8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 22, 2004
                                                           -------------

                       PROVIDENT FINANCIAL SERVICES, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                       1-31566                 42-1547151
- ----------------------------      ---------------------      -------------------
(State or other jurisdiction      (Commission File No.)         (IRS Employer
 of incorporation)                                           Identification No.)



830 Bergen Avenue, Jersey City, New Jersey                        07306-4599
- ------------------------------------------                    ------------------
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code:  (201) 333-1000
                                                     --------------


                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)







Item 5.           Other Events and Required FD Disclosure

         On July 22, 2004, Provident Financial Services, Inc. ("Provident")
issued a press release announcing the distribution and payment of cash, shares
of Provident common stock or a combination of cash and shares of Provident
common stock to former stockholders of First Sentinel Bancorp, Inc. A copy of
the press release, dated as of July 22, 2004, is attached hereto as Exhibit
99.1.

Item 7.           Financial Statements and Exhibits

     (a)  Not Applicable.

     (b)  Not Applicable.

     (c)  Exhibits.

             Exhibit No.                      Description
             -----------                      -----------

               99.1                           Press release dated July 22, 2004.






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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                            PROVIDENT FINANCIAL SERVICES, INC.



DATE:  July 23, 2004               By :     /s/ Paul M. Pantozzi
                                            --------------------------------
                                            Paul M. Pantozzi
                                            Chairman and Chief Executive Officer







                                       3




                                  EXHIBIT INDEX


Exhibit           Description
- -------           -----------

99.1              Press release dated July 22, 2004.








                                       4

EX-99.1

                                  NEWS RELEASE
                 Provident Financial Services, Inc. (NYSE: PFS)
Contact:

Kenneth J. Wagner
Senior Vice President
Investor Relations
Provident Financial Services, Inc.
830 Bergen Avenue
Jersey City, NJ  07306
201-915-5344


FOR IMMEDIATE RELEASE: July 22, 2004

          Provident Financial Services, Inc. Announces Final Payment of
                      First Sentinel Merger Consideration

JERSEY CITY, N.J.--Provident Financial Services, Inc. (NYSE: PFS) ("Provident")
announced today that final merger consideration of cash, shares of Provident
common stock and cash in lieu of fractional shares has been distributed to
former stockholders of First Sentinel Bancorp, Inc. ("First Sentinel"). The
acquisition of First Sentinel was completed on July 14, 2004, and, pursuant to
the terms of the Agreement and Plan of Merger, 60% of First Sentinel common
stock was converted into Provident common stock at an exchange rate of 1.092
Provident shares per each First Sentinel share, and 40% was converted into
$22.25 in cash for each First Sentinel share.

Accordingly, First Sentinel stockholders who made a stock election for all or a
portion of their shares of First Sentinel common stock received 1.092 shares of
Provident common stock for each of their stock election shares. The cash
consideration was oversubscribed. First Sentinel stockholders who made a cash
election for all or a portion of their shares received the cash consideration of
$22.25 per share for 63.4789465% of their cash election shares and 1.092 shares
of Provident common stock for the remaining 36.5210535% of their cash election
shares. First Sentinel stockholders who elected "No Preference" or who did not
make a valid election received 1.092 shares of Provident common stock for each
of their First Sentinel shares. No fractional shares of Provident common stock
were issued. In lieu of such fractional shares, Provident paid cash at the rate
of $17.01 per whole share.

Provident is the holding company for The Provident Bank. Provident reported
assets of $4.26 billion as of March 31, 2004. With the addition of the former
First Savings Bank's 22 branches, The Provident Bank now has over $6 billion in
assets and $4 billion in deposits and serves its customers via a network of 76
branches throughout northern and central New Jersey.

This news release may contain forward-looking statements, as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such




forward-looking statements are subject to risks and uncertainties which could
cause actual results to differ materially from those currently anticipated due
to a number of factors, which include, but are not limited to, factors discussed
in documents filed by Provident with the Securities and Exchange Commission from
time to time. Provident undertakes no obligation to update these forward-looking
statements to reflect events or circumstances that occur after the date on which
such statements were made. Access the filings and other financial and business
information regarding the Company at www.providentnj.com.