UNITED STATES
                       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): April 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 7. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Exhibits.

             Exhibit No.                    Description
             ----------                     -----------
               99                           Press release dated April 22, 2004

Item 12. Results of Operations and Financial Condition.

     On April  22,  2004,  Provident  Financial  Services,  Inc.  announced  its
earnings for the quarter ended March 31, 2004. A copy of the press release dated
April 22, 2004,  detailing earnings for this period is attached as Exhibit 99 to
this report.






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











                                   EXHIBIT 99

               PRESS RELEASE OF PROVIDENT FINANCIAL SERVICES, INC.





                                  NEWS RELEASE
                    Provident Financial Services (NYSE: PFS)
                    ----------------------------------------

Contact:

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

FOR IMMEDIATE RELEASE: April 22, 2004

Provident  Financial  Services,  Inc. Announces  Quarterly Earnings and Declares
Quarterly Dividend


JERSEY CITY, NJ, April 22, 2004 - Provident Financial Services,  Inc. (NYSE:PFS)
reported  net income of $10.3  million  for the quarter  ended  March 31,  2004,
compared to a net loss of ($6.4)  million for the quarter  ended March 31, 2003.
The net loss for the  quarter  ended  March 31,  2003 was due  primarily  to the
one-time  expense  associated with the $15.6 million  contribution net of tax to
The Provident Bank  Foundation.  The Company reported basic and diluted earnings
per share of $0.19 for the quarter ended March 31, 2004, compared to a basic and
diluted loss per share of ($0.12) for the quarter ended March 31, 2003.

"Our  fundamental  earnings  measurements  continued to show improvement in this
year's first  quarter,"  said Paul M.  Pantozzi,  the Company's  Chairman of the
Board,  CEO and President.  "The reported net interest margin of 3.50% climbed 9
basis  points  above the level of the  trailing  quarter,  and our  non-interest
income categories,  particularly fee income, continued their positive trend. Net
income was  augmented by gains on  earning-asset  sales that  resulted  from our
ongoing management of interest rate risk."

Mr.  Pantozzi  added,  "Our ability to generate  commercial  real estate  loans,
including construction loans, as well as commercial & industrial loans was amply
demonstrated  in the first quarter of 2004.  The balances  outstanding  in these
combined  categories  grew  $61.3  million  or 6.89%  compared  to the  balances
reported  at  year-end  2003.  This has  contributed  incrementally  toward  our
strategic goal of maintaining an even mix of commercial and consumer loan assets
in the overall loan portfolio."

"Meanwhile,  our integration plans for the pending acquisition of First Sentinel
Bancorp,  Inc. have been proceeding on schedule.  We continue to look forward to
the successful  completion of this transaction at the end of the second quarter,
as planned, subject to regulatory and stockholder approvals. The stockholders of
both companies will vote on the  transaction  at annual  meetings  scheduled for
June 23, 2004." .

COMPARISON OF OPERATING RESULTS

Total net interest  income  increased $2.1 million or 6.64% to $34.4 million for
the quarter ended March 31, 2004 compared to $32.3 million for the quarter ended
March 31, 2003. Interest income for the first quarter of 2004 decreased $191,000




or 0.40% to $47.0 million  compared to $47.2 million for the comparable  quarter
in 2003.  Income on all loans secured by real estate  increased  $1.8 million or
8.42% to $23.2  million for the three  months  ended March 31, 2004  compared to
$21.4  million for the three months ended March 31, 2003.  Income on  commercial
loans decreased $1.7 million or 30.0% to $3.9 million for the three months ended
March 31, 2004  compared to $5.6  million for the three  months  ended March 31,
2003, which amount included $2.3 million in mortgage  warehouse interest income.
The Company sold substantially all of its mortgage warehouse loans in the fourth
quarter of 2003.  Interest  expense  decreased  $2.3 million or 15.64 % to $12.6
million for the quarter  ended March 31, 2004  compared to $14.9 million for the
quarter ended March 31, 2003. Due to the continued  decline in interest rates on
deposits,  interest expense on deposits decreased $4.3 million. Interest expense
on  borrowings  increased  $2.0  million  due  to  an  increase  in  outstanding
borrowings  used to fund  commercial  real estate loan  commitments and leverage
transactions.

The average  balance of investment  securities  held to maturity and  securities
available  for sale  increased  $28.5  million to $1.63  billion for the quarter
ended March 31, 2004 from $1.60  billion for the quarter  ended March 31,  2003.
The average  balance of net loans  increased  $241.7  million or 12.31% to $2.20
billion for the quarter  ended March 31, 2004  compared to $1.96 billion for the
comparable  quarter  in 2003.  The  average  yield on  interest  earning  assets
decreased 37 basis points to 4.79% for the quarter ended March 31, 2004 compared
to 5.16% for the comparable  quarter in 2003,  primarily due to the reinvestment
of cash from loan and mortgage-backed  securities  prepayments in lower yielding
loans and  investments.  Compared to the trailing  quarter the yield on interest
earning assets improved 12 basis points to 4.79% from 4.67%.

Average core deposit  account  balances  increased  $159.0  million or 10.04% to
$1.74  billion for the first  quarter  ended  March 31,  2004  compared to $1.58
billion at March 31, 2003. Core deposit  accounts  consist of all demand deposit
and savings accounts.  Average time deposit balances  decreased $95.5 million or
9.21% to $941.5  million for the quarter  ended March 31, 2004 compared to $1.04
billion for the comparable quarter in 2003. Average borrowings  increased $272.4
million  or  65.48% to $688.5  million  for the  quarter  ended  March 31,  2004
compared to $416.0  million for the quarter  ended March 31,  2003.  The average
cost of interest bearing liabilities  decreased 50 basis points to 1.67% for the
quarter  ended March 31, 2004  compared to 2.17% for the quarter ended March 31,
2003, and compared to the trailing quarter, the average cost of interest bearing
liabilities increased 3 basis points.

Net  interest  margin  decreased 3 basis  points to 3.50% for the quarter  ended
March 31,  2004  compared to 3.53% for the quarter  ended  March 31,  2003,  and
compared to the  trailing  quarter,  the net interest  margin  increased 9 basis
points.  The  interest  rate spread  increased  13 basis points to 3.12% for the
quarter  ended March 31, 2004  compared to 2.99% for the  comparable  quarter in
2003, and compared to the trailing quarter, the interest rate spread increased 9
basis points.

Non-interest  income  increased  $2.2  million or 39.78% to $7.7 million for the
quarter ended March 31, 2004 compared to $5.5 million for the comparable  period
in 2003. Fees on retail accounts  increased  $572,000 or 14.11% to $4.63 million
at March 31,  2004  compared to $4.05  million  for the quarter  ended March 31,
2003. This increase is primarily  attributable to fee income associated with the
introduction  of overdraft  privilege  on retail  checking  accounts  during the
fourth quarter of 2003.  Income associated with the cash surrender value of bank
owned life  insurance  increased  $185,000 or 23.07% to $907,000 for the quarter
ended March 31, 2003  compared to $802,000 for the quarter ended March 31, 2003.
This increase was due to an  additional  purchase of $20.0 million of bank owned
life insurance late in the first quarter of 2003. During the quarter ended March
31, 2004 the Company recorded net gains of $431,000 on securities sales compared
to a net loss of  $4,000  in the same  prior  period.  Net  gains on the sale of
mortgage-backed  securities  were  $174,000  and  gains  on the  sale of  equity
securities  were $257,000.  Other income  increased  $952,000 or 171.53% to $1.5
                                       2


million in the first  quarter of 2004  compared to  $555,000  in the  comparable
quarter of 2003.  During the first  quarter  the Company  sold $72.0  million of
fixed rate 30- and 20-year residential  mortgages as part of an ongoing strategy
to reduce  interest  rate risk.  During the quarter  ended March 31,  2004,  the
Company recorded gains of $1.3 million on the sale of residential mortgage loans
compared to gains of $288,000 in the same prior  period.  Proceeds from the sale
of  loans  and  mortgage-backed   securities  were  used  to  reduce  short-term
borrowings and reposition the balance sheet.

Non-interest  expense decreased $20.9 million or 43.90% to $26.7 million for the
quarter  ended March 31, 2004  compared to $47.5  million for the quarter  ended
March 31, 2003. The decrease in non-interest expense for the quarter ended March
31,  2004 is  primarily  due to the  one-time  expense  associated  with the $24
million  contribution  to The Provident Bank Foundation that was recorded in the
first  quarter of 2003.  Salary and benefit  expense  increased  $2.4 million or
19.8% to $14.4  million for the three  months  ended March 31, 2004  compared to
$12.0  million for the three  months  ended  March 31,  2003.  This  increase is
primarily  attributable  to  expenses  related  to stock  based  benefit  plans.
Expenses  associated with the employee stock ownership plan amounted to $747,000
at March 31,  2004  compared to  $516,000  at March 31,  2003.  Stock award plan
expense in the  amount of $1.3  million  and stock  option  plan  expense in the
amount of $910,000 were recorded in the first quarter of 2004,  while there were
no expenses  associated  with these plans in the comparable  period in 2003. The
Company has adopted the fair value based method,  SFAS No. 123  "Accounting  for
Stock Based Compensation" to recognize  compensation  expense on all outstanding
stock option awards from the time of grant.

The  provision for loan losses for both the quarter ended March 31, 2004 and the
quarter  ended March 31, 2003 was  $600,000.  The  allowance for loan losses was
$20.6  million  or 0.91% of total  loans at March  31,  2004  compared  to $21.0
million or 1.05% of total loans at March 31, 2003 and $20.6  million or 0.92% of
total loans at December 31,  2003.  At March 31, 2004,  the  allowance  for loan
losses as a percentage of non-performing loans increased to 470.56% from 323.27%
at March 31, 2003.

COMPARISON OF FINANCIAL CONDITION

Total  assets at March  31,  2004  decreased  $26.6  million  or 0.62% to $4.258
billion compared to $4.285 billion at December 31, 2003.

Total loans at March 31, 2004 increased  $38.7 million or 1.73% to $2.28 billion
compared to $2.24  billion at December  31,  2003.  Residential  mortgage  loans
decreased $46.2 million or 4.43% to $998.6 million at March 31, 2004 compared to
$1.04  billion at December  31, 2003.  Residential  mortgage  loan  originations
totaled $18.4 million and  purchases of  one-to-four  family loans totaled $49.3
million at March 31, 2004.  Residential  loan  payoffs  totaled  $25.3  million,
excluding scheduled  amortization,  and loans sold totaled $73.0 million for the
quarter  ended March 31, 2004.  Commercial  real estate loans,  including  multi
family  and  construction  loans,  increased  $13.6  million  or 2.12% to $652.3
million at March 31, 2004  compared  to $638.7  million at  December  31,  2003.
Commercial  loans  increased  $47.7 million or 19.03% to $298.5 million at March
31,  2004  compared to $250.8  million at  December  31,  2003.  Consumer  loans
increased $20.5 million or 6.85% to $319.8 million at March 31, 2004 compared to
$299.3  million at December 31, 2003.  In the third  quarter of 2003 the Company
began  purchasing  auto loans for the consumer loan  portfolio.  For the quarter
ended March 31,  2004 auto loans  totaled  $33.0  million or 10.31% of the total
consumer loan  portfolio.  Retail  loans,  which consist of one- to- four family
residential  mortgages and consumer loans,  such as fixed-rate home equity loans
and lines of credit,  totaled $1.32 billion and accounted for 58.23% of the loan
portfolio at March 31, 2004 compared to $1.34 billion or 60.24% of the portfolio
at December 31, 2003.  Commercial  loans,  consisting of commercial real estate,
multi-family,   construction  and  commercial  loans,  totaled  $950.8  million,
accounting for 41.77% of the loan portfolio at March 31, 2004 compared to $889.5
million or 39.76% at  December  31,  2003.  In the fourth  quarter of 2003,  the
Company sold substantially all of its mortgage  warehouse loans,  resulting in a
temporary increase in retail loans as a percentage of the portfolio.  During the
first  quarter of 2004,  the mix of  commercial  loans as a percentage  of total
loans improved due to the increase in commercial and construction  loans and the
decrease in residential mortgage loans.

Investment  securities  held to  maturity  decreased  $10.0  million or 1.93% to
$507.8  million at March 31,  2004,  compared to $517.8  million at December 31,
2003.  Securities  available for sale decreased $148.5 or 12.90% to $1.0 billion
                                       3


at March 31, 2004  compared to $1.15  billion at December 31,  2003.  During the
first quarter of 2004, $81.5 million in mortgage-backed  securities were sold as
part of the Company's ongoing strategy to reduce interest rate risk.

Total  non-performing loans were $4.4 million at March 31, 2004 compared to $6.1
million at December  31, 2003.  Total  non-performing  loans as a percentage  of
total  loans were 0.19% at March 31, 2004 and 0.27% at December  31,  2003.  The
allowance for loan losses as a percentage of non-performing loans was 470.56% at
March 31, 2004 and 336.67% at December 31, 2003.

Total  deposits  decreased  $4.1 million or 0.15% to $2.692 billion at March 31,
2004 from $2.696 billion at December 31, 2003.  Savings deposits  decreased $5.1
million or 0.52% to $982.8  million at March 31, 2004 compared to $987.9 million
at  December  31,  2003.  Core  deposits,  consisting  of all demand and savings
accounts,  decreased  $10.9  million or 0.62% to $1.75 billion at March 31, 2004
from $1.76 billion at December 31, 2003.  At March 31, 2004,  core deposits were
65.1% of total  deposits  compared to 65.4% at December 31, 2003.  Time deposits
increased  $6.8 million or 0.73% to $939.9 million at March 31, 2004 from $933.1
million  at  December  31,  2003  primarily  due  to  certain  large  commercial
relationships shifting from core to time deposit products.

Total borrowed funds decreased $35.0 million or 4.76% to $701.3 million at March
31,  2004 from $736.3  million at  December  31,  2003.  Federal  Home Loan Bank
borrowings  decreased $47.4 million or 6.85% to $644.3 million at March 31, 2004
compared to $691.7 million at December 31, 2003.

On January 22, 2004, the Company's Board of Directors  authorized the repurchase
of  up  to  3,039,630  shares,  or  approximately  5%,  of  the  Company's  then
outstanding shares of common stock. Under the general  repurchase  program,  the
Company  purchased  263,968  shares of its common  stock at an average  price of
$19.53 per share. The Company also purchased  186,532 shares of its common stock
at an average price of $19.06 per share for the stock award plan.

DECLARATION OF QUARTERLY DIVIDEND

On April 22, 2004,  the Company's  Board of Directors  declared a quarterly cash
dividend  of  $0.06  per  common  share,  consistent  with the  prior  quarterly
dividend.  The dividend is payable on May 28, 2004 to  stockholders of record as
of the close of business on May 14, 2004.

PENDING MERGER TRANSACTION

The Company and First Sentinel Bancorp, Inc. have filed a registration statement
with the Securities and Exchange  Commission (SEC).  INVESTORS ARE ENCOURAGED TO
READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, INCLUDING THE JOINT
PROXY  STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT,  BECAUSE
THEY CONTAIN IMPORTANT INFORMATION.  The final joint proxy  statement/prospectus
will be mailed  to  stockholders  of  record  as of April  30,  2004 of both the
Company and First Sentinel  Bancorp,  Inc.  Investors will be able to obtain the
documents  free of charge at the SEC's web site,  www.sec.gov.  Documents  filed
                                                 -------------
with the SEC by the Company may also be obtained by writing John F. Kuntz, Esq.,
Corporate  Secretary,  Provident  Financial  Services,  Inc., 830 Bergen Avenue,
Jersey City,  New Jersey 07306.  Documents  filed with the SEC by First Sentinel
Bancorp,  Inc.  may also be obtained by writing Ann C. Clancy,  Esq.,  Corporate
Secretary,   First  Sentinel  Bancorp,   Inc.,  1000  Woodbridge  Center  Drive,
Woodbridge, New Jersey 07095.

                                       4


The Company and its executive  officers may be deemed to be  participants in the
solicitation  of proxies from the Company's  stockholders in connection with the
merger.  Information  about the Company's  directors and executive  officers and
their   ownership   of  common   stock  is  set   forth  in  the   joint   proxy
statement/prospectus.  Additional  information  regarding  the interests of such
participants  may be obtained  by reading  the joint proxy  statement/prospectus
when it becomes available.

Provident  Financial  Services,  Inc. is the holding  company for The  Provident
Bank.  Founded in 1839,  the Bank  currently  operates 54 full service  branches
throughout northern and central New Jersey.

POST EARNINGS CONFERENCE CALL

Representatives  of the Company  will hold a  conference  call for  investors at
10:00 a.m.  Eastern Time on Friday,  April 23, 2004 regarding  highlights of the
Company's  first  quarter 2004  financial  results.  The call can be accessed by
dialing 1-800-299-8538 (Domestic) or 1-617-786-2902  (International) and stating
the pass code number:  93708434.  Internet  access to the call is also available
(listen only) at www.providentnj.com by going to Investor Relations and clicking
on Webcast.      -------------------

FORWARD LOOKING STATEMENTS

Certain statements contained herein are "forward-looking  statements" within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act  of  1934.  Such  forward-looking  statements  may  be
identified  by  reference  to a  future  period  or  periods,  or by the  use of
forward-looking  terminology,   such  as  "may,"  "will,"  "believe,"  "expect,"
"estimate,"  "anticipate,"  "continue,"  or similar terms or variations on those
terms, or the negative of those terms. Forward-looking statements are subject to
numerous risks and uncertainties,  including,  but not limited to, those related
to the  economic  environment,  particularly  in the  market  areas in which the
Company operates, competitive products and pricing, fiscal and monetary policies
of the U.S. Government,  changes in government  regulations  affecting financial
institutions,  including  regulatory fees and capital  requirements,  changes in
prevailing  interest  rates,   acquisitions  and  the  integration  of  acquired
businesses,  credit risk management,  asset-liability  management, the financial
and securities markets and the availability of and costs associated with sources
of liquidity.

The Company  wishes to caution  readers not to place undue  reliance on any such
forward-looking  statements,  which speak only as of the date made.  The Company
wishes  to advise  readers  that the  factors  listed  above  could  affect  the
Company's financial performance and could cause the Company's actual results for
future periods to differ  materially  from any opinions or statements  expressed
with respect to future periods in any current  statements.  The Company does not
undertake  and  specifically  declines any  obligation  to publicly  release the
result of any revisions,  which may be made to any forward-looking statements to
reflect events or circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

                                       5







                                  PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                        Consolidated Statements of Condition
                                  March 31, 2004 (Unaudited) and December 31, 2003
                                    (Dollars in Thousands, except per share data)

                                Assets                                      March 31, 2004       December 31, 2003
                                                                         ---------------------------------------------
                                                                                                        
Cash and due from banks                                                $              87,780                106,228
Federal funds sold                                                                   118,000                     --
Short-term investments                                                                65,739                 69,624
                                                                         ---------------------------------------------
                    Total cash and cash equivalents                                  271,519                175,852
                                                                         ---------------------------------------------

Investment securities (market value of $517,288 and $524,429                         507,792                517,789
at March 31, 2004 and December 31, 2003, respectively)
Securities available for sale, at fair value                                       1,003,289              1,151,829
Federal Home Loan Bank stock                                                          32,214                 34,585

Loans                                                                              2,276,029              2,237,367
       Less: allowance for loan losses                                                20,620                 20,631
                                                                         ---------------------------------------------
                    Net loans                                                      2,255,409              2,216,736

Other real estate owned, net                                                              32                     41
Banking premises and equipment, net                                                   46,701                 46,741
Accrued interest receivable                                                           16,039                 16,842
Intangible assets                                                                     24,142                 23,938
Bank owned life insurance                                                             72,493                 71,506
Other assets                                                                          28,643                 29,019
                                                                         ---------------------------------------------
                    Total assets                                       $           4,258,273              4,284,878
                                                                         =============================================

                        Liabilities and Equity

Deposits:
       Demand deposits                                                 $             769,208                774,988
       Savings deposits                                                              982,775                987,877
       Certificates of deposit of $100,000 or more                                   161,547                148,306
       Other time deposits                                                           778,394                784,805
                                                                         ---------------------------------------------
                    Total deposits                                                 2,691,924              2,695,976

Mortgage escrow deposits                                                              10,628                 11,061
Borrowed funds                                                                       701,285                736,328
Other liabilities                                                                     31,234                 24,394
                                                                         ---------------------------------------------
                    Total liabilities                                              3,435,071              3,467,759
                                                                         ---------------------------------------------
Stockholders' Equity:
  Preferred stock, $0.01 par value,
  50,000,000 shares authorized, none issued                                                 --                   --
  Common stock, $0.01 par value, 200,000,000 shares authorized,
  61,538,300 shares issued and 60,149,600 outstanding at March 31, 2004
  and 61,538,300 shares issued and 60,600,100 outstanding at
  December 31, 2003, respectively.                                                       615                    615
Additional paid-in capital                                                           607,441                606,541
Retained earnings                                                                    331,419                324,250
Accumulated other comprehensive income                                                11,129                  6,416
Less: Treasury Stock, at cost, 263,968 shares at March 31, 2004                       (5,168)                    --
Less: Unallocated common stock held by
     Employee Stock Ownership Plan                                                   (78,036)               (78,816)
Less: Common Stock acquired by the Stock Award Plan                                  (44,198)               (41,887)
                                                                          --------------------------------------------
                    Total stockholders' equity                                       823,202                817,119
                                                                          --------------------------------------------

                                                                          --------------------------------------------
                    Total liabilities and stockholders' equity         $           4,258,273              4,284,878
                                                                          ============================================








                               PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                       Consolidated Statements of Income
                      Three Months ended March 31, 2004 (Unaudited) and 2003 (Unaudited)
                                 (Dollars in Thousands, except per share data)

                                                                    Three Months Ended
                                                                         March 31
                                                                   ----------------------
                                                                      2004          2003
                                                                   ----------------------
Interest income:
                                                                          
    Real estate secured loans                              $          23,177       21,377
    Commercial loans                                                   3,887        5,554
    Consumer loans                                                     4,635        4,812
    Investment securities                                              5,142        3,668
    Securities available for sale                                      9,836       11,385
    Other short-term investments                                         170           68
    Federal funds                                                        140          314
                                                                   ----------------------
                      Total interest income                           46,987       47,178
                                                                   ----------------------

Interest expense:
    Deposits                                                           7,866       12,151
    Borrowed funds                                                     4,719        2,768
                                                                   ----------------------
                      Total interest expense                          12,585       14,919
                                                                   ----------------------

                      Net interest income                             34,402       32,259

Provision for loan losses                                                600          600
                                                                   ----------------------

                      Net interest income after provision for loan
                      losses                                          33,802       31,659
                                                                   ----------------------
Non-interest income:
    Fees                                                               4,625        4,053
    Net gain (loss)  on securities transactions                          427          (4)
    Commissions                                                          110           71
    Bank owned life insurance                                            987          802
    Other income                                                       1,507          555
                                                                   ----------------------
                      Total non-interest income                        7,656        5,477
                                                                   ----------------------

Non-interest expense:
    Salaries and employee benefits                                    14,408       12,025
    Net occupancy expense                                              3,798        3,410
    Federal deposit insurance                                            103          108
    Data processing expense                                            1,840        1,618
    Advertising and promotion expense                                  1,403          657
    Amortization of intangibles                                          522        1,195
    Other operating expenses                                           4,592        4,516
    Contribution to The Provident Bank Foundation
                                                                         --        24,000
                                                                   ----------------------
                      Total non-interest expenses                     26,666       47,529
                                                                   ----------------------

                      Income(loss) before income tax expense
                      (benefit)                                       14,792      (10,393)

Income tax expense (benefit)                                           4,498       (3,950)
                                                                   ----------------------
                      Net income (loss)                          $    10,294       (6,443)
                                                                   ======================

Basic Earnings (loss) Per Share (1)                                    $0.19       ($0.12)
Average basic shares outstanding                                  54,849,271   60,130,912

Diluted Earnings (loss)  Per Share (1)                                 $0.19       ($0.12)
Average diluted shares outstanding                                54,895,895   60,130,912






                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL HIGHLIGHTS
                    (dollars in thousands, except share data)
                                   (unaudited)

                                                                          For the
                                                                       Three Months
                                                                          Ended
                                                                        March 31,
                                                                   2004           2003
                                                                   -------------------
INCOME STATEMENT:
                                                                          
Net Interest Income                                              34,402         32,259
Provision for Loan Losses                                           600            600
Non-interest Income                                               7,656          5,477
Non-interest Expense                                             26,666         47,529
Income before income tax expense (benefit)                       14,792       (10,393)
Net Income (loss)                                                10,294        (6,443)
Basic Earnings (loss) Per Share (1)                               $0.19        ($0.12)
Diluted Earnings (loss) Per Share (1)                             $0.19        ($0.12)
Interest Rate Spread                                              3.12%          2.99%
Net Interest Margin                                               3.50%          3.53%

PROFITABILITY:
Return on average assets                                          0.98%         -0.66%
Return on average equity                                          5.06%         -3.26%
Operating expense to average assets                               2.54%          4.81%
Efficiency ratio (net of foundation expense) (2)                 63.40%         62.35%

ASSET QUALITY:
Non-performing loans                                              4,382          6,499
Other Real Estate Owned                                              32              0
Non-performing loans to total loans                               0.19%          0.33%
Non-performing assets to total assets                             0.10%          0.16%
Allowance for loan losses                                        20,620         21,016
Allowance for loan losses to non performing loans               470.56%        323.27%
Allowance for loan losses to total loans                          0.91%          1.05%

AVERAGE BALANCE SHEET DATA:
Assets                                                        4,230,184      3,953,982
Loans, net                                                    2,204,793      1,963,121
Earnings Assets                                               3,948,659      3,711,012
Core Deposits                                                 1,742,035      1,583,038
Borrowings                                                      688,484        416,042
Interest Bearing Liabilities                                  3,034,511      2,749,812
Stockholders Equity                                             818,040        801,368
Average yield on interest earning assets                          4.79%          5.16%
Average cost of interest bearing liabilities                      1.67%          2.17%

CAPITAL:
Leverage Capital                                                 18.76%         22.14%
Total risk based capital                                         30.85%         37.67%
Average equity to average assets                                 19.34%         20.27%

Notes:
------
(1)  Basic and  Diluted  (loss) Per Share for the three  months  ended March 31,
     2003 includes the results of operations  from January 15, 2003, the date we
     completed our Plan of Conversion in the amount of ($7,423,000).
(2)  Efficiency Ratio Calculation



                                                                    03/31/2004           03/31/2003
                                                                    ----------           ----------
                                                                                      
Net Interest Income                                                    34,402               32,259
Non Interest Income                                                     7,656                5,477
                                                                      -------               ------
Total Income:                                                          42,058               37,736

Non Interest Expense:                                                  26,666               47,529

LESS: Provident Bank Charitable Foundation Donation                      -                  24,000
                                                                      -------               ------
Adjusted Non Interest Expense                                          26,666               23,529

Expense/Income:                                                        63.40%               62.35%
                                                                       ======               ======






                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                   (unaudited)
    Average Quarterly Balance
    NET INTEREST MARGIN ANALYSIS
    (Unaudited)                                               March 31, 2004                            December 31, 2003
                                                              --------------                            -----------------
    (Dollars in Thousands)                            Average                    Average         Average                    Average
                                                      Balance         Interest    Yield          Balance         Interest    Yield
                                                ------------------------------------------   ---------------------------------------
    Interest Earning Assets:
                                                                                                          
        Fed Funds Sold and
             Other Short Term Investments       $        115,370   $        310     1.08%    $     120,156    $        299     0.99%
        Investment Securities (1)                        515,636          5,142     4.01%          509,207           4,984     3.88%
        Securities Available for Sale                  1,079,578          9,723     3.62%        1,170,446          10,771     3.65%
        Federal Home Loan bank Stock                      33,282            113     1.37%           30,655              14     0.18%
        Net Loans (2)                                  2,204,793         31,699     5.78%        2,114,565          30,362     5.70%
                                                 ----------------   ------------              -------------    ------------
             Total Interest Earning Assets:     $      3,948,659   $     46,987     4.79%    $   3,945,029    $     46,430     4.67%
                                                 ----------------   ------------              -------------    ------------

    Non-Interest Earning Assets:
        Cash and Due from Banks                           83,845                                    79,207
        Other Assets                                     197,680                                   185,575
                                                 ----------------                             -------------
                 TOTAL ASSETS                   $      4,230,184                             $   4,209,811
                                                 ================                             =============

    Interest Bearing Liabilities:
        Demand Deposits                         $        426,495   $        767     0.72%    $     446,084    $        849     0.76%
        Savings Deposits                                 978,051          2,162     0.89%          988,870           2,398     0.96%
        Time Deposits                                    941,481          4,937     2.11%          937,748           4,962     2.10%
                                                 ----------------   ------------              -------------    ------------
                 TOTAL DEPOSITS                        2,346,027          7,866     1.35%        2,372,702           8,209     1.37%
                                                 ----------------   ------------              -------------    ------------

        Borrowed Funds                                   688,484          4,719     2.76%          658,533           4,325     2.61%
                                                 ----------------   ------------              -------------    ------------
               TOTAL BORROWINGS                          688,484          4,719     2.76%          658,533           4,325     2.61%
                                                 ----------------   ------------              -------------    ------------
      Total Interest Bearing Liabilities:       $      3,034,511   $     12,585     1.67%    $   3,031,235    $     12,534     1.64%
                                                 ----------------   ------------              -------------    ------------

    Non-Interest Bearing Liabilities                     377,633                                   357,430
                                                 ----------------                             -------------
                  TOTAL LIABILITIES                    3,412,144                                 3,388,665
    Equity                                               818,040                                   821,146
                                                 ----------------                             -------------
                 TOTAL LIAB & CAPITAL           $      4,230,184                             $   4,209,811
                                                 ================                             =============

    Net Interest Income                                            $     34,402                               $     33,896
                                                                    ============                               ============

    Net interest rate spread                                                        3.12%                                      3.03%
    Net interest earning assets                 $        914,148                             $     913,794
                                                 ================                             =============

    Net Interest Margin (3)                                                         3.50%                                      3.41%
    Ratio of interest-earning assets to
          total interest-bearing liabilities                1.30x                                     1.30x
                                                 ================                             =============


------------------------------------------
(1)  Average outstanding balance amounts shown are amortized cost.
(2)  Average  outstanding  balances  shown net of the allowance for loan losses,
     deferred  loan fees and  expenses,  loan premiums and discounts and include
     non-accrual loans.
(3)  Net interest income divided by average interest-earning assets.







       The following table summarizes the net interest margin for the previous
year, inclusive.

                                                      03/31/04        12/31/03   09/30/03       06/30/03       03/31/03
                                                      1st. Qtr.       4th. Qtr.  3rd. Qtr.     2nd. Qtr.        1st. Qtr.
                                                      ---------       ---------  ---------     ---------        ---------
    Interest Earning Assets:
                                                                                                 
        Securities                                      3.53%           3.49%      2.84%          3.38%         3.58%
        Net Loans                                       5.78%           5.70%      5.99%          6.31%         6.56%
          Total Interest Earning Assets:                4.79%           4.67%      4.49%          4.86%         5.16%

    Interest Bearing Liabilities:
        Total Deposits                                  1.35%           1.37%      1.47%          1.71%         2.11%
        Total Borrowings                                2.76%           2.61%      2.80%          2.79%         2.70%
           Total Interest Bearing Liabilities:          1.67%           1.64%      1.76%          1.92%         2.17%

    Interest Rate Spread                                3.12%           3.03%      2.73%          2.94%         2.99%
    Net Interest Margin                                 3.50%           3.41%      3.14%          3.41%         3.53%
    Ratio of interest-earning assets to
          total interest-bearing liabilities            1.30x           1.30x       1.31x         1.33x         1.35x