As filed with the Securities and Exchange Commission on May 21, 2004
                                                     Registration No. 333-______

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

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

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

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

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

              Synergy Financial Group, Inc. 2003 Stock Option Plan
            Synergy Financial Group, Inc. 2003 Restricted Stock Plan
            --------------------------------------------------------
                            (Full Title of the Plans)

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

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

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
============================================================================================================================

          Title of                                     Proposed Maximum         Proposed Maximum
        Securities to             Amount to be             Offering            Aggregate Offering    Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)           Price (2)                Fee (2)
        -------------            --------------       ------------------           ---------                -------

<S>                           <C>                        <C>                    <C>                      <C>
Common Stock
$0.10 par value per share        617,088 shares             $5.59                  $3,449,522               $437.05


Common Stock
$0.10 par value per share        211,043 shares             $9.46                  $1,996,467               $252.95

===========================================================================================================================
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Synergy  Financial Group, Inc. 2003 Stock Option Plan
         consists of 617,088 shares, and under the Synergy Financial Group, Inc.
         2003  Restricted  Stock Plan (the "RSP") consists of 211,043 shares are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 828,131 shares are being  registered
         hereby,  of which 617,088 shares are under option at a weighted average
         exercise price of $5.59 per share  ($3,449,522 in the  aggregate).  The
         remainder of such shares 211,043  shares,  consisting of 211,043 shares
         awarded under the RSP, are being  registered  based upon the average of
         the high and low  prices  of the  Common  Stock  of the  Registrant  as
         reported on the Nasdaq  National  Market on May 14, 2004,  of $9.46 per
         share   ($1,996,467  in  the  aggregate),   for  a  total  offering  of
         $5,445,989.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

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

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
-------

         *This  Registration  Statement  relates to the  registration of 828,131
shares of Synergy Financial Group,  Inc. (the "Company" or "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance with the Synergy  Financial Group, Inc. 2003 Stock Option
Plan under which 617,088 shares are issuable,  and the Synergy  Financial Group,
Inc.  2003  Restricted  Stock  Plan under  which  211,043  shares  are  issuable
(together, the "Plans"). Documents containing the information required by Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------

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

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

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

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

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2

<PAGE>

Item 4.  Description of Securities.
-------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.
-------

         Not Applicable

Item 8.  Exhibits.
-------

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

                                        3

<PAGE>

Item 9.  Undertakings.
-------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include any prospectus required by Section 10(a)(3)  of
                  the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

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

                                        4

<PAGE>

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer,  or controlling  person of the Registrant in the successful  defense of
any action,  suit, or  proceeding)  is asserted by such  director,  officer,  or
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the  question  whether  such  indemnification  by it is  against  public  policy
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

                                        5

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Cranford in the State of New Jersey, on the 26th day
of April 2004.

                                 Synergy Financial Group, Inc.


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

                                POWER OF ATTORNEY

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

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

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

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

Date: April 26, 2004                                          Date: April 26, 2004


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


Date: April 26, 2004                                          Date: April 26, 2004

<PAGE>


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

Date: April 26, 2004                                          Date: April 26, 2004


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

Date: April 26, 2004                                          Date: April 26, 2004


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

Date: April 26, 2004                                          Date: April 26, 2004

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS


Exhibit                          Description
-------                          -----------


     4.1       Synergy Financial Group, Inc. 2003 Stock Option Plan


     4.2       Synergy Financial Group, Inc. 2003 Restricted Stock Plan


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


     4.4       Form of Restricted Stock Award Agreement


     4.5       Form of Stock Award Tax Notice


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


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


    23.2       Consent of Grant Thornton LLP


     24        Reference is made to the Signatures section of this
               Registration Statement for the Power of Attorney contained
               therein
[{"type": "S-8", "sequence": "1", "filename": "s8soprsp_052104-0207.txt", "description": "STOCK OPTION PLAN AND RESTRICTED STOCK PLAN", "secsgml_size_bytes": 21207}]
{"company-data": {"conformed-name": "SYNERGY FINANCIAL GROUP INC /NJ/", "cik": "0001263766", "assigned-sic": "6035", "irs-number": "522413926", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115711", "film-number": "04823019"}, "business-address": {"street1": "310 NORTH AVE EAST", "city": "CRANFORD", "state": "NJ", "zip": "07016", "phone": "8006933838"}}
As filed with the Securities and Exchange Commission on May 21, 2004
                                                     Registration No. 333-______

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

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

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

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

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

              Synergy Financial Group, Inc. 2003 Stock Option Plan
            Synergy Financial Group, Inc. 2003 Restricted Stock Plan
            --------------------------------------------------------
                            (Full Title of the Plans)

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

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

          Title of                                     Proposed Maximum         Proposed Maximum
        Securities to             Amount to be             Offering            Aggregate Offering    Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)           Price (2)                Fee (2)
        -------------            --------------       ------------------           ---------                -------
Common Stock
$0.10 par value per share        617,088 shares             $5.59                  $3,449,522               $437.05

Common Stock
$0.10 par value per share        211,043 shares             $9.46                  $1,996,467               $252.95

===========================================================================================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Synergy  Financial Group, Inc. 2003 Stock Option Plan
         consists of 617,088 shares, and under the Synergy Financial Group, Inc.
         2003  Restricted  Stock Plan (the "RSP") consists of 211,043 shares are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 828,131 shares are being  registered
         hereby,  of which 617,088 shares are under option at a weighted average
         exercise price of $5.59 per share  ($3,449,522 in the  aggregate).  The
         remainder of such shares 211,043  shares,  consisting of 211,043 shares
         awarded under the RSP, are being  registered  based upon the average of
         the high and low  prices  of the  Common  Stock  of the  Registrant  as
         reported on the Nasdaq  National  Market on May 14, 2004,  of $9.46 per
         share   ($1,996,467  in  the  aggregate),   for  a  total  offering  of
         $5,445,989.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
-------

         *This  Registration  Statement  relates to the  registration of 828,131
shares of Synergy Financial Group,  Inc. (the "Company" or "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance with the Synergy  Financial Group, Inc. 2003 Stock Option
Plan under which 617,088 shares are issuable,  and the Synergy  Financial Group,
Inc.  2003  Restricted  Stock  Plan under  which  211,043  shares  are  issuable
(together, the "Plans"). Documents containing the information required by Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------

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

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

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

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

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2
Item 4.  Description of Securities.
-------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.
-------

         Not Applicable

Item 8.  Exhibits.
-------

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

                                        3
Item 9.  Undertakings.
-------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include any prospectus required by Section 10(a)(3)  of
                  the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

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

                                        4
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer,  or controlling  person of the Registrant in the successful  defense of
any action,  suit, or  proceeding)  is asserted by such  director,  officer,  or
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the  question  whether  such  indemnification  by it is  against  public  policy
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Cranford in the State of New Jersey, on the 26th day
of April 2004.

                                 Synergy Financial Group, Inc.

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

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
/s/Kenneth S. Kasper                                          /s/John S. Fiore
-------------------------------------------------             --------------------------------------
Kenneth S. Kasper                                             John S. Fiore
Chairman and Director                                         President, Chief Executive Officer and
                                                              Director
                                                              (Principal Executive Officer)

Date: April 26, 2004                                          Date: April 26, 2004

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

Date: April 26, 2004                                          Date: April 26, 2004
/s/Nancy A. Davis                                             /s/George Putvinski
-------------------------------------------------             --------------------------------------
Nancy A. Davis                                                George Putvinski
Director                                                      Director

Date: April 26, 2004                                          Date: April 26, 2004

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

Date: April 26, 2004                                          Date: April 26, 2004

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

Date: April 26, 2004                                          Date: April 26, 2004
INDEX TO EXHIBITS

Exhibit                          Description
-------                          -----------

     4.1       Synergy Financial Group, Inc. 2003 Stock Option Plan

     4.2       Synergy Financial Group, Inc. 2003 Restricted Stock Plan

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

     4.4       Form of Restricted Stock Award Agreement

     4.5       Form of Stock Award Tax Notice

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

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

    23.2       Consent of Grant Thornton LLP

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