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): January 28, 2009
                                                         ----------------

                       PROVIDENT FINANCIAL SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)

    Delaware                           001-31566             42-1547151
-----------------------------      --------------------      ----------
(State or Other Jurisdiction)      (Commission File No.)    (I.R.S. 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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
--------------------------------------------------------------------------------

     On  January  28,  2009,  the  Board of  Directors  of  Provident  Financial
Services,  Inc.  (the  "Company"),  on the  recommendation  of the  Compensation
Committee,  approved an annual performance-based  incentive plan for the payment
of incentive  compensation  to certain  officers and  employees of The Provident
Bank, the Company's wholly-owned savings bank subsidiary (the "Plan"), including
senior executive  officers.  The Plan provides for cash incentive payments based
primarily on the Company's  financial  performance in 2009 compared with targets
relating  to: (i) earnings  per share  (weighted  50%);  (ii)  efficiency  ratio
(weighted 25%); and (iii) total  stockholder  return relative to the performance
of an identified peer group,  currently  comprised of 20 financial  institutions
(weighted 25%) (collectively, the "Corporate Targets"). Incentive Payments based
on the Company's 2009 financial  performance may be made if the Company meets or
exceeds  95% of any of the  Corporate  Targets  ("Threshold").  A portion of the
incentive payment will be based on the employee's  performance  against personal
goals and objectives, and may be made whether or not Corporate Targets have been
met. For certain senior executive  officers,  75% of the incentive  payment that
may be made under the Plan will be based on the Company's financial  performance
and 25% will be based on the individual's performance.  For senior executives in
the lending and retail banking  disciplines,  50% of the incentive  payment that
may be made under the Plan will be based on the Company's financial  performance
and  50%  will  be  based  on the  performance  of  their  respective  areas  of
responsibility against the 2009 business plan.

     Incentive  payments  will be a percentage  of the  employee's  base salary.
Using  estimated  2009 base salary levels and current  number of employees  that
could  participate in the Plan (325 persons),  the cash incentive  payments that
may be made  for  2009  would  range  from  approximately  $1.6  million  at the
Threshold level up to $6.5 million at the Maximum level.


Item 9.01. Financial Statements and Exhibits

     (a)  Financial Statements of Businesses Acquired. Not applicable

     (b)  Pro Forma Financial Information. Not applicable

     (c)  Shell company transactions. Not applicable

     (d)  Exhibits. Not applicable








                                   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:  February 2, 2009          By:     /s/ Paul M. Pantozzi
                                         ---------------------------
                                         Paul M. Pantozzi
                                         Chairman and
                                         Chief Executive Officer