[PG NUMBER]
SEC Form S-8.rtf

    As filed with the Securities and Exchange Commission on November 1, 2002
                                                      Registration No. 333-_____


[GRAPHIC OMITTED]


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[GRAPHIC OMITTED]


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


[GRAPHIC OMITTED]


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

[GRAPHIC OMITTED]


          New Jersey                                       22-2894827
------------------------------               ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                               1130 Route 22 East
                              Post Office Box 6000
                       Bridgewater, New Jersey 08807-0010
         (Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)


[GRAPHIC OMITTED]


                   VISTA BANCORP, INC. 1998 STOCK COMPENSATION
                     PLAN (formerly a plan of Vista Bancorp,
                               Inc.) (the "Plan")
                            (Full title of the Plan)

        THOMAS C. GREGOR, Chairman, President and Chief Executive Officer
                             United National Bancorp
                               1130 Route 22 East
                              Post Office Box 6000
                       Bridgewater, New Jersey 08807-0010
                                 (908) 429-2200

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)


[GRAPHIC OMITTED]


                                 With a Copy to:
                               ROGER MEHNER, ESQ.
                              Bourne, Noll & Kenyon
                             382 Springfield Avenue
                               Post Office Box 690
                          Summit, New Jersey 07902-0690
                                 (908) 277-2200


[GRAPHIC OMITTED]



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                        Proposed Maximum       Proposed
                                                         Offering Price        Maximum
    Title of Securities Being         Amount to be        Per Share (3)       Aggregate            Amount of
           Registered                Registered (1)                          Asking Price      Registration Fee
<S>                                <C>                 <C>                <C>                 <C>
Common Stock, $1.25 par value       19,402 shares (2)   $     21.19        $   411,128         $  82.23
</TABLE>

SEC Form S-8.rtf



         (1)      This Registration Statement covers shares to be issued under
                  the Plan to former holders of options to purchase stock in
                  Vista Bancorp, Inc. ("Vista"), which options were converted to
                  options to purchase stock of United National Bancorp (the
                  "Company") under the Plan in connection with the merger of
                  Vista with and into the Company. This number was calculated by
                  multiplying the number of shares issuable upon exercise of
                  outstanding Vista options (15,916) by the final merger
                  exchange ratio of 1.219.

         (2)      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.

         (3)      Estimated in accordance with Rule 457(h)(l) solely for the
                  purposes of calculating the registration fee based upon the
                  average of the high and low sales price of the Common Stock on
                  the NASDAQ National Market System on October 30, 2002.

                                     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   Documents Incorporated By Reference
         -----------------------------------

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



<PAGE>


SEC Form S-8.rtf

     1.   The  Company's Annual Report on Form 10-K for the year ended  December
     31, 2001.

     2.   The Company's Quarterly Reports on  Form 10-Q for the  quarters  ended
     March 31, 2002, and June 30, 2002.

     3.   Current  Reports filed  on Form 8-K  or Form  8-K/A filed  on July 23,
     2002; August 12, 2002; August 21, 2002; August 27, 2002; September 4, 2002;
     September 9, 2002; and November 1, 2002.

     4.   The description of the Company's common stock contained in the
     Registration Statement on Form 8-A filed by the Company 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 the Company 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 the
Company's Common Stock offered hereby have been passed upon by Bourne, Noll &
Kenyon, counsel to the Company. Attorneys in the law firm of Bourne, Noll &
Kenyon beneficially owned 106 shares of the Company's Common Stock as of October
31, 2002.

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 other matter as to which the agent
was adjudged liable to the corporation.

         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
pay the expenses unless it is ultimately determined he is entitled to
indemnification.

         Exculpation.  Article 4 of the certificate of incorporation of United
                       National Bancorp provides:

1.            Elimination of Certain Liability of Directors.   A director of the
              ---------------------------------------------
         Corporation  shall not be personally liable to the Corporation or
         its  shareholders  for  damages  for  breach  of any duty  owed to the
         Corporation or its  shareholders,  except for liability for any breach
         of duty based upon an act 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 an improper personal benefit.  If the New
         Jersey  Business  Corporation  Act is amended  after  approval  by the
         shareholders of this provision to authorize  corporate  action further
         eliminating  or  limiting  the  personal  liability  of  directors  or
         officers,  then the  liability  of a  director  and/or  officer of the
         Corporation  shall be  eliminated  or  limited to the  fullest  extent
         permitted by the New Jersey Business Corporation Act as so amended.

1 .           Elimination  of Certain  Liability  of Officers.  Unless  provided
              -----------------------------------------------
         otherwise by law, an officer of the Corporation shall not be personally
         liable to the Corporation or its shareholders for damages for breach of
         any  duty owed  to the  Corporation or  its  shareholders,  except  for
         liability for any breach of  duty based  upon an act 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  knowing  violation
         of  law or (c) resulting  in  receipt  by such  person of  an  improper
         personal benefit.

1.            Repeal or Modification of this Article. Any repeal or modification
              --------------------------------------
         of the  foregoing paragraphs  by the  shareholders  of the  Corporation
         shall not adversely affect  any right or protection of a director or an
         officer of  the  Corporation existing  at the  time of  such repeal  or
         modification.

    The New Jersey  Business Corporation Act, as it affects exculpation, has not
been changed since the adoption of this provision by United National  Bancorp in
1987.

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

         Not applicable.

ITEM 8            Exhibits
                  --------

         5        Opinion Letter of Bourne, Noll & Kenyon regarding  legality of
                  securities.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Bourne,  Noll & Kenyon ( contained in  the  opinion
                  included as Exhibit 5).

         24       Power of Attorney.

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


<PAGE>


SEC Form S-8.rtf
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.

          (a)  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 bonafide  offering
               thereof.

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

1.                That, for the 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  bonafide  offering
                                                              --------
          thereof.

1.                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
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 Bridgewater, State of New Jersey, on October 31,
2002.

                             UNITED NATIONAL BANCORP


                                 /s/    THOMAS C. GREGOR
                             By: ___________________________________
                                 Thomas C. Gregor,
                                 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

       /s/  THOMAS C. GREGOR             Chairman, President and Chief Executive
       -----------------------           Officer and Director
       Thomas C. Gregor                  (Principal Executive Officer)

       /s/  ALFRED J. SOLES              Chief Financial Officer
       -----------------------           (Principal Financial  Officer)
       Alfred J. Soles

       /s/  A. RICHARD ABRAHAMIAN        Senior Vice President and Chief
       --------------------------        Accounting  Officer of UnitedTrust Bank
       A. Richard Abrahamian             (Principal Accounting Officer)



<PAGE>




       /s/  GEORGE W. BLANK*             Director
       -----------------------
       George W. Blank


       /s/  C. DOUGLAS CHERRY*           Director
       -----------------------
       C. Douglas Cherry


       /s/ HAROLD J. CURRY*              Director
       -----------------------
       Harold J. Curry


       /s/ BARBARA HARDING*              Director
       -----------------------
       Barbara Harding


       /s/ WILLIAM T. KELLEHER, JR.*     Director
       -----------------------------
       William T. Kelleher, Jr.


       /s/  JOHN R. KOPICKI*             Director
       -----------------------
       John R. Kopicki


       /s/  ANTONIA S. MAROTTA*          Director
       -----------------------
       Antonia S. Marotta


       /s/  JOHN W. McGOWAN, III*        Director
       -----------------------
       John W. McGowan, III


       /s/ PATRICIA A. McKIERNAN*        Director
       -----------------------
       Patricia A. McKiernan


       /s/  CHARLES N. POND, JR.*        Director
       -----------------------
       Charles N. Pond, Jr.



<PAGE>




       /s/  PAUL K. ROSS*                Director
       -----------------------
       Paul K. Ross


       /s/  ARLYN D. RUS*                Director
       -----------------------
       Arlyn D. Rus


       /s/  DAVID R. WALKER*             Director
       -----------------------
       David R. Walker


       /s/  RONALD E. WEST*              Director
       -----------------------
       Ronald E. West


       /s/  GEORGE J. WICKARD*           Director
       -----------------------
       George J. Wickard


       /s/ J. MARSHALL WOLFF*            Director
       ----------------------
       J. Marshall Wolff


/s/  THOMAS C. GREGOR
--------------------------------------
*By Thomas C. Gregor
  As attorney-in-fact





<PAGE>


                               INDEX TO EXHIBITS

Exhibit 5                  Opinion Letter of Bourne, Noll & Kenyon regarding
                           legality of securities.

Exhibit 23.1               Consent of KPMG LLP.

Exhibit 23.2               Consent of Bourne, Noll & Kenyon (contained in the
                           opinion included as Exhibit 5).

Exhibit 24                 Power of Attorney


<PAGE>


                                    EXHIBIT 5


                                                             November 1, 2002

United National Bancorp
1130 Route 22 East
P.O. Box 6000
Bridgewater, New Jersey 08807-0010

Ladies and Gentlemen:

         We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by United National Bancorp (the "Company") relating to 19,402
shares of the Company's Common Stock, $1.25 par value (the "Securities") to be
offered pursuant to the Company's 2001 Officer Long Term Equity Plan (the
"Plan").

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

         Based upon the foregoing, we are of the opinion that, when the
securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the
Securities will be validly issued, fully paid and nonassessable.

         The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New Jersey, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.

                                               Very truly yours,

                                               BOURNE, NOLL & KENYON




<PAGE>


                                  EXHIBIT 23.1

                              CONSENT OF KPMG LLP


                        INDEPENDENT ACCOUNTANTS' CONSENT




The Board of Directors
United National Bancorp:


We consent to incorporation by reference in the Registration  Statement filed on
Form S-8 relating to the Vista Bancorp,  Inc. 1998 Stock  Compensation  Plan, of
our report dated January 15, 2002,  relating to the consolidated  balance sheets
of United National Bancorp and subsidiaries as of December 31, 2001 and 2000 and
the related consolidated  statements of income, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2001,  which report  appears in the December 31, 2001 Annual Report on Form 10-K
of United National Bancorp and is incorporated by reference herein.






                                            KPMG LLP




Short Hills, New Jersey
November 1, 2002




<PAGE>




SEC Form S-8.rtf
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C. Gregor, the undersigned's true
and lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 , and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto 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 ratifying and confirming all that said
attorney-in-fact and agent, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.


         /s/  GEORGE W. BLANK                  Director         October 31, 2002
         -----------------------
         George W. Blank


         /s/  C. DOUGLAS CHERRY                Director         October 31, 2002
         -----------------------
         C. Douglas Cherry


         /s/  HAROLD J. CURRY                  Director         October 31, 2002
         -----------------------
         Harold J. Curry


         /s/  BARBARA HARDING                  Director         October 31, 2002
         -----------------------
         Barbara Harding


         /s/  WILLIAM T. KELLEHER, JR.         Director         October 31, 2002
         ----------------------------
         William T. Kelleher, Jr.


         /s/  JOHN R. KOPICKI                  Director         October 31, 2002
         -----------------------
         John R. Kopicki


         /s/  ANTONIA S. MAROTTA               Director         October 31, 2002
         -----------------------
         Antonia S. Marotta


         /s/  JOHN W. McGOWAN, III             Director         October 31, 2002
         -----------------------
         John W. McGowan, III



<PAGE>




         /s/ PATRICIA A. McKIERNAN             Director         October 31, 2002
         -----------------------
         Patricia A. McKiernan


         /s/  CHARLES N. POND, JR.             Director         October 31, 2002
         -----------------------
         Charles N. Pond, Jr.


         /s/  PAUL K. ROSS                     Director         October 31, 2002
         -----------------------
         Paul K. Ross


         /s/  ARLYN D. RUS                     Director         October 31, 2002
         -----------------------
         Arlyn D. Rus


         /s/  DAVID R. WALKER                  Director         October 31, 2002
         -----------------------
         David R. Walker


         /s/  RONALD E. WEST                   Director         October 31, 2002
         -----------------------
         Ronald E. West


         /s/  GEORGE J. WICKARD                Director         October 31, 2002
         -----------------------
         George J. Wickard


         /s/ J. MARSHALL WOLFF                 Director         October 31, 2002
         -----------------------
         J. Marshall Wolff
[{"type": "S-8", "sequence": "1", "filename": "unb_s8.txt", "description": "UNITED NATIONAL BANCORP FORM S-8", "secsgml_size_bytes": 26357}]
{"company-data": {"conformed-name": "UNITED NATIONAL BANCORP", "cik": "0000831959", "assigned-sic": "6021", "irs-number": "222894827", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100937", "film-number": "02806866"}, "business-address": {"street1": "1130 ROUTE 22 EAST", "city": "BRIDGEWATER", "state": "NJ", "zip": "08807", "phone": "9084292200"}, "mail-address": {"street1": "1130 ROUTE 22 EAST", "city": "BRIDGEWATER", "state": "NJ", "zip": "08807"}}
[PG NUMBER]
SEC Form S-8.rtf

    As filed with the Securities and Exchange Commission on November 1, 2002
                                                      Registration No. 333-_____

[GRAPHIC OMITTED]

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[GRAPHIC OMITTED]

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

[GRAPHIC OMITTED]

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

[GRAPHIC OMITTED]

          New Jersey                                       22-2894827
------------------------------               ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                               1130 Route 22 East
                              Post Office Box 6000
                       Bridgewater, New Jersey 08807-0010
         (Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

[GRAPHIC OMITTED]

                   VISTA BANCORP, INC. 1998 STOCK COMPENSATION
                     PLAN (formerly a plan of Vista Bancorp,
                               Inc.) (the "Plan")
                            (Full title of the Plan)

        THOMAS C. GREGOR, Chairman, President and Chief Executive Officer
                             United National Bancorp
                               1130 Route 22 East
                              Post Office Box 6000
                       Bridgewater, New Jersey 08807-0010
                                 (908) 429-2200

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

[GRAPHIC OMITTED]

                                 With a Copy to:
                               ROGER MEHNER, ESQ.
                              Bourne, Noll & Kenyon
                             382 Springfield Avenue
                               Post Office Box 690
                          Summit, New Jersey 07902-0690
                                 (908) 277-2200

[GRAPHIC OMITTED]

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum       Proposed
                                                         Offering Price        Maximum
    Title of Securities Being         Amount to be        Per Share (3)       Aggregate            Amount of
           Registered                Registered (1)                          Asking Price      Registration Fee
Common Stock, $1.25 par value       19,402 shares (2)   $     21.19        $   411,128         $  82.23
SEC Form S-8.rtf

         (1)      This Registration Statement covers shares to be issued under
                  the Plan to former holders of options to purchase stock in
                  Vista Bancorp, Inc. ("Vista"), which options were converted to
                  options to purchase stock of United National Bancorp (the
                  "Company") under the Plan in connection with the merger of
                  Vista with and into the Company. This number was calculated by
                  multiplying the number of shares issuable upon exercise of
                  outstanding Vista options (15,916) by the final merger
                  exchange ratio of 1.219.

         (2)      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.

         (3)      Estimated in accordance with Rule 457(h)(l) solely for the
                  purposes of calculating the registration fee based upon the
                  average of the high and low sales price of the Common Stock on
                  the NASDAQ National Market System on October 30, 2002.

                                     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   Documents Incorporated By Reference
         -----------------------------------

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
SEC Form S-8.rtf

     1.   The  Company's Annual Report on Form 10-K for the year ended  December
     31, 2001.

     2.   The Company's Quarterly Reports on  Form 10-Q for the  quarters  ended
     March 31, 2002, and June 30, 2002.

     3.   Current  Reports filed  on Form 8-K  or Form  8-K/A filed  on July 23,
     2002; August 12, 2002; August 21, 2002; August 27, 2002; September 4, 2002;
     September 9, 2002; and November 1, 2002.

     4.   The description of the Company's common stock contained in the
     Registration Statement on Form 8-A filed by the Company 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 the Company 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 the
Company's Common Stock offered hereby have been passed upon by Bourne, Noll &
Kenyon, counsel to the Company. Attorneys in the law firm of Bourne, Noll &
Kenyon beneficially owned 106 shares of the Company's Common Stock as of October
31, 2002.

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 other matter as to which the agent
was adjudged liable to the corporation.

         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
pay the expenses unless it is ultimately determined he is entitled to
indemnification.

         Exculpation.  Article 4 of the certificate of incorporation of United
                       National Bancorp provides:

1.            Elimination of Certain Liability of Directors.   A director of the
              ---------------------------------------------
         Corporation  shall not be personally liable to the Corporation or
         its  shareholders  for  damages  for  breach  of any duty  owed to the
         Corporation or its  shareholders,  except for liability for any breach
         of duty based upon an act 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 an improper personal benefit.  If the New
         Jersey  Business  Corporation  Act is amended  after  approval  by the
         shareholders of this provision to authorize  corporate  action further
         eliminating  or  limiting  the  personal  liability  of  directors  or
         officers,  then the  liability  of a  director  and/or  officer of the
         Corporation  shall be  eliminated  or  limited to the  fullest  extent
         permitted by the New Jersey Business Corporation Act as so amended.

1 .           Elimination  of Certain  Liability  of Officers.  Unless  provided
              -----------------------------------------------
         otherwise by law, an officer of the Corporation shall not be personally
         liable to the Corporation or its shareholders for damages for breach of
         any  duty owed  to the  Corporation or  its  shareholders,  except  for
         liability for any breach of  duty based  upon an act 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  knowing  violation
         of  law or (c) resulting  in  receipt  by such  person of  an  improper
         personal benefit.

1.            Repeal or Modification of this Article. Any repeal or modification
              --------------------------------------
         of the  foregoing paragraphs  by the  shareholders  of the  Corporation
         shall not adversely affect  any right or protection of a director or an
         officer of  the  Corporation existing  at the  time of  such repeal  or
         modification.

    The New Jersey  Business Corporation Act, as it affects exculpation, has not
been changed since the adoption of this provision by United National  Bancorp in
1987.

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

         Not applicable.

ITEM 8            Exhibits
                  --------

         5        Opinion Letter of Bourne, Noll & Kenyon regarding  legality of
                  securities.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Bourne,  Noll & Kenyon ( contained in  the  opinion
                  included as Exhibit 5).

         24       Power of Attorney.

ITEM 9            Undertakings
                  ------------
SEC Form S-8.rtf
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.

          (a)  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 bonafide  offering
               thereof.

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

1.                That, for the 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  bonafide  offering
                                                              --------
          thereof.

1.                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
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 Bridgewater, State of New Jersey, on October 31,
2002.

                             UNITED NATIONAL BANCORP

                                 /s/    THOMAS C. GREGOR
                             By: ___________________________________
                                 Thomas C. Gregor,
                                 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

       /s/  THOMAS C. GREGOR             Chairman, President and Chief Executive
       -----------------------           Officer and Director
       Thomas C. Gregor                  (Principal Executive Officer)

       /s/  ALFRED J. SOLES              Chief Financial Officer
       -----------------------           (Principal Financial  Officer)
       Alfred J. Soles

       /s/  A. RICHARD ABRAHAMIAN        Senior Vice President and Chief
       --------------------------        Accounting  Officer of UnitedTrust Bank
       A. Richard Abrahamian             (Principal Accounting Officer)
/s/  GEORGE W. BLANK*             Director
       -----------------------
       George W. Blank

       /s/  C. DOUGLAS CHERRY*           Director
       -----------------------
       C. Douglas Cherry

       /s/ HAROLD J. CURRY*              Director
       -----------------------
       Harold J. Curry

       /s/ BARBARA HARDING*              Director
       -----------------------
       Barbara Harding

       /s/ WILLIAM T. KELLEHER, JR.*     Director
       -----------------------------
       William T. Kelleher, Jr.

       /s/  JOHN R. KOPICKI*             Director
       -----------------------
       John R. Kopicki

       /s/  ANTONIA S. MAROTTA*          Director
       -----------------------
       Antonia S. Marotta

       /s/  JOHN W. McGOWAN, III*        Director
       -----------------------
       John W. McGowan, III

       /s/ PATRICIA A. McKIERNAN*        Director
       -----------------------
       Patricia A. McKiernan

       /s/  CHARLES N. POND, JR.*        Director
       -----------------------
       Charles N. Pond, Jr.
/s/  PAUL K. ROSS*                Director
       -----------------------
       Paul K. Ross

       /s/  ARLYN D. RUS*                Director
       -----------------------
       Arlyn D. Rus

       /s/  DAVID R. WALKER*             Director
       -----------------------
       David R. Walker

       /s/  RONALD E. WEST*              Director
       -----------------------
       Ronald E. West

       /s/  GEORGE J. WICKARD*           Director
       -----------------------
       George J. Wickard

       /s/ J. MARSHALL WOLFF*            Director
       ----------------------
       J. Marshall Wolff

/s/  THOMAS C. GREGOR
--------------------------------------
*By Thomas C. Gregor
  As attorney-in-fact
INDEX TO EXHIBITS

Exhibit 5                  Opinion Letter of Bourne, Noll & Kenyon regarding
                           legality of securities.

Exhibit 23.1               Consent of KPMG LLP.

Exhibit 23.2               Consent of Bourne, Noll & Kenyon (contained in the
                           opinion included as Exhibit 5).

Exhibit 24                 Power of Attorney
EXHIBIT 5

                                                             November 1, 2002

United National Bancorp
1130 Route 22 East
P.O. Box 6000
Bridgewater, New Jersey 08807-0010

Ladies and Gentlemen:

         We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by United National Bancorp (the "Company") relating to 19,402
shares of the Company's Common Stock, $1.25 par value (the "Securities") to be
offered pursuant to the Company's 2001 Officer Long Term Equity Plan (the
"Plan").

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

         Based upon the foregoing, we are of the opinion that, when the
securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the
Securities will be validly issued, fully paid and nonassessable.

         The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New Jersey, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.

                                               Very truly yours,

                                               BOURNE, NOLL & KENYON
EXHIBIT 23.1

                              CONSENT OF KPMG LLP

                        INDEPENDENT ACCOUNTANTS' CONSENT

The Board of Directors
United National Bancorp:

We consent to incorporation by reference in the Registration  Statement filed on
Form S-8 relating to the Vista Bancorp,  Inc. 1998 Stock  Compensation  Plan, of
our report dated January 15, 2002,  relating to the consolidated  balance sheets
of United National Bancorp and subsidiaries as of December 31, 2001 and 2000 and
the related consolidated  statements of income, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2001,  which report  appears in the December 31, 2001 Annual Report on Form 10-K
of United National Bancorp and is incorporated by reference herein.

                                            KPMG LLP

Short Hills, New Jersey
November 1, 2002
SEC Form S-8.rtf
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C. Gregor, the undersigned's true
and lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 , and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto 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 ratifying and confirming all that said
attorney-in-fact and agent, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

         /s/  GEORGE W. BLANK                  Director         October 31, 2002
         -----------------------
         George W. Blank

         /s/  C. DOUGLAS CHERRY                Director         October 31, 2002
         -----------------------
         C. Douglas Cherry

         /s/  HAROLD J. CURRY                  Director         October 31, 2002
         -----------------------
         Harold J. Curry

         /s/  BARBARA HARDING                  Director         October 31, 2002
         -----------------------
         Barbara Harding

         /s/  WILLIAM T. KELLEHER, JR.         Director         October 31, 2002
         ----------------------------
         William T. Kelleher, Jr.

         /s/  JOHN R. KOPICKI                  Director         October 31, 2002
         -----------------------
         John R. Kopicki

         /s/  ANTONIA S. MAROTTA               Director         October 31, 2002
         -----------------------
         Antonia S. Marotta

         /s/  JOHN W. McGOWAN, III             Director         October 31, 2002
         -----------------------
         John W. McGowan, III
/s/ PATRICIA A. McKIERNAN             Director         October 31, 2002
         -----------------------
         Patricia A. McKiernan

         /s/  CHARLES N. POND, JR.             Director         October 31, 2002
         -----------------------
         Charles N. Pond, Jr.

         /s/  PAUL K. ROSS                     Director         October 31, 2002
         -----------------------
         Paul K. Ross

         /s/  ARLYN D. RUS                     Director         October 31, 2002
         -----------------------
         Arlyn D. Rus

         /s/  DAVID R. WALKER                  Director         October 31, 2002
         -----------------------
         David R. Walker

         /s/  RONALD E. WEST                   Director         October 31, 2002
         -----------------------
         Ronald E. West

         /s/  GEORGE J. WICKARD                Director         October 31, 2002
         -----------------------
         George J. Wickard

         /s/ J. MARSHALL WOLFF                 Director         October 31, 2002
         -----------------------
         J. Marshall Wolff