As filed with the Securities and Exchange Commission on April 24, 1998
                                             Registration No. 33-_______________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

        NEW JERSEY                                    22-3537895
---------------------------------                   -------------------
(State or other jurisdiction                       (I.R.S. Employer
of incorporation of organization)                   Identification No.)

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

                             1995 STOCK OPTION PLAN
                  1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                   (FORMERLY PLANS OF PEAPACK-GLADSTONE BANK)
                  ---------------------------------------------
                            (Full title of the plan)

                        FRANK A. KISSEL, PRESIDENT & CEO
                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
                               158 ROUTE 206 NORTH
                           GLADSTONE, NEW JERSEY 07934
                                 (908) 234-0700
            ---------------------------------------------------------
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------
                                 With a copy to:

                              RONALD H. JANIS, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

     <S>                      <C>                         <C>                    <C>                       <C>
     Common Stock,            178,500 shares              $52.50                 9,371,250                 $2,765
      No Par Value


</TABLE>

---------------------
(1)     This Registration  Statement covers, in addition to the number of shares
        of Common Stock stated above, such indeterminate number of shares as may
        become  subject to options  under the 1995 Stock Option Plan or the 1995
        Stock Option Plan for Outside Directors as a result of the anti-dilution
        provisions thereof.

(2)     Calculated  pursuant  to Rule  457(c)  based on the  average  of the bid
        ($51.00) and ask ($54.00)  prices per share of the  registrant's  common
        stock on known trades as of April 22, 1998.


<PAGE>


PART I          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.              Plan Information.
                     -----------------
 
            Not filed with this Registration Statement.


ITEM 2.              Registrant Information and Employee Plan Annual
                     Information.
                     ------------

            Not filed with this Registration Statement.



PART II         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.              Incorporation of Documents by Reference.
                     ----------------------------------------

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

            1.  The  Company's  Annual  Report  on  Form  10-K  filed  with  the
Commission on March 31, 1998.

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

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.


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

                     Not applicable.



<PAGE>


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

                     Certain  legal  matters  relating  to the  issuance  of the
shares of the  Company's  Common Stock  offered  hereby have been passed upon by
Pitney, Hardin, Kipp & Szuch, counsel to the Company.  Attorneys in the law firm
of Pitney  Hardin,  Kipp & Szuch do not own,  beneficially,  or  otherwise,  any
shares of the Company's Common Stock as of April 23, 1998.

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


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


                     Article VI of the  Certification  of  Incorporation  of the
Company  provides  that no director or officer of the Company or of a subsidiary
of the Company  shall be  personally  liable to the Company or its  shareholders
unless  such breach of duty is based on (i) an act or omission in breach of such
person's  duty of loyalty to the Company or its  shareholders,  (ii) not in good
faith or involving a knowing  violation of law, or (iii) resulting in receipt by
such person of an improper benefit (each an "Uncovered Claim"). Unless expressly
prohibited  by law,  the  Company  shall also  indemnify  a director  or officer
against his  reasonable  expenses and all  liabilities  in  connection  with any
proceeding  involving that director or officer,  including a proceeding by or in
the right of the  Company,  unless such breach of duty is based on an  Uncovered
Claim. Additionally,  the Company shall advance or pay those reasonable expenses
incurred by the director or officer in a proceeding, provided that such director
or officer,  as a condition to such payment,  undertakes to repay the Company if
it  shall  be  finally  adjudicated  that the  breach  of duty  was  based on an
Uncovered Claim.


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

                     Not applicable.


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

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

             23.1             Consent of KPMG Peat Marwick LLP.

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

             99.1             1995 Stock Option Plan.

             99.2             1995 Stock Option Plan for Outside Directors


ITEM 9.              Undertakings.
                     -------------

            1.       The undersigned Registrant hereby undertakes:

                     (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

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

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

            2. The undersigned  Registrant  hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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



<PAGE>


                                   SIGNATURES

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Borough of  Peapack-Gladstone,  State of New Jersey, on
the 23 day of April, 1998.

                         PEAPACK-GLADSTONE FINANCIAL CORPORATION



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


            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

              Signature                                        Title                                  Date

<S>                                               <C>                                           <C>
                                                       Chairman and Director
T. LEONARD HILL                                                                                 April 23, 1998
---------------------------------------
T. Leonard Hill
                                                     Treasurer and Senior Vice
                                                  President (Principal Accounting
ARTHUR F. BIRMINGHAM                                         Officer)                           April 23, 1998
---------------------------------------
Arthur F. Birmingham


                                                             Director                           April __, 1998
---------------------------------------
Pamela Hill


JOHN D. KISSEL                                               Director                           April 23, 1998
---------------------------------------
John D. Kissel


JAMES R. LAMB                                                Director                           April 23, 1998
---------------------------------------
James R. Lamb


GEORGE R. LAYTON                                             Director                           April 23, 1998
---------------------------------------
George R. Layton


                                                             Director                           April __, 1998
---------------------------------------
Edward A. Merton


                                                             Director                           April __, 1998
---------------------------------------
F. Duffield Meyercord


JOHN R. MULCAHY                                              Director                           April 23, 1998
---------------------------------------
John R. Mulcahy


PHILIP W. SMITH                                              Director                           April 23, 1998
---------------------------------------
Philip W. Smith


JACK D. STONE                                                Director                           April 23, 1998
---------------------------------------
Jack D. Stone


<PAGE>

WILLIAM TURNBULL                                             Director                           April 23, 1998
---------------------------------------
William Turnbull

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.          Description
-----------          -----------

     5               Opinion of Pitney, Hardin, Kipp & Szuch

    23.1             Consent of KPMG Peat Marwick LLP

    99.1             1995 Stock Option Plan

    99.2             1995 Stock Option Plan for Outside Directors
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15555}]
{"company-data": {"conformed-name": "PEAPACK GLADSTONE FINANCIAL CORP", "cik": "0001050743", "assigned-sic": "", "irs-number": "223537895", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51187", "film-number": "98602927"}, "business-address": {"street1": "PEAPACK GLADSTONE FINACIAL CORP", "street2": "158 ROUTE 206 NORTH", "city": "GLADSTONE", "state": "NJ", "zip": "07934", "phone": "9082340700"}, "mail-address": {"street1": "PEAPACK GLADSTONE FINANCIAL CORP", "street2": "158 ROUTE 206 NORTH", "city": "GLADSTONE", "state": "NJ", "zip": "07934"}}
As filed with the Securities and Exchange Commission on April 24, 1998
                                             Registration No. 33-_______________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

        NEW JERSEY                                    22-3537895
---------------------------------                   -------------------
(State or other jurisdiction                       (I.R.S. Employer
of incorporation of organization)                   Identification No.)

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

                             1995 STOCK OPTION PLAN
                  1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                   (FORMERLY PLANS OF PEAPACK-GLADSTONE BANK)
                  ---------------------------------------------
                            (Full title of the plan)

                        FRANK A. KISSEL, PRESIDENT & CEO
                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
                               158 ROUTE 206 NORTH
                           GLADSTONE, NEW JERSEY 07934
                                 (908) 234-0700
            ---------------------------------------------------------
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------
                                 With a copy to:

                              RONALD H. JANIS, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300
CALCULATION OF REGISTRATION FEE

------------------------- ----------------------- ----------------------- ------------------------ -----------------------
        Title of                  Amount             Proposed maximum            Proposed                Amount of
     Securities to                to be               offering price             aggregate              registration
     be registered            registered (1)           per unit (2)         offering price (2)              fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Common Stock,            178,500 shares              $52.50                 9,371,250                 $2,765
      No Par Value
---------------------
(1)     This Registration  Statement covers, in addition to the number of shares
        of Common Stock stated above, such indeterminate number of shares as may
        become  subject to options  under the 1995 Stock Option Plan or the 1995
        Stock Option Plan for Outside Directors as a result of the anti-dilution
        provisions thereof.

(2)     Calculated  pursuant  to Rule  457(c)  based on the  average  of the bid
        ($51.00) and ask ($54.00)  prices per share of the  registrant's  common
        stock on known trades as of April 22, 1998.
PART I          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.              Plan Information.
                     -----------------
 
            Not filed with this Registration Statement.

ITEM 2.              Registrant Information and Employee Plan Annual
                     Information.
                     ------------

            Not filed with this Registration Statement.

PART II         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.              Incorporation of Documents by Reference.
                     ----------------------------------------

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

            1.  The  Company's  Annual  Report  on  Form  10-K  filed  with  the
Commission on March 31, 1998.

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

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.

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

                     Not applicable.
ITEM 5.              Interests of Named Experts and Counsel.
                     ---------------------------------------

                     Certain  legal  matters  relating  to the  issuance  of the
shares of the  Company's  Common Stock  offered  hereby have been passed upon by
Pitney, Hardin, Kipp & Szuch, counsel to the Company.  Attorneys in the law firm
of Pitney  Hardin,  Kipp & Szuch do not own,  beneficially,  or  otherwise,  any
shares of the Company's Common Stock as of April 23, 1998.

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

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

                     Article VI of the  Certification  of  Incorporation  of the
Company  provides  that no director or officer of the Company or of a subsidiary
of the Company  shall be  personally  liable to the Company or its  shareholders
unless  such breach of duty is based on (i) an act or omission in breach of such
person's  duty of loyalty to the Company or its  shareholders,  (ii) not in good
faith or involving a knowing  violation of law, or (iii) resulting in receipt by
such person of an improper benefit (each an "Uncovered Claim"). Unless expressly
prohibited  by law,  the  Company  shall also  indemnify  a director  or officer
against his  reasonable  expenses and all  liabilities  in  connection  with any
proceeding  involving that director or officer,  including a proceeding by or in
the right of the  Company,  unless such breach of duty is based on an  Uncovered
Claim. Additionally,  the Company shall advance or pay those reasonable expenses
incurred by the director or officer in a proceeding, provided that such director
or officer,  as a condition to such payment,  undertakes to repay the Company if
it  shall  be  finally  adjudicated  that the  breach  of duty  was  based on an
Uncovered Claim.

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

                     Not applicable.

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

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

             23.1             Consent of KPMG Peat Marwick LLP.

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

             99.1             1995 Stock Option Plan.

             99.2             1995 Stock Option Plan for Outside Directors

ITEM 9.              Undertakings.
                     -------------

            1.       The undersigned Registrant hereby undertakes:

                     (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

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

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

            2. The undersigned  Registrant  hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Borough of  Peapack-Gladstone,  State of New Jersey, on
the 23 day of April, 1998.

                         PEAPACK-GLADSTONE FINANCIAL CORPORATION

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

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                                        Title                                  Date
Chairman and Director
T. LEONARD HILL                                                                                 April 23, 1998
---------------------------------------
T. Leonard Hill
                                                     Treasurer and Senior Vice
                                                  President (Principal Accounting
ARTHUR F. BIRMINGHAM                                         Officer)                           April 23, 1998
---------------------------------------
Arthur F. Birmingham

                                                             Director                           April __, 1998
---------------------------------------
Pamela Hill

JOHN D. KISSEL                                               Director                           April 23, 1998
---------------------------------------
John D. Kissel

JAMES R. LAMB                                                Director                           April 23, 1998
---------------------------------------
James R. Lamb

GEORGE R. LAYTON                                             Director                           April 23, 1998
---------------------------------------
George R. Layton

                                                             Director                           April __, 1998
---------------------------------------
Edward A. Merton

                                                             Director                           April __, 1998
---------------------------------------
F. Duffield Meyercord

JOHN R. MULCAHY                                              Director                           April 23, 1998
---------------------------------------
John R. Mulcahy

PHILIP W. SMITH                                              Director                           April 23, 1998
---------------------------------------
Philip W. Smith

JACK D. STONE                                                Director                           April 23, 1998
---------------------------------------
Jack D. Stone
WILLIAM TURNBULL                                             Director                           April 23, 1998
---------------------------------------
William Turnbull
INDEX TO EXHIBITS

Exhibit No.          Description
-----------          -----------

     5               Opinion of Pitney, Hardin, Kipp & Szuch

    23.1             Consent of KPMG Peat Marwick LLP

    99.1             1995 Stock Option Plan

    99.2             1995 Stock Option Plan for Outside Directors