FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BRIDGE BANCORP, INC.
             (Exact name of registrant as specified in its charter)
             New York                                    11-2934195
      (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                 Identification No.)

              2200 MONTAUK HIGHWAY, BRIDGEHAMPTON, NEW YORK 11932
              (Address of Principal Executive Offices) (Zip Code)

                   Bridge Bancorp, Inc. Equity Incentive Plan
                            (Full title of the Plan)

                        Incentive Compensation Committee
                              Bridge Bancorp, Inc.
                              2200 Montauk Highway
                          Bridgehampton, New York 11932
                     (Name and address of agent for service)

                                 (516) 537-1000
           Telephone number, including area code, of agent for service

                         Calculation of Registration Fee
- ------------------------------------------------------------------------------------------
Title of                                                 Proposed
Securities                         Proposed              maximum              Amount of
to be          Amount to be        maximum offering      aggregate offering   registration
registered     registered      price per share   price            fee
- ------------------------------------------------------------------------------------------
                                                                  
Common         144,000             $68                   $8,745,552           $2,579.94
Stock par
value $5.00
per share

Represents maximum number of shares available for issuance under the Plan.

Estimated  solely for the  purpose of  calculating  the  registration  fee.
Calculation is based upon 14,400 shares  granted in 1997 at the option  exercise
price  per share of $20.33  and  15,000  shares  granted  in 1998 at the  option
exercise  price per  share of  $44.00.  The  price  per  share  for the  114,600
remaining  shares has been  calculated in accordance with Rule 457 (h) under the
Securities  Act of 1933 and is based upon the average of the bid and asked price
per share of $68.00 as of April 22, 1998.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange
Commission are incorporated herein by reference:

     (1) The Registrant's  Annual Report on Form 10KSB for the fiscal year ended
December 31, 1997 (the "1997 Form 10-KSB");

     (2)  Proxy  Statement  dated  April  1,  1996  for the  Annual  Meeting  of
Stockholders held on April 30, 1996.

     (3) The description of Bridge  Bancorp,  Inc. Common Stock set forth in the
Registrant's statement filed on Form 10, dated April 27, 1990, and the amendment
thereto filed October 15, 1990.

All  documents  and reports  subsequently  filed by the  Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  registration  statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded to constitute a part of this registration statement.

Item 4. Description of Securities

         Not Applicable.

Item 5. Interests of Named Experts and Counsel.

         Not Applicable.

Item 6. Indemnification of Directors and Officers.

According to the New York Business Corporation Law (the "BCL") Sections 719-727,
a New York  corporation  may indemnify an officer or director  provided that the
person  seeking  indemnification  acted in good  faith for a  purpose  he or she
reasonably  believed to be in the best interest of the corporation,  and, in the
case of a  criminal  proceeding,  in  addition  if he or she  had no  reasonable
grounds for believing that the conduct was unlawful.

The provisions of the BCL are non-exclusive and, within certain limitations, the
BCL permits a New York corporation to grant broader  indemnification  provisions
than those contained in the BCL. Article II of the  Registrant's  certificate of
incorporation  provides that a director  shall not be  personally  liable to the
Registrant or its  shareholders  for monetary damages because of his breach as a
director unless:

     (A) such  liability is based upon a judgement  or other final  adjudication
adverse to him which establishes:

          (1)  that  his  acts  or  omissions  were  in bad  faith  or  involved
     intentional misconduct or a knowing violation of law;

          (2) that he  personally  gained  in fact a  financial  profit or other
     advantage to which he was not legally entitled; or

          (3) that his acts violated Section 719 of the BCL; or

     (B) such  liability  is for any act or omission  preceding  the adoption of
Article II of the certificate of incorporation.

The Certificate of Incorporation  states that if the BCL is amended to authorize
the further  elimination  or  limitation  of the  liability  of  directors,  the
liability  of a director of the  Registrant,  in addition to the  limitation  on
personal liability provided for therein, shall be further limited to the fullest
extent permitted by the amended BCL.

Article V of the  Registrant's  By-laws provides that any person who was, is, or
is  threatened  to be made a party to any action or  proceeding by reason of the
fact that he is or was a  director  or officer  of the  Registrant  or any other
entity at the request of the Registrant,  shall be indemnified by the Registrant
against all  judgements  and fees  unless  prohibited  by  applicable  law.  Any
indemnification  provided for in Article V of the Registrant's  By-laws shall be
authorized in any manner  provided by applicable  law or, in the absence of such
law by the Board of Directors or, in certain instances, the shareholders, upon a
finding that there has been no judgement or other final adjudication  adverse to
the director or officer which  establishes  that his acts were  committed in bad
faith,  the result of active and  deliberate  dishonesty  or that he  personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

As permitted by the BCL,  directors' and officers'  liability insurance has also
been  obtained  by the  Registrant,  the  effect  of which is to  indemnify  the
directors and officers of the Registrant  against  certain  damages and expenses
because of certain claims made against them caused by their negligent act, error
or omission.

Item 7. Exemption from Registration Claimed.

         Not Applicable

Item 8. Exhibits.

         The following exhibits are filed as part of this registration statement
or incorporated by reference herein.

Exhibit
Number                           Description

4.1             Certificate of Incorporation of the Registrant (incorporated by
                reference to Registrant's amended Form 10, File No. 0-18546,
                filed October 15, 1990)

4.2             By-laws of the Registrant (incorporated by reference to
                Registrant's amended Form 10 File No. 0-18546, filed October 15,
                1990)

5.1             Opinion of Goetz & Mady-Grove

23.1            Consent of Arthur Andersen LLP

23.2            Consent of Goetz & Mady-Grove (included in Exhibit 5.1)

24.1            Powers of Attorney (see the signature page to this Form S-8
                Registration Statement)

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective  amendment to this registration statement to include
     any  material  information  with  respect to the plan of  distribution  not
     previously disclosed in the registration statement.

     That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report  pursuant to Section 13 (a) or Section 15 (d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) - (g) Not Applicable

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     (i) - (j) Not Applicable
Board of Directors                                       Goetz & Mady-Grove
Bridge Bancorp. Inc.                                     Attorneys at Law
2200 Montauk Highway                                     100 Jericho Quadrangle
P.O. Box 3005                                            Suite 333
Bridgehampton, New York 11932                            Jericho, New York 11753

April 24, 1998

Re: Bridge Bancorp, Inc. Registration Statement of Form S-8

Gentlemen:

     We have  acted as  special  counsel  to Bridge  Bancorp,  Inc.,  a New York
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration Statement on Form S-8, which is being filed by the Company with the
Securities and Exchange  Commission  (the " Commission") on the date hereof (the
"Registration  Statement"),  relating to the  registration  and  issuance by the
Company of an aggregate of up to 144,000 shares of common stock, par value $5.00
per share (the "Common Stock"),  of the Company pursuant to the Company's Equity
Incentive Plan (the "Plan").

     This opinion is being delivered in accordance with the requirements of Item
601 (b) (5) of Regulation S-B under the Securities Act of 1933, as amended.

     In  connection  with this opinion,  we have  examined  originals or copies,
certified or otherwise  identified to our satisfaction,  of (i) the Registration
Statement,  (ii) the Plan, (iii) the form of certificate to be used to represent
the shares of Common Stock, (iv) the Certificate of Incorporation and By-Laws of
the  Company,  as  amended  to date,  (v)  resolutions  adopted  by the Board of
Directors  of the  Company  relating  to,  among  other  things,  the Plan,  the
Registration  Statement and related matters, and (vi) such other documents as we
have deemed  necessary  or  appropriate  as a basis for the  opinions  set forth
below.

     In our examination,  we have assumed the genuineness of all signatures, the
legal  capacity  of all  natural  persons,  the  authenticity  of all  documents
submitted  to us as  originals,  the  conformity  to original  documents  of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity  of  originals  of such  copies.  As to any facts  material to this
opinion which we did not independently  establish or verify, we have relied upon
statements  or  representations  of officers  and other  representatives  of the
Company and others.

     Members of our firm are  admitted to the bar in the State of New York,  and
we do not express any opinion as to the law of any other jurisdiction other than
the laws of the United States of America to the extent specifically  referred to
herein.

     Based upon and subject to the foregoing, and assuming the due execution and
delivery of  certificates  representing  the shares of Common  Stock in the form
examined  by us, we are of the  opinion  that the  shares of Common  Stock to be
issued by the Company  pursuant to the Plan,  when issued in accordance with the
terms of the Plan,  will be duly  authorized,  validly  issued,  fully  paid and
nonassessable.

     We hereby  consent to the filing of this  opinion  with the  Commission  as
Exhibit 5.1 to the  Registration  Statement.  In giving  such  consent we do not
thereby  admit that we are in the category of persons  whose consent is required
under Section 7 of the Act.

                                Very truly yours,

                             /s/ Goetz & Mady-Grove

                               ARTHUR ANDERSEN LLP

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the use of our report
(and  to  all  references  to  our  Firm)  included  in or  made  part  of  this
Registration Statement on Form S-8 of Bridge Bancorp, Inc.

                             /s/ Arthur Andersen LLP

New York, New York
April 24, 1998

                                POWER OF ATTORNEY

         The  Registrant  and each person whose  signature  appears below hereby
authorizes  any agent for service named in this  Registration  Statement to file
one or more amendments (including without limitation, post-effective amendments)
to this Registration  Statement,  which amendments may make such changes in this
Registration  Statement  as such agent for service  deems  appropriate,  and the
Registrant  and each such person  hereby  appoints any such agent for service as
attorney-in-fact to execute in the name and on behalf of the Registrant and each
such person, individually and in each capacity stated below, any such amendments
to this Registration Statement.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Suffolk, State of New York , on

                                        Bridge Bancorp, Inc.
                                        By /s/ Thomas J. Tobin
                                           ------------------------------
                                           Thomas J. Tobin
                                           President and Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

          Name                                          Title

/s/ Thomas J. Tobin
- -------------------------------            President and Chief Executive Officer
Thomas J. Tobin

/s/ Raymond Wesnofske
- -------------------------------            Chairman of the Board
Raymond Wesnofske

/s/ Thomas E. Halsey
- -------------------------------            Director
Thomas E. Halsey

/s/ Marcia Z. Hefter
- -------------------------------            Director
Marcia Z. Hefter

/s/ R. Timothy Maran
- -------------------------------            Director
R. Timothy Maran

/s/ Albert E. McCoy
- -------------------------------            Director
Albert E. McCoy

/s/ Walter A. Preische, Jr.
- -------------------------------            Director
Walter A. Preische, Jr.

/s/ Lawrence H. Strickland
- -------------------------------            Vice Chairman
Lawrence H. Strickland