<PAGE> 1



As filed with the United States Securities and Exchange Commission on
April 13, 2004, Registration No. __-______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          FIRST SENTINEL BANCORP, INC.
             (exact name of registrant as specified in its charter)


          DELAWARE                                       22-3566151
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)


                          1000 WOODBRIDGE CENTER DRIVE
                          WOODBRIDGE, NEW JERSEY 07095
                                 (732) 726-9700
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

                          FIRST SENTINEL BANCORP, INC.
                   2003 KEY EMPLOYEE EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                         ------------------------------

                               CHRISTOPHER MARTIN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          FIRST SENTINEL BANCORP, INC.
                          1000 WOODBRIDGE CENTER DRIVE
                          WOODBRIDGE, NEW JERSEY 07095
                                 (732) 726-9700
                (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          Offering Price Per     Aggregate Offering    Registration Fee
          Registered              Registered(1)           Share(3)                 Price
-------------------------------------------------------------------------------------------------------------------
        <S>                         <C>                 <C>                   <C>                    <C>
         Common Stock                 11,350
        $.01 par Value              Shares(2)           $20.85                $236,648               $30
===================================================================================================================
</TABLE>



(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares to be issued pursuant to the First
     Sentinel Bancorp, Inc. 2003 Key Employee Equity Compensation Plan (the
     "Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of First Sentinel Bancorp, Inc.,
     as permitted by Rule 416(a) under the Securities Act of 1933, as amended
     (the "Securities Act").
(2)  Represents the shares which may be issued as stock awards or upon the
     exercise of stock options to purchase shares of First Sentinel Bancorp,
     Inc. common stock granted or to be granted under the Plan.
(3)  Estimated solely for the purpose of calculating the amount of the
     registration fee. Pursuant to Rule 457(c) under the Securities Act, the
     price per share is the average of the high and low price of the First
     Sentinel Bancorp, Inc. common stock, as reported on April 6, 2004.

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

FIRST SENTINEL BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for the First Sentinel
Bancorp,  Inc. (the  "Corporation" or the "Registrant") 2003 Key Employee Equity
Compensation Plan (the "Plan") required by Part I of the Registration  Statement
will be sent or  given to the  participants  in the  Plan as  specified  by Rule
428(b)(1).  Such  documents  are not  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  constitute the 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 with the SEC are  incorporated by
reference in this Registration Statement:

         (a) Form 10-K Annual Report and Form 10-K/A (Amendment No. 1) to Annual
Report filed by the  Registrant  for the year ended  December 31, 2003 (File No.
000-23809), which include the  consolidated statements of financial condition of
the  Registrant  and  subsidiaries  as of December  31,  2003 and 2002,  and the
related consolidated  statements of income,  stockholders' equity and cash flows
for each of the years in the three-year  period ended  December 31, 2003,  filed
with the SEC on March 15, 2004 and March 26, 2004, respectively.

         (b)  Description  of  the   Registrant's   common  stock  contained  in
Registrant's Form 8-A12G (File No. 000-23809), 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 and declared effective February 12, 1998, as
incorporated by reference from the Company's Form S-1 (File No. 333-42757) filed
on December 19, 1997 and amended on February 9, 1998.

         (c) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 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.

                                       2

<PAGE> 3



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

The  validity of the Common  Stock  offered  hereby has been passed upon for the
Registrant  by the firm of Muldoon  Murphy  Faucette & Aguggia LLP,  Washington,
D.C.

Item 6.  Indemnification of Directors and Officers and Plan Administrator.

Articles X and XI of the Registrant's  Certificate of  Incorporation  provide as
follows:

TENTH:
-----

A.       Each  person  who  was or is made  a party or is  threatened to be made
         a party to or is otherwise involved in any action,  suit or proceeding,
         whether civil, criminal, administrative or investigative (hereinafter a
         "proceeding"),  by  reason  of  the  fact  that  he or  she is or was a
         Director or an Officer of the  Corporation  or is or was serving at the
         request of the Corporation as a Director, Officer, employee or agent of
         another corporation or of a partnership,  joint venture, trust or other
         enterprise,  including service with respect to an employee benefit plan
         (hereinafter an "indemnitee"),  whether the basis of such proceeding is
         alleged action in an official capacity as a Director, Officer, employee
         or agent or in any other capacity while serving as a Director, Officer,
         employee  or  agent,  shall be  indemnified  and held  harmless  by the
         Corporation  to the fullest extent  authorized by the Delaware  General
         Corporation  Law, as the same exists or may  hereafter be amended (but,
         in the  case of any  such  amendment,  only  to the  extent  that  such
         amendment  permits the Corporation to provide  broader  indemnification
         rights than such law permitted the Corporation to provide prior to such
         amendment),   against  all  expense,   liability  and  loss  (including
         attorneys' fees, judgments,  fines, ERISA excise taxes or penalties and
         amounts  paid in  settlement)  reasonably  incurred or suffered by such
         indemnitee in connection therewith;  provided, however, that, except as
         provided in Section C hereof  with  respect to  proceedings  to enforce
         rights to  indemnification,  the  Corporation  shall indemnify any such
         indemnitee in connection with a proceeding (or part thereof)  initiated
         by such  indemnitee  only if such  proceeding  (or  part  thereof)  was
         authorized by the Board of Directors of the Corporation.

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



                                       3


<PAGE> 4


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

D.       The  rights  to  indemnification  and to the  advancement  of  expenses
         conferred  in this  Article  TENTH shall not be  exclusive of any other
         right which any person may have or hereafter acquire under any statute,
         the Corporation's Certificate of Incorporation, Bylaws, agreement, vote
         of stockholders or Disinterested Directors or otherwise.

E.       The  Corporation  may maintain  insurance,  at its expense,  to protect
         itself and any Director,  Officer, employee or agent of the Corporation
         or subsidiary or Affiliate or another corporation,  partnership,  joint
         venture,  trust or other enterprise  against any expense,  liability or
         loss,  whether or not the Corporation would have the power to indemnify
         such person against such expense,  liability or loss under the Delaware
         General Corporation Law.

F.       The Corporation may, to the extent  authorized from time to time by the
         Board  of  Directors,  grant  rights  to  indemnification  and  to  the
         advancement of expenses to any employee or agent of the  Corporation to
         the fullest extent of the provisions of this Article TENTH with respect
         to the  indemnification  and  advancement  of expenses of Directors and
         Officers of the Corporation.


ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.



                                       4

<PAGE> 5


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

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).

         (a) List of Exhibits (filed herewith unless otherwise noted)

                  5.0      Opinion of Muldoon Murphy Faucette & Aguggia LLP
                  10.0     First Sentinel Bancorp, Inc. 2003 Key Employee Equity
                           Compensation Plan 1
                  23.0     Consent  of Muldoon  Murphy  Faucette &  Aguggia  LLP
                           (included in Exhibit 5)
                  23.1     Consent of KPMG LLP
                  24.0     Powers of Attorney (contained on the signature pages)
-----------------------
1  Incorporated  herein by reference from Appendix E to the  Registrant's  proxy
statement on Form DEF 14A (SEC No.  000-23809),  filed with the SEC on March 28,
2003.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which it 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 Securities Act of 1933;
                  (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.
                           Notwithstanding   the   foregoing,   any  increase or
                           decrease  in  volume  of  securities  offered (if the
                           total  dollar  value of  securities offered would not
                           exceed that which was  registered)  and any deviation
                           from  the low  or high end of the  estimated  maximum
                           offering  range  may  be  reflected  in  the form  of
                           prospectus  filed  with  the Commission  pursuant  to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective 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.

         (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 that remain
                  unsold at the termination of the Offering.

                                       5

<PAGE> 6

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 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.

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


                                       6

<PAGE> 7


                                   SIGNATURES

         Pursuant  to the  requirements  of  the  Securities  Act of  1933,  the
Registrant  has duly  caused  this  Registration  Statement to be signed  on its
behalf  by  the  undersigned,  thereunto  duly  authorized,  in  Woodbridge, New
Jersey, on April 13, 2004.

                        FIRST SENTINEL BANCORP, INC.


                        By:  /s/Christopher Martin
                                -----------------------------
                                Christopher Martin
                                President, Chief Executive Officer and Director

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Martin) constitutes and appoints Christopher Martin as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  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  U.S.  Securities  and  Exchange  Commission,
respectively,  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 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 or  substitutes,  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/Philip T. Ruegger, Jr.     Chairman of the Board             April 13, 2004
--------------------------
Philip T. Ruegger, Jr.


/s/Christopher Martin         President, Chief Executive        April 13, 2004
--------------------------    Officer and Director
Christopher Martin            (principal executive officer)



/s/Thomas M. Lyons            Executive Vice President,         April 13, 2004
--------------------------    and Chief Financial Officer
Thomas M. Lyons               (principal accounting and
                              financial officer)




<PAGE> 8



/s/Joseph Chadwick            Director                          April 13, 2004
--------------------------
Joseph Chadwick



/s/George T. Hornyak, Jr.     Director                          April 13, 2004
--------------------------
George T. Hornyak, Jr.



/s/Keith H. McLaughlin        Director                          April 13, 2004
--------------------------
Keith H. McLaughlin



/s/John P. Mulkerin           Director                          April 13, 2004
--------------------------
John P. Mulkerin



/s/Jeffries Shein             Director                          April 13, 2004
--------------------------
Jeffries Shein



/s/Walter K. Timpson          Director                          April 13, 2004
--------------------------
Walter K. Timpson




<PAGE> 9

<TABLE>
<CAPTION>

                                                    EXHIBIT INDEX
                                                    -------------


                                                                                                                  Sequentially
                                                                                                                    Numbered
                                                                                                                      Page
   Exhibit No.          Description                      Method of Filing                                           Location
------------------      -----------------------------    ---------------------------------------------------    -----------------


        <S>             <C>                              <C>                                                       <C>
        5.0             Opinion of Muldoon Murphy        Filed herewith.
                        Faucette & Aguggia LLP

        10.0            First Sentinel Bancorp,          Incorporated herein by reference from the
                        Inc. 2003 Key Employee           Appendix E contained in the proxy statement on
                        Equity Compensation Plan         Form DEF 14A (SEC No. 000-23809), filed with the
                                                         SEC on March 28, 2003.

        23.0            Consent of Muldoon Murphy        Contained in Exhibit 5.
                        Faucette & Aguggia LLP

        23.1            Consent of KPMG LLP              Filed herewith.


        24.0            Power of Attorney                Located on the signature page.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "firstsentinels84-8.txt", "secsgml_size_bytes": 27313}]
{"company-data": {"conformed-name": "FIRST SENTINEL BANCORP INC", "cik": "0001051092", "assigned-sic": "6036", "irs-number": "223566151", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114426", "film-number": "04730260"}, "business-address": {"street1": "1000 WOODBRIDGE CENTER DRIVE", "city": "WOODBRIDGE", "state": "NJ", "zip": "07095", "phone": "7327268700"}, "mail-address": {"street1": "1000 WOODBRIDGE CENTER DRIVE", "city": "WOODBRIDGE", "state": "NJ", "zip": "07095"}, "former-company": {"former-conformed-name": "FIRST SOURCE BANCORP INC", "date-changed": "19971209"}}
1

As filed with the United States Securities and Exchange Commission on
April 13, 2004, Registration No. __-______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          FIRST SENTINEL BANCORP, INC.
             (exact name of registrant as specified in its charter)

          DELAWARE                                       22-3566151
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

                          1000 WOODBRIDGE CENTER DRIVE
                          WOODBRIDGE, NEW JERSEY 07095
                                 (732) 726-9700
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

                          FIRST SENTINEL BANCORP, INC.
                   2003 KEY EMPLOYEE EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                         ------------------------------

                               CHRISTOPHER MARTIN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          FIRST SENTINEL BANCORP, INC.
                          1000 WOODBRIDGE CENTER DRIVE
                          WOODBRIDGE, NEW JERSEY 07095
                                 (732) 726-9700
                (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          Offering Price Per     Aggregate Offering    Registration Fee
          Registered              Registered(1)           Share(3)                 Price
-------------------------------------------------------------------------------------------------------------------
Common Stock                 11,350
        $.01 par Value              Shares(2)           $20.85                $236,648               $30
===================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares to be issued pursuant to the First
     Sentinel Bancorp, Inc. 2003 Key Employee Equity Compensation Plan (the
     "Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of First Sentinel Bancorp, Inc.,
     as permitted by Rule 416(a) under the Securities Act of 1933, as amended
     (the "Securities Act").
(2)  Represents the shares which may be issued as stock awards or upon the
     exercise of stock options to purchase shares of First Sentinel Bancorp,
     Inc. common stock granted or to be granted under the Plan.
(3)  Estimated solely for the purpose of calculating the amount of the
     registration fee. Pursuant to Rule 457(c) under the Securities Act, the
     price per share is the average of the high and low price of the First
     Sentinel Bancorp, Inc. common stock, as reported on April 6, 2004.

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

FIRST SENTINEL BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for the First Sentinel
Bancorp,  Inc. (the  "Corporation" or the "Registrant") 2003 Key Employee Equity
Compensation Plan (the "Plan") required by Part I of the Registration  Statement
will be sent or  given to the  participants  in the  Plan as  specified  by Rule
428(b)(1).  Such  documents  are not  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  constitute the 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 with the SEC are  incorporated by
reference in this Registration Statement:

         (a) Form 10-K Annual Report and Form 10-K/A (Amendment No. 1) to Annual
Report filed by the  Registrant  for the year ended  December 31, 2003 (File No.
000-23809), which include the  consolidated statements of financial condition of
the  Registrant  and  subsidiaries  as of December  31,  2003 and 2002,  and the
related consolidated  statements of income,  stockholders' equity and cash flows
for each of the years in the three-year  period ended  December 31, 2003,  filed
with the SEC on March 15, 2004 and March 26, 2004, respectively.

         (b)  Description  of  the   Registrant's   common  stock  contained  in
Registrant's Form 8-A12G (File No. 000-23809), 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 and declared effective February 12, 1998, as
incorporated by reference from the Company's Form S-1 (File No. 333-42757) filed
on December 19, 1997 and amended on February 9, 1998.

         (c) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 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.

                                       2
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

The  validity of the Common  Stock  offered  hereby has been passed upon for the
Registrant  by the firm of Muldoon  Murphy  Faucette & Aguggia LLP,  Washington,
D.C.

Item 6.  Indemnification of Directors and Officers and Plan Administrator.

Articles X and XI of the Registrant's  Certificate of  Incorporation  provide as
follows:

TENTH:
-----

A.       Each  person  who  was or is made  a party or is  threatened to be made
         a party to or is otherwise involved in any action,  suit or proceeding,
         whether civil, criminal, administrative or investigative (hereinafter a
         "proceeding"),  by  reason  of  the  fact  that  he or  she is or was a
         Director or an Officer of the  Corporation  or is or was serving at the
         request of the Corporation as a Director, Officer, employee or agent of
         another corporation or of a partnership,  joint venture, trust or other
         enterprise,  including service with respect to an employee benefit plan
         (hereinafter an "indemnitee"),  whether the basis of such proceeding is
         alleged action in an official capacity as a Director, Officer, employee
         or agent or in any other capacity while serving as a Director, Officer,
         employee  or  agent,  shall be  indemnified  and held  harmless  by the
         Corporation  to the fullest extent  authorized by the Delaware  General
         Corporation  Law, as the same exists or may  hereafter be amended (but,
         in the  case of any  such  amendment,  only  to the  extent  that  such
         amendment  permits the Corporation to provide  broader  indemnification
         rights than such law permitted the Corporation to provide prior to such
         amendment),   against  all  expense,   liability  and  loss  (including
         attorneys' fees, judgments,  fines, ERISA excise taxes or penalties and
         amounts  paid in  settlement)  reasonably  incurred or suffered by such
         indemnitee in connection therewith;  provided, however, that, except as
         provided in Section C hereof  with  respect to  proceedings  to enforce
         rights to  indemnification,  the  Corporation  shall indemnify any such
         indemnitee in connection with a proceeding (or part thereof)  initiated
         by such  indemnitee  only if such  proceeding  (or  part  thereof)  was
         authorized by the Board of Directors of the Corporation.

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

                                       3
4

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

D.       The  rights  to  indemnification  and to the  advancement  of  expenses
         conferred  in this  Article  TENTH shall not be  exclusive of any other
         right which any person may have or hereafter acquire under any statute,
         the Corporation's Certificate of Incorporation, Bylaws, agreement, vote
         of stockholders or Disinterested Directors or otherwise.

E.       The  Corporation  may maintain  insurance,  at its expense,  to protect
         itself and any Director,  Officer, employee or agent of the Corporation
         or subsidiary or Affiliate or another corporation,  partnership,  joint
         venture,  trust or other enterprise  against any expense,  liability or
         loss,  whether or not the Corporation would have the power to indemnify
         such person against such expense,  liability or loss under the Delaware
         General Corporation Law.

F.       The Corporation may, to the extent  authorized from time to time by the
         Board  of  Directors,  grant  rights  to  indemnification  and  to  the
         advancement of expenses to any employee or agent of the  Corporation to
         the fullest extent of the provisions of this Article TENTH with respect
         to the  indemnification  and  advancement  of expenses of Directors and
         Officers of the Corporation.

ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

                                       4
5

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

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).

         (a) List of Exhibits (filed herewith unless otherwise noted)

                  5.0      Opinion of Muldoon Murphy Faucette & Aguggia LLP
                  10.0     First Sentinel Bancorp, Inc. 2003 Key Employee Equity
                           Compensation Plan 1
                  23.0     Consent  of Muldoon  Murphy  Faucette &  Aguggia  LLP
                           (included in Exhibit 5)
                  23.1     Consent of KPMG LLP
                  24.0     Powers of Attorney (contained on the signature pages)
-----------------------
1  Incorporated  herein by reference from Appendix E to the  Registrant's  proxy
statement on Form DEF 14A (SEC No.  000-23809),  filed with the SEC on March 28,
2003.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which it 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 Securities Act of 1933;
                  (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.
                           Notwithstanding   the   foregoing,   any  increase or
                           decrease  in  volume  of  securities  offered (if the
                           total  dollar  value of  securities offered would not
                           exceed that which was  registered)  and any deviation
                           from  the low  or high end of the  estimated  maximum
                           offering  range  may  be  reflected  in  the form  of
                           prospectus  filed  with  the Commission  pursuant  to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective 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.

         (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 that remain
                  unsold at the termination of the Offering.

                                       5
6

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 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.

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

                                       6
7

                                   SIGNATURES

         Pursuant  to the  requirements  of  the  Securities  Act of  1933,  the
Registrant  has duly  caused  this  Registration  Statement to be signed  on its
behalf  by  the  undersigned,  thereunto  duly  authorized,  in  Woodbridge, New
Jersey, on April 13, 2004.

                        FIRST SENTINEL BANCORP, INC.

                        By:  /s/Christopher Martin
                                -----------------------------
                                Christopher Martin
                                President, Chief Executive Officer and Director

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Martin) constitutes and appoints Christopher Martin as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  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  U.S.  Securities  and  Exchange  Commission,
respectively,  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 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 or  substitutes,  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/Philip T. Ruegger, Jr.     Chairman of the Board             April 13, 2004
--------------------------
Philip T. Ruegger, Jr.

/s/Christopher Martin         President, Chief Executive        April 13, 2004
--------------------------    Officer and Director
Christopher Martin            (principal executive officer)

/s/Thomas M. Lyons            Executive Vice President,         April 13, 2004
--------------------------    and Chief Financial Officer
Thomas M. Lyons               (principal accounting and
                              financial officer)
8

/s/Joseph Chadwick            Director                          April 13, 2004
--------------------------
Joseph Chadwick

/s/George T. Hornyak, Jr.     Director                          April 13, 2004
--------------------------
George T. Hornyak, Jr.

/s/Keith H. McLaughlin        Director                          April 13, 2004
--------------------------
Keith H. McLaughlin

/s/John P. Mulkerin           Director                          April 13, 2004
--------------------------
John P. Mulkerin

/s/Jeffries Shein             Director                          April 13, 2004
--------------------------
Jeffries Shein

/s/Walter K. Timpson          Director                          April 13, 2004
--------------------------
Walter K. Timpson
9
EXHIBIT INDEX
                                                    -------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
                                                                                                                      Page
   Exhibit No.          Description                      Method of Filing                                           Location
------------------      -----------------------------    ---------------------------------------------------    -----------------
5.0             Opinion of Muldoon Murphy        Filed herewith.
                        Faucette & Aguggia LLP

        10.0            First Sentinel Bancorp,          Incorporated herein by reference from the
                        Inc. 2003 Key Employee           Appendix E contained in the proxy statement on
                        Equity Compensation Plan         Form DEF 14A (SEC No. 000-23809), filed with the
                                                         SEC on March 28, 2003.

        23.0            Consent of Muldoon Murphy        Contained in Exhibit 5.
                        Faucette & Aguggia LLP

        23.1            Consent of KPMG LLP              Filed herewith.

        24.0            Power of Attorney                Located on the signature page.