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): ~~February~~March 2513, 2014

INVESTORS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-51557	22-3493930
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
		Identification No.)

101 JFK Parkway, Short Hills, New Jersey		07078
(Address of Principal Executive Offices)		(Zip Code)

Registrant'’s telephone number, including area code: (973) 924-5100

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:

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01 ~~Regulation~~ Entry FDInto ~~Disclosure~~a Material Definitive Agreement

On ~~February~~March 2513, 2014, Investors Bancorp, Inc., ~~issued~~ a ~~press~~Delaware ~~release~~corporation ~~announcing~~(the ~~that~~“Company”), New Investors Bancorp, Inc., a ~~newly formed~~ Delaware corporation ~~and~~(“New ~~the~~Investors ~~proposed~~Bancorp”), ~~new~~Investors ~~holding~~Bancorp, ~~company~~MHC ofand Investors Bank (collectively, ~~received~~“Investors”) ~~approval~~entered ~~from~~into ~~the~~an ~~Federal~~Agency ~~Reserve~~Agreement ~~Bank~~with ofKeefe, ~~New~~Bruyette ~~York~~& toWoods, ~~become~~Inc. a(“KBW”), ~~bank~~in ~~holding~~connection ~~company~~with bythe ~~acquiring~~second ~~100%~~step ofconversion ~~the shares~~ of Investors ~~Bank~~Bancorp, MHC and the ~~application~~related stock offering by New Investors Bancorp,. KBW ~~MHC~~will toact ~~convert~~as ~~from~~selling ~~mutual~~and toconversion ~~stock~~agent ~~form.~~during the subscription offering and as a joint book-running manager in any underwritten offering.

AFor ~~copy~~these services, KBW will receive a fee of 0.625% on the ~~press~~aggregate ~~release~~dollar isamount ~~filed~~of ascommon ~~Exhibit~~stock 99sold in the subscription offering.1 ~~hereto~~No fee will be payable with respect to shares purchased by officers, directors, employees (or their immediate families) of Investors, shares purchased by Investors’ tax-qualified and isnon-qualified ~~incorporated~~employee ~~herein~~benefit plans and shares issued to the Investors Charitable Foundation. No sales fee will be payable with respect to the shares issued in the exchange for shares owned by ~~reference~~stockholders of the Company.

~~Item~~In 9any firm commitment underwritten offering by New Investors Bancorp, the underwriting discount will not exceed 3.016% ~~Financial~~of ~~Statements~~the aggregate amount of common stock sold in the firm commitment underwritten offering to the joint book-running managers, and ~~Exhibits~~any other broker-dealers included in the firm commitment underwritten offering. All fees payable with respect to a firm commitment underwritten offering will be in addition to fees payable with respect to the subscription offering.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (dRegistration No. 333-192966) ~~Exhibits~~filed by New Investors Bancorp under the Securities Act of 1933, as amended, and a related prospectus dated March 13, 2014.

Exhibit No.	Description
99.1	Press Release dated February 25, 2014.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 8.01 Other Events

On March 14, 2014, the Company and New Investors Bancorp announced that the registration statement relating to the sale of common stock of New Investors Bancorp had been declared effective by the Securities and Exchange Commission on March 13, 2014 and that offering materials will be mailed to depositors and certain former depositors eligible to purchase shares in the subscription offering, and proxy solicitation materials will be mailed to depositors and stockholders, on or before March 21, 2014.

A copy of the press release dated March 14, 2014, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

1.1	Agency Agreement dated March 13, 2014, by and among Investors Bancorp Inc., New Investors Bancorp, Inc., Investors Bank and Investors Bancorp, MHC and Keefe, Bruyette & Woods, Inc.

99.1	Press Release dated March 14, 2014

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.

	~~INVESTORS BANCORP, INC.~~	INVESTORS BANCORP, INC.
DATE: February 26, 2014	By:	/s/ Thomas F. Splaine, Jr.
DATE: March 18, 2014	By:	/s/ Thomas F. Splaine, Jr.
		Thomas F. Splaine, Jr.
		Senior Vice President and
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
		Chief Financial Officer

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