including  the  forms of  Debentures)  dated as of 
          March 1, 1987,  between  High  Point  Financial  Corp.  and New
          Jersey  National Bank, Trustee  (incorporated  by  reference to
          Exhibit  4(c) to  the Registration Statement on Form S-2  filed
          on February 26, 1987 (No. 33-12243), and Amendment No.1 thereto,
          filed on March 13, 1987).                                          *

     (b)  Equity Contract Agency Agreement (including form of Cancelable
          Mandatory Stock Purchase Contracts), dated as of March 1, 1987
          between High Point Financial Corp. and The United Jersey Bank/
          Commercial Trust (incorporated by reference to Exhibit 4(d) to
          the Registration Statement on Form S-2 filed by the Company on
          February 26, 1987 (No. 33-12243), and Amendment No. 1 thereto,
          filed on March 13, 1987).                                          *

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

(23)(a)   Consent of Independent Public Accountants.

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

(24)      Power of attorney.

*   previously filed.
EXHIBIT 5
                                                                       ---------
                                                  June 25, 1996

High Point Financial Corp.
Branchville Square
Branchville, New Jersey  07826

                  We  refer  to the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  being  filed by High Point  Financial  Corp.  ("High
Point")  relating to (i) 105,000  shares of High Point's  Common  Stock,  no par
value  (the  "Common  Stock"),  issuable  pursuant  to  options  under  the 1996
Non-Employee  Director Stock Option Plan (the "Director Plan"), and (ii) 135,000
shares of Common  Stock  issuable  pursuant to options  under the 1996  Employee
Incentive Stock Option Plan (the "Incentive Plan"). Shares of Common Stock newly
issued by High  Point  pursuant  to the terms of the  foregoing  plans  upon the
exercise  of options  granted  thereunder  are  hereinafter  referred  to as the
"Issued Shares."

                  We have examined  originals,  or copies certified or otherwise
identified  to  our  satisfaction,   of  such  corporate   records,   documents,
agreements,  instruments  and  certificates of officers of High Point as we have
deemed necessary or appropriate in order to express the opinion  hereinafter set
forth.

                  Based  upon the  foregoing,  we are of the  opinion  that when
issued and delivered to and paid for by an optionee pursuant to the terms of the
Director Plan or the Incentive  Plan, as  applicable,  the Issued Shares will be
validly issued, fully paid and non-assessable.

                  We hereby  consent to the 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 Securities Act of 1933, as amended,  or the Rules and  Regulations of the
Securities and Exchange Commission thereunder.

                                      Very truly yours,

                                      PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23 (a)

                    Consent of Independent Public Accountants

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 19, 1996
included in High Point  Financial  Corp.'s Form 10-K for the year ended December
31,  1995  and to all  references  to our  firm  included  in this  registration
statement.

                                                   /S/ ARTHUR ANDERSON LLP

                                                   ARTHUR ANDERSEN LLP

Roseland, New Jersey
June 25, 1996
EXHIBIT 24

                           HIGH POINT FINANCIAL CORP.

                                POWER OF ATTORNEY

                                    FORM S-8

         BY THESE PRESENTS ALL SHALL KNOW, that each of the undersigned officers
and directors of High Point  Financial Corp.  ("High Point"),  does hereby make,
constitute and appoint Gregory W.A. Meehan and Michael A. Dickerson, and each of
them,  as the true and lawful agents and  attorneys-in-fact  for such officer or
director and in the name (with full power of  substitution) of each such officer
or director,  acting singly, to sign, execute,  attest,  acknowledge and deliver
and to do all other acts and things on behalf of such  officer or  director,  as
either of said agents and  attorneys-in-fact  may deem necessary or advisable to
enable High Point to comply with (i) the Securities Act of 1933, as amended, and
any rules and  regulations  and  requirements  of the  Securities  and  Exchange
Commission in respect  thereof,  and (ii) the applicable  securities laws of any
state in which High Point  proposes to offer any  securities,  and any rules and
regulations  and  requirements  of  applicable  state  securities  regulators in
respect thereof, in connection with the registration on Form S-8 of stock option
plans and  underlying  securities  of High Point,  including  specifically,  but
without  limiting the  generality of the  foregoing,  the power and authority to
sign the name of the  undersigned in the capacity of the undersigned as Director
and/or Officer of High Point to one or more registration  statements to be filed
with  the  Securities  and  Exchange   Commission  and  such  state   securities
regulators,  to any and all amendments,  including post-effective amendments and
supplements,  to any such registration statements and to any and all instruments
and  documents  filed as part of or in  connection  with  any such  registration
statements and to any and all  instruments  and documents filed as part of or in
connection with any such registration  statements or amendments thereto;  HEREBY
RATIFYING AND CONFIRMING all that the agents and  attorneys-in-fact  shall do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have subscribed these presents this
21st day of May, 1996.

/S/WILLIAM A. DOLAN, II                                            May 21, 1996
- ------------------------------
        William A. Dolan, II       Chairman of the Board

/S/MICHAEL A. DICKERSON                                            May 21, 1996
- ------------------------------
        Michael A. Dickerson       President, Chief Executive
                                   Officer and Director

/S/GREGORY W.A. MEEHAN                                             May 21, 1996
- ------------------------------
        Gregory W.A. Meehan        Vice President and Treasurer
                                   (Principal Financial Officer)

/S/RITA A. MYERS                                                   May 21, 1996
- ------------------------------
        Rita A. Myers              Comptroller (Principal
                                   Accounting Officer)

/S/LARRY R. CONDIT                                                 May 21, 1996
- ------------------------------
        Larry R. Condit            Vice Chairman and Director

/S/GEORGE H. GUPTILL, JR.                                          May 21, 1996
- ------------------------------
        George H. Guptill, Jr.     Director

/S/CHARLES L. LAIN                                                 May 21, 1996
- ------------------------------
        Charles L. Lain            Director

/S/HAROLD E. PELLOW                                                May 21, 1996
- ------------------------------
        Harold E. Pellow           Director

/S/RICHARD M. ROY                                                  May 21, 1996
- ------------------------------
        Richard M. Roy             Director

/S/CHARLES L. TICE                                                 May 21, 1996
- -----------------------------
        Charles L. Tice            Director