As filed with the Securities and Exchange Commission
                              on February 10, 1998
                              Registration No. 333-
         ---------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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

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

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

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

                                  70 SIP AVENUE
                         JERSEY CITY, NEW JERSEY  07306
                    (Address of principal executive offices)

                         STATEWIDE SAVINGS BANK, S.L.A.
                            EMPLOYEE RETIREMENT PLAN
                            (Full title of the plan)

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

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

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


                         CALCULATION OF REGISTRATION FEE

                                Proposed      Proposed
        Title of      Amount    Maximum       Maximum
       Securities     to be     Offering     Aggregate      Amount of
         to be      Registered Price Per   Offering Price Registration
       Registered      (1)       Share          (2)          Fee (2)
      ------------  ---------- ---------   -------------   -----------
     Common Stock,
     no par value
     per share and    25,000     $23.575     $589,375        $173.87
     interests of
     participation
     in the Plan

     (1)  Represents shares that are available for investment to be
          purchased with employee elective deferrals under the Plan.

     (2)  Estimated solely for the purpose of calculating the registration
          fee.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Plan described herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company is subject to the informational requirements of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
     accordingly, files periodic reports and other information with the
     Securities and Exchange Commission (the "SEC").  Reports, proxy
     statements and other information concerning the Company filed with the
     SEC may be inspected and copies may be obtained (at prescribed rates)
     at the SEC's Public Reference Section, Room 1024, 450 Fifth Street,
     NW, Washington, DC  20549.  The Commission also maintains a Web site
     that contains copies of such material.  The address of the
     Commission's Web site is (http://www.sec.gov).

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

     (a)  the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1996;

     (b)  the Annual Report on Form 11-K for the year ended December 31,
          1996 for the Statewide Savings Bank Employee Retirement Plan;

     (c)  the Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended March 31, June 30, and September 30, 1997;

     (d)  the Registrant's Current Reports on Form 8-K dated October 28,
          November 18, 1997, January 14, 1998 and January 29, 1998;

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

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


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

     ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.


     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.


     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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


                                   ARTICLE XI

                                 INDEMNIFICATION

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

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


     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.


     ITEM 8.   EXHIBITS.

               The following exhibits are filed with this Registration
     Statement.

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

               4(a)      Statewide Savings Bank, S.L.A. Employee Retirement
                         Plan, which is comprised of (a) Delaware Charter
                         Guarantee & Trust Company Prototype 401(k)
                         Retirement/Savings Plan, (b) 401(k) Adoption
                         Agreement   Form 1, (c) Summary Plan Description
                         of the Plan and (d) Enrollment Form, including
                         form of Investment Election to be made available
                         to Plan Participants with respect to the
                         investment of their accounts under the Plan.*

               5         Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

               23(a)     Consent of KPMG Peat Marwick LLP

               23(b)     Consent of Jamieson, Moore, Peskin & Spicer, P.C.
                         (included in the Opinion filed as Exhibit 5
                         hereto)
     -----------
     *Incorporated by reference from the Registrant's Registration
     Statement on Form S-8, Registration No. 33-96844, filed with the
     Securities and Exchange Commission on September 14, 1995, Exhibit
     4(a).


     The Statewide Savings Bank, S.L.A. Employee Retirement Plan has been
     submitted to the Internal Revenue Service ("IRS") in a timely manner,
     and the Registrant will submit any amendment to the Plan to the IRS
     and will make all changes required by the IRS in order to qualify the
     Plan.


     ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the
                         Registration statement (or the most recent post-
                         effective amendment thereof) which, individually
                         or in the aggregate, represent a fundamental
                         change in the information set forth in the
                         Registration Statement;

                    (iii)To include any material information with     
                         respect to the plan of distribution not previously
                         disclosed in the Registration Statement or any
                         material change to such information in the
                         Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and
     the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 that are incorporated by reference in the Registration
     Statement.

               (2)  That, for 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 post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

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

     (h)  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 of controlling person of the
     Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
     Registrant has duly caused this Registration Statement to be signed on
     its behalf by the undersigned, thereunto duly authorized, in the City
     of Jersey City, State of New Jersey on February 10, 1998.

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


                                        By:  /s/Bernard F. Lenihan
                                             ----------------------   
                                                BERNARD F. LENIHAN
                                                Senior Vice President and 
                                                Chief Financial Officer


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


              Name                     Title                    Date
              ----                     -----                    ----
      /s/Victor M. Richel   Chairman of the Board,        February 10, 1998
      --------------------- President and Chief Executive
         VICTOR M. RICHEL   Officer

         
      /s/Bernard F. Lenihan Senior Vice President and     February 10, 1998
      --------------------- Chief Financial Officer
         BERNARD F. LENIHAN (Principal Accounting
                            Officer)


      /s/Maria F. Ramirez   Director                      February 10, 1998
      ---------------------
         MARIA F. RAMIREZ


      /s/Walter G. Scott    Director                      February 10, 1998
      ---------------------
         WALTER G. SCOTT


                            Director                      February 10, 1998
      ---------------------
      THOMAS SHARKEY, SR.


                            Director                      February 10, 1998
      ---------------------
      STEPHEN R. TILTON


      /s/Thomas V. Whelan   Director                      February 10, 1998
      ---------------------
         THOMAS V. WHELAN


     Pursuant to the requirements of the Securities Act of 1933, the
     trustee has duly caused this Registration Statement to be signed on
     its behalf by the undersigned, thereunto duly authorized in the City
     of Jersey City, State of New Jersey, on February 10, 1998.

                                   STATEWIDE SAVINGS BANK, S.L.A.
                                   EMPLOYEE RETIREMENT PLAN

                                   By:       Delaware Charter Guarantee &
                                             Trustee Company, Trustee


                                   By:       /s/Charles Swain
                                             ----------------------------
                                   Name:     CHARLES SWAIN
                                   Title:    Vice President

                          EXHIBIT INDEX TO REGISTRATION
               STATEMENT ON FORM S-8 OF STATEWIDE FINANCIAL CORP.

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

          4(a)      Statewide Savings Bank, S.L.A.  Employee Retirement
                    Plan, which is comprised of (a) Delaware Charter
                    Guarantee & Trust Company Prototype 401(k)
                    Retirement/Savings Plan, (b) 401(k) Adoption Agreement
                    - Form 1, (c) Summary Plan Description of the Plan and
                    (d) Enrollment Form, including form of Investment
                    Election to be made available to Plan Participants with
                    respect to the investment of their accounts under the
                    Plan.*

          5         Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

          23(a)     Consent of KPMG Peat Marwick LLP

          23(b)     Consent of Jamieson, Moore, Peskin & Spicer, P.C.
                    (included in the Opinion filed as Exhibit 5(a) hereto)

     -------------
     *Incorporated by reference from the Registrant's Registration
     Statement on Form S-8, Registration No. 33-96844, filed with the
     Securities and Exchange Commission on September 14, 1995, Exhibit
     4(a).



     EXHIBIT 5


                                        February 10, 1998


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

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

     Dear Sirs:

     We have acted as counsel for Statewide Financial Corp., a New Jersey
     corporation (the "Company"), in connection with the Registration
     Statement on Form S-8 being filed by the Company with the Securities
     and Exchange Commission pursuant to the Securities Act of 1933, as
     amended, relating to an aggregate of 25,000 shares of Common Stock, no
     par value per share, of the Company (the "Shares") which may be
     offered and sold pursuant to the Statewide Savings Bank, S.L.A.
     Employee Retirement Plan (the "Plan").

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

     Based upon the foregoing, we are of the opinion that upon issuance and
     delivery by the Company of the Shares pursuant to the terms of the
     Plan, the Shares issued thereunder will be legally issued, fully paid
     and non-assessable.

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

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


                                        Very truly yours,



                                        JAMIESON, MOORE, PESKIN & SPICER



     EXHIBIT 23(A)


                        INDEPENDENT ACCOUNTANTS' CONSENT


     The Board of Directors
     Statewide Financial Corp.:

     We consent to the incorporation by reference in the registration
     statement on Form S-8, of Statewide Financial Corp., pertaining to the
     Statewide Savings Bank, S.L.A. Employee Retirement Plan, of our report
     dated January 27, 1997, relating to the consolidated statements of
     financial condition of Statewide Financial Corp. and subsidiary as of
     December 31, 1996 and 1995 and the related consolidated statements of
     income, shareholders' equity, and cash flows for the year ended
     December 31, 1996, the nine-month period ended December 31, 1995 and
     the year ended March 31, 1995, which report appears in the December
     31, 1996 Annual Report on Form 10-K of Statewide Financial Corp.

     We also consent to incorporation by reference in the above noted
     registration statement, of our report dated May 30, 1997, relating to
     the financial statements of Statewide Savings Bank, S.L.A.  Employee
     Retirement Plan as of and for the years ended December 31, 1996 and
     1995, which report appears in the Plan's December 31, 1996 Annual
     Report of Form 11-K.




                                        KPMG Peat Marwick LLP



     Short Hills, New Jersey
     February 3, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23797}]
{"company-data": {"conformed-name": "STATEWIDE FINANCIAL CORP", "cik": "0000946672", "assigned-sic": "6036", "irs-number": "223397900", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46063", "film-number": "98531981"}, "business-address": {"street1": "70 SIP AVE", "city": "JERSEY CITY", "state": "NJ", "zip": "07306", "phone": "2017954000"}, "mail-address": {"street1": "70 SIP AVENUE", "city": "JERSEY CITY", "state": "NJ", "zip": "07306"}}
As filed with the Securities and Exchange Commission
                              on February 10, 1998
                              Registration No. 333-
         ---------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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

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

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

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

                                  70 SIP AVENUE
                         JERSEY CITY, NEW JERSEY  07306
                    (Address of principal executive offices)

                         STATEWIDE SAVINGS BANK, S.L.A.
                            EMPLOYEE RETIREMENT PLAN
                            (Full title of the plan)

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

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

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

                         CALCULATION OF REGISTRATION FEE

                                Proposed      Proposed
        Title of      Amount    Maximum       Maximum
       Securities     to be     Offering     Aggregate      Amount of
         to be      Registered Price Per   Offering Price Registration
       Registered      (1)       Share          (2)          Fee (2)
      ------------  ---------- ---------   -------------   -----------
     Common Stock,
     no par value
     per share and    25,000     $23.575     $589,375        $173.87
     interests of
     participation
     in the Plan

     (1)  Represents shares that are available for investment to be
          purchased with employee elective deferrals under the Plan.

     (2)  Estimated solely for the purpose of calculating the registration
          fee.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Plan described herein.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company is subject to the informational requirements of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
     accordingly, files periodic reports and other information with the
     Securities and Exchange Commission (the "SEC").  Reports, proxy
     statements and other information concerning the Company filed with the
     SEC may be inspected and copies may be obtained (at prescribed rates)
     at the SEC's Public Reference Section, Room 1024, 450 Fifth Street,
     NW, Washington, DC  20549.  The Commission also maintains a Web site
     that contains copies of such material.  The address of the
     Commission's Web site is (http://www.sec.gov).

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

     (a)  the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1996;

     (b)  the Annual Report on Form 11-K for the year ended December 31,
          1996 for the Statewide Savings Bank Employee Retirement Plan;

     (c)  the Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended March 31, June 30, and September 30, 1997;

     (d)  the Registrant's Current Reports on Form 8-K dated October 28,
          November 18, 1997, January 14, 1998 and January 29, 1998;

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

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

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

     ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

                                   ARTICLE XI

                                 INDEMNIFICATION

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

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

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

     ITEM 8.   EXHIBITS.

               The following exhibits are filed with this Registration
     Statement.

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

               4(a)      Statewide Savings Bank, S.L.A. Employee Retirement
                         Plan, which is comprised of (a) Delaware Charter
                         Guarantee & Trust Company Prototype 401(k)
                         Retirement/Savings Plan, (b) 401(k) Adoption
                         Agreement   Form 1, (c) Summary Plan Description
                         of the Plan and (d) Enrollment Form, including
                         form of Investment Election to be made available
                         to Plan Participants with respect to the
                         investment of their accounts under the Plan.*

               5         Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

               23(a)     Consent of KPMG Peat Marwick LLP

               23(b)     Consent of Jamieson, Moore, Peskin & Spicer, P.C.
                         (included in the Opinion filed as Exhibit 5
                         hereto)
     -----------
     *Incorporated by reference from the Registrant's Registration
     Statement on Form S-8, Registration No. 33-96844, filed with the
     Securities and Exchange Commission on September 14, 1995, Exhibit
     4(a).

     The Statewide Savings Bank, S.L.A. Employee Retirement Plan has been
     submitted to the Internal Revenue Service ("IRS") in a timely manner,
     and the Registrant will submit any amendment to the Plan to the IRS
     and will make all changes required by the IRS in order to qualify the
     Plan.

     ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the
                         Registration statement (or the most recent post-
                         effective amendment thereof) which, individually
                         or in the aggregate, represent a fundamental
                         change in the information set forth in the
                         Registration Statement;

                    (iii)To include any material information with     
                         respect to the plan of distribution not previously
                         disclosed in the Registration Statement or any
                         material change to such information in the
                         Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and
     the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 that are incorporated by reference in the Registration
     Statement.

               (2)  That, for 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 post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

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

     (h)  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 of controlling person of the
     Registrant in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling
     person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has
     been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
     Registrant has duly caused this Registration Statement to be signed on
     its behalf by the undersigned, thereunto duly authorized, in the City
     of Jersey City, State of New Jersey on February 10, 1998.

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

                                        By:  /s/Bernard F. Lenihan
                                             ----------------------   
                                                BERNARD F. LENIHAN
                                                Senior Vice President and 
                                                Chief Financial Officer

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

              Name                     Title                    Date
              ----                     -----                    ----
      /s/Victor M. Richel   Chairman of the Board,        February 10, 1998
      --------------------- President and Chief Executive
         VICTOR M. RICHEL   Officer

         
      /s/Bernard F. Lenihan Senior Vice President and     February 10, 1998
      --------------------- Chief Financial Officer
         BERNARD F. LENIHAN (Principal Accounting
                            Officer)

      /s/Maria F. Ramirez   Director                      February 10, 1998
      ---------------------
         MARIA F. RAMIREZ

      /s/Walter G. Scott    Director                      February 10, 1998
      ---------------------
         WALTER G. SCOTT

                            Director                      February 10, 1998
      ---------------------
      THOMAS SHARKEY, SR.

                            Director                      February 10, 1998
      ---------------------
      STEPHEN R. TILTON

      /s/Thomas V. Whelan   Director                      February 10, 1998
      ---------------------
         THOMAS V. WHELAN

     Pursuant to the requirements of the Securities Act of 1933, the
     trustee has duly caused this Registration Statement to be signed on
     its behalf by the undersigned, thereunto duly authorized in the City
     of Jersey City, State of New Jersey, on February 10, 1998.

                                   STATEWIDE SAVINGS BANK, S.L.A.
                                   EMPLOYEE RETIREMENT PLAN

                                   By:       Delaware Charter Guarantee &
                                             Trustee Company, Trustee

                                   By:       /s/Charles Swain
                                             ----------------------------
                                   Name:     CHARLES SWAIN
                                   Title:    Vice President

                          EXHIBIT INDEX TO REGISTRATION
               STATEMENT ON FORM S-8 OF STATEWIDE FINANCIAL CORP.

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

          4(a)      Statewide Savings Bank, S.L.A.  Employee Retirement
                    Plan, which is comprised of (a) Delaware Charter
                    Guarantee & Trust Company Prototype 401(k)
                    Retirement/Savings Plan, (b) 401(k) Adoption Agreement
                    - Form 1, (c) Summary Plan Description of the Plan and
                    (d) Enrollment Form, including form of Investment
                    Election to be made available to Plan Participants with
                    respect to the investment of their accounts under the
                    Plan.*

          5         Opinion of Jamieson, Moore, Peskin & Spicer, P.C.

          23(a)     Consent of KPMG Peat Marwick LLP

          23(b)     Consent of Jamieson, Moore, Peskin & Spicer, P.C.
                    (included in the Opinion filed as Exhibit 5(a) hereto)

     -------------
     *Incorporated by reference from the Registrant's Registration
     Statement on Form S-8, Registration No. 33-96844, filed with the
     Securities and Exchange Commission on September 14, 1995, Exhibit
     4(a).

     EXHIBIT 5

                                        February 10, 1998

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

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

     Dear Sirs:

     We have acted as counsel for Statewide Financial Corp., a New Jersey
     corporation (the "Company"), in connection with the Registration
     Statement on Form S-8 being filed by the Company with the Securities
     and Exchange Commission pursuant to the Securities Act of 1933, as
     amended, relating to an aggregate of 25,000 shares of Common Stock, no
     par value per share, of the Company (the "Shares") which may be
     offered and sold pursuant to the Statewide Savings Bank, S.L.A.
     Employee Retirement Plan (the "Plan").

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

     Based upon the foregoing, we are of the opinion that upon issuance and
     delivery by the Company of the Shares pursuant to the terms of the
     Plan, the Shares issued thereunder will be legally issued, fully paid
     and non-assessable.

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

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

                                        Very truly yours,

                                        JAMIESON, MOORE, PESKIN & SPICER

     EXHIBIT 23(A)

                        INDEPENDENT ACCOUNTANTS' CONSENT

     The Board of Directors
     Statewide Financial Corp.:

     We consent to the incorporation by reference in the registration
     statement on Form S-8, of Statewide Financial Corp., pertaining to the
     Statewide Savings Bank, S.L.A. Employee Retirement Plan, of our report
     dated January 27, 1997, relating to the consolidated statements of
     financial condition of Statewide Financial Corp. and subsidiary as of
     December 31, 1996 and 1995 and the related consolidated statements of
     income, shareholders' equity, and cash flows for the year ended
     December 31, 1996, the nine-month period ended December 31, 1995 and
     the year ended March 31, 1995, which report appears in the December
     31, 1996 Annual Report on Form 10-K of Statewide Financial Corp.

     We also consent to incorporation by reference in the above noted
     registration statement, of our report dated May 30, 1997, relating to
     the financial statements of Statewide Savings Bank, S.L.A.  Employee
     Retirement Plan as of and for the years ended December 31, 1996 and
     1995, which report appears in the Plan's December 31, 1996 Annual
     Report of Form 11-K.

                                        KPMG Peat Marwick LLP

     Short Hills, New Jersey
     February 3, 1998