As filed with the Securities and Exchange Commission on January 5, 2000.

                                                   Registration No. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              HUDSON UNITED BANCORP
                              ---------------------
             (Exact name of registrant as specified in its charter)


                                   New Jersey
                                   ----------
         (State or other Jurisdiction of Incorporation or Organization)


          6712                                      22-2405746
          ----                                      ----------
(Primary Standard Industrial              (I.R.S. Employer Identification No.)
 Classification Code Number)


                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         NONQUALIFIED STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                              EQUITY INCENTIVE PLAN
         (Formerly plans of JeffBanks, Inc.)(collectively, the "Plans")
         --------------------------------------------------------------
                            (Full title of the Plan)

       Kenneth T. Neilson, Chairman, President and Chief Executive Officer
                              HUDSON UNITED BANCORP
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                  Please send copies of all communications to:

                            MICHAEL W. ZELENTY, ESQ.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                        Morristown, New Jersey 07962-1945
                                 (973) 966-8125


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       Aggregate offering          Amount of
    to be registered         Registered (1)          per share (3)             Price (3)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                        <C>                          <C>                    <C>                     <C>
Common Stock,              915,617 shares (2)           $25.28                 $23,146,798             $6,111.00
no par value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

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

(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock  as may  become  subject  to the  Plan as a  result  of the  anti-dilution
provisions  thereof.  This number was  calculated by  multiplying  the number of
outstanding JeffBanks shares (935,785) by the merger exchange ratio (0.9785).

(2) Of the  915,617  shares to be  registered  hereby,  26,292  shares are being
registered for issuance under the Nonqualified Stock Option Plan, 153,306 shares
are being  registered for issuance under the Equity  Incentive Plan, and 736,019
shares are being registered for issuance under the 1996 Stock Option Plan.

(3)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common  Stock on the New York Stock Exchange  on December 29,
1999 as reported in The Wall Street Journal.

<PAGE>


                                     PART I
             INFORMATION REQUIREMENT 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.

         Not filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3   Documents Incorporated By Reference

      The following documents filed by Hudson United Bancorp with the Securities
and Exchange  Commission  are  incorporated  by  reference in this  Registration
Statement:

    1.   Hudson  United's Annual Report on Form 10-K for the year ended December
         31, 1998, as amended by Form 10-K/A filed  September  28, 1999,  and as
         further amended by Form 10-K/A filed October 12, 1999.

    2.   Hudson  United's  Quarterly  Report on Form 10-Q for the quarter  ended
         March 31, 1999,  Hudson United's  Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1999, as amended by Form 10-Q/A dated  September
         10, 1999,  and Hudson  United's  Quarterly  Report on Form 10-Q for the
         quarter ended September 30, 1999.

    3.   Hudson  United's  Current  Report  filed on Form 8-K dated  January 28,
         1999,  Hudson United's Current Report filed on Form 8-K dated March 29,
         1999,  Hudson United's Current Report filed on Form 8-K dated April 19,
         1999,  Hudson  United's  Current  Report on 8-K dated  April 21,  1999,
         Hudson United's  Current Report filed on Form 8-K dated April 22, 1999,
         Hudson  United's  Current Report filed on Form 8-K dated May, 25, 1999,
         Hudson  United's  Current Report filed on Form 8-K dated June 29, 1999,
         as amended by Form 8-K/A dated June 30, 1999,  Hudson United's  Current
         Report filed on Form 8-K dated July 29, 1999,  Hudson United's  Current
         Report  filed on Form 8-K dated  September  10, 1999,  Hudson  United's
         Current  Report  filed on Form 8-K dated  September  20,  1999,  Hudson
         United's  Current  Report filed on Form 8-K dated  September  24, 1999,
         Hudson  United's  Current Report filed on Form 8-K dated  September 24,
         1999 (second filing),  Hudson United's Current Report filed on Form 8-K
         dated October 5, 1999, Hudson United's Current Report filed on Form 8-K
         dated October 15, 1999,  Hudson  United's  Current Report filed on Form
         8-K dated November 24, 1999, and Hudson United's Current Report of Form
         8-K dated December 15, 1999.

    4.   The  description  of the  Common  Stock  contained  in Hudson  United's
         Registration  Statement  on Form 8-A  filed  April  22,  1999 by Hudson
         United  pursuant to Section 12 of the Securities  Exchange Act of 1934,
         and any  amendment  or report  filed for the purpose of  updating  such
         description.

         In addition,  all documents  filed by Hudson United pursuant to Section
13(a),  13(c), 14 and 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, 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 Hudson
United's  Common Stock offered  hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch LLP, counsel to Hudson United. Attorneys in the law firm of Pitney,
Hardin, Kipp & Szuch LLP beneficially own 1,314 shares of Hudson United's Common
Stock as of December 30, 1999.

<PAGE>

         The supplemental  consolidated financial statements of Hudson United as
of December 31, 1998 and 1997 and for each of the years in the three-year period
ended   December  31,  1998  have  been   incorporated   by  reference  in  this
proxy-statement-prospectus  and  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

ITEM 6   Indemnification of Directors and Officers

         Indemnification.  The New Jersey  Business  Corporation  Act empowers a
corporation to indemnify a corporate  agent against his expenses and liabilities
incurred in connection  with any  proceeding  (other than a derivative  lawsuit)
involving the corporate  agent by reason of his being or having been a corporate
agent  if (a) the  agent  acted in good  faith  and in a  manner  he  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
(b)  with  respect  to any  criminal  proceeding,  the  corporate  agent  had no
reasonable  cause to believe his conduct was unlawful.  For purposes of the Act,
the term  "corporate  agent" includes any present or former  director,  officer,
employee  or agent of the  corporation,  and a person  serving  as a  "corporate
agent" at the request of the corporation for any other enterprise.

         With respect to any derivative  action, the corporation is empowered to
indemnify  a corporate  agent  against his  expenses  (but not his  liabilities)
incurred in connection  with any  proceeding  involving  the corporate  agent by
reason of his being or having been a corporate  agent if the agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the  corporation.  However,  only the court in which the proceeding
was brought can empower a  corporation  to indemnify a corporate  agent  against
expenses  with  respect to any claim,  issue or matter as to which the agent was
adjudged liable for negligence or misconduct.

         The corporation may indemnify a corporate agent in a specific case if a
determination  is made by any of the following that the  applicable  standard of
conduct was met: (i) the Board of Directors, or a committee thereof, acting by a
majority  vote  of a  quorum  consisting  of  disinterested  directors;  (ii) by
independent legal counsel,  if there is not a quorum of disinterested  directors
or if the disinterested  quorum empowers counsel to make the  determination;  or
(iii) by the shareholders.

         A  corporate  agent is  entitled to  mandatory  indemnification  to the
extent  that  the  agent  is  successful  on  the  merits  or  otherwise  in any
proceeding,  or in defense of any claim, issue or matter in the proceeding. If a
corporation  fails or  refuses to  indemnify  a  corporate  agent,  whether  the
indemnification  is permissive  or mandatory,  the agent may apply to a court to
grant him the requested indemnification.  In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay  the  expenses  unless  it is  ultimately  determined  he is  entitled  to
indemnification.

         Under   Article  VI  of  its  Amended  and  Restated   Certificate   of
Incorporation,  Hudson  United  must,  to the fullest  extent  permitted by law,
indemnify it directors, officers, employees and agents.

         Exculpation.  Section 14A:2-7(3) of the New Jersey Business Corporation
Act permits a corporation to provide in its certificate of incorporation  that a
director or officer shall not be  personally  liable to the  corporation  or its
shareholders for breach of any duty owed to the corporation or its shareholders,
except  that such  provisions  shall not  relieve a  director  or  officer  from
liability  for any breach of duty based upon an action or omission (a) in breach
of such person's duty of loyalty to the corporation or its shareholders, (b) not
in good faith or  involving  a knowing  violation  of law, or (c)  resulting  in
receipt by such person of any improper personal benefit.

         Article  X of Hudson  United's  Amended  and  Restated  Certificate  of
Incorporation  includes limitation on the liability of officers and directors to
the fullest extent permitted by New Jersey law.

         Insurance.  Hudson United maintains  insurance policies insuring Hudson
United's directors and officers against liability for wrongful acts or omissions
arising out of their  positions as directors  and  officers,  subject to certain
limitations.

ITEM 7     Exemption from Registration Claimed

           Not applicable.

ITEM 8     Exhibits

           5      Opinion of Pitney, Hardin, Kipp & Szuch LLP regarding legality
                  of securities

           23.1   Consent of Arthur Andersen LLP

           23.2   Consent of Grant Thornton LLP

           23.3   Consent of Athey & Company

           23.4   Consent of Pitney,  Hardin, Kipp & Szuch LLP (contained in the
                  opinion included as Exhibit 5)


<PAGE>


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 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section 15(d) of the  Securities 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  requirement  of the Securities Act of 1933, 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 Township of Mahwah,  State of New Jersey,  on December 22,
1999.

                              HUDSON UNITED BANCORP


                              KENNETH T. NEILSON
                          By: _____________________________________
                              Kenneth T. Neilson, Chairman, President
                              and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  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, President, Chief
KENNETH T. NEILSON                                 Executive Officer and Director
-----------------------------------------          (Principal Executive Officer)         December 22, 1999
Kenneth T. Neilson


ROBERT J. BURKE
-----------------------------------------                     Director                   December  22, 1999
Robert J. Burke


DONALD P. CALCAGNINI
-----------------------------------------                     Director                   December  22, 1999
Donald P. Calcagnini


JOAN DAVID
-----------------------------------------                     Director                   December  22, 1999
Joan David


NOEL deCORDOVA, JR.
-----------------------------------------                     Director                   December  22, 1999
Noel deCordova, Jr.



-----------------------------------------                     Director                   December  ___, 1999
Thomas R. Farley



-----------------------------------------                     Director                   December  ___, 1999
Bryant Malcolm



-----------------------------------------                     Director                   December  ___, 1999
W. Peter McBride


CHARLES F.X. POGGI
-----------------------------------------                     Director                   December  22, 1999
Charles F.X. Poggi


DAVID A. ROSOW
-----------------------------------------                     Director                   December  22, 1999
David A. Rosow


JAMES E. SCHIERLOH
-----------------------------------------                     Director                   December  22, 1999
James E. Schierloh
<PAGE>


-----------------------------------------                     Director                   December  ___, 1999
Sister Grace Frances Strauber


JOHN H. TATIGAN, JR.
-----------------------------------------                     Director                   December  22, 1999
John H. Tatigan, Jr.


CHRIS McFADDEN
-----------------------------------------              Chief Financial Offer             December  22, 1999
Chris McFadden


RICHARD ALBAN
-----------------------------------------                    Controller                  December  22, 1999
Richard Alban

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

           5      Opinion of Pitney, Hardin, Kipp & Szuch LLP regarding legality
                  of securities

           23.1   Consent of Arthur Andersen LLP

           23.2   Consent of Grant Thornton LLP

           23.3   Consent of Athey & Company

           23.4   Consent of Pitney,  Hardin, Kipp & Szuch LLP (contained in the
                  opinion included as Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20834}]
{"company-data": {"conformed-name": "HUDSON UNITED BANCORP", "cik": "0000703559", "assigned-sic": "6022", "irs-number": "222405746", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94133", "film-number": "501991"}, "business-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430", "phone": "2012362600"}, "mail-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430"}, "former-company": {"former-conformed-name": "HUBCO INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 5, 2000.

                                                   Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              HUDSON UNITED BANCORP
                              ---------------------
             (Exact name of registrant as specified in its charter)

                                   New Jersey
                                   ----------
         (State or other Jurisdiction of Incorporation or Organization)

          6712                                      22-2405746
          ----                                      ----------
(Primary Standard Industrial              (I.R.S. Employer Identification No.)
 Classification Code Number)

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         NONQUALIFIED STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                              EQUITY INCENTIVE PLAN
         (Formerly plans of JeffBanks, Inc.)(collectively, the "Plans")
         --------------------------------------------------------------
                            (Full title of the Plan)

       Kenneth T. Neilson, Chairman, President and Chief Executive Officer
                              HUDSON UNITED BANCORP
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                  201-236-2600
                                  ------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                  Please send copies of all communications to:

                            MICHAEL W. ZELENTY, ESQ.
                        Pitney, Hardin, Kipp & Szuch LLP
                                  P.O. Box 1945
                        Morristown, New Jersey 07962-1945
                                 (973) 966-8125
CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       Aggregate offering          Amount of
    to be registered         Registered (1)          per share (3)             Price (3)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,              915,617 shares (2)           $25.28                 $23,146,798             $6,111.00
no par value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
--------------------------

(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock  as may  become  subject  to the  Plan as a  result  of the  anti-dilution
provisions  thereof.  This number was  calculated by  multiplying  the number of
outstanding JeffBanks shares (935,785) by the merger exchange ratio (0.9785).

(2) Of the  915,617  shares to be  registered  hereby,  26,292  shares are being
registered for issuance under the Nonqualified Stock Option Plan, 153,306 shares
are being  registered for issuance under the Equity  Incentive Plan, and 736,019
shares are being registered for issuance under the 1996 Stock Option Plan.

(3)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common  Stock on the New York Stock Exchange  on December 29,
1999 as reported in The Wall Street Journal.
PART I
             INFORMATION REQUIREMENT 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.

         Not filed with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3   Documents Incorporated By Reference

      The following documents filed by Hudson United Bancorp with the Securities
and Exchange  Commission  are  incorporated  by  reference in this  Registration
Statement:

    1.   Hudson  United's Annual Report on Form 10-K for the year ended December
         31, 1998, as amended by Form 10-K/A filed  September  28, 1999,  and as
         further amended by Form 10-K/A filed October 12, 1999.

    2.   Hudson  United's  Quarterly  Report on Form 10-Q for the quarter  ended
         March 31, 1999,  Hudson United's  Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1999, as amended by Form 10-Q/A dated  September
         10, 1999,  and Hudson  United's  Quarterly  Report on Form 10-Q for the
         quarter ended September 30, 1999.

    3.   Hudson  United's  Current  Report  filed on Form 8-K dated  January 28,
         1999,  Hudson United's Current Report filed on Form 8-K dated March 29,
         1999,  Hudson United's Current Report filed on Form 8-K dated April 19,
         1999,  Hudson  United's  Current  Report on 8-K dated  April 21,  1999,
         Hudson United's  Current Report filed on Form 8-K dated April 22, 1999,
         Hudson  United's  Current Report filed on Form 8-K dated May, 25, 1999,
         Hudson  United's  Current Report filed on Form 8-K dated June 29, 1999,
         as amended by Form 8-K/A dated June 30, 1999,  Hudson United's  Current
         Report filed on Form 8-K dated July 29, 1999,  Hudson United's  Current
         Report  filed on Form 8-K dated  September  10, 1999,  Hudson  United's
         Current  Report  filed on Form 8-K dated  September  20,  1999,  Hudson
         United's  Current  Report filed on Form 8-K dated  September  24, 1999,
         Hudson  United's  Current Report filed on Form 8-K dated  September 24,
         1999 (second filing),  Hudson United's Current Report filed on Form 8-K
         dated October 5, 1999, Hudson United's Current Report filed on Form 8-K
         dated October 15, 1999,  Hudson  United's  Current Report filed on Form
         8-K dated November 24, 1999, and Hudson United's Current Report of Form
         8-K dated December 15, 1999.

    4.   The  description  of the  Common  Stock  contained  in Hudson  United's
         Registration  Statement  on Form 8-A  filed  April  22,  1999 by Hudson
         United  pursuant to Section 12 of the Securities  Exchange Act of 1934,
         and any  amendment  or report  filed for the purpose of  updating  such
         description.

         In addition,  all documents  filed by Hudson United pursuant to Section
13(a),  13(c), 14 and 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, 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 Hudson
United's  Common Stock offered  hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch LLP, counsel to Hudson United. Attorneys in the law firm of Pitney,
Hardin, Kipp & Szuch LLP beneficially own 1,314 shares of Hudson United's Common
Stock as of December 30, 1999.
The supplemental  consolidated financial statements of Hudson United as
of December 31, 1998 and 1997 and for each of the years in the three-year period
ended   December  31,  1998  have  been   incorporated   by  reference  in  this
proxy-statement-prospectus  and  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.

ITEM 6   Indemnification of Directors and Officers

         Indemnification.  The New Jersey  Business  Corporation  Act empowers a
corporation to indemnify a corporate  agent against his expenses and liabilities
incurred in connection  with any  proceeding  (other than a derivative  lawsuit)
involving the corporate  agent by reason of his being or having been a corporate
agent  if (a) the  agent  acted in good  faith  and in a  manner  he  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
(b)  with  respect  to any  criminal  proceeding,  the  corporate  agent  had no
reasonable  cause to believe his conduct was unlawful.  For purposes of the Act,
the term  "corporate  agent" includes any present or former  director,  officer,
employee  or agent of the  corporation,  and a person  serving  as a  "corporate
agent" at the request of the corporation for any other enterprise.

         With respect to any derivative  action, the corporation is empowered to
indemnify  a corporate  agent  against his  expenses  (but not his  liabilities)
incurred in connection  with any  proceeding  involving  the corporate  agent by
reason of his being or having been a corporate  agent if the agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the  corporation.  However,  only the court in which the proceeding
was brought can empower a  corporation  to indemnify a corporate  agent  against
expenses  with  respect to any claim,  issue or matter as to which the agent was
adjudged liable for negligence or misconduct.

         The corporation may indemnify a corporate agent in a specific case if a
determination  is made by any of the following that the  applicable  standard of
conduct was met: (i) the Board of Directors, or a committee thereof, acting by a
majority  vote  of a  quorum  consisting  of  disinterested  directors;  (ii) by
independent legal counsel,  if there is not a quorum of disinterested  directors
or if the disinterested  quorum empowers counsel to make the  determination;  or
(iii) by the shareholders.

         A  corporate  agent is  entitled to  mandatory  indemnification  to the
extent  that  the  agent  is  successful  on  the  merits  or  otherwise  in any
proceeding,  or in defense of any claim, issue or matter in the proceeding. If a
corporation  fails or  refuses to  indemnify  a  corporate  agent,  whether  the
indemnification  is permissive  or mandatory,  the agent may apply to a court to
grant him the requested indemnification.  In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay  the  expenses  unless  it is  ultimately  determined  he is  entitled  to
indemnification.

         Under   Article  VI  of  its  Amended  and  Restated   Certificate   of
Incorporation,  Hudson  United  must,  to the fullest  extent  permitted by law,
indemnify it directors, officers, employees and agents.

         Exculpation.  Section 14A:2-7(3) of the New Jersey Business Corporation
Act permits a corporation to provide in its certificate of incorporation  that a
director or officer shall not be  personally  liable to the  corporation  or its
shareholders for breach of any duty owed to the corporation or its shareholders,
except  that such  provisions  shall not  relieve a  director  or  officer  from
liability  for any breach of duty based upon an action or omission (a) in breach
of such person's duty of loyalty to the corporation or its shareholders, (b) not
in good faith or  involving  a knowing  violation  of law, or (c)  resulting  in
receipt by such person of any improper personal benefit.

         Article  X of Hudson  United's  Amended  and  Restated  Certificate  of
Incorporation  includes limitation on the liability of officers and directors to
the fullest extent permitted by New Jersey law.

         Insurance.  Hudson United maintains  insurance policies insuring Hudson
United's directors and officers against liability for wrongful acts or omissions
arising out of their  positions as directors  and  officers,  subject to certain
limitations.

ITEM 7     Exemption from Registration Claimed

           Not applicable.

ITEM 8     Exhibits

           5      Opinion of Pitney, Hardin, Kipp & Szuch LLP regarding legality
                  of securities

           23.1   Consent of Arthur Andersen LLP

           23.2   Consent of Grant Thornton LLP

           23.3   Consent of Athey & Company

           23.4   Consent of Pitney,  Hardin, Kipp & Szuch LLP (contained in the
                  opinion included as Exhibit 5)
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 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section 15(d) of the  Securities 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  requirement  of the Securities Act of 1933, 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 Township of Mahwah,  State of New Jersey,  on December 22,
1999.

                              HUDSON UNITED BANCORP

                              KENNETH T. NEILSON
                          By: _____________________________________
                              Kenneth T. Neilson, Chairman, President
                              and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                     Title                              Date
                  ---------                                     -----                              ----
Chairman, President, Chief
KENNETH T. NEILSON                                 Executive Officer and Director
-----------------------------------------          (Principal Executive Officer)         December 22, 1999
Kenneth T. Neilson

ROBERT J. BURKE
-----------------------------------------                     Director                   December  22, 1999
Robert J. Burke

DONALD P. CALCAGNINI
-----------------------------------------                     Director                   December  22, 1999
Donald P. Calcagnini

JOAN DAVID
-----------------------------------------                     Director                   December  22, 1999
Joan David

NOEL deCORDOVA, JR.
-----------------------------------------                     Director                   December  22, 1999
Noel deCordova, Jr.

-----------------------------------------                     Director                   December  ___, 1999
Thomas R. Farley

-----------------------------------------                     Director                   December  ___, 1999
Bryant Malcolm

-----------------------------------------                     Director                   December  ___, 1999
W. Peter McBride

CHARLES F.X. POGGI
-----------------------------------------                     Director                   December  22, 1999
Charles F.X. Poggi

DAVID A. ROSOW
-----------------------------------------                     Director                   December  22, 1999
David A. Rosow

JAMES E. SCHIERLOH
-----------------------------------------                     Director                   December  22, 1999
James E. Schierloh
-----------------------------------------                     Director                   December  ___, 1999
Sister Grace Frances Strauber

JOHN H. TATIGAN, JR.
-----------------------------------------                     Director                   December  22, 1999
John H. Tatigan, Jr.

CHRIS McFADDEN
-----------------------------------------              Chief Financial Offer             December  22, 1999
Chris McFadden

RICHARD ALBAN
-----------------------------------------                    Controller                  December  22, 1999
Richard Alban
INDEX TO EXHIBITS

           5      Opinion of Pitney, Hardin, Kipp & Szuch LLP regarding legality
                  of securities

           23.1   Consent of Arthur Andersen LLP

           23.2   Consent of Grant Thornton LLP

           23.3   Consent of Athey & Company

           23.4   Consent of Pitney,  Hardin, Kipp & Szuch LLP (contained in the
                  opinion included as Exhibit 5)