As filed with the Securities and Exchange Commission on August 26, 2002
                                                       Registration No. 33-82530

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ___________________________
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)
                                    _________


           New Jersey                                     22-2553159
------------------------------------       -----------------------------------
(State or other Jurisdiction of            (I.R.S. Employer identification No.)
incorporation or organization)

                             Park 80 West/Plaza Two
                         Saddle Brook, New Jersey 07663
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                   INTERCHANGE FINANCIAL SERVICES CORPORATION
            STOCK OPTION AND INCENTIVE STOCK PLAN OF 1997, as amended
                 (formerly known as"STOCK OPTION PLAN OF 1989")
                            (Full title of the plan)

    Anthony Labozzetta, Executive Vice President and Chief Financial Officer
                             Park 80 West/Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-2265
             (Name, Address, including zip code and telephone number
                    including area code of agent for service)
                                _________________

                                   Copies to:
                             Peter D. Hutcheon, Esq.
                           Norris, McLaughlin & Marcus
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                            Somerville, NJ 08876-1018
                                 (908) 722-0700

<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Proposed             Proposed
                                                Amount             Maximum              Maximum             Amount of
              Title of Securities                to be         Offering Price     Aggregate Offering     Registration
               to be Registered              Registered(1)       Per Share(2)           Price(3)              Fees
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>                <C>                     <C>

Common Stock, no par value per Share           285,000                $ 16.81          $4,790,992.50         $440.77
                                               shares
-----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate
     amount of interest to be offered or sold pursuant to the employee benefit plan(s) described in the Plan.  Following the
     submission of this Registration Statement, the amount of registered shares under the Plan shall be equal to 1,384,313 shares
     (after taking into account certain interim stock dividends and stock splits).

(2)  Based upon the last reported sale price on the NASDAQ National Market on August 22, 2002.

(3)  The price is estimated in Accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose
     of calculating the registration fee and is the product resulting from multiplying  285,000,  the number of additional shares
     registered herein by $16.81.00 per share, the average exercise price of such options and/or with respect to restricted stock
     grants if any, the last reported sale price on the NASDAQ National Market on August 22, 2002.
</FN>
</TABLE>
<PAGE>




                      REGISTRATION OF ADDITIONAL SECURITIES

This registration  statement on Form S-8 is being filed by Interchange Financial
Services Corporation (the"Company") for the purpose of registering an additional
285,000  shares of common  stock,  no par value,  to be issued  pursuant  to the
Interchange Financial Services Corporation Stock Option and Incentive Stock Plan
of 1997,  as  amended  by the  Board on  January  24,  2002 and  adopted  by the
shareholders at the Company's  Annual  Stockholders'  meeting on April 25, 2002.
The contents of the Company's  registration statement on Form S-8 (No. 33-82530)
relating to the Plan, originally filed on August 5, 1994, as amended by a filing
on September 30, 1997,  are  incorporated  by reference  into this  registration
statement in accordance with General Instruction E to Form S-8.

Item 8. Exhibits

        4(a)  INTERCHANGE FINANCIAL SERVICES CORPORATION  STOCK OPTION
              AND INCENTIVE STOCK PLAN OF 1997, AS AMENDED (formerly known as
              "STOCK OPTION PLAN OF 1989"), as last amended on January 24,2002
              (incorporated by reference to Exhibit B attached to the Company's
              definitive proxy materials with respect to its 2002 Annual Meeting
              of Shareholders, filed with the Commission on March 28, 2002)
        *5    Opinion of Norris, McLaughlin & Marcus, P.A.
       *23(a) Consent of Deloitte & Touche, LLP
        23(b) Consent of Norris, McLaughlin & Marcus P.A.(included in Exhibit 5)
        24    Power of Attorney (included on signature page)
       -----------------------------------------------------------------------
       *Filed herewith



Item 9. Undertakings

        (a)   The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this Registration Statement:

                  (i) To include any prospectus  required by Section  10(a)(3)
of the Securities Act of 1933;

                  (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement. To reflect in the prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement; and

                  (iii) To include any  material  information  with  respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any  material  change  to such  information  in the  Registration  Statement;
provided,  however,  that  paragraphs  1(i)  and  1(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

<PAGE>

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


                  (v) 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.

        (b) 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  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) 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 certifies  that it has  reasonable  grounds to believe  that it meets
all of the requirements  for  filing  on Form S-8 and has  duly  caused  this
Registration Statement  to be  signed  on its  behalf  by  the  undersigned,
thereunto  duly authorized, in the Township of Saddle Brook, State of New Jersey
on the 22nd day of August 2002.

                            INTERCHANGE FINANCIAL SERVICES CORPORATION


                            By: /s/ Anthony Labozzetta
                            __________________________________________
                            Anthony Labozzetta
                            Executive Vice President and Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Anthony S. Abbate and Anthony  Labozzetta,  and
either of them  (with  full  power in each to act  alone),  his true and  lawful
attorney-in-fact,  with  full  power of  substitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     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 below.

/s/ Anthony D. Andora
___________________________________Chairman of the Board         August 22, 2002
Anthony D. Andora                  and Director


/s/ Anthony S. Abbate
___________________________________President, Chief Executive    August 22, 2002
Anthony S. Abbate                  Officer and Director


/s/ Anthony Labozzetta
___________________________________Executive Vice President and  August 22, 2002
Anthony Labozzetta                 Chief Financial Officer


/s/ Donald L. Correll
___________________________________Director                      August 22, 2002
Donald L. Correll


/s/ Anthony R. Coscia
___________________________________Director                      August 22, 2002
Anthony R. Coscia


<PAGE>


/s/ John J. Eccleston
___________________________________Director                      August 22, 2002
John J. Eccleston


/s/ David R. Ficca
___________________________________Director                      August 22, 2002
David R. Ficca


/s/ James E. Healey
___________________________________Director                      August 22, 2002
James E. Healey


/s/ Nicholas R. Marcalus
___________________________________Director                      August 22, 2002
Nicholas R. Marcalus


/s/ Eleanore S. Nissley
___________________________________Director                      August 22, 2002
Eleanore S. Nissley


/s/ Jeremiah O'Connor
__________________________________Director                       August 22, 2002
Jeremiah O'Connor


/s/ Robert P. Rittereiser
__________________________________Director                       August 22, 2002
Robert P. Rittereiser


/s/ Benjamin Rosenzweig
__________________________________Director                       August 22, 2002
Benjamin Rosenzweig


<PAGE>

                   INTERCHANGE FINANCIAL SERVICES CORPORATION

                             REGISTRATION STATEMENT

                                    FORM S-8


                                    EXHIBIT 5

<PAGE>


                        NORRIS, MCLAUGHLIN & MARCUS, P.A.
                                  P.O. BOX 1018
                            SOMERVILLE, NJ 08876-1018
                                  908-722-0700
                            TELECOPIER (908) 722-0755

July 26, 2002

Interchange Financial Services Corporation
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663

Gentlemen:

We  refer  to the  proposed  registration  for  issue  and  sale by  Interchange
Financial  Services  Corporation (the"Company") of an additional 285,000 shares
of the  Company's  Common  Stock  (the  "Shares"),  no par value per  share,  to
participants in the Interchange  Financial Services Corporation Stock Option and
Incentive  Stock Plan of 1997,  as amended  (the "Plan")  upon the  issuance of
restricted stock and/or the exercise or stock options, in either case granted to
them pursuant to the Plan.

We have  examined  copies of the  Registration  Statement  on Form S-8 under the
Securities  Act of 1933, as amended,  (the "Act") which the Company  proposes to
file with the  Securities and Exchange  Commission  with respect to the Plan and
Shares.  We have also examined such corporate  records,  certificates  of public
officials or corporate  officers and agents,  and other documents we have deemed
necessary in order to enable us to render the opinion set forth below.

Based on the  foregoing  examination,  it is our  opinion  that the  Shares  are
validly  authorized  and,  assuming  (a) the  Shares  issuable  will be  validly
authorized,  in the case of restricted  stock, on the dates of issuance,  and in
the case of stock  options,  on the dates of exercise,  (b) the  above-mentioned
Registration  Statement on Form S-8 becomes  effective under the Act, (c) in the
case of  restricted  stock the  restricted  stock will have been duly issued and
delivered pursuant to the Plan, (d) the due execution of certificates evidencing
so  many  of the  Shares  as are  restricted  stock  and  delivery  of the  same
certificates  upon  lapsing of the  applicable  restrictions  and in the case of
Purchased  Restricted Stock (as defined in the Plan) against payment therefor in
accordance  with the Plan, (e) in the case of stock  options,  the stock options
will have been duly executed,  issued and delivered  pursuant to the Plan on the
dates of exercise,  (f) in the case of stock options, the stock options are duly
exercised  in  accordance  with the Plan,  (g) due  execution  and  delivery  of
certificates  evidencing  so many of the  Shares as are Shares  acquired  by the
exercise of stock options against payment  therefor in accordance with the Plan,
and (h) no change occurs in the applicable laws or pertinent  facts,  the Shares
so issuable will be validly issued, fully paid and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
above-mentioned  registration  statement and to the reference to this firm under
the heading "Legal Matters", in the prospectus contained therein. In giving this
consent we do not hereby admit that we are within the category of persons  whose
consent is required  under Section 7(b) of the Act or the rules and  regulations
of the Securities and Exchange Commission thereunder.


Very truly yours,

NORRIS, MCLAUGHLIN & MARCUS, P.A.

/s/ Peter D. Hutcheon
------------------------------------
By: PETER D. HUTCHEON
A Member of the Firm


<PAGE>

                   INTERCHANGE FINANCIAL SERVICES CORPORATION

                             REGISTRATION STATEMENT

                                    FORM S-8


                                  EXHIBIT 23(a)


<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Interchange   Financial  Services  Corporation  (the  "Company")  on  Form  S-8,
pertaining  to the  Company's  stock  option plan of 1997,  of our report  dated
January 17, 2002, appearing in the Annual Report on Form 10-K of the Company for
the year ended December 31, 2001.


/s/ Deloitte & Touche, LLP
___________________________
August 22, 2002
Parsippany, New Jersey
[{"type": "S-8", "sequence": "1", "filename": "s8august2002.txt", "secsgml_size_bytes": 19260}]
{"company-data": {"conformed-name": "INTERCHANGE FINANCIAL SERVICES CORP /NJ/", "cik": "0000755933", "assigned-sic": "6021", "irs-number": "222553159", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98705", "film-number": "02747547"}, "business-address": {"street1": "PARK 80 WEST PLAZA TWO", "street2": "ATTN INTERCHANGE STATE BANK", "city": "SADDLE BROOK", "state": "NJ", "zip": "07662", "phone": "2017032265"}, "mail-address": {"street1": "PARK 80 WEST", "street2": "PLAZA II", "city": "SADDLE BROOK", "state": "NJ", "zip": "07663"}, "former-company": [{"former-conformed-name": "INTERCHANGE FINANCIAL SERVICES CORP", "date-changed": "19861209"}, {"former-conformed-name": "INTERCHANGER STATE BANK", "date-changed": "19870416"}]}
As filed with the Securities and Exchange Commission on August 26, 2002
                                                       Registration No. 33-82530

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ___________________________
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)
                                    _________

           New Jersey                                     22-2553159
------------------------------------       -----------------------------------
(State or other Jurisdiction of            (I.R.S. Employer identification No.)
incorporation or organization)

                             Park 80 West/Plaza Two
                         Saddle Brook, New Jersey 07663
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                   INTERCHANGE FINANCIAL SERVICES CORPORATION
            STOCK OPTION AND INCENTIVE STOCK PLAN OF 1997, as amended
                 (formerly known as"STOCK OPTION PLAN OF 1989")
                            (Full title of the plan)

    Anthony Labozzetta, Executive Vice President and Chief Financial Officer
                             Park 80 West/Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-2265
             (Name, Address, including zip code and telephone number
                    including area code of agent for service)
                                _________________

                                   Copies to:
                             Peter D. Hutcheon, Esq.
                           Norris, McLaughlin & Marcus
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                            Somerville, NJ 08876-1018
                                 (908) 722-0700
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Proposed             Proposed
                                                Amount             Maximum              Maximum             Amount of
              Title of Securities                to be         Offering Price     Aggregate Offering     Registration
               to be Registered              Registered(1)       Per Share(2)           Price(3)              Fees
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per Share           285,000                $ 16.81          $4,790,992.50         $440.77
                                               shares
-----------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate
     amount of interest to be offered or sold pursuant to the employee benefit plan(s) described in the Plan.  Following the
     submission of this Registration Statement, the amount of registered shares under the Plan shall be equal to 1,384,313 shares
     (after taking into account certain interim stock dividends and stock splits).

(2)  Based upon the last reported sale price on the NASDAQ National Market on August 22, 2002.

(3)  The price is estimated in Accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose
     of calculating the registration fee and is the product resulting from multiplying  285,000,  the number of additional shares
     registered herein by $16.81.00 per share, the average exercise price of such options and/or with respect to restricted stock
     grants if any, the last reported sale price on the NASDAQ National Market on August 22, 2002.
REGISTRATION OF ADDITIONAL SECURITIES

This registration  statement on Form S-8 is being filed by Interchange Financial
Services Corporation (the"Company") for the purpose of registering an additional
285,000  shares of common  stock,  no par value,  to be issued  pursuant  to the
Interchange Financial Services Corporation Stock Option and Incentive Stock Plan
of 1997,  as  amended  by the  Board on  January  24,  2002 and  adopted  by the
shareholders at the Company's  Annual  Stockholders'  meeting on April 25, 2002.
The contents of the Company's  registration statement on Form S-8 (No. 33-82530)
relating to the Plan, originally filed on August 5, 1994, as amended by a filing
on September 30, 1997,  are  incorporated  by reference  into this  registration
statement in accordance with General Instruction E to Form S-8.

Item 8. Exhibits

        4(a)  INTERCHANGE FINANCIAL SERVICES CORPORATION  STOCK OPTION
              AND INCENTIVE STOCK PLAN OF 1997, AS AMENDED (formerly known as
              "STOCK OPTION PLAN OF 1989"), as last amended on January 24,2002
              (incorporated by reference to Exhibit B attached to the Company's
              definitive proxy materials with respect to its 2002 Annual Meeting
              of Shareholders, filed with the Commission on March 28, 2002)
        *5    Opinion of Norris, McLaughlin & Marcus, P.A.
       *23(a) Consent of Deloitte & Touche, LLP
        23(b) Consent of Norris, McLaughlin & Marcus P.A.(included in Exhibit 5)
        24    Power of Attorney (included on signature page)
       -----------------------------------------------------------------------
       *Filed herewith

Item 9. Undertakings

        (a)   The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this Registration Statement:

                  (i) To include any prospectus  required by Section  10(a)(3)
of the Securities Act of 1933;

                  (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement. To reflect in the prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement; and

                  (iii) To include any  material  information  with  respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any  material  change  to such  information  in the  Registration  Statement;
provided,  however,  that  paragraphs  1(i)  and  1(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(iv) That, for the purpose of determining any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (v) 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.

        (b) 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  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) 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 certifies  that it has  reasonable  grounds to believe  that it meets
all of the requirements  for  filing  on Form S-8 and has  duly  caused  this
Registration Statement  to be  signed  on its  behalf  by  the  undersigned,
thereunto  duly authorized, in the Township of Saddle Brook, State of New Jersey
on the 22nd day of August 2002.

                            INTERCHANGE FINANCIAL SERVICES CORPORATION

                            By: /s/ Anthony Labozzetta
                            __________________________________________
                            Anthony Labozzetta
                            Executive Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Anthony S. Abbate and Anthony  Labozzetta,  and
either of them  (with  full  power in each to act  alone),  his true and  lawful
attorney-in-fact,  with  full  power of  substitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     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 below.

/s/ Anthony D. Andora
___________________________________Chairman of the Board         August 22, 2002
Anthony D. Andora                  and Director

/s/ Anthony S. Abbate
___________________________________President, Chief Executive    August 22, 2002
Anthony S. Abbate                  Officer and Director

/s/ Anthony Labozzetta
___________________________________Executive Vice President and  August 22, 2002
Anthony Labozzetta                 Chief Financial Officer

/s/ Donald L. Correll
___________________________________Director                      August 22, 2002
Donald L. Correll

/s/ Anthony R. Coscia
___________________________________Director                      August 22, 2002
Anthony R. Coscia
/s/ John J. Eccleston
___________________________________Director                      August 22, 2002
John J. Eccleston

/s/ David R. Ficca
___________________________________Director                      August 22, 2002
David R. Ficca

/s/ James E. Healey
___________________________________Director                      August 22, 2002
James E. Healey

/s/ Nicholas R. Marcalus
___________________________________Director                      August 22, 2002
Nicholas R. Marcalus

/s/ Eleanore S. Nissley
___________________________________Director                      August 22, 2002
Eleanore S. Nissley

/s/ Jeremiah O'Connor
__________________________________Director                       August 22, 2002
Jeremiah O'Connor

/s/ Robert P. Rittereiser
__________________________________Director                       August 22, 2002
Robert P. Rittereiser

/s/ Benjamin Rosenzweig
__________________________________Director                       August 22, 2002
Benjamin Rosenzweig
INTERCHANGE FINANCIAL SERVICES CORPORATION

                             REGISTRATION STATEMENT

                                    FORM S-8

                                    EXHIBIT 5
NORRIS, MCLAUGHLIN & MARCUS, P.A.
                                  P.O. BOX 1018
                            SOMERVILLE, NJ 08876-1018
                                  908-722-0700
                            TELECOPIER (908) 722-0755

July 26, 2002

Interchange Financial Services Corporation
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663

Gentlemen:

We  refer  to the  proposed  registration  for  issue  and  sale by  Interchange
Financial  Services  Corporation (the"Company") of an additional 285,000 shares
of the  Company's  Common  Stock  (the  "Shares"),  no par value per  share,  to
participants in the Interchange  Financial Services Corporation Stock Option and
Incentive  Stock Plan of 1997,  as amended  (the "Plan")  upon the  issuance of
restricted stock and/or the exercise or stock options, in either case granted to
them pursuant to the Plan.

We have  examined  copies of the  Registration  Statement  on Form S-8 under the
Securities  Act of 1933, as amended,  (the "Act") which the Company  proposes to
file with the  Securities and Exchange  Commission  with respect to the Plan and
Shares.  We have also examined such corporate  records,  certificates  of public
officials or corporate  officers and agents,  and other documents we have deemed
necessary in order to enable us to render the opinion set forth below.

Based on the  foregoing  examination,  it is our  opinion  that the  Shares  are
validly  authorized  and,  assuming  (a) the  Shares  issuable  will be  validly
authorized,  in the case of restricted  stock, on the dates of issuance,  and in
the case of stock  options,  on the dates of exercise,  (b) the  above-mentioned
Registration  Statement on Form S-8 becomes  effective under the Act, (c) in the
case of  restricted  stock the  restricted  stock will have been duly issued and
delivered pursuant to the Plan, (d) the due execution of certificates evidencing
so  many  of the  Shares  as are  restricted  stock  and  delivery  of the  same
certificates  upon  lapsing of the  applicable  restrictions  and in the case of
Purchased  Restricted Stock (as defined in the Plan) against payment therefor in
accordance  with the Plan, (e) in the case of stock  options,  the stock options
will have been duly executed,  issued and delivered  pursuant to the Plan on the
dates of exercise,  (f) in the case of stock options, the stock options are duly
exercised  in  accordance  with the Plan,  (g) due  execution  and  delivery  of
certificates  evidencing  so many of the  Shares as are Shares  acquired  by the
exercise of stock options against payment  therefor in accordance with the Plan,
and (h) no change occurs in the applicable laws or pertinent  facts,  the Shares
so issuable will be validly issued, fully paid and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
above-mentioned  registration  statement and to the reference to this firm under
the heading "Legal Matters", in the prospectus contained therein. In giving this
consent we do not hereby admit that we are within the category of persons  whose
consent is required  under Section 7(b) of the Act or the rules and  regulations
of the Securities and Exchange Commission thereunder.

Very truly yours,

NORRIS, MCLAUGHLIN & MARCUS, P.A.

/s/ Peter D. Hutcheon
------------------------------------
By: PETER D. HUTCHEON
A Member of the Firm
INTERCHANGE FINANCIAL SERVICES CORPORATION

                             REGISTRATION STATEMENT

                                    FORM S-8

                                  EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Interchange   Financial  Services  Corporation  (the  "Company")  on  Form  S-8,
pertaining  to the  Company's  stock  option plan of 1997,  of our report  dated
January 17, 2002, appearing in the Annual Report on Form 10-K of the Company for
the year ended December 31, 2001.

/s/ Deloitte & Touche, LLP
___________________________
August 22, 2002
Parsippany, New Jersey