Registration No. 333-_____      As filed with the Commission on November 6, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


                             Provident Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

          Federal                                        06-1537499
(State or other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                             400 Rella Boulevard
                           Montebello, New York 10901
              (Address of Principal Executive Offices and Zip Code)

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


                      Provident Bank 2000 Stock Option Plan
               Provident Bank 2000 Recognition and Retention Plan
                            (Full Title of the Plans)

                                    Copies to:
             George Strayton                      Edward A. Quint, Esquire
  President and Chief Executive Officer          Kenneth R. Lehman, Esquire
         Provident Bancorp, Inc.            Luse Lehman Gorman Pomerenk & Schick
           400 Rella Boulevard                   A Professional Corporation
 Montebello, New York 10901                     5335 Wisconsin Ave., NW, #400
             (914) 369-8040                        Washington, D.C.  20015
      (Name, Address and Telephone                     (202) 274-2000
       Number of Agent for Service)

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


     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|



<PAGE>




<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE


 Title of Securities          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
<S>                             <C>                    <C>                      <C>                       <C>
    Stock Options               386,400                   --                       --                      --
    Common Stock,
    par value $.10         373,880 shares (2)          $15.50 (3)               $5,795,140              $1,530
      per share
    Common Stock,
    par value $.10         12,520 shares (4)           $15.81(3)                $197,941                  $52
      per share
    Common Stock,
    par value $.10         193,200 shares (5)          $15.50 (6)               $2,994,600               $791
      per share

        Total                579,600 shares                                     $8,987,681               $2,373
</TABLE>


 -------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Provident Bank 2000 Stock Option Plan (the " Stock Option  Plan"),  and
     the Provident Bank 2000  Recognition  and Retention Plan (the  "Recognition
     and  Retention  Plan") as the result of a stock  split,  stock  dividend or
     similar  adjustment of the outstanding  Common Stock of Provident  Bancorp,
     Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents the number of shares reserved for issuance for options available
     to be granted pursuant to the Stock Option Plan.
(5)  Represents  the number of shares awarded or available for award pursuant to
     the Recognition and Retention Plan.
(6)  Determined  by  reference  to the fair market  value of the common stock on
     October 24, 2000 pursuant to 17 C.F.R. ss.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 of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") 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 by Provident
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)  the Company's  Annual Report on Form 10-K for the year ended  September 30,
     1999 (File No.  000-25233)  filed  pursuant to Rule 13a-1 of the Securities
     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 Exchange Act since the end of the year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on February 22, 2000;

(d)  the  description  of the common  stock,  par value  $.10 per share,  of the
     Company  cin the  Company's  Registration  Statement  on Form S-1 (File No.
     333-63593)  originally  filed with the Commission on September 17, 1998 and
     all   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

     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


                                        3

<PAGE>



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.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to George
Strayton,  President and Chief Executive Officer,  Provident Bancorp,  Inc., 400
Rella Boulevard, Montebello, New York 10901, telephone number (914) 369-8040.

     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.

Item 6.  Indemnification of Directors and Officers

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations,  and proposed federal regulations define areas for
indemnity  coverage  for federal  mid- tier  subsidiary  holding  companies,  as
follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the savings  association shall be
indemnified by the savings association for:

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

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

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgement on the merits is in his or her favor; or


                                                         4

<PAGE>



          (ii) In case of:

                  a. Settlement,
                  b. Final judgement against him or her, or
                  c. Final judgement in his or her favor, other than on the
                     merits,

         if a majority of the disinterested directors of the savings association
         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
         interest  of the  savings  association  or  its  members.  However,  no
         indemnification  shall be made unless the association  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 athe 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
         Regional 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 OTS  advises the  association  in
         writing, within such notice period, of its objection thereto.

          (c)  As used in this paragraph:

               (i) "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" includes,  without limitation, any court to which or
               in which any appeal or any proceeding for review is brought;

               (iii) "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"  includes the entry of a judgment by consent or
               confession or a plea of guilty or of nolo contendere.

Item 7.        Exemption from Registration Claimed

         Not applicable.




                                        5

<PAGE>



Item 8.  List of Exhibits

<TABLE>
<CAPTION>
Filing                                                                                  Reference to Prior
Regulation S-K                                                                          or Exhibit No.
Exhibit Number                              Document                                    Attached Hereto
--------------                              --------                                    ---------------

<S>                  <C>                                                                <C>
     5               Opinion of Luse Lehman Gorman Pomerenk                             Attached as Exhibit 5
                     & Schick, P.C.

   10.1              Provident Bank 2000 Stock Option Plan                                       **

    10.2             Provident Bank 2000 Recognition and Retention Plan                          **

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

   23.2              Consent of KPMG LLP                                              Attached as Exhibit 23.2

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

-----------------------------
**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  February 22, 2000 annual meeting of stockholders,  filed with
     the Commission on January 18, 2000, wis incorporated herein by reference.










                                        6

<PAGE>



Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effe  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
Stock Option Plan and the Recognition and Retention 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  this  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.


                                        7

<PAGE>






                                  EXHIBIT INDEX


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


     5                 Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                       Professional  Corporation  as to the  legality of the
                       Common Stock registered hereby.

     23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                       A Professional Corporation (contained in the opinion
                       included as Exhibit 5)

     23.2              Consent of KPMG LLP





















                                        8

<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933,  the Registrant  certifies tit has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Village of Montebello,  State of New York, on this 2nd
day of November, 2000.

                                 Provident Bancorp, Inc.

                                 By:      /s/ George Strayton
                                          --------------------------------------
                                          George Strayton
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Provident Bancorp, Inc. (the
"Company")  hereby severally  constitute and appoint George Strayton as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said George  Strayton  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 statement on Form S-8, 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 George  Strayton shall do or cause to
be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed bth following  persons in the capacities
and on the date indicated.


Signatures                     Title                                   Date
----------                     -----                                   ----


/s/ George Strayton
------------------------       President, Chief                November 2, 2000
George Strayton                Executive Officer
                               and Director
                               (Principal Executive
                               Officer)
/s/ Katherine A. Dering
------------------------       Senior Vice President and       November 2, 2000
Katherine A. Dering            Chief Financial Officer
                               (Principal Financial
                               and Accounting Officer)

/s/ William F. Helmer
------------------------        Chairman of the Board          November 2, 2000
William F. Helmer









<PAGE>



/s/ Dennis L. Coyle
------------------------           Vice Chairman               November 2, 2000
Dennis L. Coyle




/s/ Judith Hershaft
------------------------           Director                    November 2, 2000
Judith Hershaft



/s/ Thomas F. Jauntig, Jr.
------------------------           Director                    November 2, 2000
Thomas F. Jauntig, Jr.



/s/ Donald T. McNelis
------------------------           Director                    November 2, 2000
Donald T. McNelis



/s/ Richard A. Nozell
------------------------           Director                    November 2, 2000
Richard A. Nozell



/s/ William R. Sichol, Jr.
------------------------           Director                    November 2, 2000
William R. Sichol, Jr.



/s/ Burt Steinberg
------------------------           Director                    November 2, 2000
Burt Steinberg



/s/ Wilbur C. Ward
------------------------           Director                    November 2, 2000
Wilbur C. Ward



/s/ F. Gary Zeh
------------------------           Director                    November 2, 2000
F. Gary Zeh



<PAGE>




                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.





<PAGE>



           [LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]




November 3, 2000                                                  (202) 274-2000

Board of Directors
Provident Bancorp, Inc.
400 Rella Boulevard
Montebello, New York 10901

             Re:      Provident Bancorp, Inc.
                      Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the issuance of Provident  Bancorp,  Inc. (the "Company") common
stock, par value $.10 per share (the "Common Stock"),  pursuant to the Provident
Bank  2000  Stock  Option  Plan and the  Provident  Bank  2000  Recognition  and
Retention Plan (the "Recognition 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,  awarded pursuant
     to the  Recognition  Plan when issued in  connection  with the  exercise of
     options granted  pursuant to the Stock Option 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 Lehman Gorman Pomerenk & Schick, P.C.
                                  LUSE LEHMAN GORMAN POMERENK & SCHICK
                                  A Professional Corporation



<PAGE>


                                  EXHIBIT 23.2

                               CONSENT OF KPMG LLP






<PAGE>


                              [Letterhead of KPMG]



                                                                    Exhibit 23.2



                        CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Provident Bancorp, lnc.:

     We consent to incorporation  by reference in the Registration  Statement on
Form S-8 of Provident Bancorp,  Inc.,  relating to the Provident Bank 2000 Stock
Option Plan and the Provident Bank 2000  Recognition  and Retention Plan, of our
report  dated  October  28, 1999 on the  consolidated  statements  of  financial
condition of Provident Bancorp, Inc. and subsidiary as of September 30, 1999 and
1998,   and  the  related   consolidated   statements  of  income,   changes  in
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended September 30, 1999,  which report appears in the September 30, 1999
Annual Report on Form 10-K of Provident Bancorp, Inc.


/s/ KPMG LLP

Stamford, Connecticut
October 30, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FOR PROVIDENT BANCORP, INC.", "secsgml_size_bytes": 24771}]
{"company-data": {"conformed-name": "PROVIDENT BANCORP INC/NY/", "cik": "0001070154", "assigned-sic": "6036", "irs-number": "000000000", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49344", "film-number": "753658"}, "business-address": {"street1": "400 RELLA BLVD", "city": "MONTEBELLO", "state": "NY", "zip": "10901", "phone": "9143698040"}}
Registration No. 333-_____      As filed with the Commission on November 6, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             Provident Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

          Federal                                        06-1537499
(State or other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                             400 Rella Boulevard
                           Montebello, New York 10901
              (Address of Principal Executive Offices and Zip Code)

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

                      Provident Bank 2000 Stock Option Plan
               Provident Bank 2000 Recognition and Retention Plan
                            (Full Title of the Plans)

                                    Copies to:
             George Strayton                      Edward A. Quint, Esquire
  President and Chief Executive Officer          Kenneth R. Lehman, Esquire
         Provident Bancorp, Inc.            Luse Lehman Gorman Pomerenk & Schick
           400 Rella Boulevard                   A Professional Corporation
 Montebello, New York 10901                     5335 Wisconsin Ave., NW, #400
             (914) 369-8040                        Washington, D.C.  20015
      (Name, Address and Telephone                     (202) 274-2000
       Number of Agent for Service)

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

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE

 Title of Securities          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
Stock Options               386,400                   --                       --                      --
    Common Stock,
    par value $.10         373,880 shares (2)          $15.50 (3)               $5,795,140              $1,530
      per share
    Common Stock,
    par value $.10         12,520 shares (4)           $15.81(3)                $197,941                  $52
      per share
    Common Stock,
    par value $.10         193,200 shares (5)          $15.50 (6)               $2,994,600               $791
      per share

        Total                579,600 shares                                     $8,987,681               $2,373
-------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Provident Bank 2000 Stock Option Plan (the " Stock Option  Plan"),  and
     the Provident Bank 2000  Recognition  and Retention Plan (the  "Recognition
     and  Retention  Plan") as the result of a stock  split,  stock  dividend or
     similar  adjustment of the outstanding  Common Stock of Provident  Bancorp,
     Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents the number of shares reserved for issuance for options available
     to be granted pursuant to the Stock Option Plan.
(5)  Represents  the number of shares awarded or available for award pursuant to
     the Recognition and Retention Plan.
(6)  Determined  by  reference  to the fair market  value of the common stock on
     October 24, 2000 pursuant to 17 C.F.R. ss.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 of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") 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 by Provident
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)  the Company's  Annual Report on Form 10-K for the year ended  September 30,
     1999 (File No.  000-25233)  filed  pursuant to Rule 13a-1 of the Securities
     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 Exchange Act since the end of the year covered by the Annual  Report
     referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on February 22, 2000;

(d)  the  description  of the common  stock,  par value  $.10 per share,  of the
     Company  cin the  Company's  Registration  Statement  on Form S-1 (File No.
     333-63593)  originally  filed with the Commission on September 17, 1998 and
     all   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

     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

                                        3
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.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to George
Strayton,  President and Chief Executive Officer,  Provident Bancorp,  Inc., 400
Rella Boulevard, Montebello, New York 10901, telephone number (914) 369-8040.

     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.

Item 6.  Indemnification of Directors and Officers

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations,  and proposed federal regulations define areas for
indemnity  coverage  for federal  mid- tier  subsidiary  holding  companies,  as
follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the savings  association shall be
indemnified by the savings association for:

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

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

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgement on the merits is in his or her favor; or

                                                         4
(ii) In case of:

                  a. Settlement,
                  b. Final judgement against him or her, or
                  c. Final judgement in his or her favor, other than on the
                     merits,

         if a majority of the disinterested directors of the savings association
         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
         interest  of the  savings  association  or  its  members.  However,  no
         indemnification  shall be made unless the association  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 athe 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
         Regional 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 OTS  advises the  association  in
         writing, within such notice period, of its objection thereto.

          (c)  As used in this paragraph:

               (i) "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" includes,  without limitation, any court to which or
               in which any appeal or any proceeding for review is brought;

               (iii) "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"  includes the entry of a judgment by consent or
               confession or a plea of guilty or of nolo contendere.

Item 7.        Exemption from Registration Claimed

         Not applicable.

                                        5
Item 8.  List of Exhibits
Filing                                                                                  Reference to Prior
Regulation S-K                                                                          or Exhibit No.
Exhibit Number                              Document                                    Attached Hereto
--------------                              --------                                    ---------------
5               Opinion of Luse Lehman Gorman Pomerenk                             Attached as Exhibit 5
                     & Schick, P.C.

   10.1              Provident Bank 2000 Stock Option Plan                                       **

    10.2             Provident Bank 2000 Recognition and Retention Plan                          **

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

   23.2              Consent of KPMG LLP                                              Attached as Exhibit 23.2

    24               Power of Attorney                                              Contained on Signature Page
-----------------------------
**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  February 22, 2000 annual meeting of stockholders,  filed with
     the Commission on January 18, 2000, wis incorporated herein by reference.

                                        6
Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effe  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
Stock Option Plan and the Recognition and Retention 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  this  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.

                                        7
EXHIBIT INDEX

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

     5                 Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                       Professional  Corporation  as to the  legality of the
                       Common Stock registered hereby.

     23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                       A Professional Corporation (contained in the opinion
                       included as Exhibit 5)

     23.2              Consent of KPMG LLP

                                        8
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933,  the Registrant  certifies tit has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Village of Montebello,  State of New York, on this 2nd
day of November, 2000.

                                 Provident Bancorp, Inc.

                                 By:      /s/ George Strayton
                                          --------------------------------------
                                          George Strayton
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Provident Bancorp, Inc. (the
"Company")  hereby severally  constitute and appoint George Strayton as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said George  Strayton  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 statement on Form S-8, 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 George  Strayton shall do or cause to
be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed bth following  persons in the capacities
and on the date indicated.

Signatures                     Title                                   Date
----------                     -----                                   ----

/s/ George Strayton
------------------------       President, Chief                November 2, 2000
George Strayton                Executive Officer
                               and Director
                               (Principal Executive
                               Officer)
/s/ Katherine A. Dering
------------------------       Senior Vice President and       November 2, 2000
Katherine A. Dering            Chief Financial Officer
                               (Principal Financial
                               and Accounting Officer)

/s/ William F. Helmer
------------------------        Chairman of the Board          November 2, 2000
William F. Helmer
/s/ Dennis L. Coyle
------------------------           Vice Chairman               November 2, 2000
Dennis L. Coyle

/s/ Judith Hershaft
------------------------           Director                    November 2, 2000
Judith Hershaft

/s/ Thomas F. Jauntig, Jr.
------------------------           Director                    November 2, 2000
Thomas F. Jauntig, Jr.

/s/ Donald T. McNelis
------------------------           Director                    November 2, 2000
Donald T. McNelis

/s/ Richard A. Nozell
------------------------           Director                    November 2, 2000
Richard A. Nozell

/s/ William R. Sichol, Jr.
------------------------           Director                    November 2, 2000
William R. Sichol, Jr.

/s/ Burt Steinberg
------------------------           Director                    November 2, 2000
Burt Steinberg

/s/ Wilbur C. Ward
------------------------           Director                    November 2, 2000
Wilbur C. Ward

/s/ F. Gary Zeh
------------------------           Director                    November 2, 2000
F. Gary Zeh
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]

November 3, 2000                                                  (202) 274-2000

Board of Directors
Provident Bancorp, Inc.
400 Rella Boulevard
Montebello, New York 10901

             Re:      Provident Bancorp, Inc.
                      Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the issuance of Provident  Bancorp,  Inc. (the "Company") common
stock, par value $.10 per share (the "Common Stock"),  pursuant to the Provident
Bank  2000  Stock  Option  Plan and the  Provident  Bank  2000  Recognition  and
Retention Plan (the "Recognition 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,  awarded pursuant
     to the  Recognition  Plan when issued in  connection  with the  exercise of
     options granted  pursuant to the Stock Option 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 Lehman Gorman Pomerenk & Schick, P.C.
                                  LUSE LEHMAN GORMAN POMERENK & SCHICK
                                  A Professional Corporation
EXHIBIT 23.2

                               CONSENT OF KPMG LLP
[Letterhead of KPMG]

                                                                    Exhibit 23.2

                        CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Provident Bancorp, lnc.:

     We consent to incorporation  by reference in the Registration  Statement on
Form S-8 of Provident Bancorp,  Inc.,  relating to the Provident Bank 2000 Stock
Option Plan and the Provident Bank 2000  Recognition  and Retention Plan, of our
report  dated  October  28, 1999 on the  consolidated  statements  of  financial
condition of Provident Bancorp, Inc. and subsidiary as of September 30, 1999 and
1998,   and  the  related   consolidated   statements  of  income,   changes  in
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended September 30, 1999,  which report appears in the September 30, 1999
Annual Report on Form 10-K of Provident Bancorp, Inc.

/s/ KPMG LLP

Stamford, Connecticut
October 30, 2000