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): March 23, 2006

                       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 1.01       Entry into a Material Definitive Agreement.
                ------------------------------------------

     On March 23, 2006, 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  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,  as well as long-term
incentive awards in the form of restricted  stock under the Provident  Financial
Services,  Inc.  2003 Stock  Award Plan and stock  options  under the  Provident
Financial  Services,  Inc 2003 Stock Option Plan. The incentive  payments,  both
cash  and  long-term  incentive  awards,  will be made  based  primarily  on the
Company's  financial  performance in 2006 compared with targets relating to: (i)
earnings per share (weighted  50%);  (ii)  efficiency  ratio (weighted 25%); and
(iii) total shareholder return relative to the performance of an identified peer
group (weighted 25%) (collectively, the "Corporate Targets"). Incentive payments
based on the Company's financial performance may be made if the Company meets or
exceeds  95% of the  Corporate  Targets  (the  "Threshold").  A  portion  of the
incentive  payment will be based on the officer's  performance  against personal
goals and objectives,  and may be made whether or not the Corporate Targets have
been met. For 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.

     Incentive payments will be a percentage of the officer's base salary. Using
2005  base  salary  levels  and  the  current  number  of  officers  that  could
participate (96 persons), the aggregate cash incentive payments that may be made
for 2006 would range from approximately  $998,000 at the Threshold level up to a
maximum of  approximately  $4.0 million and the estimated value of the long-term
awards would range from  approximately  $108,000 at the Threshold  level up to a
maximum of approximately $478,000.

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:  March 27, 2006               By:     /s/ Paul M. Pantozzi
                                            --------------------------------
                                            Paul M. Pantozzi
                                            Chairman and Chief Executive Officer