Registration No. 333-_________


  As filed with the Securities and Exchange Commission on March 24, 2010

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ___________________

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


                            Oritani Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)




            Federal                                     22-3617966
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                370 Pascack Road
                    Township of Washington, New Jersey 07676
                    (Address of Principal Executive Offices)

        Oritani Bank Employees' Savings & Profit Sharing Plan and Trust
                            (Full Title of the Plan)



                                   Copies to:


          Mr. Kevin J. Lynch                        Marc P. Levy, Esquire
   Chairman of the Board,President and       Luse Gorman Pomerenk & Schick, P.C.
       Chief Executive Officer              5335 Wisconsin Ave., N.W., Suite 780
       Oritani Financial Corp.                  Washington, DC 20015-2035
         370 Pascack Road                           (202) 274-2000
Township of Washington, New Jersey 07676
        (201) 664-5400
(Name, Address and Telephone Number of
     Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended. (Check one):

Large accelerated filer []  Accelerated filer  [x]   Non-accelerated filer []
Smaller reporting company  []

                  (Do not check if a smaller reporting company)
                            --------------------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x]


<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                  <C>                       <C>
Participation Interests             (1)                  __                     __                     (2)
--------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the employee benefit plan described herein.
(2)      Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

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

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.


                                       2
<PAGE>


PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests  in the Oritani  Bank  Employees'  Savings &
Profit Sharing Plan and Trust (the "Plan"). Documents containing the information
required by Part I of the  Registration  Statement  have been or will be sent or
given to  participants  in the Plan, as specified Rule 428(b)(1)  promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Company's Prospectus (Commission File No. 333-137309) filed with the
Commission  on November 22, 2006  pursuant to Rule  424(b)(3) of the  Securities
Act;

     b) The  Company's  Annual  Report on Form 10-K for the year  ended June 30,
2009 (File No.  001-33223),  filed with the  Commission  on September  11, 2009,
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;

     c) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended,  since the end of the
year covered by the Annual Report on Form 10-K referred to in (a) above;  and

     d)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed with the  Commission  on December 22,
2006, as amended on December 22, 2006 and January 22, 2007 (File No. 001-33223).

     e) The  Company's  Form 11-K for the Plan for the year ended  December  31,
2008 (File No. 001-33223) filed with the Commission on July 10, 2009 pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended.

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

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.


                                       3
<page>


Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article VI of the Bylaws of the Company set forth circumstances under which
directors,  officers,  employees  and  agents of the  Company  may be insured or
indemnified against liability which they incur in their capacities as such.

                           ARTICLE VI. INDEMNIFICATION

     The Company  shall  indemnify  its  directors,  officer,  and  employees in
accordance with the following requirements:

     (a) Definitions and rules of construction.

          (1) Definitions for purposes of this Article

               (i)   Action.   The  term   "action"   means  any   judicial   or
          administrative  proceeding,  or threatened proceeding,  whether civil,
          criminal,  or otherwise,  including any appeal or other proceeding for
          review;

               (ii) Court. The term "court" includes,  without  limitation,  any
          court to which or in which any  appeal  or  proceeding  for  review is
          brought.

               (iii) Final judgment. The term "final judgment" means a judgment,
          decree, or order which is not appealable or as to which the period for
          appeal has expired with no appeal taken.

               (iv)  Settlement.  The  term  "settlement"  includes  entry  of a
          judgment  by  consent  or  confession  or a plea  of  guilty  or  nolo
          contendere.

               (2) References in this Article to any individual or other person,
          including  any savings  bank,  shall  include  legal  representatives,
          successors, and assigns thereof.

     (b) General. Subject to paragraphs (c) and (f) of this Article, the Company
shall  indemnify  any person  against  whom an action is  brought or  threatened
because that person is or was a director,  officer,  or employee of the Company,
for:

          (1) Any amount for which that person  becomes  liable under a judgment
     in such action; and

          (2) Reasonable  costs and expenses,  including  reasonable  attorney's
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this Article if he or
     she attains a favorable judgment in such enforcement action.

          (c)  Requirements.  Indemnification  shall  be  made to  person  under
     paragraph (b) of this Article only if:

                  (1)      Final judgment on the merits is in his or her favor;

                                       4
<page>

                  (2)      In case of:

                         (i) Settlement,

                         (ii) Final judgment against him or her, or

                        (iii) Final judgment in his or her favor,  other than on
the  merits,  if a  majority  of the  disinterested  directors  of  the  Company
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could  reasonably  have  perceived it under
the  circumstances  and for a purpose he or she could  reasonably  have believed
under the circumstances was in the best interests of the Company or its members.

     However,  no  indemnification  shall be made unless the  Company  gives the
Office at least 60 days' notice of its  intention to make such  indemnification.
Such notice  shall state the facts on which the action  arose,  the terms of any
settlement,  and any disposition of the action by a court.  Such notice,  a copy
thereof,  and a  certified  copy  of  the  resolution  containing  the  required
determination by the board of directors shall be sent to the District  Director,
who shall promptly acknowledge receipt thereof. The notice period shall run from
the date of such receipt. No such indemnification  shall be made if the Director
of the Office advises the Company in writing,  within such notice period, of his
or her objection thereto.

     (d)  Insurance.  The Company  shall obtain  insurance to protect it and its
directors,  officers,  and employees from  potential  losses arising from claims
against any of them for alleged  wrongful acts, or wrongful  acts,  committed in
their capacity as directors,  officers, or employees. The Company may not obtain
insurance  which  provides  for  payment of losses of any person  incurred  as a
consequence of his or her willful or criminal misconduct.

     (e)  Payment of  expenses.  If a majority of the  directors  of the Company
conclude that, in connection  with an action,  any person  ultimately may become
entitled to  indemnification  under this  Article,  the  directors may authorize
payment of reasonable costs and expenses,  including reasonable attorneys' fees,
arising from the defense or settlement of such action. Nothing in this paragraph
(e) shall prevent the directors of the Company from imposing such  conditions on
a  payment  of  expenses  as they deem  warranted  and in the  interests  of the
Company. Before making advance payment of expenses under this paragraph (e), the
Company shall obtain an agreement  that the Company will be repaid if the person
on whose behalf  payment is made is later  determined not to be entitled to such
indemnification.

     (f) Exclusiveness of provisions. The indemnification of any person referred
to in paragraph (b) shall be governed  solely by these bylaws as provided for in
12 C.F.R.  ss.545.121(b)  and the  obtaining  of  insurance  as  referred  to in
paragraph (d) shall be governed by paragraph (d) of 12 C.F.R. ss.545.121.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ---------------------------
<S>      <C>      <C>                                                        <C>
         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Independent Registered Public Accounting Firm      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page

         99       Prospectus Supplement                                         **

</TABLE>


                                       5
<page>

-------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-137309)  filed by the Company under the  Securities
     Act with the  Commission  on September  14,  2006,  and all  amendments  or
     reports filed for the purpose of updating such description.

**   Incorporated by reference to the Pre-effective  Amendment No. 1 to the Form
     S-1  (Commission  File No.  333-137309)  filed  by the  Company  under  the
     Securities Act with the Commission on October 27, 2006.

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 to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     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
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
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; and

     5. 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  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.

                                       6

<PAGE>
                                   SIGNATURES

     The Registrant. 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Township of Washington, State of
New Jersey, on this 24th day of March, 2010.

                                           ORITANI FINANCIAL CORP.

                                       By: /s/ Kevin J. Lynch
                                           Kevin J. Lynch
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oritani Financial Corp. (the
"Company")  hereby severally  constitute and appoint Kevin J. Lynch, as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below  which said Kevin J.  Lynch may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration of participation interests under
the Oritani Bank Employees'  Savings & Profit Sharing Plan and Trust,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve, ratify and confirm all that said Kevin J. Lynch shall do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>

<S>                                       <C>                                         <C>
Signatures                                  Title                                       Date
----------                                  -----                                       ----

/s/ Kevin J. Lynch                          Chairman, President and                     March 24, 2010
------------------------------------                                                    ------------------
Kevin J. Lynch                              Chief Executive Officer
                                            (Principal Executive Officer)

/s/ John M. Fields, Jr.                     Executive Vice President and                March 24, 2010
------------------------------------                                                    ------------------
John M. Fields, Jr.                         Chief Financial Officer
                                            (Principal Financial and Accounting
                                             Officer)

/s/ Michael A. DeBernardi                   Director, Executive Vice President          March 24, 2010
------------------------------------                                                    ------------------
Michael A. DeBernardi                       and Chief Operating Officer

/s/ Nicholas Antonaccio                     Director                                    March 24, 2010
------------------------------------                                                    ------------------
Nicholas Antonaccio

/s/ James J. Doyle, Jr.                     Director                                    March 24, 2010
------------------------------------                                                    ------------------
James J. Doyle, Jr.

/s/ Robert S. Hekemian, Jr.                 Director                                    March 24, 2010
------------------------------------                                                    ------------------
Robert S. Hekemian, Jr.

/s/ John J. Skelly, Jr.                     Director                                    March 24, 2010
------------------------------------                                                    ------------------
John J. Skelly, Jr.
</TABLE>

<PAGE>


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Township of Washington,  State of New Jersey,  on this
24th day of March 2010.


                                        Oritani Bank Employees' Savings & Profit
                                        Sharing Plan and Trust



                                        By: /s/ John M. Fields
                                        Name:  John M. Fields
                                        Title: Trustee

<PAGE>



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

<S>                               <C>                                <C>
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------

         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Independent Registered Public Accounting Firm      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page

         99       Prospectus Supplement                                         **
</TABLE>
----------------------

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-137309)  originally  filed by the Company under the
     Securities  Act  with  the  Commission  on  September  14,  2006,  and  all
     amendments or reports filed for the purpose of updating such description.

**   Incorporated by reference to the Pre-effective  Amendment No. 1 to the Form
     S-1  (Commission  File No.  333-137309)  filed  by the  Company  under  the
     Securities Act with the Commission on October 27, 2006.

<PAGE>






                                    Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC


<PAGE>


                          LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 780
                             WASHINGTON, D.C. 20015
                                -----------------
                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                       WRITER'S EMAIL
(202) 274-2000


March 24, 2010

Board of Directors
Oritani Financial Corp.
370 Pascack Road
Township of Washington, New Jersey 07676

      Re:  Oritani Bank Employees' Savings & Profit Sharing Plan and Trust
           Registration  Statement on Form S-8
           ---------------------------------------------------------------

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the registration of participation  interests in the Oritani Bank
Employees' Savings & Profit Sharing Plan and Trust (the "Plan").

     In rendering the opinion  expressed herein, we have reviewed the Charter of
Oritani  Financial Corp. (the "Company"),  the Plan, the Company's  Registration
Statement  on Form S-8 (the "Form  S-8"),  as well as  applicable  statutes  and
regulations  governing the Company.  We have assumed the authenticity,  accuracy
and  completeness  of all  documents in  connection  with the opinion  expressed
herein.  We  have  also  assumed  the  legal  capacity  and  genuineness  of the
signatures  of  persons  signing  all  documents  in  connection  with which the
opinions expressed herein are rendered.

     Based on the foregoing, we are of the following opinion:

     Upon the effectiveness of the Form S-8 and in accordance with the Plan, the
participation  interests  in the Plan will be  legally  issued,  fully  paid and
non-assessable and the shares of common stock, par value $0.01 per share, of the
Company  that may be  purchased  by the Plan  will,  upon  purchase,  be legally
issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.



                                               Very truly yours,



                                               /s/ LUSE GORMAN POMERENK & SCHICK
                                               LUSE GORMAN POMERENK & SCHICK
                                               A Professional Corporation


<PAGE>







                                  Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





<page>

                                    KPMG LLP
                            New Jersey Headquarters
                          150 John F. Kennedy Highway
                             Short Hills, NJ 07078


           Consent of Independent Registered Public Accounting Firm


The Board of Directors
Oritani Financial Corp. and subsidiaries:


We consent to the use of our reports  dated  September  11, 2009 with respect to
the consolidated  balance sheets of Oritani  Financial Corp. and subsidiaries as
of June 30, 2009 and 2008 and the  related  consolidated  statements  of income,
changes  in  stockholders'  equity,  and cash flows for each of the years in the
three-year  period ended June 30, 2009 and the effectiveness of internal control
over financial reporting as of June 30, 2009 incorporated by reference herein

                                                /s/ KPMG LLP


March 24, 2010
[{"type": "S-8", "sequence": "1", "filename": "forms8_32410.txt", "description": "FORM S-8", "secsgml_size_bytes": 28516}]
{"company-data": {"conformed-name": "Oritani Financial Corp.", "cik": "0001374756", "assigned-sic": "6022", "irs-number": "223617996", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-165671", "film-number": "10702317"}, "business-address": {"street1": "370 PASCACK ROAD", "city": "TOWNSHIP OF WASHINGTON", "state": "NJ", "zip": "07676", "phone": "(201) 664-5400"}, "mail-address": {"street1": "370 PASCACK ROAD", "city": "TOWNSHIP OF WASHINGTON", "state": "NJ", "zip": "07676"}}
Registration No. 333-_________

  As filed with the Securities and Exchange Commission on March 24, 2010

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ___________________

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

                            Oritani Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                     22-3617966
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                370 Pascack Road
                    Township of Washington, New Jersey 07676
                    (Address of Principal Executive Offices)

        Oritani Bank Employees' Savings & Profit Sharing Plan and Trust
                            (Full Title of the Plan)

                                   Copies to:

          Mr. Kevin J. Lynch                        Marc P. Levy, Esquire
   Chairman of the Board,President and       Luse Gorman Pomerenk & Schick, P.C.
       Chief Executive Officer              5335 Wisconsin Ave., N.W., Suite 780
       Oritani Financial Corp.                  Washington, DC 20015-2035
         370 Pascack Road                           (202) 274-2000
Township of Washington, New Jersey 07676
        (201) 664-5400
(Name, Address and Telephone Number of
     Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended. (Check one):

Large accelerated filer []  Accelerated filer  [x]   Non-accelerated filer []
Smaller reporting company  []

                  (Do not check if a smaller reporting company)
                            --------------------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x]
CALCULATION OF REGISTRATION FEE

====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Participation Interests             (1)                  __                     __                     (2)
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the employee benefit plan described herein.
(2)      Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

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

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

                                       2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests  in the Oritani  Bank  Employees'  Savings &
Profit Sharing Plan and Trust (the "Plan"). Documents containing the information
required by Part I of the  Registration  Statement  have been or will be sent or
given to  participants  in the Plan, as specified Rule 428(b)(1)  promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Company's Prospectus (Commission File No. 333-137309) filed with the
Commission  on November 22, 2006  pursuant to Rule  424(b)(3) of the  Securities
Act;

     b) The  Company's  Annual  Report on Form 10-K for the year  ended June 30,
2009 (File No.  001-33223),  filed with the  Commission  on September  11, 2009,
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;

     c) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended,  since the end of the
year covered by the Annual Report on Form 10-K referred to in (a) above;  and

     d)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed with the  Commission  on December 22,
2006, as amended on December 22, 2006 and January 22, 2007 (File No. 001-33223).

     e) The  Company's  Form 11-K for the Plan for the year ended  December  31,
2008 (File No. 001-33223) filed with the Commission on July 10, 2009 pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended.

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

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

                                       3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article VI of the Bylaws of the Company set forth circumstances under which
directors,  officers,  employees  and  agents of the  Company  may be insured or
indemnified against liability which they incur in their capacities as such.

                           ARTICLE VI. INDEMNIFICATION

     The Company  shall  indemnify  its  directors,  officer,  and  employees in
accordance with the following requirements:

     (a) Definitions and rules of construction.

          (1) Definitions for purposes of this Article

               (i)   Action.   The  term   "action"   means  any   judicial   or
          administrative  proceeding,  or threatened proceeding,  whether civil,
          criminal,  or otherwise,  including any appeal or other proceeding for
          review;

               (ii) Court. The term "court" includes,  without  limitation,  any
          court to which or in which any  appeal  or  proceeding  for  review is
          brought.

               (iii) Final judgment. The term "final judgment" means a judgment,
          decree, or order which is not appealable or as to which the period for
          appeal has expired with no appeal taken.

               (iv)  Settlement.  The  term  "settlement"  includes  entry  of a
          judgment  by  consent  or  confession  or a plea  of  guilty  or  nolo
          contendere.

               (2) References in this Article to any individual or other person,
          including  any savings  bank,  shall  include  legal  representatives,
          successors, and assigns thereof.

     (b) General. Subject to paragraphs (c) and (f) of this Article, the Company
shall  indemnify  any person  against  whom an action is  brought or  threatened
because that person is or was a director,  officer,  or employee of the Company,
for:

          (1) Any amount for which that person  becomes  liable under a judgment
     in such action; and

          (2) Reasonable  costs and expenses,  including  reasonable  attorney's
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this Article if he or
     she attains a favorable judgment in such enforcement action.

          (c)  Requirements.  Indemnification  shall  be  made to  person  under
     paragraph (b) of this Article only if:

                  (1)      Final judgment on the merits is in his or her favor;

                                       4
(2)      In case of:

                         (i) Settlement,

                         (ii) Final judgment against him or her, or

                        (iii) Final judgment in his or her favor,  other than on
the  merits,  if a  majority  of the  disinterested  directors  of  the  Company
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could  reasonably  have  perceived it under
the  circumstances  and for a purpose he or she could  reasonably  have believed
under the circumstances was in the best interests of the Company or its members.

     However,  no  indemnification  shall be made unless the  Company  gives the
Office at least 60 days' notice of its  intention to make such  indemnification.
Such notice  shall state the facts on which the action  arose,  the terms of any
settlement,  and any disposition of the action by a court.  Such notice,  a copy
thereof,  and a  certified  copy  of  the  resolution  containing  the  required
determination by the board of directors shall be sent to the District  Director,
who shall promptly acknowledge receipt thereof. The notice period shall run from
the date of such receipt. No such indemnification  shall be made if the Director
of the Office advises the Company in writing,  within such notice period, of his
or her objection thereto.

     (d)  Insurance.  The Company  shall obtain  insurance to protect it and its
directors,  officers,  and employees from  potential  losses arising from claims
against any of them for alleged  wrongful acts, or wrongful  acts,  committed in
their capacity as directors,  officers, or employees. The Company may not obtain
insurance  which  provides  for  payment of losses of any person  incurred  as a
consequence of his or her willful or criminal misconduct.

     (e)  Payment of  expenses.  If a majority of the  directors  of the Company
conclude that, in connection  with an action,  any person  ultimately may become
entitled to  indemnification  under this  Article,  the  directors may authorize
payment of reasonable costs and expenses,  including reasonable attorneys' fees,
arising from the defense or settlement of such action. Nothing in this paragraph
(e) shall prevent the directors of the Company from imposing such  conditions on
a  payment  of  expenses  as they deem  warranted  and in the  interests  of the
Company. Before making advance payment of expenses under this paragraph (e), the
Company shall obtain an agreement  that the Company will be repaid if the person
on whose behalf  payment is made is later  determined not to be entitled to such
indemnification.

     (f) Exclusiveness of provisions. The indemnification of any person referred
to in paragraph (b) shall be governed  solely by these bylaws as provided for in
12 C.F.R.  ss.545.121(b)  and the  obtaining  of  insurance  as  referred  to in
paragraph (d) shall be governed by paragraph (d) of 12 C.F.R. ss.545.121.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ---------------------------
4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Independent Registered Public Accounting Firm      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page

         99       Prospectus Supplement                                         **
5
-------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-137309)  filed by the Company under the  Securities
     Act with the  Commission  on September  14,  2006,  and all  amendments  or
     reports filed for the purpose of updating such description.

**   Incorporated by reference to the Pre-effective  Amendment No. 1 to the Form
     S-1  (Commission  File No.  333-137309)  filed  by the  Company  under  the
     Securities Act with the Commission on October 27, 2006.

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 to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     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
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
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; and

     5. 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  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.

                                       6
SIGNATURES

     The Registrant. 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the Township of Washington, State of
New Jersey, on this 24th day of March, 2010.

                                           ORITANI FINANCIAL CORP.

                                       By: /s/ Kevin J. Lynch
                                           Kevin J. Lynch
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oritani Financial Corp. (the
"Company")  hereby severally  constitute and appoint Kevin J. Lynch, as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below  which said Kevin J.  Lynch may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration of participation interests under
the Oritani Bank Employees'  Savings & Profit Sharing Plan and Trust,  including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve, ratify and confirm all that said Kevin J. Lynch shall do or cause to be
done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
Signatures                                  Title                                       Date
----------                                  -----                                       ----

/s/ Kevin J. Lynch                          Chairman, President and                     March 24, 2010
------------------------------------                                                    ------------------
Kevin J. Lynch                              Chief Executive Officer
                                            (Principal Executive Officer)

/s/ John M. Fields, Jr.                     Executive Vice President and                March 24, 2010
------------------------------------                                                    ------------------
John M. Fields, Jr.                         Chief Financial Officer
                                            (Principal Financial and Accounting
                                             Officer)

/s/ Michael A. DeBernardi                   Director, Executive Vice President          March 24, 2010
------------------------------------                                                    ------------------
Michael A. DeBernardi                       and Chief Operating Officer

/s/ Nicholas Antonaccio                     Director                                    March 24, 2010
------------------------------------                                                    ------------------
Nicholas Antonaccio

/s/ James J. Doyle, Jr.                     Director                                    March 24, 2010
------------------------------------                                                    ------------------
James J. Doyle, Jr.

/s/ Robert S. Hekemian, Jr.                 Director                                    March 24, 2010
------------------------------------                                                    ------------------
Robert S. Hekemian, Jr.

/s/ John J. Skelly, Jr.                     Director                                    March 24, 2010
------------------------------------                                                    ------------------
John J. Skelly, Jr.
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Township of Washington,  State of New Jersey,  on this
24th day of March 2010.

                                        Oritani Bank Employees' Savings & Profit
                                        Sharing Plan and Trust

                                        By: /s/ John M. Fields
                                        Name:  John M. Fields
                                        Title: Trustee
EXHIBIT INDEX
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------

         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Independent Registered Public Accounting Firm      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page

         99       Prospectus Supplement                                         **
----------------------

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-137309)  originally  filed by the Company under the
     Securities  Act  with  the  Commission  on  September  14,  2006,  and  all
     amendments or reports filed for the purpose of updating such description.

**   Incorporated by reference to the Pre-effective  Amendment No. 1 to the Form
     S-1  (Commission  File No.  333-137309)  filed  by the  Company  under  the
     Securities Act with the Commission on October 27, 2006.
Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC
LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 780
                             WASHINGTON, D.C. 20015
                                -----------------
                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                       WRITER'S EMAIL
(202) 274-2000

March 24, 2010

Board of Directors
Oritani Financial Corp.
370 Pascack Road
Township of Washington, New Jersey 07676

      Re:  Oritani Bank Employees' Savings & Profit Sharing Plan and Trust
           Registration  Statement on Form S-8
           ---------------------------------------------------------------

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the registration of participation  interests in the Oritani Bank
Employees' Savings & Profit Sharing Plan and Trust (the "Plan").

     In rendering the opinion  expressed herein, we have reviewed the Charter of
Oritani  Financial Corp. (the "Company"),  the Plan, the Company's  Registration
Statement  on Form S-8 (the "Form  S-8"),  as well as  applicable  statutes  and
regulations  governing the Company.  We have assumed the authenticity,  accuracy
and  completeness  of all  documents in  connection  with the opinion  expressed
herein.  We  have  also  assumed  the  legal  capacity  and  genuineness  of the
signatures  of  persons  signing  all  documents  in  connection  with which the
opinions expressed herein are rendered.

     Based on the foregoing, we are of the following opinion:

     Upon the effectiveness of the Form S-8 and in accordance with the Plan, the
participation  interests  in the Plan will be  legally  issued,  fully  paid and
non-assessable and the shares of common stock, par value $0.01 per share, of the
Company  that may be  purchased  by the Plan  will,  upon  purchase,  be legally
issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                               Very truly yours,

                                               /s/ LUSE GORMAN POMERENK & SCHICK
                                               LUSE GORMAN POMERENK & SCHICK
                                               A Professional Corporation
Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
                            New Jersey Headquarters
                          150 John F. Kennedy Highway
                             Short Hills, NJ 07078

           Consent of Independent Registered Public Accounting Firm

The Board of Directors
Oritani Financial Corp. and subsidiaries:

We consent to the use of our reports  dated  September  11, 2009 with respect to
the consolidated  balance sheets of Oritani  Financial Corp. and subsidiaries as
of June 30, 2009 and 2008 and the  related  consolidated  statements  of income,
changes  in  stockholders'  equity,  and cash flows for each of the years in the
three-year  period ended June 30, 2009 and the effectiveness of internal control
over financial reporting as of June 30, 2009 incorporated by reference herein

                                                /s/ KPMG LLP

March 24, 2010