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):  January 21, 1999


                  DIME COMMUNITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)


         Delaware                0-27782                     11-3297463

      (State or other       (Commission File Number)        (IRS Employer
      jurisdiction of                                    Identification No.)
      incorporation)


            209 HAVEMEYER STREET, BROOKLYN, NEW YORK   11211
      (Address of principal executive offices, including zip code)

   Registrant's telephone number, including area code: (718) 782-6200



                                  NONE
      (Former name or former address, if changed since last report)

<PAGE>

ITEMS 1 3, 4, 5, 6, 8 & 9. NOT APPLICABLE.

ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS.

     As  of  the  close  of business on January 21, 1999, (the "Effective
Time") Dime Community Bancshares,  Inc.,  a Delaware Corporation ("DCB"),
completed  the  acquisition  of  Financial  Bancorp,   Inc.,  a  Delaware
corporation, ("FIBC"), pursuant to the Agreement and Plan of Merger dated
as of July 18, 1998, by and between DCB and FIBC (the "Merger  Agreement")
(a  copy  of  which  was  filed on Form 8-K/A dated July 27, 1998 and  is
incorporated herein by reference).   As  part  of the acquisition, FIBC's
wholly-owned subsidiary, Financial Federal Savings  Bank, merged with and
into   DCB's   wholly  owned  subsidiary,  The  Dime  Savings   Bank   of
Williamsburgh, a  federally-chartered  stock  savings bank ("DSBW"), with
DSBW as the resulting financial institution.

     Pursuant  to  the  Merger  Agreement,  each  FIBC   stockholder  who
submitted a valid election for cash received $39.14 in cash and each FIBC
stockholder who submitted a valid election for DCB common  stock received
1.8282  shares  of DCB common stock, plus cash in lieu of any  fractional
shares, in exchange for their shares of FIBC common stock.  The remaining
shares of FIBC common  stock for which a valid election was not submitted
were converted into, pursuant  to  the Merger Agreement, a combination of
DCB stock and cash such that each such  shareholder  received  $31.257 in
cash and 0.3682 shares of DCB common stock for each share of FIBC  common
stock,  except  that all stockholders of FIBC who own less than 50 shares
of FIBC common stock  received cash.  As of the Effective Time, shares of
FIBC  common stock that  were  owned  by  FIBC  as  treasury,  that  were
unallocated  shares held in FIBC's Recognition and Retention Plan or that
were held directly  by  DCB  other  than  in  a  fiduciary capacity or in
satisfaction of a debt previously contracted were  canceled  and retired.
No payment will be made with respect to such shares of FIBC common stock.
Based upon the closing price of DCB common stock on January 21, 1999, the
total consideration paid to FIBC stockholders, in the form of cash or DCB
stock, was $66,509,000.

     Holders of stock options which had been granted by FIBC to  purchase
60,133  shares  of FIBC common stock were paid an amount in cash computed
by multiplying (i)  any  positive  difference obtained by subtracting the
per share exercise price applicable  to  such option from $39.14, by (ii)
the number of shares of FIBC common stock  subject to such option.  These
payments totaled approximately $1,545,317.  In addition, holders of stock
options which had been granted by FIBC to purchase  96,975 shares of FIBC
common stock were converted into options to purchase  177,286  shares DCB
common  stock  (the  "Converted  Options").  The expiration dates on  all
Converted Options remained unchanged from initial grant by FIBC.

     The cash portion of the total consideration was obtained by DCB from
cash flows generated in the ordinary  course  of business and operational
borrowings.




ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

     (a)  (i) The financial statements of FIBC required to be stated
herein are incorporated by reference to Part II Item 8 of FIBC's Annual
Report on Form 10-K for the fiscal year ended September 30, 1998.

          (ii) As of the date of this filing, it is impracticable to provide
the financial statements of Financial Bancorp, Inc. as of and for the
three months ended December 31, 1998.  The required financial information
will be filed as soon as possible and in no event later than April 6, 1999.

     (b)  As of the date of this filing, it is impracticable to provide
pro forma financial information required pursuant to Article 11 of
Regulation S-X.  The required pro forma financial information will be
filed as soon as possible and in no event later than April 6, 1999.

     (c)  Exhibits.  The following Exhibits are filed as part of this
report:


      EXHIBIT NO.                   DESCRIPTION

          2.1                The Agreement and  Plan of Merger, dated as of
                             July 18, 1998 by and between Dime Community
                             Bancshares, Inc. and Financial Bancorp, Inc.,
                             incorporated by reference to Exhibit 2.1 of the
                             Current Report on Form 8-K of Dime Community
                             Bancshares, Inc. filed with the Securities and
                             Exchange Commission on July 20, 1998.

          99.1               Press Release issued January 21, 1999.

          99.2               Financial Statements of Financial Bancorp, Inc.
                             for the fiscal year ended September 30, 1998,
                             incorporated by reference to the Annual Report
                             on Form 10-K of Financial Bancorp, Inc. filed
                             with the Securities and Exchange Commission on
                             December 29, 1998.

<PAGE>

                               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.



                              DIME COMMUNITY BANCSHARES, INC.




                    BY:/s/ KENNETH J. MAHON
                       ----------------------------------------------
                         Kenneth J. Mahon
                         Executive Vice President and Chief Financial
                         Officer


Dated: February 5, 1999



<PAGE>

                              EXHIBIT INDEX


       EXHIBIT NO.             DESCRIPTION

          2.1            The Agreement and  Plan of Merger, dated as of
                         July 18, 1998 by and between Dime Community
                         Bancshares, Inc. and Financial Bancorp, Inc.,
                         incorporated by reference to Exhibit 2.1 of the
                         Current Report on Form 8-K of Dime Community
                         Bancshares, Inc. filed with the Securities and
                         Exchange Commission on July 20, 1998.

          99.1           Press Release issued January 21, 1999.

          99.2           Financial Statements of Financial Bancorp, Inc.
                         for the fiscal year ended September 30, 1998,
                         incorporated by reference to the Annual Report
                         on Form 10-K of Financial Bancorp, Inc. filed
                         with the Securities and Exchange Commission on
                         December 29, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7841}]
{"company-data": {"conformed-name": "DIME COMMUNITY BANCSHARES INC", "cik": "0001005409", "assigned-sic": "6035", "irs-number": "113297463", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27782", "film-number": "99522090"}, "business-address": {"street1": "209 HAVEMEYER ST", "street2": "C/O DIME SAVINGS BANK OF WILLIAMSBURGH", "city": "BROOKLYN", "state": "NY", "zip": "11211", "phone": "7187826200"}, "mail-address": {"street1": "209 HAVEMEYER STREET", "city": "BROOKLYN", "state": "NY", "zip": "11211"}, "former-company": {"former-conformed-name": "DIME COMMUNITY BANCORP INC", "date-changed": "19951227"}}
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):  January 21, 1999

                  DIME COMMUNITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)

         Delaware                0-27782                     11-3297463

      (State or other       (Commission File Number)        (IRS Employer
      jurisdiction of                                    Identification No.)
      incorporation)

            209 HAVEMEYER STREET, BROOKLYN, NEW YORK   11211
      (Address of principal executive offices, including zip code)

   Registrant's telephone number, including area code: (718) 782-6200

                                  NONE
      (Former name or former address, if changed since last report)
ITEMS 1 3, 4, 5, 6, 8 & 9. NOT APPLICABLE.

ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS.

     As  of  the  close  of business on January 21, 1999, (the "Effective
Time") Dime Community Bancshares,  Inc.,  a Delaware Corporation ("DCB"),
completed  the  acquisition  of  Financial  Bancorp,   Inc.,  a  Delaware
corporation, ("FIBC"), pursuant to the Agreement and Plan of Merger dated
as of July 18, 1998, by and between DCB and FIBC (the "Merger  Agreement")
(a  copy  of  which  was  filed on Form 8-K/A dated July 27, 1998 and  is
incorporated herein by reference).   As  part  of the acquisition, FIBC's
wholly-owned subsidiary, Financial Federal Savings  Bank, merged with and
into   DCB's   wholly  owned  subsidiary,  The  Dime  Savings   Bank   of
Williamsburgh, a  federally-chartered  stock  savings bank ("DSBW"), with
DSBW as the resulting financial institution.

     Pursuant  to  the  Merger  Agreement,  each  FIBC   stockholder  who
submitted a valid election for cash received $39.14 in cash and each FIBC
stockholder who submitted a valid election for DCB common  stock received
1.8282  shares  of DCB common stock, plus cash in lieu of any  fractional
shares, in exchange for their shares of FIBC common stock.  The remaining
shares of FIBC common  stock for which a valid election was not submitted
were converted into, pursuant  to  the Merger Agreement, a combination of
DCB stock and cash such that each such  shareholder  received  $31.257 in
cash and 0.3682 shares of DCB common stock for each share of FIBC  common
stock,  except  that all stockholders of FIBC who own less than 50 shares
of FIBC common stock  received cash.  As of the Effective Time, shares of
FIBC  common stock that  were  owned  by  FIBC  as  treasury,  that  were
unallocated  shares held in FIBC's Recognition and Retention Plan or that
were held directly  by  DCB  other  than  in  a  fiduciary capacity or in
satisfaction of a debt previously contracted were  canceled  and retired.
No payment will be made with respect to such shares of FIBC common stock.
Based upon the closing price of DCB common stock on January 21, 1999, the
total consideration paid to FIBC stockholders, in the form of cash or DCB
stock, was $66,509,000.

     Holders of stock options which had been granted by FIBC to  purchase
60,133  shares  of FIBC common stock were paid an amount in cash computed
by multiplying (i)  any  positive  difference obtained by subtracting the
per share exercise price applicable  to  such option from $39.14, by (ii)
the number of shares of FIBC common stock  subject to such option.  These
payments totaled approximately $1,545,317.  In addition, holders of stock
options which had been granted by FIBC to purchase  96,975 shares of FIBC
common stock were converted into options to purchase  177,286  shares DCB
common  stock  (the  "Converted  Options").  The expiration dates on  all
Converted Options remained unchanged from initial grant by FIBC.

     The cash portion of the total consideration was obtained by DCB from
cash flows generated in the ordinary  course  of business and operational
borrowings.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

     (a)  (i) The financial statements of FIBC required to be stated
herein are incorporated by reference to Part II Item 8 of FIBC's Annual
Report on Form 10-K for the fiscal year ended September 30, 1998.

          (ii) As of the date of this filing, it is impracticable to provide
the financial statements of Financial Bancorp, Inc. as of and for the
three months ended December 31, 1998.  The required financial information
will be filed as soon as possible and in no event later than April 6, 1999.

     (b)  As of the date of this filing, it is impracticable to provide
pro forma financial information required pursuant to Article 11 of
Regulation S-X.  The required pro forma financial information will be
filed as soon as possible and in no event later than April 6, 1999.

     (c)  Exhibits.  The following Exhibits are filed as part of this
report:

      EXHIBIT NO.                   DESCRIPTION

          2.1                The Agreement and  Plan of Merger, dated as of
                             July 18, 1998 by and between Dime Community
                             Bancshares, Inc. and Financial Bancorp, Inc.,
                             incorporated by reference to Exhibit 2.1 of the
                             Current Report on Form 8-K of Dime Community
                             Bancshares, Inc. filed with the Securities and
                             Exchange Commission on July 20, 1998.

          99.1               Press Release issued January 21, 1999.

          99.2               Financial Statements of Financial Bancorp, Inc.
                             for the fiscal year ended September 30, 1998,
                             incorporated by reference to the Annual Report
                             on Form 10-K of Financial Bancorp, Inc. filed
                             with the Securities and Exchange Commission on
                             December 29, 1998.
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.

                              DIME COMMUNITY BANCSHARES, INC.

                    BY:/s/ KENNETH J. MAHON
                       ----------------------------------------------
                         Kenneth J. Mahon
                         Executive Vice President and Chief Financial
                         Officer

Dated: February 5, 1999
EXHIBIT INDEX

       EXHIBIT NO.             DESCRIPTION

          2.1            The Agreement and  Plan of Merger, dated as of
                         July 18, 1998 by and between Dime Community
                         Bancshares, Inc. and Financial Bancorp, Inc.,
                         incorporated by reference to Exhibit 2.1 of the
                         Current Report on Form 8-K of Dime Community
                         Bancshares, Inc. filed with the Securities and
                         Exchange Commission on July 20, 1998.

          99.1           Press Release issued January 21, 1999.

          99.2           Financial Statements of Financial Bancorp, Inc.
                         for the fiscal year ended September 30, 1998,
                         incorporated by reference to the Annual Report
                         on Form 10-K of Financial Bancorp, Inc. filed
                         with the Securities and Exchange Commission on
                         December 29, 1998.