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 24, 2005

                             PROVIDENT BANCORP, INC.
                             -----------------------
               (Exact Name of Registrant as Specified in Charter)

         Delaware                     0-25233                     80-0091851
- -----------------------------    ---------------------         ---------------
(State or Other Jurisdiction     (Commission File No.)        (I.R.S. Employer
      of Incorporation)                                      Identification No.)


400 Rella Boulevard, Montebello, New York                          10901
- -----------------------------------------                          -----
(Address of Principal Executive Offices)                         (Zip Code)


Registrant's telephone number, including area code:  (845) 369-8040
                                                     --------------


                                 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 (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))







Item 1.01.        Entry into a Material Definitive Agreement.

         On February 24, 2005, stockholders of Provident Bancorp, Inc. (the
"Registrant") approved the Registrant's 2004 Stock Incentive Plan (the "Stock
Incentive Plan"). A description of the Stock Incentive Plan is included in
"Proposal II - Approval of the 2004 Stock Incentive Plan" of the Registrant's
Definitive Proxy Statement for its 2005 Annual Meeting, as filed with the
Securities and Exchange Commission (the "SEC") on January 19, 2005, and is
incorporated herein by reference.

Item 9.01.        Financial Statements and Exhibits.

         (a)      Not Applicable.

         (b)      Not Applicable.

         (c)      Exhibits.


     Exhibit No.                   Description
     -----------                   -----------

         10       Provident   Bancorp,    Inc.   2004   Stock   Incentive   Plan
                  (incorporated  by reference to Appendix A of the  Registrant's
                  Definitive  Proxy  Statement  for the 2005  Annual  Meeting of
                  Stockholders  (File  No.  0-25233),  as filed  with the SEC on
                  January 19, 2005).











                                   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.

                                                PROVIDENT BANCORP, INC.



DATE: February 25, 2005                    By: /s/ Paul A. Maisch
                                                --------------------------------
                                                Paul A. Maisch
                                                Senior Vice President and Chief
                                                Financial Officer








                                  EXHIBIT INDEX

The following exhibits are filed as part of this report:

     Exhibit No.                        Description
     -----------                        -----------

         10       Provident   Bancorp,    Inc.   2004   Stock   Incentive   Plan
                  (incorporated  by reference to Appendix A of the  Registrant's
                  Definitive  Proxy  Statement  for the 2005  Annual  Meeting of
                  Stockholders (File No. 0-25233),  as filed with the Securities
                  and Exchange Commission on January 19, 2005).