AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON AUGUST 6, 1996
                              REGISTRATION NO. 33-
     ----------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------


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

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

                                   NEW JERSEY
         (State or other jurisdiction of incorporation or organization)

                                   22-3397900
                      (I.R.S. Employer Identification No.)

          70 SIP AVENUE, JERSEY CITY, NEW JERSEY            07306
          (Address of principal executive offices)        (Zip code)
                                     
                        1996 INCENTIVE STOCK OPTION PLAN
                  1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
          1996 RECOGNITION AND RETENTION PLAN FOR EXECUTIVE OFFICERS 
                                 AND EMPLOYEES
           1996 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS
                            (Full title of the plan)

                                VICTOR M. RICHEL
                     CHAIRMAN OF THE BOARD, PRESIDENT AND 
                            CHIEF EXECUTIVE OFFICER 
                           STATEWIDE FINANCIAL CORP. 
                                 70 SIP AVENUE
                         JERSEY CITY, NEW JERSEY 07306
                    (Name and address of agent for service)

                                 (201) 795-4000
         (Telephone number, including area code, of agent for service)


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

                        CALCULATION OF REGISTRATION FEE


       Title of    Amount to be  Proposed Maximum Proposed Maximum  Amount of
     Securities to  Registered    Offering Price     Aggregate     Registration
     be Registered      (1)         Per Share      Offering Price      Fee
     -------------  -----------  ---------------- ---------------  -----------


     Common Stock,    740,600        $11.6875        $8,655,763     $2,984.75
     no par value
      per share 


          (1)  Maximum number of shares authorized for issuance pursuant to
               the grant of plan share awards or the grant and exercise of
               stock options as follows: (i) options to purchase up to
               370,300 shares of common stock under the Registrant's 1996
               Incentive Stock Option Plan; (ii) options to purchase up to
               158,700 shares of common stock under the Registrant's 1996
               Stock Option Plan for Outside Directors; (iii) plan share
               awards for up to 148,120 shares of common stock under the
               Registrant's 1996 Recognition and Retention Plan for
               Executive Officers and Employees; and (iv) plan share awards
               for up to 63,480 shares of common stock under the
               Registrant's 1996 Recognition and Retention Plan for Outside
               Directors.  This Registration Statement also relates to such 
               indeterminate number of additional shares of Common Stock of
               the Registrant as may be issuable as a result of stock
               splits, stock dividends or similar transactions, as
               described in such Plans.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the SEC are hereby incorporated by
     reference into this Registration Statement:

          (a)  the Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1995;

          (b)  the Registrant's Quarterly Report on Form 10-Q for the       
               quarter ended March 31, 1996;

          (c)  the Registrant's Current Reports on Form 8-K filed on
               February 8, 1996, April 26, 1996, June 13, 1996, July 16,
               1996 and August 1, 1996; and 

          (d)  the description of the Registrant's Common Stock, no par
               value per share, of the Registrant contained in the
               Registrant's Registration Statement on Form 8-A, as filed
               with the Securities and Exchange Commission on August 1,
               1995, to register the Common Stock under Section 12(g) of
               the Securities Exchange Act of 1934, as amended (the
               "Exchange Act").

     In addition, all documents subsequently filed by the Registrant with
     the SEC pursuant to Sections 12, 13(a), 13(c), 14 and 15(d) of the
     Exchange Act after the effective date of this Registration Statement,
     but prior to the filing of a post-effective amendment which indicates
     that all securities offered hereby have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be
     incorporated by reference in this Registration Statement and to be
     part hereof from the respective date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent
     that a statement contained herein or in any other subsequently filed
     document which also is incorporated or is deemed to be incorporated by
     reference herein modified or superseded such statement.  Any such
     statement so modified or superseded shall not be deemed, except as so
     modified or superseded, to constitute a part of this Registration
     Statement.


     ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.



     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.



     Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.


     The objective of the following indemnification provision is to assure
     that indemnification can be invoked by the Registrant for its
     directors, officers, employees and agents and former officers,
     directors, employees and agents who incur expenses in proving their
     honesty and integrity, provided they meet minimum qualifications
     touching upon the concept of wrong doing.

     In accordance with the New Jersey Business Corporation Act (being
     Title 14A of the New Jersey Statutes), Article XI of the Registrant's
     Certificate of Incorporation provides as follows:

                                   ARTICLE XI
                                Indemnification

     The Corporation shall indemnify its officers, directors, employees and
     agents and former officers, directors, employees and agents, and any
     other persons serving at the request of the Corporation as an officer,
     director, employee or agent of another corporation, association,
     partnership, joint venture, trust, or other enterprise, against
     expenses (including attorneys' fees, judgments, fines and amounts paid
     in settlement) incurred in connection with any pending or threatened
     action, suit, or proceeding, whether civil, criminal, administrative
     or investigative, with respect to which such officer, director,
     employee, agent or other person is a party, or is threatened to be
     made a party, to the full extent permitted by the New Jersey Business
     Corporation Act.  The indemnification provided herein (i) shall not be
     deemed exclusive of any other right to which any person seeking
     indemnification may be entitled under any by-law, agreement, or vote
     of shareholders or disinterested directors or otherwise, both as to
     action in his or her official capacity and as to action in any other
     capacity, and (ii) shall inure to the benefit of the heirs, executors,
     and the administrators of any such person.  The Corporation shall have
     the power, but shall not be obligated, to purchase and maintain
     insurance on behalf of any person or persons enumerated above against
     any liability asserted against or incurred by them or any of them
     arising out of their status as corporate directors, officers,
     employees, or agents whether or not the Corporation would have the
     power to indemnify them against such liability under the provisions of
     this article. 

     The Corporation shall, from time to time, reimburse or advance to any
     person referred to in this article the funds necessary for payment of
     expenses, including attorneys' fees, incurred in connection with any
     action, suit or proceeding referred to in this article, upon receipt
     of a written undertaking by or on behalf of such person to repay such
     amount(s) if a judgment or other final adjudication adverse to the
     director or officer establishes that the director's or officer's acts
     or omissions (i) constitute a breach of the director's or officer's
     duty of loyalty to the corporation or its shareholders, (ii) were not
     in good faith, (iii) involved a knowing violation of law, (iv)
     resulted in the director or officer receiving an improper personal
     benefit, or (v) were otherwise of such a character that New Jersey law
     would require that such amount(s) be repaid.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.


     ITEM 8.   EXHIBITS.

               Exhibit Number      Description of Exhibit
               --------------      ----------------------

               4(a)                1996 Incentive Stock Option Plan

               4(b)                1996 Stock Option Plan for Outside
                                   Directors

               4(c)                1996 Recognition and Retention Plan for
                                   Executive Officers and Employees 

               4(d)                1996 Recognition and Retention Plan for
                                   Outside Directors

               5(a)                Opinion of McCarter & English

               23(a)               Consent of KPMG Peat Marwick LLP

               23(b)               Consent of Deloitte & Touche LLP

               23(c)               Consent of McCarter & English (included
                                   in the opinion filed as Exhibit 5(a)
                                   hereto)

               24(a)               Power of Attorney

          
          
     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
     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; 


          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof; and

          (3)  To remove from registration by means of 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 Securities Act of 1933, 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 the time shall be deemed to be the initial bona
     fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing
     provisions, or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

                                     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 of 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 Jersey City,
     State of New Jersey on August 2, 1996.

                         STATEWIDE FINANCIAL CORP. 


                         By:  /s/Victor M. Richel                
                              -------------------
                              Victor M. Richel, 
                              Chairman of the Board, President and 
                              Chief Executive Officer

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

     Name                          Title                    Date
     ----                          -----                    ----

     /s/Victor M. Richel           Chairman of the Board,   August 2, 1996
     -------------------           President and Chief
     Victor M. Richel              Executive Officer


     /s/Bernard F. Lenihan         Senior Vice President    August 2, 1996 
     ---------------------         and Chief Financial
     Bernard F. Lenihan            Officer (Principal
                                   Accounting Officer)


     /s/Maria Ramirez              Director                 August 2, 1996
     ----------------
     Maria Ramirez


     /s/Walter G. Scott            Director                 August 2, 1996
     ------------------
     Walter G. Scott


     /s/Stephen R. Tilton          Director                 August 2, 1996
     --------------------
     Stephen R. Tilton  


     /s/Thomas V. Whelan           Director                 August 2, 1996
     -------------------
     Thomas V. Whelan <PAGE>


              EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
              ---------------------------------------------------

                                       OF
                                       --

                           STATEWIDE FINANCIAL CORP.
                           -------------------------



               Exhibit No.         Name of Document
               -----------         ----------------

               4(a)                1996 Incentive Stock Option Plan

               4(b)                1996 Stock Option Plan for Outside
                                   Directors

               4(c)                1996 Recognition and Retention Plan for
                                   Executive Officers and Employees 

               4(d)                1996 Recognition and Retention Plan for
                                   Outside Directors

               5(a)                Opinion of McCarter & English

               23(a)               Consent of KPMG Peat Marwick LLP

               23(b)               Consent of Deloitte & Touche LLP

               23(c)               Consent of McCarter & English (included
                                   in the opinion filed as Exhibit 5(a)
                                   hereto)

               24(a)               Power of Attorney


     Exhibit 4(a)

                         STATEWIDE FINANCIAL CORP.
                      1996 INCENTIVE STOCK OPTION PLAN

     1.   PURPOSE

     The purpose of the Statewide Financial Corp. (the "Company") 1996
     Incentive Stock Option Plan (the "Plan") is to advance the interests
     of the Company and its shareholders by providing those key employees
     of the Company and its Affiliates, including Statewide Savings Bank,
     S.L.A. (the "Association"), upon whose judgment, initiative and
     efforts the successful conduct of the business of the Company and its
     affiliates largely depends, with additional incentive to perform in a
     superior manner.  A purpose of the Plan is also to attract people of
     experience and ability to the service of the Company and its
     Affiliates.

     2.   DEFINITIONS

          (a)  "Affiliate" means (i) a member of a controlled group of
     corporations of which the Company is a member, and (ii) an
     unincorporated trade or business which is under common control with
     the Company as determined in accordance with Section 414(c) of the
     Internal Revenue Code of 1986, as amended (the "Code"), and the
     regulations issued thereunder.  For purposes hereof, a "controlled
     group of corporations" shall mean a controlled group of corporations
     as defined in Section 1563(a) of the Code determined without regard to
     Section 1563(a)(4) and (e)(3)(C).

          (b)  "Award" means a grant of Non-statutory Stock Options or
     Incentive Stock Options under the provisions of this Plan.

          (c)  "Board of Directors" or "Board" means the Board of Directors
     of the Company.

          (d)  "Committee" means a committee consisting of those members of
     the Compensation/Benefits Committee of the Company who are
     non-employee members of the Board of Directors, all of whom are
     "disinterested persons" as such term is defined" under Rule 16b-3 of
     the Exchange Act, as promulgated by the Securities and Exchange
     Commission.

          (e)  "Common Stock" means the Common Stock of the Company, no par
     value per share.

          (f)  "Date of Grant" means the date an Award granted by the
     Committee is effective pursuant to the terms hereof.

          (g)  "Disability" means the permanent and total inability by
     reason of mental or physical infirmity, or both, of an employee to
     perform the work customarily assigned to him.  Additionally, a medical
     doctor selected or approved by the Board of Directors must advise the
     Committee that it is either not possible to determine when such
     Disability will terminate or that it appears probable that such
     Disability will be permanent during the remainder of said
     participant's lifetime.

          (h)  "Fair Market Value" means, with respect to shares of Common
     Stock, the fair market value as determined by the Committee in good
     faith and in a manner established by the Committee from time to time;
     provided, however, that if the shares of Common Stock are last sale
     reported over the counter securities, then the "fair market value" of
     such shares on any date shall be the average closing price for such
     securities for the five (5) trading days immediately preceding the
     date in question, as reported on the NASDAQ system.

          (i)  "Incentive Stock Option" means an Option granted by the
     Committee to a Participant, which Option is designated by the
     Committee as an Incentive Stock Option pursuant to Section 8 and is
     intended to qualify as an Incentive Stock Option Plan under Section
     422 of the Code.

          (j)  "Non-statutory Stock Option" means an Option granted by the
     Committee to a Participant pursuant to Section 7, which is not
     designated by the Committee as an Incentive Stock Option or which is
     redesignated by the Committee under Section 8.1(6) as a Non-statutory
     Stock Option.

          (k)  "Option" means Award granted under Section 7 or 8.

          (l)  "Participant" means an employee of the Company or its
     affiliates chosen by the Committee to participate in the Plan.

          (m)  "Plan Year(s)" means a calendar year or years commencing on
     or after January 1, 1996.

          (n)  "Retirement" means retirement at the normal or early
     retirement date as set forth in any tax-qualified or non-tax qualified
     retirement plan of the Company or as determined under any retirement
     policy of the Company.

          (o)  "Section 16" means Section 16 of the Securities Exchange Act
     of 1934, as amended, and the rules and regulations thereunder.

          (p)  "Termination for Cause" means termination because of
     participant's intentional failure to perform stated duties, personal
     dishonesty, willful violation of any law, rule regulation (other than
     traffic violations or similar offenses) or final cease and desist
     order.

     3.   ADMINISTRATION

     The Plan shall be administered by the Committee.  The Committee is
     authorized, subject to the provisions of the Plan, to select
     participants, to determine the amount of Awards, to establish the
     terms and conditions of such Awards, to establish such rules and
     regulations as it deems necessary for the proper administration of the
     Plan, subject to Subsection 8, to impose a vesting schedule and to
     make whatever determinations and interpretations in connection with
     the Plan it sees as necessary or advisable.  All determinations and
     interpretations made by the Committee shall be binding and conclusive
     on all Participants in the plan and on their legal representatives and
     beneficiaries.

     4.   TYPES OF AWARDS

     Awards under the Plan may be granted in any one or a combination of
     Non-statutory Stock Options and/or Incentive Stock Options.

     5.   STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 14, the maximum number of
     shares reserved hereby for purchase pursuant to the exercise of
     options granted under the Plan shall not exceed 370,300 shares of
     Common Stock of the Company.  These shares of Common Stock may be
     either authorized but unissued shares or shares previously issued and
     reacquired by the Company.  To the extent that options granted under
     the Plan terminate, expire or are canceled without having been
     exercised, new awards may be made with respect to these shares.

     6.   ELIGIBILITY

     Officers and other employees of the Company or its affiliates shall be
     eligible to receive Awards and Directors who are not employees or
     officers of the Company or its affiliates shall not be eligible to
     receive Awards under the Plan.

     7.   NON-STATUTORY STOCK OPTIONS

          7.1  Grant of Non-statutory Stock Options.
               -------------------------------------

          The Committee may, from time to time, grant Non-statutory Stock
          Options to eligible employees and upon such terms and conditions
          as the Committee may determine, and may grant Non-statutory Stock
          Options in exchange for and upon surrender of previously granted
          Awards under this Plan.  Non-statutory Stock Options granted
          under this Plan are subject to the following terms and
          conditions:

               (a)  Price.  The purchase price per share of Common Stock
               deliverable upon the exercise of each Non-statutory Stock
               Option shall be determined by the Committee on the date the
               options granted.  Such purchase price shall not be less than
               100% of the Fair Market Value of the Company's Common Stock
               on the Date of Grant.  Shares may be purchased only upon
               full payment of the purchase price.  Payment of the purchase
               price may be made, in whole or in part, through the
               surrender of shares of the Common Stock of the Company at
               the Fair Market Value of such shares on the date of
               surrender.

               (b)  Terms of Options.  The term during which each
               Non-statutory Stock Option may be exercised shall be
               determined by the Committee, but in no event shall a
               Non-statutory Stock Option be exercisable in whole or in
               part more than 10 years from the Date of Grant.

               (c)  Termination of Employment.  Except as provided in
               Section 7.1(d) hereof, unless otherwise determined by the
               Committee, upon the termination of a Participant's service
               for any reason other than Disability, death or Termination
               for Cause, the Participant's Non-statutory Stock Options
               shall be exercisable only as to those shares which were
               immediately exercisable by the participant at the date of
               termination and only for a period of three months following
               termination.  Notwithstanding any provision set forth herein
               nor contained in any Agreement relating to the award of an
               Option, in the event of Termination for Cause, all rights
               under the Participant's Non-statutory Stock Options shall
               expire upon termination.  In the event of death or
               termination of service as a result of Disability of any
               Participant, all Non-statutory Stock Options held by the
               Participant, whether or not exercisable at such time, shall
               be exercisable by the Participant or his legal
               representatives or beneficiaries of the Participant for one
               year or such longer period as determined by the Committee
               following the date of the Participant's death or termination
               of employment due to Disability, provided that in no event
               shall the period extend beyond the expiration of the
               Non-statutory Stock Option term.

               (d)  Exception for Retirement.  Notwithstanding the general
               rule contained in Section 7.1(c) above, all options which
               have become fully vested under the terms of Section 9 hereof
               held by a Recipient whose employment with the Company or an
               Affiliate terminates due to Retirement may be exercised for
               the lesser of (i) the remaining term of the option, or (ii)
               12 months.  Any Incentive Stock Option exercised more than 3
               months after a Participant's retirement will be treated as a
               Non-statutory Stock Option.

     8.   INCENTIVE STOCK OPTIONS

          8.1  Grant of Incentive Stock Options.
               ---------------------------------

          The Committee may, from time to time, grant Incentive Stock
          Options to eligible employees.  Incentive Stock Options granted
          pursuant to the Plan shall be subject to the following terms and
          conditions:

               (a)  Price.  The purchase price per share of Common Stock
               deliverable upon the exercise of each Incentive Stock Option
               shall be not less than 100% of the Fair Market Value of the
               Company's Common Stock on the Date of Grant.  However, if a
               Participant owns stock possessing more than 10% of the total
               combined voting power of all classes of Common Stock of the
               Company, the purchase price per share of Common Stock
               deliverable upon the exercise of each Incentive Stock Option
               shall not be less than 110% of the Fair Market Value of the
               Company's Common Stock on the Date of Grant.  Shares may be
               purchased only upon payment of the full purchase price. 
               Payment of the purchase price may be made, in whole or in
               part, through the surrender of shares of the Common Stock of
               the Company at the Fair Market Value of such shares on the
               date of surrender.

               (b)  Amounts of Options.  Incentive Stock Options may be
               granted to any eligible employee in such amounts as
               determined by the Committee.  In the case of an option
               intended to qualify as an Incentive Stock Option, the
               aggregate Fair Market Value (determined as of the time the
               option is granted) of the Common Stock with respect to which
               Incentive Stock Options granted are exercisable for the
               first time by the Participant during any calendar year shall
               not exceed $100,000.  The provisions of this Section 8.1(b)
               shall be construed and applied in accordance with Section
               422(d) of the Code and the regulations, if any, promulgated
               thereunder.  To the extent an award is in excess of such
               limit, it shall be deemed a Non-statutory Stock Option.  The
               Committee shall have discretion to redesignate options
               granted as Incentive Stock Options as Non-statutory options. 

               (c)  Terms of Options.  The term during which each Incentive
               Stock Option may be exercised shall be determined by the
               Committee, but in no event shall an Incentive Stock Option
               be exercisable in whole or in part more than 10 years from
               the Date of Grant.  If at the time an Incentive Stock Option
               is granted to an employee, the employee owns Common Stock
               representing more than 10% of the total combined voting
               power of the Company (or, under Section 422(d) of the Code,
               is deemed to own Common Stock representing more than 10% of
               the total combined voting power of all such classes of
               Common Stock, by reason of the ownership of such classes of
               Common Stock, directly or indirectly, by or for any brother,
               sister, spouse, ancestor or lineal descendent of such
               employee, or by or for any corporation, partnership, estate
               or trust of which such employee is a shareholder, partner or
               beneficiary), the Incentive Stock Option granted to such
               employee shall not be exercisable after the expiration of
               five years from the Date of Grant. No Incentive Stock Option
               granted under this Plan is transferable except by will or
               the laws of descent and distribution and is exercisable in
               his lifetime only by the Participant to whom it is granted.

               (d)  Termination of Employment.  Except as provided in
               Section 8.1(e) hereof, upon the termination of a
               Participant's service for any reason other than Disability,
               death or Termination for Cause, the Participant's Incentive
               Stock Options shall be exercisable by the Participant at the
               date of termination and only for a period of three months
               following termination.  Notwithstanding any provisions set
               forth herein nor contained in any Agreement relating to an
               award of an Option, in the event of Termination for Cause
               all rights under the Participant's Incentive Stock Options
               shall expire immediately upon termination.

               Unless otherwise determined by the Committee, in the event
               of death or termination of service as a result of Disability
               of any Participant, all Incentive Stock Options held by such
               Participant, whether or not exercisable at such time, shall
               be exercisable by the Participant or the participant's legal
               representatives or beneficiaries of the Participant for one
               year following the date of the participant's death or
               termination of employment as a result of Disability.  In no
               event shall the exercise period extend beyond the expiration
               of the Incentive Stock Option term.

               (e)  Exception for Retirement.  Notwithstanding the general
               rule contained in Section 8.1(d) above, all options which
               have become fully vested under the terms of Section 9 hereof
               held by a Participant whose employment with the Company or
               an Affiliate terminates due to Retirement may be exercised
               for the lesser of (i) the remaining term of the option or
               (ii) 12 months.  Any Incentive Stock Option exercised more
               than 3 months after a Participant's Retirement will be
               treated as a Non-statutory Stock Option.

               (f)  Compliance with Code.  The options granted under this
               Section 8 of the Plan are intended to qualify as incentive
               stock options within the meaning of Section 422 of the Code,
               but the Company makes no warranty as to the qualification of
               any option as an incentive stock option within the meaning
               of Section 422 of the Code.

     9.   VESTING REQUIREMENTS

     Notwithstanding anything contained in Section 3 hereof, in compliance
     with the regulations of the Office of Thrift Supervision, all options
     granted hereunder, whether under Section 7 or Section 8, shall be
     subject to the following minimum vesting schedule:

     All options shall be subject to a five-year vesting schedule, vesting
     20 percent a year, with vesting commencing on the first anniversary of
     the date of grant.  By the fifth anniversary of the date of grant, all
     options shall have vested; provided, however, that in the event of a
     participant's disability or death, all options then held by such
     participant or his estate shall become immediately exercisable for the
     terms set forth in Sections 7 and 8 hereof.  

     The Committee shall have the authority in its discretion, to impose
     greater vesting requirements than those set forth above.

     10.  SURRENDER OPTION

     In the event of a Participant's termination of employment as a result
     of death, disability or Retirement, the Participant (or the
     Participant's personal representative(s), heir(s), or devisee(s)) may,
     in a form acceptable to the Committee, make application to surrender
     all or part of options held by such Participant in exchange for a cash
     payment from the Company of an amount equal to the difference between
     the Fair Market Value of the Common Stock on the date of termination
     of employment and the exercise price per share of the option on the
     Date of Grant.  Although it is anticipated that the Committee will not
     unreasonably object to such an application, whether the Committee
     accepts such application or determines to make payment, in whole or
     part is within its absolute and sole discretion, it being expressly
     understood that the Committee is under no obligation to any
     Participant whatsoever to make such payments.  In the event that the
     Committee accepts such application and the Company determines to make
     payment, such payment shall be in lieu of the exercise of the
     underlying option and such option shall be canceled.
       
     11.  RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY

     No Participant shall have any rights as a shareholder with respect to
     any shares covered by a Non-statutory and/or Incentive Stock Option
     until the date of issuance of a stock certificate for such shares. 
     Nothing in this Plan or in any Award granted confers on any person any
     right to continue in the employ of the Company or its Affiliates or to
     continue to perform services for the Company or its Affiliates or
     interferes in any way with the right of the Company or its Affiliates
     to terminate a Participant's services as an officer or other employee
     at any time.

     No Award under the Plan shall be transferable by the Participant other
     than by will or the laws of descent and distribution and may only be
     exercised during his lifetime by the Participant or by a guardian or
     legal representative.

     12.  AGREEMENT WITH GRANTEES

     Each Award of Options will be evidenced by a written agreement,
     executed by the Participant and the Company which describes the
     conditions for receiving the Awards including the date of Award, the
     exercise price, applicable vesting and exercise periods, and any other
     terms and conditions as may be required by the Board of Directors or
     applicable securities law.

     13.  DILUTION AND OTHER ADJUSTMENTS

          a)  In the event of any change in the outstanding shares of
     Common Stock of the Company by reason of any stock dividend or split,
     recapitalization, combination or exchange of shares, or other similar
     corporate change, or other increase or decrease in such shares without
     receipt or payment of consideration by the Company, the Committee will
     make such adjustments to previously granted Awards, to prevent
     dilution or enlargement of the rights of the Participant, including
     any or all of the following:

          (a)  adjustments in the aggregate number or kind of shares of
               Common Stock which may be awarded under the Plan; 

          (b)  adjustments in the aggregate number or kind of shares of
               Common Stock covered by Awards already made under the Plan;
               and/or

          (c)  adjustments in the purchase price of outstanding Incentive
               and/or Non-statutory Stock Options, or any Limited Rights
               attached to such options.

     No such adjustments may, however, materially change the value of
     benefits available to a Participant under a previously granted Award.

          b)  In the event of a consolidation, reorganization, merger or
     sale of all or substantially all of the assets of the Company in which
     outstanding shares of Common Stock are exchanged for securities, cash
     or other property of any other corporation or business entity or in
     the event of a liquidation of the Company, the Committee and the Board
     of Directors will take one or more of the following actions, as to
     outstanding options:  (i) provide that such options shall be assumed,
     or equivalent options shall be substituted, by the acquiring or
     succeeding corporation (or an affiliate thereof), provided that any
     such options substituted for Incentive Stock Options shall meet the
     requirements of Section 424(a) of the Code, or (ii) in the event of a
     merger under the terms of which holders of the Common Stock of the
     Company will receive upon consummation thereof a cash payment for each
     share surrendered in the merger (the "Merger Price"), make or provide
     for a cash payment to the Participants equal to the difference between
     (A) the Merger Price times the number of shares of Common Stock
     subject to such outstanding Options (to the extent then exercisable at
     prices not in excess of the Merger Price) and (B) the aggregate
     exercise price of all such outstanding Options in exchange for the
     termination of such Options.

     14.  TAX WITHHOLDING

     The Participant shall pay to the Company, or make provision
     satisfactory to the Committee for payment of, any taxes required by
     law to be withheld in respect of options under the Plan no later than
     the date of the event creating the tax liability.  In the Committee's
     sole discretion, a Participant (other than a Participant subject to
     Section 16, who shall be subject to the following sentence) may elect
     to have such tax obligations paid, in whole or in part, in shares of
     Common Stock, including shares retained from the option creating the
     tax obligation.  With respect to Participants subject to Section 16,
     upon the issuance of shares of Common Stock in respect of an option,
     such number of shares issuable shall be reduced by the number of
     shares necessary to satisfy such Participant's federal, and where
     applicable, state withholding tax obligations. For withholding tax
     purposes, the value of the shares of Common Stock shall be the Fair
     Market Value on the date the withholding obligation is incurred.  The
     Company may, to the extent permitted by law, deduct any such tax
     obligations from any payment of any kind otherwise due to the
     Participant.

     15.  AMENDMENT OF THE PLAN

     The Committee may at any time, and from time to time, modify or amend
     the Plan in any respect; provided that shareholder approval shall be
     required for any such modification or amendment which:

          (a)  materially increases the maximum number of shares for which
               options may be granted under the Plan (subject, however, to
               the provisions of Section 13 hereof);

          (b)  reduces the exercise price at which Awards may be granted
               (subject, however, to the provisions of Section 13 hereof);

          (c)  extends the period during which options may be granted or
               exercised beyond the times originally prescribed; or 

          (d)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to
     subsections (a) through (d) of this Section by shareholders shall be
     effective only as to the specific amendment or modification requiring
     such ratification.  Other provisions, sections, and subsections of
     this Plan will remain in full force and effect.

     No such termination, modification or amendment may affect the rights
     of a Participant under an outstanding Award.

     16.  APPROVAL AND EFFECTIVE DATE OF PLAN

     Pursuant to OTS regulations, if the Plan is to be implemented on or
     before September 29, 1996, the Plan must be approved by a majority of
     the shares eligible to be voted at a meeting of the Company's
     stockholders and then submitted to the OTS for its review and
     approval.  This Plan will be effective as of the first day after its
     approval by the Company's stockholders and the OTS, assuming it is so
     approved.  If the Plan receives the approval of less than a majority
     of the shares eligible to be voted at such meeting, but receives the
     approval of a majority of the shares actually voted at the meeting,
     the Plan will be effective as of October 1, 1996.

     17.  TERMINATION OF THE PLAN

     The right to grant Awards under the Plan will terminate ten (10) years
     after the Effective Date of the Plan.  The Board of Directors has the
     right to suspend or terminate the Plan at any time, provided that no
     such action will, without the consent of a Participant, adversely
     affect his rights under a previously granted Award.

     18.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     19.  COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT 

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent any provisions of the Plan or action by
     the Committee fail to so comply, it shall be deemed null and void, to
     the extent permitted by law and deemed advisable by the Committee.

     Notwithstanding any other provision of the Plan, in order to qualify
     for the exemption provided by Rule 16b-3 of the Act, any Common Stock
     acquired by a Participant subject to Section 16 of the Act (a "Section
     16 Participant") upon exercise of an Option the common stock acquired
     may not be sold for six (6) months after the date of grant of the
     Option.

     Exhibit 4(b)


                           STATEWIDE FINANCIAL CORP.
                  1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS


     I.   PURPOSES

     The purposes of the Statewide Financial Corp. (the "Company") 1996
     Stock Option Plan for Outside Directors of the Company and its
     affiliates, including the outside directors of Statewide Savings Bank,
     S.L.A. (the "Association") (the "Directors' Option Plan" or the
     "Plan") are to promote the growth and profitability of the Company and
     the Association by providing outside directors of the Company and its
     affiliates with an incentive to achieve long-term objectives of the
     Company and to attract and retain non-employee directors of
     outstanding competence by providing such outside directors with an
     opportunity to acquire an equity interest in the Company. 

     II.  GRANT OF OPTIONS

          (a)  Initial Grant.  Each outside director (for purposes of this
     Directors' Option Plan, the term "Outside Director" shall mean a
     member of the Board of Directors of the Company (the "Board") or any
     of its affiliates who is not also serving as a full-time employee of
     the Company or any of its affiliates), who is serving in such capacity
     on the date of the Company's initial public offering and at the
     effective date of this Directors' Option Plan, is hereby granted
     non-statutory stock options to purchase 26,450 shares of common stock
     of the Company ("Common Stock"). 

     The purchase price per share of the Common Stock deliverable upon the
     exercise of each non-statutory stock option shall be the Fair Market
     Value, as defined in Section II(d), of the Common Stock on the date of
     grant.  The effective date of these initial grants shall be the
     effective date of the Directors' Option Plan as defined in Section V
     hereof ("Effective Date").

          (b)  Grants to Subsequent Outside Directors.  To the extent
     options are available for grant under the Directors' Option Plan, each
     outside director who is first appointed as a director of the Company
     subsequent to the Effective Date (a "Subsequent Outside Director") is
     hereby granted, as of the date on which such Subsequent Outside
     Director is qualified and first begins to serve, non-statutory stock
     options to purchase 26,450 shares of Common Stock, subject to
     adjustment pursuant to Section IV, or to purchase such lesser number
     of shares of Common Stock as remain in this Directors' Option Plan.

     The purchase price per share of the Common Stock deliverable upon
     exercise of such option shall equal the Fair Market value of the
     Common Stock on the date of the grant of this option as determined
     under paragraph (d) of this Section II.

     If options for sufficient shares are not available under the
     Directors' Option  Plan to fulfill the grant under Section II(b)
     hereof to any Subsequent Outside Director first elected subsequent to
     the Effective Date, and thereafter options become available under the
     Directors' Option Plan, such Subsequent Outside Director shall then
     receive options to purchase an amount of shares of Common Stock
     determined by dividing equally among each Subsequent Outside Director,
     options for the number of shares then available under the Outside
     Directors' Plan, not to exceed options for shares with the values set
     forth in the preceding two paragraphs with respect to Subsequent
     Outside Directors, subject to adjustment under Section IV as
     appropriate.  The date of grant shall be the date options for such
     shares become available.  The purchase price per share of the Common
     Stock deliverable upon exercise of  such options shall equal the Fair
     Market Value of the Common Stock on the date the option is granted as
     determined under the paragraph (d) of this Section II.

          (c)  Ineligibility.  An option under the Directors' Option Plan
     shall not be granted to any Outside Director who at any previous time
     was an employee of either the Company or the Association and in such
     capacity was eligible to receive any options to purchase Common Stock.

          (d)  Fair Market Value.  "Fair Market Value" means, with respect
     to shares of Common Stock, the fair market value as determined by the
     Committee in good faith and in a manner established by the Committee
     from time to time; provided, however, if the shares of Common Stock
     are last sale reported over the counter securities, then the "fair
     market value" of such shares on any date shall be the average closing
     price for such securities for the five (5) trading days immediately
     preceding the date in question, as reported on the NASDAQ system.


     III. TERMS AND CONDITIONS

          (a)  Option Agreement.  Each option shall be evidenced by a
     written option agreement between the Company and the recipient
     specifying the numbers of shares of Common Stock that may be acquired
     through its exercise and containing such other terms and conditions
     which are not inconsistent with the terms of this grant.

          (b)  Vesting.  Each option granted pursuant to Section II(a) or
     (b) hereof shall become exercisable in five annual installments of
     twenty percent (20%).  The first installment of options granted
     pursuant to Section II(a) or (b) shall vest one year from the date of
     grant.

          (c)  Manner of Exercise.  The option, when vested, may be
     exercised from time to time, in whole or in part, by delivering a
     written notice of exercise to the Chief Financial Officer of the
     Company signed by the recipient.  Such notice is irrevocable and must
     be accompanied by full payment of the exercise price (as determined
     under Section II(a) or (b) hereof) in cash or shares of previously
     acquired Common Stock at the Fair Market Value of such shares
     determined on the exercise date.

          (d)  Transferability.  Each option granted hereby may be
     exercised only by the recipient to whom it is issued, or in the event
     of the Outside Director's death, his or her personal representative(s)
     or designee(s), heir(s) or devisee(s) pursuant to the terms of Section
     III(e) hereof or as otherwise provided by Rule 16b-3 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

          (e)  Termination of Service.  Upon the termination of a
     recipient's service for any reason other than Disability or death, the
     recipient's stock options shall be exercisable only as to those shares
     which were immediately exercisable by the recipient at the date of
     termination of service.  Unless such termination of service was for
     cause, such options shall remain exercisable for the lesser of (i) the
     remaining term of the option or (ii) 12 months.  If a recipient is
     removed for cause, all options granted to such recipient hereunder
     shall immediately terminate.

     In the event of death or termination of service due to Disability of
     any recipient, all stock options held by such recipient, whether or
     not exercisable at such time, shall become immediately exercisable by
     the recipient or the recipient's legal representatives or
     beneficiaries and shall remain exercisable by the recipient or his/her
     estate for the lesser of (i) the remaining term of the option or (ii)
     12 months.

     For purposes of this Plan, "Disability" means the permanent  and total
     inability by reason of mental or physical infirmity, or both, of an
     outside director to participate in the work of the Board and any
     Committees thereof to which he/she may be assigned, including
     attending meetings of the Board and such Committees.  Additionally, a
     medical doctor selected or approved by the Board of Directors must
     advise the Board that it is either not possible to determine when such
     disability will terminate or that it appears probable that such
     disability will be permanent during the remainder of said recipient's
     lifetime.  "Cause" means the removal of an Outside Director or
     Subsequent Outside Director because of a material loss to the Company
     or one of its affiliates caused by the Outside Director or Subsequent
     Outside Director's personal dishonesty, willful misconduct, any breach
     of fiduciary duty involving personal profit, intentional failure to
     perform stated duties, or the willful violation of any law, rule or
     regulation (other than traffic violations or similar offenses) or
     final cease and desist order.

          (f)  Termination of Option.  Options shall expire one hundred and
     twenty (120) months following the date of grant.

     IV.  COMMON STOCK SUBJECT TO THE DIRECTORS' OPTION PLAN

          (a)  Subject to adjustment as provided in paragraph (b) hereof,
     the maximum number of shares reserved hereby for purchase pursuant to
     the exercise of options granted under the Plan shall not exceed
     158,700 shares of Common Stock of the Company.  These shares of Common
     Stock may be either authorized but unissued shares or shares
     previously issued and reacquired by the Company.  To the extent that
     options granted under the Plan terminate, expire or are canceled
     without having been exercised, new awards may be made with respect to
     these shares. 

          (b)  In the event of any change or changes in the outstanding
     Common Stock of the Company effected without receipt of consideration
     by the Company or payment of consideration by the Company, such as by
     any stock dividend or split, recapitalization, reorganization,
     combination or any similar corporate change, or other increase or
     decrease in such shares the number of shares of Common Stock which may
     be issued under this Directors' Option Plan, the number of shares of
     Common Stock subject to options granted under this Directors' Option
     Plan and the option price of such options, shall be automatically
     adjusted to prevent dilution or enlargement of the rights granted to
     recipient under the Directors' Option Plan.

          (c)  In the event of a consolidation, merger, reorganization or
     sale of all or substantially all of the assets of the Company in which
     outstanding shares of Common Stock are exchanged for securities, cash
     or other property of any other corporation or business entity or in
     the event of a liquidation of the Company (collectively an
     "Extraordinary Event"), the following rules shall apply:  (i) holders
     of Options shall continue to have the right to exercise their
     unexercised but currently exercisable Options on or before the day
     before the date of consummation of the Extraordinary Event, (ii) if
     any Option holders shall not have exercised their Options on or before
     the date of such consummation and if, under the terms of the
     Extraordinary Event holders of the Common Stock of the Company will
     receive upon consummation thereof payment in cash, securities or other
     property (the "Event Payment") for each share surrendered in the
     Extraordinary Event (the "Event Price"), then an Event Payment equal
     to the difference between (A) the Event Price times the number of
     shares of Common Stock subject to each Non-Employee Director's
     outstanding Options (to the extent then exercisable at prices not in
     excess of the Event Price) and (B) the aggregate exercise price of all
     such outstanding Options shall be made to each Non-Employee Director
     in exchange for the termination of such Options, (iii) notwithstanding
     the foregoing provisions of clause (ii), if the Extraordinary Event
     involves an exchange by the acquiring party solely of its voting
     securities in a reorganization pursuant to which holders of the Common
     Stock will not recognize gain or loss on the exchange of such
     securities until such holders dispose of the new voting securities
     acquired in such exchange, then the acquiring party shall have the
     right to provide that such Options shall be assumed, or equivalent
     options shall be substituted by the acquiring or succeeding
     corporation (or an affiliate thereof); provided that the Non-Employee
     Director shall not, as a result of such provision, be required to
     recognize gain or loss on the exchange of Options, (iv) in no event
     shall the operation of the foregoing provisions be permitted to cause
     the Non-Employee Director or the Plan to fail to comply with Rule
     16b-3 of the Act, and (v) in the unlikely event any Options shall
     remain outstanding after giving effect to the foregoing provisions
     such Options shall terminate on the date the Extraordinary Event is
     consummated. 

     V.   APPROVAL AND EFFECTIVE DATE OF THE PLAN

     Pursuant to OTS regulations if the Plan is to be implemented on or
     before September 29, 1996, the Plan must be approved by a majority of
     the shares eligible to be voted at a meeting of the Company's
     stockholders at which the Plan is submitted for stockholder approval
     and by the OTS.  The Plan will become effective upon the first day it
     is so approved by the stockholders and the OTS.  If the Plan receives
     the approval of less than a majority of the shares eligible to be
     voted at such meeting, but receives the approval of a majority of the
     shares actually voted at the meeting, the Plan will be effective as of
     October 1, 1996.

     VI.  TERMINATION OF THE PLAN

     The right to grant options under the Directors' Option Plan will
     terminate automatically ten years after the Effective Date of the
     Plan.  A majority of the outstanding shares of the Common Stock
     entitled to vote is required to terminate the Directors' Option Plan
     for any other reason; provided, however, no such termination shall,
     without the consent of the affected recipient, affect such recipient's
     rights under a previously granted option.

     VII. TAXES

     There may be deducted from each distribution of Common Stock under the
     Plan sufficient amounts to cover for any applicable tax obligations
     incurred as a result of the exercise of options under the Plan.  

     VIII.     AMENDMENT OF THE PLAN

          The Directors' Option Plan may be amended form time to time by
     the Board of Directors of the Company provided that Sections II and
     III hereof shall not be amended more than once every six months other
     than to comport with the Internal Revenue Code of 1986, as amended, or
     the Employee Retirement Income Security Act of 1974, as amended, or
     the rules thereunder.  Except as provided in Section IV hereof, rights
     and obligations under any option granted before an amendment shall not
     be altered or impaired by such amendment without the written consent
     of the optionee.  If any amendment would require shareholder approval
     under Rule 16(b)-3, such amendment shall be presented to shareholders
     for ratification, provided, however, that the failure to obtain
     shareholder ratification shall not affect the validity of this Plan as
     so amended and the options granted thereunder.

     IX.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     X.   COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent that any provision of the Plan fails to
     so comply, such provision shall be deemed null and void, to the extent
     permitted by law.  Notwithstanding any other provision of the Plan, in
     order to qualify for the exemption provided by Rule 16b-3 under the
     Exchange Act, any Common Stock acquired by a Non-Employee Director
     upon exercise of an Option may not be sold for six (6) months after
     the date of grant of the Option.  The Committee shall have no
     authority to take any action if the authority to take such action, or
     the taking of such action, would disqualify the Plan from the
     exemption provided by Rule 16b-3 under the Act.


     Exhibit 4(c)

                           STATEWIDE FINANCIAL CORP.
                      1996 RECOGNITION AND RETENTION PLAN
                      FOR EXECUTIVE OFFICERS AND EMPLOYEES

     1.   PURPOSE

     The purpose of the Statewide Financial Corp. (the "Company") 1996
     Recognition and Retention Plan for Executive Officers and
     Employees(the "Plan") is to advance the interests of the Company and
     its shareholders by providing those key employees of the Company and
     its Affiliates, including Statewide Savings Bank, S.L.A. (the
     "Association"), upon whose judgment, initiative and efforts the
     successful conduct of the business of the Company and its affiliates
     largely depends, with additional incentive to perform in a superior
     manner.  A purpose of the Plan is also to attract people of experience
     and ability to the service of the Company and its Affiliates.

     2.   DEFINITIONS

          (a)  "Affiliate" means (i) a member of a controlled group of
     corporations of which the Company is a member, and (ii) an
     unincorporated trade or business which is under common control with
     the Company as determined in accordance with Section 414(c) of the
     Internal Revenue Code of 1986, as amended (the "Code"), and the
     regulations issued thereunder.  For purposes hereof, a "controlled
     group of corporations" shall mean a controlled group of corporations
     as defined in Section 1563(a) of the Code determined without regard to
     Section 1563(a)(4) and (e)(3)(C).

          (b)  "Award" means a grant of Restricted Stock under the
     provisions of this Plan.

          (c)  "Board of Directors" or "Board" means the Board of Directors
     of the Company.

          (d)  "Committee" means a committee consisting of those members of
     the Compensation/Benefits Committee of the Company who are
     non-employee members of the Board of Directors, all of whom are
     "disinterested persons" as such term is defined" under Rule 16b-3 of
     the Exchange Act, as promulgated by the Securities and Exchange
     Commission.

          (e)  "Common Stock" means the common stock of the Company, no par
     value per share.

          (f)  "Date of Grant" means the date an Award granted by the
     Committee is effective pursuant to the terms hereof.

          (g)  "Disability" means the permanent and total inability by
     reason of mental or physical infirmity, or both, of an employee to
     perform the work customarily assigned to him.  Additionally, a medical
     doctor selected or approved by the Board of Directors must advise the
     Committee that it is either not possible to determine when such
     Disability will terminate or that it appears probable that such
     Disability will be permanent during the remainder of said
     participant's lifetime.

          (h)  "Participant" means an employee of the Company or its
     affiliates chosen by the Committee to participate in the Plan.

          (i)  "Restricted Stock" means shares of the Common Stock granted
     hereunder and subject to the restrictions of Sections 6.2 and 6.3
     hereof.

          (j)  "Restriction Period" shall mean the period of time during
     which the Restricted Stock is subject to the restrictions of the Plan,
     to be set at the Committee's discretion subject to Section 6.3 hereof.

          (k)  "Retirement" means retirement at the normal or early
     retirement date as set forth in any tax-qualified or non-tax qualified
     retirement plan of the Company or as determined under any retirement
     policy of the Company.

          (l)  "Section 16" means Section 16 of the Securities Exchange Act
     of 1934, as amended, and the rules and regulations thereunder.

     3.   ADMINISTRATION

     The Plan shall be administered by the Committee.  The Committee is
     authorized, subject to the provisions of the Plan, to select
     participants, to determine the amount of Awards, to establish the
     terms and conditions of such Awards, to establish such rules and
     regulations as it deems necessary for the proper administration of the
     Plan and to make whatever determinations and interpretations in
     connection with the Plan it deems necessary or advisable.  All
     determinations and interpretations made by the Committee shall be
     binding and conclusive on all Participants in the plan and on their
     legal representatives and beneficiaries.

     4.   STOCK SUBJECT TO THE PLAN

     The maximum number of shares reserved for issuance pursuant to Awards
     hereunder is 148,120 shares of Common Stock of the Company, subject to
     adjustment pursuant to Section 6.5 hereof.  These shares of Common
     Stock may be either authorized but unissued shares or shares
     previously issued and reacquired by the Company.  To the extent that
     Awards granted under the Plan are canceled prior to the end of their
     applicable Restriction Period, new Awards may be made with respect to
     these shares.

     5.   ELIGIBILITY

     Officers and other employees of the Company or its Affiliates shall be
     eligible to receive Awards and Directors who are not employees or
     officers of the Company or its affiliates shall not be eligible to
     receive Awards under the Plan.    

     6.   GRANTS OF RESTRICTED STOCK

          6.1  Awards
               ------

          Each Participant shall execute and deliver to the Committee an
          agreement as required under Section 8, an escrow agreement
          satisfactory to the Committee and the appropriate blank stock
          powers with respect to the Restricted Stock covered by such
          agreements.  The Committee shall then cause stock certificates
          registered in the name of the Participant to be issued and
          deposited together with the stock powers with an escrow agent to
          be designated by the Committee.  The Committee shall cause the
          escrow agent to issue to the Participant a receipt evidencing any
          stock certificate held by it registered in the name of the
          Participant.

          6.2  Restrictions
               ------------

          (a)  Restricted Stock awarded to a Participant shall be subject
          to the following restrictions until the expiration of the
          Restriction Period:  (i) a Participant shall be issued, but shall
          not be entitled to delivery of the stock certificate; (ii) the
          shares of Common Stock shall be subject to the restrictions on
          transferability set forth in Section 7; (iii) the shares of
          Common Stock shall be forfeited and the stock certificates shall
          be returned to the Company and all rights of the Participant to
          such shares and as a shareholder shall terminate without further
          obligation on the part of the Company when a Participant leaves
          the employ of the Company, except in the case of Disability or
          death; and (iv) any other restrictions which the Committee may
          determine in advance are necessary or appropriate, including
          termination of Restricted Stock Awards to Grantees other than
          Employees.

          (b)  The Committee shall have the authority to remove any or all
          of the restrictions on the Restricted Stock whenever it may
          determine that, by reason of changes in applicable laws or other
          changes in circumstances arising after the date of the Restricted
          Stock Award, such action is appropriate.

          6.3  Restriction Period
               ------------------

          Notwithstanding anything contained in Section 3 hereof, in
          compliance with the regulations of the Office of Thrift
          Supervision, all Awards granted hereunder, shall be subject to
          the following minimum Restriction Period:

          All Awards shall be subject to a five-year Restriction Period,
          with restrictions lapsing on 20 percent of the Restricted Stock
          per year, commencing on the first anniversary of the date of the
          Award.  Common Stock on which restrictions have lapsed shall not
          be subject to the provisions of Section 6.2 hereof.  By the fifth
          anniversary of the date of grant, all restrictions shall have
          lapsed, provided, however, that in the event of a Participant's
          Disability or death, the remaining Restriction Period for any
          Award shall lapse and the shares of Common Stock held by such
          Participant shall become unrestricted.  

          The Committee shall have the authority in its discretion, to
          impose a greater Restriction Period for any Award than those set
          forth above.

          6.4  Delivery of Shares of Common Stock
               ----------------------------------

          At the expiration of the Restriction Period, a stock certificate
          evidencing the Restricted Stock with respect to which the
          Restriction Period has expired (to the nearest full share) shall
          be delivered without charge to the Participant or his personal
          representative free of all restrictions under the Plan.

          6.5  Dilution and Adjustments
               ------------------------

          (a)  In the event of any change or changes in the outstanding
          Common Stock of the Company is effected without receipt of
          consideration by the Company or payment of consideration by the
          Company, such as by any stock dividend or split,
          recapitalization, reorganization, combination or any similar
          corporate change, or other increase or decrease in such shares,
          the number of shares of Common Stock which may be issued under
          this Plan shall be automatically adjusted.

          (b)  In the event of a consolidation, merger, reorganization or
          sale of all or substantially all of the assets of the Company in
          which outstanding shares of Common Stock are exchanged for
          securities, cash or other property or any other corporation or
          business entity (the "Surviving Corporation"), the Committee and
          the Board of Directors will provide that this Plan be assumed by
          the Surviving Corporation in such transaction, and that shares of
          the common stock of such Surviving Corporation shall be issued in
          exchange for shares of Common Stock subject to Awards hereunder
          and still subject to the restrictions of Section 6.2.  Such
          replacement shares will remain subject to the restrictions of
          Section 6.2 for their remaining Restriction Period.  The number
          of replacement shares issued in exchange for the Common Stock
          will be determined based upon the per share price paid all
          shareholders of the Company by the Surviving Corporation.

     7.   NONTRANSFERABILITY

     Nothing in this Plan or in any Award granted confers on any person any
     right to continue in the employ of the Company, the Association or its
     Affiliates or to continue to perform services for the Company, the
     Association or its Affiliates or interferes in any way with the right
     of the Company or its Affiliates to terminate a Participant's services
     as an officer or other employee at any time.

     No Restricted Stock subject to an Award under the Plan shall be
     transferable by the participant other than by will or the laws of
     descent and distribution and may only be exercised during his lifetime
     by the Participant or by a guardian or legal representative.

     8.   AGREEMENT WITH PARTICIPANTS

     Each Award will be evidenced by a written agreement, executed by the
     Participant and the Company which describes the conditions for
     receiving the Awards including the date of Award, the applicable
     Restriction Period, and any other terms and conditions as may be
     required by the Board of Directors or applicable securities law.

     9.   TAX WITHHOLDING

     Whenever shares of Common Stock are to be issued or delivered pursuant
     to the Plan, the Company shall have the right, in its sole discretion,
     to either (i) require the Participant to remit to the Company or (ii)
     withhold from any salary, wages or other compensation payable by the
     Company to the Participant, an amount sufficient to satisfy federal,
     state, and local withholding tax requirements prior to the delivery of
     any certificate or certificates for such shares.  Whenever payments
     are to be made in cash, such payments shall be net of an amount
     sufficient to satisfy federal, state and local withholding tax
     requirements and authorized deductions.

     10.  AMENDMENT OF THE PLAN

     The Committee may at any time, and from time to time, modify or amend
     the Plan in any respect; provided that shareholder approval shall be
     required for any such modification or amendment which:

          (a)  materially increases the maximum number of shares for which
               Awards may be granted under the Plan; or

          (b)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to
     subsections (a) and (b) of this Section by shareholders shall be
     effective only as to the specific amendment or modification requiring
     such ratification.  Other provisions, sections, and subsections of
     this Plan will remain in full force and effect.

     No such termination, modification or amendment may affect the rights
     of a Participant under an outstanding Award.

     11.  APPROVAL AND EFFECTIVE DATE OF PLAN

     Pursuant to OTS regulations, if the Plan is to be implemented on or
     before September 29, 1996, the Plan must be approved by a majority of
     the shares eligible to be voted at a meeting of the Company's
     stockholders and then submitted to the OTS for its review and
     approval.  Assuming it is so approved, this Plan will be effective as
     of the first day after its approval by the Company's stockholders and
     the OTS.  If the Plan receives the approval of less than a majority of
     the shares eligible to be voted at such meeting, but receives the
     approval of a majority of the shares actually voted at such meeting,
     the Plan will be effective as of October 1, 1996.

     12.  TERMINATION OF THE PLAN

     The right to grant Awards under the Plan will terminate ten (10) years
     after the Effective Date of the Plan.  The Board of Directors has the
     right to suspend or terminate the Plan at any time, provided that no
     such action will, without the consent of a Participant, adversely
     affect his rights under a previously granted Award.

     13.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     14.  COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT 

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent any provisions of the Plan or action by
     the Committee fail to so comply, it shall be deemed null and void, to
     the extent permitted by law and deemed advisable by the Committee.


     Exhibit 4(d)


                           STATEWIDE FINANCIAL CORP.
                      1996 RECOGNITION AND RETENTION PLAN
                             FOR OUTSIDE DIRECTORS

     7.   PURPOSE

     The purpose of the Statewide Financial Corp. (the "Company") 1996
     Recognition and Retention Plan for Outside Directors (the "Plan") is
     to promote the growth and profitability of the Company and its
     subsidiary, Statewide Savings Bank, S.L.A. (the "Association") by
     providing outside directors of the Company and its Affiliates with an
     incentive to achieve long-term objectives of the Company and to
     attract and retain non-employee directors of outstanding competence by
     providing such outside directors with an opportunity to acquire an
     equity interest in the Company.

     8.   DEFINITIONS

          (a)  "Affiliate" means (i) a member of a controlled group of
     corporations of which the Company is a member, and (ii) an
     unincorporated trade or business which is under common control with
     the Company as determined in accordance with Section 414(c) of the
     Internal Revenue Code of 1986, as amended (the "Code"), and the
     regulations issued thereunder.  For purposes hereof, a "controlled
     group of corporations" shall mean a controlled group of corporations
     as defined in Section 1563(a) of the Code determined without regard to
     Section 1563(a)(4) and (e)(3)(C).

          (b)  "Award" means a grant of Restricted Stock under the
     provisions of this Plan.

          (c)  "Board of Directors" or "Board" means the Board of Directors
     of the Company.

          (d)  "Committee" means a committee consisting of those members of
     the Compensation/Benefits Committee of the Company.

          (e)  "Common Stock" means the common stock of the Company, no par
     value per share.

          (f)  "Date of Grant" means the date an Award granted by the
     Committee is effective pursuant to the terms hereof.

          (g)  "Disability" means the permanent and total inability by
     reason of mental or physical infirmity, or both, of an outside
     director to participate in the work of the Board and any Committees
     thereof to which he may be assigned, including attending meetings of
     the Board and such Committees.  Additionally, a medical doctor
     selected or approved by the Board of Directors must advise the Board
     that it is either not possible to determine when such disability will
     terminate or that it appears probable that such disability will be
     permanent during the remainder of said recipient's lifetime.

          (h)  "Participant" means an Outside Director (as defined in
     Section 5.1 (a)) or a Subsequent Outside Director (as defined in
     Section 5.1(b) hereof) who participates in the Plan.

          (i)  "Restricted Stock" means shares of the Common Stock granted
     hereunder and subject to the restrictions of Sections 5.2 and 5.3
     hereof.

          (j)  "Restriction Period" shall mean the period of time during
     which the Restricted Stock is subject to the restrictions of the Plan
     set forth in Section 5.3 hereof.

     (k)  "Section 16" means Section 16 of the Securities Exchange Act of
     1934, as amended, and the rules and regulations thereunder.

     9.   ADMINISTRATION

     The Plan shall be administered by the Committee.  The Committee is
     authorized, subject to the provisions of the Plan, to establish such
     rules and regulations as it deems necessary for the proper
     administration of the Plan and to make whatever determinations and
     interpretations in connection with the Plan it deems necessary or
     advisable.  All determinations and interpretations made by the
     Committee shall be binding and conclusive on all Participants in the
     plan and on their legal representatives and beneficiaries.

     10.  STOCK SUBJECT TO THE PLAN

     The maximum number of shares reserved for issuance pursuant to Awards
     hereunder is 63,480 shares of Common Stock of the Company, subject to
     adjustment pursuant to Section 5.4.  These shares of Common Stock may
     be either authorized but unissued shares or shares previously issued
     and reacquired by the Company.  To the extent that Awards granted
     under the Plan are canceled prior to the end of their applicable
     Restriction Period, new Awards may be made with respect to these
     shares.

     11.  GRANTS OF RESTRICTED STOCK

          5.1  Awards
               ------

          (a)  Initial Awards.  Each outside director (for purposes of this
          Plan, the term "Outside Director" shall mean a member of the
          Board of Directors or any of its Affiliates who is not also
          serving as a full-time employee of the Company or any of its
          Affiliates), who is serving in such capacity on the effective
          date of this Plan, is hereby granted an Award of 10,580 shares of
          Restricted Stock.

          The effective date of these initial Awards shall be the effective
          date of the Plan as defined in Section 10 hereof ("Effective
          Date").

          (b)  Awards to Subsequent Outside Directors.  To the extent
          shares of Restricted Stock are available for Awards under the
          Plan, each Outside Director who is first appointed as a director
          of the Company subsequent to the Effective Date (a "Subsequent
          Outside Director") is hereby granted, as of the date on which
          such Subsequent Outside Director is qualified and first begins to
          serve as an Outside Director, an Award of 10,580 shares of
          Restricted Stock or such lesser number of shares of Common Stock
          as remain in this Plan.

          If sufficient shares are not available under the Plan to fulfill
          Awards under Section 6.1(b) hereof to any Subsequent Outside
          Director and thereafter shares become available, such Subsequent
          Outside Director shall then receive Awards of Restricted Stock
          determined by dividing equally among each Subsequent Outside
          Director, Awards for the number of shares then available under
          the Plan.  The date of grant shall be the date Awards for such
          shares become available.

          (c)  Ineligibility.  An Award under the Plan shall not be granted
          to any Outside Director who at any previous time was an employee
          of either the Company or the Association and in such capacity was
          eligible to receive any options to purchase Common Stock.

          5.2  Restrictions
               ------------

          (a)  Restricted Stock awarded to a Participant shall be subject
          to the following restrictions until the expiration of the
          Restriction Period:  (i) a Participant shall be issued, but shall
          not be entitled to delivery of the stock certificate; (ii) the
          shares of Common Stock shall be subject to the restrictions on
          transferability set forth in Section 7; and (iii) the shares of
          Common Stock shall be forfeited and the stock certificates shall
          be returned to the Company and all rights of the Participant to
          such shares and as a shareholder shall terminate without further
          obligation on the part of the Company when a Participant leaves
          service with the Board of Directors of the Company or its 
          Affiliates, except in the case of Disability or death. 

          (b)  The Committee shall have the authority to remove any or all
          of the restrictions on the Restricted Stock whenever it may
          determine that, by reason of changes in applicable laws or other
          changes in circumstances arising after the date of the Restricted
          Stock Award, such action is appropriate.

          5.3  Restriction Period
               ------------------

          In compliance with the regulations of the Office of Thrift
          Supervision, all Awards granted hereunder, shall be subject to
          the following Restriction Period:

          All Awards shall be subject to a five-year Restriction Period,
          with restrictions lapsing on 20 percent of the Restricted Stock
          per year, commencing on the first anniversary of the date of the
          Award.  Common Stock on which restrictions have lapsed shall not
          be subject to the provisions of Section 5.2 hereof.  By the fifth
          anniversary of the date of grant, all restrictions shall have
          lapsed, provided, however, that in the event of a Participant's
          Disability or death, the remaining Restriction Period for any
          Award shall lapse and the shares of Common Stock held by such
          Participant shall become unrestricted.

          5.4  Dilution and Adjustments
               ------------------------

          (a)  In the event of any change or changes in the outstanding
          Common Stock of the Company is effected without receipt of
          consideration by the Company or payment of consideration by the
          Company, such as by any stock dividend or split,
          recapitalization, reorganization, combination or any similar
          corporate change, or other increase or decrease in such shares,
          the number of shares of Common Stock which may be issued under
          this Plan shall be automatically adjusted.

          (b)  In the event of a consolidation, merger, reorganization or
          sale of all or substantially all of the assets of the Company in
          which outstanding shares of Common Stock are exchanged for
          securities, cash or other property or any other corporation or
          business entity (the "Surviving Corporation"), the Committee and
          the Board of Directors will provide that this Plan be assumed by
          the Surviving Corporation in such transaction, and that shares of
          the common stock of such Surviving Corporation shall be issued in
          exchange for shares of Common Stock subject to Awards hereunder
          and still subject to the restrictions of Section 5.2.  Such
          replacement shares will remain subject to the restrictions of
          Section 5.2 for their remaining Restriction Period.  The number
          of replacement shares issued in exchange for the Common Stock
          will be determined based upon the per share price paid all
          shareholders of the Company by the Surviving Corporation.

          5.5  Delivery of Shares of Common Stock
               ----------------------------------

          At the expiration of the Restriction Period, a stock certificate
          evidencing the Restricted Stock with respect to which the
          Restriction Period has expired (to the nearest full share) shall
          be delivered without charge to the Participant or his personal
          representative free of all restrictions under the Plan.

     6.   NONTRANSFERABILITY

     Nothing in this Plan or in any Award granted confers on any person any
     right to continue as a Director the Company or its Affiliates or to
     continue to perform services for the Company or its Affiliates. 

     7.   AGREEMENT WITH PARTICIPANTS

     Each Award will be evidenced by a written agreement, executed by the
     Participant and the Company which describes the conditions for
     receiving the Awards including the date of Award, the applicable
     Restriction Period, and any other terms and conditions as may be
     required by the Board of Directors or applicable securities law.

     8.   TAX WITHHOLDING

     Whenever shares of Common Stock are to be issued or delivered pursuant
     to the Plan, the Company shall have the right, in its sole discretion,
     to either (i) require the Participant to remit to the Company or (ii)
     withhold from any salary, wages or other compensation payable by the
     Company to the Participant, an amount sufficient to satisfy federal,
     state, and local withholding tax requirements prior to the delivery of
     any certificate or certificates for such shares.  Whenever payments
     are to be made in cash, such payments shall be net of an amount
     sufficient to satisfy federal, state and local withholding tax
     requirements and authorized deductions.

     9.   AMENDMENT OF THE PLAN

     This Plan may be amended form time to time by the Board of Directors
     of the Company provided that Section 5 hereof shall not be amended
     more than once every six months other than to comport with the
     Internal Revenue Code of 1986, as amended.  If any amendment would
     require shareholder approval under Rule 16(b)-3, such amendment shall
     be presented to shareholders for ratification, provided, however, that
     the failure to obtain shareholder ratification shall not affect the
     validity of this Plan as so amended and the options granted
     thereunder.

     10.  APPROVAL AND EFFECTIVE DATE OF PLAN

     Pursuant to OTS regulations, if the Plan is to be implemented on or
     prior to September 29, 1996, the Plan must be approved by a majority
     of the shares eligible to be voted at a meeting of the Company's
     stockholders and then submitted to the OTS for its review and
     approval.  If the Plan is so approved, the Plan will become effective
     45 days after its approval by the Company stockholders and the OTS. 
     If the Plan receives the approval of less than a majority of the
     shares eligible to be voted at such meeting but receives the approval
     of a majority of shares actually voted at such meeting, the Plan will
     be effective as of October 1, 1996.

     11.  TERMINATION OF THE PLAN

     The right to grant Awards under the Plan will terminate ten (10) years
     after the Effective Date of the Plan.  The Board of Directors has the
     right to suspend or terminate the Plan at any time, provided that no
     such action will, without the consent of a Participant, adversely
     affect his rights under a previously granted Award.

     13.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     14.  COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT 

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent any provisions of the Plan or action by
     the Committee fail to so comply, it shall be deemed null and void, to
     the extent permitted by law and deemed advisable by the Committee.


     Exhibit 5(a)

                                                 August 1, 1996




     RE:  Statewide Financial Corp.
          Registration Statement on Form S-8 
          ----------------------------------


     Statewide Financial Corp.  
     70 Sip Avenue
     Jersey City, NJ  07306

     Dear Sirs:

     We have acted as counsel for Statewide Financial Corp., a New Jersey
     corporation (the "Company"), in connection with the Registration
     Statement on Form S-8 being filed by the Company with the Securities
     and Exchange Commission pursuant to the Securities Act of 1933, as
     amended, relating to an aggregate of 740,600 shares of Common Stock,
     no par value per share, of the Company (the "Shares"), (i) up to
     370,300 of which are reserved for issuance and sale pursuant to the
     Company's 1996 Incentive Stock Option Plan (the "ISO Shares"); (ii) up
     to 158,700 of which are reserved for issuance and sale pursuant to the
     Company's 1996 Stock Option Plan for Outside Directors (the "Outside
     Director Shares"); (iii) up to 148,120 of which are reserved for
     issuance pursuant to the Company's 1996 Recognition and Retention Plan
     for Executive Officers and Employees (the "Executive RRP Shares"); and
     (iv) up to 63,480 of which are reserved for issuance pursuant to the
     Company's 1996 Recognition and Retention Plan for Outside Directors
     (the "Outside Director RRP Shares").  Each of the 1996 Incentive Stock
     Option Plan and the 1996 Stock Option Plan for Outside Directors are
     herein referred to as an "Option Plan".  Each of the 1996 Recognition
     and Retention Plan for Outside Directors and the 1996 Recognition and
     Retention Plan for Executive Officers and Employees are herein
     referred to a "RRP Plan".

     In so acting, we have examined, and relied as to matters of fact upon,
     the originals, or copies certified or otherwise identified to our
     satisfaction, of the Certificate of Incorporation and By-laws of the
     Company, each Option Plan and RRP Plan, and such other certificates,
     records, instruments and documents, and have made such other and
     further investigations, as we have deemed necessary or appropriate to
     enable us to express the opinion set forth below.  In such
     examination, we have assumed the genuineness of all signatures, the
     legal capacity of natural persons, the authenticity of all documents
     submitted to us as originals, the conformity to original documents of
     all documents submitted to us as certified or photostatic copies, and
     the authenticity of the originals of such latter documents.

     Based upon the foregoing, we are of the opinion that:

          1. Upon issuance and delivery by the Company of the ISO Shares
     pursuant to the exercise of stock options and payment of the exercise
     price therefor in accordance with the terms set forth in such options
     and the Company's 1996 Incentive Stock Option Plan, in cash or other
     consideration permitted under Section 14A:7-5 of the New Jersey
     Business Corporation Act (the "Act"), the ISO Shares issued thereunder
     will be legally issued, fully paid and non-assessable; 
      
          2. Upon issuance and delivery by the Company of the Outside
     Director Shares pursuant to the exercise of stock options and payment
     of the exercise price therefor in accordance with the terms set forth
     in such options and the Company's 1996 Stock Option Plan for Outside
     Directors, in cash or other consideration permitted under Section
     14A:7-5 of the Act, the Outside Director Shares issued thereunder will
     be legally issued, fully paid and non-assessable;

          3. Upon issuance and delivery by the Company of the Executive RRP
     Shares pursuant to the terms of the Company's 1996 Recognition and
     Retention Plan for Executive Officers and Directors, the Executive RRP
     Shares issued thereunder will be legally issued, fully paid and
     non-assessable, subject, however, to the potential for forfeiture of
     the Executive RRP Shares pursuant to the terms of the RRP Plan; and

          4. Upon issuance and delivery by the Company of the Outside
     Director RRP Shares pursuant to the terms of the Company's 1996
     Recognition and Retention Plan for Outside Directors, the Outside
     Director RRP Shares issued thereunder will be legally issued, fully
     paid and non-assessable, subject, however, to the potential for
     forfeiture of the Executive RRP Shares pursuant to the terms of the
     RRP Plan.

     The issuance of the Shares is subject to the continuing effectiveness
     of the Registration Statement and the qualification, or exemption from
     registration, of such Shares under certain state securities laws.

     We hereby consent to the filing of this opinion as an exhibit to the
     Registration Statement.  In giving the foregoing consent, we do not
     admit that we are in the category of persons whose consent is required
     under Section 7 of the Securities Act of 1933, as amended, or the
     rules and regulations of the Securities and Exchange Commission
     promulgated thereunder.


                                        Very truly yours,


                                        McCarter & English


     Exhibit 23(a)



                        INDEPENDENT ACCOUNTANTS' CONSENT
                        --------------------------------



     The Board of Directors
     Statewide Financial Corp.:


     We consent to incorporation by reference in the registration statement
     on Form S-8 of Statewide Financial Corp. of our report dated January
     26, 1996, relating to the consolidated financial statements of
     Statewide Financial Corp. and subsidiary as of December 31, 1995 and
     March 31, 1995, and for the nine-month period ended December 31, 1995
     and the year ended March 31, 1995, and also relating to the
     adjustments that were applied to restate the March 31, 1994
     consolidated financial statements, as described in the notes to those
     financial statements, which report appears in the December 31, 1995
     Transition Report on Form 10-K of Statewide Financial Corp.

     Our report refers to a change in the method of accounting for certain
     investments in debt and equity securities effective April 1, 1994.


     KPMG Peat Marwick LLP

     Short Hills, New Jersey
     August 1, 1996


     Exhibit 23(b) 


                          INDEPENDENT AUDITORS' REPORT



     We consent to the incorporation by reference in this Registration
     Statement of Statewide Financial Corp. on Form S-8 of our report dated
     June 3, 1994 (which expresses an unqualified opinion and includes an
     explanatory paragraph relating to a change in the method of accounting
     for income taxes) relating to the consolidated statements of income,
     shareholders' equity and cash flows of Statewide Savings Bank, S.L.A.
     for the year ended March 31, 1994, before the restatement for the
     change in the method of goodwill amortization and the change in the
     method of accounting for impaired loans resulting from the adoption
     SFAS No. 114 as amended by SFAS No. 118 (not presented herein)
     appearing in the Registrant's Annual Report on Form 10-K for the nine
     month period ended December 31, 1995, as filed with the Securities and
     Exchange Commission on March 27, 1996.



     Deloitte & Touche LLP

     Parsippany, New Jersey
     July 31, 1996


     Exhibit 24(a)

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Victor M. Richel as his true
     and lawful attorney-in-fact and agent, with full power of substitution
     and resubstitution, for him and in his name, place and stead, in any
     and all capacities, to sign any and all amendments and post-effective
     amendments to that certain Registration Statement of Statewide
     Financial Corp. on Form S-8, and to file the same with all exhibits
     thereto, and grants unto said attorney-in-fact and agent full power
     and authority to do and perform each and every act and thing requisite
     and necessary to be done in and about the premises, as fully to all
     intents and purposes as he might or could do in person, hereby
     ratifying and confirming all that said attorney-in-fact and agent, or
     his substitute or substitutes, may lawfully do or cause to be done by
     virtue hereof.
        
     This Power of Attorney may be executed in one or more counterparts.

     The foregoing Power of Attorney was prepared in conjunction with the
     Registration Statement on Form S-8 and has been duly signed by the
     following persons in the capacities and dates indicated.



     Signature               Title                 Date
     ---------               -----                 ----

     /s/Thomas V. Whelan     Director              August 2, 1996
     --------------------
     Thomas V. Whelan

     /s/Maria Ramirez        Director              August 2, 1996
     ----------------
     Maria Ramirez

     /s/Walter G. Scott, Jr. Director              August 2, 2996
     -----------------------
     Walter G. Scott, Jr.

     /s/Stephen R. Tilton    Director              August 2, 1996
     --------------------
     Stephen R. Tilton
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 101689}]
{"company-data": {"conformed-name": "STATEWIDE FINANCIAL CORP", "cik": "0000946672", "assigned-sic": "6036", "irs-number": "223397900", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09665", "film-number": "96604578"}, "business-address": {"street1": "70 SIP AVE", "city": "JERSEY CITY", "state": "NJ", "zip": "07306", "phone": "2017954000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                               ON AUGUST 6, 1996
                              REGISTRATION NO. 33-
     ----------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------

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

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

                                   NEW JERSEY
         (State or other jurisdiction of incorporation or organization)

                                   22-3397900
                      (I.R.S. Employer Identification No.)

          70 SIP AVENUE, JERSEY CITY, NEW JERSEY            07306
          (Address of principal executive offices)        (Zip code)
                                     
                        1996 INCENTIVE STOCK OPTION PLAN
                  1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
          1996 RECOGNITION AND RETENTION PLAN FOR EXECUTIVE OFFICERS 
                                 AND EMPLOYEES
           1996 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS
                            (Full title of the plan)

                                VICTOR M. RICHEL
                     CHAIRMAN OF THE BOARD, PRESIDENT AND 
                            CHIEF EXECUTIVE OFFICER 
                           STATEWIDE FINANCIAL CORP. 
                                 70 SIP AVENUE
                         JERSEY CITY, NEW JERSEY 07306
                    (Name and address of agent for service)

                                 (201) 795-4000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

       Title of    Amount to be  Proposed Maximum Proposed Maximum  Amount of
     Securities to  Registered    Offering Price     Aggregate     Registration
     be Registered      (1)         Per Share      Offering Price      Fee
     -------------  -----------  ---------------- ---------------  -----------

     Common Stock,    740,600        $11.6875        $8,655,763     $2,984.75
     no par value
      per share 

          (1)  Maximum number of shares authorized for issuance pursuant to
               the grant of plan share awards or the grant and exercise of
               stock options as follows: (i) options to purchase up to
               370,300 shares of common stock under the Registrant's 1996
               Incentive Stock Option Plan; (ii) options to purchase up to
               158,700 shares of common stock under the Registrant's 1996
               Stock Option Plan for Outside Directors; (iii) plan share
               awards for up to 148,120 shares of common stock under the
               Registrant's 1996 Recognition and Retention Plan for
               Executive Officers and Employees; and (iv) plan share awards
               for up to 63,480 shares of common stock under the
               Registrant's 1996 Recognition and Retention Plan for Outside
               Directors.  This Registration Statement also relates to such 
               indeterminate number of additional shares of Common Stock of
               the Registrant as may be issuable as a result of stock
               splits, stock dividends or similar transactions, as
               described in such Plans.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the SEC are hereby incorporated by
     reference into this Registration Statement:

          (a)  the Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1995;

          (b)  the Registrant's Quarterly Report on Form 10-Q for the       
               quarter ended March 31, 1996;

          (c)  the Registrant's Current Reports on Form 8-K filed on
               February 8, 1996, April 26, 1996, June 13, 1996, July 16,
               1996 and August 1, 1996; and 

          (d)  the description of the Registrant's Common Stock, no par
               value per share, of the Registrant contained in the
               Registrant's Registration Statement on Form 8-A, as filed
               with the Securities and Exchange Commission on August 1,
               1995, to register the Common Stock under Section 12(g) of
               the Securities Exchange Act of 1934, as amended (the
               "Exchange Act").

     In addition, all documents subsequently filed by the Registrant with
     the SEC pursuant to Sections 12, 13(a), 13(c), 14 and 15(d) of the
     Exchange Act after the effective date of this Registration Statement,
     but prior to the filing of a post-effective amendment which indicates
     that all securities offered hereby have been sold or which deregisters
     all securities then remaining unsold, shall be deemed to be
     incorporated by reference in this Registration Statement and to be
     part hereof from the respective date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent
     that a statement contained herein or in any other subsequently filed
     document which also is incorporated or is deemed to be incorporated by
     reference herein modified or superseded such statement.  Any such
     statement so modified or superseded shall not be deemed, except as so
     modified or superseded, to constitute a part of this Registration
     Statement.

     ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

     Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The objective of the following indemnification provision is to assure
     that indemnification can be invoked by the Registrant for its
     directors, officers, employees and agents and former officers,
     directors, employees and agents who incur expenses in proving their
     honesty and integrity, provided they meet minimum qualifications
     touching upon the concept of wrong doing.

     In accordance with the New Jersey Business Corporation Act (being
     Title 14A of the New Jersey Statutes), Article XI of the Registrant's
     Certificate of Incorporation provides as follows:

                                   ARTICLE XI
                                Indemnification

     The Corporation shall indemnify its officers, directors, employees and
     agents and former officers, directors, employees and agents, and any
     other persons serving at the request of the Corporation as an officer,
     director, employee or agent of another corporation, association,
     partnership, joint venture, trust, or other enterprise, against
     expenses (including attorneys' fees, judgments, fines and amounts paid
     in settlement) incurred in connection with any pending or threatened
     action, suit, or proceeding, whether civil, criminal, administrative
     or investigative, with respect to which such officer, director,
     employee, agent or other person is a party, or is threatened to be
     made a party, to the full extent permitted by the New Jersey Business
     Corporation Act.  The indemnification provided herein (i) shall not be
     deemed exclusive of any other right to which any person seeking
     indemnification may be entitled under any by-law, agreement, or vote
     of shareholders or disinterested directors or otherwise, both as to
     action in his or her official capacity and as to action in any other
     capacity, and (ii) shall inure to the benefit of the heirs, executors,
     and the administrators of any such person.  The Corporation shall have
     the power, but shall not be obligated, to purchase and maintain
     insurance on behalf of any person or persons enumerated above against
     any liability asserted against or incurred by them or any of them
     arising out of their status as corporate directors, officers,
     employees, or agents whether or not the Corporation would have the
     power to indemnify them against such liability under the provisions of
     this article. 

     The Corporation shall, from time to time, reimburse or advance to any
     person referred to in this article the funds necessary for payment of
     expenses, including attorneys' fees, incurred in connection with any
     action, suit or proceeding referred to in this article, upon receipt
     of a written undertaking by or on behalf of such person to repay such
     amount(s) if a judgment or other final adjudication adverse to the
     director or officer establishes that the director's or officer's acts
     or omissions (i) constitute a breach of the director's or officer's
     duty of loyalty to the corporation or its shareholders, (ii) were not
     in good faith, (iii) involved a knowing violation of law, (iv)
     resulted in the director or officer receiving an improper personal
     benefit, or (v) were otherwise of such a character that New Jersey law
     would require that such amount(s) be repaid.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

     ITEM 8.   EXHIBITS.

               Exhibit Number      Description of Exhibit
               --------------      ----------------------

               4(a)                1996 Incentive Stock Option Plan

               4(b)                1996 Stock Option Plan for Outside
                                   Directors

               4(c)                1996 Recognition and Retention Plan for
                                   Executive Officers and Employees 

               4(d)                1996 Recognition and Retention Plan for
                                   Outside Directors

               5(a)                Opinion of McCarter & English

               23(a)               Consent of KPMG Peat Marwick LLP

               23(b)               Consent of Deloitte & Touche LLP

               23(c)               Consent of McCarter & English (included
                                   in the opinion filed as Exhibit 5(a)
                                   hereto)

               24(a)               Power of Attorney

          
          
     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
     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; 

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof; and

          (3)  To remove from registration by means of 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 Securities Act of 1933, 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 the time shall be deemed to be the initial bona
     fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing
     provisions, or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against
     such liabilities (other than the payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

                                     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 of 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 Jersey City,
     State of New Jersey on August 2, 1996.

                         STATEWIDE FINANCIAL CORP. 

                         By:  /s/Victor M. Richel                
                              -------------------
                              Victor M. Richel, 
                              Chairman of the Board, President and 
                              Chief Executive Officer

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

     Name                          Title                    Date
     ----                          -----                    ----

     /s/Victor M. Richel           Chairman of the Board,   August 2, 1996
     -------------------           President and Chief
     Victor M. Richel              Executive Officer

     /s/Bernard F. Lenihan         Senior Vice President    August 2, 1996 
     ---------------------         and Chief Financial
     Bernard F. Lenihan            Officer (Principal
                                   Accounting Officer)

     /s/Maria Ramirez              Director                 August 2, 1996
     ----------------
     Maria Ramirez

     /s/Walter G. Scott            Director                 August 2, 1996
     ------------------
     Walter G. Scott

     /s/Stephen R. Tilton          Director                 August 2, 1996
     --------------------
     Stephen R. Tilton  

     /s/Thomas V. Whelan           Director                 August 2, 1996
     -------------------
     Thomas V. Whelan
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
              ---------------------------------------------------

                                       OF
                                       --

                           STATEWIDE FINANCIAL CORP.
                           -------------------------

               Exhibit No.         Name of Document
               -----------         ----------------

               4(a)                1996 Incentive Stock Option Plan

               4(b)                1996 Stock Option Plan for Outside
                                   Directors

               4(c)                1996 Recognition and Retention Plan for
                                   Executive Officers and Employees 

               4(d)                1996 Recognition and Retention Plan for
                                   Outside Directors

               5(a)                Opinion of McCarter & English

               23(a)               Consent of KPMG Peat Marwick LLP

               23(b)               Consent of Deloitte & Touche LLP

               23(c)               Consent of McCarter & English (included
                                   in the opinion filed as Exhibit 5(a)
                                   hereto)

               24(a)               Power of Attorney

     Exhibit 4(a)

                         STATEWIDE FINANCIAL CORP.
                      1996 INCENTIVE STOCK OPTION PLAN

     1.   PURPOSE

     The purpose of the Statewide Financial Corp. (the "Company") 1996
     Incentive Stock Option Plan (the "Plan") is to advance the interests
     of the Company and its shareholders by providing those key employees
     of the Company and its Affiliates, including Statewide Savings Bank,
     S.L.A. (the "Association"), upon whose judgment, initiative and
     efforts the successful conduct of the business of the Company and its
     affiliates largely depends, with additional incentive to perform in a
     superior manner.  A purpose of the Plan is also to attract people of
     experience and ability to the service of the Company and its
     Affiliates.

     2.   DEFINITIONS

          (a)  "Affiliate" means (i) a member of a controlled group of
     corporations of which the Company is a member, and (ii) an
     unincorporated trade or business which is under common control with
     the Company as determined in accordance with Section 414(c) of the
     Internal Revenue Code of 1986, as amended (the "Code"), and the
     regulations issued thereunder.  For purposes hereof, a "controlled
     group of corporations" shall mean a controlled group of corporations
     as defined in Section 1563(a) of the Code determined without regard to
     Section 1563(a)(4) and (e)(3)(C).

          (b)  "Award" means a grant of Non-statutory Stock Options or
     Incentive Stock Options under the provisions of this Plan.

          (c)  "Board of Directors" or "Board" means the Board of Directors
     of the Company.

          (d)  "Committee" means a committee consisting of those members of
     the Compensation/Benefits Committee of the Company who are
     non-employee members of the Board of Directors, all of whom are
     "disinterested persons" as such term is defined" under Rule 16b-3 of
     the Exchange Act, as promulgated by the Securities and Exchange
     Commission.

          (e)  "Common Stock" means the Common Stock of the Company, no par
     value per share.

          (f)  "Date of Grant" means the date an Award granted by the
     Committee is effective pursuant to the terms hereof.

          (g)  "Disability" means the permanent and total inability by
     reason of mental or physical infirmity, or both, of an employee to
     perform the work customarily assigned to him.  Additionally, a medical
     doctor selected or approved by the Board of Directors must advise the
     Committee that it is either not possible to determine when such
     Disability will terminate or that it appears probable that such
     Disability will be permanent during the remainder of said
     participant's lifetime.

          (h)  "Fair Market Value" means, with respect to shares of Common
     Stock, the fair market value as determined by the Committee in good
     faith and in a manner established by the Committee from time to time;
     provided, however, that if the shares of Common Stock are last sale
     reported over the counter securities, then the "fair market value" of
     such shares on any date shall be the average closing price for such
     securities for the five (5) trading days immediately preceding the
     date in question, as reported on the NASDAQ system.

          (i)  "Incentive Stock Option" means an Option granted by the
     Committee to a Participant, which Option is designated by the
     Committee as an Incentive Stock Option pursuant to Section 8 and is
     intended to qualify as an Incentive Stock Option Plan under Section
     422 of the Code.

          (j)  "Non-statutory Stock Option" means an Option granted by the
     Committee to a Participant pursuant to Section 7, which is not
     designated by the Committee as an Incentive Stock Option or which is
     redesignated by the Committee under Section 8.1(6) as a Non-statutory
     Stock Option.

          (k)  "Option" means Award granted under Section 7 or 8.

          (l)  "Participant" means an employee of the Company or its
     affiliates chosen by the Committee to participate in the Plan.

          (m)  "Plan Year(s)" means a calendar year or years commencing on
     or after January 1, 1996.

          (n)  "Retirement" means retirement at the normal or early
     retirement date as set forth in any tax-qualified or non-tax qualified
     retirement plan of the Company or as determined under any retirement
     policy of the Company.

          (o)  "Section 16" means Section 16 of the Securities Exchange Act
     of 1934, as amended, and the rules and regulations thereunder.

          (p)  "Termination for Cause" means termination because of
     participant's intentional failure to perform stated duties, personal
     dishonesty, willful violation of any law, rule regulation (other than
     traffic violations or similar offenses) or final cease and desist
     order.

     3.   ADMINISTRATION

     The Plan shall be administered by the Committee.  The Committee is
     authorized, subject to the provisions of the Plan, to select
     participants, to determine the amount of Awards, to establish the
     terms and conditions of such Awards, to establish such rules and
     regulations as it deems necessary for the proper administration of the
     Plan, subject to Subsection 8, to impose a vesting schedule and to
     make whatever determinations and interpretations in connection with
     the Plan it sees as necessary or advisable.  All determinations and
     interpretations made by the Committee shall be binding and conclusive
     on all Participants in the plan and on their legal representatives and
     beneficiaries.

     4.   TYPES OF AWARDS

     Awards under the Plan may be granted in any one or a combination of
     Non-statutory Stock Options and/or Incentive Stock Options.

     5.   STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 14, the maximum number of
     shares reserved hereby for purchase pursuant to the exercise of
     options granted under the Plan shall not exceed 370,300 shares of
     Common Stock of the Company.  These shares of Common Stock may be
     either authorized but unissued shares or shares previously issued and
     reacquired by the Company.  To the extent that options granted under
     the Plan terminate, expire or are canceled without having been
     exercised, new awards may be made with respect to these shares.

     6.   ELIGIBILITY

     Officers and other employees of the Company or its affiliates shall be
     eligible to receive Awards and Directors who are not employees or
     officers of the Company or its affiliates shall not be eligible to
     receive Awards under the Plan.

     7.   NON-STATUTORY STOCK OPTIONS

          7.1  Grant of Non-statutory Stock Options.
               -------------------------------------

          The Committee may, from time to time, grant Non-statutory Stock
          Options to eligible employees and upon such terms and conditions
          as the Committee may determine, and may grant Non-statutory Stock
          Options in exchange for and upon surrender of previously granted
          Awards under this Plan.  Non-statutory Stock Options granted
          under this Plan are subject to the following terms and
          conditions:

               (a)  Price.  The purchase price per share of Common Stock
               deliverable upon the exercise of each Non-statutory Stock
               Option shall be determined by the Committee on the date the
               options granted.  Such purchase price shall not be less than
               100% of the Fair Market Value of the Company's Common Stock
               on the Date of Grant.  Shares may be purchased only upon
               full payment of the purchase price.  Payment of the purchase
               price may be made, in whole or in part, through the
               surrender of shares of the Common Stock of the Company at
               the Fair Market Value of such shares on the date of
               surrender.

               (b)  Terms of Options.  The term during which each
               Non-statutory Stock Option may be exercised shall be
               determined by the Committee, but in no event shall a
               Non-statutory Stock Option be exercisable in whole or in
               part more than 10 years from the Date of Grant.

               (c)  Termination of Employment.  Except as provided in
               Section 7.1(d) hereof, unless otherwise determined by the
               Committee, upon the termination of a Participant's service
               for any reason other than Disability, death or Termination
               for Cause, the Participant's Non-statutory Stock Options
               shall be exercisable only as to those shares which were
               immediately exercisable by the participant at the date of
               termination and only for a period of three months following
               termination.  Notwithstanding any provision set forth herein
               nor contained in any Agreement relating to the award of an
               Option, in the event of Termination for Cause, all rights
               under the Participant's Non-statutory Stock Options shall
               expire upon termination.  In the event of death or
               termination of service as a result of Disability of any
               Participant, all Non-statutory Stock Options held by the
               Participant, whether or not exercisable at such time, shall
               be exercisable by the Participant or his legal
               representatives or beneficiaries of the Participant for one
               year or such longer period as determined by the Committee
               following the date of the Participant's death or termination
               of employment due to Disability, provided that in no event
               shall the period extend beyond the expiration of the
               Non-statutory Stock Option term.

               (d)  Exception for Retirement.  Notwithstanding the general
               rule contained in Section 7.1(c) above, all options which
               have become fully vested under the terms of Section 9 hereof
               held by a Recipient whose employment with the Company or an
               Affiliate terminates due to Retirement may be exercised for
               the lesser of (i) the remaining term of the option, or (ii)
               12 months.  Any Incentive Stock Option exercised more than 3
               months after a Participant's retirement will be treated as a
               Non-statutory Stock Option.

     8.   INCENTIVE STOCK OPTIONS

          8.1  Grant of Incentive Stock Options.
               ---------------------------------

          The Committee may, from time to time, grant Incentive Stock
          Options to eligible employees.  Incentive Stock Options granted
          pursuant to the Plan shall be subject to the following terms and
          conditions:

               (a)  Price.  The purchase price per share of Common Stock
               deliverable upon the exercise of each Incentive Stock Option
               shall be not less than 100% of the Fair Market Value of the
               Company's Common Stock on the Date of Grant.  However, if a
               Participant owns stock possessing more than 10% of the total
               combined voting power of all classes of Common Stock of the
               Company, the purchase price per share of Common Stock
               deliverable upon the exercise of each Incentive Stock Option
               shall not be less than 110% of the Fair Market Value of the
               Company's Common Stock on the Date of Grant.  Shares may be
               purchased only upon payment of the full purchase price. 
               Payment of the purchase price may be made, in whole or in
               part, through the surrender of shares of the Common Stock of
               the Company at the Fair Market Value of such shares on the
               date of surrender.

               (b)  Amounts of Options.  Incentive Stock Options may be
               granted to any eligible employee in such amounts as
               determined by the Committee.  In the case of an option
               intended to qualify as an Incentive Stock Option, the
               aggregate Fair Market Value (determined as of the time the
               option is granted) of the Common Stock with respect to which
               Incentive Stock Options granted are exercisable for the
               first time by the Participant during any calendar year shall
               not exceed $100,000.  The provisions of this Section 8.1(b)
               shall be construed and applied in accordance with Section
               422(d) of the Code and the regulations, if any, promulgated
               thereunder.  To the extent an award is in excess of such
               limit, it shall be deemed a Non-statutory Stock Option.  The
               Committee shall have discretion to redesignate options
               granted as Incentive Stock Options as Non-statutory options. 

               (c)  Terms of Options.  The term during which each Incentive
               Stock Option may be exercised shall be determined by the
               Committee, but in no event shall an Incentive Stock Option
               be exercisable in whole or in part more than 10 years from
               the Date of Grant.  If at the time an Incentive Stock Option
               is granted to an employee, the employee owns Common Stock
               representing more than 10% of the total combined voting
               power of the Company (or, under Section 422(d) of the Code,
               is deemed to own Common Stock representing more than 10% of
               the total combined voting power of all such classes of
               Common Stock, by reason of the ownership of such classes of
               Common Stock, directly or indirectly, by or for any brother,
               sister, spouse, ancestor or lineal descendent of such
               employee, or by or for any corporation, partnership, estate
               or trust of which such employee is a shareholder, partner or
               beneficiary), the Incentive Stock Option granted to such
               employee shall not be exercisable after the expiration of
               five years from the Date of Grant. No Incentive Stock Option
               granted under this Plan is transferable except by will or
               the laws of descent and distribution and is exercisable in
               his lifetime only by the Participant to whom it is granted.

               (d)  Termination of Employment.  Except as provided in
               Section 8.1(e) hereof, upon the termination of a
               Participant's service for any reason other than Disability,
               death or Termination for Cause, the Participant's Incentive
               Stock Options shall be exercisable by the Participant at the
               date of termination and only for a period of three months
               following termination.  Notwithstanding any provisions set
               forth herein nor contained in any Agreement relating to an
               award of an Option, in the event of Termination for Cause
               all rights under the Participant's Incentive Stock Options
               shall expire immediately upon termination.

               Unless otherwise determined by the Committee, in the event
               of death or termination of service as a result of Disability
               of any Participant, all Incentive Stock Options held by such
               Participant, whether or not exercisable at such time, shall
               be exercisable by the Participant or the participant's legal
               representatives or beneficiaries of the Participant for one
               year following the date of the participant's death or
               termination of employment as a result of Disability.  In no
               event shall the exercise period extend beyond the expiration
               of the Incentive Stock Option term.

               (e)  Exception for Retirement.  Notwithstanding the general
               rule contained in Section 8.1(d) above, all options which
               have become fully vested under the terms of Section 9 hereof
               held by a Participant whose employment with the Company or
               an Affiliate terminates due to Retirement may be exercised
               for the lesser of (i) the remaining term of the option or
               (ii) 12 months.  Any Incentive Stock Option exercised more
               than 3 months after a Participant's Retirement will be
               treated as a Non-statutory Stock Option.

               (f)  Compliance with Code.  The options granted under this
               Section 8 of the Plan are intended to qualify as incentive
               stock options within the meaning of Section 422 of the Code,
               but the Company makes no warranty as to the qualification of
               any option as an incentive stock option within the meaning
               of Section 422 of the Code.

     9.   VESTING REQUIREMENTS

     Notwithstanding anything contained in Section 3 hereof, in compliance
     with the regulations of the Office of Thrift Supervision, all options
     granted hereunder, whether under Section 7 or Section 8, shall be
     subject to the following minimum vesting schedule:

     All options shall be subject to a five-year vesting schedule, vesting
     20 percent a year, with vesting commencing on the first anniversary of
     the date of grant.  By the fifth anniversary of the date of grant, all
     options shall have vested; provided, however, that in the event of a
     participant's disability or death, all options then held by such
     participant or his estate shall become immediately exercisable for the
     terms set forth in Sections 7 and 8 hereof.  

     The Committee shall have the authority in its discretion, to impose
     greater vesting requirements than those set forth above.

     10.  SURRENDER OPTION

     In the event of a Participant's termination of employment as a result
     of death, disability or Retirement, the Participant (or the
     Participant's personal representative(s), heir(s), or devisee(s)) may,
     in a form acceptable to the Committee, make application to surrender
     all or part of options held by such Participant in exchange for a cash
     payment from the Company of an amount equal to the difference between
     the Fair Market Value of the Common Stock on the date of termination
     of employment and the exercise price per share of the option on the
     Date of Grant.  Although it is anticipated that the Committee will not
     unreasonably object to such an application, whether the Committee
     accepts such application or determines to make payment, in whole or
     part is within its absolute and sole discretion, it being expressly
     understood that the Committee is under no obligation to any
     Participant whatsoever to make such payments.  In the event that the
     Committee accepts such application and the Company determines to make
     payment, such payment shall be in lieu of the exercise of the
     underlying option and such option shall be canceled.
       
     11.  RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY

     No Participant shall have any rights as a shareholder with respect to
     any shares covered by a Non-statutory and/or Incentive Stock Option
     until the date of issuance of a stock certificate for such shares. 
     Nothing in this Plan or in any Award granted confers on any person any
     right to continue in the employ of the Company or its Affiliates or to
     continue to perform services for the Company or its Affiliates or
     interferes in any way with the right of the Company or its Affiliates
     to terminate a Participant's services as an officer or other employee
     at any time.

     No Award under the Plan shall be transferable by the Participant other
     than by will or the laws of descent and distribution and may only be
     exercised during his lifetime by the Participant or by a guardian or
     legal representative.

     12.  AGREEMENT WITH GRANTEES

     Each Award of Options will be evidenced by a written agreement,
     executed by the Participant and the Company which describes the
     conditions for receiving the Awards including the date of Award, the
     exercise price, applicable vesting and exercise periods, and any other
     terms and conditions as may be required by the Board of Directors or
     applicable securities law.

     13.  DILUTION AND OTHER ADJUSTMENTS

          a)  In the event of any change in the outstanding shares of
     Common Stock of the Company by reason of any stock dividend or split,
     recapitalization, combination or exchange of shares, or other similar
     corporate change, or other increase or decrease in such shares without
     receipt or payment of consideration by the Company, the Committee will
     make such adjustments to previously granted Awards, to prevent
     dilution or enlargement of the rights of the Participant, including
     any or all of the following:

          (a)  adjustments in the aggregate number or kind of shares of
               Common Stock which may be awarded under the Plan; 

          (b)  adjustments in the aggregate number or kind of shares of
               Common Stock covered by Awards already made under the Plan;
               and/or

          (c)  adjustments in the purchase price of outstanding Incentive
               and/or Non-statutory Stock Options, or any Limited Rights
               attached to such options.

     No such adjustments may, however, materially change the value of
     benefits available to a Participant under a previously granted Award.

          b)  In the event of a consolidation, reorganization, merger or
     sale of all or substantially all of the assets of the Company in which
     outstanding shares of Common Stock are exchanged for securities, cash
     or other property of any other corporation or business entity or in
     the event of a liquidation of the Company, the Committee and the Board
     of Directors will take one or more of the following actions, as to
     outstanding options:  (i) provide that such options shall be assumed,
     or equivalent options shall be substituted, by the acquiring or
     succeeding corporation (or an affiliate thereof), provided that any
     such options substituted for Incentive Stock Options shall meet the
     requirements of Section 424(a) of the Code, or (ii) in the event of a
     merger under the terms of which holders of the Common Stock of the
     Company will receive upon consummation thereof a cash payment for each
     share surrendered in the merger (the "Merger Price"), make or provide
     for a cash payment to the Participants equal to the difference between
     (A) the Merger Price times the number of shares of Common Stock
     subject to such outstanding Options (to the extent then exercisable at
     prices not in excess of the Merger Price) and (B) the aggregate
     exercise price of all such outstanding Options in exchange for the
     termination of such Options.

     14.  TAX WITHHOLDING

     The Participant shall pay to the Company, or make provision
     satisfactory to the Committee for payment of, any taxes required by
     law to be withheld in respect of options under the Plan no later than
     the date of the event creating the tax liability.  In the Committee's
     sole discretion, a Participant (other than a Participant subject to
     Section 16, who shall be subject to the following sentence) may elect
     to have such tax obligations paid, in whole or in part, in shares of
     Common Stock, including shares retained from the option creating the
     tax obligation.  With respect to Participants subject to Section 16,
     upon the issuance of shares of Common Stock in respect of an option,
     such number of shares issuable shall be reduced by the number of
     shares necessary to satisfy such Participant's federal, and where
     applicable, state withholding tax obligations. For withholding tax
     purposes, the value of the shares of Common Stock shall be the Fair
     Market Value on the date the withholding obligation is incurred.  The
     Company may, to the extent permitted by law, deduct any such tax
     obligations from any payment of any kind otherwise due to the
     Participant.

     15.  AMENDMENT OF THE PLAN

     The Committee may at any time, and from time to time, modify or amend
     the Plan in any respect; provided that shareholder approval shall be
     required for any such modification or amendment which:

          (a)  materially increases the maximum number of shares for which
               options may be granted under the Plan (subject, however, to
               the provisions of Section 13 hereof);

          (b)  reduces the exercise price at which Awards may be granted
               (subject, however, to the provisions of Section 13 hereof);

          (c)  extends the period during which options may be granted or
               exercised beyond the times originally prescribed; or 

          (d)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to
     subsections (a) through (d) of this Section by shareholders shall be
     effective only as to the specific amendment or modification requiring
     such ratification.  Other provisions, sections, and subsections of
     this Plan will remain in full force and effect.

     No such termination, modification or amendment may affect the rights
     of a Participant under an outstanding Award.

     16.  APPROVAL AND EFFECTIVE DATE OF PLAN

     Pursuant to OTS regulations, if the Plan is to be implemented on or
     before September 29, 1996, the Plan must be approved by a majority of
     the shares eligible to be voted at a meeting of the Company's
     stockholders and then submitted to the OTS for its review and
     approval.  This Plan will be effective as of the first day after its
     approval by the Company's stockholders and the OTS, assuming it is so
     approved.  If the Plan receives the approval of less than a majority
     of the shares eligible to be voted at such meeting, but receives the
     approval of a majority of the shares actually voted at the meeting,
     the Plan will be effective as of October 1, 1996.

     17.  TERMINATION OF THE PLAN

     The right to grant Awards under the Plan will terminate ten (10) years
     after the Effective Date of the Plan.  The Board of Directors has the
     right to suspend or terminate the Plan at any time, provided that no
     such action will, without the consent of a Participant, adversely
     affect his rights under a previously granted Award.

     18.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     19.  COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT 

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent any provisions of the Plan or action by
     the Committee fail to so comply, it shall be deemed null and void, to
     the extent permitted by law and deemed advisable by the Committee.

     Notwithstanding any other provision of the Plan, in order to qualify
     for the exemption provided by Rule 16b-3 of the Act, any Common Stock
     acquired by a Participant subject to Section 16 of the Act (a "Section
     16 Participant") upon exercise of an Option the common stock acquired
     may not be sold for six (6) months after the date of grant of the
     Option.

     Exhibit 4(b)

                           STATEWIDE FINANCIAL CORP.
                  1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

     I.   PURPOSES

     The purposes of the Statewide Financial Corp. (the "Company") 1996
     Stock Option Plan for Outside Directors of the Company and its
     affiliates, including the outside directors of Statewide Savings Bank,
     S.L.A. (the "Association") (the "Directors' Option Plan" or the
     "Plan") are to promote the growth and profitability of the Company and
     the Association by providing outside directors of the Company and its
     affiliates with an incentive to achieve long-term objectives of the
     Company and to attract and retain non-employee directors of
     outstanding competence by providing such outside directors with an
     opportunity to acquire an equity interest in the Company. 

     II.  GRANT OF OPTIONS

          (a)  Initial Grant.  Each outside director (for purposes of this
     Directors' Option Plan, the term "Outside Director" shall mean a
     member of the Board of Directors of the Company (the "Board") or any
     of its affiliates who is not also serving as a full-time employee of
     the Company or any of its affiliates), who is serving in such capacity
     on the date of the Company's initial public offering and at the
     effective date of this Directors' Option Plan, is hereby granted
     non-statutory stock options to purchase 26,450 shares of common stock
     of the Company ("Common Stock"). 

     The purchase price per share of the Common Stock deliverable upon the
     exercise of each non-statutory stock option shall be the Fair Market
     Value, as defined in Section II(d), of the Common Stock on the date of
     grant.  The effective date of these initial grants shall be the
     effective date of the Directors' Option Plan as defined in Section V
     hereof ("Effective Date").

          (b)  Grants to Subsequent Outside Directors.  To the extent
     options are available for grant under the Directors' Option Plan, each
     outside director who is first appointed as a director of the Company
     subsequent to the Effective Date (a "Subsequent Outside Director") is
     hereby granted, as of the date on which such Subsequent Outside
     Director is qualified and first begins to serve, non-statutory stock
     options to purchase 26,450 shares of Common Stock, subject to
     adjustment pursuant to Section IV, or to purchase such lesser number
     of shares of Common Stock as remain in this Directors' Option Plan.

     The purchase price per share of the Common Stock deliverable upon
     exercise of such option shall equal the Fair Market value of the
     Common Stock on the date of the grant of this option as determined
     under paragraph (d) of this Section II.

     If options for sufficient shares are not available under the
     Directors' Option  Plan to fulfill the grant under Section II(b)
     hereof to any Subsequent Outside Director first elected subsequent to
     the Effective Date, and thereafter options become available under the
     Directors' Option Plan, such Subsequent Outside Director shall then
     receive options to purchase an amount of shares of Common Stock
     determined by dividing equally among each Subsequent Outside Director,
     options for the number of shares then available under the Outside
     Directors' Plan, not to exceed options for shares with the values set
     forth in the preceding two paragraphs with respect to Subsequent
     Outside Directors, subject to adjustment under Section IV as
     appropriate.  The date of grant shall be the date options for such
     shares become available.  The purchase price per share of the Common
     Stock deliverable upon exercise of  such options shall equal the Fair
     Market Value of the Common Stock on the date the option is granted as
     determined under the paragraph (d) of this Section II.

          (c)  Ineligibility.  An option under the Directors' Option Plan
     shall not be granted to any Outside Director who at any previous time
     was an employee of either the Company or the Association and in such
     capacity was eligible to receive any options to purchase Common Stock.

          (d)  Fair Market Value.  "Fair Market Value" means, with respect
     to shares of Common Stock, the fair market value as determined by the
     Committee in good faith and in a manner established by the Committee
     from time to time; provided, however, if the shares of Common Stock
     are last sale reported over the counter securities, then the "fair
     market value" of such shares on any date shall be the average closing
     price for such securities for the five (5) trading days immediately
     preceding the date in question, as reported on the NASDAQ system.

     III. TERMS AND CONDITIONS

          (a)  Option Agreement.  Each option shall be evidenced by a
     written option agreement between the Company and the recipient
     specifying the numbers of shares of Common Stock that may be acquired
     through its exercise and containing such other terms and conditions
     which are not inconsistent with the terms of this grant.

          (b)  Vesting.  Each option granted pursuant to Section II(a) or
     (b) hereof shall become exercisable in five annual installments of
     twenty percent (20%).  The first installment of options granted
     pursuant to Section II(a) or (b) shall vest one year from the date of
     grant.

          (c)  Manner of Exercise.  The option, when vested, may be
     exercised from time to time, in whole or in part, by delivering a
     written notice of exercise to the Chief Financial Officer of the
     Company signed by the recipient.  Such notice is irrevocable and must
     be accompanied by full payment of the exercise price (as determined
     under Section II(a) or (b) hereof) in cash or shares of previously
     acquired Common Stock at the Fair Market Value of such shares
     determined on the exercise date.

          (d)  Transferability.  Each option granted hereby may be
     exercised only by the recipient to whom it is issued, or in the event
     of the Outside Director's death, his or her personal representative(s)
     or designee(s), heir(s) or devisee(s) pursuant to the terms of Section
     III(e) hereof or as otherwise provided by Rule 16b-3 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

          (e)  Termination of Service.  Upon the termination of a
     recipient's service for any reason other than Disability or death, the
     recipient's stock options shall be exercisable only as to those shares
     which were immediately exercisable by the recipient at the date of
     termination of service.  Unless such termination of service was for
     cause, such options shall remain exercisable for the lesser of (i) the
     remaining term of the option or (ii) 12 months.  If a recipient is
     removed for cause, all options granted to such recipient hereunder
     shall immediately terminate.

     In the event of death or termination of service due to Disability of
     any recipient, all stock options held by such recipient, whether or
     not exercisable at such time, shall become immediately exercisable by
     the recipient or the recipient's legal representatives or
     beneficiaries and shall remain exercisable by the recipient or his/her
     estate for the lesser of (i) the remaining term of the option or (ii)
     12 months.

     For purposes of this Plan, "Disability" means the permanent  and total
     inability by reason of mental or physical infirmity, or both, of an
     outside director to participate in the work of the Board and any
     Committees thereof to which he/she may be assigned, including
     attending meetings of the Board and such Committees.  Additionally, a
     medical doctor selected or approved by the Board of Directors must
     advise the Board that it is either not possible to determine when such
     disability will terminate or that it appears probable that such
     disability will be permanent during the remainder of said recipient's
     lifetime.  "Cause" means the removal of an Outside Director or
     Subsequent Outside Director because of a material loss to the Company
     or one of its affiliates caused by the Outside Director or Subsequent
     Outside Director's personal dishonesty, willful misconduct, any breach
     of fiduciary duty involving personal profit, intentional failure to
     perform stated duties, or the willful violation of any law, rule or
     regulation (other than traffic violations or similar offenses) or
     final cease and desist order.

          (f)  Termination of Option.  Options shall expire one hundred and
     twenty (120) months following the date of grant.

     IV.  COMMON STOCK SUBJECT TO THE DIRECTORS' OPTION PLAN

          (a)  Subject to adjustment as provided in paragraph (b) hereof,
     the maximum number of shares reserved hereby for purchase pursuant to
     the exercise of options granted under the Plan shall not exceed
     158,700 shares of Common Stock of the Company.  These shares of Common
     Stock may be either authorized but unissued shares or shares
     previously issued and reacquired by the Company.  To the extent that
     options granted under the Plan terminate, expire or are canceled
     without having been exercised, new awards may be made with respect to
     these shares. 

          (b)  In the event of any change or changes in the outstanding
     Common Stock of the Company effected without receipt of consideration
     by the Company or payment of consideration by the Company, such as by
     any stock dividend or split, recapitalization, reorganization,
     combination or any similar corporate change, or other increase or
     decrease in such shares the number of shares of Common Stock which may
     be issued under this Directors' Option Plan, the number of shares of
     Common Stock subject to options granted under this Directors' Option
     Plan and the option price of such options, shall be automatically
     adjusted to prevent dilution or enlargement of the rights granted to
     recipient under the Directors' Option Plan.

          (c)  In the event of a consolidation, merger, reorganization or
     sale of all or substantially all of the assets of the Company in which
     outstanding shares of Common Stock are exchanged for securities, cash
     or other property of any other corporation or business entity or in
     the event of a liquidation of the Company (collectively an
     "Extraordinary Event"), the following rules shall apply:  (i) holders
     of Options shall continue to have the right to exercise their
     unexercised but currently exercisable Options on or before the day
     before the date of consummation of the Extraordinary Event, (ii) if
     any Option holders shall not have exercised their Options on or before
     the date of such consummation and if, under the terms of the
     Extraordinary Event holders of the Common Stock of the Company will
     receive upon consummation thereof payment in cash, securities or other
     property (the "Event Payment") for each share surrendered in the
     Extraordinary Event (the "Event Price"), then an Event Payment equal
     to the difference between (A) the Event Price times the number of
     shares of Common Stock subject to each Non-Employee Director's
     outstanding Options (to the extent then exercisable at prices not in
     excess of the Event Price) and (B) the aggregate exercise price of all
     such outstanding Options shall be made to each Non-Employee Director
     in exchange for the termination of such Options, (iii) notwithstanding
     the foregoing provisions of clause (ii), if the Extraordinary Event
     involves an exchange by the acquiring party solely of its voting
     securities in a reorganization pursuant to which holders of the Common
     Stock will not recognize gain or loss on the exchange of such
     securities until such holders dispose of the new voting securities
     acquired in such exchange, then the acquiring party shall have the
     right to provide that such Options shall be assumed, or equivalent
     options shall be substituted by the acquiring or succeeding
     corporation (or an affiliate thereof); provided that the Non-Employee
     Director shall not, as a result of such provision, be required to
     recognize gain or loss on the exchange of Options, (iv) in no event
     shall the operation of the foregoing provisions be permitted to cause
     the Non-Employee Director or the Plan to fail to comply with Rule
     16b-3 of the Act, and (v) in the unlikely event any Options shall
     remain outstanding after giving effect to the foregoing provisions
     such Options shall terminate on the date the Extraordinary Event is
     consummated. 

     V.   APPROVAL AND EFFECTIVE DATE OF THE PLAN

     Pursuant to OTS regulations if the Plan is to be implemented on or
     before September 29, 1996, the Plan must be approved by a majority of
     the shares eligible to be voted at a meeting of the Company's
     stockholders at which the Plan is submitted for stockholder approval
     and by the OTS.  The Plan will become effective upon the first day it
     is so approved by the stockholders and the OTS.  If the Plan receives
     the approval of less than a majority of the shares eligible to be
     voted at such meeting, but receives the approval of a majority of the
     shares actually voted at the meeting, the Plan will be effective as of
     October 1, 1996.

     VI.  TERMINATION OF THE PLAN

     The right to grant options under the Directors' Option Plan will
     terminate automatically ten years after the Effective Date of the
     Plan.  A majority of the outstanding shares of the Common Stock
     entitled to vote is required to terminate the Directors' Option Plan
     for any other reason; provided, however, no such termination shall,
     without the consent of the affected recipient, affect such recipient's
     rights under a previously granted option.

     VII. TAXES

     There may be deducted from each distribution of Common Stock under the
     Plan sufficient amounts to cover for any applicable tax obligations
     incurred as a result of the exercise of options under the Plan.  

     VIII.     AMENDMENT OF THE PLAN

          The Directors' Option Plan may be amended form time to time by
     the Board of Directors of the Company provided that Sections II and
     III hereof shall not be amended more than once every six months other
     than to comport with the Internal Revenue Code of 1986, as amended, or
     the Employee Retirement Income Security Act of 1974, as amended, or
     the rules thereunder.  Except as provided in Section IV hereof, rights
     and obligations under any option granted before an amendment shall not
     be altered or impaired by such amendment without the written consent
     of the optionee.  If any amendment would require shareholder approval
     under Rule 16(b)-3, such amendment shall be presented to shareholders
     for ratification, provided, however, that the failure to obtain
     shareholder ratification shall not affect the validity of this Plan as
     so amended and the options granted thereunder.

     IX.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     X.   COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent that any provision of the Plan fails to
     so comply, such provision shall be deemed null and void, to the extent
     permitted by law.  Notwithstanding any other provision of the Plan, in
     order to qualify for the exemption provided by Rule 16b-3 under the
     Exchange Act, any Common Stock acquired by a Non-Employee Director
     upon exercise of an Option may not be sold for six (6) months after
     the date of grant of the Option.  The Committee shall have no
     authority to take any action if the authority to take such action, or
     the taking of such action, would disqualify the Plan from the
     exemption provided by Rule 16b-3 under the Act.

     Exhibit 4(c)

                           STATEWIDE FINANCIAL CORP.
                      1996 RECOGNITION AND RETENTION PLAN
                      FOR EXECUTIVE OFFICERS AND EMPLOYEES

     1.   PURPOSE

     The purpose of the Statewide Financial Corp. (the "Company") 1996
     Recognition and Retention Plan for Executive Officers and
     Employees(the "Plan") is to advance the interests of the Company and
     its shareholders by providing those key employees of the Company and
     its Affiliates, including Statewide Savings Bank, S.L.A. (the
     "Association"), upon whose judgment, initiative and efforts the
     successful conduct of the business of the Company and its affiliates
     largely depends, with additional incentive to perform in a superior
     manner.  A purpose of the Plan is also to attract people of experience
     and ability to the service of the Company and its Affiliates.

     2.   DEFINITIONS

          (a)  "Affiliate" means (i) a member of a controlled group of
     corporations of which the Company is a member, and (ii) an
     unincorporated trade or business which is under common control with
     the Company as determined in accordance with Section 414(c) of the
     Internal Revenue Code of 1986, as amended (the "Code"), and the
     regulations issued thereunder.  For purposes hereof, a "controlled
     group of corporations" shall mean a controlled group of corporations
     as defined in Section 1563(a) of the Code determined without regard to
     Section 1563(a)(4) and (e)(3)(C).

          (b)  "Award" means a grant of Restricted Stock under the
     provisions of this Plan.

          (c)  "Board of Directors" or "Board" means the Board of Directors
     of the Company.

          (d)  "Committee" means a committee consisting of those members of
     the Compensation/Benefits Committee of the Company who are
     non-employee members of the Board of Directors, all of whom are
     "disinterested persons" as such term is defined" under Rule 16b-3 of
     the Exchange Act, as promulgated by the Securities and Exchange
     Commission.

          (e)  "Common Stock" means the common stock of the Company, no par
     value per share.

          (f)  "Date of Grant" means the date an Award granted by the
     Committee is effective pursuant to the terms hereof.

          (g)  "Disability" means the permanent and total inability by
     reason of mental or physical infirmity, or both, of an employee to
     perform the work customarily assigned to him.  Additionally, a medical
     doctor selected or approved by the Board of Directors must advise the
     Committee that it is either not possible to determine when such
     Disability will terminate or that it appears probable that such
     Disability will be permanent during the remainder of said
     participant's lifetime.

          (h)  "Participant" means an employee of the Company or its
     affiliates chosen by the Committee to participate in the Plan.

          (i)  "Restricted Stock" means shares of the Common Stock granted
     hereunder and subject to the restrictions of Sections 6.2 and 6.3
     hereof.

          (j)  "Restriction Period" shall mean the period of time during
     which the Restricted Stock is subject to the restrictions of the Plan,
     to be set at the Committee's discretion subject to Section 6.3 hereof.

          (k)  "Retirement" means retirement at the normal or early
     retirement date as set forth in any tax-qualified or non-tax qualified
     retirement plan of the Company or as determined under any retirement
     policy of the Company.

          (l)  "Section 16" means Section 16 of the Securities Exchange Act
     of 1934, as amended, and the rules and regulations thereunder.

     3.   ADMINISTRATION

     The Plan shall be administered by the Committee.  The Committee is
     authorized, subject to the provisions of the Plan, to select
     participants, to determine the amount of Awards, to establish the
     terms and conditions of such Awards, to establish such rules and
     regulations as it deems necessary for the proper administration of the
     Plan and to make whatever determinations and interpretations in
     connection with the Plan it deems necessary or advisable.  All
     determinations and interpretations made by the Committee shall be
     binding and conclusive on all Participants in the plan and on their
     legal representatives and beneficiaries.

     4.   STOCK SUBJECT TO THE PLAN

     The maximum number of shares reserved for issuance pursuant to Awards
     hereunder is 148,120 shares of Common Stock of the Company, subject to
     adjustment pursuant to Section 6.5 hereof.  These shares of Common
     Stock may be either authorized but unissued shares or shares
     previously issued and reacquired by the Company.  To the extent that
     Awards granted under the Plan are canceled prior to the end of their
     applicable Restriction Period, new Awards may be made with respect to
     these shares.

     5.   ELIGIBILITY

     Officers and other employees of the Company or its Affiliates shall be
     eligible to receive Awards and Directors who are not employees or
     officers of the Company or its affiliates shall not be eligible to
     receive Awards under the Plan.    

     6.   GRANTS OF RESTRICTED STOCK

          6.1  Awards
               ------

          Each Participant shall execute and deliver to the Committee an
          agreement as required under Section 8, an escrow agreement
          satisfactory to the Committee and the appropriate blank stock
          powers with respect to the Restricted Stock covered by such
          agreements.  The Committee shall then cause stock certificates
          registered in the name of the Participant to be issued and
          deposited together with the stock powers with an escrow agent to
          be designated by the Committee.  The Committee shall cause the
          escrow agent to issue to the Participant a receipt evidencing any
          stock certificate held by it registered in the name of the
          Participant.

          6.2  Restrictions
               ------------

          (a)  Restricted Stock awarded to a Participant shall be subject
          to the following restrictions until the expiration of the
          Restriction Period:  (i) a Participant shall be issued, but shall
          not be entitled to delivery of the stock certificate; (ii) the
          shares of Common Stock shall be subject to the restrictions on
          transferability set forth in Section 7; (iii) the shares of
          Common Stock shall be forfeited and the stock certificates shall
          be returned to the Company and all rights of the Participant to
          such shares and as a shareholder shall terminate without further
          obligation on the part of the Company when a Participant leaves
          the employ of the Company, except in the case of Disability or
          death; and (iv) any other restrictions which the Committee may
          determine in advance are necessary or appropriate, including
          termination of Restricted Stock Awards to Grantees other than
          Employees.

          (b)  The Committee shall have the authority to remove any or all
          of the restrictions on the Restricted Stock whenever it may
          determine that, by reason of changes in applicable laws or other
          changes in circumstances arising after the date of the Restricted
          Stock Award, such action is appropriate.

          6.3  Restriction Period
               ------------------

          Notwithstanding anything contained in Section 3 hereof, in
          compliance with the regulations of the Office of Thrift
          Supervision, all Awards granted hereunder, shall be subject to
          the following minimum Restriction Period:

          All Awards shall be subject to a five-year Restriction Period,
          with restrictions lapsing on 20 percent of the Restricted Stock
          per year, commencing on the first anniversary of the date of the
          Award.  Common Stock on which restrictions have lapsed shall not
          be subject to the provisions of Section 6.2 hereof.  By the fifth
          anniversary of the date of grant, all restrictions shall have
          lapsed, provided, however, that in the event of a Participant's
          Disability or death, the remaining Restriction Period for any
          Award shall lapse and the shares of Common Stock held by such
          Participant shall become unrestricted.  

          The Committee shall have the authority in its discretion, to
          impose a greater Restriction Period for any Award than those set
          forth above.

          6.4  Delivery of Shares of Common Stock
               ----------------------------------

          At the expiration of the Restriction Period, a stock certificate
          evidencing the Restricted Stock with respect to which the
          Restriction Period has expired (to the nearest full share) shall
          be delivered without charge to the Participant or his personal
          representative free of all restrictions under the Plan.

          6.5  Dilution and Adjustments
               ------------------------

          (a)  In the event of any change or changes in the outstanding
          Common Stock of the Company is effected without receipt of
          consideration by the Company or payment of consideration by the
          Company, such as by any stock dividend or split,
          recapitalization, reorganization, combination or any similar
          corporate change, or other increase or decrease in such shares,
          the number of shares of Common Stock which may be issued under
          this Plan shall be automatically adjusted.

          (b)  In the event of a consolidation, merger, reorganization or
          sale of all or substantially all of the assets of the Company in
          which outstanding shares of Common Stock are exchanged for
          securities, cash or other property or any other corporation or
          business entity (the "Surviving Corporation"), the Committee and
          the Board of Directors will provide that this Plan be assumed by
          the Surviving Corporation in such transaction, and that shares of
          the common stock of such Surviving Corporation shall be issued in
          exchange for shares of Common Stock subject to Awards hereunder
          and still subject to the restrictions of Section 6.2.  Such
          replacement shares will remain subject to the restrictions of
          Section 6.2 for their remaining Restriction Period.  The number
          of replacement shares issued in exchange for the Common Stock
          will be determined based upon the per share price paid all
          shareholders of the Company by the Surviving Corporation.

     7.   NONTRANSFERABILITY

     Nothing in this Plan or in any Award granted confers on any person any
     right to continue in the employ of the Company, the Association or its
     Affiliates or to continue to perform services for the Company, the
     Association or its Affiliates or interferes in any way with the right
     of the Company or its Affiliates to terminate a Participant's services
     as an officer or other employee at any time.

     No Restricted Stock subject to an Award under the Plan shall be
     transferable by the participant other than by will or the laws of
     descent and distribution and may only be exercised during his lifetime
     by the Participant or by a guardian or legal representative.

     8.   AGREEMENT WITH PARTICIPANTS

     Each Award will be evidenced by a written agreement, executed by the
     Participant and the Company which describes the conditions for
     receiving the Awards including the date of Award, the applicable
     Restriction Period, and any other terms and conditions as may be
     required by the Board of Directors or applicable securities law.

     9.   TAX WITHHOLDING

     Whenever shares of Common Stock are to be issued or delivered pursuant
     to the Plan, the Company shall have the right, in its sole discretion,
     to either (i) require the Participant to remit to the Company or (ii)
     withhold from any salary, wages or other compensation payable by the
     Company to the Participant, an amount sufficient to satisfy federal,
     state, and local withholding tax requirements prior to the delivery of
     any certificate or certificates for such shares.  Whenever payments
     are to be made in cash, such payments shall be net of an amount
     sufficient to satisfy federal, state and local withholding tax
     requirements and authorized deductions.

     10.  AMENDMENT OF THE PLAN

     The Committee may at any time, and from time to time, modify or amend
     the Plan in any respect; provided that shareholder approval shall be
     required for any such modification or amendment which:

          (a)  materially increases the maximum number of shares for which
               Awards may be granted under the Plan; or

          (b)  changes the persons eligible to participate in the Plan.

     Failure to ratify or approve amendments or modifications to
     subsections (a) and (b) of this Section by shareholders shall be
     effective only as to the specific amendment or modification requiring
     such ratification.  Other provisions, sections, and subsections of
     this Plan will remain in full force and effect.

     No such termination, modification or amendment may affect the rights
     of a Participant under an outstanding Award.

     11.  APPROVAL AND EFFECTIVE DATE OF PLAN

     Pursuant to OTS regulations, if the Plan is to be implemented on or
     before September 29, 1996, the Plan must be approved by a majority of
     the shares eligible to be voted at a meeting of the Company's
     stockholders and then submitted to the OTS for its review and
     approval.  Assuming it is so approved, this Plan will be effective as
     of the first day after its approval by the Company's stockholders and
     the OTS.  If the Plan receives the approval of less than a majority of
     the shares eligible to be voted at such meeting, but receives the
     approval of a majority of the shares actually voted at such meeting,
     the Plan will be effective as of October 1, 1996.

     12.  TERMINATION OF THE PLAN

     The right to grant Awards under the Plan will terminate ten (10) years
     after the Effective Date of the Plan.  The Board of Directors has the
     right to suspend or terminate the Plan at any time, provided that no
     such action will, without the consent of a Participant, adversely
     affect his rights under a previously granted Award.

     13.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     14.  COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT 

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent any provisions of the Plan or action by
     the Committee fail to so comply, it shall be deemed null and void, to
     the extent permitted by law and deemed advisable by the Committee.

     Exhibit 4(d)

                           STATEWIDE FINANCIAL CORP.
                      1996 RECOGNITION AND RETENTION PLAN
                             FOR OUTSIDE DIRECTORS

     7.   PURPOSE

     The purpose of the Statewide Financial Corp. (the "Company") 1996
     Recognition and Retention Plan for Outside Directors (the "Plan") is
     to promote the growth and profitability of the Company and its
     subsidiary, Statewide Savings Bank, S.L.A. (the "Association") by
     providing outside directors of the Company and its Affiliates with an
     incentive to achieve long-term objectives of the Company and to
     attract and retain non-employee directors of outstanding competence by
     providing such outside directors with an opportunity to acquire an
     equity interest in the Company.

     8.   DEFINITIONS

          (a)  "Affiliate" means (i) a member of a controlled group of
     corporations of which the Company is a member, and (ii) an
     unincorporated trade or business which is under common control with
     the Company as determined in accordance with Section 414(c) of the
     Internal Revenue Code of 1986, as amended (the "Code"), and the
     regulations issued thereunder.  For purposes hereof, a "controlled
     group of corporations" shall mean a controlled group of corporations
     as defined in Section 1563(a) of the Code determined without regard to
     Section 1563(a)(4) and (e)(3)(C).

          (b)  "Award" means a grant of Restricted Stock under the
     provisions of this Plan.

          (c)  "Board of Directors" or "Board" means the Board of Directors
     of the Company.

          (d)  "Committee" means a committee consisting of those members of
     the Compensation/Benefits Committee of the Company.

          (e)  "Common Stock" means the common stock of the Company, no par
     value per share.

          (f)  "Date of Grant" means the date an Award granted by the
     Committee is effective pursuant to the terms hereof.

          (g)  "Disability" means the permanent and total inability by
     reason of mental or physical infirmity, or both, of an outside
     director to participate in the work of the Board and any Committees
     thereof to which he may be assigned, including attending meetings of
     the Board and such Committees.  Additionally, a medical doctor
     selected or approved by the Board of Directors must advise the Board
     that it is either not possible to determine when such disability will
     terminate or that it appears probable that such disability will be
     permanent during the remainder of said recipient's lifetime.

          (h)  "Participant" means an Outside Director (as defined in
     Section 5.1 (a)) or a Subsequent Outside Director (as defined in
     Section 5.1(b) hereof) who participates in the Plan.

          (i)  "Restricted Stock" means shares of the Common Stock granted
     hereunder and subject to the restrictions of Sections 5.2 and 5.3
     hereof.

          (j)  "Restriction Period" shall mean the period of time during
     which the Restricted Stock is subject to the restrictions of the Plan
     set forth in Section 5.3 hereof.

     (k)  "Section 16" means Section 16 of the Securities Exchange Act of
     1934, as amended, and the rules and regulations thereunder.

     9.   ADMINISTRATION

     The Plan shall be administered by the Committee.  The Committee is
     authorized, subject to the provisions of the Plan, to establish such
     rules and regulations as it deems necessary for the proper
     administration of the Plan and to make whatever determinations and
     interpretations in connection with the Plan it deems necessary or
     advisable.  All determinations and interpretations made by the
     Committee shall be binding and conclusive on all Participants in the
     plan and on their legal representatives and beneficiaries.

     10.  STOCK SUBJECT TO THE PLAN

     The maximum number of shares reserved for issuance pursuant to Awards
     hereunder is 63,480 shares of Common Stock of the Company, subject to
     adjustment pursuant to Section 5.4.  These shares of Common Stock may
     be either authorized but unissued shares or shares previously issued
     and reacquired by the Company.  To the extent that Awards granted
     under the Plan are canceled prior to the end of their applicable
     Restriction Period, new Awards may be made with respect to these
     shares.

     11.  GRANTS OF RESTRICTED STOCK

          5.1  Awards
               ------

          (a)  Initial Awards.  Each outside director (for purposes of this
          Plan, the term "Outside Director" shall mean a member of the
          Board of Directors or any of its Affiliates who is not also
          serving as a full-time employee of the Company or any of its
          Affiliates), who is serving in such capacity on the effective
          date of this Plan, is hereby granted an Award of 10,580 shares of
          Restricted Stock.

          The effective date of these initial Awards shall be the effective
          date of the Plan as defined in Section 10 hereof ("Effective
          Date").

          (b)  Awards to Subsequent Outside Directors.  To the extent
          shares of Restricted Stock are available for Awards under the
          Plan, each Outside Director who is first appointed as a director
          of the Company subsequent to the Effective Date (a "Subsequent
          Outside Director") is hereby granted, as of the date on which
          such Subsequent Outside Director is qualified and first begins to
          serve as an Outside Director, an Award of 10,580 shares of
          Restricted Stock or such lesser number of shares of Common Stock
          as remain in this Plan.

          If sufficient shares are not available under the Plan to fulfill
          Awards under Section 6.1(b) hereof to any Subsequent Outside
          Director and thereafter shares become available, such Subsequent
          Outside Director shall then receive Awards of Restricted Stock
          determined by dividing equally among each Subsequent Outside
          Director, Awards for the number of shares then available under
          the Plan.  The date of grant shall be the date Awards for such
          shares become available.

          (c)  Ineligibility.  An Award under the Plan shall not be granted
          to any Outside Director who at any previous time was an employee
          of either the Company or the Association and in such capacity was
          eligible to receive any options to purchase Common Stock.

          5.2  Restrictions
               ------------

          (a)  Restricted Stock awarded to a Participant shall be subject
          to the following restrictions until the expiration of the
          Restriction Period:  (i) a Participant shall be issued, but shall
          not be entitled to delivery of the stock certificate; (ii) the
          shares of Common Stock shall be subject to the restrictions on
          transferability set forth in Section 7; and (iii) the shares of
          Common Stock shall be forfeited and the stock certificates shall
          be returned to the Company and all rights of the Participant to
          such shares and as a shareholder shall terminate without further
          obligation on the part of the Company when a Participant leaves
          service with the Board of Directors of the Company or its 
          Affiliates, except in the case of Disability or death. 

          (b)  The Committee shall have the authority to remove any or all
          of the restrictions on the Restricted Stock whenever it may
          determine that, by reason of changes in applicable laws or other
          changes in circumstances arising after the date of the Restricted
          Stock Award, such action is appropriate.

          5.3  Restriction Period
               ------------------

          In compliance with the regulations of the Office of Thrift
          Supervision, all Awards granted hereunder, shall be subject to
          the following Restriction Period:

          All Awards shall be subject to a five-year Restriction Period,
          with restrictions lapsing on 20 percent of the Restricted Stock
          per year, commencing on the first anniversary of the date of the
          Award.  Common Stock on which restrictions have lapsed shall not
          be subject to the provisions of Section 5.2 hereof.  By the fifth
          anniversary of the date of grant, all restrictions shall have
          lapsed, provided, however, that in the event of a Participant's
          Disability or death, the remaining Restriction Period for any
          Award shall lapse and the shares of Common Stock held by such
          Participant shall become unrestricted.

          5.4  Dilution and Adjustments
               ------------------------

          (a)  In the event of any change or changes in the outstanding
          Common Stock of the Company is effected without receipt of
          consideration by the Company or payment of consideration by the
          Company, such as by any stock dividend or split,
          recapitalization, reorganization, combination or any similar
          corporate change, or other increase or decrease in such shares,
          the number of shares of Common Stock which may be issued under
          this Plan shall be automatically adjusted.

          (b)  In the event of a consolidation, merger, reorganization or
          sale of all or substantially all of the assets of the Company in
          which outstanding shares of Common Stock are exchanged for
          securities, cash or other property or any other corporation or
          business entity (the "Surviving Corporation"), the Committee and
          the Board of Directors will provide that this Plan be assumed by
          the Surviving Corporation in such transaction, and that shares of
          the common stock of such Surviving Corporation shall be issued in
          exchange for shares of Common Stock subject to Awards hereunder
          and still subject to the restrictions of Section 5.2.  Such
          replacement shares will remain subject to the restrictions of
          Section 5.2 for their remaining Restriction Period.  The number
          of replacement shares issued in exchange for the Common Stock
          will be determined based upon the per share price paid all
          shareholders of the Company by the Surviving Corporation.

          5.5  Delivery of Shares of Common Stock
               ----------------------------------

          At the expiration of the Restriction Period, a stock certificate
          evidencing the Restricted Stock with respect to which the
          Restriction Period has expired (to the nearest full share) shall
          be delivered without charge to the Participant or his personal
          representative free of all restrictions under the Plan.

     6.   NONTRANSFERABILITY

     Nothing in this Plan or in any Award granted confers on any person any
     right to continue as a Director the Company or its Affiliates or to
     continue to perform services for the Company or its Affiliates. 

     7.   AGREEMENT WITH PARTICIPANTS

     Each Award will be evidenced by a written agreement, executed by the
     Participant and the Company which describes the conditions for
     receiving the Awards including the date of Award, the applicable
     Restriction Period, and any other terms and conditions as may be
     required by the Board of Directors or applicable securities law.

     8.   TAX WITHHOLDING

     Whenever shares of Common Stock are to be issued or delivered pursuant
     to the Plan, the Company shall have the right, in its sole discretion,
     to either (i) require the Participant to remit to the Company or (ii)
     withhold from any salary, wages or other compensation payable by the
     Company to the Participant, an amount sufficient to satisfy federal,
     state, and local withholding tax requirements prior to the delivery of
     any certificate or certificates for such shares.  Whenever payments
     are to be made in cash, such payments shall be net of an amount
     sufficient to satisfy federal, state and local withholding tax
     requirements and authorized deductions.

     9.   AMENDMENT OF THE PLAN

     This Plan may be amended form time to time by the Board of Directors
     of the Company provided that Section 5 hereof shall not be amended
     more than once every six months other than to comport with the
     Internal Revenue Code of 1986, as amended.  If any amendment would
     require shareholder approval under Rule 16(b)-3, such amendment shall
     be presented to shareholders for ratification, provided, however, that
     the failure to obtain shareholder ratification shall not affect the
     validity of this Plan as so amended and the options granted
     thereunder.

     10.  APPROVAL AND EFFECTIVE DATE OF PLAN

     Pursuant to OTS regulations, if the Plan is to be implemented on or
     prior to September 29, 1996, the Plan must be approved by a majority
     of the shares eligible to be voted at a meeting of the Company's
     stockholders and then submitted to the OTS for its review and
     approval.  If the Plan is so approved, the Plan will become effective
     45 days after its approval by the Company stockholders and the OTS. 
     If the Plan receives the approval of less than a majority of the
     shares eligible to be voted at such meeting but receives the approval
     of a majority of shares actually voted at such meeting, the Plan will
     be effective as of October 1, 1996.

     11.  TERMINATION OF THE PLAN

     The right to grant Awards under the Plan will terminate ten (10) years
     after the Effective Date of the Plan.  The Board of Directors has the
     right to suspend or terminate the Plan at any time, provided that no
     such action will, without the consent of a Participant, adversely
     affect his rights under a previously granted Award.

     13.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State
     of New Jersey.

     14.  COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT 

     Transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3 or its successors under the
     Exchange Act.  To the extent any provisions of the Plan or action by
     the Committee fail to so comply, it shall be deemed null and void, to
     the extent permitted by law and deemed advisable by the Committee.

     Exhibit 5(a)

                                                 August 1, 1996

     RE:  Statewide Financial Corp.
          Registration Statement on Form S-8 
          ----------------------------------

     Statewide Financial Corp.  
     70 Sip Avenue
     Jersey City, NJ  07306

     Dear Sirs:

     We have acted as counsel for Statewide Financial Corp., a New Jersey
     corporation (the "Company"), in connection with the Registration
     Statement on Form S-8 being filed by the Company with the Securities
     and Exchange Commission pursuant to the Securities Act of 1933, as
     amended, relating to an aggregate of 740,600 shares of Common Stock,
     no par value per share, of the Company (the "Shares"), (i) up to
     370,300 of which are reserved for issuance and sale pursuant to the
     Company's 1996 Incentive Stock Option Plan (the "ISO Shares"); (ii) up
     to 158,700 of which are reserved for issuance and sale pursuant to the
     Company's 1996 Stock Option Plan for Outside Directors (the "Outside
     Director Shares"); (iii) up to 148,120 of which are reserved for
     issuance pursuant to the Company's 1996 Recognition and Retention Plan
     for Executive Officers and Employees (the "Executive RRP Shares"); and
     (iv) up to 63,480 of which are reserved for issuance pursuant to the
     Company's 1996 Recognition and Retention Plan for Outside Directors
     (the "Outside Director RRP Shares").  Each of the 1996 Incentive Stock
     Option Plan and the 1996 Stock Option Plan for Outside Directors are
     herein referred to as an "Option Plan".  Each of the 1996 Recognition
     and Retention Plan for Outside Directors and the 1996 Recognition and
     Retention Plan for Executive Officers and Employees are herein
     referred to a "RRP Plan".

     In so acting, we have examined, and relied as to matters of fact upon,
     the originals, or copies certified or otherwise identified to our
     satisfaction, of the Certificate of Incorporation and By-laws of the
     Company, each Option Plan and RRP Plan, and such other certificates,
     records, instruments and documents, and have made such other and
     further investigations, as we have deemed necessary or appropriate to
     enable us to express the opinion set forth below.  In such
     examination, we have assumed the genuineness of all signatures, the
     legal capacity of natural persons, the authenticity of all documents
     submitted to us as originals, the conformity to original documents of
     all documents submitted to us as certified or photostatic copies, and
     the authenticity of the originals of such latter documents.

     Based upon the foregoing, we are of the opinion that:

          1. Upon issuance and delivery by the Company of the ISO Shares
     pursuant to the exercise of stock options and payment of the exercise
     price therefor in accordance with the terms set forth in such options
     and the Company's 1996 Incentive Stock Option Plan, in cash or other
     consideration permitted under Section 14A:7-5 of the New Jersey
     Business Corporation Act (the "Act"), the ISO Shares issued thereunder
     will be legally issued, fully paid and non-assessable; 
      
          2. Upon issuance and delivery by the Company of the Outside
     Director Shares pursuant to the exercise of stock options and payment
     of the exercise price therefor in accordance with the terms set forth
     in such options and the Company's 1996 Stock Option Plan for Outside
     Directors, in cash or other consideration permitted under Section
     14A:7-5 of the Act, the Outside Director Shares issued thereunder will
     be legally issued, fully paid and non-assessable;

          3. Upon issuance and delivery by the Company of the Executive RRP
     Shares pursuant to the terms of the Company's 1996 Recognition and
     Retention Plan for Executive Officers and Directors, the Executive RRP
     Shares issued thereunder will be legally issued, fully paid and
     non-assessable, subject, however, to the potential for forfeiture of
     the Executive RRP Shares pursuant to the terms of the RRP Plan; and

          4. Upon issuance and delivery by the Company of the Outside
     Director RRP Shares pursuant to the terms of the Company's 1996
     Recognition and Retention Plan for Outside Directors, the Outside
     Director RRP Shares issued thereunder will be legally issued, fully
     paid and non-assessable, subject, however, to the potential for
     forfeiture of the Executive RRP Shares pursuant to the terms of the
     RRP Plan.

     The issuance of the Shares is subject to the continuing effectiveness
     of the Registration Statement and the qualification, or exemption from
     registration, of such Shares under certain state securities laws.

     We hereby consent to the filing of this opinion as an exhibit to the
     Registration Statement.  In giving the foregoing consent, we do not
     admit that we are in the category of persons whose consent is required
     under Section 7 of the Securities Act of 1933, as amended, or the
     rules and regulations of the Securities and Exchange Commission
     promulgated thereunder.

                                        Very truly yours,

                                        McCarter & English

     Exhibit 23(a)

                        INDEPENDENT ACCOUNTANTS' CONSENT
                        --------------------------------

     The Board of Directors
     Statewide Financial Corp.:

     We consent to incorporation by reference in the registration statement
     on Form S-8 of Statewide Financial Corp. of our report dated January
     26, 1996, relating to the consolidated financial statements of
     Statewide Financial Corp. and subsidiary as of December 31, 1995 and
     March 31, 1995, and for the nine-month period ended December 31, 1995
     and the year ended March 31, 1995, and also relating to the
     adjustments that were applied to restate the March 31, 1994
     consolidated financial statements, as described in the notes to those
     financial statements, which report appears in the December 31, 1995
     Transition Report on Form 10-K of Statewide Financial Corp.

     Our report refers to a change in the method of accounting for certain
     investments in debt and equity securities effective April 1, 1994.

     KPMG Peat Marwick LLP

     Short Hills, New Jersey
     August 1, 1996

     Exhibit 23(b) 

                          INDEPENDENT AUDITORS' REPORT

     We consent to the incorporation by reference in this Registration
     Statement of Statewide Financial Corp. on Form S-8 of our report dated
     June 3, 1994 (which expresses an unqualified opinion and includes an
     explanatory paragraph relating to a change in the method of accounting
     for income taxes) relating to the consolidated statements of income,
     shareholders' equity and cash flows of Statewide Savings Bank, S.L.A.
     for the year ended March 31, 1994, before the restatement for the
     change in the method of goodwill amortization and the change in the
     method of accounting for impaired loans resulting from the adoption
     SFAS No. 114 as amended by SFAS No. 118 (not presented herein)
     appearing in the Registrant's Annual Report on Form 10-K for the nine
     month period ended December 31, 1995, as filed with the Securities and
     Exchange Commission on March 27, 1996.

     Deloitte & Touche LLP

     Parsippany, New Jersey
     July 31, 1996

     Exhibit 24(a)

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Victor M. Richel as his true
     and lawful attorney-in-fact and agent, with full power of substitution
     and resubstitution, for him and in his name, place and stead, in any
     and all capacities, to sign any and all amendments and post-effective
     amendments to that certain Registration Statement of Statewide
     Financial Corp. on Form S-8, and to file the same with all exhibits
     thereto, and grants unto said attorney-in-fact and agent full power
     and authority to do and perform each and every act and thing requisite
     and necessary to be done in and about the premises, as fully to all
     intents and purposes as he might or could do in person, hereby
     ratifying and confirming all that said attorney-in-fact and agent, or
     his substitute or substitutes, may lawfully do or cause to be done by
     virtue hereof.
        
     This Power of Attorney may be executed in one or more counterparts.

     The foregoing Power of Attorney was prepared in conjunction with the
     Registration Statement on Form S-8 and has been duly signed by the
     following persons in the capacities and dates indicated.

     Signature               Title                 Date
     ---------               -----                 ----

     /s/Thomas V. Whelan     Director              August 2, 1996
     --------------------
     Thomas V. Whelan

     /s/Maria Ramirez        Director              August 2, 1996
     ----------------
     Maria Ramirez

     /s/Walter G. Scott, Jr. Director              August 2, 2996
     -----------------------
     Walter G. Scott, Jr.

     /s/Stephen R. Tilton    Director              August 2, 1996
     --------------------
     Stephen R. Tilton