Registration No. 333-________

   As filed with the Securities and Exchange Commission on February 22, 2010

                 UNITED STATESSECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933

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

            Delaware                                     42-1547151
 (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                830 Bergen Avenue
                       Jersey City, New Jersey 07306-4599
                    (Address of Principal Executive Offices)

                       Provident Financial Services, Inc.
                      2008 Long-Term Equity Incentive Plan
                       (Full Title of the Plan)Copies to:

   John F. Kuntz, Esquire                       Marc P. Levy, Esquire
General Counsel and Corporate Secretary    Luse Gorman Pomerenk & Schick, P.C.
 Provident Financial Services, Inc.         5335 Wisconsin Ave., N.W., Suite 400
  830 Bergen Avenue                           Washington, D.C.  20015
 Jersey City, New Jersey 07306                 (202) 274-2000
    (201) 333-1000
(Name, Address and Telephone
   Number of Agent for Service)


<PAGE>

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE*
<S>   <C>                 <C>                 <C>                   <C>                   <C>


====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  2,481,382 (2)        $10.27 (5)              $25,483,793             $1,817
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                    593,092 (3)        $10.27 (5)              $ 6,091,055             $  434
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  3,973,498 (4)        $10.27 (5)              $40,807,824             $2,910
--------------------------------------------------------------------------------------------------------------------
TOTALS                           7,047,972                                    $72,382,672             $5,161
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Provident Financial Services, Inc. 2008 Long-Term Equity Incentive Plan
     (the "2008 Equity  Plan") as a result of a stock split,  stock  dividend or
     similar adjustment of the outstanding  common stock of Provident  Financial
     Services, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the 2008  Equity  Plan for  grants of  incentive  and  non-statutory  stock
     options,  stock appreciation  rights,  restricted stock units or restricted
     stock awards.
(3)  Represents the number of shares of common stock reserved for issuance under
     the 2008 Equity Plan  previously  awarded under the  Company's  prior stock
     benefit  plans,  which  have  been  forfeited  and  which  were  previously
     registered  with the  Securities and Exchange  Commission  under a Form S-8
     filed on November 3, 2003.
(4)  Represents  the  number of shares of common  stock  that have been  awarded
     under the  Company's  prior stock  benefit plans that could be forfeited or
     expire unused and which were previously  registered with the Securities and
     Exchange Commission under a Form S-8 filed on November 3, 2003.
(5)  Determined pursuant to 17 C.F.R. Section 230.457(c).

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

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



<PAGE>


PART I.

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

     The documents containing the information specified in Part I and II of Form
S-8 have been or will be sent or given to  participants  in the 2008 Equity Plan
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

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

PART II.

Item 3.  Incorporation of Documents by Reference

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

     a) The Company's Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 001-31566), filed with the Commission on March 2, 2009;

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

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed with the  Commission  on December 12,
2002 and amended as of the same date (Commission File No. 001-31566).

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

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers

     Articles  TENTH and ELEVENTH of the  Certificate  of  Incorporation  of the
Company set forth circumstances under which directors,  officers,  employees and
agents of the Company may be insured or indemnified against liability which they
incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses"),  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  services to an employee benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee

                                       4
<PAGE>

has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise, shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>
<S>     <C>     <C>                                          <C>

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

         4        Form of Common Stock Certificate                              *

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

         10       Provident Financial Services, Inc. 2008 Long-Term Equity
                  Incentive Plan                                                **

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

         23.2     Consent of KPMG LLP                                           Attached as Exhibit 23.2

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


                                       5


<PAGE>
----------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No. 333-98241) filed by the Company under the Securities Act
     of 1933,  with the  Commission  on August 16, 2002,  and all  amendments or
     reports filed for the purpose of updating such description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's 2008 Annual Meeting of Stockholders (File No.  001-31566),  filed
     by the Company under the Exchange Act, on March 14, 2008.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       6

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Jersey City, New Jersey,
on this 22nd day of February, 2010.


                                           PROVIDENT FINANCIAL SERVICES, INC.


                                    By:    /s/Christopher Martin
                                           Christopher Martin
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Provident Financial Services,
Inc. (the "Company") hereby severally constitute and appoint Christopher Martin,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Christopher  Martin  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock options to be granted under the Provident  Financial  Services,  Inc. 2008
Long-Term Equity  Incentive Plan,  including  specifically,  but not limited to,
power  and  authority  to sign for us in our names in the  capacities  indicated
below  the  registration   statement  and  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Christopher Martin shall do or cause to be done by virtue thereof.

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

<TABLE>
<CAPTION>
<S>                       <C>                                           <C>

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


/s/ Christopher Martin                      Director, President and                     February 22, 2010
------------------------------------        Chief Executive Officer
Christopher Martin                          (Principal Executive Officer)


/s/Thomas M. Lyons                          Senior Vice President and                   February 22, 2010
------------------------------------        Chief Financial Officer
Thomas M. Lyons                             (Principal Accounting Officer)


/s/Thomas W. Berry                          Director                                    February 22, 2010
---------------------------
Thomas W. Berry



/s/Laura L. Brooks                          Director                                    February 22, 2010
---------------------------
Laura L. Brooks



<PAGE>

/s/John G. Collins                           Director                                   February 22, 2010
------------------------------------
John G. Collins

/s/Geoffrey M. Connor                       Director                                    February 22, 2010
---------------------------
Geoffrey M. Connor


/s/Frank L. Fekete                          Director                                    February 22, 2010
---------------------------
Frank L. Fekete



/s/Carlos Hernandez                         Director                                    February 22, 2010
---------------------------
Carlos Hernandez


/s/William T. Jackson                       Director                                    February 22, 2010
---------------------------
William T. Jackson


/s/Katharine Laud                           Director                                    February 22, 2010
---------------------------
Katharine Laud


/s/Arthur McConnell                         Director                                    February 22, 2010
---------------------------
Arthur McConnell


/s/John P. Mulkerin                         Director                                    February 22, 2010
---------------------------
John P. Mulkerin


/s/Edward O'Donnell                         Director                                    February 22, 2010
---------------------------
Edward O'Donnell

/s/Paul M. Pantozzi                         Chairman                                    February 22, 2010
---------------------------
Paul M. Pantozzi

/s/Jeffries Shein                           Director                                    February 22, 2010
---------------------------
Jeffries Shein

</TABLE>



<PAGE>



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>   <C>             <C>


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

         4                 Form of Common  Stock  Certificate  (incorporated  by reference to Exhibit 4 to
                           the  Registration  Statement  on Form S-1  (File No.  333-98241),  filed by the
                           Company  under the  Securities  Act of 1933 with the  Commission  on August 16,
                           2002,  and all  amendments  or reports  filed for the purpose of updating  such
                           description).

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

         10                Provident  Financial  Services,  Inc.  2008  Long-Term  Equity  Incentive  Plan
                           (incorporated by reference to Appendix A to the proxy
                           statement for the Company's 2008 Annual Meeting of
                           Stockholders (File No. 001-31566), filed by the
                           Company under the Securities Exchange Act of 1934, on
                           March 14, 2008).

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

         23.2              Consent of KPMG LLP

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


</TABLE>
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{"company-data": {"conformed-name": "PROVIDENT FINANCIAL SERVICES INC", "cik": "0001178970", "assigned-sic": "6035", "irs-number": "421547151", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-165018", "film-number": "10622509"}, "business-address": {"street1": "830 BERGEN AVENUE", "city": "JERSEY CITY", "state": "NJ", "zip": "07306", "phone": "2013331000"}}
Registration No. 333-________

   As filed with the Securities and Exchange Commission on February 22, 2010

                 UNITED STATESSECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933

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

            Delaware                                     42-1547151
 (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                830 Bergen Avenue
                       Jersey City, New Jersey 07306-4599
                    (Address of Principal Executive Offices)

                       Provident Financial Services, Inc.
                      2008 Long-Term Equity Incentive Plan
                       (Full Title of the Plan)Copies to:

   John F. Kuntz, Esquire                       Marc P. Levy, Esquire
General Counsel and Corporate Secretary    Luse Gorman Pomerenk & Schick, P.C.
 Provident Financial Services, Inc.         5335 Wisconsin Ave., N.W., Suite 400
  830 Bergen Avenue                           Washington, D.C.  20015
 Jersey City, New Jersey 07306                 (202) 274-2000
    (201) 333-1000
(Name, Address and Telephone
   Number of Agent for Service)
CALCULATION OF REGISTRATION FEE*
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  2,481,382 (2)        $10.27 (5)              $25,483,793             $1,817
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                    593,092 (3)        $10.27 (5)              $ 6,091,055             $  434
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  3,973,498 (4)        $10.27 (5)              $40,807,824             $2,910
--------------------------------------------------------------------------------------------------------------------
TOTALS                           7,047,972                                    $72,382,672             $5,161
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Provident Financial Services, Inc. 2008 Long-Term Equity Incentive Plan
     (the "2008 Equity  Plan") as a result of a stock split,  stock  dividend or
     similar adjustment of the outstanding  common stock of Provident  Financial
     Services, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the 2008  Equity  Plan for  grants of  incentive  and  non-statutory  stock
     options,  stock appreciation  rights,  restricted stock units or restricted
     stock awards.
(3)  Represents the number of shares of common stock reserved for issuance under
     the 2008 Equity Plan  previously  awarded under the  Company's  prior stock
     benefit  plans,  which  have  been  forfeited  and  which  were  previously
     registered  with the  Securities and Exchange  Commission  under a Form S-8
     filed on November 3, 2003.
(4)  Represents  the  number of shares of common  stock  that have been  awarded
     under the  Company's  prior stock  benefit plans that could be forfeited or
     expire unused and which were previously  registered with the Securities and
     Exchange Commission under a Form S-8 filed on November 3, 2003.
(5)  Determined pursuant to 17 C.F.R. Section 230.457(c).

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

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

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

     The documents containing the information specified in Part I and II of Form
S-8 have been or will be sent or given to  participants  in the 2008 Equity Plan
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

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

PART II.

Item 3.  Incorporation of Documents by Reference

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

     a) The Company's Annual Report on Form 10-K for the year ended December 31,
2008 (File No. 001-31566), filed with the Commission on March 2, 2009;

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

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed with the  Commission  on December 12,
2002 and amended as of the same date (Commission File No. 001-31566).

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

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       2
Item 6.  Indemnification of Directors and Officers

     Articles  TENTH and ELEVENTH of the  Certificate  of  Incorporation  of the
Company set forth circumstances under which directors,  officers,  employees and
agents of the Company may be insured or indemnified against liability which they
incur in their capacities as such:

     TENTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses"),  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  services to an employee benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee

                                       4
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise, shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     ELEVENTH:

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto
--------------                      --------                                    ---------------------------

         4        Form of Common Stock Certificate                              *

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

         10       Provident Financial Services, Inc. 2008 Long-Term Equity
                  Incentive Plan                                                **

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

         23.2     Consent of KPMG LLP                                           Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
5
----------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No. 333-98241) filed by the Company under the Securities Act
     of 1933,  with the  Commission  on August 16, 2002,  and all  amendments or
     reports filed for the purpose of updating such description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's 2008 Annual Meeting of Stockholders (File No.  001-31566),  filed
     by the Company under the Exchange Act, on March 14, 2008.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       6
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Jersey City, New Jersey,
on this 22nd day of February, 2010.

                                           PROVIDENT FINANCIAL SERVICES, INC.

                                    By:    /s/Christopher Martin
                                           Christopher Martin
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Provident Financial Services,
Inc. (the "Company") hereby severally constitute and appoint Christopher Martin,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Christopher  Martin  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock options to be granted under the Provident  Financial  Services,  Inc. 2008
Long-Term Equity  Incentive Plan,  including  specifically,  but not limited to,
power  and  authority  to sign for us in our names in the  capacities  indicated
below  the  registration   statement  and  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Christopher Martin shall do or cause to be done by virtue thereof.

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

/s/ Christopher Martin                      Director, President and                     February 22, 2010
------------------------------------        Chief Executive Officer
Christopher Martin                          (Principal Executive Officer)

/s/Thomas M. Lyons                          Senior Vice President and                   February 22, 2010
------------------------------------        Chief Financial Officer
Thomas M. Lyons                             (Principal Accounting Officer)

/s/Thomas W. Berry                          Director                                    February 22, 2010
---------------------------
Thomas W. Berry

/s/Laura L. Brooks                          Director                                    February 22, 2010
---------------------------
Laura L. Brooks
/s/John G. Collins                           Director                                   February 22, 2010
------------------------------------
John G. Collins

/s/Geoffrey M. Connor                       Director                                    February 22, 2010
---------------------------
Geoffrey M. Connor

/s/Frank L. Fekete                          Director                                    February 22, 2010
---------------------------
Frank L. Fekete

/s/Carlos Hernandez                         Director                                    February 22, 2010
---------------------------
Carlos Hernandez

/s/William T. Jackson                       Director                                    February 22, 2010
---------------------------
William T. Jackson

/s/Katharine Laud                           Director                                    February 22, 2010
---------------------------
Katharine Laud

/s/Arthur McConnell                         Director                                    February 22, 2010
---------------------------
Arthur McConnell

/s/John P. Mulkerin                         Director                                    February 22, 2010
---------------------------
John P. Mulkerin

/s/Edward O'Donnell                         Director                                    February 22, 2010
---------------------------
Edward O'Donnell

/s/Paul M. Pantozzi                         Chairman                                    February 22, 2010
---------------------------
Paul M. Pantozzi

/s/Jeffries Shein                           Director                                    February 22, 2010
---------------------------
Jeffries Shein
EXHIBIT INDEX
Exhibit Number             Description
--------------             -----------

         4                 Form of Common  Stock  Certificate  (incorporated  by reference to Exhibit 4 to
                           the  Registration  Statement  on Form S-1  (File No.  333-98241),  filed by the
                           Company  under the  Securities  Act of 1933 with the  Commission  on August 16,
                           2002,  and all  amendments  or reports  filed for the purpose of updating  such
                           description).

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

         10                Provident  Financial  Services,  Inc.  2008  Long-Term  Equity  Incentive  Plan
                           (incorporated by reference to Appendix A to the proxy
                           statement for the Company's 2008 Annual Meeting of
                           Stockholders (File No. 001-31566), filed by the
                           Company under the Securities Exchange Act of 1934, on
                           March 14, 2008).

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

         23.2              Consent of KPMG LLP

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