EXHIBIT 10.4

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                              EMPLOYMENT AGREEMENT
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         THIS AGREEMENT entered into this _____ day of ________ 199_ ("Effective
Date"),  by and between  Little  Falls Bank, a Federal  stock  savings bank (the
"Bank") and __________________ (the "Employee").

         WHEREAS, the Bank employs the Employee as an ______________ of
the Bank; and

         WHEREAS, the parties desire by this writing to set forth the employment
relationship between the Bank and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The  Employee is  employed in the  capacity as an Vice
President  of the Bank.  The  Employee  shall  render  such  administrative  and
management  services to the Bank, a subsidiary  of Little  Falls  Bancorp,  Inc.
("Parent") as are currently rendered and as are customarily performed by persons
situated  in a similar  executive  capacity.  The  Employee  shall  promote  the
business of the Bank and Parent.  The  Employee's  other duties shall be such as
the Board of Directors  for the Bank (the "Board of  Directors"  or "Board") may
from time to time reasonably  direct,  including  normal duties as an officer of
the Bank.

         2. Base  Compensation.  The Bank agrees to pay the Employee  during the
term of this Agreement a salary at the rate of $_________ per annum,  payable in
cash not less  frequently than monthly;  provided,  that the rate of such salary
shall be reviewed by the Board of Directors  not less often than  annually,  and
Employee shall be entitled to receive annually an increase at such percentage or
in such an amount as the Board of Directors in its sole discretion may decide at
such time.

         3.  Discretionary  Bonus. The Employee shall be entitled to participate
in an  equitable  manner  with all  other  management  employees  of the Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors to its management  employees from time to time. No other  compensation
provided for in this  Agreement  shall be deemed a substitute for the Employee's
right to participate in such  discretionary  bonuses when and as declared by the
Board of Directors.


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         4. (a)  Participation  in Retirement  and Medical  Plans.  The Employee
shall be entitled to  participate  in any plan of the Bank  relating to pension,
profit-sharing,   or  other   retirement   benefits  and  medical   coverage  or
reimbursement plans that the Bank may adopt for the benefit of its employees.

         (b) Employee  Benefits;  Expenses.  The  Employee  shall be eligible to
participate in any fringe benefits which may be or may become  applicable to the
Bank's  management or employees,  and any other benefits which are  commensurate
with the  responsibilities  and functions to be performed by the Employee  under
this  Agreement.   The  Bank  shall   reimburse   Employee  for  all  reasonable
out-of-pocket expenses which Employee shall incur in connection with her service
for the Bank.

         5. Term. The term of employment of Employee under this Agreement  shall
be for the period  commencing on the Effective Date and ending  twenty-four (24)
months thereafter ("Term"). Additionally, on, or before, each annual anniversary
date from the Effective  Date, the Term of this Agreement  shall be extended for
an additional one year period beyond the then effective  expiration  date upon a
determination  and resolution of the Board of Directors that the  performance of
the Employee has met the  requirements  and standards of the Board, and that the
Term of such Agreement shall be extended.

         6.       Loyalty; Noncompetition.

         (a) The  Employee  shall  devote  her full  time and  attention  to the
performance  of  her  employment  under  this  Agreement.  During  the  term  of
Employee's employment under this Agreement, the Employee shall not engage in any
business or activity  contrary to the business  affairs or interests of the Bank
or Parent.

         (b) Nothing  contained  in this Section 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any  business  dissimilar  from that of the Bank or Parent,  or,  solely as a
passive or minority investor, in any business.

         7.  Standards.  The  Employee  shall  perform  her  duties  under  this
Agreement in accordance  with such  reasonable  standards  expected of employees
with comparable positions in comparable  organizations and as may be established
from time to time by the Board of Directors.

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         8. Vacation and Sick Leave.  At such  reasonable  times as the Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent herself  voluntarily  from the performance of her
employment  under this Agreement,  with all such voluntary  absences to count as
vacation time; provided that:

         (a) The  Employee  shall  be  entitled  to  annual  vacation  leave  in
accordance  with the policies as are  periodically  established  by the Board of
Directors for management employees of the Bank.

         (b) The  Employee  shall not be  entitled  to  receive  any  additional
compensation  from the Bank on account of her failure to take vacation leave and
Employee  shall not be entitled to  accumulate  unused  vacation from one fiscal
year to the next, except in either case to the extent authorized by the Board of
Directors for management employees of the Bank.

         (c) In addition to the aforesaid paid vacations,  the Employee shall be
entitled without loss of pay, to absent herself voluntarily from the performance
of her employment with the Bank for such additional periods of time and for such
valid and  legitimate  reasons as the Board of Directors in its  discretion  may
determine.  Further,  the Board of  Directors  shall be entitled to grant to the
Employee a leave or leaves of absence  with or without pay at such time or times
and upon such terms and  conditions as the Board of Directors in its  discretion
may determine.

         (d) In addition, the Employee shall be entitled to an annual sick leave
benefit as established by the Board of Directors for management employees of the
Bank.  In the event that any sick leave  benefit shall not have been used during
any year,  such  leave  shall  accrue to  subsequent  years  only to the  extent
authorized by the Board of Directors for employees of the Bank.

         9.       Termination and Termination Pay.

         The Employee's employment under this Agreement shall be terminated upon
any of the following occurrences:

         (a) The death of the  Employee  during the term of this  Agreement,  in
which event the Employee's  estate shall be entitled to receive the compensation
due the Employee  through the last day of the calendar month in which Employee's
death shall have occurred.

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         (b) The Board of Directors may terminate the  Employee's  employment at
any time, but any termination by the Board of Directors  other than  termination
for Just Cause,  shall not prejudice the  Employee's  right to  compensation  or
other benefits under the Agreement.  The Employee shall have no right to receive
compensation or other benefits for any period after  termination for Just Cause.
The Board may within its sole  discretion,  acting in good faith,  terminate the
Employee for Just Cause and shall notify such Employee accordingly.  Termination
for "Just Cause" shall include  termination  because of the Employee's  personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law,  rule or  regulation  (other  than  traffic  violations  or  similar
offenses) or final cease-and-  desist order, or material breach of any provision
of the Agreement.

         (c) Except as  provided  pursuant  to  Section 12 herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Employee  the salary  provided  pursuant to Section 2 herein,  up to the date of
termination  of the term  (including any renewal term) of this Agreement and the
cost of Employee  obtaining all health,  life,  disability,  and other  benefits
which the Employee  would be eligible to  participate in through such date based
upon the benefit levels  substantially equal to those being provided Employee at
the date of termination of employment.

         (d) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

         (e) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA)
all obligations  under this Agreement shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (f) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit  Insurance   Corporation   ("FDIC")  or  the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Bank under the authority  contained in Section 13(c) of FDIA; or (ii) by the
Director of the OTS, or his or her  designee,  at the time that the  Director of
the OTS,  or his or her  designee  approves  a  supervisory  merger  to  resolve
problems  related to operation of the Bank or when the Bank is determined by the
Director of the OTS

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to be in an unsafe or unsound  condition.  Any rights of the  parties  that have
already vested, however, shall not be affected by such action.

         (g) The voluntary  termination by the Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

         (h) Notwithstanding  anything herein to the contrary, any payments made
to the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

         10.  Suspension  of  Employment . If the  Employee is suspended  and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

         11. Disability.  If the Employee shall become disabled or incapacitated
to the extent that she is unable to perform her duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Employee  shall  nevertheless  continue  to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Employee  during such period
under the  provisions  of  disability  insurance  coverage  in  effect  for Bank
employees.  Thereafter,  Employee shall be eligible to receive benefits provided
by the Bank under the provisions of disability  insurance coverage in effect for
Bank employees.  Upon returning to active full-time  employment,  the Employee's
full  compensation  as set forth in this Agreement shall be reinstated as of the
date of commencement of such activities.  In the event that the Employee returns
to active  employment on other than a full-time basis, then her compensation (as
set forth in Section 2 of this Agreement)  shall be reduced in proportion to the
time  spent  in said  employment,  or as shall  otherwise  be  agreed  to by the
parties.

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         12.      Change in Control.

         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of Employee's employment during the term of this
Agreement  following  any change in control of the Bank or Parent,  absent  Just
Cause,  Employee  shall be paid an amount  equal to the product of two (2) times
the total taxable compensation paid by the Bank to the Employee for the one year
period completed prior to the date of termination of employment, but in no event
greater than the sum of 2.99 times the  Employee's  "base  amount" as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and regulations promulgated thereunder. Said sum shall be paid, at the option of
Employee, either in one (1) lump sum within thirty (30) days of such termination
discounted to the present value of such payment using as the discount rate equal
to the rate of interest paid on the two year US Treasury Note established at the
most recent Treasury  auction prior to the date of such payment,  or in periodic
payments  over  the  next 24  months  or the  remaining  term of this  Agreement
whichever is less, as if Employee's employment had not been terminated, and such
payments shall be in lieu of any other future  payments which the Employee would
be  otherwise   entitled  to  receive  under   Section  9  of  this   Agreement.
Notwithstanding  the forgoing,  all sums payable  hereunder  shall be reduced in
such  manner and to such extent so that no such  payments  made  hereunder  when
aggregated with all other payments to be made to the Employee by the Bank or the
Parent shall be deemed an "excess parachute  payment" in accordance with Section
280G of the Code and be subject to the excise tax provided at Section 4999(a) of
the Code. The term "control"  shall refer to the ownership,  holding or power to
vote more than 25% of the Parent's or Bank's  voting  stock,  the control of the
election of a majority of the Parent's or Bank's directors, or the exercise of a
controlling  influence  over the management or policies of the Parent or Bank by
any person or by persons  acting as a group within the meaning of Section  13(d)
of the  Securities  Exchange Act of 1934.  The term "person" means an individual
other than the Employee,  or a  corporation,  partnership,  trust,  association,
joint venture, pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  Employee may voluntarily  terminate her employment during the term of
this Agreement following a change in control of the Bank or Parent, and Employee
shall thereupon be entitled to receive the payment described in Section 12(a) of
this Agreement,  upon the occurrence,  or within ninety (90) days thereafter, of
any of the following events,  which have not been consented to in advance by the
Employee in  writing:  (i) if  Employee  would be required to move her  personal
residence or perform her principal  executive  functions  more than  thirty-five
(35)  miles  from  the  Employee's  primary  office  as of the  signing  of this
Agreement;  (ii) if in the  organizational  structure  of the  Bank  or  Parent,
Employee

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would be required to report to a person or persons  other than the  President of
the Bank;  (iii) if the Bank or Parent should fail to maintain  Employee's  base
compensation  in effect as of the date of the Change in Control and the existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement plans; (iv) if Employee would be assigned duties and responsibilities
other than those normally  associated with her position as referenced at Section
1, herein; (v) if Employee's  responsibilities or authority have in any way been
materially diminished or reduced.

         13.      Successors and Assigns.

         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any  corporate or other  successor  of the Bank or Parent  which shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Parent.

         (b) Since the Bank is contracting for the unique and personal skills of
the Employee,  the Employee  shall be precluded from assigning or delegating her
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

         14.  Amendments.  No amendments or additions to this Agreement shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         15.  Applicable  Law. This agreement  shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of New Jersey,  the extent that Federal law shall be deemed to
apply.

         16.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         17. Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue.  Further, the settlement of the dispute to be approved
by the  Board  of the  Bank  or the  Parent  may  include  a  provision  for the
reimbursement by the Bank or Parent to the Employee for all reasonable costs and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings  or  actions,  or the Board of the Bank or the Parent may  authorize
such reimbursement of such reasonable costs and expenses by

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separate action upon a written action and  determination  of the Board following
settlement of the dispute. Such reimbursement shall be paid within ten (10) days
of Employee furnishing to the Bank or Parent evidence, which may be in the form,
among other  things,  of a canceled  check or receipt,  of any costs or expenses
incurred by Employee.

         18. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.