As filed with the Securities and Exchange Commission on November 18, 2004
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          Synergy Financial Group, Inc.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                            52-2413926
---------------------------------------                      -----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              310 North Avenue East
                           Cranford, New Jersey 07016
                     --------------------------------------
                    (Address of principal executive offices)

              Synergy Financial Group, Inc. 2004 Stock Option Plan
            Synergy Financial Group, Inc. 2004 Restricted Stock Plan
            --------------------------------------------------------
                            (Full Title of the Plans)

                               Ralph A. Fernandez
                            Senior Vice President and
                             Chief Financial Officer
                              310 North Avenue East
                           Cranford, New Jersey 07016
                                  908-272-3838
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                                 --------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
          Title of                                     Proposed Maximum    Proposed Maximum
        Securities to             Amount to be             Offering       Aggregate Offering   Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)      Price (2)               Fee (2)
        -------------            --------------       ------------------      ----------             --------
<C>                              <C>                        <C>               <C>                     <C>
Common Stock
$0.10 par value per share        694,569 shares             $10.15            $7,049,875              $893.22


Common Stock
$0.10 par value per share        290,458 shares             $10.81            $3,139,851              $397.82

=====================================================================================================================
<FN>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Synergy  Financial Group, Inc. 2004 Stock Option Plan
         consists of 703,591 shares, and under the Synergy Financial Group, Inc.
         2004  Restricted  Stock Plan (the "RSP") consists of 281,436 shares are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 985,027 shares are being  registered
         hereby,  of which 694,569 shares are under option at a weighted average
         exercise price of $10.15 per share  ($7,049,875 in the aggregate).  The
         remainder of such shares 290,458 shares,  consisting of 9,022 unawarded
         options  under the Stock Option Plan and 281,436  shares  awarded under
         the RSP,  are being  registered  based upon the average of the high and
         low prices of the Common  Stock of the  Registrant  as  reported on the
         Nasdaq  National  Market on  November  12,  2004,  of $10.81  per share
         ($3,139,851 in the aggregate), for a total offering of $10,189,726.
</FN>
</TABLE>
         THIS REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  AUTOMATICALLY UPON
THE DATE OF FILING,  IN ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF
1933 ("1933 ACT") AND RULE 462 OF THE 1933 ACT.
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION. *
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
------

     *This Registration  Statement relates to the registration of 985,027 shares
of Synergy Financial Group,  Inc. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in  accordance  with the Synergy  Financial  Group,  Inc. 2004 Stock Option Plan
under which 703,591 shares are issuable,  and the Synergy  Financial Group, Inc.
2004  Restricted  Stock Plan under which 281,436 shares are issuable  (together,
the "Plans").  Documents  containing the information  required by Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
------

     The  Company  became  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  November  12,  2003 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

     The  following  documents  filed by the  Company are  incorporated  in this
Registration Statement by reference:

     (a) The Company's  Annual  Report on Form 10-K for the Year Ended  December
31, 2003, as filed with the Commission;

     (b) The Company's Quarterly Report on Form 10-Q for the Quarter Ended March
31, 2004, as filed with the Commission;

     (c) The Company's  Quarterly Report on Form 10-Q for the Quarter Ended June
30, 2004, as filed with the Commission;

     (d) The  Company's  Quarterly  Report  on Form 10-Q for the  Quarter  Ended
September 30, 2004, as filed with the Commission;

     (e) Form 8-K filed on May 3, 2004;

     (f) Form 8-K filed on June 23, 2004;

     (g) Form 8-K filed on July 29, 2004;

                                       2
<PAGE>

     (h) Form DEFA14A filed on July 29, 2004;

     (i) Form DEFA14A filed on August 9, 2004;

     (j) Form 8-K filed on August 26, 2004;

     (k) Form 8-K filed on September 1, 2004;

     (l) Form 8-K filed on October 28, 2004; and

     (m)  The  description  of the  Company's  securities  as  contained  in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
November 12, 2003.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14, and 15(d) of the 1934 Act,  prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered 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 a part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
------

     Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------

     Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------

     Section 14A:3-5 of the New Jersey Business  Corporation Act describes those
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

     Section 17 of the  Certificate  of  Incorporation  of the Company  requires
indemnification  of directors,  officers,  employees or agents of the Company to
the full extent permissible under New Jersey law.

     The  registrant  believes that these  provisions  assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiaries.  However,  a result of such provisions could be
to increase the expenses of the registrant and effectively reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

     The Company may purchase and maintain insurance on behalf of any person who
is or was a director,  officer,  employee,  or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another corporation,  partnership,  joint venture, trust, or other enterprise
against any liability  asserted against the person and incurred by the person in
any such  capacity  or  arising  out of his  status as such,  whether or not the
Company  would have the power to indemnify  the person  against  such  liability
under the provisions of the Certificate of Incorporation.

                                       3
<PAGE>
     Additionally,  the Company has in force a directors and officers  liability
policy for claims directly  against  directors and officers and for claims where
the Company is required  to  indemnify  directors  and  officers.  The policy is
underwritten  by  Progressive  Casualty  Insurance  Company  with  a  $5,000,000
aggregate limit of liability and an aggregate deductible of $100,000.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933  ("1933  Act") may be  permitted  to  directors,  officers,  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
------

     Not Applicable

ITEM 8.  EXHIBITS.
------

     For a list of all exhibits  filed or included as part of this  Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

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 1933
          Act;

          (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, 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
1934 Act that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining  any liability under the 1933
Act, 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.

                                       4
<PAGE>

          (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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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 that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

     (d) Insofar as indemnification  for liabilities  arising under the 1933 Act
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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       5
<PAGE>

                                   SIGNATURES

         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of Cranford in the State of New Jersey, on the 18th
day of November 2004.

                                      SYNERGY FINANCIAL GROUP, INC.


                                      By: /s/John S. Fiore
                                          --------------------------------------
                                          John S. Fiore
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of Synergy  Financial  Group,
Inc., do hereby  severally  constitute and appoint John S. Fiore as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said John S. Fiore may deem
necessary or advisable to enable Synergy  Financial Group,  Inc., to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of 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
ratify and  confirm  all that said John S. Fiore shall do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.




/s/Kenneth S. Kasper                      /s/John S. Fiore
----------------------------------        --------------------------------------
Kenneth S. Kasper                         John S. Fiore
Chairman and Director                     President, Chief Executive Officer and
                                          Director
                                          (Principal Executive Officer)

Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------

/s/Ralph A. Fernandez                     /s/Paul T. LaCorte
----------------------------------        --------------------------------------
Ralph A. Fernandez                        Paul T. LaCorte
Senior Vice President and Chief           Director
   Financial Officer
(Principal Financial and Accounting
   Officer)


Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------

<PAGE>


/s/Nancy A. Davis                         /s/George Putvinski
----------------------------------        --------------------------------------
Nancy A. Davis                            George Putvinski
Director                                  Director



Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------


/s/ W. Phillip  Scott                     /s/ Albert N. Stender
----------------------------------        --------------------------------------
W. Phillip  Scott                         Albert N. Stender
Director                                  Director



Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------


/s/David H. Gibbons, Jr.                  /s/Magdalena M. De Perez
----------------------------------        --------------------------------------
David H. Gibbons, Jr.                     Magdalena M. De Perez
Director                                  Director



Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------


<PAGE>

                                INDEX TO EXHIBITS





EXHIBIT                   DESCRIPTION
-------                   -----------

     4.1      Synergy Financial Group, Inc. 2004 Stock Option Plan


     4.2      Synergy Financial Group, Inc. 2004 Restricted Stock Plan


     4.3      Form of Stock Option Agreement to be entered into with
              respect to Stock Options under the Stock Option Plan


     4.4      Form of Restricted Stock Award Agreement


     4.5      Form of Stock Award Tax Notice


     5.1      Opinion of Malizia Spidi & Fisch, PC as to the validity of the
              Common Stock being registered


    23.1      Consent of Malizia Spidi & Fisch, PC (appears in their opinion
              filed as Exhibit 5.1)


    23.2      Consent of Grant Thornton LLP


     24       Reference is made to the Signatures section of this
              Registration Statement for the Power of Attorney contained
              therein
[{"type": "S-8", "sequence": "1", "filename": "s8_111804-0207.txt", "description": "FORM S-8 - 2004 SOP AND RSP - SYNERGY", "secsgml_size_bytes": 21737}]
{"company-data": {"conformed-name": "SYNERGY FINANCIAL GROUP INC /NJ/", "cik": "0001263766", "assigned-sic": "6035", "irs-number": "522413926", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120596", "film-number": "041154772"}, "business-address": {"street1": "310 NORTH AVE EAST", "city": "CRANFORD", "state": "NJ", "zip": "07016", "phone": "8006933838"}}
As filed with the Securities and Exchange Commission on November 18, 2004
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Synergy Financial Group, Inc.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           New Jersey                                            52-2413926
---------------------------------------                      -----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              310 North Avenue East
                           Cranford, New Jersey 07016
                     --------------------------------------
                    (Address of principal executive offices)

              Synergy Financial Group, Inc. 2004 Stock Option Plan
            Synergy Financial Group, Inc. 2004 Restricted Stock Plan
            --------------------------------------------------------
                            (Full Title of the Plans)

                               Ralph A. Fernandez
                            Senior Vice President and
                             Chief Financial Officer
                              310 North Avenue East
                           Cranford, New Jersey 07016
                                  908-272-3838
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                                 --------------

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
          Title of                                     Proposed Maximum    Proposed Maximum
        Securities to             Amount to be             Offering       Aggregate Offering   Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)      Price (2)               Fee (2)
        -------------            --------------       ------------------      ----------             --------
Common Stock
$0.10 par value per share        694,569 shares             $10.15            $7,049,875              $893.22

Common Stock
$0.10 par value per share        290,458 shares             $10.81            $3,139,851              $397.82

=====================================================================================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Synergy  Financial Group, Inc. 2004 Stock Option Plan
         consists of 703,591 shares, and under the Synergy Financial Group, Inc.
         2004  Restricted  Stock Plan (the "RSP") consists of 281,436 shares are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 985,027 shares are being  registered
         hereby,  of which 694,569 shares are under option at a weighted average
         exercise price of $10.15 per share  ($7,049,875 in the aggregate).  The
         remainder of such shares 290,458 shares,  consisting of 9,022 unawarded
         options  under the Stock Option Plan and 281,436  shares  awarded under
         the RSP,  are being  registered  based upon the average of the high and
         low prices of the Common  Stock of the  Registrant  as  reported on the
         Nasdaq  National  Market on  November  12,  2004,  of $10.81  per share
         ($3,139,851 in the aggregate), for a total offering of $10,189,726.
THIS REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  AUTOMATICALLY UPON
THE DATE OF FILING,  IN ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF
1933 ("1933 ACT") AND RULE 462 OF THE 1933 ACT.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION. *
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
------

     *This Registration  Statement relates to the registration of 985,027 shares
of Synergy Financial Group,  Inc. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in  accordance  with the Synergy  Financial  Group,  Inc. 2004 Stock Option Plan
under which 703,591 shares are issuable,  and the Synergy  Financial Group, Inc.
2004  Restricted  Stock Plan under which 281,436 shares are issuable  (together,
the "Plans").  Documents  containing the information  required by Part I of this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
------

     The  Company  became  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  November  12,  2003 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

     The  following  documents  filed by the  Company are  incorporated  in this
Registration Statement by reference:

     (a) The Company's  Annual  Report on Form 10-K for the Year Ended  December
31, 2003, as filed with the Commission;

     (b) The Company's Quarterly Report on Form 10-Q for the Quarter Ended March
31, 2004, as filed with the Commission;

     (c) The Company's  Quarterly Report on Form 10-Q for the Quarter Ended June
30, 2004, as filed with the Commission;

     (d) The  Company's  Quarterly  Report  on Form 10-Q for the  Quarter  Ended
September 30, 2004, as filed with the Commission;

     (e) Form 8-K filed on May 3, 2004;

     (f) Form 8-K filed on June 23, 2004;

     (g) Form 8-K filed on July 29, 2004;

                                       2
(h) Form DEFA14A filed on July 29, 2004;

     (i) Form DEFA14A filed on August 9, 2004;

     (j) Form 8-K filed on August 26, 2004;

     (k) Form 8-K filed on September 1, 2004;

     (l) Form 8-K filed on October 28, 2004; and

     (m)  The  description  of the  Company's  securities  as  contained  in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
November 12, 2003.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14, and 15(d) of the 1934 Act,  prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered 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 a part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
------

     Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
------

     Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------

     Section 14A:3-5 of the New Jersey Business  Corporation Act describes those
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

     Section 17 of the  Certificate  of  Incorporation  of the Company  requires
indemnification  of directors,  officers,  employees or agents of the Company to
the full extent permissible under New Jersey law.

     The  registrant  believes that these  provisions  assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiaries.  However,  a result of such provisions could be
to increase the expenses of the registrant and effectively reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

     The Company may purchase and maintain insurance on behalf of any person who
is or was a director,  officer,  employee,  or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another corporation,  partnership,  joint venture, trust, or other enterprise
against any liability  asserted against the person and incurred by the person in
any such  capacity  or  arising  out of his  status as such,  whether or not the
Company  would have the power to indemnify  the person  against  such  liability
under the provisions of the Certificate of Incorporation.

                                       3
Additionally,  the Company has in force a directors and officers  liability
policy for claims directly  against  directors and officers and for claims where
the Company is required  to  indemnify  directors  and  officers.  The policy is
underwritten  by  Progressive  Casualty  Insurance  Company  with  a  $5,000,000
aggregate limit of liability and an aggregate deductible of $100,000.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933  ("1933  Act") may be  permitted  to  directors,  officers,  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
------

     Not Applicable

ITEM 8.  EXHIBITS.
------

     For a list of all exhibits  filed or included as part of this  Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

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 1933
          Act;

          (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, 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
1934 Act that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining  any liability under the 1933
Act, 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.

                                       4
(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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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 that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

     (d) Insofar as indemnification  for liabilities  arising under the 1933 Act
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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       5
SIGNATURES

         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Township of Cranford in the State of New Jersey, on the 18th
day of November 2004.

                                      SYNERGY FINANCIAL GROUP, INC.

                                      By: /s/John S. Fiore
                                          --------------------------------------
                                          John S. Fiore
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of Synergy  Financial  Group,
Inc., do hereby  severally  constitute and appoint John S. Fiore as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said John S. Fiore may deem
necessary or advisable to enable Synergy  Financial Group,  Inc., to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of 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
ratify and  confirm  all that said John S. Fiore shall do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

/s/Kenneth S. Kasper                      /s/John S. Fiore
----------------------------------        --------------------------------------
Kenneth S. Kasper                         John S. Fiore
Chairman and Director                     President, Chief Executive Officer and
                                          Director
                                          (Principal Executive Officer)

Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------

/s/Ralph A. Fernandez                     /s/Paul T. LaCorte
----------------------------------        --------------------------------------
Ralph A. Fernandez                        Paul T. LaCorte
Senior Vice President and Chief           Director
   Financial Officer
(Principal Financial and Accounting
   Officer)

Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------
/s/Nancy A. Davis                         /s/George Putvinski
----------------------------------        --------------------------------------
Nancy A. Davis                            George Putvinski
Director                                  Director

Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------

/s/ W. Phillip  Scott                     /s/ Albert N. Stender
----------------------------------        --------------------------------------
W. Phillip  Scott                         Albert N. Stender
Director                                  Director

Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------

/s/David H. Gibbons, Jr.                  /s/Magdalena M. De Perez
----------------------------------        --------------------------------------
David H. Gibbons, Jr.                     Magdalena M. De Perez
Director                                  Director

Date: November 18, 2004                   Date: November 18, 2004
      -----------------                         -----------------
INDEX TO EXHIBITS

EXHIBIT                   DESCRIPTION
-------                   -----------

     4.1      Synergy Financial Group, Inc. 2004 Stock Option Plan

     4.2      Synergy Financial Group, Inc. 2004 Restricted Stock Plan

     4.3      Form of Stock Option Agreement to be entered into with
              respect to Stock Options under the Stock Option Plan

     4.4      Form of Restricted Stock Award Agreement

     4.5      Form of Stock Award Tax Notice

     5.1      Opinion of Malizia Spidi & Fisch, PC as to the validity of the
              Common Stock being registered

    23.1      Consent of Malizia Spidi & Fisch, PC (appears in their opinion
              filed as Exhibit 5.1)

    23.2      Consent of Grant Thornton LLP

     24       Reference is made to the Signatures section of this
              Registration Statement for the Power of Attorney contained
              therein