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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
First Sentinel Bancorp, Inc.
____________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
______________________________________
(Title of Class of Securities)
33640T 10 3
______________
(CUSIP Number)
March 29, 1999
______________
(Date of Event which Requires Filing of Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745
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________________________________________________________________________________
CUSIP NO. Page 2 of 5 Pages
33640T 10 3
________________________________________________________________________________
1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
First Savings Bank, SLA Employee Stock Ownership Plan
IRS ID No. 13-3672366
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) __
(b) __
________________________________________________________________________________
3) SEC USE ONLY
________________________________________________________________________________
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Employee stock benefit plan established by a New Jersey-chartered savings
institution.
________________________________________________________________________________
5) SOLE VOTING POWER
NUMBER OF
1,438,106
SHARES ___________________________________________________
6) SHARED VOTING POWER
BENEFICIALLY
791,858
OWNED BY ___________________________________________________
7) SOLE DISPOSITIVE POWER
EACH
2,229,964
REPORTING ___________________________________________________
8) SHARED DISPOSITIVE POWER
PERSON
0
WITH __________________________________________________
________________________________________________________________________________
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,229,964
________________________________________________________________________________
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) __
________________________________________________________________________________
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of 42,421,768 shares outstanding as of March 1, 1999.
________________________________________________________________________________
12) TYPE OF REPORTING PERSON (See Instructions)
EP
________________________________________________________________________________
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Page 3 of 5 Pages
SCHEDULE 13G
____________
Item 1(a): Name of Issuer:
First Sentinel Bancorp, Inc.
____________________________
Item 1(b): Address of Issuer's Principal Executive Offices:
1000 Woodbridge Center Drive
Woodbridge, New Jersey 07095
____________________________
Item 2(a): Name of Person Filing:
First Savings Bank, SLA
Employee Stock Ownership Plan
_____________________________
Item 2(b): Address of Principal Business Office or,
if none, Residence:
1000 Woodbridge Center Drive
Woodbridge, New Jersey 07095
____________________________
Item 2(c): Citizenship:
New Jersey-chartered savings institution's employee stock
benefit plan organized in New Jersey
_________________________________________________________
Item 2(d): Title of Class of Securities:
Common Stock, par value $.01 per share
______________________________________
Item 2(e): CUSIP Number:
33640T 10 3
___________
Item 3: Check appropriate box if this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b) or (c):
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78O);
(b) [ ] Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C.
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Page 4 of 5 Pages
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with
(S) 240.13d-1(b)(1)(ii)(E);
(f) [x] An employee benefit plan or endowment fund in
accordance with (S) 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with (S) 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with (S) 240.13d-1(b)(1)(ii)(J)
Item 4: Ownership:
(a) Amount beneficially owned: 2,229,964
_________
(b) Percent of class: 5.3%
___
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 791,858
_______
(ii) Shared power to vote or to direct the vote 1,438,106
_________
(iii) Sole power to dispose or to direct the disposition
of 2,229,964
_________
(iv) Shared power to dispose or to direct the disposition
of 0
_
Item 5: Ownership of Five Percent or Less of a Class:
N/A
___
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Page 5 of 5 Pages
Item 6: Ownership of More Than Five Percent on Behalf of Another Person:
N/A
___
Item 7: Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
N/A
___
Item 8: Identification and Classification of Members of the Group:
N/A
___
Item 9: Notice of Dissolution of Group:
N/A
___
Item 10: Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Signature
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
/s/ John P. Mulkerin April 6, 1999
_____________________ _____________
Signature Date
John P. Mulkerin
________________
Name
President and Chief Executive Officer
_____________________________________
Title
