As filed with the Securities and Exchange Commission on May 8, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        STEWARDSHIP FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                                   NEW JERSEY
         (State or Other Jurisdiction of Incorporation or Organization)

                                   22-3351447
                      (I.R.S. Employer Identification No.)

630 GODWIN AVENUE, MIDLAND PARK, NEW JERSEY                              07432
-------------------------------------------                            ---------
(Address of Principal Executive Offices)                              (Zip Code)

                        STEWARDSHIP FINANCIAL CORPORATION
                2001 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                              PAUL VAN OSTENBRIDGE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                630 GODWIN AVENUE
                             MIDLAND PARK, NJ 07432
                                 (201) 444-7100
  (Name, address, telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                  Proposed      Proposed
                                  Maximum       Maximum
   Title of                       Offering     Aggregate
Securities to    Amount to be     Price per     Offering            Amount of
be Registered     Registered      Share (2)      Price          Registration Fee
-------------    ------------     ---------    -----------      ----------------
Common Stock
no par value      63,000 (1)       $15.83      $997,290               $91.75

(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
the Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, and
based on the price at which the options may be exercised (the exercise price is
determined on the date of grant; of the 63,000 options available for grant,
52,500 options were granted as of May 8, 2001 at an exercise of $15.83 per
share, which number of options and exercise price are adjusted for the 5%
stock dividend paid November, 2001.)

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The Following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  the Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 2001; and

     (b)  the "Description of Registrant's Securities to be Registered"
          contained in the Registrant's Registration Statement on Form 8-B, as
          filed with the Securities and Exchange Commission on December 10,
          1996.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 dates of filing
of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorported 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.

<PAGE>


     Article VII of the Registrant's Certificate of Incorporation requires the
Registrant to indemnify its officers, directors, employees and agents and former
officers, directors, employees and agents, and any other persons serving at the
request of the Registrant as an officer, director, employee or agent of another
corporation, association, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal, administrative
or investigative, with respect to which such officer, director, employee, agent
or other person is a party, or is threatened to be made a party, to the full
extent permitted by the New Jersey Business Corporation Act.

     The Registrant's Certificate of Incorporation also provides that the
Registrant may purchase and maintain insurance on behalf of any person or
persons enumerated in Article VII thereof against any liability asserted against
or incurred by such person or persons arising out of their status as corporate
directors, officers, employees, or agents whether or not the Registrant would
have the power to indemnify them against such liability under the provisions of
this article.

     With respect to possible indemnification of officers, directors, employees
and agents of the Registrant for liabilities arising under the Securities Act,
the Registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

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)            Provisions of the Certificate of Incorporation of
                             the Registrant, that define the rights of the
                             security holders of the Registrant (incorporated by
                             reference to Exhibit 3(i) to Registration Statement
                             No. 000-21855 on Form 8-B).

             4(b)            2001 Stock Option Plan for Non-Employee
                             Directors (incorporated by reference to
                             Exhibit B to Registrant's Definitive Proxy
                             Statement (Schedule 14A) for the 2001 Annual
                             Meeting of Shareholders).

             5(a)            Opinion of McCarter & English, as to the legality
                             of the securities to be issued.

             23(a)           Consent of McCarter & English is included in the
                             opinion.

             23(b)           Consent of Independent Accountants.
<PAGE>

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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the 4
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 1(i) and 1(ii) do not apply if 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 Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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
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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>


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

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Midland Park, New Jersey, on May 6, 2002.



                                      By: /s/ PAUL VAN OSTENBRIDGE
                                          -------------------------------------
                                          Paul Van Ostenbridge,
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

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

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

/s/ PAUL VAN OSTENBRIDGE      President, Chief Executive             May 6, 2002
------------------------      Officer and Director
Paul Van Ostenbridge


/s/ JULIE E. HOLLAND          Principal Financial Officer and        May 6, 2002
--------------------          Principal Accounting Officer
Julie E. Holland


/s/ WILLIAM M. ALMROTH
--------------------------    Director                               May 6, 2002
William M. Almroth


/s/ HAROLD DYER
--------------------------    Director                               May 6, 2002
Harold Dyer


/s/ WILLIAM C. HANSE
--------------------------    Director                               May 6, 2002
William C. Hanse


/s/ MARGO LANE
--------------------------    Director                               May 6, 2002
Margo Lane


/s/ ARIE LEEGWATER            Chairman of the Board                  May 6, 2002
--------------------------    and Director
Arie Leegwater


/s/ JOHN L. STEEN             Vice Chairman of the Board             May 6, 2002
--------------------------    and Director
John L. Steen


/s/ ROBERT J. TURNER
--------------------------    Director                               May 6, 2002
Robert J. Turner


/s/ WILLIAM J. VANDER EEMS
--------------------------    Director                               May 6, 2002
William J. Vander Eems


/s/ ABE VAN WINGERDEN
--------------------------    Director                               May 6, 2002
Abe Van Wingerden



<PAGE>


               EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8

                                       Of

                        STEWARDSHIP FINANCIAL CORPORATION

EXHIBIT NO.                                 NAME OF DOCUMENT
-----------                                 ----------------

 4(a)           Provisions of the Certificate of Incorporation of the
                Registrant, that define the rights of the security holders of
                the Registrant (incorporated by reference to Exhibit 3(i) to
                Registration Statement No. 000-21855 on Form 8-B).

 4(b)           2001 Stock Option Plan for Non-Employee Directors (incorporated
                by reference to Exhibit B to Registrant's Definitive Proxy
                Statement (Schedule 14A) for the 2001 Annual Meeting of
                Shareholders).

 5(a)           Opinion of McCarter & English, as to the legality of the
                securities to be issued.


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


23(b)           Consent of Independent Accountants.
[{"type": "S-8", "sequence": "1", "filename": "e88686_s-8.txt", "secsgml_size_bytes": 15429}]
{"company-data": {"conformed-name": "STEWARDSHIP FINANCIAL CORP", "cik": "0001023860", "assigned-sic": "6022", "irs-number": "223351447", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87842", "film-number": "02638347"}, "business-address": {"street1": "630 GODWIN AVE", "city": "MIDLAND PARK", "state": "NJ", "zip": "07432", "phone": "2014447100"}, "mail-address": {"street1": "603 GODWIN AVE", "city": "MIDLAND PARK", "state": "NJ", "zip": "07432"}}
As filed with the Securities and Exchange Commission on May 8, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        STEWARDSHIP FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                                   NEW JERSEY
         (State or Other Jurisdiction of Incorporation or Organization)

                                   22-3351447
                      (I.R.S. Employer Identification No.)

630 GODWIN AVENUE, MIDLAND PARK, NEW JERSEY                              07432
-------------------------------------------                            ---------
(Address of Principal Executive Offices)                              (Zip Code)

                        STEWARDSHIP FINANCIAL CORPORATION
                2001 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                              PAUL VAN OSTENBRIDGE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                630 GODWIN AVENUE
                             MIDLAND PARK, NJ 07432
                                 (201) 444-7100
  (Name, address, telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                  Proposed      Proposed
                                  Maximum       Maximum
   Title of                       Offering     Aggregate
Securities to    Amount to be     Price per     Offering            Amount of
be Registered     Registered      Share (2)      Price          Registration Fee
-------------    ------------     ---------    -----------      ----------------
Common Stock
no par value      63,000 (1)       $15.83      $997,290               $91.75

(1) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable as a
result of stock splits, stock dividends or similar transactions, as described in
the Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, and
based on the price at which the options may be exercised (the exercise price is
determined on the date of grant; of the 63,000 options available for grant,
52,500 options were granted as of May 8, 2001 at an exercise of $15.83 per
share, which number of options and exercise price are adjusted for the 5%
stock dividend paid November, 2001.)
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The Following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  the Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 2001; and

     (b)  the "Description of Registrant's Securities to be Registered"
          contained in the Registrant's Registration Statement on Form 8-B, as
          filed with the Securities and Exchange Commission on December 10,
          1996.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 dates of filing
of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorported 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.
Article VII of the Registrant's Certificate of Incorporation requires the
Registrant to indemnify its officers, directors, employees and agents and former
officers, directors, employees and agents, and any other persons serving at the
request of the Registrant as an officer, director, employee or agent of another
corporation, association, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal, administrative
or investigative, with respect to which such officer, director, employee, agent
or other person is a party, or is threatened to be made a party, to the full
extent permitted by the New Jersey Business Corporation Act.

     The Registrant's Certificate of Incorporation also provides that the
Registrant may purchase and maintain insurance on behalf of any person or
persons enumerated in Article VII thereof against any liability asserted against
or incurred by such person or persons arising out of their status as corporate
directors, officers, employees, or agents whether or not the Registrant would
have the power to indemnify them against such liability under the provisions of
this article.

     With respect to possible indemnification of officers, directors, employees
and agents of the Registrant for liabilities arising under the Securities Act,
the Registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

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)            Provisions of the Certificate of Incorporation of
                             the Registrant, that define the rights of the
                             security holders of the Registrant (incorporated by
                             reference to Exhibit 3(i) to Registration Statement
                             No. 000-21855 on Form 8-B).

             4(b)            2001 Stock Option Plan for Non-Employee
                             Directors (incorporated by reference to
                             Exhibit B to Registrant's Definitive Proxy
                             Statement (Schedule 14A) for the 2001 Annual
                             Meeting of Shareholders).

             5(a)            Opinion of McCarter & English, as to the legality
                             of the securities to be issued.

             23(a)           Consent of McCarter & English is included in the
                             opinion.

             23(b)           Consent of Independent Accountants.
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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the 4
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 1(i) and 1(ii) do not apply if 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 Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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
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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Midland Park, New Jersey, on May 6, 2002.

                                      By: /s/ PAUL VAN OSTENBRIDGE
                                          -------------------------------------
                                          Paul Van Ostenbridge,
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

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

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

/s/ PAUL VAN OSTENBRIDGE      President, Chief Executive             May 6, 2002
------------------------      Officer and Director
Paul Van Ostenbridge

/s/ JULIE E. HOLLAND          Principal Financial Officer and        May 6, 2002
--------------------          Principal Accounting Officer
Julie E. Holland

/s/ WILLIAM M. ALMROTH
--------------------------    Director                               May 6, 2002
William M. Almroth

/s/ HAROLD DYER
--------------------------    Director                               May 6, 2002
Harold Dyer

/s/ WILLIAM C. HANSE
--------------------------    Director                               May 6, 2002
William C. Hanse

/s/ MARGO LANE
--------------------------    Director                               May 6, 2002
Margo Lane

/s/ ARIE LEEGWATER            Chairman of the Board                  May 6, 2002
--------------------------    and Director
Arie Leegwater

/s/ JOHN L. STEEN             Vice Chairman of the Board             May 6, 2002
--------------------------    and Director
John L. Steen

/s/ ROBERT J. TURNER
--------------------------    Director                               May 6, 2002
Robert J. Turner

/s/ WILLIAM J. VANDER EEMS
--------------------------    Director                               May 6, 2002
William J. Vander Eems

/s/ ABE VAN WINGERDEN
--------------------------    Director                               May 6, 2002
Abe Van Wingerden
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8

                                       Of

                        STEWARDSHIP FINANCIAL CORPORATION

EXHIBIT NO.                                 NAME OF DOCUMENT
-----------                                 ----------------

 4(a)           Provisions of the Certificate of Incorporation of the
                Registrant, that define the rights of the security holders of
                the Registrant (incorporated by reference to Exhibit 3(i) to
                Registration Statement No. 000-21855 on Form 8-B).

 4(b)           2001 Stock Option Plan for Non-Employee Directors (incorporated
                by reference to Exhibit B to Registrant's Definitive Proxy
                Statement (Schedule 14A) for the 2001 Annual Meeting of
                Shareholders).

 5(a)           Opinion of McCarter & English, as to the legality of the
                securities to be issued.

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

23(b)           Consent of Independent Accountants.