Registration No. 333-______

    As filed with the Securities and Exchange Commission on February 7, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE 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
                    (Address of Principal Executive Offices)

                                Paul M. Pantozzi
                                830 Bergen Avenue
                          Jersey City, New Jersey 07306
                     (Name and Address of Agent for Service)
                              ____________________

               The Provident Bank Employee Savings Incentive Plan
                            (Full Title of the Plan)


                                   Copies to:

        John F. Kuntz, Esquire                    John J. Gorman, 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)
                              ____________________


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

<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
====================================================================================================================
<CAPTION>

         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
--------------------------------------------------------------------------------------------------------------------
        <S>                        <C>                  <C>                     <C>                     <C>

      Participation
        Interests
                                   (1)                   __                     __                     (2)
====================================================================================================================
<FN>
--------------
(1) Represents an indeterminate number of interests in The Provident Bank
    Employee Savings Incentive Plan.
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
</FN>
</TABLE>
                              ____________________

         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

     This Registration Statement relates to the registration of an indeterminate
number  of  participation  interests  in The  Provident  Bank  Employee  Savings
Incentive Plan (the "Plan").  Documents  containing the information  required by
Part I of the  Registration  Statement  have  been or will be sent or  given  to
participants  in the Plan, as specified by Securities Act 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.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed by Provident
Financial  Services,  Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

     a) The Company's prospectus containing audited financial statements for the
fiscal year ended  December  31, 2001  (Commission  File No.  333-98241),  filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the prospectus 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.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to John F.
Kuntz,  Esq.,  General  Counsel and  Corporate  Secretary,  Provident  Financial
Services,  Inc.,  830 Bergen Avenue,  Jersey City,  New Jersey 07306,  telephone
number (201) 333-1000.

     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.

<PAGE>

Item 5. Interests of Named Experts and Counsel

     None.

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 and  "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 (60) 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

<PAGE>


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
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.                Exhibit 5

 10      The Provident Bank Employee Savings Incentive Plan.           **

<PAGE>

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

 23.2    Consent of KPMG LLP.                                       Exhibit 23.2

 24      Power of Attorney.                          Contained on Signature Page

 99      Prospectus Supplement.                                       ***
________________

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission File No.  333-98241),  originally 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 Exhibit 10.3 to the Registration  Statement on
     Form S-1 (Commission File No.  333-98241),  originally 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 Exhibit 99.7 to the Registration  Statement on
     Form S-1 (Commission File No.  333-98241),  originally 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.

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  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 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; 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.


<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, State of New
Jersey, on this 7th day of February, 2003.

                                              PROVIDENT FINANCIAL SERVICES, INC.


Date: February 7, 2003                   By:  /s/ Paul M. Pantozzi
                                              ----------------------------------
                                              Paul M. Pantozzi, Chief Executive
                                              Officer and President
                                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Provident Financial Services,
Inc. (the "Company")  hereby severally  constitute and appoint Paul M. Pantozzi,
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Paul M. Pantozzi 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  participation  interests in
The Provident Bank Employee Savings 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 Paul M.  Pantozzi  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/ Paul M. Pantozzi            Chairman, Chief Executive      February 7, 2003
---------------------------      Officer and President
Paul M. Pantozzi                 (Principal Executive
                                 Officer)


 /s/ Linda A. Niro               Senior Vice President and      February 7, 2003
---------------------------      Chief Financial Officer
Linda A. Niro                    (Principal Financial and
                                 Accounting Officer)



 /s/ J. Martin Comey             Director                       February 7, 2003
---------------------------
J. Martin Comey




 /s/ Geoffrey M. Connor          Director                       February 7, 2003
---------------------------
Geoffrey M. Connor

<PAGE>


 /s/ Frank L. Fekete             Director                       February 7, 2003
---------------------------
Frank L. Fekete




 /s/ Carlos Hernandez            Director                       February 7, 2003
---------------------------
Carlos Hernandez




 /s/ William T. Jackson          Director                       February 7, 2003
---------------------------
William T. Jackson




 /s/ David Leff                  Director                       February 7, 2003
---------------------------
David Leff




 /s/ Arthur R. McConnell         Director                       February 7, 2003
---------------------------
Arthur R. McConnell




 /s/ Edward O'Donnell            Director                       February 7, 2003
---------------------------
Edward O'Donnell




 /s/ Daniel T. Scott             Director                       February 7, 2003
---------------------------
Daniel T. Scott




 /s/ Thomas E. Sheenan           Director                       February 7, 2003
---------------------------
Thomas E. Sheenan










<PAGE>





     THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Jersey City, State of New
Jersey, on February 7, 2003.

                                                THE PROVIDENT BANK EMPLOYEE
                                                SAVINGS INCENTIVE PLAN

                                                PW TRUST COMPANY, as trustee


                                           By:  /s/ Eleanor D. Kress
                                                --------------------------------
                                                Eleanor D. Kress, President
                                                (Duly authorized representative)


<PAGE>


                                  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 (Commission
               File No.  333-98241),  originally  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        The Provident Bank Employee Savings Incentive Plan  (Incorporated
               by  reference to Exhibit  10.3 to the  Registration  Statement on
               Form S-1 (Commission File No. 333-98241), originally 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).

     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).

     99        Prospectus Supplement  (incorporated by reference to Exhibit 99.7
               to the  Registration  Statement on Form S-1 (Commission  File No.
               333-98241),  originally 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).
[{"type": "S-8", "sequence": "1", "filename": "form-s8_020703.txt", "secsgml_size_bytes": 27636}]
{"company-data": {"conformed-name": "PROVIDENT FINANCIAL SERVICES INC", "cik": "0001178970", "assigned-sic": "6035", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103041", "film-number": "03544874"}, "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 7, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE 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
                    (Address of Principal Executive Offices)

                                Paul M. Pantozzi
                                830 Bergen Avenue
                          Jersey City, New Jersey 07306
                     (Name and Address of Agent for Service)
                              ____________________

               The Provident Bank Employee Savings Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

        John F. Kuntz, Esquire                    John J. Gorman, 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)
                              ____________________

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

====================================================================================================================
Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Participation
        Interests
                                   (1)                   __                     __                     (2)
====================================================================================================================
--------------
(1) Represents an indeterminate number of interests in The Provident Bank
    Employee Savings Incentive Plan.
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
____________________

         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

     This Registration Statement relates to the registration of an indeterminate
number  of  participation  interests  in The  Provident  Bank  Employee  Savings
Incentive Plan (the "Plan").  Documents  containing the information  required by
Part I of the  Registration  Statement  have  been or will be sent or  given  to
participants  in the Plan, as specified by Securities Act 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.

Item 3.  Incorporation of Documents by Reference

     The  following  documents  previously  or  concurrently  filed by Provident
Financial  Services,  Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

     a) The Company's prospectus containing audited financial statements for the
fiscal year ended  December  31, 2001  (Commission  File No.  333-98241),  filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended;

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the prospectus 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.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to John F.
Kuntz,  Esq.,  General  Counsel and  Corporate  Secretary,  Provident  Financial
Services,  Inc.,  830 Bergen Avenue,  Jersey City,  New Jersey 07306,  telephone
number (201) 333-1000.

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

Item 4.  Description of Securities

     Not applicable.
Item 5. Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     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 and  "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 (60) 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
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.                Exhibit 5

 10      The Provident Bank Employee Savings Incentive Plan.           **
23.1    Consent of Luse Gorman Pomerenk & Schick, P.C.   Contained in Exhibit 5

 23.2    Consent of KPMG LLP.                                       Exhibit 23.2

 24      Power of Attorney.                          Contained on Signature Page

 99      Prospectus Supplement.                                       ***
________________

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission File No.  333-98241),  originally 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 Exhibit 10.3 to the Registration  Statement on
     Form S-1 (Commission File No.  333-98241),  originally 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 Exhibit 99.7 to the Registration  Statement on
     Form S-1 (Commission File No.  333-98241),  originally 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.

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  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 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; 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.
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, State of New
Jersey, on this 7th day of February, 2003.

                                              PROVIDENT FINANCIAL SERVICES, INC.

Date: February 7, 2003                   By:  /s/ Paul M. Pantozzi
                                              ----------------------------------
                                              Paul M. Pantozzi, Chief Executive
                                              Officer and President
                                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Provident Financial Services,
Inc. (the "Company")  hereby severally  constitute and appoint Paul M. Pantozzi,
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Paul M. Pantozzi 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  participation  interests in
The Provident Bank Employee Savings 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 Paul M.  Pantozzi  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/ Paul M. Pantozzi            Chairman, Chief Executive      February 7, 2003
---------------------------      Officer and President
Paul M. Pantozzi                 (Principal Executive
                                 Officer)

 /s/ Linda A. Niro               Senior Vice President and      February 7, 2003
---------------------------      Chief Financial Officer
Linda A. Niro                    (Principal Financial and
                                 Accounting Officer)

 /s/ J. Martin Comey             Director                       February 7, 2003
---------------------------
J. Martin Comey

 /s/ Geoffrey M. Connor          Director                       February 7, 2003
---------------------------
Geoffrey M. Connor
/s/ Frank L. Fekete             Director                       February 7, 2003
---------------------------
Frank L. Fekete

 /s/ Carlos Hernandez            Director                       February 7, 2003
---------------------------
Carlos Hernandez

 /s/ William T. Jackson          Director                       February 7, 2003
---------------------------
William T. Jackson

 /s/ David Leff                  Director                       February 7, 2003
---------------------------
David Leff

 /s/ Arthur R. McConnell         Director                       February 7, 2003
---------------------------
Arthur R. McConnell

 /s/ Edward O'Donnell            Director                       February 7, 2003
---------------------------
Edward O'Donnell

 /s/ Daniel T. Scott             Director                       February 7, 2003
---------------------------
Daniel T. Scott

 /s/ Thomas E. Sheenan           Director                       February 7, 2003
---------------------------
Thomas E. Sheenan
THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Jersey City, State of New
Jersey, on February 7, 2003.

                                                THE PROVIDENT BANK EMPLOYEE
                                                SAVINGS INCENTIVE PLAN

                                                PW TRUST COMPANY, as trustee

                                           By:  /s/ Eleanor D. Kress
                                                --------------------------------
                                                Eleanor D. Kress, President
                                                (Duly authorized representative)
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 (Commission
               File No.  333-98241),  originally  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        The Provident Bank Employee Savings Incentive Plan  (Incorporated
               by  reference to Exhibit  10.3 to the  Registration  Statement on
               Form S-1 (Commission File No. 333-98241), originally 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).

     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).

     99        Prospectus Supplement  (incorporated by reference to Exhibit 99.7
               to the  Registration  Statement on Form S-1 (Commission  File No.
               333-98241),  originally 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).