<PAGE>   1
                                                         Registration No. 333-
                                                         Filed February 23, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------
 

                          Staten Island Bancorp, Inc.
--------------------------------------------------------------------------------
    (Exact Name of Registrant as Specified in its Articles of Incorporation)
                                                 
       Delaware                                          72-1317124            
-------------------------                    -----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                15 Beach Street
                      Staten Island, New York  10304-2713
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


     Staten Island Savings Bank 401(k) Savings Plan in RSI Retirement Trust
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                      
<TABLE>
<S>                                                   <C>
                                                      Copies to:
Harry P. Doherty                                      Hugh T. Wilkinson, Esq.
Chairman of the Board and Chief Executive Officer     Kevin M. Houlihan, Esq.
Staten Island Bancorp, Inc.                           David N. Pardys, Esq.
15 Beach Street                                       Elias, Matz, Tiernan & Herrick L.L.P.
Staten Island, New York  10304-2713                   734 15th Street, N.W.
---------------------------------------------------   Washington, D.C.  20005
(Name and Address of Agent For Service)               (202) 347-0300
                                                      
(718) 447-7900                                               
---------------------------------------------------
(Telephone Number, Including Area Code, of                   
   Agent for Service)
</TABLE>
<PAGE>   2
                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
        Title of
       Securities              Amount             Proposed Maximum            Proposed Maximum                         
         to be                 to be               Offering Price                 Aggregate               Amount of    
       Registered            Registered             Per Share(2)              Offering Price(2)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                         <C>                     <C>
 Common Stock,
  par value                                                                       
  $0.01                       722,309 (1)            $19.875                     $14,355,891             $4,234.98
------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1)      Represents an estimate of such presently undeterminable number of
         shares as may be purchased with employee contributions pursuant to the
         Staten Island Savings Bank 401(k) Savings Plan in RSI Retirement Trust
         (the "Plan").  The Plan was originally effective as of May 1, 1987,
         and was last amended effective as of September 17, 1997.  In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, this
         registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      Estimated solely for the purpose of calculating the registration fee,
         which has been calculated pursuant to Rule 457(h).  The Proposed
         Maximum Offering Price Per Share is the average of the high and low
         prices of the common stock, par value $0.01 per share (the "Common
         Stock") of Staten Island Bancorp, Inc. (the "Company" or the
         "Registrant") on the New York Stock Exchange on February 17, 1998.

                           --------------------------

         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.





                                       2
<PAGE>   3
                                     PART I

ITEM 1.     PLAN INFORMATION.*

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

-------------------

*      Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the Registration Statement in accordance with
       Rule 428 under the Securities Act of 1933, as amended ("Securities
       Act"), and the Note to Part I on Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

            (a)  The Company's prospectus ("Prospectus") included in its
                 registration statement on Form S-1 (File No. 333-32113).

            (b)  The Company's Quarterly Report on Form 10-Q for the quarter
                 ended September 30, 1997.

            (c)  The description of the Common Stock of the Company contained
                 in Item 1, "Description of Registrant's Securities to be
                 Registered" in the Company's registration statement on Form
                 8-A as filed on October 15, 1997 (File No.  001-13503).

            (d)  All documents filed by the Company pursuant to Sections 13(a),
                 13(c), 14 or 15(d) of the Exchange Act after the date hereof
                 and prior to the filing of a post-effective amendment which
                 indicates that all securities offered have been sold or which
                 deregisters all securities then remaining unsold.

       Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be 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 herein, or in any other subsequently filed
document which also is or is





                                       3
<PAGE>   4
deemed to be 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 since the Company's Common Stock is registered under
Section 12 of the Exchange Act.

ITEM. 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       In accordance with the General Corporation law of the State of Delaware,
Articles 9 and 10 of the Registrant's Certification of Incorporation and
Article VI of the Registrant's Bylaws provide as follows:

ARTICLE 9 OF CERTIFICATION OF INCORPORATION

       LIABILITY OF DIRECTORS AND OFFICERS.  The personal liability of the
directors and officers of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware as it exists on the effective date of this Certificate of
Incorporation or as such law may be thereafter in effect.  No amendment,
modification or repeal of this Article 9 shall adversely affect the rights
provided hereby with respect to any claim, issue or matter in any proceeding
that is based in any respect on any alleged action or failure to act prior to
such amendment, modification or repeal.

ARTICLE 10 OF CERTIFICATE OF INCORPORATION

       INDEMNIFICATION.  The Corporation shall indemnify its directors,
officers, employees, agents and former directors, officers, employees and
agents, and any other persons serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by the
General Corporation Law of the State of Delaware, provided, however, that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated
by any person seeking





                                       4
<PAGE>   5
indemnification hereunder without its prior written consent.  The
indemnification provided herein (i) shall not be deemed exclusive of any other
right to which any person seeking indemnification may be entitled under any
bylaw, agreement or vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in any other capacity, and (ii) shall inure to the benefit of the heirs,
executors and administrators of any such person.  The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this Article 10.

ARTICLE VI OF BYLAWS - INDEMNIFICATION, ETC. OF DIRECTORS, OFFICERS AND
EMPLOYEES

       6.1  Indemnification.  The Corporation shall provide indemnification to
its directors, officers, employees, agents and former directors, officers,
employees and agents and to others in accordance with the Corporation's
Certificate of Incorporation.

       6.2  Advancement of Expenses.  Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors only upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.

       6.3  Other Rights and Remedies.  The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors
or otherwise, both as to actions in their official capacity and as to actions
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such person.

       6.4  Insurance.  Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.





                                       5
<PAGE>   6
       6.5  Modification.  The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.

ITEM 8.     EXHIBITS.

       The following exhibits are filed with this Registration Statement on
Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation
S-K):

<TABLE>
<CAPTION>
       No.       Exhibit
       ---       -------
       <S>       <C>
       23        Consent of Independent Accountants

       24        Power of attorney for any subsequent amendments
                 (located in the signature pages of this Registration
                 Statement).
</TABLE>


       The Registrant will submit the Plan to the Internal Revenue Service
("IRS") in order to receive a determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code, as amended, and will submit any
amendments to the Plan to the IRS in a timely manner, and will make all changes
required by the IRS in order to qualify, or continue the qualification, of the
Plan.

ITEM 9.     UNDERTAKINGS.

       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 (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.  Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be





                                       6
<PAGE>   7
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

       2.   That, for the purpose of determining any liability under the
Securities Act, 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.

       4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act that is incorporated by
reference in the 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.

       5.   Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.





                                       7
<PAGE>   8
                                   SIGNATURES

       The Registrant.  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 Staten Island, State of New York, on this 19th
day of February, 1998.

                            STATEN ISLAND BANCORP, INC.
                         
                         
                         
                         By: /s/ HARRY P. DOHERTY                               
                            ------------------------------------------------
                             Harry P. Doherty
                             Chairman of the Board 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 dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Harry P. Doherty his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.



<TABLE>
<CAPTION>
Name                                       Title                                     Date
----                                       -----                                     ----
<S>                                        <C>                                       <C>
/s/ HARRY P. DOHERTY                       Chairman of the Board                     February 19, 1998
----------------------------               and Chief Executive                                        
Harry P. Doherty                           Officer (principal  
                                           executive officer)  
                                                               



/s/ JAMES R. COYLE                         President and Chief                       February 19, 1998
----------------------------               Operating Officer                                                           
James R. Coyle                             



/s/ EDWARD J. KLINGELE                     Senior Vice President                     February 19, 1998
----------------------------               and Chief Financial Officer                                                           
Edward J. Klingele                         
</TABLE>
<PAGE>   9
<TABLE>
<CAPTION>
Name                                       Title                                     Date
----                                       -----                                     ----
<S>                                        <C>                                       <C>
/s/ HAROLD BANKS                           Director                                  February 19, 1998
----------------------------                                                                          
             


/s/ CHARLES J. BARTELS                     Director                                  February 19, 1998
----------------------------                                                                          
Charles J. Bartels


/s/ WILLIAM G. HORN                        Director                                  February 19, 1998
----------------------------                                                                          
William G. Horn


                                           Director                                  February 19, 1998
----------------------------                                                                          
Denis P. Kelleher


/s/ JULIUS MEHRBERG                        Director                                  February 19, 1998
----------------------------                                                                          
Julius Mehrberg


/s/ JOHN R. MORRIS                         Director                                  February 19, 1998
----------------------------                                                                          
John R. Morris 


/s/ KENNETH W. NELSON                      Director                                  February 19, 1998
----------------------------                                                                          
Kenneth W. Nelson


/s/ WILLIAM E. O'MARA                      Director                                  February 19, 1998
----------------------------                                                                          
William E. O'Mara  
</TABLE>
<PAGE>   10
         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the administrator of the employee benefit plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York, on February 19, 1998.


                               STATEN ISLAND SAVINGS BANK
                               401(K) PLAN IN RSI
                               RETIREMENT TRUST
                       
                       
                       
                       By:     /s/ HARRY P. DOHERTY
                               ----------------------------------------------
                               Harry P. Doherty, on behalf of the Staten Island
                               Savings Bank as the Plan Administrator
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION ON FORM S-8 RE:STATEN ISLAND BANCORP", "secsgml_size_bytes": 24513}]
{"company-data": {"conformed-name": "STATEN ISLAND BANCORP INC", "cik": "0001042801", "assigned-sic": "6035", "irs-number": "133958850", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46693", "film-number": "98547126"}, "business-address": {"street1": "15 BEACH STREET", "city": "STATEN ISLAND", "state": "NY", "zip": "10304", "phone": "7184477900"}, "mail-address": {"street1": "15 BEACH STREET", "city": "STATEN ISLAND", "state": "NY", "zip": "10304"}}
1
                                                         Registration No. 333-
                                                         Filed February 23, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------
 

                          Staten Island Bancorp, Inc.
--------------------------------------------------------------------------------
    (Exact Name of Registrant as Specified in its Articles of Incorporation)
                                                 
       Delaware                                          72-1317124            
-------------------------                    -----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                15 Beach Street
                      Staten Island, New York  10304-2713
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

     Staten Island Savings Bank 401(k) Savings Plan in RSI Retirement Trust
--------------------------------------------------------------------------------
                            (Full Title of the Plan)
Copies to:
Harry P. Doherty                                      Hugh T. Wilkinson, Esq.
Chairman of the Board and Chief Executive Officer     Kevin M. Houlihan, Esq.
Staten Island Bancorp, Inc.                           David N. Pardys, Esq.
15 Beach Street                                       Elias, Matz, Tiernan & Herrick L.L.P.
Staten Island, New York  10304-2713                   734 15th Street, N.W.
---------------------------------------------------   Washington, D.C.  20005
(Name and Address of Agent For Service)               (202) 347-0300
                                                      
(718) 447-7900                                               
---------------------------------------------------
(Telephone Number, Including Area Code, of                   
   Agent for Service)
2
                       CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
        Title of
       Securities              Amount             Proposed Maximum            Proposed Maximum                         
         to be                 to be               Offering Price                 Aggregate               Amount of    
       Registered            Registered             Per Share(2)              Offering Price(2)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
  par value                                                                       
  $0.01                       722,309 (1)            $19.875                     $14,355,891             $4,234.98
------------------------------------------------------------------------------------------------------------------------------
(1)      Represents an estimate of such presently undeterminable number of
         shares as may be purchased with employee contributions pursuant to the
         Staten Island Savings Bank 401(k) Savings Plan in RSI Retirement Trust
         (the "Plan").  The Plan was originally effective as of May 1, 1987,
         and was last amended effective as of September 17, 1997.  In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, this
         registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      Estimated solely for the purpose of calculating the registration fee,
         which has been calculated pursuant to Rule 457(h).  The Proposed
         Maximum Offering Price Per Share is the average of the high and low
         prices of the common stock, par value $0.01 per share (the "Common
         Stock") of Staten Island Bancorp, Inc. (the "Company" or the
         "Registrant") on the New York Stock Exchange on February 17, 1998.

                           --------------------------

         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.

                                       2
3
                                     PART I

ITEM 1.     PLAN INFORMATION.*

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

-------------------

*      Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the Registration Statement in accordance with
       Rule 428 under the Securities Act of 1933, as amended ("Securities
       Act"), and the Note to Part I on Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

            (a)  The Company's prospectus ("Prospectus") included in its
                 registration statement on Form S-1 (File No. 333-32113).

            (b)  The Company's Quarterly Report on Form 10-Q for the quarter
                 ended September 30, 1997.

            (c)  The description of the Common Stock of the Company contained
                 in Item 1, "Description of Registrant's Securities to be
                 Registered" in the Company's registration statement on Form
                 8-A as filed on October 15, 1997 (File No.  001-13503).

            (d)  All documents filed by the Company pursuant to Sections 13(a),
                 13(c), 14 or 15(d) of the Exchange Act after the date hereof
                 and prior to the filing of a post-effective amendment which
                 indicates that all securities offered have been sold or which
                 deregisters all securities then remaining unsold.

       Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be 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 herein, or in any other subsequently filed
document which also is or is

                                       3
4
deemed to be 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 since the Company's Common Stock is registered under
Section 12 of the Exchange Act.

ITEM. 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       In accordance with the General Corporation law of the State of Delaware,
Articles 9 and 10 of the Registrant's Certification of Incorporation and
Article VI of the Registrant's Bylaws provide as follows:

ARTICLE 9 OF CERTIFICATION OF INCORPORATION

       LIABILITY OF DIRECTORS AND OFFICERS.  The personal liability of the
directors and officers of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware as it exists on the effective date of this Certificate of
Incorporation or as such law may be thereafter in effect.  No amendment,
modification or repeal of this Article 9 shall adversely affect the rights
provided hereby with respect to any claim, issue or matter in any proceeding
that is based in any respect on any alleged action or failure to act prior to
such amendment, modification or repeal.

ARTICLE 10 OF CERTIFICATE OF INCORPORATION

       INDEMNIFICATION.  The Corporation shall indemnify its directors,
officers, employees, agents and former directors, officers, employees and
agents, and any other persons serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by the
General Corporation Law of the State of Delaware, provided, however, that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated
by any person seeking

                                       4
5
indemnification hereunder without its prior written consent.  The
indemnification provided herein (i) shall not be deemed exclusive of any other
right to which any person seeking indemnification may be entitled under any
bylaw, agreement or vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in any other capacity, and (ii) shall inure to the benefit of the heirs,
executors and administrators of any such person.  The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this Article 10.

ARTICLE VI OF BYLAWS - INDEMNIFICATION, ETC. OF DIRECTORS, OFFICERS AND
EMPLOYEES

       6.1  Indemnification.  The Corporation shall provide indemnification to
its directors, officers, employees, agents and former directors, officers,
employees and agents and to others in accordance with the Corporation's
Certificate of Incorporation.

       6.2  Advancement of Expenses.  Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors only upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.

       6.3  Other Rights and Remedies.  The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors
or otherwise, both as to actions in their official capacity and as to actions
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such person.

       6.4  Insurance.  Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.

                                       5
6
       6.5  Modification.  The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.

ITEM 8.     EXHIBITS.

       The following exhibits are filed with this Registration Statement on
Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation
S-K):
No.       Exhibit
       ---       -------
23        Consent of Independent Accountants

       24        Power of attorney for any subsequent amendments
                 (located in the signature pages of this Registration
                 Statement).
The Registrant will submit the Plan to the Internal Revenue Service
("IRS") in order to receive a determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code, as amended, and will submit any
amendments to the Plan to the IRS in a timely manner, and will make all changes
required by the IRS in order to qualify, or continue the qualification, of the
Plan.

ITEM 9.     UNDERTAKINGS.

       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 (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.  Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be

                                       6
7
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

       2.   That, for the purpose of determining any liability under the
Securities Act, 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.

       4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act that is incorporated by
reference in the 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.

       5.   Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                       7
8
                                   SIGNATURES

       The Registrant.  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 Staten Island, State of New York, on this 19th
day of February, 1998.

                            STATEN ISLAND BANCORP, INC.
                         
                         
                         
                         By: /s/ HARRY P. DOHERTY                               
                            ------------------------------------------------
                             Harry P. Doherty
                             Chairman of the Board 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 dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Harry P. Doherty his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
Name                                       Title                                     Date
----                                       -----                                     ----
/s/ HARRY P. DOHERTY                       Chairman of the Board                     February 19, 1998
----------------------------               and Chief Executive                                        
Harry P. Doherty                           Officer (principal  
                                           executive officer)  
                                                               

/s/ JAMES R. COYLE                         President and Chief                       February 19, 1998
----------------------------               Operating Officer                                                           
James R. Coyle                             

/s/ EDWARD J. KLINGELE                     Senior Vice President                     February 19, 1998
----------------------------               and Chief Financial Officer                                                           
Edward J. Klingele
9
Name                                       Title                                     Date
----                                       -----                                     ----
/s/ HAROLD BANKS                           Director                                  February 19, 1998
----------------------------                                                                          
             

/s/ CHARLES J. BARTELS                     Director                                  February 19, 1998
----------------------------                                                                          
Charles J. Bartels

/s/ WILLIAM G. HORN                        Director                                  February 19, 1998
----------------------------                                                                          
William G. Horn

                                           Director                                  February 19, 1998
----------------------------                                                                          
Denis P. Kelleher

/s/ JULIUS MEHRBERG                        Director                                  February 19, 1998
----------------------------                                                                          
Julius Mehrberg

/s/ JOHN R. MORRIS                         Director                                  February 19, 1998
----------------------------                                                                          
John R. Morris 

/s/ KENNETH W. NELSON                      Director                                  February 19, 1998
----------------------------                                                                          
Kenneth W. Nelson

/s/ WILLIAM E. O'MARA                      Director                                  February 19, 1998
----------------------------                                                                          
William E. O'Mara
10
         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the administrator of the employee benefit plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York, on February 19, 1998.

                               STATEN ISLAND SAVINGS BANK
                               401(K) PLAN IN RSI
                               RETIREMENT TRUST
                       
                       
                       
                       By:     /s/ HARRY P. DOHERTY
                               ----------------------------------------------
                               Harry P. Doherty, on behalf of the Staten Island
                               Savings Bank as the Plan Administrator