As filed with the Securities and Exchange Commission on February 3, 1999.
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                           Ridgewood Financial, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New Jersey                                              22-3616280    
------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                              55 North Broad Street
                           Ridgewood, New Jersey 07450
                                 (201) 445-4000
                     --------------------------------------
                    (Address of principal executive offices)

Ridgewood Savings Bank of New Jersey 401(k) Savings Plan in RSI Retirement Trust
                           --------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                                 Evan M. Seigel
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660

           ----------------------------------------------------------
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of                                  Proposed            Proposed         Amount of
Securities to       Amount to be      Maximum Offering    Maximum Offering    Registration
be Registered(1)    Registered(2)    Price Per Share(3)       Price (4)           Fee
----------------    -------------    ------------------   ----------------    ------------
<S>                  <C>                <C>                <C>                 <C>                 

Common Stock
$0.10 par value                     
per share              30,100             $10.1875           $306,644            $85.25

===========================================================================================
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Ridgewood  Savings Bank
         of New Jersey 401(k) Savings Plan in RSI Retirement Trust (the "Plan"),
         as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase  shares of Common  Stock of  Ridgewood  Financial,
         Inc. (the "Company") in the open market, together with an indeterminate
         number  of shares  which  may be  necessary  to  adjust  the  number of
         additional shares of Common Stock reserved for issuance pursuant to the
         Plan and being registered herein, as the result of a stock split, stock
         dividend, reclassification,  recapitalization, or similar adjustment(s)
         of the Common Stock of the Company.
(3)      Estimated  solely for the purpose  of calculating the  registration fee
         and calculated pursuant to  Rule 457(c) based on maximum purchase price
         of $10.1875 per share of the  Common Stock of the Company, as currently
         offered to the public.
(4)      Estimated based on (2) and (3) above.

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


<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 30,100
shares of Common Stock, $0.10 par value per share, of Ridgewood Financial,  Inc.
(the "Company")  reserved for issuance and delivery under the Ridgewood  Savings
Bank of New Jersey  401(k)  Savings Plan in RSI  Retirement  Trust (the "Plan").
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  December  8, 1998 and,
accordingly,  will be filing  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:

         (i) The Company's Registration  Statement on  Form SB-2 (No. 333-62363)
filed with the Commission on August 27, 1998 and amendments thereto;

         (ii) The Company's Prospectus dated November 12, 1998;

         (iii) The  Company's  Quarterly  Report on Form  10-QSB for the quarter
ended September 30, 1998 as filed with the Commission on December 28, 1998; and

         (iv) The Company's Registration Statement on Form 8-A as filed with the
Commission on December 8, 1998.

         All documents  subsequently  filed by the Company and the Plan pursuant
to Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended,  after the date  hereof and 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.


<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 (the "Act")
describes those  circumstances  under which directors,  officers,  employees and
agents of the registrant may be insured or indemnified  against  liability which
they may incur in their capacities as such.

         The certificate of incorporation of the registrant (the  "Certificate")
attached  as  Exhibit  3(i)  hereto,  requires   indemnification  of  directors,
officers,  employees or agents of the registrant to the full extent  permissible
under New Jersey law.

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

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by  Fidelity & Deposit Co. with a  $2,000,000  aggregate  limit of
liability  and an  aggregate  deductible  of  $25,000  per loss both for  claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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; and


<PAGE>


                  (i) 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.

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

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

         (b) The undersigned  registrant hereby undertakes 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 section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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  Securities  Exchange Act of
1934;  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
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 1933 Act and is, therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

<PAGE>

                                INDEX TO EXHIBITS


Exhibit                                Description                              


4.1  Description of plan provisions for the Ridgewood Savings Bank of New Jersey
     401(k) Savings Plan in RSI Trust

5.1  Favorable determination letter dated December 24, 1997, confirming that the
     Plan is qualified  under Section 401 of the Internal  Revenue Code of 1986,
     as amended

23.1 Consent of Independent Certified Public Accountants



<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 Ridgewood, New Jersey, on February 1, 1999.

                              RIDGEWOOD FINANCIAL, INC.

                              By:/s/Susan E. Naruk
                                 -----------------------------------------------
                                 Susan E. Naruk
                                 President, Director and Chief Executive Officer
                                 (Duly Authorized Representative)

         We the undersigned directors and officers of Ridgewood Financial,  Inc.
do hereby  severally  constitute  and appoint Susan E. Naruk 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  all  instruments  for us and in our
names in the  capacities  indicated  below  which  said  Susan E. Naruk may deem
necessary or advisable to enable  Ridgewood  Financial,  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  Ridgewood  Savings  Bank of New Jersey
401(k) Savings Plan in RSI Retirement Trust, as amended  including  specifically
but not  limited  to,  power and  authority  to sign for us or 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  Susan E.  Naruk  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 February 1, 1999.


By:/s/Susan E. Naruk                         By:/s/Bernard J. Hoogland  
   --------------------------------             --------------------------------
    Susan E. Naruk                               Bernard J. Hoogland
    President, Director and Chief                Director
    Executive Officer

By:/s/Nelson Fiordalisi                      By:                              
   --------------------------------             --------------------------------
    Nelson Fiordalisi                            John Kandravy
    Executive Vice President, Director           Director
    and Chief Operating Officer

By:/s/John Scognamiglio                      By:                              
   --------------------------------             --------------------------------
    John Scognamiglio                            Robert S. Monteith
    Senior Vice President, Chief                 Director 
    Financial and Accounting Officer             
    and Accounting Officer

By:                                          By: /s/John J. Repetto          
   --------------------------------             --------------------------------
    Michael W. Azzara                            John J. Repetto
    Director                                     Director

By:/s/Jerome Goodman                         By:                            
   --------------------------------             --------------------------------
    Jerome Goodman                               Paul W. Thornwall
    Director                                     Director


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator of the Ridgewood Savings Bank of New Jersey 401(k) Savings Plan in
RSI Retirement Trust has duly caused this registration statement to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Ridgewood, State of New Jersey, on this 1st day of February, 1999.


                                    Ridgewood Savings Bank of New Jersey 401(k)
                                    Savings Plan in RSI Retirement Trust



By /s/John Scognamiglio         
  ----------------------
                                    As Plan Administrator on behalf of
                                    Ridgewood Savings Bank of New Jersey
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18602}]
{"company-data": {"conformed-name": "RIDGEWOOD FINANCIAL INC", "cik": "0001068784", "assigned-sic": "6036", "irs-number": "223616280", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71725", "film-number": "99520488"}, "business-address": {"street1": "55 NORTH STREET", "city": "RIDGEWOOD", "state": "NJ", "zip": "07450", "phone": "2014457887"}, "mail-address": {"street1": "55 NORTH STREET", "city": "RIDGEWOOD", "state": "NJ", "zip": "07450"}}
As filed with the Securities and Exchange Commission on February 3, 1999.
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           Ridgewood Financial, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New Jersey                                              22-3616280    
------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              55 North Broad Street
                           Ridgewood, New Jersey 07450
                                 (201) 445-4000
                     --------------------------------------
                    (Address of principal executive offices)

Ridgewood Savings Bank of New Jersey 401(k) Savings Plan in RSI Retirement Trust
                           --------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                                 Evan M. Seigel
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660

           ----------------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of                                  Proposed            Proposed         Amount of
Securities to       Amount to be      Maximum Offering    Maximum Offering    Registration
be Registered(1)    Registered(2)    Price Per Share(3)       Price (4)           Fee
----------------    -------------    ------------------   ----------------    ------------
Common Stock
$0.10 par value                     
per share              30,100             $10.1875           $306,644            $85.25

===========================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Ridgewood  Savings Bank
         of New Jersey 401(k) Savings Plan in RSI Retirement Trust (the "Plan"),
         as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase  shares of Common  Stock of  Ridgewood  Financial,
         Inc. (the "Company") in the open market, together with an indeterminate
         number  of shares  which  may be  necessary  to  adjust  the  number of
         additional shares of Common Stock reserved for issuance pursuant to the
         Plan and being registered herein, as the result of a stock split, stock
         dividend, reclassification,  recapitalization, or similar adjustment(s)
         of the Common Stock of the Company.
(3)      Estimated  solely for the purpose  of calculating the  registration fee
         and calculated pursuant to  Rule 457(c) based on maximum purchase price
         of $10.1875 per share of the  Common Stock of the Company, as currently
         offered to the public.
(4)      Estimated based on (2) and (3) above.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.
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 30,100
shares of Common Stock, $0.10 par value per share, of Ridgewood Financial,  Inc.
(the "Company")  reserved for issuance and delivery under the Ridgewood  Savings
Bank of New Jersey  401(k)  Savings Plan in RSI  Retirement  Trust (the "Plan").
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  December  8, 1998 and,
accordingly,  will be filing  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:

         (i) The Company's Registration  Statement on  Form SB-2 (No. 333-62363)
filed with the Commission on August 27, 1998 and amendments thereto;

         (ii) The Company's Prospectus dated November 12, 1998;

         (iii) The  Company's  Quarterly  Report on Form  10-QSB for the quarter
ended September 30, 1998 as filed with the Commission on December 28, 1998; and

         (iv) The Company's Registration Statement on Form 8-A as filed with the
Commission on December 8, 1998.

         All documents  subsequently  filed by the Company and the Plan pursuant
to Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended,  after the date  hereof and prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4.  Description of Securities.
------
         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
         Section 14A:3-5 of the New Jersey Business  Corporation Act (the "Act")
describes those  circumstances  under which directors,  officers,  employees and
agents of the registrant may be insured or indemnified  against  liability which
they may incur in their capacities as such.

         The certificate of incorporation of the registrant (the  "Certificate")
attached  as  Exhibit  3(i)  hereto,  requires   indemnification  of  directors,
officers,  employees or agents of the registrant to the full extent  permissible
under New Jersey law.

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

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by  Fidelity & Deposit Co. with a  $2,000,000  aggregate  limit of
liability  and an  aggregate  deductible  of  $25,000  per loss both for  claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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; and
(i) 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.

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

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

         (b) The undersigned  registrant hereby undertakes 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 section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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  Securities  Exchange Act of
1934;  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
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 1933 Act and is, therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
INDEX TO EXHIBITS

Exhibit                                Description                              

4.1  Description of plan provisions for the Ridgewood Savings Bank of New Jersey
     401(k) Savings Plan in RSI Trust

5.1  Favorable determination letter dated December 24, 1997, confirming that the
     Plan is qualified  under Section 401 of the Internal  Revenue Code of 1986,
     as amended

23.1 Consent of Independent Certified Public Accountants
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 Ridgewood, New Jersey, on February 1, 1999.

                              RIDGEWOOD FINANCIAL, INC.

                              By:/s/Susan E. Naruk
                                 -----------------------------------------------
                                 Susan E. Naruk
                                 President, Director and Chief Executive Officer
                                 (Duly Authorized Representative)

         We the undersigned directors and officers of Ridgewood Financial,  Inc.
do hereby  severally  constitute  and appoint Susan E. Naruk 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  all  instruments  for us and in our
names in the  capacities  indicated  below  which  said  Susan E. Naruk may deem
necessary or advisable to enable  Ridgewood  Financial,  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  Ridgewood  Savings  Bank of New Jersey
401(k) Savings Plan in RSI Retirement Trust, as amended  including  specifically
but not  limited  to,  power and  authority  to sign for us or 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  Susan E.  Naruk  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 February 1, 1999.

By:/s/Susan E. Naruk                         By:/s/Bernard J. Hoogland  
   --------------------------------             --------------------------------
    Susan E. Naruk                               Bernard J. Hoogland
    President, Director and Chief                Director
    Executive Officer

By:/s/Nelson Fiordalisi                      By:                              
   --------------------------------             --------------------------------
    Nelson Fiordalisi                            John Kandravy
    Executive Vice President, Director           Director
    and Chief Operating Officer

By:/s/John Scognamiglio                      By:                              
   --------------------------------             --------------------------------
    John Scognamiglio                            Robert S. Monteith
    Senior Vice President, Chief                 Director 
    Financial and Accounting Officer             
    and Accounting Officer

By:                                          By: /s/John J. Repetto          
   --------------------------------             --------------------------------
    Michael W. Azzara                            John J. Repetto
    Director                                     Director

By:/s/Jerome Goodman                         By:                            
   --------------------------------             --------------------------------
    Jerome Goodman                               Paul W. Thornwall
    Director                                     Director
SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator of the Ridgewood Savings Bank of New Jersey 401(k) Savings Plan in
RSI Retirement Trust has duly caused this registration statement to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Ridgewood, State of New Jersey, on this 1st day of February, 1999.

                                    Ridgewood Savings Bank of New Jersey 401(k)
                                    Savings Plan in RSI Retirement Trust

By /s/John Scognamiglio         
  ----------------------
                                    As Plan Administrator on behalf of
                                    Ridgewood Savings Bank of New Jersey