As filed with the Securities and Exchange Commission on July 27, 1995

                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                              UJB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

        New Jersey                                    22-1903313
        (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)                Identification Number)

      301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
              (Address of Principal Executive Offices) (Zip Code)

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

                        CONVERTED BNJ STOCK OPTION PLAN
                                       OF
                              UJB FINANCIAL CORP.
                            (Full title of the plan)

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

                           Richard F. Ober, Jr., Esq.
            Executive Vice President, General Counsel and Secretary
                       301 Carnegie Center, P.O. Box 2066
                           Princeton, N.J. 08543-2066
                    (Name and address of agent for service)

                                 (609) 987-3430
         (Telephone number, including area code, of agent for service)

                                ----------------
<TABLE>
<CAPTION>

                                               Calculation of Registration Fee

- ----------------------------------------------------------------------------------------------------------------------
                                                                  Proposed         Proposed maximum
Title of Securities                  Amount to be         maximum offering       aggregate offering          Amount of
to be registered                       registered           price per unit                    price   registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                     <C>                 <C>
Common Stock, .....................        62,994                 $ 5.6667            $  356,968.10
$1.20 par value ...................        74,112                 $ 6.4763            $  479,971.55
                                           29,722                 $ 6.8001            $  202,112.57
                                           21,037                 $ 6.8810            $  144,755.60
                                           11,580                 $ 6.9620            $   80,619.96
                                          100,366                 $ 7.1239            $  714,997.35
                                            6,176                 $ 7.4477            $   45,997.00
                                           22,233                 $ 8.4191            $  187,181.85
                                           67,547                 $ 8.7430            $  590,563.42
                                            4,632                 $12.3049            $   56,996.30
                                            4,632                 $14.8954            $   68,995.49
                                            4,632                 $28.3337            $  131,241.70
                                          -------                                     -------------
                                          409,663                                     $3,060,400.88          $1,055.31

======================================================================================================================
</TABLE>

<PAGE>

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

Item 1. Plan Information.

     Omitted as permitted by the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

     Omitted as permitted by the Note to Part I of Form S-8.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     UJB Financial Corp., the Registrant ("UJB", "Company" or "Registrant"),
hereby incorporates by reference in this Registration Statement the following
documents filed with the Securities and Exchange Commission (the "SEC"):

          (a) UJB's Annual Report on Form 10-K filed pursuant to Section 13(a)
     of the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal
     year ended December 31, 1994;

          (b) UJB's Quarterly Report on Form 10-Q for the quarter ended March
     31, 1995;

          (c) UJB's Current Report on Form 8-K dated January 19, 1995; and

          (d) The description of the Common Stock of UJB contained in UJB's
     Registration Statement on Form 10 dated August 31, 1970 as supplemented by
     the Registration Statement on Form 8-A filed August 28, 1989, filed
     pursuant to Section 12(b) of the Exchange Act, including all amendments
     thereto and reports filed under the Exchange Act for the purpose of
     updating such description.

     All documents filed by UJB or the Converted BNJ Stock Option Plan of UJB
Financial Corp. (the "Plan") with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and 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 likewise be
deemed to be incorporated herein by reference and to be a part hereof from and
as of the respective dates of filing of such documents.

Item 4. Description of Securities.

     This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of UJB. As of June 30, 1995 Mr. Ober
beneficially owned 22,811 shares of Common Stock and options to purchase 67,227
shares of Common Stock at a weighted average exercise price of $19.11.

     The consolidated financial statements of UJB and subsidiaries as of
December 31, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994, included in UJB's Annual Report on Form 10-K,
incorporated by reference herein, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.


<PAGE>

     The report of KPMG Peat Marwick LLP with respect to UJB and subsidiaries
for the year ended December 31, 1994 refers to a change in the method of
accounting for certain investments and postemployment benefits in 1994 and to a
change in the method of accounting for income taxes in 1993.

Item 6. Indemnification of Directors and Officers.

     With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of the Company provides:

          Section 5. Indemnification. Each person who was or is a party and each
     person who is threatened to be or is made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil, criminal,
     administrative, investigative or arbitrative, by reason of the fact that
     such person is, or was, a director, officer or employee of the Corporation,
     or is or was serving at the request of the Corporation as a director,
     officer, trustee, agent, or employee of another corporation, partnership,
     joint venture, sole proprietorship, trust or other enterprise, whether or
     not for profit, shall be indemnified and reimbursed by the Corporation for
     liabilities (including amounts paid or incurred in satisfaction of
     settlements, judgments, fines and penalties) and expenses (including
     reasonable costs, disbursements and counsel fees) to the fullest extent
     permitted by the laws of the State of New Jersey as in effect at the time
     of such indemnification. The foregoing right of indemnification shall inure
     to the benefit of the heirs, executors, and administrators of each such
     person, shall not be exclusive of any other rights or indemnification to
     which any director, officer, employee or other person may be entitled in
     any capacity as a matter of law or under any by-law, agreement, vote of
     shareholders or directors, insurance policy, or otherwise; and shall
     continue as to each such person who has ceased to be a director, officer or
     employee.

          This By-Law shall be implemented and construed to provide any
     director, officer, employee, or other person described above who is found
     to have acted in good faith and in a manner such person reasonably believed
     to be in or not opposed to the best interests of the Corporation the
     maximum indemnification, advancement of expenses, and reimbursement for
     liabilities and expenses allowed by law, provided, however, that
     advancement of counsel fees will be made only when the Board of Directors
     determines that arrangements for counsel are satisfactory to the Board.

     Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the State of the Company's
incorporation, which permits the indemnification of officers and directors,
under certain circumstances and subject to specified limitations, against
liability which any such officer or director may incur in his capacity as such.

     The Company carries an officers' and directors' liability insurance policy
which provides coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts or omissions of such officers and directors
of the Company arising out of their duties as such, subject to certain
exceptions, including, but not limited to, damages based upon illegal personal
profits or adjudicated dishonesty of the person seeking indemnification. This
policy provides coverage of $35,000,000.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     This Registration Statement includes the following exhibits:

     5       Opinion of Richard F. Ober, Jr., Esq. regarding legality.

     10      Converted BNJ Bancorp Stock Option Plan of UJB Financial Corp.

     23(a)   Consent of Richard F. Ober, Jr., Esq. (included as part of
             Exhibit 5).

       (b)   Consent of KPMG Peat Marwick LLP.

     24      Power of Attorney (contained on the signature pages to this
             Registration Statement).

<PAGE>

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:

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

          (ii) to reflect in the prospectus any facts or events arising after
     the effective date of this 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 this
     Registration Statement;

          (iii) 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;

provided, however, that paragraphs (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each 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 hereby which remain unsold at the termination
of the offering.

     (4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of West Windsor and the State of New Jersey on this
____ day of____________ 1995.

                                    UJB FINANCIAL CORP.

                                    By: /s/ T. JOSEPH SEMROD
                                        -----------------------------------
                                        T. Joseph Semrod
                                        Chairman of the Board of Directors
                                          and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 26th day of July, 1995 by
the following persons in the capacities indicated.

        Signatures                             Titles
        ----------                             ------
/s/ T. JOSEPH SEMROD                      Chairman of the Board
    --------------------                  of Directors and President
    T. Joseph Semrod                      (Chief Executive Officer)

/s/ JOHN R. HAGGERTY                      Senior Executive Vice
    --------------------                  President-Finance
    John R. Haggerty                      (Principal Financial Officer)

/s/ WILLIAM J. HEALY                      Executive Vice President
    --------------------                  and Comptroller
    William J. Healy                      (Principal Accounting Officer)

<PAGE>


        Signatures                             Titles
        ----------                             ------
/s/ ROBERT L. BOYLE                       Director
    ---------------------
    Robert L. Boyle

/s/ JOHN G. COLLINS                       Director
    ---------------------
    John G. Collins

/s/ T.J. DERMOT DUNPHY                    Director
    ---------------------
    T.J. Dermot Dunphy

/s/ ELINOR J. FERDON                      Director
    ---------------------
    Elinor J. Ferdon

/s/ ANNE EVANS ESTABROOK                  Director
    ---------------------
    Anne Evans Estabrook

                                          Director
    ---------------------
    Fred G. Harvey

                                          Director
    ---------------------
    John R. Howell

/s/ FRANCIS J. MERTZ                      Director
    ---------------------
    Francis J. Mertz

/s/ GEORGE L. MILES, JR.                  Director
    ---------------------
    George L. Miles, Jr.

/s/ HENRY S. PATTERSON II                 Director
    ---------------------
    Henry S. Patterson II

/s/ RAYMOND SILVERSTEIN                   Director
    ---------------------
    Raymond Silverstein

/s/ JOSEPH M. TABAK                       Director
    ---------------------
    Joseph M. Tabak

<PAGE>

                                 EXHIBIT INDEX

Exhibit No.                                Description
- -----------                                -----------
 5      Opinion of Richard F. Ober, Jr., Esq. regarding legality.

10      Converted BNJ Stock Option Plan of UJB Financial Corp.

23(a)   Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).

  (b)   Consent of KPMG Peat Marwick LLP.

24      Power of Attorney (contained on the signature pages to this 
        Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION", "secsgml_size_bytes": 19490}]
{"company-data": {"conformed-name": "UJB FINANCIAL CORP /NJ/", "cik": "0000101320", "assigned-sic": "6021", "irs-number": "221903313", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61353", "film-number": "95556661"}, "business-address": {"street1": "301 CARNEGIE CENTER", "street2": "P O BOX 2066", "city": "PRINCETON", "state": "NJ", "zip": "08543-2066", "phone": "6099873200"}, "former-company": {"former-conformed-name": "UNITED JERSEY BANKS", "date-changed": "19890815"}}
As filed with the Securities and Exchange Commission on July 27, 1995

                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                              UJB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

        New Jersey                                    22-1903313
        (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)                Identification Number)

      301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
              (Address of Principal Executive Offices) (Zip Code)

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

                        CONVERTED BNJ STOCK OPTION PLAN
                                       OF
                              UJB FINANCIAL CORP.
                            (Full title of the plan)

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

                           Richard F. Ober, Jr., Esq.
            Executive Vice President, General Counsel and Secretary
                       301 Carnegie Center, P.O. Box 2066
                           Princeton, N.J. 08543-2066
                    (Name and address of agent for service)

                                 (609) 987-3430
         (Telephone number, including area code, of agent for service)

                                ----------------
Calculation of Registration Fee

- ----------------------------------------------------------------------------------------------------------------------
                                                                  Proposed         Proposed maximum
Title of Securities                  Amount to be         maximum offering       aggregate offering          Amount of
to be registered                       registered           price per unit                    price   registration fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, .....................        62,994                 $ 5.6667            $  356,968.10
$1.20 par value ...................        74,112                 $ 6.4763            $  479,971.55
                                           29,722                 $ 6.8001            $  202,112.57
                                           21,037                 $ 6.8810            $  144,755.60
                                           11,580                 $ 6.9620            $   80,619.96
                                          100,366                 $ 7.1239            $  714,997.35
                                            6,176                 $ 7.4477            $   45,997.00
                                           22,233                 $ 8.4191            $  187,181.85
                                           67,547                 $ 8.7430            $  590,563.42
                                            4,632                 $12.3049            $   56,996.30
                                            4,632                 $14.8954            $   68,995.49
                                            4,632                 $28.3337            $  131,241.70
                                          -------                                     -------------
                                          409,663                                     $3,060,400.88          $1,055.31

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

Item 1. Plan Information.

     Omitted as permitted by the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

     Omitted as permitted by the Note to Part I of Form S-8.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     UJB Financial Corp., the Registrant ("UJB", "Company" or "Registrant"),
hereby incorporates by reference in this Registration Statement the following
documents filed with the Securities and Exchange Commission (the "SEC"):

          (a) UJB's Annual Report on Form 10-K filed pursuant to Section 13(a)
     of the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal
     year ended December 31, 1994;

          (b) UJB's Quarterly Report on Form 10-Q for the quarter ended March
     31, 1995;

          (c) UJB's Current Report on Form 8-K dated January 19, 1995; and

          (d) The description of the Common Stock of UJB contained in UJB's
     Registration Statement on Form 10 dated August 31, 1970 as supplemented by
     the Registration Statement on Form 8-A filed August 28, 1989, filed
     pursuant to Section 12(b) of the Exchange Act, including all amendments
     thereto and reports filed under the Exchange Act for the purpose of
     updating such description.

     All documents filed by UJB or the Converted BNJ Stock Option Plan of UJB
Financial Corp. (the "Plan") with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and 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 likewise be
deemed to be incorporated herein by reference and to be a part hereof from and
as of the respective dates of filing of such documents.

Item 4. Description of Securities.

     This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of UJB. As of June 30, 1995 Mr. Ober
beneficially owned 22,811 shares of Common Stock and options to purchase 67,227
shares of Common Stock at a weighted average exercise price of $19.11.

     The consolidated financial statements of UJB and subsidiaries as of
December 31, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994, included in UJB's Annual Report on Form 10-K,
incorporated by reference herein, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP with respect to UJB and subsidiaries
for the year ended December 31, 1994 refers to a change in the method of
accounting for certain investments and postemployment benefits in 1994 and to a
change in the method of accounting for income taxes in 1993.

Item 6. Indemnification of Directors and Officers.

     With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of the Company provides:

          Section 5. Indemnification. Each person who was or is a party and each
     person who is threatened to be or is made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil, criminal,
     administrative, investigative or arbitrative, by reason of the fact that
     such person is, or was, a director, officer or employee of the Corporation,
     or is or was serving at the request of the Corporation as a director,
     officer, trustee, agent, or employee of another corporation, partnership,
     joint venture, sole proprietorship, trust or other enterprise, whether or
     not for profit, shall be indemnified and reimbursed by the Corporation for
     liabilities (including amounts paid or incurred in satisfaction of
     settlements, judgments, fines and penalties) and expenses (including
     reasonable costs, disbursements and counsel fees) to the fullest extent
     permitted by the laws of the State of New Jersey as in effect at the time
     of such indemnification. The foregoing right of indemnification shall inure
     to the benefit of the heirs, executors, and administrators of each such
     person, shall not be exclusive of any other rights or indemnification to
     which any director, officer, employee or other person may be entitled in
     any capacity as a matter of law or under any by-law, agreement, vote of
     shareholders or directors, insurance policy, or otherwise; and shall
     continue as to each such person who has ceased to be a director, officer or
     employee.

          This By-Law shall be implemented and construed to provide any
     director, officer, employee, or other person described above who is found
     to have acted in good faith and in a manner such person reasonably believed
     to be in or not opposed to the best interests of the Corporation the
     maximum indemnification, advancement of expenses, and reimbursement for
     liabilities and expenses allowed by law, provided, however, that
     advancement of counsel fees will be made only when the Board of Directors
     determines that arrangements for counsel are satisfactory to the Board.

     Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the State of the Company's
incorporation, which permits the indemnification of officers and directors,
under certain circumstances and subject to specified limitations, against
liability which any such officer or director may incur in his capacity as such.

     The Company carries an officers' and directors' liability insurance policy
which provides coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts or omissions of such officers and directors
of the Company arising out of their duties as such, subject to certain
exceptions, including, but not limited to, damages based upon illegal personal
profits or adjudicated dishonesty of the person seeking indemnification. This
policy provides coverage of $35,000,000.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     This Registration Statement includes the following exhibits:

     5       Opinion of Richard F. Ober, Jr., Esq. regarding legality.

     10      Converted BNJ Bancorp Stock Option Plan of UJB Financial Corp.

     23(a)   Consent of Richard F. Ober, Jr., Esq. (included as part of
             Exhibit 5).

       (b)   Consent of KPMG Peat Marwick LLP.

     24      Power of Attorney (contained on the signature pages to this
             Registration Statement).
Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:

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

          (ii) to reflect in the prospectus any facts or events arising after
     the effective date of this 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 this
     Registration Statement;

          (iii) 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;

provided, however, that paragraphs (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each 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 hereby which remain unsold at the termination
of the offering.

     (4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange 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.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of West Windsor and the State of New Jersey on this
____ day of____________ 1995.

                                    UJB FINANCIAL CORP.

                                    By: /s/ T. JOSEPH SEMROD
                                        -----------------------------------
                                        T. Joseph Semrod
                                        Chairman of the Board of Directors
                                          and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 26th day of July, 1995 by
the following persons in the capacities indicated.

        Signatures                             Titles
        ----------                             ------
/s/ T. JOSEPH SEMROD                      Chairman of the Board
    --------------------                  of Directors and President
    T. Joseph Semrod                      (Chief Executive Officer)

/s/ JOHN R. HAGGERTY                      Senior Executive Vice
    --------------------                  President-Finance
    John R. Haggerty                      (Principal Financial Officer)

/s/ WILLIAM J. HEALY                      Executive Vice President
    --------------------                  and Comptroller
    William J. Healy                      (Principal Accounting Officer)
Signatures                             Titles
        ----------                             ------
/s/ ROBERT L. BOYLE                       Director
    ---------------------
    Robert L. Boyle

/s/ JOHN G. COLLINS                       Director
    ---------------------
    John G. Collins

/s/ T.J. DERMOT DUNPHY                    Director
    ---------------------
    T.J. Dermot Dunphy

/s/ ELINOR J. FERDON                      Director
    ---------------------
    Elinor J. Ferdon

/s/ ANNE EVANS ESTABROOK                  Director
    ---------------------
    Anne Evans Estabrook

                                          Director
    ---------------------
    Fred G. Harvey

                                          Director
    ---------------------
    John R. Howell

/s/ FRANCIS J. MERTZ                      Director
    ---------------------
    Francis J. Mertz

/s/ GEORGE L. MILES, JR.                  Director
    ---------------------
    George L. Miles, Jr.

/s/ HENRY S. PATTERSON II                 Director
    ---------------------
    Henry S. Patterson II

/s/ RAYMOND SILVERSTEIN                   Director
    ---------------------
    Raymond Silverstein

/s/ JOSEPH M. TABAK                       Director
    ---------------------
    Joseph M. Tabak
EXHIBIT INDEX

Exhibit No.                                Description
- -----------                                -----------
 5      Opinion of Richard F. Ober, Jr., Esq. regarding legality.

10      Converted BNJ Stock Option Plan of UJB Financial Corp.

23(a)   Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).

  (b)   Consent of KPMG Peat Marwick LLP.

24      Power of Attorney (contained on the signature pages to this 
        Registration Statement).