UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                       Provident Financial Services, Inc.
                                (Name of Issuer)


                     Common Stock, $0.01 par value per share
                         (Title of Class of Securities)

                                   74386T 10 5

                                 (CUSIP Number)

                                December 31, 2004
             (Date of Event Which Requires Filing of This 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 in 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).
                                Page 1 of 5 Pages







CUSIP NO. 74386 T 105                 13G                      Page 2 of 5 Pages


1        NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
            The Provident Bank
            Employee Stock Ownership Plan Trust

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a) |_|
                                                                        (b) |x|

3        SEC USE ONLY

4        CITIZENSHIP OR PLACE OF ORGANIZATION
            New Jersey

    NUMBER OF       5   SOLE VOTING POWER
     SHARES                4,454,054
   BENEFICIALLY
    OWNED BY        6   SHARED VOTING POWER
      EACH                 315,410
    REPORTING
   PERSON WITH      7   SOLE DISPOSITIVE POWER
                           4,769,464

                    8   SHARED DISPOSITIVE POWER
                           0

9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            4,769,464

10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions)

                                                                            |_|

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
            6.4% of 74,078,784 shares of Common Stock outstanding as of
            December 31, 2004.

12       TYPE IN REPORTING PERSON  (See Instructions)
            EP





CUSIP NO. 74386 T 105                 13G                      Page 3 of 5 Pages


Item 1
         (a)      Name of Issuer

                  Provident Financial Services, Inc.

         (b)      Address of Issuer's Principal Executive Offices

                  830 Bergen Avenue
                  Jersey City, New Jersey 07306-4599

Item 2
         (a)      Name of Person Filing

                  The Provident Bank
                  Employee Stock Ownership Plan Trust
                  Trustee: GreatBanc Trust Company

          (b)     Address of Principal Business Office

                  45 Rockefeller Plaza, Suite 2055
                  New York, New York 10111-2000

         (c)      Citizenship or Place of Organization

                  New Jersey

         (d)      Title of Class of Securities

                  Common Stock, par value $.01 per share

         (e)      CUSIP Number

                  74386T 10 5

Item 3.           If this statement is filed pursuant to ss.ss.240.13d-1(b)  or
                  240.13d-2(b,  or (c), check whether the person filing is a:

                           (f) |X| An employee benefit plan or endowment fund in
                  accordance with ss.240.13d-1(b)(1)(ii)(F).

Item 4.           Ownership

                  Provide the following information regarding the aggregate
                  number and percentage of the class of securities of the issuer
                  identified in Item 1.

                  (a)      Amount beneficially owned: 4,769,464.
                  (b)      Percent of class: 6.4.
                  (c)      Number of shares as to which the person has:



CUSIP NO. 74386 T 105                 13G                      Page 4 of 5 Pages

                           (i)      Sole power to vote or to direct the vote:
                                    4,454,054.
                           (ii)     Shared power to vote or to direct the vote:
                                    315,410.
                           (iii)    Sole power to dispose or to direct the
                                    disposition of: 4,769,464.

                           (iv)     Shared power to dispose or to direct the
                                    disposition of 0.

Item 5.           Ownership of Five Percent or Less of a Class

                  Not applicable

Item 6.           Ownership of More Than Five Percent on Behalf of Another
                  Person

                  Not applicable

Item 7.           Identification  and  Classification  of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent Holding
                  Company

                  Not applicable

Item 8.           Identification and Classification of Members of the Group

                           The reporting person is an employee benefit plan
                  subject to the provisions of the Employee Retirement Income
                  Security Act of 1974.

Item 9.           Notice of  Dissolution of Group

                  Not applicable

Item 10.          Certification

                           By signing below I certify that, to the best of my
                  knowledge and belief, the securities referred to above were
                  acquired and are held in the ordinary course of business and
                  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 in connection
                  with or as a participant in any transaction having that
                  purpose or effect.





CUSIP NO. 74386 T 105                 13G                      Page 5 of 5 Pages




                                    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.



Date: February 7, 2005                      THE PROVIDENT BANK
                                            EMPLOYEE STOCK
                                            OWNERSHIP PLAN TRUST

                                            By: GreatBanc Trust Company, Trustee



                                            /s/ Stephen J. Hartman, Jr.
                                            Name: Stephen J. Hartman, Jr.
                                            Title: Senior Vice President