UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-A

              FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     PEAPACK-GLADSTONE FINANCIAL CORPORATION
                     ---------------------------------------
                            a New Jersey corporation

                  I.R.S. Employer Identification No. 22-2491488

                               158 ROUTE 206 NORTH
                           GLADSTONE, NEW JERSEY 07934
                                 (908) 234-0700


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If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), please check the following box. X


If this form  relates to the  registration  of a class  securities  pursuant  to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), please check the following box.


Securities to be registered pursuant to Section 12(b) of the Act:

         Title of Class to be Registered             Name of Exchange
         -------------------------------             ----------------

         Common Stock, no par value                  The American Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:


                                      None

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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED


         The   authorized   capital   stock   of   Peapack-Gladstone   Financial
Corporation,  ("Peapack")  presently  consists  of  10,000,000  shares of common
stock, no par value ("Peapack Common Stock").  As of August 11, 2000,  2,893,767
shares of Peapack Common Stock were issued and outstanding and 259,081 shares of
Peapack  Common  Stock were  issuable  upon the exercise of stock  options.  The
capital stock of Peapack to be registered  on The American  Stock  Exchange (the
"Exchange") is the Peapack Common Stock.

         Dividend Rights

         The holders of Peapack Common Stock are entitled to receive  dividends,
when,  as and if  declared  by the Board of  Directors  of Peapack  out of funds
legally available.  The only statutory limitation is that such dividends may not
be paid when Peapack is insolvent. Because funds for the payment of dividends by
Peapack come primarily from the earnings of Peapack's  bank  subsidiaries,  as a
practical matter,  restrictions on the ability of those bank subsidiaries to pay
dividends act as  restrictions  on the amount of funds available for the payment
of dividends by Peapack.

         Peapack is also  subject  to  certain  Federal  Reserve  Board  ("FRB")
policies  which  may,  in  certain  circumstances,  limit  its  ability  to  pay
dividends.  The FRB policies  require,  among other things,  that a bank holding
company  maintain a minimum  capital  base.  The FRB would most  likely  seek to
prohibit any dividend  payment  which would reduce a holding  company's  capital
below such minimum amount.

         Voting Rights

         At  meetings  of  shareholders,  holders  of Peapack  Common  Stock are
entitled  to one vote per  share.  The quorum for  shareholders'  meetings  is a
majority of the outstanding  shares entitled to vote represented in person or by
proxy.  Except as indicated below, all actions and authorizations to be taken or
given by  shareholders  require the  approval of a majority of the votes cast by
holders of Peapack Common Stock at a meeting at which a quorum is present.

         If any corporation, banking institution, person or entity ("Entity") is
either (a) the beneficial owner, directly or indirectly,  of more than 5% of the
outstanding shares of any class of stock of the corporation  entitled to vote in
the election of directors or the assignee of, or otherwise the successor to, any
shares of such stock of the corporation from a corporation, banking institution,
person or entity  which  within the two-year  period  immediately  prior to such
record date was a more than 5%  beneficial  owner (where any such  assignment or
succession occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of that term under the Securities
Act of 1933, as amended);  or (b) is an affiliate (as defined in the  Securities
and Exchange Act of 1934) of the corporation and at any time within the two-year
period immediately prior to such record date was the beneficial owner,  directly
or indirectly,  of more than 5% of the outstanding  shares of any class of stock
of the corporation  entitled to vote in the election of directors and engages in
any of the following transactions, the transaction is subject to approval by the
affirmative vote of 80% of the shareholders  entitled to vote in the election of
directors.  These transactions  include:  (i) any merger or consolidation of the
corporation with or into any other corporation,  banking institution,  person or
entity; or (ii) any sale, lease, exchange,  mortgage,  pledge, transfer or other
disposition (in one transaction or series of  transactions)  of assets or of the
deposit liabilities of the corporation which, in the case of either assets or of
deposit  liabilities,  total  10% or more of the  value of the  assets or of the
deposit  liabilities of the  corporation  on a  consolidated  basis to any other
corporation,  banking  institution,  person or entity; or (iii) any sale, lease,
exchange,  mortgage pledge, transfer or other disposition (in one transaction or
a  series  of  transactions)  to the  corporation  of any  assets  of any  other
corporation,  banking  institution,  person  or entity in  exchange  for  voting
securities (or securities convertible into or exchangeable for voting securities
or any  options,  warrants  or rights to  purchase  any of the same) of the bank
constituting  after giving  effect to any  conversion,  exchange or right) 5% or
more of the  outstanding  voting  securities  of the  corporation;  or (iv)  any
reclassification of securities,  or recapitalization of the corporation proposed
by, on behalf of or  pursuant  to any  arrangement  with any other  corporation,
banking  institution,  person  or  entity  which  has the  effect,  directly  or
indirectly,  of increasing the proportionate share of the outstanding securities
of the corporation of which that other corporation,  banking institution, person
or entity is the beneficial  owner; or (v) the issuance (in one transaction or a
series of transactions) to any other corporation, banking institution, person or
entity, of voting securities (or securities convertible into or exchangeable for
voting  securities  or any  options,  warrants or rights to purchase  any of the
same) of the  corporation  constituting  (after giving effect to any conversion,
exchange  or  right)  5% or more of the  outstanding  voting  securities  of the
corporation; or (vi) the adoption of any plan or proposal for the liquidation or
dissolution  of the  corporation  proposed  by, on behalf of or  pursuant to any
arrangement with any other corporation, banking institution, person or entity;

         In  any of  these  transactions,  the  affirmative  vote  of 80% of the
shareholders  entitled to vote in the  election of  directors is not required if
(i) at least two-thirds of the Board of Directors approved the transaction prior
to the time that the Entity or  affiliate  became the  beneficial  owner of more
than 5% of the outstanding  shares of any class of stock entitled to vote in the
election of  directors;  (ii) the  transaction  is a merger,  consolidation,  or
disposition to any other banking  institution or corporation of which a majority
of the outstanding  shares of all classes of stock entitled to vote in elections
of  directors  is owned of record or  beneficially  by the  corporation  and its
subsidiaries  (if any) and so long as, if the  corporation  is not the surviving
banking institution, each beneficial owner of shares of stock of the corporation
receives the same type of  consideration  in such transaction and the provisions
of this rule are  continued  in  effect or  adopted  by such  surviving  banking
institution  as  part  of  its  certificate  of  incorporation;   or  (iii)  the
transaction  is required or ordered by any Federal or state  regulatory  agency;
provided the Board of  Directors  referred to in (i) of this  paragraph  passing
upon such transaction shall be comprised of a majority of continuing  directors,
i.e.,  members  of such  Board  who  were  elected  by the  stockholders  of the
corporation prior to that time, that any such stockholder  became the beneficial
owner, directly or indirectly,  of more than 5% of any class of the stock of the
corporation,  entitled to vote in elections of directors,  or who were appointed
to succeed a continuing director by a majority of continuing directors.


         The Board of Directors is elected by the shareholders each year and the
directors  serve  until  their  respective   successors  are  duly  elected  and
qualified.  The number of  directors is not less than five and not more than 25.
The exact number of directors shall be determined by the Board of Directors.

         Shareholders  may remove any director  from office for cause or without
cause by the  affirmative  vote of the  majority of the votes cast by holders of
shares entitled to vote for the election of directors.

         Liquidation Rights

         In the event of a  liquidation,  holders  of Peapack  Common  Stock are
entitled to receive ratably any assets distributed to shareholders.

         Assessment and Redemption

         All  outstanding  shares of  Peapack  Common  Stock are fully  paid and
nonassessable.  Peapack  Common  Stock is not  redeemable  at the  option of the
issuer or the holders thereof.

         Preemptive and Conversion Rights

         Holders  of  Peapack  Common  Stock do not have  conversion  rights  or
preemptive rights with respect to any securities of Peapack.






ITEM 2.  EXHIBITS


         1.       All  exhibits  required  by  Instructions  to  Item 2 will  be
                  supplied to The American Stock Exchange.













                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                             PEAPACK-GLADSTONE
                                             FINANCIAL CORPORATION

                                             ARTHUR BIRMINGHAM
                                          By:_____________________
                                             Arthur Birmingham
                                             Senior Vice President

Dated: October 27, 2000