<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2003

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE

                             SECURITIES ACT OF 1933


                         NORTH FORK BANCORPORATION, INC.

             (Exact name of Registrant as specified in its charter)

    DELAWARE                                                36-3154608
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                              275 BROADHOLLOW ROAD
                            MELVILLE, NEW YORK                     11747
               (Address of Principal Executive Offices)          (Zip Code)

                         NORTH FORK BANCORPORATION, INC.
                          2003 STOCK COMPENSATION PLAN
                            (Full title of the Plan)

                                 JOHN ADAM KANAS
                 Chairman, President and Chief Executive Officer
                         North Fork Bancorporation, Inc.
                               275 Broadhollow Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (631) 844-1004

                        (Telephone number, including area
                           code, of agent for service)

                        Copies of all correspondence to:
                             THOMAS B. KINSOCK, ESQ.
                           Stinson Morrison Hecker LLP

                       100 South Fourth Street, Suite 700

                            St. Louis, Missouri 63102
 ===============================================================================

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                         PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
 TITLE OF SECURITIES BEING            AMOUNT              OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION
         REGISTERED            TO BE REGISTERED (1)        PER SHARE (2)               PRICE                  FEE
         ----------            --------------------        -------------               -----                  ---


<S>                            <C>                       <C>                    <C>                     <C>
        Common Stock                5,000,000                 $31.76             $158,800,000.00         $12,846.92
 $0.01 par value per share

</TABLE>

(1)   Represents maximum number of shares of Common Stock available for issuance
      under the Registrant's 2003 Stock Compensation Plan.

(2)   Estimated solely for the purpose of calculating the registration fee. Such
      estimate has been calculated in accordance with Rule 457(h) under the
      Securities Act of 1933, and is based upon the average of the high and low
      prices per share of the Registrant's Common Stock as reported on the New
      York Stock Exchange on June 24, 2003.
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 and the introductory note to Part I of Form S-8. The
documents containing the information specified in Part I will be delivered to
the participants in the plan covered by this Registration Statement as required
by Rule 428(b).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

      (a)   The Registrant's latest annual report on Form 10-K filed pursuant to
            Section 13 or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act");

      (b)   All other reports filed by the Registrant pursuant to Section 13 or
            15(d) of the Exchange Act since the end of the fiscal year covered
            by the annual report referred to in (a) above; and

      (c)   The description of the Registrant's Common Stock which is contained
            in the Registration Statement filed by the Registrant under Section
            12 of the Exchange Act, including any amendment or report filed for
            the purpose of updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

      Any statement contained in a document incorporated by reference herein and
filed prior to the filing hereof shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement, and any statement
contained herein or in any other document 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 in any other subsequently
filed document which also is 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.

ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law (the "DGCL") generally
provides that a corporation may indemnify directors, officers, employees or
agents against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interests of the
corporation.

      Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably


                                       2
<PAGE>
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.

      Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under standards similar to those set forth above, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

      Section 145 of the DGCL further provides that, among other things, to the
extent that a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to in Subsections (a) and (b)
of Section 145, or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that a corporation is empowered
to purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and 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 against such liability under
Section 145.

      Indemnification as described above shall be granted in a specific case
only upon a determination that indemnification is proper under the circumstances
using the applicable standard of conduct which is made by (a) a majority of
directors who were not parties to such proceeding, (b) independent legal counsel
in a written opinion if there are no such disinterested directors or if such
disinterested directors so direct, or (c) the shareholders.

      Article 8.1 of the Bylaws of the Registrant provides that the Registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of the
Registrant against expenses (including attorneys' fees), judgments, fines and
settlement payments actually and reasonably incurred by him or her to the
fullest extent permitted by the DGCL and any other applicable law, as may be in
effect from time to time.

      Article 8.2 of the Bylaws of the Registrant provides that the Registrant
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was an employee or agent of the
Registrant or is serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her to the extent permitted by the DGCL, and any other applicable law
as may be in effect from time to time.

      Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits the
certificate of incorporation of a corporation to provide that a director shall
not be personally liable to the corporation or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (dealing with unlawful dividends or unlawful stock
purchases or redemptions), or (iv) for any transaction from which the director
derived an improper personal benefit.

      Article 10 of the Registrant's Certificate of Incorporation provides that,
subject only to the express prohibitions on elimination or limitation of
liability of directors set forth in Section 102(b)(7), as the same may be
amended from time to time, directors shall not be liable for monetary damages in
excess of $25,000 per occurrence resulting from a breach of their fiduciary
duties.

      The Registrant maintains a director and officer liability insurance policy
providing for the insurance on behalf of any person who is or was a director or
officer of the Registrant and subsidiary companies against any liability
incurred by such person in any such capacity or arising out of such person's
status as such. The insurer's


                                       3
<PAGE>
limit of liability under the policy is $40 million in the aggregate for all
insured losses per year. The policy contains various reporting requirements and
exclusions.

      Section 18(k) of the Federal Deposit Insurance Act (the "FDI Act")
provides that the FDIC may prohibit or limit, by regulation or order, payments
by any insured depository institution or its holding company for the benefit of
directors and officers of the insured depository institution, or others who are
or were "institution-affiliated parties," as defined under the FDI Act, if such
payments are on behalf of or in reimbursement of such person for any liability
or legal expense sustained with regard to any administrative or civil
enforcement action which results in a final order against the person. The FDIC
has adopted regulations prohibiting, subject to certain exceptions, insured
depository institutions, their subsidiaries and affiliated holding companies
from indemnifying officers, directors or employees for any civil money penalty
or judgment resulting from an administrative or civil enforcement action
commenced by any federal banking agency, or for that portion of the costs
sustained with regard to such an action that results in a final order or
settlement that is adverse to the director, officer or employee.

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM  8. EXHIBITS

      See Exhibit Index.

ITEM  9. UNDERTAKINGS

(a)   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 of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of this 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 this registration statement. Notwithstanding the foregoing,
            any increase or decrease in the 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 end of the
            estimated maximum offering range may be 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 a 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement;

            (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in the
            Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, 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
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.

(c)-(g)  Not Applicable.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 of 1933 and will be governed by the
final adjudication of such issue.

(i)   Not Applicable.

(j)   Not Applicable.



                                       5
<PAGE>
                                   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 the City of Melville, State of New York, on June 24, 2003.

                          NORTH FORK BANCORPORATION, INC.




                          By:    /s/  JOHN ADAM KANAS
                               -------------------------------------------------
                               John Adam Kanas
                               Chairman, President and Chief Executive Officer


                                POWER OF ATTORNEY

      We, the undersigned officers and directors of North Fork Bancorporation,
Inc., hereby severally and individually constitute and appoint John Adam Kanas
and Daniel M. Healy and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.

      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.

<TABLE>
<CAPTION>
          NAME                                         TITLE                                             DATE
          ----                                         -----                                             ----
<S>                                      <C>                                                         <C>

  /s/  JOHN ADAM KANAS                   Chairman, President and Chief Executive Officer             June 24, 2003
---------------------------
John Adam Kanas                          (Principal Executive Officer)


  /s/  DANIEL M. HEALY                   Executive Vice President,                                   June 24, 2003
-------------------------------
Daniel M. Healy                          Chief Financial Officer and Director
                                         (Principal Financial and Accounting Officer)

  /s/  JOHN BOHLSEN                      Director                                                    June 24, 2003
-------------------------------
John Bohlsen

  /s/  ALLAN C. DICKERSON                Director                                                    June 24, 2003
---------------------------
Allan C. Dickerson

  /s/  LLOYD A. GERARD                   Director                                                    June 24, 2003
---------------------------
Lloyd A. Gerard

  /s/  RAYMOND A. NIELSEN                Director                                                    June 24, 2003
---------------------------
Raymond A. Nielsen

  /s/  JAMES F. REEVE                    Director                                                    June 24, 2003
-------------------------------
James F. Reeve

</TABLE>

                                       6
<PAGE>
<TABLE>
<S>                                      <C>                                                         <C>

  /s/  GEORGE H. ROWSOM                  Director                                                    June 24, 2003
---------------------------
George H. Rowsom

  /s/  DR. KURT R. SCHMELLER             Director                                                    June 24, 2003
------------------------------
Dr. Kurt R. Schmeller
</TABLE>





                                       7
<PAGE>
                                    FORM S-8

                         NORTH FORK BANCORPORATION, INC.

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number                                  Description                                                  Page

<S>                   <C>                                                                            <C>
5.1                   Opinion of Stinson Morrison Hecker LLP.

23.1                  Consent of KPMG LLP, independent auditors.

23.2                  Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1).

24.1                  Power of Attorney (included on signature page of the Registration
                      Statement).

99.1                  North Fork Bancorporation, Inc. 2003 Stock Compensation Plan.

</TABLE>



                                       8
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{"company-data": {"conformed-name": "NORTH FORK BANCORPORATION INC", "cik": "0000352510", "assigned-sic": "6022", "irs-number": "363154608", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106705", "film-number": "03767990"}, "business-address": {"street1": "275 BROAD HOLLOW RD", "street2": "PO BOX 8914", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "6318441004"}, "mail-address": {"street1": "275 BROAD HOLLOW RD", "street2": "PO BOX 8914", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2003

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE

                             SECURITIES ACT OF 1933

                         NORTH FORK BANCORPORATION, INC.

             (Exact name of Registrant as specified in its charter)

    DELAWARE                                                36-3154608
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                              275 BROADHOLLOW ROAD
                            MELVILLE, NEW YORK                     11747
               (Address of Principal Executive Offices)          (Zip Code)

                         NORTH FORK BANCORPORATION, INC.
                          2003 STOCK COMPENSATION PLAN
                            (Full title of the Plan)

                                 JOHN ADAM KANAS
                 Chairman, President and Chief Executive Officer
                         North Fork Bancorporation, Inc.
                               275 Broadhollow Road
                            Melville, New York 11747
                     (Name and address of agent for service)

                                 (631) 844-1004

                        (Telephone number, including area
                           code, of agent for service)

                        Copies of all correspondence to:
                             THOMAS B. KINSOCK, ESQ.
                           Stinson Morrison Hecker LLP

                       100 South Fourth Street, Suite 700

                            St. Louis, Missouri 63102
 ===============================================================================

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
 TITLE OF SECURITIES BEING            AMOUNT              OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION
         REGISTERED            TO BE REGISTERED (1)        PER SHARE (2)               PRICE                  FEE
         ----------            --------------------        -------------               -----                  ---
Common Stock                5,000,000                 $31.76             $158,800,000.00         $12,846.92
 $0.01 par value per share
(1)   Represents maximum number of shares of Common Stock available for issuance
      under the Registrant's 2003 Stock Compensation Plan.

(2)   Estimated solely for the purpose of calculating the registration fee. Such
      estimate has been calculated in accordance with Rule 457(h) under the
      Securities Act of 1933, and is based upon the average of the high and low
      prices per share of the Registrant's Common Stock as reported on the New
      York Stock Exchange on June 24, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 and the introductory note to Part I of Form S-8. The
documents containing the information specified in Part I will be delivered to
the participants in the plan covered by this Registration Statement as required
by Rule 428(b).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

      (a)   The Registrant's latest annual report on Form 10-K filed pursuant to
            Section 13 or 15(d) of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act");

      (b)   All other reports filed by the Registrant pursuant to Section 13 or
            15(d) of the Exchange Act since the end of the fiscal year covered
            by the annual report referred to in (a) above; and

      (c)   The description of the Registrant's Common Stock which is contained
            in the Registration Statement filed by the Registrant under Section
            12 of the Exchange Act, including any amendment or report filed for
            the purpose of updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

      Any statement contained in a document incorporated by reference herein and
filed prior to the filing hereof shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement, and any statement
contained herein or in any other document 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 in any other subsequently
filed document which also is 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.

ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law (the "DGCL") generally
provides that a corporation may indemnify directors, officers, employees or
agents against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interests of the
corporation.

      Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably

                                       2
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.

      Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under standards similar to those set forth above, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

      Section 145 of the DGCL further provides that, among other things, to the
extent that a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to in Subsections (a) and (b)
of Section 145, or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that a corporation is empowered
to purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and 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 against such liability under
Section 145.

      Indemnification as described above shall be granted in a specific case
only upon a determination that indemnification is proper under the circumstances
using the applicable standard of conduct which is made by (a) a majority of
directors who were not parties to such proceeding, (b) independent legal counsel
in a written opinion if there are no such disinterested directors or if such
disinterested directors so direct, or (c) the shareholders.

      Article 8.1 of the Bylaws of the Registrant provides that the Registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was a director or officer of the
Registrant against expenses (including attorneys' fees), judgments, fines and
settlement payments actually and reasonably incurred by him or her to the
fullest extent permitted by the DGCL and any other applicable law, as may be in
effect from time to time.

      Article 8.2 of the Bylaws of the Registrant provides that the Registrant
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was an employee or agent of the
Registrant or is serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her to the extent permitted by the DGCL, and any other applicable law
as may be in effect from time to time.

      Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits the
certificate of incorporation of a corporation to provide that a director shall
not be personally liable to the corporation or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (dealing with unlawful dividends or unlawful stock
purchases or redemptions), or (iv) for any transaction from which the director
derived an improper personal benefit.

      Article 10 of the Registrant's Certificate of Incorporation provides that,
subject only to the express prohibitions on elimination or limitation of
liability of directors set forth in Section 102(b)(7), as the same may be
amended from time to time, directors shall not be liable for monetary damages in
excess of $25,000 per occurrence resulting from a breach of their fiduciary
duties.

      The Registrant maintains a director and officer liability insurance policy
providing for the insurance on behalf of any person who is or was a director or
officer of the Registrant and subsidiary companies against any liability
incurred by such person in any such capacity or arising out of such person's
status as such. The insurer's

                                       3
limit of liability under the policy is $40 million in the aggregate for all
insured losses per year. The policy contains various reporting requirements and
exclusions.

      Section 18(k) of the Federal Deposit Insurance Act (the "FDI Act")
provides that the FDIC may prohibit or limit, by regulation or order, payments
by any insured depository institution or its holding company for the benefit of
directors and officers of the insured depository institution, or others who are
or were "institution-affiliated parties," as defined under the FDI Act, if such
payments are on behalf of or in reimbursement of such person for any liability
or legal expense sustained with regard to any administrative or civil
enforcement action which results in a final order against the person. The FDIC
has adopted regulations prohibiting, subject to certain exceptions, insured
depository institutions, their subsidiaries and affiliated holding companies
from indemnifying officers, directors or employees for any civil money penalty
or judgment resulting from an administrative or civil enforcement action
commenced by any federal banking agency, or for that portion of the costs
sustained with regard to such an action that results in a final order or
settlement that is adverse to the director, officer or employee.

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM  8. EXHIBITS

      See Exhibit Index.

ITEM  9. UNDERTAKINGS

(a)   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 of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of this 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 this registration statement. Notwithstanding the foregoing,
            any increase or decrease in the 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 end of the
            estimated maximum offering range may be 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 a 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement;

            (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in the
            Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, 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
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.

(c)-(g)  Not Applicable.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 of 1933 and will be governed by the
final adjudication of such issue.

(i)   Not Applicable.

(j)   Not Applicable.

                                       5
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 the City of Melville, State of New York, on June 24, 2003.

                          NORTH FORK BANCORPORATION, INC.

                          By:    /s/  JOHN ADAM KANAS
                               -------------------------------------------------
                               John Adam Kanas
                               Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

      We, the undersigned officers and directors of North Fork Bancorporation,
Inc., hereby severally and individually constitute and appoint John Adam Kanas
and Daniel M. Healy and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.

      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.
NAME                                         TITLE                                             DATE
          ----                                         -----                                             ----
/s/  JOHN ADAM KANAS                   Chairman, President and Chief Executive Officer             June 24, 2003
---------------------------
John Adam Kanas                          (Principal Executive Officer)

  /s/  DANIEL M. HEALY                   Executive Vice President,                                   June 24, 2003
-------------------------------
Daniel M. Healy                          Chief Financial Officer and Director
                                         (Principal Financial and Accounting Officer)

  /s/  JOHN BOHLSEN                      Director                                                    June 24, 2003
-------------------------------
John Bohlsen

  /s/  ALLAN C. DICKERSON                Director                                                    June 24, 2003
---------------------------
Allan C. Dickerson

  /s/  LLOYD A. GERARD                   Director                                                    June 24, 2003
---------------------------
Lloyd A. Gerard

  /s/  RAYMOND A. NIELSEN                Director                                                    June 24, 2003
---------------------------
Raymond A. Nielsen

  /s/  JAMES F. REEVE                    Director                                                    June 24, 2003
-------------------------------
James F. Reeve
6
/s/  GEORGE H. ROWSOM                  Director                                                    June 24, 2003
---------------------------
George H. Rowsom

  /s/  DR. KURT R. SCHMELLER             Director                                                    June 24, 2003
------------------------------
Dr. Kurt R. Schmeller
7
FORM S-8

                         NORTH FORK BANCORPORATION, INC.

                                  EXHIBIT INDEX
Exhibit
Number                                  Description                                                  Page
5.1                   Opinion of Stinson Morrison Hecker LLP.

23.1                  Consent of KPMG LLP, independent auditors.

23.2                  Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1).

24.1                  Power of Attorney (included on signature page of the Registration
                      Statement).

99.1                  North Fork Bancorporation, Inc. 2003 Stock Compensation Plan.
8