As filed with the Securities and Exchange Commission on June 26, 2000


================================================================================
                       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
 incorporation or organization)                          Identification No.)

                             Park 80 West/Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-4595
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                  OUTSIDE DIRECTOR INCENTIVE COMPENSATION PLAN
                            (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) 703-4595
             (Name, Address, including zip code and telephone number
                    including area code of agent for service)
                                _________________

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                      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                 100,000          $12.75          $1,275,000.00       $336.60
                                                     shares
------------------------------------------------ ---------------- ----------------- ------------------- --------------
</TABLE>

(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 Outside Directors Incentive Compensation
     Plan described herein.

(2)  Based upon the average of the high and the low reported sales prices on the
     American Stock Exchange on June 22, 2000.

(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  100,000
     by $12.75 per share, the average of the high and low reported sales price
     on the American Stock Exchange on June 22, 2000.

<PAGE>


                   INTERCHANGE FINANCIAL SERVICES CORPORATION

                                TABLE OF CONTENTS


PART I                                                                    PAGE


Item 1.      Plan Information.............................................. *

Item 2.      Registrant Information and Employee Plan Annual Information... *

Item 2A.    Reoffer Prospectus............................................. 1


PART II


Item 3.      Incorporation of Documents by Reference....................... 8

Item 4.      Description of Securities..................................... 8

Item 5.      Interests of Named Experts and Counsel........................ 8

Item 6.      Indemnification of Directors and Officers..................... 8

Item 7.      Exemption from Registration Claimed........................... 9

Item 8.      Exhibits...................................................... 9

Item 9.      Undertakings.................................................. 9

Signatures................................................................. 11


*    Separately  given to  participants.  Pursuant  to the  rules  for  filing a
     Registration  Statement  on Form S-8,  such  information  is contained in a
     document  which does not constitute a part of this  Registration  Statement
     but which shall,  together with the documents  incorporated by reference in
     this  Registration  Statement  pursuant  to  Item  3  of  Part  II  hereof,
     constitute a prospectus  under Section 10(a) of the Securities Act of 1933.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.         Plan Information

                Omitted

Item 2.         Registrant Information and Employee Plan Annual Information

                Omitted

Item 2A.        Reoffer Prospectus

                A prospectus  relating to the reoffer of control  securities and
restricted securities acquired by participants under the Plan follows below.


                                       1

<PAGE>

                   INTERCHANGE FINANCIAL SERVICES CORPORATION

                            SECTION 10(a) PROSPECTUS

                                    FORM S-8


                                     ITEM 2A







                                       2

<PAGE>

                               REOFFER PROSPECTUS


                          11,000 Shares of Common Stock
                            (No Par Value per Share)



                   INTERCHANGE FINANCIAL SERVICES CORPORATION





                                 _______________

This  prospectus has been prepared for use in connection with the proposed sales
by the stockholders named herein (the "Selling Stockholders") of an aggregate of
11,000 shares of Common Stock (no par value per share) of Interchange  Financial
Services  Corporation (the "Company") acquired by the Selling  Stockholders upon
the exercise of options  granted to them under the  Company's  Outside  Director
Incentive Compensation Plan.

It is contemplated that offerings and/or sales by the Selling  Stockholders will
be made from time to time pursuant to this Registration Statement.



                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.











                  The date of this Prospectus is June 22, 2000.


                                       3
<PAGE>


                              AVAILABLE INFORMATION


     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and,  in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained  by the  Commission  at Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
Seven World Trade, 13th Floor, New York, New York 10048. Copies of such material
can be obtained from the Public Reference  Section of the Commission,  450 Fifth
Street, N.W.,  Washington,  D.C. at prescribed rates. The Commission maintains a
web site that  contains  reports,  proxy and  information  statements  and other
information  regarding registrants that file electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following documents are hereby incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000;

         (c)      The description of the Company's Common Stock contained in its
                  Registration Statement on Form S-2 dated October 29,1992
                  (File No. 33-49840); and

         (d)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities and Exchange Act of 1934 since the end of the
                  fiscal year referred to in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 from the date hereof
to the  termination  of the offering of the  securities  covered hereby shall be
deemed to be  incorporated  by  reference  in this  Prospectus  and to be a part
hereof from the date of filing such documents.

     Copies of documents  incorporated  herein by reference may be obtained upon
written or oral request without charge (other than exhibits  thereto) to Anthony
Labozzetta,  Interchange Financial Services Corporation, Park 80 West/Plaza Two,
Saddle Brook, New Jersey 07663; telephone (201) 703-4595.

                                       4
<PAGE>

                                   THE COMPANY

     Interchange  Financial Services Corporation (the "Company") is a New Jersey
business  corporation and registered bank holding company under the Bank Holding
Company Act of 1956,  as amended.  It acquired all of the  outstanding  stock of
Interchange  Bank,  (formerly  known as  Interchange  State Bank),  a New Jersey
chartered bank (the "Bank" or "Interchange"), in 1986. The Bank is the Company's
principal  subsidiary.  The Company's  principal  executive office is located at
Park 80 West/ Plaza Two,  Saddle  Brook,  New Jersey  07663,  and the  telephone
number is (201) 703-2265.



                              SELLING STOCKHOLDERS

     The table  below sets forth the names of the Selling  Stockholders,  all of
whom are directors of the Company with  addresses care of the Company at Park 80
West/Plaza  Two,  Saddle Brook,  New Jersey  07663.  The shares that the Selling
Stockholders  may offer from time to time are shares  acquired or to be acquired
by them  upon the  exercise  of awards  that  have been or may in the  future be
granted  to them by the  Company  pursuant  to the  Company's  Outside  Director
Incentive  Compensation Plan (the "Plan"). The following table lists all persons
holding  awards,  who,  because of their  position with the Company or amount of
stock of the Company owned by them, may be deemed to be "affiliates" and persons
who are  nonaffiliates  who have  acquired  shares  under the Plan  prior to the
filing of the  registration  statement of which this  prospectus is a part.  The
Selling  Stockholders  may from  time to time  offer  all or part of the  shares
acquired  by them upon the  exercise of options now held or which may be granted
to them in the future by the Company in any trading  markets.  The Company  will
pay all expenses of preparing  and  reproducing  this  Prospectus,  but will not
receive  any part of the  proceeds of the sale of any such  shares.  The Selling
Stockholders  will pay any and all brokerage  commissions  charged to sellers in
connection with such sales.

          Name                                       No. of Shares
          _________________________________________________________

          Anthony D. Andora                          1,000
          Donald L. Correll                          1,000
          Anthony R. Coscia                          1,000
          John J. Eccleston                          1,000
          David R. Ficca                             1,000
          James E. Healey                            1,000
          Nicholas R. Marcalus                       1,000
          Eleanore S. Nissley                        1,000
          Jeremiah F. O'Connor                       1,000
          Robert P. Rittereiser                      1,000
          Benjamin Rosenzweig                        1,000



                                       5

<PAGE>


                                  LEGAL MATTERS

     The  legality of the shares of Common  Stock being  offered  hereby will be
passed upon by Norris,  McLaughlin & Marcus,  P.A., 721 Route 202-206,  P.O. Box
1018, Somerville, New Jersey 08876-1018.

                            EXPERTS AND MISCELLANEOUS

     The financial  statements and financial  statement schedules of the Company
as of December  31, 1999 and  December 31, 1998 and for each of the years in the
three year period ended December 31, 1999, are incorporated  herein by reference
to the Company's Annual Report on Form 10-K for the year ended December 31, 1999
in reliance upon the reports of Deloitte & Touche,  LLP,  independent  certified
public  accountants,  incorporated herein by reference and upon the authority of
said firm as  experts  in  accounting  and  auditing.  The  Common  stock of the
Company, including the shares offered hereby, is designated for quotation on the
American Stock Exchange under the symbol: IFC.

                                 USE OF PROCEEDS

     The Company  will not receive any  proceeds  from the reoffer and resale of
securities by the Selling Stockholders hereunder.

                                 INDEMNIFICATION

     Section  14A:3-5 of the New Jersey  Business  Corporation Act (the "NJBCA")
gives the Company power to indemnify each of its directors and officers  against
expenses and  liabilities  in connection  with any  proceeding  involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best  interests of the Company and (b) with respect to any criminal  proceeding,
he had no reasonable  cause to believe his conduct was unlawful.  However,  in a
proceeding by or in the right of the Company,  there shall be no indemnification
in respect of any  liabilities or expenses if the officer or director shall have
been  adjudged  liable  to the  Company  unless  the  court  in such  proceeding
determines he is entitled to indemnity  for such  liabilities  and/or  expenses.
Furthermore,  no indemnification  shall be made to or on behalf of a director or
officer if a judgment or other final  adjudication  adverse to such  director or
officer establishes that his acts or omissions (a) were in breach of his duty of
loyalty  to the  Company  and its  stockholders,  (b) were not in good  faith or
involved a knowing  violation  of law or (c) resulted in receipt by the director
or officer of an improper personal benefit. The NJBCA defines an act or omission
in breach of a person's duty of loyalty as an act or omission  which that person
knows or believes to be  contrary  to the best  interests  of the Company or its
stockholders in connection with a matter in which he has a material  conflict of
interest.  If a director or officer is successful  in a proceeding,  the statute
mandates that the Company indemnify him against expenses.

     The Certificate of Incorporation  provides that the Company shall indemnify
each  officer  and  director of the Company  (and each  officer and  director of
another entity who was serving at the request of the Company) who is a party to,
or is  threatened  to be made a party to, any  threatened,  pending or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  against expenses (including attorneys' fees), judgments,  fines,
and amounts paid in settlement,  actually and reasonably  incurred in connection
with such action, suit or proceeding, to the fullest extend permitted by law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful

                                       6
<PAGE>

defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  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.


                                       7
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference

                  The following documents filed by Interchange Financial
                  Services Corporation (the "Company") with the Commission are
                  also incorporated herein by reference:

                 (a)      The Company's Quarterly Reports on Form 10-Q for the
                          quarter ended March 31, 2000;

                 (b)      The Company's Annual Report on Form 10-K for the year
                          ended December 31, 1999;

                 (c)      The Company's definitive proxy statement filed
                          pursuant to Section 14 of the Securities Exchange Act
                          of 1934 in connection with the latest annual meeting
                          of its stockholders; and

                 (d)      The description of the Company's Common Stock
                          contained in its Registration Statement on Form S-2
                          dated October 29, 1992.(File 33-49840)

                  In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating that all of the securities  offered hereunder have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities

                  Not Applicable

Item 5.           Interests of Named Experts and Counsel

                  Not Applicable

Item 6.           Indemnification of Directors and Officers

                  Section 14A:3-5 of the New Jersey Business Corporation Act
(the  "NJBCA")  gives the Company  power to indemnify  each of its directors and
officers  against  expenses and  liabilities  in connection  with any proceeding
involving him by reason of his being or having been a director or officer if (a)
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed  to,  the best  interests  of the  Company  and (b) with  respect to any
criminal  proceeding,  he had no  reasonable  cause to believe  his  conduct was
unlawful.  However,  in a proceeding  by or in the right of the  Company,  there
shall be no  indemnification  in respect of any  liabilities  or expenses if the
officer or director  shall have been adjudged  liable to the Company  unless the
court  in such  proceeding  determines  he is  entitled  to  indemnity  for such
liabilities and/or expenses. Furthermore, no indemnification shall be made to or
on behalf of a director  or officer if a judgment  or other  final  adjudication
adverse to such director or officer  establishes  that his acts or omissions (a)
were in breach of his duty of loyalty to the Company and its  stockholders,  (b)

                                       8
<PAGE>


were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper  personal  benefit.  The NJBCA
defines an act or omission in breach of a person's  duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to be  contrary  to the best
interests  of the Company or its  stockholders  in  connection  with a matter in
which he has a  material  conflict  of  interest.  If a  director  or officer is
successful in a proceeding,  the statute mandates that the Company indemnify him
against expenses.

                  The Certificate of Incorporation provides that the Company
shall  indemnify  each officer and director of the Company (and each officer and
director of another entity who was serving at the request of the Company) who is
a party to, or is threatened to be made a party to, any  threatened,  pending or
completed action, suit, or proceeding, whether civil, criminal,  administrative,
or  investigative,  against expenses  (including  attorneys'  fees),  judgments,
fines,  and amounts  paid in  settlement,  actually and  reasonably  incurred in
connection with such action, suit or proceeding, to the fullest extend permitted
by law.

Item 7.           Exemption from Registration Claimed

                  Offers and sales of Common Stock pursuant to the Plan are
exempt from registration under the Securities Act of 1933, as amended, by virtue
of  Sections  4(2)  and/or  2(11) of such Act and  Rule 504  promulgated  by the
Commission as a part of Regulation D.

Item 8.           Exhibits

                  4(a)     Interchange Financial Services Corporation Outside
                           Director Incentive Compensation Plan, is incorporated
                           herein by reference to Appendix A attached to the
                           Company's definitive proxy materials with respect to
                           its 2000 Annual Meeting of Shareholders, filed with
                           the Commission on March 30, 2000.
                  *5       Opinion of Norris, McLaughlin & Marcus, P.C.
                  *23(a)   Consent of Deloitte & Touche, LLP
                   23(b)   Consent of Norris, McLaughlin & Marcus P.C.
                           (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; 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

                                       9
<PAGE>



                                    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.


                                       10

<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 June, 2000.
                      INTERCHANGE FINANCIAL SERVICES CORPORATION


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


     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 Registrant 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  1993,  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              June 22, 2000
Anthony D. Andora               and Director


/s/ Anthony S. Abbate           President, Chief Executive         June 22, 2000
_________________________       Officer and Director
Anthony S. Abbate


/s/ Anthony Labozzetta          Executive Vice President           June 22, 2000
_________________________       and Chief Financial Officer
Anthony Labozzetta


/s/ Donald L. Correll           Director                           June 22, 2000
_________________________
Donald L. Correll


/s/ Anthony R. Coscia           Director                           June 22, 2000
_________________________
Anthony R. Coscia


/s/ John J. Eccleston           Director                           June 22, 2000
__________________________
John J. Eccleston


/s/ David R. Ficca              Director                           June 22, 2000
__________________________
David R. Ficca


                                       11
<PAGE>



/s/ James E. Healey             Director                           June 22, 2000
__________________________
James E. Healey


/s/ Nicholas R. Marcalus        Director                           June 22, 2000
__________________________
Nicholas R. Marcalus


/s/ Eleanore S. Nissley         Director                           June 22, 2000
__________________________
Eleanore S. Nissley


/s/ Jeremiah F. O'Connor        Director                           June 22, 2000
__________________________
Jeremiah F. O'Connor


/s/ Robert P. Rittereiser       Director                           June 22, 2000
__________________________
Robert P. Rittereiser


/s/ Benjamin Rosenzweig         Director                           June 22, 2000
__________________________
Benjamin Rosenzweig


                                       12
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{"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": "333-40098", "film-number": "660667"}, "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": "INTERCHANGER STATE BANK", "date-changed": "19870416"}, {"former-conformed-name": "INTERCHANGE FINANCIAL SERVICES CORP", "date-changed": "19861209"}]}
As filed with the Securities and Exchange Commission on June 26, 2000

================================================================================
                       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
 incorporation or organization)                          Identification No.)

                             Park 80 West/Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-4595
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                  OUTSIDE DIRECTOR INCENTIVE COMPENSATION PLAN
                            (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) 703-4595
             (Name, Address, including zip code and telephone number
                    including area code of agent for service)
                                _________________

                                   Copies to:
                             Peter D. Hutcheon, Esq.
                           Norris, McLaughlin & Marcus, P.A.
                                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                 100,000          $12.75          $1,275,000.00       $336.60
                                                     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 Outside Directors Incentive Compensation
     Plan described herein.

(2)  Based upon the average of the high and the low reported sales prices on the
     American Stock Exchange on June 22, 2000.

(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  100,000
     by $12.75 per share, the average of the high and low reported sales price
     on the American Stock Exchange on June 22, 2000.
INTERCHANGE FINANCIAL SERVICES CORPORATION

                                TABLE OF CONTENTS

PART I                                                                    PAGE

Item 1.      Plan Information.............................................. *

Item 2.      Registrant Information and Employee Plan Annual Information... *

Item 2A.    Reoffer Prospectus............................................. 1

PART II

Item 3.      Incorporation of Documents by Reference....................... 8

Item 4.      Description of Securities..................................... 8

Item 5.      Interests of Named Experts and Counsel........................ 8

Item 6.      Indemnification of Directors and Officers..................... 8

Item 7.      Exemption from Registration Claimed........................... 9

Item 8.      Exhibits...................................................... 9

Item 9.      Undertakings.................................................. 9

Signatures................................................................. 11

*    Separately  given to  participants.  Pursuant  to the  rules  for  filing a
     Registration  Statement  on Form S-8,  such  information  is contained in a
     document  which does not constitute a part of this  Registration  Statement
     but which shall,  together with the documents  incorporated by reference in
     this  Registration  Statement  pursuant  to  Item  3  of  Part  II  hereof,
     constitute a prospectus  under Section 10(a) of the Securities Act of 1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.         Plan Information

                Omitted

Item 2.         Registrant Information and Employee Plan Annual Information

                Omitted

Item 2A.        Reoffer Prospectus

                A prospectus  relating to the reoffer of control  securities and
restricted securities acquired by participants under the Plan follows below.

                                       1
INTERCHANGE FINANCIAL SERVICES CORPORATION

                            SECTION 10(a) PROSPECTUS

                                    FORM S-8

                                     ITEM 2A

                                       2
REOFFER PROSPECTUS

                          11,000 Shares of Common Stock
                            (No Par Value per Share)

                   INTERCHANGE FINANCIAL SERVICES CORPORATION

                                 _______________

This  prospectus has been prepared for use in connection with the proposed sales
by the stockholders named herein (the "Selling Stockholders") of an aggregate of
11,000 shares of Common Stock (no par value per share) of Interchange  Financial
Services  Corporation (the "Company") acquired by the Selling  Stockholders upon
the exercise of options  granted to them under the  Company's  Outside  Director
Incentive Compensation Plan.

It is contemplated that offerings and/or sales by the Selling  Stockholders will
be made from time to time pursuant to this Registration Statement.

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 22, 2000.

                                       3
AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and,  in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference  facilities  maintained  by the  Commission  at Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
Seven World Trade, 13th Floor, New York, New York 10048. Copies of such material
can be obtained from the Public Reference  Section of the Commission,  450 Fifth
Street, N.W.,  Washington,  D.C. at prescribed rates. The Commission maintains a
web site that  contains  reports,  proxy and  information  statements  and other
information  regarding registrants that file electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following documents are hereby incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000;

         (c)      The description of the Company's Common Stock contained in its
                  Registration Statement on Form S-2 dated October 29,1992
                  (File No. 33-49840); and

         (d)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities and Exchange Act of 1934 since the end of the
                  fiscal year referred to in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 from the date hereof
to the  termination  of the offering of the  securities  covered hereby shall be
deemed to be  incorporated  by  reference  in this  Prospectus  and to be a part
hereof from the date of filing such documents.

     Copies of documents  incorporated  herein by reference may be obtained upon
written or oral request without charge (other than exhibits  thereto) to Anthony
Labozzetta,  Interchange Financial Services Corporation, Park 80 West/Plaza Two,
Saddle Brook, New Jersey 07663; telephone (201) 703-4595.

                                       4
THE COMPANY

     Interchange  Financial Services Corporation (the "Company") is a New Jersey
business  corporation and registered bank holding company under the Bank Holding
Company Act of 1956,  as amended.  It acquired all of the  outstanding  stock of
Interchange  Bank,  (formerly  known as  Interchange  State Bank),  a New Jersey
chartered bank (the "Bank" or "Interchange"), in 1986. The Bank is the Company's
principal  subsidiary.  The Company's  principal  executive office is located at
Park 80 West/ Plaza Two,  Saddle  Brook,  New Jersey  07663,  and the  telephone
number is (201) 703-2265.

                              SELLING STOCKHOLDERS

     The table  below sets forth the names of the Selling  Stockholders,  all of
whom are directors of the Company with  addresses care of the Company at Park 80
West/Plaza  Two,  Saddle Brook,  New Jersey  07663.  The shares that the Selling
Stockholders  may offer from time to time are shares  acquired or to be acquired
by them  upon the  exercise  of awards  that  have been or may in the  future be
granted  to them by the  Company  pursuant  to the  Company's  Outside  Director
Incentive  Compensation Plan (the "Plan"). The following table lists all persons
holding  awards,  who,  because of their  position with the Company or amount of
stock of the Company owned by them, may be deemed to be "affiliates" and persons
who are  nonaffiliates  who have  acquired  shares  under the Plan  prior to the
filing of the  registration  statement of which this  prospectus is a part.  The
Selling  Stockholders  may from  time to time  offer  all or part of the  shares
acquired  by them upon the  exercise of options now held or which may be granted
to them in the future by the Company in any trading  markets.  The Company  will
pay all expenses of preparing  and  reproducing  this  Prospectus,  but will not
receive  any part of the  proceeds of the sale of any such  shares.  The Selling
Stockholders  will pay any and all brokerage  commissions  charged to sellers in
connection with such sales.

          Name                                       No. of Shares
          _________________________________________________________

          Anthony D. Andora                          1,000
          Donald L. Correll                          1,000
          Anthony R. Coscia                          1,000
          John J. Eccleston                          1,000
          David R. Ficca                             1,000
          James E. Healey                            1,000
          Nicholas R. Marcalus                       1,000
          Eleanore S. Nissley                        1,000
          Jeremiah F. O'Connor                       1,000
          Robert P. Rittereiser                      1,000
          Benjamin Rosenzweig                        1,000

                                       5
LEGAL MATTERS

     The  legality of the shares of Common  Stock being  offered  hereby will be
passed upon by Norris,  McLaughlin & Marcus,  P.A., 721 Route 202-206,  P.O. Box
1018, Somerville, New Jersey 08876-1018.

                            EXPERTS AND MISCELLANEOUS

     The financial  statements and financial  statement schedules of the Company
as of December  31, 1999 and  December 31, 1998 and for each of the years in the
three year period ended December 31, 1999, are incorporated  herein by reference
to the Company's Annual Report on Form 10-K for the year ended December 31, 1999
in reliance upon the reports of Deloitte & Touche,  LLP,  independent  certified
public  accountants,  incorporated herein by reference and upon the authority of
said firm as  experts  in  accounting  and  auditing.  The  Common  stock of the
Company, including the shares offered hereby, is designated for quotation on the
American Stock Exchange under the symbol: IFC.

                                 USE OF PROCEEDS

     The Company  will not receive any  proceeds  from the reoffer and resale of
securities by the Selling Stockholders hereunder.

                                 INDEMNIFICATION

     Section  14A:3-5 of the New Jersey  Business  Corporation Act (the "NJBCA")
gives the Company power to indemnify each of its directors and officers  against
expenses and  liabilities  in connection  with any  proceeding  involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best  interests of the Company and (b) with respect to any criminal  proceeding,
he had no reasonable  cause to believe his conduct was unlawful.  However,  in a
proceeding by or in the right of the Company,  there shall be no indemnification
in respect of any  liabilities or expenses if the officer or director shall have
been  adjudged  liable  to the  Company  unless  the  court  in such  proceeding
determines he is entitled to indemnity  for such  liabilities  and/or  expenses.
Furthermore,  no indemnification  shall be made to or on behalf of a director or
officer if a judgment or other final  adjudication  adverse to such  director or
officer establishes that his acts or omissions (a) were in breach of his duty of
loyalty  to the  Company  and its  stockholders,  (b) were not in good  faith or
involved a knowing  violation  of law or (c) resulted in receipt by the director
or officer of an improper personal benefit. The NJBCA defines an act or omission
in breach of a person's duty of loyalty as an act or omission  which that person
knows or believes to be  contrary  to the best  interests  of the Company or its
stockholders in connection with a matter in which he has a material  conflict of
interest.  If a director or officer is successful  in a proceeding,  the statute
mandates that the Company indemnify him against expenses.

     The Certificate of Incorporation  provides that the Company shall indemnify
each  officer  and  director of the Company  (and each  officer and  director of
another entity who was serving at the request of the Company) who is a party to,
or is  threatened  to be made a party to, any  threatened,  pending or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  against expenses (including attorneys' fees), judgments,  fines,
and amounts paid in settlement,  actually and reasonably  incurred in connection
with such action, suit or proceeding, to the fullest extend permitted by law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful

                                       6
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  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.

                                       7
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  The following documents filed by Interchange Financial
                  Services Corporation (the "Company") with the Commission are
                  also incorporated herein by reference:

                 (a)      The Company's Quarterly Reports on Form 10-Q for the
                          quarter ended March 31, 2000;

                 (b)      The Company's Annual Report on Form 10-K for the year
                          ended December 31, 1999;

                 (c)      The Company's definitive proxy statement filed
                          pursuant to Section 14 of the Securities Exchange Act
                          of 1934 in connection with the latest annual meeting
                          of its stockholders; and

                 (d)      The description of the Company's Common Stock
                          contained in its Registration Statement on Form S-2
                          dated October 29, 1992.(File 33-49840)

                  In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating that all of the securities  offered hereunder have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities

                  Not Applicable

Item 5.           Interests of Named Experts and Counsel

                  Not Applicable

Item 6.           Indemnification of Directors and Officers

                  Section 14A:3-5 of the New Jersey Business Corporation Act
(the  "NJBCA")  gives the Company  power to indemnify  each of its directors and
officers  against  expenses and  liabilities  in connection  with any proceeding
involving him by reason of his being or having been a director or officer if (a)
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed  to,  the best  interests  of the  Company  and (b) with  respect to any
criminal  proceeding,  he had no  reasonable  cause to believe  his  conduct was
unlawful.  However,  in a proceeding  by or in the right of the  Company,  there
shall be no  indemnification  in respect of any  liabilities  or expenses if the
officer or director  shall have been adjudged  liable to the Company  unless the
court  in such  proceeding  determines  he is  entitled  to  indemnity  for such
liabilities and/or expenses. Furthermore, no indemnification shall be made to or
on behalf of a director  or officer if a judgment  or other  final  adjudication
adverse to such director or officer  establishes  that his acts or omissions (a)
were in breach of his duty of loyalty to the Company and its  stockholders,  (b)

                                       8
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper  personal  benefit.  The NJBCA
defines an act or omission in breach of a person's  duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to be  contrary  to the best
interests  of the Company or its  stockholders  in  connection  with a matter in
which he has a  material  conflict  of  interest.  If a  director  or officer is
successful in a proceeding,  the statute mandates that the Company indemnify him
against expenses.

                  The Certificate of Incorporation provides that the Company
shall  indemnify  each officer and director of the Company (and each officer and
director of another entity who was serving at the request of the Company) who is
a party to, or is threatened to be made a party to, any  threatened,  pending or
completed action, suit, or proceeding, whether civil, criminal,  administrative,
or  investigative,  against expenses  (including  attorneys'  fees),  judgments,
fines,  and amounts  paid in  settlement,  actually and  reasonably  incurred in
connection with such action, suit or proceeding, to the fullest extend permitted
by law.

Item 7.           Exemption from Registration Claimed

                  Offers and sales of Common Stock pursuant to the Plan are
exempt from registration under the Securities Act of 1933, as amended, by virtue
of  Sections  4(2)  and/or  2(11) of such Act and  Rule 504  promulgated  by the
Commission as a part of Regulation D.

Item 8.           Exhibits

                  4(a)     Interchange Financial Services Corporation Outside
                           Director Incentive Compensation Plan, is incorporated
                           herein by reference to Appendix A attached to the
                           Company's definitive proxy materials with respect to
                           its 2000 Annual Meeting of Shareholders, filed with
                           the Commission on March 30, 2000.
                  *5       Opinion of Norris, McLaughlin & Marcus, P.C.
                  *23(a)   Consent of Deloitte & Touche, LLP
                   23(b)   Consent of Norris, McLaughlin & Marcus P.C.
                           (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; 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

                                       9
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.

                                       10
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 June, 2000.
                      INTERCHANGE FINANCIAL SERVICES CORPORATION

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

     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 Registrant 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  1993,  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              June 22, 2000
Anthony D. Andora               and Director

/s/ Anthony S. Abbate           President, Chief Executive         June 22, 2000
_________________________       Officer and Director
Anthony S. Abbate

/s/ Anthony Labozzetta          Executive Vice President           June 22, 2000
_________________________       and Chief Financial Officer
Anthony Labozzetta

/s/ Donald L. Correll           Director                           June 22, 2000
_________________________
Donald L. Correll

/s/ Anthony R. Coscia           Director                           June 22, 2000
_________________________
Anthony R. Coscia

/s/ John J. Eccleston           Director                           June 22, 2000
__________________________
John J. Eccleston

/s/ David R. Ficca              Director                           June 22, 2000
__________________________
David R. Ficca

                                       11
/s/ James E. Healey             Director                           June 22, 2000
__________________________
James E. Healey

/s/ Nicholas R. Marcalus        Director                           June 22, 2000
__________________________
Nicholas R. Marcalus

/s/ Eleanore S. Nissley         Director                           June 22, 2000
__________________________
Eleanore S. Nissley

/s/ Jeremiah F. O'Connor        Director                           June 22, 2000
__________________________
Jeremiah F. O'Connor

/s/ Robert P. Rittereiser       Director                           June 22, 2000
__________________________
Robert P. Rittereiser

/s/ Benjamin Rosenzweig         Director                           June 22, 2000
__________________________
Benjamin Rosenzweig

                                       12