Registration No. 333-______

      As filed with the Securities and Exchange Commission on March 2, 2005

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


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

          Delaware                                       80-0091851
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                               400 Rella Boulevard
                           Montebello, New York 10901
                    (Address of Principal Executive Offices)

                                George Strayton
                              400 Rella Boulevard
                           Montebello, New York 10901
                    (Name and Address of Agent for Service)

               Provident Bancorp, Inc. 2004 Stock Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

        George Strayton                             Ned Quint, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
      Provident Bancorp, Inc.               5335 Wisconsin Ave., N.W., Suite 400
      400 Rella Boulevard                        Washington, D.C.  20015
    Montebello, New York 10901                       (202) 274-2000
        (845) 369-8040
(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>

<TABLE>
<CAPTION>

                         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
--------------------------------------------------------------------------------------------------------------------
<C>                           <C>                    <C>                    <C>                      <C>
Common stock, par value
$0.01 per share               1,997,300 (2)          $12.88 (3)             $25,725,224              $3,028
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                798,920 (4)           $12.88 (3)             $10,290,089              $1,211
--------------------------------------------------------------------------------------------------------------------
         Totals                 2,796,220                                   $36,015,313              $4,239
====================================================================================================================
</TABLE>

-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Provident Bancorp, Inc. 2004 Stock Incentive Plan (the "Stock Incentive
     Plan") as a result of a stock split, stock dividend or similar adjustment
     of the outstanding common stock of Provident Bancorp, Inc. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock currently reserved for
     issuance pursuant to the exercise of stock options that may be granted
     under the Stock Incentive Plan.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1) and 17 C.F.R.
     Section 230.457(c).
(4)  Represents the number of shares of common stock available for award under
     the Stock Incentive Plan.


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

         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.

                                       2

<PAGE>


PART I.

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

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

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

PART II.

Item 3.  Incorporation of Documents by Reference

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

         a) The Annual Report on Form 10-K of the Company for the fiscal year
ended September 30, 2004 (Commission File No. 000-25233), filed with the
Commission on December 14, 2004 pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on January 13, 2004
(Commission File No. 000-25233).

         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 Maureen
Solero, Director of Human Resources, Provident Bancorp, Inc., 400 Rella
Boulevard, Montebello, New York 10901, telephone number (845) 369-8040.

         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.


                                       3
<PAGE>

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law ("DGCL"), among
other things, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of any such threatened, pending or completed action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides) he shall not have
been adjudged liable to the corporation. Any such indemnification (unless
ordered by a court) may be made by the corporation only as authorized in each
specific case by the corporation upon a determination that indemnification of
the present or former director, officer, employee or agent is proper because
such person has met the applicable standard of conduct, which indemnification
shall be made in the case of a director or officer at the time of the
determination by the shareholders, a majority vote of disinterested directors, a
committee of disinterested directors or by independent legal counsel in a
written opinion, if no such directors.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him against such liability under
Section 145.

         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.

                                       4
<PAGE>

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

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

                                       5
<PAGE>

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.

         In addition, the Company has entered into Employment Agreements with
Stephen G. Dormer, John F. Fitzpatrick, Paul A. Maisch, Daniel G. Rothstein,
Robert J. Sansky and George Strayton pursuant to which the Company has
undertaken contractually to provide indemnification in the manner described
above.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

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

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

        <S>      <C>                                                            <C>
         4        Form of Common Stock Certificate                                       *

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

         10       Provident Bancorp, Inc. 2004 Stock Incentive Plan                      **

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

         23.2     Consent of KPMG LLP                                           Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page

</TABLE>

*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form S-1 (Commission File No. 333-108795), originally filed by the Company
     under the Securities Act of 1933, as amended, with the Commission on
     September 15, 2003, and all amendments or reports filed for the purpose of
     updating such description.
**   Incorporated by reference to Appendix A to the proxy statement for the
     Company's 2005 Annual Meeting of stockholders (Commission File No.
     000-25233), filed by the Company under the Securities and Exchange Act of
     1934, as amended, on January 19, 2005.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

                                       6
<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 Plan;

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

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

                                       7
<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 Montebello, State of New
York, on this 2nd day of March, 2005.

                                               PROVIDENT BANCORP, INC.


                                           By: /s/ George Strayton
                                               ---------------------------------
                                               George Strayton, President and
                                               Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Provident Bancorp, Inc.
(the "Company") hereby severally constitute and appoint George Strayton, as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said George Strayton may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of shares of common stock to be
granted and shares of common stock to be issued upon the exercise of stock
options to be granted under the Provident Bancorp, Inc. 2004 Stock 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 George Strayton shall do or
cause to be done by virtue thereof.

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

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



<S>                                <C>                                                 <C>
/s/ George Strayton                 President, Chief Executive Officer                  March 2, 2005
---------------------------         and Director (Principal Executive
George Strayton                     Officer)



/s/ Paul A. Maisch                  Senior Vice President and                           March 2, 2005
---------------------------         Chief Financial Officer (Principal
Paul A. Maisch                      Financial and Accounting Officer)



/s/ William F. Helmer               Chairman of the Board                               March 2, 2005
---------------------------
William F. Helmer



/s/ Dennis L. Coyle                 Vice Chairman                                       March 2, 2005
---------------------------
Dennis L. Coyle


<PAGE>

/s/ Judith Hershaft                 Director                                            March 2, 2005
---------------------------
Judith Hershaft




/s/ Thomas F. Jauntig, Jr.          Director                                            March 2, 2005
---------------------------
Thomas F. Jauntig, Jr.



                                    Director
---------------------------
Thomas G. Kahn



                                    Director
---------------------------
R. Michael Kennedy




/s/ Victoria Kossover               Director                                            March 2, 2005
---------------------------
Victoria Kossover




/s/ Donald T. McNelis               Director                                            March 2, 2005
---------------------------
Donald T. McNelis




/s/ Richard A. Nozell               Director                                            March 2, 2005
---------------------------
Richard A. Nozell




/s/ Carl J. Rosenstock              Director                                            March 2, 2005
---------------------------
Carl J. Rosenstock




/s/ William R. Sichol, Jr.          Director                                            March 2, 2005
---------------------------
William R. Sichol, Jr.




/s/ Burt Steinberg                  Director                                            March 2, 2005
---------------------------
Burt Steinberg



/s/ F. Gary Zeh                     Director                                            March 2, 2005
---------------------------
F. Gary Zeh

</TABLE>

<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.  333-108795),  originally
                        filed by the Company  under the  Securities  Act of 1933
                        with the  Commission  on  September  15,  2003,  and all
                        amendments  or reports filed for the purpose of updating
                        such description).

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

            10          Provident  Bancorp,   Inc.  2004  Stock  Incentive  Plan
                        (incorporated  by  reference  to Appendix A to the proxy
                        statement  for the  Company's  2005  Annual  Meeting  of
                        stockholders  (Commission File No. 000-25233),  filed by
                        the Company  under the  Securities  and  Exchange Act of
                        1934, as amended, on January 19, 2005).

            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).
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{"company-data": {"conformed-name": "PROVIDENT BANCORP INC/NY/", "cik": "0001070154", "assigned-sic": "6036", "irs-number": "800091851", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123079", "film-number": "05653029"}, "business-address": {"street1": "400 RELLA BLVD", "city": "MONTEBELLO", "state": "NY", "zip": "10901", "phone": "8453698040"}}
Registration No. 333-______

      As filed with the Securities and Exchange Commission on March 2, 2005

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

          Delaware                                       80-0091851
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                               400 Rella Boulevard
                           Montebello, New York 10901
                    (Address of Principal Executive Offices)

                                George Strayton
                              400 Rella Boulevard
                           Montebello, New York 10901
                    (Name and Address of Agent for Service)

               Provident Bancorp, Inc. 2004 Stock Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

        George Strayton                             Ned Quint, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
      Provident Bancorp, Inc.               5335 Wisconsin Ave., N.W., Suite 400
      400 Rella Boulevard                        Washington, D.C.  20015
    Montebello, New York 10901                       (202) 274-2000
        (845) 369-8040
(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
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share               1,997,300 (2)          $12.88 (3)             $25,725,224              $3,028
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                798,920 (4)           $12.88 (3)             $10,290,089              $1,211
--------------------------------------------------------------------------------------------------------------------
         Totals                 2,796,220                                   $36,015,313              $4,239
====================================================================================================================
-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Provident Bancorp, Inc. 2004 Stock Incentive Plan (the "Stock Incentive
     Plan") as a result of a stock split, stock dividend or similar adjustment
     of the outstanding common stock of Provident Bancorp, Inc. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock currently reserved for
     issuance pursuant to the exercise of stock options that may be granted
     under the Stock Incentive Plan.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1) and 17 C.F.R.
     Section 230.457(c).
(4)  Represents the number of shares of common stock available for award under
     the Stock Incentive Plan.

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

         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.

                                       2
PART I.

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

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

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

PART II.

Item 3.  Incorporation of Documents by Reference

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

         a) The Annual Report on Form 10-K of the Company for the fiscal year
ended September 30, 2004 (Commission File No. 000-25233), filed with the
Commission on December 14, 2004 pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on January 13, 2004
(Commission File No. 000-25233).

         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 Maureen
Solero, Director of Human Resources, Provident Bancorp, Inc., 400 Rella
Boulevard, Montebello, New York 10901, telephone number (845) 369-8040.

         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.

                                       3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law ("DGCL"), among
other things, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of any such threatened, pending or completed action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides) he shall not have
been adjudged liable to the corporation. Any such indemnification (unless
ordered by a court) may be made by the corporation only as authorized in each
specific case by the corporation upon a determination that indemnification of
the present or former director, officer, employee or agent is proper because
such person has met the applicable standard of conduct, which indemnification
shall be made in the case of a director or officer at the time of the
determination by the shareholders, a majority vote of disinterested directors, a
committee of disinterested directors or by independent legal counsel in a
written opinion, if no such directors.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him against such liability under
Section 145.

         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.

                                       4
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

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

                                       5
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.

         In addition, the Company has entered into Employment Agreements with
Stephen G. Dormer, John F. Fitzpatrick, Paul A. Maisch, Daniel G. Rothstein,
Robert J. Sansky and George Strayton pursuant to which the Company has
undertaken contractually to provide indemnification in the manner described
above.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                               Reference to Prior Filing or
Exhibit Number                      Document                                 Exhibit No. Attached Hereto
--------------                      --------                                 ---------------------------
4        Form of Common Stock Certificate                                       *

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

         10       Provident Bancorp, Inc. 2004 Stock Incentive Plan                      **

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

         23.2     Consent of KPMG LLP                                           Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form S-1 (Commission File No. 333-108795), originally filed by the Company
     under the Securities Act of 1933, as amended, with the Commission on
     September 15, 2003, and all amendments or reports filed for the purpose of
     updating such description.
**   Incorporated by reference to Appendix A to the proxy statement for the
     Company's 2005 Annual Meeting of stockholders (Commission File No.
     000-25233), filed by the Company under the Securities and Exchange Act of
     1934, as amended, on January 19, 2005.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

                                       6
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

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

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

                                       7
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 Montebello, State of New
York, on this 2nd day of March, 2005.

                                               PROVIDENT BANCORP, INC.

                                           By: /s/ George Strayton
                                               ---------------------------------
                                               George Strayton, President and
                                               Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Provident Bancorp, Inc.
(the "Company") hereby severally constitute and appoint George Strayton, as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said George Strayton may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of shares of common stock to be
granted and shares of common stock to be issued upon the exercise of stock
options to be granted under the Provident Bancorp, Inc. 2004 Stock 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 George Strayton 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/ George Strayton                 President, Chief Executive Officer                  March 2, 2005
---------------------------         and Director (Principal Executive
George Strayton                     Officer)

/s/ Paul A. Maisch                  Senior Vice President and                           March 2, 2005
---------------------------         Chief Financial Officer (Principal
Paul A. Maisch                      Financial and Accounting Officer)

/s/ William F. Helmer               Chairman of the Board                               March 2, 2005
---------------------------
William F. Helmer

/s/ Dennis L. Coyle                 Vice Chairman                                       March 2, 2005
---------------------------
Dennis L. Coyle
/s/ Judith Hershaft                 Director                                            March 2, 2005
---------------------------
Judith Hershaft

/s/ Thomas F. Jauntig, Jr.          Director                                            March 2, 2005
---------------------------
Thomas F. Jauntig, Jr.

                                    Director
---------------------------
Thomas G. Kahn

                                    Director
---------------------------
R. Michael Kennedy

/s/ Victoria Kossover               Director                                            March 2, 2005
---------------------------
Victoria Kossover

/s/ Donald T. McNelis               Director                                            March 2, 2005
---------------------------
Donald T. McNelis

/s/ Richard A. Nozell               Director                                            March 2, 2005
---------------------------
Richard A. Nozell

/s/ Carl J. Rosenstock              Director                                            March 2, 2005
---------------------------
Carl J. Rosenstock

/s/ William R. Sichol, Jr.          Director                                            March 2, 2005
---------------------------
William R. Sichol, Jr.

/s/ Burt Steinberg                  Director                                            March 2, 2005
---------------------------
Burt Steinberg

/s/ F. Gary Zeh                     Director                                            March 2, 2005
---------------------------
F. Gary Zeh
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.  333-108795),  originally
                        filed by the Company  under the  Securities  Act of 1933
                        with the  Commission  on  September  15,  2003,  and all
                        amendments  or reports filed for the purpose of updating
                        such description).

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

            10          Provident  Bancorp,   Inc.  2004  Stock  Incentive  Plan
                        (incorporated  by  reference  to Appendix A to the proxy
                        statement  for the  Company's  2005  Annual  Meeting  of
                        stockholders  (Commission File No. 000-25233),  filed by
                        the Company  under the  Securities  and  Exchange Act of
                        1934, as amended, on January 19, 2005).

            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).