As filed with the Securities and Exchange Commission on
                                January 18, 2000
                             Registration No. 333-__

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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

                         COMMUNITY BANCORP OF NEW JERSEY
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         (State of other jurisdiction of incorporation or organization)

                                   22-3666589
                      (I.R.S. Employer Identification No.)

                              3535 HIGHWAY 9 NORTH
                           FREEHOLD, NEW JERSEY 07728
                    (Address of principal executive offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                         1998 EMPLOYEE STOCK OPTION PLAN
                         1997 EMPLOYEE STOCK OPTION PLAN
                             1997 STOCK OPTION PLAN
                1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plans)

                               ROBERT D. O'DONNELL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         COMMUNITY BANCORP OF NEW JERSEY
                              3535 HIGHWAY 9 NORTH
                           FREEHOLD, NEW JERSEY 07728
                     (Name and address of agent for service)

                                 (732) 863-9000
          (Telephone number, including area code of agent for service)

================================================================================
<PAGE>
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

====================================================================================================================
Title of Securities to      Amount to be        Proposed Maximum     Proposed Maximum          Amount of
be Registered               Registered (1)      Offering Price Per   Aggregate Offering        Registration Fee (2)
                                                Share (2)            Price (2)
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                 <C>                          <C>
Common Stock, no par
value per share and
interests of
participation in
the Plan                      313,120             $13.50              $4,227,120                   $1,175
====================================================================================================================
</TABLE>

(1)      Represents  shares to be issued upon the exercise of stock  options and
         those purchasable under the Employee Stock Purchase Plan.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Last trading price of the  securities  on the NASDAQ stock  exchange on
         January 7, 2000.

         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 plan(s) described herein.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

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

         (a)      the  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter ended June 30, 1999;

         (b)      the  Registrant's  Current  Report on Form 8-K  dated  July 1,
                  1999;

         (c)      The  Regsitrant's  Current  Report on Form 8-K  dated  July 9,
                  1999; and

         (d)      the  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter ended September 30, 1999.

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

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

Item 4.   Description of Securities.

Capital Structure

         The  Corporation's   certificate  of  incorporation   provides  for  an
authorized  capitalization  consisting  of  5,000,000  shares of  common  stock,
without par value.

Liquidation Rights

          In  the  event  of  liquidation,  dissolution  or  winding  up of  the
Corporation,  holders of Common Stock are entitled to receive, on a pro rata per
share basis,  any assets  distributable  to  shareholders,  after the payment of
debts and liabilities  and after the  distribution to holders of any outstanding
shares hereafter issued which have prior rights upon liquidation.

Dividend Rights

         The  holders of the  Corporation's  Common  Stock will be  entitled  to
dividends,  when, as, and if declared by the  Corporation's  Board of Directors,
subject  to the  restrictions  imposed  by New Jersey  law.  The only  statutory
limitation  applicable to the  Corporation  is that dividends may not be paid if
the Corporation is insolvent.

Voting Rights

          Under  New   Jersey   law  and  the   Corporation's   Certificate   of
Incorporation,  each  share  of the  Corporation's  Common  Stock  also  will be
entitled to one vote per share.  Cumulative voting is not permitted with respect
to the Corporation.

          Under New Jersey law, the affirmative  vote of a majority of the votes
cast is  required  to  approve  any  merger,  consolidation  or  disposition  of
substantially all of the Corporation's assets.

Preemptive Rights

          The Certificate of  Incorporation  of the Corporation does not provide
for preemptive rights.


<PAGE>

Appraisal Rights

         Under New Jersey law,  dissenting  shareholders of the Corporation will
have  appraisal  rights  (subject to the broad  exception  set forth in the next
sentence)  upon  certain  mergers  or   consolidations.   Appraisal  rights  for
shareholders  of the  Corporation  are not available in any such  transaction if
shares of the  corporation  are  listed for  trading  on a  national  securities
exchange or held of record by more than 1,000  holders.  In addition,  appraisal
rights are not available to  shareholders  of an acquired  corporation  if, as a
result of the transaction,  shares of the acquired corporation are exchanged for
any of the  following:  (i)  cash;  (ii) any  securities  listed  on a  national
securities  exchange or held of record by more than 1,000 holders;  or (iii) any
combination  of the above.  New Jersey law also provides that a corporation  may
grant  appraisal  rights  in  other  types  of  transactions  regardless  of the
consideration  received  by  providing  for such  rights in its  Certificate  of
Incorporation.  The Corporation's  Certificate of Incorporation does not provide
appraisal rights beyond those called for under New Jersey law.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         The objective of the following  indemnification  provision is to assure
that  indemnification  can be  invoked  by the  Registrant  for  its  directors,
officers,  employees and agents and former  officers,  directors,  employees and
agents who incur expenses in proving their honesty and integrity,  provided they
meet minimum qualifications touching upon the concept of wrongdoing.

         In accordance with the New Jersey  Business  Corporation Act (Title 14A
of the New Jersey  Statutes),  Article  XI of the  Registrant's  Certificate  of
Incorporation provides as follows:
<PAGE>
                                   ARTICLE XI

                                 INDEMNIFICATION

         The Corporation shall indemnify its officers, directors,  employees and
agents and former  officers,  directors,  employees  and  agents,  and any other
persons  serving at the  request of the  Corporation  as an  officer,  director,
employee  or agent  of  another  corporation,  association,  partnership,  joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees,  judgements,  fines and amounts paid in settlement) incurred in connection
with any pending or threatened  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative or investigative,  with respect to which such officer,
director,  employee,  agent or other person is a party,  or is  threatened to be
made  a  party,  to  the  full  extent  permitted  by the  New  Jersey  Business
Corporation  Act. The  indemnification  provided  herein (i) shall not be deemed
exclusive of any other right to which any person seeking  indemnification may be
entitled under any by-law,  agreement,  or vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in any other  capacity,  and (ii)  shall  inure to the  benefit of the
heirs,  executors,  and the  administrators of any such person.  The Corporation
shall have the power,  but shall not be  obligated,  to  purchase  and  maintain
insurance  on behalf of any person or  persons,  enumerated  above  against  any
liability  asserted  against or incurred  by them or any of them  arising out of
their status as corporate directors,  officers,  employees, or agents whether or
not the  Corporation  would  have  the  power to  indemnify  them  against  such
liability under the provisions of this article.

         The Corporation  shall, from time to time,  reimburse or advance to any
person  referred to in this article the funds necessary for payment of expenses,
including  attorneys'  fees,  incurred in  connection  with any action,  suit or
proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication  adverse to the director or officer establishes that the director's
or officer's  acts or omissions  (i)  constitute a breach of the  director's  or
officer's duty of loyalty to the corporation or its shareholders,  (ii) were not
in good faith,  (iii) involved a knowing  violation of law, (iv) resulted in the
director  or  officer  receiving  an  improper  personal  benefit,  or (v)  were
otherwise  of such a  character  that New  Jersey  law would  require  that such
amount(s) be repaid.

Item 7.   Exemption From Registration Claimed.

         Not applicable.
<PAGE>
Item 8.   Exhibits.

         The following exhibits are filed with this Registration Statement.

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

         5                 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

         10(a)             Form of 1997 Employee Stock Option Plan (1)

         10(b)             Form of 1997 Stock Option Plan (1)

         10(c)             Form of  1997  Stock  Option  Plan  for  Non-Employee
                           Directors (1)

         10(d)             Form of 1998 Employee Stock Option Plan (1)

         10(e)             Form of 1999 Employee Stock Purchase Plan (1)

         13(a)             Annual Report on Form 10-KSB of Community Bank of New
                           Jersey for the year ended December 31, 1998, as filed
                           with the Federal Deposit Insurance Corporation

         13(b)             Quarterly  Report on Form 10-QSB of Community Bank of
                           New Jersey for the quarter  ended March 31, 1999,  as
                           filed with the Federal Deposit Insurance Corporation

         23(a)             Consent of Grant Thornton LLP

         23(b)             Consent of  Jamieson,  Moore,  Peskin & Spicer,  P.C.
                           (included  in the Opinion  filed as Exhibit 5 hereto)

----------------
         (1)  Incorporated  by reference from Exhibits 10 (b), (c), (d), (e) and
(f) from the Registrant's Current Report on Form 8-K dated July 1, 1999.


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

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

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

         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,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  Township  of
Freehold, State of New Jersey on January 7, 2000.

                                       By: /s/Robert D. O'Donnell
                                           ----------------------
                                           ROBERT D O'DONNELL,
                                           President and Chief Executive Officer

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

<TABLE>
<CAPTION>
         Name                                      Title                                 Date
         ----                                      -----                                 ----
<S>                                      <C>                                       <C>
/s/Robert D. O'Donnell
---------------------------
ROBERT D. O'DONNELL                      President, Chief Executive                January 7, 2000
                                         Officer and Director

/s/Michael Bis
---------------------------
MICHAEL BIS                              Chief Financial Officer                   January 7, 2000
                                         (Principal Accounting Officer)

/s/Howard Schoor
---------------------------
HOWARD SCHOOR                            Chairman of the Board                     January 7, 2000


/s/Eli Kramer
---------------------------
ELI KRAMER                               Vice Chairman of the Board                January 7, 2000


/s/Charles Kaempffer
---------------------------
CHARLES KAEMPFFER                        Director                                  January 7, 2000


/s/Morris Kaplan
---------------------------
MORRIS KAPLAN                            Director                                  January 7, 2000


/s/Robert M. Kaye
---------------------------
ROBERT M. KAYE                           Director                                  January 7, 2000


/s/William J. Mehr
---------------------------
WILLIAM J. MEHR                          Director                                  January 7, 2000

/s/Arnold Silverman
---------------------------
ARNOLD SILVERMAN                         Director                                  January 7, 2000

/s/Lewis Wetstein
---------------------------
LEWIS WETSTEIN                           Director                                  January 7, 2000
</TABLE>
<PAGE>
                          EXHIBIT INDEX TO REGISTRATION
            STATEMENT ON FORM S-8 OF COMMUNITY BANCORP OF NEW JERSEY

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

       5                Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

      10(a)             Form of 1997 Employee Stock Option Plan (1)

      10(b)             Form of 1997 Stock Option Plan (1)

      10(c)             Form  of  1997  Stock   Option  Plan  for   Non-Employee
                        Directors (1)

      10(d)             Form of 1998 Employee Stock Option Plan (1)

      10(e)             Form of 1999 Employee Stock Purchase Plan (1)

      13(a)             Annual  Report on Form 10-KSB of  Community  Bank of New
                        Jersey for the year ended  December 31,  1998,  as filed
                        with the Federal Deposit Insurance Corporation

      13(b)             Quarterly Report on Form 10-QSB of Community
                        Bank of New Jersey for the quarter ended March 31, 1999,
                        as filed with the Federal Deposit Insurance Corporation

      23(a)             Consent of Grant Thornton LLP

      23(b)             Consent  of  Jamieson,  Moore,  Peskin  &  Spicer,  P.C.
                        (included in the Opinion filed as Exhibit 5 hereto)

--------------
         (1)  Incorporated  by reference from Exhibits 10 (b), (c), (d), (e) and
(f) from the Registrant's Current Report on Form 8-K dated July 2, 1999.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21243}]
{"company-data": {"conformed-name": "COMMUNITY BANCORP OF NEW JERSEY", "cik": "0001089720", "assigned-sic": "6036", "irs-number": "223495574", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94839", "film-number": "508846"}, "business-address": {"street1": "3535 HIGHWAY 9 NORTH", "city": "FREEHOLD", "state": "NJ", "zip": "07728", "phone": "7328639000"}}
As filed with the Securities and Exchange Commission on
                                January 18, 2000
                             Registration No. 333-__

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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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

                         COMMUNITY BANCORP OF NEW JERSEY
             (Exact name of registrant as specified in its charter)

                                   NEW JERSEY
         (State of other jurisdiction of incorporation or organization)

                                   22-3666589
                      (I.R.S. Employer Identification No.)

                              3535 HIGHWAY 9 NORTH
                           FREEHOLD, NEW JERSEY 07728
                    (Address of principal executive offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                         1998 EMPLOYEE STOCK OPTION PLAN
                         1997 EMPLOYEE STOCK OPTION PLAN
                             1997 STOCK OPTION PLAN
                1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plans)

                               ROBERT D. O'DONNELL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         COMMUNITY BANCORP OF NEW JERSEY
                              3535 HIGHWAY 9 NORTH
                           FREEHOLD, NEW JERSEY 07728
                     (Name and address of agent for service)

                                 (732) 863-9000
          (Telephone number, including area code of agent for service)

================================================================================
CALCULATION OF REGISTRATION FEE

====================================================================================================================
Title of Securities to      Amount to be        Proposed Maximum     Proposed Maximum          Amount of
be Registered               Registered (1)      Offering Price Per   Aggregate Offering        Registration Fee (2)
                                                Share (2)            Price (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, no par
value per share and
interests of
participation in
the Plan                      313,120             $13.50              $4,227,120                   $1,175
====================================================================================================================
(1)      Represents  shares to be issued upon the exercise of stock  options and
         those purchasable under the Employee Stock Purchase Plan.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Last trading price of the  securities  on the NASDAQ stock  exchange on
         January 7, 2000.

         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 plan(s) described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

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

         (a)      the  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter ended June 30, 1999;

         (b)      the  Registrant's  Current  Report on Form 8-K  dated  July 1,
                  1999;

         (c)      The  Regsitrant's  Current  Report on Form 8-K  dated  July 9,
                  1999; and

         (d)      the  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  quarter ended September 30, 1999.

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

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
is deemed to be  incorporated  by reference  herein  modified or superseded such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.
Item 4.   Description of Securities.

Capital Structure

         The  Corporation's   certificate  of  incorporation   provides  for  an
authorized  capitalization  consisting  of  5,000,000  shares of  common  stock,
without par value.

Liquidation Rights

          In  the  event  of  liquidation,  dissolution  or  winding  up of  the
Corporation,  holders of Common Stock are entitled to receive, on a pro rata per
share basis,  any assets  distributable  to  shareholders,  after the payment of
debts and liabilities  and after the  distribution to holders of any outstanding
shares hereafter issued which have prior rights upon liquidation.

Dividend Rights

         The  holders of the  Corporation's  Common  Stock will be  entitled  to
dividends,  when, as, and if declared by the  Corporation's  Board of Directors,
subject  to the  restrictions  imposed  by New Jersey  law.  The only  statutory
limitation  applicable to the  Corporation  is that dividends may not be paid if
the Corporation is insolvent.

Voting Rights

          Under  New   Jersey   law  and  the   Corporation's   Certificate   of
Incorporation,  each  share  of the  Corporation's  Common  Stock  also  will be
entitled to one vote per share.  Cumulative voting is not permitted with respect
to the Corporation.

          Under New Jersey law, the affirmative  vote of a majority of the votes
cast is  required  to  approve  any  merger,  consolidation  or  disposition  of
substantially all of the Corporation's assets.

Preemptive Rights

          The Certificate of  Incorporation  of the Corporation does not provide
for preemptive rights.
Appraisal Rights

         Under New Jersey law,  dissenting  shareholders of the Corporation will
have  appraisal  rights  (subject to the broad  exception  set forth in the next
sentence)  upon  certain  mergers  or   consolidations.   Appraisal  rights  for
shareholders  of the  Corporation  are not available in any such  transaction if
shares of the  corporation  are  listed for  trading  on a  national  securities
exchange or held of record by more than 1,000  holders.  In addition,  appraisal
rights are not available to  shareholders  of an acquired  corporation  if, as a
result of the transaction,  shares of the acquired corporation are exchanged for
any of the  following:  (i)  cash;  (ii) any  securities  listed  on a  national
securities  exchange or held of record by more than 1,000 holders;  or (iii) any
combination  of the above.  New Jersey law also provides that a corporation  may
grant  appraisal  rights  in  other  types  of  transactions  regardless  of the
consideration  received  by  providing  for such  rights in its  Certificate  of
Incorporation.  The Corporation's  Certificate of Incorporation does not provide
appraisal rights beyond those called for under New Jersey law.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         The objective of the following  indemnification  provision is to assure
that  indemnification  can be  invoked  by the  Registrant  for  its  directors,
officers,  employees and agents and former  officers,  directors,  employees and
agents who incur expenses in proving their honesty and integrity,  provided they
meet minimum qualifications touching upon the concept of wrongdoing.

         In accordance with the New Jersey  Business  Corporation Act (Title 14A
of the New Jersey  Statutes),  Article  XI of the  Registrant's  Certificate  of
Incorporation provides as follows:
ARTICLE XI

                                 INDEMNIFICATION

         The Corporation shall indemnify its officers, directors,  employees and
agents and former  officers,  directors,  employees  and  agents,  and any other
persons  serving at the  request of the  Corporation  as an  officer,  director,
employee  or agent  of  another  corporation,  association,  partnership,  joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees,  judgements,  fines and amounts paid in settlement) incurred in connection
with any pending or threatened  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative or investigative,  with respect to which such officer,
director,  employee,  agent or other person is a party,  or is  threatened to be
made  a  party,  to  the  full  extent  permitted  by the  New  Jersey  Business
Corporation  Act. The  indemnification  provided  herein (i) shall not be deemed
exclusive of any other right to which any person seeking  indemnification may be
entitled under any by-law,  agreement,  or vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in any other  capacity,  and (ii)  shall  inure to the  benefit of the
heirs,  executors,  and the  administrators of any such person.  The Corporation
shall have the power,  but shall not be  obligated,  to  purchase  and  maintain
insurance  on behalf of any person or  persons,  enumerated  above  against  any
liability  asserted  against or incurred  by them or any of them  arising out of
their status as corporate directors,  officers,  employees, or agents whether or
not the  Corporation  would  have  the  power to  indemnify  them  against  such
liability under the provisions of this article.

         The Corporation  shall, from time to time,  reimburse or advance to any
person  referred to in this article the funds necessary for payment of expenses,
including  attorneys'  fees,  incurred in  connection  with any action,  suit or
proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication  adverse to the director or officer establishes that the director's
or officer's  acts or omissions  (i)  constitute a breach of the  director's  or
officer's duty of loyalty to the corporation or its shareholders,  (ii) were not
in good faith,  (iii) involved a knowing  violation of law, (iv) resulted in the
director  or  officer  receiving  an  improper  personal  benefit,  or (v)  were
otherwise  of such a  character  that New  Jersey  law would  require  that such
amount(s) be repaid.

Item 7.   Exemption From Registration Claimed.

         Not applicable.
Item 8.   Exhibits.

         The following exhibits are filed with this Registration Statement.

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

         5                 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

         10(a)             Form of 1997 Employee Stock Option Plan (1)

         10(b)             Form of 1997 Stock Option Plan (1)

         10(c)             Form of  1997  Stock  Option  Plan  for  Non-Employee
                           Directors (1)

         10(d)             Form of 1998 Employee Stock Option Plan (1)

         10(e)             Form of 1999 Employee Stock Purchase Plan (1)

         13(a)             Annual Report on Form 10-KSB of Community Bank of New
                           Jersey for the year ended December 31, 1998, as filed
                           with the Federal Deposit Insurance Corporation

         13(b)             Quarterly  Report on Form 10-QSB of Community Bank of
                           New Jersey for the quarter  ended March 31, 1999,  as
                           filed with the Federal Deposit Insurance Corporation

         23(a)             Consent of Grant Thornton LLP

         23(b)             Consent of  Jamieson,  Moore,  Peskin & Spicer,  P.C.
                           (included  in the Opinion  filed as Exhibit 5 hereto)

----------------
         (1)  Incorporated  by reference from Exhibits 10 (b), (c), (d), (e) and
(f) from the Registrant's Current Report on Form 8-K dated July 1, 1999.

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

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

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

         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,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf  by the  undersigned,  thereunto  duly  authorized,  in the  Township  of
Freehold, State of New Jersey on January 7, 2000.

                                       By: /s/Robert D. O'Donnell
                                           ----------------------
                                           ROBERT D O'DONNELL,
                                           President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed by the
following persons in the capacities and on the dates indicated.
Name                                      Title                                 Date
         ----                                      -----                                 ----
/s/Robert D. O'Donnell
---------------------------
ROBERT D. O'DONNELL                      President, Chief Executive                January 7, 2000
                                         Officer and Director

/s/Michael Bis
---------------------------
MICHAEL BIS                              Chief Financial Officer                   January 7, 2000
                                         (Principal Accounting Officer)

/s/Howard Schoor
---------------------------
HOWARD SCHOOR                            Chairman of the Board                     January 7, 2000

/s/Eli Kramer
---------------------------
ELI KRAMER                               Vice Chairman of the Board                January 7, 2000

/s/Charles Kaempffer
---------------------------
CHARLES KAEMPFFER                        Director                                  January 7, 2000

/s/Morris Kaplan
---------------------------
MORRIS KAPLAN                            Director                                  January 7, 2000

/s/Robert M. Kaye
---------------------------
ROBERT M. KAYE                           Director                                  January 7, 2000

/s/William J. Mehr
---------------------------
WILLIAM J. MEHR                          Director                                  January 7, 2000

/s/Arnold Silverman
---------------------------
ARNOLD SILVERMAN                         Director                                  January 7, 2000

/s/Lewis Wetstein
---------------------------
LEWIS WETSTEIN                           Director                                  January 7, 2000
EXHIBIT INDEX TO REGISTRATION
            STATEMENT ON FORM S-8 OF COMMUNITY BANCORP OF NEW JERSEY

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

       5                Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

      10(a)             Form of 1997 Employee Stock Option Plan (1)

      10(b)             Form of 1997 Stock Option Plan (1)

      10(c)             Form  of  1997  Stock   Option  Plan  for   Non-Employee
                        Directors (1)

      10(d)             Form of 1998 Employee Stock Option Plan (1)

      10(e)             Form of 1999 Employee Stock Purchase Plan (1)

      13(a)             Annual  Report on Form 10-KSB of  Community  Bank of New
                        Jersey for the year ended  December 31,  1998,  as filed
                        with the Federal Deposit Insurance Corporation

      13(b)             Quarterly Report on Form 10-QSB of Community
                        Bank of New Jersey for the quarter ended March 31, 1999,
                        as filed with the Federal Deposit Insurance Corporation

      23(a)             Consent of Grant Thornton LLP

      23(b)             Consent  of  Jamieson,  Moore,  Peskin  &  Spicer,  P.C.
                        (included in the Opinion filed as Exhibit 5 hereto)

--------------
         (1)  Incorporated  by reference from Exhibits 10 (b), (c), (d), (e) and
(f) from the Registrant's Current Report on Form 8-K dated July 2, 1999.