As filed with the Securities and Exchange Commission on October 20, 2004
                                                   Registration No. 333-________

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

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

                          Roebling Financial Corp, Inc.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                              55-0873295
---------------------------------------                       ------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       Route 130 South and Delaware Avenue
                           Roebling, New Jersey 08554
              ----------------------------------------------------
                    (Address of principal executive offices)

              Roebling Financial Corp, Inc. 1999 Stock Option Plan
                    Roebling Bank 1999 Restricted Stock Plan
                    ----------------------------------------
                            (Full Title of the Plans)

                                Janice A. Summers
                             Chief Financial Officer
                       Route 130 South and Delaware Avenue
                           Roebling, New Jersey 08554
                                 (609) 499-0355
                                 --------------
            (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

<TABLE>
<CAPTION>
====================================================================================================================
    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
<S>                           <C>                        <C>                 <C>                     <C>
$0.10 par value per share     37,284 shares              $3.60               $134,222                $17.01

Common Stock
$0.10 par value per share     68,345 shares              $9.48               $647,911                $82.09

====================================================================================================================
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Roebling  Financial Corp, Inc. 1999 Stock Option Plan
         consists of 77,670 shares,  and under the Roebling Bank 1999 Restricted
         Stock Plan (the "RSP")  consists of 27,959 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 105,629 shares are being  registered
         hereby,  of which 37,284 shares are under option at a weighted  average
         exercise  price of $3.60 per share  ($134,222  in the  aggregate).  The
         remainder of such shares 68,345 shares,  consisting of 40,386 unawarded
         options under the Stock Option Plan and 27,959 shares awarded under the
         RSP,  are being  registered  based upon the  average of the bid and ask
         prices of the Common  Stock of the  Registrant  as  reported on the OTC
         Bulletin Board on October 15, 2004, of $9.48 per share ($647,911 in the
         aggregate), for a total offering of $782,133.

         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 105,629
shares of Roebling  Financial Corp, Inc. (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 subsidiaries as compensation for
services in accordance with the Roebling  Financial Corp, Inc. 1999 Stock Option
Plan  under  which  77,670  shares  are  issuable,  and the  Roebling  Bank 1999
Restricted  Stock Plan under which  27,959  shares are issuable  (together,  the
"Plans").  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  September  30, 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:

         (a) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
June 30, 2004, as filed with the Commission;

         (b) Form 8-K filed on September 29, 2004;

         (c) Form 8-K/A filed on September 29, 2004; and

         (d) 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
September 30, 2004.

         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.
------

         Section  14A:3-5 of the New Jersey  Business  Corporation Act describes
those circumstances under which directors, officers, employees and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Article  XVII  of the  Certificate  of  Incorporation  of  the  Company
requires  indemnification  of  directors,  officers,  employees or agents of the
Company to the full extent permissible under New Jersey law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiaries.  However,  a result of such provisions could be
to increase the expenses of the registrant and effectively reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Certificate of Incorporation.

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability  policy for claims  directly  against  directors  and officers and for
claims where the Company is required to indemnify  directors and  officers.  The
policy is underwritten by Fidelity & Deposit Co. of Maryland Div. Of Zurich with
a  $2,000,000  aggregate  limit of  liability  and an  aggregate  deductible  of
$15,000.


         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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.

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

         Not Applicable

                                        3

<PAGE>

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.

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.

                                        4

<PAGE>

         (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.  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 Roebling in the State of New Jersey,  on the18th day
of October 2004.

                                Roebling Financial Corp, Inc.


                                By:      /s/Frank J. Travea, III
                                         ---------------------------------------
                                         Frank J. Travea, III
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Roebling Financial Corp,
Inc., do hereby  severally  constitute  and appoint Frank J. Travea,  III as our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
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 Frank J.
Travea,  III may deem necessary or advisable to enable Roebling  Financial Corp,
Inc.,  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 Frank J.
Travea, III 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>

/s/John J. Ferry                                              /s/Frank J. Travea, III
-----------------------------------------------------         -----------------------------------------------------
John J. Ferry                                                 Frank J. Travea, III
Chairman of the Board                                         President and Chief Executive Officer


Date: October 18, 2004                                        Date: October 18, 2004


/s/George Nyikita                                             /s/Mark V. Dimon
-----------------------------------------------------         -----------------------------------------------------
George Nyikita                                                Mark V. Dimon
Director                                                      Director and Treasurer


Date: October 18, 2004                                        Date: October 18, 2004

<PAGE>

/s/Robert R. Semptimphelter, Sr.                              /s/Joan K. Geary
-----------------------------------------------------         -----------------------------------------------------
Robert R. Semptimphelter, Sr.                                 Joan K. Geary
Director                                                      Director and Secretary


Date: October 18, 2004                                        Date: October 18, 2004


/s/John A. LaVecchia                                          /s/Janice A. Summers
-----------------------------------------------------         -----------------------------------------------------
John A. LaVecchia                                             Janice A. Summers
Director                                                      Senior Vice President, Chief Operating Officer and
                                                              Chief Financial Officer (Chief Accounting
                                                              Officer)


Date: October 18, 2004                                        Date: October 18, 2004

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS





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

     4.1        Roebling Financial Corp, Inc. 1999 Stock Option Plan

     4.2        Roebling Bank 1999 Restricted Stock Plan

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

     4.4        Form of Restricted Stock Award Agreement

     4.5        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 Fontanella and Babitts

     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": "s8_102004-0203.txt", "description": "FORM", "secsgml_size_bytes": 21324}]
{"company-data": {"conformed-name": "Roebling Financial Corp, Inc.", "cik": "0001293283", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "NJ", "fiscal-year-end": "1030"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119839", "film-number": "041086658"}, "business-address": {"street1": "ROUTE 130 SOUTH AND DELAWARE AVENUE", "city": "NEW JERSEY", "state": "NJ", "zip": "08554", "phone": "609 499-0355"}, "mail-address": {"street1": "ROUTE 130 SOUTH AND DELAWARE AVENUE", "city": "NEW JERSEY", "state": "NJ", "zip": "08554"}}
As filed with the Securities and Exchange Commission on October 20, 2004
                                                   Registration No. 333-________

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

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

                          Roebling Financial Corp, Inc.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                              55-0873295
---------------------------------------                       ------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       Route 130 South and Delaware Avenue
                           Roebling, New Jersey 08554
              ----------------------------------------------------
                    (Address of principal executive offices)

              Roebling Financial Corp, Inc. 1999 Stock Option Plan
                    Roebling Bank 1999 Restricted Stock Plan
                    ----------------------------------------
                            (Full Title of the Plans)

                                Janice A. Summers
                             Chief Financial Officer
                       Route 130 South and Delaware Avenue
                           Roebling, New Jersey 08554
                                 (609) 499-0355
                                 --------------
            (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     37,284 shares              $3.60               $134,222                $17.01

Common Stock
$0.10 par value per share     68,345 shares              $9.48               $647,911                $82.09

====================================================================================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Roebling  Financial Corp, Inc. 1999 Stock Option Plan
         consists of 77,670 shares,  and under the Roebling Bank 1999 Restricted
         Stock Plan (the "RSP")  consists of 27,959 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 105,629 shares are being  registered
         hereby,  of which 37,284 shares are under option at a weighted  average
         exercise  price of $3.60 per share  ($134,222  in the  aggregate).  The
         remainder of such shares 68,345 shares,  consisting of 40,386 unawarded
         options under the Stock Option Plan and 27,959 shares awarded under the
         RSP,  are being  registered  based upon the  average of the bid and ask
         prices of the Common  Stock of the  Registrant  as  reported on the OTC
         Bulletin Board on October 15, 2004, of $9.48 per share ($647,911 in the
         aggregate), for a total offering of $782,133.

         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 105,629
shares of Roebling  Financial Corp, Inc. (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 subsidiaries as compensation for
services in accordance with the Roebling  Financial Corp, Inc. 1999 Stock Option
Plan  under  which  77,670  shares  are  issuable,  and the  Roebling  Bank 1999
Restricted  Stock Plan under which  27,959  shares are issuable  (together,  the
"Plans").  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  September  30, 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:

         (a) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
June 30, 2004, as filed with the Commission;

         (b) Form 8-K filed on September 29, 2004;

         (c) Form 8-K/A filed on September 29, 2004; and

         (d) 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
September 30, 2004.

         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.
------

         Section  14A:3-5 of the New Jersey  Business  Corporation Act describes
those circumstances under which directors, officers, employees and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Article  XVII  of the  Certificate  of  Incorporation  of  the  Company
requires  indemnification  of  directors,  officers,  employees or agents of the
Company to the full extent permissible under New Jersey law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiaries.  However,  a result of such provisions could be
to increase the expenses of the registrant and effectively reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Certificate of Incorporation.

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability  policy for claims  directly  against  directors  and officers and for
claims where the Company is required to indemnify  directors and  officers.  The
policy is underwritten by Fidelity & Deposit Co. of Maryland Div. Of Zurich with
a  $2,000,000  aggregate  limit of  liability  and an  aggregate  deductible  of
$15,000.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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.

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

         Not Applicable

                                        3
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.

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.

                                        4
(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.  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 Roebling in the State of New Jersey,  on the18th day
of October 2004.

                                Roebling Financial Corp, Inc.

                                By:      /s/Frank J. Travea, III
                                         ---------------------------------------
                                         Frank J. Travea, III
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Roebling Financial Corp,
Inc., do hereby  severally  constitute  and appoint Frank J. Travea,  III as our
true and lawful  attorney  and  agent,  to do any and all things and acts in our
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 Frank J.
Travea,  III may deem necessary or advisable to enable Roebling  Financial Corp,
Inc.,  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 Frank J.
Travea, III 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.
/s/John J. Ferry                                              /s/Frank J. Travea, III
-----------------------------------------------------         -----------------------------------------------------
John J. Ferry                                                 Frank J. Travea, III
Chairman of the Board                                         President and Chief Executive Officer

Date: October 18, 2004                                        Date: October 18, 2004

/s/George Nyikita                                             /s/Mark V. Dimon
-----------------------------------------------------         -----------------------------------------------------
George Nyikita                                                Mark V. Dimon
Director                                                      Director and Treasurer

Date: October 18, 2004                                        Date: October 18, 2004
/s/Robert R. Semptimphelter, Sr.                              /s/Joan K. Geary
-----------------------------------------------------         -----------------------------------------------------
Robert R. Semptimphelter, Sr.                                 Joan K. Geary
Director                                                      Director and Secretary

Date: October 18, 2004                                        Date: October 18, 2004

/s/John A. LaVecchia                                          /s/Janice A. Summers
-----------------------------------------------------         -----------------------------------------------------
John A. LaVecchia                                             Janice A. Summers
Director                                                      Senior Vice President, Chief Operating Officer and
                                                              Chief Financial Officer (Chief Accounting
                                                              Officer)

Date: October 18, 2004                                        Date: October 18, 2004
INDEX TO EXHIBITS

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

     4.1        Roebling Financial Corp, Inc. 1999 Stock Option Plan

     4.2        Roebling Bank 1999 Restricted Stock Plan

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

     4.4        Form of Restricted Stock Award Agreement

     4.5        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 Fontanella and Babitts

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