<PAGE> 1

    As filed with the Securities and Exchange Commission on October 28, 1998
                                                     Registration No. 333- 
                                                                          ------
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                            WEST ESSEX BANCORP, INC.
  (exact name of registrant as specified in its certificate of incorporation)

    UNITED STATES                   6035                          22-3597632
(state or other             (Primary Standard                   (IRS Employer
jurisdiction of          Classification Code Number)         Identification No.)
incorporation or
organization)               417 BLOOMFIELD AVENUE
                             CALDWELL, NJ 07006
                               (973) 226-7911
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                             WEST ESSEX BANK, FSB
                             401(K) SAVINGS PLAN
                           (Full Title of the Plan)

LEOPOLD W. MONTANARO                                 COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER                LORI M. BERESFORD, ESQUIRE
417 BLOOMFIELD AVENUE                                LESLIE A. MURPHY, ESQUIRE
CALDWELL, NJ  07006                                  MULDOON, MURPHY & FAUCETTE
(973) 226-7911                                       5101 WISCONSIN AVENUE, N.W.
                                                     WASHINGTON, D.C. 20016
(Name, address, including zip code, and telephone    (202) 362-0840
number, including area code, of agent for service)

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(2)             Fee
-------------------------------------------------------------------------------------------------------------------------
      <S>                           <C>                   <C>                        <C>                      <C> 
      Common Stock                  51,643
        $.01 par Value                 Shares             $10.0625 (3)               $519,661                 $144

         Participation
           Interests                     (4)                                         $519,661                  (5)
=========================================================================================================================

(1)  Together  with  an indeterminate number of additional shares which may be  necessary to  adjust the number of shares
     reserved for issuance pursuant to the West Essex Bank, FSB 401(k) Savings Plan (the "Plan") as the result of a stock
     split, stock dividend or similar adjustment of the outstanding  Common Stock of West Essex Bancorp, Inc. pursuant to
     17  C.F.R. section  230.416(a).
(2)  Estimated solely  for the purpose of calculating the registration fee.
(3)  The last  sale price of the common stock of  West Essex  Bancorp,  Inc.  (the  "Common  Stock") as  reported  on the
     Nasdaq  Stock  Market  ("Nasdaq") on  October 12, 1998 in accordance with 17 C.F.R. section 230.457(c).
(4)  In  addition,  pursuant to 17 C.F.R. section 230.416(c), this  registration  statement also covers  an indeterminate
     amount of interests to be offered or  sold pursuant to the  employee benefit plan  described  herein based upon  the
     maximum amount that could be issued under the plan pursuant to 17 C.F.R. section 230.457(h).
(5)  In accordance with 17 C.F.R. section 230.457(h), the registration fee has been calculated on the basis of the number
     of shares of  Common Stock that  may be purchased  with the current assets of such Plan.  Accordingly,  no  separate
     fee is required for the participation interests.

</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. SECTION 230.462.
Number of Pages 10
Exhibit Index begins on Page 6



                 

<PAGE> 2



WEST ESSEX BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the  information for West Essex Bank, FSB
401(k)  Savings  Plan  ("401(k)  Plan")  required by Part I of the  Registration
Statement  will be sent or  given  to the  participants  in the  401(k)  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.

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  Prospectus  filed  with the SEC by the  Registrant  (File  No.
333-56729)  pursuant to Rule  424(b)(3) on August 21, 1998,  which  includes the
consolidated  statements  of  financial  condition  of West Essex Bank,  FSB and
Subsidiary  (the  "Bank") as of as of March 31, 1998  (unaudited),  December 31,
1997 and 1996, and the related consolidated statements of income,  comprehensive
income,  retained earnings,  and cash flows for the three months ended March 31,
1998 (unaudited) and for each of the three years in the three-year  period ended
December 31, 1997,  together  with the related  notes and the report of Radics &
Co., LLC, independent auditors.

         (b) The Plan's  annual  report on Form 11-K for the  fiscal  year ended
December 31, 1997,  which  includes the  statements of net assets  available for
plan  benefits  of the Plan as of December  31,  1997 and 1996,  and the related
statements  of income and changes in plan equity for the three year period ended
December 31, 1997,  together with the related notes and schedules as required by
ERISA filed with the SEC on October 28, 1998.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-29770),  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 August 6, 1998, and declared effective
August 13, 1998 as  incorporated  by reference from the Company's Form S-1 (File
No. 333-56729) declared effective on August 13, 1998.

         (d) All  documents  filed by the  Company  and the 401(k)  Plan,  where
applicable,  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 401(k)  Plan has been
registered  pursuant  to  Section  12(g) 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 West Essex Bank,
FSB and  Subsidiary  (the "Bank") (the  registrant  did not receive any proceeds
until after the effective date and therefore had no assets or liabilities) as of
as of March 31, 1998  (unaudited),  December 31, 1997 and 1996,  and the related
consolidated statements of income,  comprehensive income, retained earnings, and
cash flows for the periods ended March 31, 1998  (unaudited) and for each of the
three years in the three-year period ended December 31, 1997,  together with the
related notes and the report of Radics & Co., LLC, independent  auditors,  dated
March 6, 1998 (except for the tenth paragraph of note 15 as to which the date is
April 8, 1998)  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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

         Article XII of the Registrant's Bylaws provides as follows:

ARTICLE XII:  INDEMNIFICATION

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

         This indemnification  provision is consistent with the Office of Thrift
Supervision Regulation 12 C.F.R. section 545.121.

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 West Essex Bancorp, Inc.1



                                     3

<PAGE> 4



         8           Tax Opinion not  required.  The Registrant has submitted or
                     hereby  undertakes  to  submit  the  401(k)  Plan  and  any
                     amendment thereto  to  the Internal Revenue Service ("IRS")
                     in a  timely manner  and  has made or will make all changes
                     required by the IRS  in order to qualify the plan.
         23          Consent of Radics & Co., LLC.
         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. 333-56729),  as
   amended, and declared effective on August 13, 1998.

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 SEC  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


                                            4

<PAGE> 5



                  Act that is  incorporated  by  reference  in the  Registration
                  Statement shall be deemed to be a new  Registration  Statement
                  relating to the securities  offered therein,  and the offering
                  of such  securities  at that  time  shall be  deemed to be the
                  initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  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 and will be governed by the final adjudication of
such issue.


















                                      5

<PAGE> 6



                                  SIGNATURES

         Pursuant to the  requirements of the Securities Act of 1933, West Essex
Bancorp,  Inc. certifies that is 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 Caldwell, New Jersey on October 28, 1998.

                                     WEST ESSEX BANCORP, INC.


                                     By:  /s/ Leopold W. Montanaro
                                          ---------------------------------
                                          Leopold W. Montanaro
                                          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  constitutes and appoints Leopold W. Montanaro and Dennis A. Petrello,  as
his 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.

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

/s/ Leopold W. Montanaro      Director, President and Chief   October 28, 1998
---------------------------   Executive Officer   
Leopold W. Montanaro          (principal executive officer)


/s/ Dennis A. Petrello        Executive Vice President and    October 28, 1998
---------------------------   Chief Financial Officer
Dennis A. Petrello            (principal accounting and
                              financial officer)

/s/ William J. Foody          Director and Chairman of the    October 28, 1998
---------------------------   Board                     
William J. Foody   


/s/ David F. Brandley         Director                        October 28, 1998
---------------------------                         
David F. Brandley



                                       6

<PAGE> 7




                              Director                                        
---------------------------                                 
Everett N. Leonard


                              Director                       
---------------------------                              
James P. Vreeland


                               Director                       
---------------------------                                  
John J. Burke



THE PLAN.

      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
(or other persons who  administer  the West Essex Bank, FSB 401(k) Savings Plan)
have duly caused this  Registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Caldwell, New Jersey, on  October
28, 1998.


                              WEST ESSEX BANK, FSB 401(K) SAVINGS PLAN

                              By:    /s/ Dennis A. Petrello
                                     ----------------------------
                                     Dennis A. Petrello
                                     West Essex Bank, F.S.B. 401(k) Savings Plan
                                     Plan Administrator




                                       7

<PAGE> 8



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

<TABLE>
<CAPTION>

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

       <S>           <C>                          <C> 
        4            Stock Certificate of         Incorporated herein by reference from the Exhibits           
                     West Essex Bancorp,          of the Registrant's Registration Statement on Form
                     Inc.                         S-1 filed with the SEC and declared effective on
                                                  August 13, 1998.

       23            Radics & Co., LLC            Filed herewith.                                                   9

       24            Power of Attorney            Located on the signature page.                                   10

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22148}]
{"company-data": {"conformed-name": "WEST ESSEX BANCORP INC", "cik": "0001063438", "assigned-sic": "6035", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66271", "film-number": "98732432"}, "business-address": {"street1": "417 BLOOMFIELD AVE", "city": "CALDWELL", "state": "NJ", "zip": "07006", "phone": "9732267911"}, "mail-address": {"street1": "417 BLOOMFIELD AVE", "city": "CALDWELL", "state": "NJ", "zip": "07006"}}
1

    As filed with the Securities and Exchange Commission on October 28, 1998
                                                     Registration No. 333- 
                                                                          ------
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                            WEST ESSEX BANCORP, INC.
  (exact name of registrant as specified in its certificate of incorporation)

    UNITED STATES                   6035                          22-3597632
(state or other             (Primary Standard                   (IRS Employer
jurisdiction of          Classification Code Number)         Identification No.)
incorporation or
organization)               417 BLOOMFIELD AVENUE
                             CALDWELL, NJ 07006
                               (973) 226-7911
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                             WEST ESSEX BANK, FSB
                             401(K) SAVINGS PLAN
                           (Full Title of the Plan)

LEOPOLD W. MONTANARO                                 COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER                LORI M. BERESFORD, ESQUIRE
417 BLOOMFIELD AVENUE                                LESLIE A. MURPHY, ESQUIRE
CALDWELL, NJ  07006                                  MULDOON, MURPHY & FAUCETTE
(973) 226-7911                                       5101 WISCONSIN AVENUE, N.W.
                                                     WASHINGTON, D.C. 20016
(Name, address, including zip code, and telephone    (202) 362-0840
number, including area code, of agent for service)

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(2)             Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock                  51,643
        $.01 par Value                 Shares             $10.0625 (3)               $519,661                 $144

         Participation
           Interests                     (4)                                         $519,661                  (5)
=========================================================================================================================

(1)  Together  with  an indeterminate number of additional shares which may be  necessary to  adjust the number of shares
     reserved for issuance pursuant to the West Essex Bank, FSB 401(k) Savings Plan (the "Plan") as the result of a stock
     split, stock dividend or similar adjustment of the outstanding  Common Stock of West Essex Bancorp, Inc. pursuant to
     17  C.F.R. section  230.416(a).
(2)  Estimated solely  for the purpose of calculating the registration fee.
(3)  The last  sale price of the common stock of  West Essex  Bancorp,  Inc.  (the  "Common  Stock") as  reported  on the
     Nasdaq  Stock  Market  ("Nasdaq") on  October 12, 1998 in accordance with 17 C.F.R. section 230.457(c).
(4)  In  addition,  pursuant to 17 C.F.R. section 230.416(c), this  registration  statement also covers  an indeterminate
     amount of interests to be offered or  sold pursuant to the  employee benefit plan  described  herein based upon  the
     maximum amount that could be issued under the plan pursuant to 17 C.F.R. section 230.457(h).
(5)  In accordance with 17 C.F.R. section 230.457(h), the registration fee has been calculated on the basis of the number
     of shares of  Common Stock that  may be purchased  with the current assets of such Plan.  Accordingly,  no  separate
     fee is required for the participation interests.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 10
Exhibit Index begins on Page 6
2

WEST ESSEX BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the  information for West Essex Bank, FSB
401(k)  Savings  Plan  ("401(k)  Plan")  required by Part I of the  Registration
Statement  will be sent or  given  to the  participants  in the  401(k)  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.

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  Prospectus  filed  with the SEC by the  Registrant  (File  No.
333-56729)  pursuant to Rule  424(b)(3) on August 21, 1998,  which  includes the
consolidated  statements  of  financial  condition  of West Essex Bank,  FSB and
Subsidiary  (the  "Bank") as of as of March 31, 1998  (unaudited),  December 31,
1997 and 1996, and the related consolidated statements of income,  comprehensive
income,  retained earnings,  and cash flows for the three months ended March 31,
1998 (unaudited) and for each of the three years in the three-year  period ended
December 31, 1997,  together  with the related  notes and the report of Radics &
Co., LLC, independent auditors.

         (b) The Plan's  annual  report on Form 11-K for the  fiscal  year ended
December 31, 1997,  which  includes the  statements of net assets  available for
plan  benefits  of the Plan as of December  31,  1997 and 1996,  and the related
statements  of income and changes in plan equity for the three year period ended
December 31, 1997,  together with the related notes and schedules as required by
ERISA filed with the SEC on October 28, 1998.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-29770),  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 August 6, 1998, and declared effective
August 13, 1998 as  incorporated  by reference from the Company's Form S-1 (File
No. 333-56729) declared effective on August 13, 1998.

         (d) All  documents  filed by the  Company  and the 401(k)  Plan,  where
applicable,  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 401(k)  Plan has been
registered  pursuant  to  Section  12(g) 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 West Essex Bank,
FSB and  Subsidiary  (the "Bank") (the  registrant  did not receive any proceeds
until after the effective date and therefore had no assets or liabilities) as of
as of March 31, 1998  (unaudited),  December 31, 1997 and 1996,  and the related
consolidated statements of income,  comprehensive income, retained earnings, and
cash flows for the periods ended March 31, 1998  (unaudited) and for each of the
three years in the three-year period ended December 31, 1997,  together with the
related notes and the report of Radics & Co., LLC, independent  auditors,  dated
March 6, 1998 (except for the tenth paragraph of note 15 as to which the date is
April 8, 1998)  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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

         Article XII of the Registrant's Bylaws provides as follows:

ARTICLE XII:  INDEMNIFICATION

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

         This indemnification  provision is consistent with the Office of Thrift
Supervision Regulation 12 C.F.R. section 545.121.

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 West Essex Bancorp, Inc.1

                                     3
4

         8           Tax Opinion not  required.  The Registrant has submitted or
                     hereby  undertakes  to  submit  the  401(k)  Plan  and  any
                     amendment thereto  to  the Internal Revenue Service ("IRS")
                     in a  timely manner  and  has made or will make all changes
                     required by the IRS  in order to qualify the plan.
         23          Consent of Radics & Co., LLC.
         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. 333-56729),  as
   amended, and declared effective on August 13, 1998.

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 SEC  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

                                            4
5

                  Act that is  incorporated  by  reference  in the  Registration
                  Statement shall be deemed to be a new  Registration  Statement
                  relating to the securities  offered therein,  and the offering
                  of such  securities  at that  time  shall be  deemed to be the
                  initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  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 and will be governed by the final adjudication of
such issue.

                                      5
6

                                  SIGNATURES

         Pursuant to the  requirements of the Securities Act of 1933, West Essex
Bancorp,  Inc. certifies that is 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 Caldwell, New Jersey on October 28, 1998.

                                     WEST ESSEX BANCORP, INC.

                                     By:  /s/ Leopold W. Montanaro
                                          ---------------------------------
                                          Leopold W. Montanaro
                                          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  constitutes and appoints Leopold W. Montanaro and Dennis A. Petrello,  as
his 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.

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

/s/ Leopold W. Montanaro      Director, President and Chief   October 28, 1998
---------------------------   Executive Officer   
Leopold W. Montanaro          (principal executive officer)

/s/ Dennis A. Petrello        Executive Vice President and    October 28, 1998
---------------------------   Chief Financial Officer
Dennis A. Petrello            (principal accounting and
                              financial officer)

/s/ William J. Foody          Director and Chairman of the    October 28, 1998
---------------------------   Board                     
William J. Foody   

/s/ David F. Brandley         Director                        October 28, 1998
---------------------------                         
David F. Brandley

                                       6
7

                              Director                                        
---------------------------                                 
Everett N. Leonard

                              Director                       
---------------------------                              
James P. Vreeland

                               Director                       
---------------------------                                  
John J. Burke

THE PLAN.

      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
(or other persons who  administer  the West Essex Bank, FSB 401(k) Savings Plan)
have duly caused this  Registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Caldwell, New Jersey, on  October
28, 1998.

                              WEST ESSEX BANK, FSB 401(K) SAVINGS PLAN

                              By:    /s/ Dennis A. Petrello
                                     ----------------------------
                                     Dennis A. Petrello
                                     West Essex Bank, F.S.B. 401(k) Savings Plan
                                     Plan Administrator

                                       7
8

                                 EXHIBIT INDEX
                                 -------------
Sequentially
                                                                                                              Numbered
                                                                                                                Page
   Exhibit No.       Description                       Method of Filing                                       Location
-----------------    ------------------------    -----------------------------------------------------    ----------------
4            Stock Certificate of         Incorporated herein by reference from the Exhibits           
                     West Essex Bancorp,          of the Registrant's Registration Statement on Form
                     Inc.                         S-1 filed with the SEC and declared effective on
                                                  August 13, 1998.

       23            Radics & Co., LLC            Filed herewith.                                                   9

       24            Power of Attorney            Located on the signature page.                                   10