As filed with the Securities and Exchange Commission on December 8, 2005
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Kearny Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                            22-3803741
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               120 Passaic Avenue
                           Fairfield, New Jersey 07004
                    ----------------------------------------
                    (Address of principal executive offices)

        Kearny Financial Corp. 2005 Stock Compensation and Incentive Plan
        -----------------------------------------------------------------
                            (Full Title of the Plan)

                              Albert E. Gossweiler
                             Chief Financial Officer
                               120 Passaic Avenue
                           Fairfield, New Jersey 07004
                                 (973) 244-4500
                    ----------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
    Title of                                   Proposed Maximum     Proposed Maximum
  Securities to              Amount to be          Offering        Aggregate Offering    Amount of Registration
  be Registered              Registered (1)    Price Per Share(2)       Price (2)                Fee (2)
  -------------              --------------    ------------------       ---------                -------
<S>                        <C>                      <C>               <C>                      <C>
Common Stock
$0.10 par value per share    1,069,240 shares         $11.55            $12,349,722              $1,321.42

Common Stock
$0.10 par value per share    3,920,552 shares         $12.69            $49,751,805              $5,323.44
==================================================================================================================
</TABLE>

(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted  under the  Kearny  Financial  Corp.  2005 Stock  Compensation  and
     Incentive Plan consists of 4,989,792  shares,  are being  registered  under
     this Registration Statement and for which a registration fee is being paid.
     Additionally,  an indeterminate  number of additional shares may be offered
     and issued to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised. An aggregate of 4,989,792 shares are being registered hereby, of
     which  1,069,240  shares are under  option at a weighted  average  exercise
     price of $11.55 per share ($12,349,722 in the aggregate).  The remainder of
     such  shares  3,920,552  shares,  consisting  of  unallocated  options  and
     restricted stock awards, are being registered based upon the average of the
     high and low prices of the Common  Stock of the  Registrant  as reported on
     the  Nasdaq  National  Market on  December  5,  2005,  of $12.69  per share
     ($49,751,805 in the aggregate), for a total offering of $62,101,527.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.


<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

         *This  Registration  Statement relates to the registration of 4,989,792
shares of Kearny Financial Corp. (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in  accordance  with the Kearny  Financial  Corp.  2005 Stock  Compensation  and
Incentive  Plan  under  which  4,989,792  shares  are  issuable  ( the  "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  December  28,  2004 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         1. The  description  of the  Company's  securities  as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
December 28, 2004;

         2. The Company's Annual Report on Form 10-K for the year ended June 30,
2005;

         3. Form 8-K, filed on October 25, 2005;

         4. Form 8-K, filed on October 7, 2005;

         5. Form 8-K, filed on November 1, 2005;

         6. Form 8-K, filed on November 9, 2005; and

         7. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 2005.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2

<PAGE>

Item 4.  Description of Securities.
------

         Not Applicable

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

         Not Applicable

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

         Article VI of the Bylaws of the Company sets 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.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators

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

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                        3

<PAGE>

Item 9.  Undertakings.
------

          (a) The undersigned Registrant hereby undertakes:

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

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

               (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;

               (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) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
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.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act 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 1933 Act and
is, therefore, unenforceable.

                                        4

<PAGE>

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
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

                                        5

<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 City of Kearny in the State of New Jersey, on the 5th day of
December, 2005.

                                     KEARNY FINANCIAL CORP.


Dated: December 5, 2005              By:   /s/ John N. Hopkins
                                           -------------------------------------
                                           John N. Hopkins
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Kearny Financial Corp. do
hereby  severally  constitute and appoint John N. Hopkins as our true and lawful
attorney  and agent,  to do any and all things and acts in our Kearny  Financial
Corp.  names  in the  capacities  indicated  below  and to  execute  any and all
instruments for us and in our names in the capacities indicated below which said
John N. Hopkins may deem necessary or advisable to enable Kearny Financial Corp.
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection  with  the  Registration  Statement  on  Form  S-8  relating  to  the
registrant,  including specifically,  but not limited to, power and authority to
sign,  for  any of 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  ratify and  confirm  all that said John N.
Hopkins shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.

<TABLE>
<CAPTION>
<S>                                                       <C>

By:      /s/ John N. Hopkins                                  By:      /s/ Albert E. Gossweiler
         ---------------------------------------------                 -----------------------------------------
         John N. Hopkins                                               Albert E. Gossweiler
         President and Chief Executive Officer                         Senior Vice President and Chief Financial
         (Principal Executive Officer)                                   Officer
                                                                       (Principal Financial Officer)

Dated: December 5, 2005                                       Dated: December 5, 2005

By:      /s/ William C. Ledgerwood                            By:      /s/ Theodore J. Aanensen
         ---------------------------------------------                 -----------------------------------------
         William C. Ledgerwood                                         Theodore J. Aanensen
         Senior Vice President, Treasurer and                          Director
            Chief Accounting Officer
         (Principal Accounting Officer)

Dated: December 5, 2005                                       Dated: December 5, 2005

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                       <C>

By:      /s/ John J. Mazur, Jr.                               By:      /s/ Joseph P. Mazza
         ---------------------------------------------                 -----------------------------------------
         John J. Mazur, Jr.                                            Joseph P. Mazza
         Director                                                      Director

Dated: December 5, 2005                                       Dated: December 5, 2005


By:      /s/ Matthew T. McClane                               By:      /s/ John F. McGovern
         ---------------------------------------------                 -----------------------------------------
         Matthew T. McClane                                            John F. McGovern
         Director                                                      Director

Dated: December 5, 2005                                       Dated: December 5, 2005


By:      /s/ Leopold W. Montanaro                             By:      /s/ John F. Regan
         ---------------------------------------------                 -----------------------------------------
         Leopold W. Montanaro                                          John F. Regan
         Director                                                      Director

Dated: December 5, 2005                                       Dated: December 5, 2005


By:      /s/ Henry S. Parow
         ---------------------------------------------
         Henry S. Parow
         Director

Dated: December 5, 2005

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS





   Exhibit                         Description
   -------                         -----------

     4.1          Kearny Financial Corp. 2005 Stock Compensation and
                  Incentive Plan

     4.2          Form of Stock Option Agreement to be entered into with
                  respect to Stock Options under the Stock Option Plan

     4.3          Form of Restricted Stock Award Agreement


     4.4          Form of Stock Award Tax Notice


     5.1          Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                  Common Stock being registered


    23.1          Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                  filed as Exhibit 5.1)


    23.2          Consent of Beard Miller Company LLP


     24           Reference is made to the Signatures section of this
                  Registration Statement for the Power of Attorney contained
                  therein
[{"type": "S-8", "sequence": "1", "filename": "s8stock_120705-0128.txt", "description": "FORM", "secsgml_size_bytes": 21425}]
{"company-data": {"conformed-name": "Kearny Financial Corp.", "cik": "0001295664", "assigned-sic": "6035", "irs-number": "223803741", "state-of-incorporation": "X1", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130204", "film-number": "051252298"}, "business-address": {"street1": "120 PASSAIC AVENUE", "city": "FAIRFIELD", "state": "NJ", "zip": "07004", "phone": "973 244-4500"}, "mail-address": {"street1": "120 PASSAIC AVENUE", "city": "FAIRFIELD", "state": "NJ", "zip": "07004"}}
As filed with the Securities and Exchange Commission on December 8, 2005
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Kearny Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                            22-3803741
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               120 Passaic Avenue
                           Fairfield, New Jersey 07004
                    ----------------------------------------
                    (Address of principal executive offices)

        Kearny Financial Corp. 2005 Stock Compensation and Incentive Plan
        -----------------------------------------------------------------
                            (Full Title of the Plan)

                              Albert E. Gossweiler
                             Chief Financial Officer
                               120 Passaic Avenue
                           Fairfield, New Jersey 07004
                                 (973) 244-4500
                    ----------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
    Title of                                   Proposed Maximum     Proposed Maximum
  Securities to              Amount to be          Offering        Aggregate Offering    Amount of Registration
  be Registered              Registered (1)    Price Per Share(2)       Price (2)                Fee (2)
  -------------              --------------    ------------------       ---------                -------
Common Stock
$0.10 par value per share    1,069,240 shares         $11.55            $12,349,722              $1,321.42

Common Stock
$0.10 par value per share    3,920,552 shares         $12.69            $49,751,805              $5,323.44
==================================================================================================================
(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted  under the  Kearny  Financial  Corp.  2005 Stock  Compensation  and
     Incentive Plan consists of 4,989,792  shares,  are being  registered  under
     this Registration Statement and for which a registration fee is being paid.
     Additionally,  an indeterminate  number of additional shares may be offered
     and issued to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised. An aggregate of 4,989,792 shares are being registered hereby, of
     which  1,069,240  shares are under  option at a weighted  average  exercise
     price of $11.55 per share ($12,349,722 in the aggregate).  The remainder of
     such  shares  3,920,552  shares,  consisting  of  unallocated  options  and
     restricted stock awards, are being registered based upon the average of the
     high and low prices of the Common  Stock of the  Registrant  as reported on
     the  Nasdaq  National  Market on  December  5,  2005,  of $12.69  per share
     ($49,751,805 in the aggregate), for a total offering of $62,101,527.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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

         *This  Registration  Statement relates to the registration of 4,989,792
shares of Kearny Financial Corp. (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in  accordance  with the Kearny  Financial  Corp.  2005 Stock  Compensation  and
Incentive  Plan  under  which  4,989,792  shares  are  issuable  ( the  "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  December  28,  2004 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         1. The  description  of the  Company's  securities  as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
December 28, 2004;

         2. The Company's Annual Report on Form 10-K for the year ended June 30,
2005;

         3. Form 8-K, filed on October 25, 2005;

         4. Form 8-K, filed on October 7, 2005;

         5. Form 8-K, filed on November 1, 2005;

         6. Form 8-K, filed on November 9, 2005; and

         7. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 2005.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2
Item 4.  Description of Securities.
------

         Not Applicable

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

         Not Applicable

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

         Article VI of the Bylaws of the Company sets 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.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators

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

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                        3
Item 9.  Undertakings.
------

          (a) The undersigned Registrant hereby undertakes:

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

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

               (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;

               (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) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
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.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act 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 1933 Act and
is, therefore, unenforceable.

                                        4
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
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

                                        5
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 City of Kearny in the State of New Jersey, on the 5th day of
December, 2005.

                                     KEARNY FINANCIAL CORP.

Dated: December 5, 2005              By:   /s/ John N. Hopkins
                                           -------------------------------------
                                           John N. Hopkins
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Kearny Financial Corp. do
hereby  severally  constitute and appoint John N. Hopkins as our true and lawful
attorney  and agent,  to do any and all things and acts in our Kearny  Financial
Corp.  names  in the  capacities  indicated  below  and to  execute  any and all
instruments for us and in our names in the capacities indicated below which said
John N. Hopkins may deem necessary or advisable to enable Kearny Financial Corp.
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection  with  the  Registration  Statement  on  Form  S-8  relating  to  the
registrant,  including specifically,  but not limited to, power and authority to
sign,  for  any of 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  ratify and  confirm  all that said John N.
Hopkins shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.
By:      /s/ John N. Hopkins                                  By:      /s/ Albert E. Gossweiler
         ---------------------------------------------                 -----------------------------------------
         John N. Hopkins                                               Albert E. Gossweiler
         President and Chief Executive Officer                         Senior Vice President and Chief Financial
         (Principal Executive Officer)                                   Officer
                                                                       (Principal Financial Officer)

Dated: December 5, 2005                                       Dated: December 5, 2005

By:      /s/ William C. Ledgerwood                            By:      /s/ Theodore J. Aanensen
         ---------------------------------------------                 -----------------------------------------
         William C. Ledgerwood                                         Theodore J. Aanensen
         Senior Vice President, Treasurer and                          Director
            Chief Accounting Officer
         (Principal Accounting Officer)

Dated: December 5, 2005                                       Dated: December 5, 2005
By:      /s/ John J. Mazur, Jr.                               By:      /s/ Joseph P. Mazza
         ---------------------------------------------                 -----------------------------------------
         John J. Mazur, Jr.                                            Joseph P. Mazza
         Director                                                      Director

Dated: December 5, 2005                                       Dated: December 5, 2005

By:      /s/ Matthew T. McClane                               By:      /s/ John F. McGovern
         ---------------------------------------------                 -----------------------------------------
         Matthew T. McClane                                            John F. McGovern
         Director                                                      Director

Dated: December 5, 2005                                       Dated: December 5, 2005

By:      /s/ Leopold W. Montanaro                             By:      /s/ John F. Regan
         ---------------------------------------------                 -----------------------------------------
         Leopold W. Montanaro                                          John F. Regan
         Director                                                      Director

Dated: December 5, 2005                                       Dated: December 5, 2005

By:      /s/ Henry S. Parow
         ---------------------------------------------
         Henry S. Parow
         Director

Dated: December 5, 2005
INDEX TO EXHIBITS

   Exhibit                         Description
   -------                         -----------

     4.1          Kearny Financial Corp. 2005 Stock Compensation and
                  Incentive Plan

     4.2          Form of Stock Option Agreement to be entered into with
                  respect to Stock Options under the Stock Option Plan

     4.3          Form of Restricted Stock Award Agreement

     4.4          Form of Stock Award Tax Notice

     5.1          Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                  Common Stock being registered

    23.1          Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                  filed as Exhibit 5.1)

    23.2          Consent of Beard Miller Company LLP

     24           Reference is made to the Signatures section of this
                  Registration Statement for the Power of Attorney contained
                  therein