-------------------------------------------------------------------------------
      As filed with the Securities and Exchange Commission on April 21, 2006

                                            Registration Statement No. [      ]

                       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 of Incorporation)         (I.R.S. Employer Identification No.)
                            Park 80 West / Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-2265
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                      2005 OMNIBUS STOCK AND INCENTIVE PLAN
                 FOR INTERCHANGE FINANCIAL SERVICES CORPORATION
                            (Full Title of the Plan)
                            ------------------------

                                Charles T. Field
                Senior Vice President and Chief Financial Officer
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                            Park 80 West / Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-2265
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  With copy 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

<Table>
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                                            Proposed
                                           Amount            Maximum       Proposed Maximum
          Title of Securities              to be         Offering Price   Aggregate Offering      Amount of
           to be Registered            Registered(1)      Per Share (2)        Price (3)         Registration
                                                                                                     Fees
------------------------------------- ----------------- ---------------- -------------------- -----------------
                                      <C>               <C>              <C>                  <C>
 Common Stock, no par value per share  1,500,000 shares      $22.29          $33,435,000           $3,578.00

------------------------------------- ----------------- ---------------- -------------------- -----------------
</Table>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Based upon the last reported  sale price on The Nasdaq Stock  Market,  Inc.
     National Market System on April 19, 2006.

(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
     1,500,000,  the number of shares registered by this Registration Statement,
     by $22.29 per share,  the last  reported  sale  price on The Nasdaq  Stock
     Market, Inc. National Market System on April 19, 2006.

<PAGE>

                                TABLE OF CONTENTS



Item 1.  Plan Information...................................................I-1

Item 2.  Registrant Information and Employee Plan Annual Information........I-1

Item 3.  Incorporation of Documents by Reference...........................II-1

Item 4.  Description of Securities.........................................II-1

Item 5.  Interests of Named Experts and Counsel............................II-1

Item 6.  Indemnification of Directors and Officers.........................II-1

Item 7.  Exemption from Registration Claimed...............................II-2

Item 8.  Exhibits .........................................................II-2

Item 9.  Undertakings......................................................II-2





<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

              Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Plan Annual Information

              Not required to be filed with the Commission.

              Note: The document containing the information specified in this
Part I will be sent or given to employees as specified by Rule  428(b)(1).  Such
document  need  not be  filed  with  the  Commission  either  as  part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
registration  statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").





                                      I-1

<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  Annual Report on Form 10-K for the year ended  December
          31, 2005;

     (b)  All other reports  filed after  December 31, 2005 by the Company under
          Sections  13(a) or 15(d) of the  Securities  Exchange Act of 1934,  as
          amended (the "Exchange Act").

     (c)  The description of the Company's Common Stock, no par value, set forth
          in the Company's  Registration  Statement on Form 8-A (SEC File No,
          000-15601), filed with the Commission on January 16, 2001, and any
          amendments thereto.

     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 Exchange Act,
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) 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 By-Laws  provide  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,

                                      II-1

<PAGE>

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
extent  permitted by law.  The By-Laws also provide that costs in defending  any
action,  suit or  proceeding  referred  to above may be paid by the  Company  in
advance of the final disposition thereof under certain circumstances.

Item 7.   Exemption from Registration Claimed

          Not Applicable

Item 8.   Exhibits

             4(a)   2005  Omnibus  Stock  and  Incentive  Plan  for  Interchange
                    Financial  Services  Corporation,  incorporated  herein   by
                    reference to Appendix A attached to the Company's definitive
                    proxy  statement  with respect to its 2005 Annual Meeting of
                    Shareholders, filed with the Commission on March 30, 2005.

            *5      Opinion of Norris, McLaughlin & Marcus, P.A.
            *23(a)  Consent of Deloitte & Touche LLP
             23(b)  Consent of Norris, McLaughlin & Marcus, P.A. (included in
                    Exhibit 5)
             24     Power of Attorney (included on signature page)
          _____________________________________________________________________
               *Filed herewith

Item 9.    Undertakings


         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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement.

               (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 (a)1(i) and (a)(1)(ii) of
                    this section do not apply if the  registration  statement is
                    on Form  S-3,  Form  S-8 or Form  F-3,  and the  information
                    required  to be included in a  post-effective  amendment  by
                    those paragraphs is contained in periodic reports filed with
                    or furnished to the Commission by the registrant pursuant to
                    section 13 or section 15(d) of the  Securities  Exchange Act
                    of  1934  that  are   incorporated   by   reference  in  the
                    registration statement.

                                      II-2

<PAGE>


                    Provided  further,  however,  that paragraphs  (a)(1)(i) and
                    (a)(1)(ii) do not apply if the registration statement is for
                    an offering  of  asset-backed  securities  on Form S-1 (Rule
                    239.11 of this  chapter)  or Form S-3  (Rule  239.13 of this
                    chapter),  and the information  required to be included in a
                    post-effective   amendment  is  provided  pursuant  to  Item
                    1100(c) of Regulation AB.

          2.   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.

          3.   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.

          4.   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.

          5.   The undersigned  Registrant hereby undertakes to deliver or cause
               to be delivered with the  prospectus,  to each person to whom the
               prospectus is sent or given, the latest annual report to security
               holders that is  incorporated  by reference in the prospectus and
               furnished  pursuant to and meeting the requirements of Rule 14a-3
               or Rule 14c-3 under the  Securities  Exchange  Act of 1934;  and,
               where interim financial  information  required to be presented by
               Article 3 of regulation S-X are not set forth in the  prospectus,
               to deliver,  or cause to be  delivered to each person to whom the
               prospectus is sent or given,  the latest quarterly report that is
               specifically  incorporated  by  reference  in the  prospectus  to
               provide such interim financial information.

          6.   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.

                                      II-3

<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 Borough of Saddle River, State of New Jersey on the 21st day
of April, 2006.


                                             INTERCHANGE FINANCIAL SERVICES
                                             CORPORATION


                                             By: /s/ Charles T. Field
                                                 ___________________________
                                                 Charles T. Field
                                                 Senior Vice President and Chief
                                                 Financial Officer


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes  and  appoints   Charles  T.  Field   his  true  and  lawful
attorney-in-fact,  with  full  power of  substitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto 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  that said  attorney-in-fact,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated below.
<Table>
------------------------------------- ----------------------------------- -----------------------------------

                Name                        Position with Company                        Date
------------------------------------- ----------------------------------- -----------------------------------
<C>                                   <C>                                 <C>
/s/ Anthony S. Abbate                    President and Chief Executive
________________________
Anthony S. Abbate                                  Officer                         April 21, 2006
                                        (Principal Executive Officer)
------------------------------------- ----------------------------------- -----------------------------------

/s/ Charles T. Field                      Chief Financial Officer
________________________
Charles T. Field                       (Principal Financial Officer and            April 21, 2006
                                        Principal Accounting Officer)
------------------------------------- ----------------------------------- -----------------------------------

/s/ Anthony D. Andora                      Chairman of the Board
________________________
Anthony D. Andora                                and Director                      April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Gerald A. Calabrese, Jr.
________________________
Gerald A. Calabrese, Jr.                           Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Donald L. Correll
________________________
Donald L. Correll                                  Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------
</Table>
                                      II-4

<PAGE>

<Table>
<C>                                   <C>                                 <C>
/s/ Anthony R. Coscia
________________________
Anthony R. Coscia                                  Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ John J. Eccleston
________________________
John J. Eccleston                                  Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ David R. Ficca
________________________
David R. Ficca                                     Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ James E. Healey
________________________
James E. Healey                                    Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Nicholas R. Marcalus
________________________
Nicholas R. Marcalus                               Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Eleanore S. Nissley
________________________
Eleanore S. Nissley                                Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Jeremiah F. O'Connor
________________________
Jeremiah F. O'Connor                               Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Robert P. Rittereiser
________________________
Robert P. Rittereiser                              Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ John A. Schepisi
________________________
John A. Schepisi                                   Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ William Schuber
________________________
William Schuber                                    Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------
</Table>

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "s82005osip.txt", "description": "S-8 FOR 2005 OMNIBUS STOCK PLAN", "secsgml_size_bytes": 25758}]
{"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": "333-133451", "film-number": "06771508"}, "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 April 21, 2006

                                            Registration Statement No. [      ]

                       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 of Incorporation)         (I.R.S. Employer Identification No.)
                            Park 80 West / Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-2265
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                      2005 OMNIBUS STOCK AND INCENTIVE PLAN
                 FOR INTERCHANGE FINANCIAL SERVICES CORPORATION
                            (Full Title of the Plan)
                            ------------------------

                                Charles T. Field
                Senior Vice President and Chief Financial Officer
                   INTERCHANGE FINANCIAL SERVICES CORPORATION
                            Park 80 West / Plaza Two
                         Saddle Brook, New Jersey 07663
                                 (201) 703-2265
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  With copy 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
                                           Amount            Maximum       Proposed Maximum
          Title of Securities              to be         Offering Price   Aggregate Offering      Amount of
           to be Registered            Registered(1)      Per Share (2)        Price (3)         Registration
                                                                                                     Fees
------------------------------------- ----------------- ---------------- -------------------- -----------------
Common Stock, no par value per share  1,500,000 shares      $22.29          $33,435,000           $3,578.00

------------------------------------- ----------------- ---------------- -------------------- -----------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Based upon the last reported  sale price on The Nasdaq Stock  Market,  Inc.
     National Market System on April 19, 2006.

(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
     1,500,000,  the number of shares registered by this Registration Statement,
     by $22.29 per share,  the last  reported  sale  price on The Nasdaq  Stock
     Market, Inc. National Market System on April 19, 2006.
TABLE OF CONTENTS

Item 1.  Plan Information...................................................I-1

Item 2.  Registrant Information and Employee Plan Annual Information........I-1

Item 3.  Incorporation of Documents by Reference...........................II-1

Item 4.  Description of Securities.........................................II-1

Item 5.  Interests of Named Experts and Counsel............................II-1

Item 6.  Indemnification of Directors and Officers.........................II-1

Item 7.  Exemption from Registration Claimed...............................II-2

Item 8.  Exhibits .........................................................II-2

Item 9.  Undertakings......................................................II-2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

              Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Plan Annual Information

              Not required to be filed with the Commission.

              Note: The document containing the information specified in this
Part I will be sent or given to employees as specified by Rule  428(b)(1).  Such
document  need  not be  filed  with  the  Commission  either  as  part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
registration  statement  pursuant  to  Item 3 of Part  II of  this  form,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                                      I-1
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  Annual Report on Form 10-K for the year ended  December
          31, 2005;

     (b)  All other reports  filed after  December 31, 2005 by the Company under
          Sections  13(a) or 15(d) of the  Securities  Exchange Act of 1934,  as
          amended (the "Exchange Act").

     (c)  The description of the Company's Common Stock, no par value, set forth
          in the Company's  Registration  Statement on Form 8-A (SEC File No,
          000-15601), filed with the Commission on January 16, 2001, and any
          amendments thereto.

     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 Exchange Act,
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) 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 By-Laws  provide  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,

                                      II-1
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
extent  permitted by law.  The By-Laws also provide that costs in defending  any
action,  suit or  proceeding  referred  to above may be paid by the  Company  in
advance of the final disposition thereof under certain circumstances.

Item 7.   Exemption from Registration Claimed

          Not Applicable

Item 8.   Exhibits

             4(a)   2005  Omnibus  Stock  and  Incentive  Plan  for  Interchange
                    Financial  Services  Corporation,  incorporated  herein   by
                    reference to Appendix A attached to the Company's definitive
                    proxy  statement  with respect to its 2005 Annual Meeting of
                    Shareholders, filed with the Commission on March 30, 2005.

            *5      Opinion of Norris, McLaughlin & Marcus, P.A.
            *23(a)  Consent of Deloitte & Touche LLP
             23(b)  Consent of Norris, McLaughlin & Marcus, P.A. (included in
                    Exhibit 5)
             24     Power of Attorney (included on signature page)
          _____________________________________________________________________
               *Filed herewith

Item 9.    Undertakings

         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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement.

               (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 (a)1(i) and (a)(1)(ii) of
                    this section do not apply if the  registration  statement is
                    on Form  S-3,  Form  S-8 or Form  F-3,  and the  information
                    required  to be included in a  post-effective  amendment  by
                    those paragraphs is contained in periodic reports filed with
                    or furnished to the Commission by the registrant pursuant to
                    section 13 or section 15(d) of the  Securities  Exchange Act
                    of  1934  that  are   incorporated   by   reference  in  the
                    registration statement.

                                      II-2
Provided  further,  however,  that paragraphs  (a)(1)(i) and
                    (a)(1)(ii) do not apply if the registration statement is for
                    an offering  of  asset-backed  securities  on Form S-1 (Rule
                    239.11 of this  chapter)  or Form S-3  (Rule  239.13 of this
                    chapter),  and the information  required to be included in a
                    post-effective   amendment  is  provided  pursuant  to  Item
                    1100(c) of Regulation AB.

          2.   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.

          3.   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.

          4.   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.

          5.   The undersigned  Registrant hereby undertakes to deliver or cause
               to be delivered with the  prospectus,  to each person to whom the
               prospectus is sent or given, the latest annual report to security
               holders that is  incorporated  by reference in the prospectus and
               furnished  pursuant to and meeting the requirements of Rule 14a-3
               or Rule 14c-3 under the  Securities  Exchange  Act of 1934;  and,
               where interim financial  information  required to be presented by
               Article 3 of regulation S-X are not set forth in the  prospectus,
               to deliver,  or cause to be  delivered to each person to whom the
               prospectus is sent or given,  the latest quarterly report that is
               specifically  incorporated  by  reference  in the  prospectus  to
               provide such interim financial information.

          6.   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.

                                      II-3
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 Borough of Saddle River, State of New Jersey on the 21st day
of April, 2006.

                                             INTERCHANGE FINANCIAL SERVICES
                                             CORPORATION

                                             By: /s/ Charles T. Field
                                                 ___________________________
                                                 Charles T. Field
                                                 Senior Vice President and Chief
                                                 Financial Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes  and  appoints   Charles  T.  Field   his  true  and  lawful
attorney-in-fact,  with  full  power of  substitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto 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  that said  attorney-in-fact,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated below.

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

                Name                        Position with Company                        Date
------------------------------------- ----------------------------------- -----------------------------------
/s/ Anthony S. Abbate                    President and Chief Executive
________________________
Anthony S. Abbate                                  Officer                         April 21, 2006
                                        (Principal Executive Officer)
------------------------------------- ----------------------------------- -----------------------------------

/s/ Charles T. Field                      Chief Financial Officer
________________________
Charles T. Field                       (Principal Financial Officer and            April 21, 2006
                                        Principal Accounting Officer)
------------------------------------- ----------------------------------- -----------------------------------

/s/ Anthony D. Andora                      Chairman of the Board
________________________
Anthony D. Andora                                and Director                      April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Gerald A. Calabrese, Jr.
________________________
Gerald A. Calabrese, Jr.                           Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Donald L. Correll
________________________
Donald L. Correll                                  Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------
II-4
/s/ Anthony R. Coscia
________________________
Anthony R. Coscia                                  Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ John J. Eccleston
________________________
John J. Eccleston                                  Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ David R. Ficca
________________________
David R. Ficca                                     Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ James E. Healey
________________________
James E. Healey                                    Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Nicholas R. Marcalus
________________________
Nicholas R. Marcalus                               Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Eleanore S. Nissley
________________________
Eleanore S. Nissley                                Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Jeremiah F. O'Connor
________________________
Jeremiah F. O'Connor                               Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ Robert P. Rittereiser
________________________
Robert P. Rittereiser                              Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ John A. Schepisi
________________________
John A. Schepisi                                   Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------

/s/ William Schuber
________________________
William Schuber                                    Director                        April 21, 2006
------------------------------------- ----------------------------------- -----------------------------------
II-5