Registration No. 333-_________

    As filed with the Securities and Exchange Commission on October 15, 2008



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

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933



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

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


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

               Oritani Financial Corp. 2007 Equity Incentive Plan
                            (Full Title of the Plan)


                                   Copies to:




      Mr. Kevin J. Lynch                             Marc P. Levy, Esquire
Chairman of the Board, President and         Luse Gorman Pomerenk & Schick, P.C.
     Chief Executive Officer                5335 Wisconsin Ave., N.W., Suite 400
     Oritani Financial Corp.                     Washington, DC 20015-2035
      370 Pascack Road                               (202)  274-2000
Township of Washington, New Jersey 07676
      (201) 664-5400
(Name, Address and Telephone
 Number of Agent for Service)


<PAGE>
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>                     <C>                    <C>
Common stock, par value
$0.01 per share                794,823 (2)         $16.14 (6)            $12,828,443                $504
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share              1,788,352 (3)         $15.65 (5)            $27,987,709              $1,100
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                198,703 (4)         $16.14 (6)             $3,207,066                $126
--------------------------------------------------------------------------------------------------------------------
TOTALS                       2,781,878                                   $44,023,218              $1,730
--------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Oritani  Financial Corp. 2007 Equity Incentive Plan (the "Stock Benefit
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the outstanding  common stock of Oritani Financial Corp. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(4)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(5)  Determined  pursuant to 17 C.F.R.  Section  230.457(h)(1).
(6)  Determined pursuant to 17 C.F.R. Section 230.457(c).

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


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

                                       2

<PAGE>


PART I.

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

     The documents containing the information specified in Part I and II of Form
S-8 have been or will be sent or given to participants in the Stock Benefit Plan
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

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

PART II.

Item 3. Incorporation of Documents by Reference

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

     a) The Company's  Annual Report on Form 10-K for the fiscal year ended June
30, 2008 (File No.  001-33223),  filed with the Commission on September 15, 2008
pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act");

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

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

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

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

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        None.

                                       3
<Page>

Item 6. Indemnification of Directors and Officers

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

                           ARTICLE VI. INDEMNIFICATION

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

     (a) Definitions and rules of construction.

          (1) Definitions for purposes of this Article

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

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

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

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

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

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

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

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

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

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

          (2) In case of:

               (i) Settlement,

               (ii) Final judgment against him or her, or

                                       4
<page>

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

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

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

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

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

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. List of Exhibits.

<TABLE>
<CAPTION>


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

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

10       Oritani Financial Corp. 2007 Equity
         Incentive Plan                                                **

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

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

24       Power of Attorney                                             Contained on Signature Page
</TABLE>

                                       5
<page>
----------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-137309)  filed by the Company under the  Securities
     Act of 1933,  with the Commission on September 14, 2006, and all amendments
     or reports filed for the purpose of updating such description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Special  Meeting of  Stockholders  of  Oritani  Financial  Corp.  (File No.
     001-33223),  filed by Oritani  Financial  Corp.  under the Exchange Act, on
     March 20, 2008.

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

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

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  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.


                                       6
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the Township of  Washington,  New
Jersey, on this 14th day of October, 2008.


                                  ORITANI FINANCIAL CORP.


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

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oritani Financial Corp. (the
"Company")  hereby severally  constitute and appoint Kevin J. Lynch, as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below  which said Kevin J.  Lynch may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Oritani  Financial Corp.  2007 Equity  Incentive
Plan,  including  specifically,  but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  approve,  ratify and  confirm  all that said Kevin J. Lynch  shall do or
cause to be done by virtue thereof.

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

Signatures                        Title                                Date



/s/ Kevin J. Lynch          Chairman, President and             October 14, 2008
--------------------------  Chief Executive Officer
Kevin J. Lynch              (Principal Executive Officer)



/s/ John M. Fields, Jr.      Senior Vice President              October 14, 2008
--------------------------   and Chief Financial Officer
John M. Fields, Jr.         (Principal Financial and Accounting
                             Officer)


/s/ Nicholas Antonaccio             Director                    October 14, 2008
--------------------------
Nicholas Antonaccio




/s/ Michael A. DeBernardi           Director                    October 14, 2008
--------------------------
Michael A. DeBernardi


<Page>



/s/ James J. Doyle, Jr.             Director                    October 14, 2008
--------------------------
James J. Doyle, Jr.



/s/ Robert S. Hekemian, Jr          Director                    October 14, 2008
--------------------------
Robert S. Hekemian, Jr.



/s/ John J. Skelly, Jr.             Director                    October 14, 2008
--------------------------
John J. Skelly, Jr.





<PAGE>



                                  EXHIBIT INDEX


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

4    Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to
     the Registration Statement on Form S-1 (File No. 333-137309),  filed by the
     Company under the  Securities  Act of 1933 with the Commission on September
     14, 2006,  and all  amendments or reports filed for the purpose of updating
     such description).

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

10   Oritani  Financial  Corp.  2007  Equity  Incentive  Plan  (incorporated  by
     reference to Appendix A to the proxy  statement for the Special  Meeting of
     Stockholders of Oritani  Financial  Corp.  (File No.  001-33223),  filed by
     Oritani Financial Corp. under the Securities Exchange Act of 1934, on March
     20, 2008).

23.1 Consent of Luse Gorman  Pomerenk & Schick,  P.C.  (contained in the opinion
     included as Exhibit 5).

23.2 Consent of Independent Registered Public Accounting Firm

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).





<PAGE>



                                    Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC


<PAGE>


                          LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

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


October 15, 2008

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

         Re:      Oritani Financial Corp. 2007 Equity Incentive Plan
                  Registration Statement on Form S-8

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the issuance of Oritani  Financial Corp. (the "Company")  common
stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the Oritani
Financial Corp. 2007 Equity  Incentive Plan (the "Stock Benefit Plan").  We have
reviewed the Company's  Charter,  Registration  Statement on Form S-8 (the "Form
S-8"), as well as applicable statutes and regulations  governing the Company and
the offer and sale of the Common Stock.

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

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection  with the exercise of options  granted  pursuant to the Stock Benefit
Plan and shares of Common Stock granted  under the Stock  Benefit Plan,  will be
legally issued, fully paid and non-assessable.

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

                                             Very truly yours,


                                            /s/ LUSE GORMAN POMERENK & SCHICK
                                            A Professional Corporation


<PAGE>




                                  Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





<PAGE>
KPMG
                         KPMG LLP
                         New Jersy Headquarters
                         150 John F. Kennedy Parkway
                         Short Hills, NJ 07078


            Consent of Independent Registered Public Accounting Firm




The Board of Directors
Oritani Financial Corp.
Township of Washington, New Jersey



We consent to the use in the  Registration  Statement on Form S-8 related to the
Oritani  Financial  Corp.  2007  Equity  Incentive  Plan  of our  reports  dated
September 11, 2008 with respect to the  consolidated  balance  sheets of Oritani
Financial  Corp. and  subsidiaries as of June 30, 2008 and 2007, and the related
consolidated statements of income,  stockholders' equity and cash flows for each
of the years in the three-year  period ended June 30, 2008 and the effectiveness
of internal control over financial reporting incorporated by reference herein.

/s/ KPMG LLP

Short Hills, New Jersey
October 13, 2008
[{"type": "S-8", "sequence": "1", "filename": "s8_101408.txt", "description": "FORM S-8", "secsgml_size_bytes": 25948}]
{"company-data": {"conformed-name": "Oritani Financial Corp.", "cik": "0001374756", "assigned-sic": "6022", "irs-number": "223617996", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-154306", "film-number": "081125181"}, "business-address": {"street1": "370 PASCACK ROAD", "city": "TOWNSHIP OF WASHINGTON", "state": "NJ", "zip": "07676", "phone": "(201) 664-5400"}, "mail-address": {"street1": "370 PASCACK ROAD", "city": "TOWNSHIP OF WASHINGTON", "state": "NJ", "zip": "07676"}}
Registration No. 333-_________

    As filed with the Securities and Exchange Commission on October 15, 2008

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

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

               Oritani Financial Corp. 2007 Equity Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

      Mr. Kevin J. Lynch                             Marc P. Levy, Esquire
Chairman of the Board, President and         Luse Gorman Pomerenk & Schick, P.C.
     Chief Executive Officer                5335 Wisconsin Ave., N.W., Suite 400
     Oritani Financial Corp.                     Washington, DC 20015-2035
      370 Pascack Road                               (202)  274-2000
Township of Washington, New Jersey 07676
      (201) 664-5400
(Name, Address and Telephone
 Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                794,823 (2)         $16.14 (6)            $12,828,443                $504
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share              1,788,352 (3)         $15.65 (5)            $27,987,709              $1,100
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                198,703 (4)         $16.14 (6)             $3,207,066                $126
--------------------------------------------------------------------------------------------------------------------
TOTALS                       2,781,878                                   $44,023,218              $1,730
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Oritani  Financial Corp. 2007 Equity Incentive Plan (the "Stock Benefit
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the outstanding  common stock of Oritani Financial Corp. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(4)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(5)  Determined  pursuant to 17 C.F.R.  Section  230.457(h)(1).
(6)  Determined pursuant to 17 C.F.R. Section 230.457(c).

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

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

                                       2
PART I.

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

     The documents containing the information specified in Part I and II of Form
S-8 have been or will be sent or given to participants in the Stock Benefit Plan
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

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

PART II.

Item 3. Incorporation of Documents by Reference

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

     a) The Company's  Annual Report on Form 10-K for the fiscal year ended June
30, 2008 (File No.  001-33223),  filed with the Commission on September 15, 2008
pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act");

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

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

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

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

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        None.

                                       3
Item 6. Indemnification of Directors and Officers

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

                           ARTICLE VI. INDEMNIFICATION

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

     (a) Definitions and rules of construction.

          (1) Definitions for purposes of this Article

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

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

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

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

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

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

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

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

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

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

          (2) In case of:

               (i) Settlement,

               (ii) Final judgment against him or her, or

                                       4
(iii)  Final  judgment  in his or her  favor,  other  than on the
          merits,  if a majority of the  disinterested  directors of the Company
          determine  that he or she was acting in good faith within the scope of
          his or her employment or authority as he or she could  reasonably have
          perceived it under the circumstances and for a purpose he or she could
          reasonably  have  believed  under  the  circumstances  was in the best
          interests of the Company or its members.

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

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

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

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

Item 7. Exemption From Registration Claimed.

        Not applicable.

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

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

10       Oritani Financial Corp. 2007 Equity
         Incentive Plan                                                **

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

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

24       Power of Attorney                                             Contained on Signature Page
5
----------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-137309)  filed by the Company under the  Securities
     Act of 1933,  with the Commission on September 14, 2006, and all amendments
     or reports filed for the purpose of updating such description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Special  Meeting of  Stockholders  of  Oritani  Financial  Corp.  (File No.
     001-33223),  filed by Oritani  Financial  Corp.  under the Exchange Act, on
     March 20, 2008.

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

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

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  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.

                                       6
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the Township of  Washington,  New
Jersey, on this 14th day of October, 2008.

                                  ORITANI FINANCIAL CORP.

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

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oritani Financial Corp. (the
"Company")  hereby severally  constitute and appoint Kevin J. Lynch, as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below  which said Kevin J.  Lynch may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Oritani  Financial Corp.  2007 Equity  Incentive
Plan,  including  specifically,  but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  approve,  ratify and  confirm  all that said Kevin J. Lynch  shall do or
cause to be done by virtue thereof.

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

Signatures                        Title                                Date

/s/ Kevin J. Lynch          Chairman, President and             October 14, 2008
--------------------------  Chief Executive Officer
Kevin J. Lynch              (Principal Executive Officer)

/s/ John M. Fields, Jr.      Senior Vice President              October 14, 2008
--------------------------   and Chief Financial Officer
John M. Fields, Jr.         (Principal Financial and Accounting
                             Officer)

/s/ Nicholas Antonaccio             Director                    October 14, 2008
--------------------------
Nicholas Antonaccio

/s/ Michael A. DeBernardi           Director                    October 14, 2008
--------------------------
Michael A. DeBernardi
/s/ James J. Doyle, Jr.             Director                    October 14, 2008
--------------------------
James J. Doyle, Jr.

/s/ Robert S. Hekemian, Jr          Director                    October 14, 2008
--------------------------
Robert S. Hekemian, Jr.

/s/ John J. Skelly, Jr.             Director                    October 14, 2008
--------------------------
John J. Skelly, Jr.
EXHIBIT INDEX

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

4    Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to
     the Registration Statement on Form S-1 (File No. 333-137309),  filed by the
     Company under the  Securities  Act of 1933 with the Commission on September
     14, 2006,  and all  amendments or reports filed for the purpose of updating
     such description).

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

10   Oritani  Financial  Corp.  2007  Equity  Incentive  Plan  (incorporated  by
     reference to Appendix A to the proxy  statement for the Special  Meeting of
     Stockholders of Oritani  Financial  Corp.  (File No.  001-33223),  filed by
     Oritani Financial Corp. under the Securities Exchange Act of 1934, on March
     20, 2008).

23.1 Consent of Luse Gorman  Pomerenk & Schick,  P.C.  (contained in the opinion
     included as Exhibit 5).

23.2 Consent of Independent Registered Public Accounting Firm

24   Power of Attorney  (contained  in the signature  page to this  Registration
     Statement).
Exhibit 5

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

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

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

October 15, 2008

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

         Re:      Oritani Financial Corp. 2007 Equity Incentive Plan
                  Registration Statement on Form S-8

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the issuance of Oritani  Financial Corp. (the "Company")  common
stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the Oritani
Financial Corp. 2007 Equity  Incentive Plan (the "Stock Benefit Plan").  We have
reviewed the Company's  Charter,  Registration  Statement on Form S-8 (the "Form
S-8"), as well as applicable statutes and regulations  governing the Company and
the offer and sale of the Common Stock.

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

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection  with the exercise of options  granted  pursuant to the Stock Benefit
Plan and shares of Common Stock granted  under the Stock  Benefit Plan,  will be
legally issued, fully paid and non-assessable.

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

                                             Very truly yours,

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

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

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Oritani Financial Corp.
Township of Washington, New Jersey

We consent to the use in the  Registration  Statement on Form S-8 related to the
Oritani  Financial  Corp.  2007  Equity  Incentive  Plan  of our  reports  dated
September 11, 2008 with respect to the  consolidated  balance  sheets of Oritani
Financial  Corp. and  subsidiaries as of June 30, 2008 and 2007, and the related
consolidated statements of income,  stockholders' equity and cash flows for each
of the years in the three-year  period ended June 30, 2008 and the effectiveness
of internal control over financial reporting incorporated by reference herein.

/s/ KPMG LLP

Short Hills, New Jersey
October 13, 2008