<PAGE> 1

   As filed with the Securities and Exchange Commission on August 9, 1999
                                                  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 jurisdiction of     (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                              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 BANCORP, INC.
                         1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

LEOPOLD W. MONTANARO                            COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           LORI M. BERESFORD, ESQUIRE
417 BLOOMFIELD AVENUE                           SUZANNE A. WALKER, ESQUIRE
CALDWELL, NJ  07006                             MULDOON, MURPHY & FAUCETTE LLP
(973) 226-7911                                  5101 WISCONSIN AVENUE, N.W.
                                                WASHINGTON, D.C.  20016
                                                (202) 362-0840
(Name, address, including zip code, and
telephone 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>
====================================================================================================
                                                   PROPOSED
  TITLE OF EACH CLASS OF        AMOUNT TO BE     PURCHASE PRICE   ESTIMATED AGGREGATE  REGISTRATION
SECURITIES TO BE REGISTERED    REGISTERED (1)      PER SHARE       OFFERING PRICE(2)       FEE
----------------------------------------------------------------------------------------------------
   <S>                           <C>               <C>               <C>                   <C>
    Common Stock                  184,711
   $.01 par Value                Shares(3)         $9.50(4)          $1,754,755            $488
----------------------------------------------------------------------------------------------------
    Common Stock                   73,884
   $.01 par Value                Shares(5)         $9.75(6)          $  720,369            $201
====================================================================================================
(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 Bancorp, Inc. 1999 Stock-Based Incentive 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 purposes of calculating the registration fee.
(3)Pursuant to  17 C.F.R. Section  230.457(h)(1), represents the total number of
   shares currently reserved or available for issuance upon the exercise of
   stock options pursuant to the Plan.
(4)Weighted average price of $9.50 per share at which options for 166,798 shares
   have been granted to date under the Plan and by $9.75 the market value of the
   Common Stock on July 30, 1999, as determined by the closing price on the
   Nasdaq Stock Market as reported in the Wall Street Journal for 20,613 shares
   for which options have not yet been granted under the Plan.
(5)Pursuant to  17 C.F.R. Section  230.457(h)(1), 73,884  represents  the  total
   number of shares currently available for issuance as stock awards under the
   Plan.
(6)The closing price on the Nasdaq Stock Market as reported in the Wall Street
   Journal on July 30,1999 for 73,884 shares of restricted stock reserved for
   awards under the Plan.
</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 27
Exhibit Index begins on Page 4




<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 the West Essex
Bancorp, Inc. 1999 Stock- based Incentive Plan ("Incentive Plan") required by
Part I of the Registration Statement will be sent or given to the participants
in the Incentive 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) West Essex Bancorp, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, which includes
the consolidated statements of financial condition of the Company and
Subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, comprehensive income, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1998, together with the related notes and the report of the independent auditors
filed with the SEC on March 30, 1999 (File No.001-14383).

      (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended September 30, 1998 (File No. 001-14383), filed with the SEC on November
13, 1998.

      (c) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 1999 (File No. 001-14383), filed with the SEC on May 14, 1999.

      (d) 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.

      (e) All documents filed by the Company and the Incentive 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 Incentive 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

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

      The consolidated financial statements incorporated in this Registration
 Statement by reference from the Company's Annual Report of Form 10-K for the
year ended December 31, 1998 have been audited by Radics & Co., LLC, independent
auditors, as stated in their reports, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority 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.







                                      3

<PAGE> 4



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):

        3.1    Articles of Incorporation of West Essex Bancorp, Inc.1
        3.2    Bylaws of West Essex Bancorp, Inc.1
        4.0    West Essex Bancorp, Inc. 1999 Stock-based Incentive Plan
        5.0    Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
               the Common Stock registered hereby.
       23.1    Consent of Muldoon, Murphy & Faucette LLP (contained in the
               opinion included as Exhibit 5)
       23.2    Consent of Radics & Co., LLC
       24      Powers of Attorney (contained 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.

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;



                                      4

<PAGE> 5



      (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 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 August 9, 1999.

                                      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   August 9, 1999
--------------------------      Executive Officer
Leopold W. Montanaro            (principal executive officer)


/s/ Dennis A. Petrello          Executive Vice President and    August 9, 1999
--------------------------      Chief Financial Officer
Dennis A. Petrello              (principal accounting and
                                financial officer)


/s/ William J. Foody            Director and Chairman of the    August 9, 1999
--------------------------      Board
William J. Foody


/s/ David F. Brandley           Director                        August 9, 1999
--------------------------
David F. Brandley



                                        6

<PAGE> 7




/s/ Everett N. Leonard          Director                         August 9, 1999
---------------------------
Everett N. Leonard


/s/ James P. Vreeland           Director                         August 9,1999
---------------------------
James P. Vreeland


/s/ John J. Burke               Director                        August 9, 1999
---------------------------
John J. Burke









                                        7
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{"company-data": {"conformed-name": "WEST ESSEX BANCORP INC", "cik": "0001063438", "assigned-sic": "6035", "irs-number": "223597632", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84785", "film-number": "99681336"}, "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 August 9, 1999
                                                  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 jurisdiction of     (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                              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 BANCORP, INC.
                         1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

LEOPOLD W. MONTANARO                            COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER           LORI M. BERESFORD, ESQUIRE
417 BLOOMFIELD AVENUE                           SUZANNE A. WALKER, ESQUIRE
CALDWELL, NJ  07006                             MULDOON, MURPHY & FAUCETTE LLP
(973) 226-7911                                  5101 WISCONSIN AVENUE, N.W.
                                                WASHINGTON, D.C.  20016
                                                (202) 362-0840
(Name, address, including zip code, and
telephone 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 /
                                                     ----
====================================================================================================
                                                   PROPOSED
  TITLE OF EACH CLASS OF        AMOUNT TO BE     PURCHASE PRICE   ESTIMATED AGGREGATE  REGISTRATION
SECURITIES TO BE REGISTERED    REGISTERED (1)      PER SHARE       OFFERING PRICE(2)       FEE
----------------------------------------------------------------------------------------------------
Common Stock                  184,711
   $.01 par Value                Shares(3)         $9.50(4)          $1,754,755            $488
----------------------------------------------------------------------------------------------------
    Common Stock                   73,884
   $.01 par Value                Shares(5)         $9.75(6)          $  720,369            $201
====================================================================================================
(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 Bancorp, Inc. 1999 Stock-Based Incentive 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 purposes of calculating the registration fee.
(3)Pursuant to  17 C.F.R. Section  230.457(h)(1), represents the total number of
   shares currently reserved or available for issuance upon the exercise of
   stock options pursuant to the Plan.
(4)Weighted average price of $9.50 per share at which options for 166,798 shares
   have been granted to date under the Plan and by $9.75 the market value of the
   Common Stock on July 30, 1999, as determined by the closing price on the
   Nasdaq Stock Market as reported in the Wall Street Journal for 20,613 shares
   for which options have not yet been granted under the Plan.
(5)Pursuant to  17 C.F.R. Section  230.457(h)(1), 73,884  represents  the  total
   number of shares currently available for issuance as stock awards under the
   Plan.
(6)The closing price on the Nasdaq Stock Market as reported in the Wall Street
   Journal on July 30,1999 for 73,884 shares of restricted stock reserved for
   awards under the Plan.
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 27
Exhibit Index begins on Page 4
2

WEST ESSEX BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the West Essex
Bancorp, Inc. 1999 Stock- based Incentive Plan ("Incentive Plan") required by
Part I of the Registration Statement will be sent or given to the participants
in the Incentive 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) West Essex Bancorp, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended December 31, 1998, which includes
the consolidated statements of financial condition of the Company and
Subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, comprehensive income, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1998, together with the related notes and the report of the independent auditors
filed with the SEC on March 30, 1999 (File No.001-14383).

      (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended September 30, 1998 (File No. 001-14383), filed with the SEC on November
13, 1998.

      (c) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 1999 (File No. 001-14383), filed with the SEC on May 14, 1999.

      (d) 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.

      (e) All documents filed by the Company and the Incentive 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 Incentive 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

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

      The consolidated financial statements incorporated in this Registration
 Statement by reference from the Company's Annual Report of Form 10-K for the
year ended December 31, 1998 have been audited by Radics & Co., LLC, independent
auditors, as stated in their reports, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority 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.

                                      3
4

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):

        3.1    Articles of Incorporation of West Essex Bancorp, Inc.1
        3.2    Bylaws of West Essex Bancorp, Inc.1
        4.0    West Essex Bancorp, Inc. 1999 Stock-based Incentive Plan
        5.0    Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
               the Common Stock registered hereby.
       23.1    Consent of Muldoon, Murphy & Faucette LLP (contained in the
               opinion included as Exhibit 5)
       23.2    Consent of Radics & Co., LLC
       24      Powers of Attorney (contained 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.

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;

                                      4
5

      (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 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
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                                  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 August 9, 1999.

                                      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   August 9, 1999
--------------------------      Executive Officer
Leopold W. Montanaro            (principal executive officer)

/s/ Dennis A. Petrello          Executive Vice President and    August 9, 1999
--------------------------      Chief Financial Officer
Dennis A. Petrello              (principal accounting and
                                financial officer)

/s/ William J. Foody            Director and Chairman of the    August 9, 1999
--------------------------      Board
William J. Foody

/s/ David F. Brandley           Director                        August 9, 1999
--------------------------
David F. Brandley

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/s/ Everett N. Leonard          Director                         August 9, 1999
---------------------------
Everett N. Leonard

/s/ James P. Vreeland           Director                         August 9,1999
---------------------------
James P. Vreeland

/s/ John J. Burke               Director                        August 9, 1999
---------------------------
John J. Burke

                                        7