<PAGE> 1

    As filed with the Securities and Exchange Commission on August 22, 1997
                                                  Registration No. 333-
                                                                        -------
================================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                    FORM S-8
                              REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933
                              OCEAN FINANCIAL CORP.
  (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                             6035                      22-3412577
(state or other               (Primary Standard               (IRS Employer
jurisdiction of                Classification               Identification No.)
incorporation or                 Code Number)
organization)                   
                      

                                975 HOOPER AVENUE
                        TOMS RIVER, NEW JERSEY 08753-8396
                                 (908) 240-4500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                    OCEAN FINANCIAL CORP. 1997 INCENTIVE PLAN
                             (Full Title of the Plan)
                     ---------------------------------------

JOHN R. GARBARINO                              COPIES TO:
CHAIRMAN OF THE BOARD,                         JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER          ANN E. COX, ESQUIRE
OCEAN FINANCIAL CORP.                          MULDOON, MURPHY & FAUCETTE
975 HOOPER AVENUE                              5101 WISCONSIN AVENUE, N.W.
TOMS RIVER, NEW JERSEY 08753-8396              WASHINGTON, DC  20016
(908) 240-4500                                 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  As soon as 
practicable after this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. / X /
                               ----
<TABLE>
<CAPTION>

====================================================================================================================================
    Title of each Class of              Amount to be           Proposed Purchase          Estimated Aggregate          Registration
  Securities to be Registered           Registered(1)           Price Per Share              Offering Price                 Fee
------------------------------------------------------------------------------------------------------------------------------------
       <S>                               <C>                    <C>                            <C>                       <C>
        Common Stock                      838,807
       $.01 par Value                    Shares (2)             $29.13(3)                      $24,435,295               $7,405

------------------------------------------------------------------------------------------------------------------------------------
        Common Stock                      335,523
       $.01 par Value                    Shares (4)             $33 5/16(5)                    $11,177,109               $3,387
====================================================================================================================================

(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 Ocean Financial Corp. 1997 Incentive Plan (the "Plan") as the result of a stock split, stock dividend
     or similar adjustment of the outstanding Common Stock of Ocean Financial Corp., pursuant to 17 C.F.R.ss.230.416(a).
(2)  Represents the total number of shares currently reserved or available for issuance as options pursuant to the Plan.
(3)  Weighted average price determined by the average exercise price of $28.89 per share at which options for 793,095 shares under
     the Plan have been granted to date and by $33 5/16 the market value of the Common Stock on August 18, 1997 as determined by the
     last sales price listed on the Nasdaq Stock Market as reported in the Wall Street Journal, for 45,712 shares for which options
     have not yet been granted under the Plan.
(4)  Represents the total number of shares currently reserved or available for issuance as stock awards under the Plan.
(5)  The last sales price listed on the Nasdaq Stock Market on August 18, 1997 in accordance with Rule 457(c) under the Securities
     Act of 1933, as amended.

</TABLE>

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.

Number of Pages 15
Exhibit Index begins on Page 10


<PAGE> 2


OCEAN FINANCIAL CORP.

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

ITEMS 1 & 2. The documents  containing the  information  for the Ocean Financial
Corp.  (the  "Company" or the  "Registrant")  1997  Incentive  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 document is 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.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this Registration Statement:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December  31, 1996,  which  includes the  consolidated  statements  of financial
condition of the Company and  subsidiary  as of December 31, 1996 and 1995,  and
the related consolidated  statements of income,  changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996,  together with the related notes (File No.  0-27428) filed with the SEC on
March 25, 1997.

         (b)  The  Form  10-Q reports  filed  by  the  Registrant for the fiscal
quarters  ended  March 31, 1997 (File No. 0-27428),  filed  with the SEC on  May
15, 1997, and  June 30, 1997, filed  with  the SEC on  August 14, 1997.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  0-27428),  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 May 8, 1996 and declared effective on May
13, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC file No. 33-81023) declared effective on May 13, 1996.

         (d)  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.


                                         2

<PAGE> 3


ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to  Section 12 of the Exchange Act.  Accordingly,  a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The consolidated  statements of financial  condition of the Company and
subsidiaries  as of  December  31, 1996 and 1995,  and the related  consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related  notes and the report of KPMG Peat  Marwick LLP,  independent  certified
public  accountants,  incorporated by reference in this Registration  Statement,
have been  incorporated  herein in reliance  upon the  authority of said firm as
experts in accounting and auditing.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, D.C., special counsel to the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and  officers of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the general
corporation  law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 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.

                                        3

<PAGE> 4


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

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
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.


                                      4


<PAGE> 5

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.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

         The Registrant is also  permitted to maintain  directors' and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  LIST OF EXHIBITS.

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

        4           Stock Certificate of Ocean Financial Corp.1

        5           Opinion of  Muldoon, Murphy & Faucette as to the legality of
                    the Common Stock  to be issued.

        23.0        Consent of  Muldoon,  Murphy  &  Faucette  (contained in the
                    opinion included in  Exhibit 5).

        23.1        Consent of KPMG Peat Marwick LLP.


                                         5

<PAGE> 6


        24          Power of Attorney is located on the signature pages.

--------------------------
1  Incorporated  herein  by  reference  from  the  Exhibit  of  the  same number
   contained in  the Registration  Statement  on Form S-1 (SEC No. 33-80123), as
   amended, filed with the SEC on December 7, 1995 and declared effective on May
   13, 1996.

ITEM 9.   UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which it offers or sells securities,
              a post-effective amendment to this Registration Statement to:

              (i)   Include  any Prospectus  required by Section 10(a)(3) of the
                    Securities Act;

              (ii)  Reflect  in  the  Prospectus  any  facts  or  events  which,
                    individually  or  together, represent  a  fundamental change
                    in   the   information  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; and

              (iii) Include  any additional  or  changed   material  information
                    on  the  plan  of   distribution   not previously  disclosed
                    in  the  Registration  Statement  or any material  change to
                    such  information in  the Registration  Statement unless the
                    information   required  by  (i)  and  (ii)  is  contained in
                    periodic  reports  filed   by  the  Registrant  pursuant  to
                    Section 13 or 15(d) of the  Exchange  Act that are
                    incorporated by reference into this Registration Statement;

        (2)   For determining liability under the Securities  Act, to treat each
              post-effective amendment  as  a  new Registration Statement of the
              securities offered, and the offering of the securities at that
              time to be the initial bona fide offering thereof.

        (3)   To file a post-effective amendment to remove from registration any
              of the securities that remain unsold at the end of the Offering.

        (4)   That,  for  purposes  of  determining  any  liability   under  the
              Securities  Act,  each  filing  of  the Registrant's or the Plan'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  Securities and Exchange
Commission such

                                       6


<PAGE> 7


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 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 whether such  indemnification  by it is against public
policy as  expressed  in the Act will be governed by the final  adjudication  of
such issue.














                                        7

<PAGE> 8



CONFORMED

                                    SIGNATURES

                  Pursuant to the  requirements  of the  Securities  Act,  Ocean
Financial  Corp.  certifies  that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Toms River,  State of New Jersey, on August 22,
1997.

                                       OCEAN FINANCIAL CORP.



                                   By: /s/ John R. Garbarino
                                      ------------------------------------------
                                           John R. Garbarino
                                           Chairman of the Board,
                                           President and Chief Executive Officer

         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.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Garbarino)  constitutes and appoints John R. Garbarino and
Mr. Garbarino hereby  constitutes and appoints  Michael J.  Fitzpatrick,  as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for him (or her) 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.


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

/s/ John R. Garbarino        Chairman of the Board, President   August 22, 1997
--------------------------   and Chief Executive Officer
John R. Garbarino            (principal executive officer)


/s/ Michael J. Fitzpatrick   Executive Vice President           August 22, 1997
--------------------------   and Chief Financial Officer
Michael J. Fitzpatrick       (principal accounting and
                             financial officer)


/s/ Michael E. Barrett       Director                           August 22, 1997
--------------------------
Michael E. Barrett




                                          8

<PAGE> 9




/s/ Thomas F. Curtin         Director                           August 22, 1997
--------------------------
Thomas F. Curtin


/s/ Carl Feltz, Jr.          Director                           August 22, 1997
--------------------------
Carl Feltz, Jr.


/s/ Robert E. Knemoller      Director                           August 22, 1997
--------------------------
Robert E. Knemoller


/s/ Donald E. McLaughlin     Director                           August 22, 1997
--------------------------
Donald E. McLaughlin


/s/ Diane F. Rhine           Director                           August 22, 1997
--------------------------
Diane F. Rhine


/s/ Frederick E. Schlosser   Director                           August 22, 1997
--------------------------
Frederick E. Schlosser


/s/ James T. Snyder          Director                           August 22, 1997
--------------------------
James T. Snyder











                                         9


<PAGE> 10

<TABLE>
<CAPTION>

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

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

     <S>        <C>                       <C>                                         <C>
      4         Stock Certificate of      Incorporated herein by reference            --
                Ocean Financial           from the Exhibits of the Registrant's
                Corp.                     Registration Statement on Form S-1
                                          filed with the SEC on December 7, 1995
                                          and declared effective on May 13, 1996.
 
      5         Opinion of MM&F           Filed herewith.                             12

     23.0       Consent of MM&F           Contained in Exhibit 5.

     23.1       Consent of KPMG           Filed herewith.                             14
                Peat Marwick LLP                

      24        Power of Attorney         Located on the signature page.              --


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30368}]
{"company-data": {"conformed-name": "OCEAN FINANCIAL CORP", "cik": "0001004702", "assigned-sic": "6035", "irs-number": "223412577", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34143", "film-number": "97668189"}, "business-address": {"street1": "74 BRICK BLVD", "city": "BRICK", "state": "NJ", "zip": "08723", "phone": "9084775200"}, "mail-address": {"street1": "74 BRICK BLVD.", "city": "BRICK TOWNSHIP", "state": "NJ", "zip": "08723"}}
1

    As filed with the Securities and Exchange Commission on August 22, 1997
                                                  Registration No. 333-
                                                                        -------
================================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                    FORM S-8
                              REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933
                              OCEAN FINANCIAL CORP.
  (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                             6035                      22-3412577
(state or other               (Primary Standard               (IRS Employer
jurisdiction of                Classification               Identification No.)
incorporation or                 Code Number)
organization)                   
                      

                                975 HOOPER AVENUE
                        TOMS RIVER, NEW JERSEY 08753-8396
                                 (908) 240-4500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                    OCEAN FINANCIAL CORP. 1997 INCENTIVE PLAN
                             (Full Title of the Plan)
                     ---------------------------------------

JOHN R. GARBARINO                              COPIES TO:
CHAIRMAN OF THE BOARD,                         JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER          ANN E. COX, ESQUIRE
OCEAN FINANCIAL CORP.                          MULDOON, MURPHY & FAUCETTE
975 HOOPER AVENUE                              5101 WISCONSIN AVENUE, N.W.
TOMS RIVER, NEW JERSEY 08753-8396              WASHINGTON, DC  20016
(908) 240-4500                                 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  As soon as 
practicable after this Registration Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. / X /
                               ----
====================================================================================================================================
    Title of each Class of              Amount to be           Proposed Purchase          Estimated Aggregate          Registration
  Securities to be Registered           Registered(1)           Price Per Share              Offering Price                 Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock                      838,807
       $.01 par Value                    Shares (2)             $29.13(3)                      $24,435,295               $7,405

------------------------------------------------------------------------------------------------------------------------------------
        Common Stock                      335,523
       $.01 par Value                    Shares (4)             $33 5/16(5)                    $11,177,109               $3,387
====================================================================================================================================

(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 Ocean Financial Corp. 1997 Incentive Plan (the "Plan") as the result of a stock split, stock dividend
     or similar adjustment of the outstanding Common Stock of Ocean Financial Corp., pursuant to 17 C.F.R.ss.230.416(a).
(2)  Represents the total number of shares currently reserved or available for issuance as options pursuant to the Plan.
(3)  Weighted average price determined by the average exercise price of $28.89 per share at which options for 793,095 shares under
     the Plan have been granted to date and by $33 5/16 the market value of the Common Stock on August 18, 1997 as determined by the
     last sales price listed on the Nasdaq Stock Market as reported in the Wall Street Journal, for 45,712 shares for which options
     have not yet been granted under the Plan.
(4)  Represents the total number of shares currently reserved or available for issuance as stock awards under the Plan.
(5)  The last sales price listed on the Nasdaq Stock Market on August 18, 1997 in accordance with Rule 457(c) under the Securities
     Act of 1933, as amended.
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.

Number of Pages 15
Exhibit Index begins on Page 10
2

OCEAN FINANCIAL CORP.

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

ITEMS 1 & 2. The documents  containing the  information  for the Ocean Financial
Corp.  (the  "Company" or the  "Registrant")  1997  Incentive  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 document is 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.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this Registration Statement:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December  31, 1996,  which  includes the  consolidated  statements  of financial
condition of the Company and  subsidiary  as of December 31, 1996 and 1995,  and
the related consolidated  statements of income,  changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996,  together with the related notes (File No.  0-27428) filed with the SEC on
March 25, 1997.

         (b)  The  Form  10-Q reports  filed  by  the  Registrant for the fiscal
quarters  ended  March 31, 1997 (File No. 0-27428),  filed  with the SEC on  May
15, 1997, and  June 30, 1997, filed  with  the SEC on  August 14, 1997.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  0-27428),  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 May 8, 1996 and declared effective on May
13, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC file No. 33-81023) declared effective on May 13, 1996.

         (d)  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.

                                         2
3

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to  Section 12 of the Exchange Act.  Accordingly,  a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The consolidated  statements of financial  condition of the Company and
subsidiaries  as of  December  31, 1996 and 1995,  and the related  consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related  notes and the report of KPMG Peat  Marwick LLP,  independent  certified
public  accountants,  incorporated by reference in this Registration  Statement,
have been  incorporated  herein in reliance  upon the  authority of said firm as
experts in accounting and auditing.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, D.C., special counsel to the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and  officers of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the general
corporation  law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 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.

                                        3
4

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

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
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.

                                      4
5

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.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

         The Registrant is also  permitted to maintain  directors' and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  LIST OF EXHIBITS.

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

        4           Stock Certificate of Ocean Financial Corp.1

        5           Opinion of  Muldoon, Murphy & Faucette as to the legality of
                    the Common Stock  to be issued.

        23.0        Consent of  Muldoon,  Murphy  &  Faucette  (contained in the
                    opinion included in  Exhibit 5).

        23.1        Consent of KPMG Peat Marwick LLP.

                                         5
6

        24          Power of Attorney is located on the signature pages.

--------------------------
1  Incorporated  herein  by  reference  from  the  Exhibit  of  the  same number
   contained in  the Registration  Statement  on Form S-1 (SEC No. 33-80123), as
   amended, filed with the SEC on December 7, 1995 and declared effective on May
   13, 1996.

ITEM 9.   UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which it offers or sells securities,
              a post-effective amendment to this Registration Statement to:

              (i)   Include  any Prospectus  required by Section 10(a)(3) of the
                    Securities Act;

              (ii)  Reflect  in  the  Prospectus  any  facts  or  events  which,
                    individually  or  together, represent  a  fundamental change
                    in   the   information  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; and

              (iii) Include  any additional  or  changed   material  information
                    on  the  plan  of   distribution   not previously  disclosed
                    in  the  Registration  Statement  or any material  change to
                    such  information in  the Registration  Statement unless the
                    information   required  by  (i)  and  (ii)  is  contained in
                    periodic  reports  filed   by  the  Registrant  pursuant  to
                    Section 13 or 15(d) of the  Exchange  Act that are
                    incorporated by reference into this Registration Statement;

        (2)   For determining liability under the Securities  Act, to treat each
              post-effective amendment  as  a  new Registration Statement of the
              securities offered, and the offering of the securities at that
              time to be the initial bona fide offering thereof.

        (3)   To file a post-effective amendment to remove from registration any
              of the securities that remain unsold at the end of the Offering.

        (4)   That,  for  purposes  of  determining  any  liability   under  the
              Securities  Act,  each  filing  of  the Registrant's or the Plan'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  Securities and Exchange
Commission such

                                       6
7

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 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 whether such  indemnification  by it is against public
policy as  expressed  in the Act will be governed by the final  adjudication  of
such issue.

                                        7
8

CONFORMED

                                    SIGNATURES

                  Pursuant to the  requirements  of the  Securities  Act,  Ocean
Financial  Corp.  certifies  that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Toms River,  State of New Jersey, on August 22,
1997.

                                       OCEAN FINANCIAL CORP.

                                   By: /s/ John R. Garbarino
                                      ------------------------------------------
                                           John R. Garbarino
                                           Chairman of the Board,
                                           President and Chief Executive Officer

         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.

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Garbarino)  constitutes and appoints John R. Garbarino and
Mr. Garbarino hereby  constitutes and appoints  Michael J.  Fitzpatrick,  as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for him (or her) 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.

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

/s/ John R. Garbarino        Chairman of the Board, President   August 22, 1997
--------------------------   and Chief Executive Officer
John R. Garbarino            (principal executive officer)

/s/ Michael J. Fitzpatrick   Executive Vice President           August 22, 1997
--------------------------   and Chief Financial Officer
Michael J. Fitzpatrick       (principal accounting and
                             financial officer)

/s/ Michael E. Barrett       Director                           August 22, 1997
--------------------------
Michael E. Barrett

                                          8
9

/s/ Thomas F. Curtin         Director                           August 22, 1997
--------------------------
Thomas F. Curtin

/s/ Carl Feltz, Jr.          Director                           August 22, 1997
--------------------------
Carl Feltz, Jr.

/s/ Robert E. Knemoller      Director                           August 22, 1997
--------------------------
Robert E. Knemoller

/s/ Donald E. McLaughlin     Director                           August 22, 1997
--------------------------
Donald E. McLaughlin

/s/ Diane F. Rhine           Director                           August 22, 1997
--------------------------
Diane F. Rhine

/s/ Frederick E. Schlosser   Director                           August 22, 1997
--------------------------
Frederick E. Schlosser

/s/ James T. Snyder          Director                           August 22, 1997
--------------------------
James T. Snyder

                                         9
10
EXHIBIT INDEX
                                     -------------

                                                                                Sequentially
                                                                                  Numbered
                                                                                    Page
 Exhibit No.      Description               Method of Filing                      Location
--------------  ------------------------  -----------------------------------  ---------------
4         Stock Certificate of      Incorporated herein by reference            --
                Ocean Financial           from the Exhibits of the Registrant's
                Corp.                     Registration Statement on Form S-1
                                          filed with the SEC on December 7, 1995
                                          and declared effective on May 13, 1996.
 
      5         Opinion of MM&F           Filed herewith.                             12

     23.0       Consent of MM&F           Contained in Exhibit 5.

     23.1       Consent of KPMG           Filed herewith.                             14
                Peat Marwick LLP                

      24        Power of Attorney         Located on the signature page.              --