<PAGE> 1


As filed with the Securities and Exchange Commission on March 5, 2004
Registration No. _____________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          CLIFTON SAVINGS BANCORP, INC.
             (exact name of registrant as specified in its charter)


        UNITED STATES                                      20-0055422
     -------------------                                 --------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)




                             1433 VAN HOUTEN AVENUE
                            CLIFTON, NEW JERSEY 07015
                                 (973) 473-2200
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                CLIFTON SAVINGS BANK, S.L.A. 401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                          -----------------------------

                                           COPIES TO:
JOHN A. CELENTANO, JR.                     LORI M. BERESFORD, ESQ.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE  THOMAS P. HUTTON, ESQ.
OFFICER                                    MULDOON MURPHY FAUCETTE & AGUGGIA LLP
CLIFTON SAVINGS BANCORP, INC.              5101 WISCONSIN AVENUE, N.W.
1433 VAN HOUTEN AVENUE                     WASHINGTON, D.C.  20016
CLIFTON, NEW JERSEY 07015                  (202) 362-0840
(973) 473-2200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)


<TABLE>
<CAPTION>
=====================================================================================================================
Title of each Class of             Amount           Proposed Maximum          Proposed Maximum         Amount of
  Securities to be           to be Registered     Offering Price Per         Aggregate Offering     Registration
     Registered                    (1)                  Share                    Price(2)                 Fee
---------------------------------------------------------------------------------------------------------------------
   <S>                        <C>                      <C>                       <C>                     <C>

   Common Stock
   $.01 par Value             ________Shares           $_____(3)                 $_________              $____
---------------------------------------------------------------------------------------------------------------------
    Participation
      Interests                    (4)                                                                   (5)
=====================================================================================================================
</TABLE>
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Clifton Savings Bank, S.L.A. 401(k) Savings Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment of the
     outstanding common stock of Clifton Savings Bancorp, Inc. (the "Common
     Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The average of  the  high and low  price of the Common Stock as reported on
     March 4, 2004 in accordance with 17 C.F.R. ss.230.457(c).
(4)  In  addition,  pursuant to  17  C.F.R. ss.230.416(c),  this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan, based upon the maximum amount that could be
     issued under the Plan pursuant to 17 C.F.R. ss.230.457(h).
(5)  In accordance with 17 C.F.R. ss.230.457(h), where securities are to be
     offered pursuant to an employee benefit plan, the aggregate offering price
     and the amount of the registration fee shall be computed with respect to
     the maximum number of shares of Common Stock that may be purchased with the
     current assets of such Plan. Accordingly, no separate fee is required for
     the participation interests.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

<PAGE> 2



CLIFTON SAVINGS BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for the Clifton Savings
Bank,  S.L.A.  401(k)  Savings  Plan (the  "Plan")  specified  by Part I of this
Registration  Statement will be sent or given to the participants in the Plan as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule  424  in  reliance  on  Rule  428.  Such  documents  and  the   information
incorporated  by  reference  pursuant to Item 3 of Part II of this  Registration
Statement,  taken  together,   constitute  a  prospectus  for  the  Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following  documents filed or to be filed by Clifton Savings  Bancorp,
Inc. (the  "Registrant" or the  "Corporation")  with the SEC are incorporated by
reference in this Registration Statement:

      (a)  The  Prospectus  filed  with  the  SEC by the  Registrant  (File  No.
333-106116) pursuant to Rule 424(b)(3) on January 28, 2004, which includes:  (1)
the financial  statements of Clifton Savings Bank,  S.L.A. as of March 31, 2003,
and the related statements of income,  retained earnings and cash flows for each
of the years in the  3-year  period  ended  March 31,  2003,  together  with the
related  notes and the  report of Radics & Co.,  L.L.C.,  independent  certified
public accountants.

      (b)  The  description  of  the  Registrant's  common  stock  contained  in
Registrant's  Form 8-A (File No.  000-50358),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on January 13, 2004, as  incorporated  by
reference to the Company's Form S-1 (File No. 333-106116) and declared effective
on January 21, 2004.

      (c) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 2003, filed with the SEC on March 5, 2004.

      (d) All documents filed by the Registrant and the Plan, where  applicable,
pursuant to Sections  13(a) or 15(d) of the  Exchange  Act after the date hereof
and  prior to the filing of a  post-effective  amendment  which  deregisters all
securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, 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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The Common  Stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

                                        1

<PAGE>  3



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

      The Registrant  shall  indemnify its directors and employees in accordance
with the following provision from the Registrant's Bylaws:

                                   ARTICLE XI
                                 Indemnification
                                 ---------------

      The Subsidiary Holding Company shall indemnify all officers, directors and
employees of the  Subsidiary  Holding  Company,  and their heirs,  executors and
administrators,  to the fullest extent  permitted  under federal law against all
expenses  and  liabilities  reasonably  incurred by them in  connection  with or
arising out of any action,  suit or  proceeding in which they may be involved by
reason of their  having  been a director  or officer of the  Subsidiary  Holding
Company, whether or not they continue to be a director or officer at the time of
incurring  such  expenses or  liabilities,  such  expenses  and  liabilities  to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      None.

ITEM 8.  EXHIBITS

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      List of Exhibits (filed herewith unless otherwise noted):

      10    Clifton Savings Bank, S.L.A. 401(k) Savings Plan
      23    Consent of Radics & Co., L.L.C.
      24    Power of Attorney (contained on the signature pages).

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 unless the
            information  or prospectus  required by (i) and (ii) is contained in
            periodic  reports filed by the Registrant  pursuant to Section 13(a)
            or 15(d) of the Exchange Act that are incorporated by reference into
            this registration statement:

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


                                        2

<PAGE> 4



            (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; and

            (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.

      (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; and

      (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.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each  filing of the  Registrant's  annual  report  pursuant to
            Section 13(a) or 15(d) of the Exchange 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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  SEC,   such
indemnification  is  against  public  policy  as  expressed  in such 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 trustee,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in such Act and  will be  governed  by the  final
adjudication of such issue.

      The  registrant  has  submitted  or will  submit  the Plan and  amendments
thereto  to the IRS in a timely  manner  and has made or will  make all  changes
required by the IRS in order to qualify the Plan.


                                        3

<PAGE> 5




                                  SIGNATURES

      THE REGISTRANT.

      Pursuant  to the  requirements  of the  Securities  Act of  1933,  Clifton
Savings Bancorp,  Inc.  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 Clifton, New Jersey on March 5, 2004.

                           CLIFTON SAVINGS BANCORP, INC.


                           By: /s/John A. Celentano, Jr.
                               -------------------------------------------------
                               John A. Celentano, Jr.
                               Chairman of the Board and Chief Executive Officer
                               (principal executive officer)

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr. Celentano)  constitutes and appoints John A. Celentano and
Mr. Celentano hereby  constitutes and appoints Ms. Piano, as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the United States Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform  each and every act and things  requisite  and  necessary  to be done as
fully,  and to all  intents  and  purposes,  as he might or could do in  person,
hereby ratifying and confirming all that said  attorney-in-fact and agent or his
substitute, may lawfully 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  by  the  following  persons  in  the
capacities and on the dates indicated.


     Name                            Title                               Date
     ----                            -----                               ----

/s/John A.Celentano, Jr.      Chairman of the Board and            March 5, 2004
----------------------------  Chief Executive Officer
John A. Celentano, Jr.        (principal executive officer)



/s/Christine R. Piano         Chief Financial Officer and          March 5, 2004
----------------------------  Treasurer
Christine R. Piano            (principal accounting and
                              financial officer)




                                        4

<PAGE> 6



/s/Frank J. Hahofer           Director                             March 5, 2004
----------------------------
Frank J. Hahofer



/s/Thomas A. Miller           Director                             March 5, 2004
----------------------------
Thomas A. Miller



/s/John H. Peto               Director                             March 5, 2004
----------------------------
John H. Peto



/s/Raymond L. Sisco           Director                             March 5, 2004
----------------------------
Raymond L. Sisco



/s/Joseph C. Smith            Director                             March 5, 2004
----------------------------
Joseph C. Smith



/s/John Stokes                Director                             March 5, 2004
----------------------------
John Stokes




                                        5

<PAGE> 7



THE PLAN.

       Pursuant to the  requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Clifton Savings Bank, S.L.A. 401(k) Savings
Plan and Trust) have duly caused this Registration Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized in Clifton,  New Jersey on
March 5, 2004.


                              CLIFTON SAVINGS BANK, S.L.A.
                              401(K) SAVINGS PLAN

                              By: /s/Walter Celuch
                                  ----------------------------------------------
                                  Plan Administrator


                                        6

<PAGE> 8



                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>



                                                                                 Sequentially
                                                                                   Numbered
                                                                                     Page
 Exhibit No.     Description            Method of Filing                           Location
------------     ------------------     -------------------------------------    ------------
     <S>         <C>                    <C>                                           <C>


     10          Clifton Savings        Filed herewith.                               8
                 Bank, S.L.A.
                 401(k) Savings Plan
     23          Consent of Radics      Filed herewith.
                 & Co., L.L.C.

     24          Power of Attorney      Located on the signature page.                4

</TABLE>



                                        7
[{"type": "S-8", "sequence": "1", "filename": "cliftons83-1.txt", "secsgml_size_bytes": 19029}]
{"company-data": {"conformed-name": "CLIFTON SAVINGS BANCORP INC", "cik": "0001240581", "assigned-sic": "6035", "irs-number": "200055422", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113302", "film-number": "04650997"}, "mail-address": {"street1": "C/O CLIFTON SAVINGS BANCORP INC", "street2": "1433 VAN HOUTEN AVE", "city": "CLIFTON", "state": "NJ", "zip": "07015"}}
1

As filed with the Securities and Exchange Commission on March 5, 2004
Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          CLIFTON SAVINGS BANCORP, INC.
             (exact name of registrant as specified in its charter)

        UNITED STATES                                      20-0055422
     -------------------                                 --------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                             1433 VAN HOUTEN AVENUE
                            CLIFTON, NEW JERSEY 07015
                                 (973) 473-2200
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                CLIFTON SAVINGS BANK, S.L.A. 401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                          -----------------------------

                                           COPIES TO:
JOHN A. CELENTANO, JR.                     LORI M. BERESFORD, ESQ.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE  THOMAS P. HUTTON, ESQ.
OFFICER                                    MULDOON MURPHY FAUCETTE & AGUGGIA LLP
CLIFTON SAVINGS BANCORP, INC.              5101 WISCONSIN AVENUE, N.W.
1433 VAN HOUTEN AVENUE                     WASHINGTON, D.C.  20016
CLIFTON, NEW JERSEY 07015                  (202) 362-0840
(973) 473-2200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
=====================================================================================================================
Title of each Class of             Amount           Proposed Maximum          Proposed Maximum         Amount of
  Securities to be           to be Registered     Offering Price Per         Aggregate Offering     Registration
     Registered                    (1)                  Share                    Price(2)                 Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value             ________Shares           $_____(3)                 $_________              $____
---------------------------------------------------------------------------------------------------------------------
    Participation
      Interests                    (4)                                                                   (5)
=====================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Clifton Savings Bank, S.L.A. 401(k) Savings Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment of the
     outstanding common stock of Clifton Savings Bancorp, Inc. (the "Common
     Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The average of  the  high and low  price of the Common Stock as reported on
     March 4, 2004 in accordance with 17 C.F.R. ss.230.457(c).
(4)  In  addition,  pursuant to  17  C.F.R. ss.230.416(c),  this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan, based upon the maximum amount that could be
     issued under the Plan pursuant to 17 C.F.R. ss.230.457(h).
(5)  In accordance with 17 C.F.R. ss.230.457(h), where securities are to be
     offered pursuant to an employee benefit plan, the aggregate offering price
     and the amount of the registration fee shall be computed with respect to
     the maximum number of shares of Common Stock that may be purchased with the
     current assets of such Plan. Accordingly, no separate fee is required for
     the participation interests.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2

CLIFTON SAVINGS BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for the Clifton Savings
Bank,  S.L.A.  401(k)  Savings  Plan (the  "Plan")  specified  by Part I of this
Registration  Statement will be sent or given to the participants in the Plan as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule  424  in  reliance  on  Rule  428.  Such  documents  and  the   information
incorporated  by  reference  pursuant to Item 3 of Part II of this  Registration
Statement,  taken  together,   constitute  a  prospectus  for  the  Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following  documents filed or to be filed by Clifton Savings  Bancorp,
Inc. (the  "Registrant" or the  "Corporation")  with the SEC are incorporated by
reference in this Registration Statement:

      (a)  The  Prospectus  filed  with  the  SEC by the  Registrant  (File  No.
333-106116) pursuant to Rule 424(b)(3) on January 28, 2004, which includes:  (1)
the financial  statements of Clifton Savings Bank,  S.L.A. as of March 31, 2003,
and the related statements of income,  retained earnings and cash flows for each
of the years in the  3-year  period  ended  March 31,  2003,  together  with the
related  notes and the  report of Radics & Co.,  L.L.C.,  independent  certified
public accountants.

      (b)  The  description  of  the  Registrant's  common  stock  contained  in
Registrant's  Form 8-A (File No.  000-50358),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on January 13, 2004, as  incorporated  by
reference to the Company's Form S-1 (File No. 333-106116) and declared effective
on January 21, 2004.

      (c) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 2003, filed with the SEC on March 5, 2004.

      (d) All documents filed by the Registrant and the Plan, where  applicable,
pursuant to Sections  13(a) or 15(d) of the  Exchange  Act after the date hereof
and  prior to the filing of a  post-effective  amendment  which  deregisters all
securities then remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, 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.

ITEM 4.  DESCRIPTION OF SECURITIES

      The Common  Stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

                                        1
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

      The Registrant  shall  indemnify its directors and employees in accordance
with the following provision from the Registrant's Bylaws:

                                   ARTICLE XI
                                 Indemnification
                                 ---------------

      The Subsidiary Holding Company shall indemnify all officers, directors and
employees of the  Subsidiary  Holding  Company,  and their heirs,  executors and
administrators,  to the fullest extent  permitted  under federal law against all
expenses  and  liabilities  reasonably  incurred by them in  connection  with or
arising out of any action,  suit or  proceeding in which they may be involved by
reason of their  having  been a director  or officer of the  Subsidiary  Holding
Company, whether or not they continue to be a director or officer at the time of
incurring  such  expenses or  liabilities,  such  expenses  and  liabilities  to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      None.

ITEM 8.  EXHIBITS

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

      List of Exhibits (filed herewith unless otherwise noted):

      10    Clifton Savings Bank, S.L.A. 401(k) Savings Plan
      23    Consent of Radics & Co., L.L.C.
      24    Power of Attorney (contained on the signature pages).

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 unless the
            information  or prospectus  required by (i) and (ii) is contained in
            periodic  reports filed by the Registrant  pursuant to Section 13(a)
            or 15(d) of the Exchange Act that are incorporated by reference into
            this registration statement:

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

                                        2
4

            (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; and

            (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.

      (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; and

      (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.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each  filing of the  Registrant's  annual  report  pursuant to
            Section 13(a) or 15(d) of the Exchange 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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  SEC,   such
indemnification  is  against  public  policy  as  expressed  in such 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 trustee,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in such Act and  will be  governed  by the  final
adjudication of such issue.

      The  registrant  has  submitted  or will  submit  the Plan and  amendments
thereto  to the IRS in a timely  manner  and has made or will  make all  changes
required by the IRS in order to qualify the Plan.

                                        3
5

                                  SIGNATURES

      THE REGISTRANT.

      Pursuant  to the  requirements  of the  Securities  Act of  1933,  Clifton
Savings Bancorp,  Inc.  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 Clifton, New Jersey on March 5, 2004.

                           CLIFTON SAVINGS BANCORP, INC.

                           By: /s/John A. Celentano, Jr.
                               -------------------------------------------------
                               John A. Celentano, Jr.
                               Chairman of the Board and Chief Executive Officer
                               (principal executive officer)

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr. Celentano)  constitutes and appoints John A. Celentano and
Mr. Celentano hereby  constitutes and appoints Ms. Piano, as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the United States Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform  each and every act and things  requisite  and  necessary  to be done as
fully,  and to all  intents  and  purposes,  as he might or could do in  person,
hereby ratifying and confirming all that said  attorney-in-fact and agent or his
substitute, may lawfully 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  by  the  following  persons  in  the
capacities and on the dates indicated.

     Name                            Title                               Date
     ----                            -----                               ----

/s/John A.Celentano, Jr.      Chairman of the Board and            March 5, 2004
----------------------------  Chief Executive Officer
John A. Celentano, Jr.        (principal executive officer)

/s/Christine R. Piano         Chief Financial Officer and          March 5, 2004
----------------------------  Treasurer
Christine R. Piano            (principal accounting and
                              financial officer)

                                        4
6

/s/Frank J. Hahofer           Director                             March 5, 2004
----------------------------
Frank J. Hahofer

/s/Thomas A. Miller           Director                             March 5, 2004
----------------------------
Thomas A. Miller

/s/John H. Peto               Director                             March 5, 2004
----------------------------
John H. Peto

/s/Raymond L. Sisco           Director                             March 5, 2004
----------------------------
Raymond L. Sisco

/s/Joseph C. Smith            Director                             March 5, 2004
----------------------------
Joseph C. Smith

/s/John Stokes                Director                             March 5, 2004
----------------------------
John Stokes

                                        5
7

THE PLAN.

       Pursuant to the  requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Clifton Savings Bank, S.L.A. 401(k) Savings
Plan and Trust) have duly caused this Registration Statement to be signed on its
behalf by the undersigned,  thereunto duly authorized in Clifton,  New Jersey on
March 5, 2004.

                              CLIFTON SAVINGS BANK, S.L.A.
                              401(K) SAVINGS PLAN

                              By: /s/Walter Celuch
                                  ----------------------------------------------
                                  Plan Administrator

                                        6
8

                                  EXHIBIT INDEX
                                  -------------
Sequentially
                                                                                   Numbered
                                                                                     Page
 Exhibit No.     Description            Method of Filing                           Location
------------     ------------------     -------------------------------------    ------------
10          Clifton Savings        Filed herewith.                               8
                 Bank, S.L.A.
                 401(k) Savings Plan
     23          Consent of Radics      Filed herewith.
                 & Co., L.L.C.

     24          Power of Attorney      Located on the signature page.                4
7