<PAGE>   1
As filed with the Securities and Exchange Commission on May __, 1997

                              Registration No. 33-




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                STERLING BANCORP
             (Exact name of registrant as specified in its charter)


            NEW YORK                                        13-2565216
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                 430 Park Avenue, New York, New York 10022-3299
                    (Address of Principal Executive Offices)



                      Sterling Bancorp Stock Incentive Plan
                            (Full title of the plan)



                                 Jerrold Gilbert
             Executive Vice President, General Counsel and Secretary
                                STERLING BANCORP
                                 430 Park Avenue
                          New York, New York 10022-3299
                                 (212) 826-8044
            (Name, address and telephone number of agent for service)





                      THE EXHIBIT INDEX APPEARS ON PAGE 11


                               Page 1 of 29 pages
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
     Title Of         Amount      Proposed Maximum      Proposed        Amount
    Securities         To Be       Offering Price        Maximum          Of
       To Be        Registered      Per Share (1)       Aggregate    Registration
    Registered                                          Offering          Fee
                                                          Price


<S>                 <C>         <C>                   <C>           <C>   
Common Stock          942,000   466,000 at $17.0625   $7,951,125        $4,261
$1.00 Par Value                  60,000 at $ 7.25        435,000
(including                       37,000 at $ 8.00        296,000
associated and                   16,000 at $ 7.25        116,000
attached rights                 102,000 at $12.50      1,275,000
to purchase                      16,000 at $11.375       182,000
shares of                       229,000 at $15.50      3,549,500
capital stock                    16,000 at $16.00        256,000
under the                                             ----------
Company's Rights                                      $14,060,125
Agreement dated 
as of March 3,  
1989.           
</TABLE>

(1)   The amount of the registration fee has been calculated on the basis of the
      aggregate offering price for the amount of the registrant's securities
      issuable under the Incentive Plan based, pursuant to Rules 457(c) and
      457(h)(1), as follows: with respect to 463,500 shares representing shares
      which remain to be awarded, on the average of the high and low prices per
      share of the Company's common stock on the New York Exchange composite
      tape on May 19, 1997, and, with respect to 476,000 shares awarded in the
      form of options, on the price at which the options may be exercised.





                                     PART I


Item 1.     Plan Information

The documents containing the information called for by Item I of Form S-8 will
be provided to participants in the Sterling Bancorp Stock Incentive Plan
("Incentive Plan") in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").


Item 2.     Registrant Information and Employee Plan Annual Information

            Not applicable.


                                        2
<PAGE>   3
                                     PART II


Item 3.     Incorporation of Documents by Reference

The following documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act") are incorporated by
reference and shall be deemed a part hereof:

            (a)   The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996.

            (b)   The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1997.

            (c)   Amended and restated Certificate of Incorporation filed with
                  the State of New York, Department of State, August 14, 1986
                  (filed as Exhibit 3.3 to Registrant's Form 10-K for the fiscal
                  year ended December 31, 1986).

            (d)   Certificate of Amendment of Certificate of Incorporation filed
                  with the State of New York, Department of State, June 13, 1988
                  (filed as Exhibit 3.5 to Registrant's Form 10-K for the fiscal
                  year ended December 31, 1988).

            (e)   Certificate of Amendment of Certificate of Incorporation filed
                  with the State of New York, Department of State, March 5, 1993
                  (filed as Exhibit 4.1 to Registrant's Form 8-K dated March 5,
                  1993).

            (f)   By-Laws as in effect on March 15, 1993 (filed as Exhibit 3.3
                  to Registrant's Form 10-K for the fiscal year ended December
                  31, 1992).

            (g)   All other reports filed since December 31, 1996 to the date
                  hereof pursuant to Sections 13(a) or 15(d) of the Exchange
                  Act.

            (h)   The description of the Company's Common Stock, $1.00 par
                  value, contained in the Company's Registration Statement filed
                  under the Exchange Act, including all amendments or reports
                  filed for the purpose of updating such description, and the
                  description of rights associated and attached to the Common
                  Stock ("Rights") to purchase the Company's Series C Preferred
                  Shares, $5.00 par value ("Preferred Shares"), or fractions
                  thereof, at a Purchase Price of $35.00 per one one- hundredth
                  of a Preferred Share, contained in the


                                        3
<PAGE>   4
                  Company's Registration Statement therefor filed under the
                  Exchange Act on March 6, 1989, including all amendments or
                  reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, 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, shall be deemed to be
incorporated herein by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            An opinion upon the validity of the securities being registered
hereunder has been given by Jerrold Gilbert, Esq., General Counsel of the
Company. Mr. Gilbert holds options to purchase 32,000 Common Shares, with
attached and associated Rights, being registered hereunder.

Item 6.     Indemnification of Directors and Officers.

            Section 722 of the Business Corporation Law of the State of New York
permits a corporation to indemnify any person who is a director or officer of
the corporation against expenses (including attorneys' fees), judgments, fines
and settlements actually and necessarily incurred by him in connection with any
action, suit, or proceeding brought by a third party, if such person acted in
good faith for a purpose of which 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 his conduct was
unlawful. In a derivative action (an action by or in the right of the
corporation to procure a judgment in its favor), indemnification may be made
only for amounts paid in settlement and for reasonable expenses actually and
necessarily incurred, and only with respect to a matter as to which the person
acted in good faith for a purpose which he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made with respect to a person who shall have been adjudged liable to
the corporation, unless, and only to the extent, the court in which the action
or suit was brought determines upon application that the person is reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Section 726 of the Business Corporation Law permits a corporation to obtain
insurance on behalf of any person who is a director or officer of the
corporation against liability


                                        4
<PAGE>   5
incurred by him in any such capacity, or arising out of his status as such,
whether or not he could be indemnified against such liability under Section 772.
Section 721 of the Business Corporation Law provides that the provisions of the
Business Corporation Law relating to indemnification do not preclude a
corporation from affording other rights of indemnification to directors and
officers in the corporation's certificate of incorporation or by-laws, by
resolution of the shareholders or directors, or by agreement, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication establishes that he acted in bad faith or
with active and deliberate dishonesty, or that he personally gained a financial
advantage to which he was not legally entitled.


      The Company's By-Laws contain the following provisions with respect to
indemnification:

      (a) Each person made, or threatened to be made, a party to an action or
proceeding, including a derivative action, whether civil or criminal (a
"Proceeding"), by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director or an officer of the Company or,
while a director or officer is or was serving at the request of the Company as a
director or officer of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to employee benefit
plans, whether the basis of the Proceeding is alleged action in an official
capacity as a director or an officer or in any other capacity while serving as a
director or an officer, shall be indemnified and held harmless by the Company to
the fullest extent authorized by the New York Business Corporation Law against
all judgments, fines (including any excise tax deemed a fine under the
applicable provisions of the Business Corporation Law), amounts paid in
settlement (provided that such settlement was made with the prior written
consent of the Company or that the Company unreasonably refused or withheld
consent), and reasonable expenses, including attorneys' fees incurred as a
result of a Proceeding and any appeals therein.

      (b) Expenses incurred (including attorneys' fees) by any person
indemnified under the By-Laws in defending a Proceeding shall be paid by the
Company after the final disposition of such Proceeding. The Company's obligation
to pay such expenses shall be subject to the receipt of an undertaking by or on
behalf of such person to repay such amount to the extent it exceeds the
indemnification to which such person is ultimately found to be entitled under
the By-Laws or otherwise.

      (c) The indemnification rights conferred on any person by the By-Laws are
in addition to the rights to indemnification that


                                        5
<PAGE>   6
such person may have under the Business Corporation Law or other applicable law.

      (d) Any amendment or repeal of the indemnification provisions of the
By-Laws shall not adversely affect any right or protection of any director or
officer existing at the time of such amendment or repeal, unless the Proceeding
is based upon an alleged act or omission occurring more than 30 days after such
director or officer received notice of such amendment or repeal.

      (e) No indemnification may be made to or on behalf of any director or
officer if a judgment or other final adjudication adverse to him establishes
that his acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he actually and personally gained a financial profit or other advantage
to which he was not legally entitled.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions or otherwise, the
Company 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.

      As permitted by the New York Business Corporation Law, the Company's
Certificate of Incorporation includes a provision reducing or eliminating, in
certain circumstances, the liability of its directors to the Company or its
shareholders for monetary damages resulting from a breach of fiduciary duty.
Consistent with the New York Business Corporation Law, the Certificate of
Incorporation does not permit any reduction or elimination of a director's
liability for a breach of his duty of loyalty, for failing to act in good faith,
for engaging in intentional misconduct or knowingly violating the law, for
obtaining an improper personal benefit, or for paying a dividend, approving a
stock repurchase, distributing corporate assets, or making any loan which is
illegal under New York law.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

5           Opinion of Jerrold Gilbert, Esq.

23.1        Consent of KPMG Peat Marwick LLP dated May 19, 1997

23.2        Consent of Jerrold Gilbert, Esq. (included in Exhibit 5
            to this Registration Statement).


                                        6
<PAGE>   7
24          Power of Attorney (included as part of the signature
            pages to this Registration Statement).

99.1        Stock Incentive Plan, as Amended                              

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:

            (a)   to include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (b)   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;

            (c)   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 (1)(a) and (b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

      (2)   That, for purposes 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 the 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.


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 Act of 1934 (and, where applicable, each filing of an


                                        7
<PAGE>   8
      employee benefit plan's annual report pursuant to Section 15(d) of the
      Securities Exchange Act of 1934) 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.

C.    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 indemnification provisions referred to in this
      registration statement, 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 that
      matter has been settled by controlling precedent, submit to
      a court of appropriate jurisdiction the question of whether
      such indemnification by it is against public policy as
      expressed in the Act and will be governed by the final
      adjudication of such issue.


                                        8
<PAGE>   9
                                   SIGNATURES

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 New York, State of New York, on May 15, 1997.


                                                STERLING BANCORP


                                                By: s/Louis J. Cappelli
                                                   ----------------------------
                                                   Louis J. Cappelli
                                                   Chairman of the Board
                                                   and Chief Executive
                                                   Officer


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Louis J. Cappelli, John C. Millman, and Jerrold
Gilbert, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration and
to file the same, with exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorney-in fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been duly signed by the following persons in the capacities and on
the date indicated.

      Signature                     Title                         Date
      ---------                     -----                         ----


s/Louis J. Cappelli           Chairman of the Board
-------------------           Chief Executive Officer                   
Louis J. Cappelli             and Director                  May 15, 1997


s/John C. Millman             President and Director        May 15, 1997
------------------
John C. Millman


                                        9
<PAGE>   10
s/John W. Tietjen             Senior Vice President,
-----------------             Treasurer, and Chief                      
John W. Tietjen               Financial Officer             May 15, 1997



s/Joseph M. Adamko            Vice Chairman of the
------------------            Board and Director            May 15, 1997
Joseph M. Adamko              



s/Lillian Berkman             Director                      May 15, 1997
-----------------
Lillian Berkman



s/Walter Feldesman            Director                      May 15, 1997
------------------
Walter Feldesman



s/Allan F. Hershfield         Director                      May 15, 1997
---------------------
Allan F. Hershfield



s/Henry J. Humphreys          Director                      May 15, 1997
--------------------
Henry J. Humphreys



s/Maxell M. Rabb              Director                      May 15, 1997
----------------
Maxwell M. Rabb



s/Eugene T. Rossides          Director                      May 15, 1997
--------------------
Eugene T. Rossides



s/William C. Warren           Director                      May 15, 1997
-------------------
William C. Warren


                                       10
<PAGE>   11
                EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT

                                       OF

                                STERLING BANCORP




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

   5                    Opinion of Jerrold Gilbert, Esq.       

  23.1                  Consent of KPMG Peat Marwick LLP       
                        dated May 19, 1997

  23.2                  Consent of Jerrold Gilbert, Esq.
                        (included in Exhibit 2 to this
                        Registration Statement)

  24                    Power of Attorney (included as
                        part of the signature pages to
                        this Registration Statement)

  99.1                  Stock Incentive Plan,                  
                        as Amended                              


                                       11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23621}]
{"company-data": {"conformed-name": "STERLING BANCORP", "cik": "0000093451", "assigned-sic": "6021", "irs-number": "132565216", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27473", "film-number": "97611947"}, "business-address": {"street1": "540 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022-3299", "phone": "2128268000"}, "mail-address": {"street1": "540 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022-3299"}, "former-company": [{"former-conformed-name": "STANDARD PRUDENTIAL CORP /NEW/", "date-changed": "19781210"}, {"former-conformed-name": "STANDARD PRUDENTIAL UNITED CORP", "date-changed": "19681125"}]}
1
As filed with the Securities and Exchange Commission on May __, 1997

                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                STERLING BANCORP
             (Exact name of registrant as specified in its charter)

            NEW YORK                                        13-2565216
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                 430 Park Avenue, New York, New York 10022-3299
                    (Address of Principal Executive Offices)

                      Sterling Bancorp Stock Incentive Plan
                            (Full title of the plan)

                                 Jerrold Gilbert
             Executive Vice President, General Counsel and Secretary
                                STERLING BANCORP
                                 430 Park Avenue
                          New York, New York 10022-3299
                                 (212) 826-8044
            (Name, address and telephone number of agent for service)

                      THE EXHIBIT INDEX APPEARS ON PAGE 11

                               Page 1 of 29 pages
2
                         CALCULATION OF REGISTRATION FEE
Title Of         Amount      Proposed Maximum      Proposed        Amount
    Securities         To Be       Offering Price        Maximum          Of
       To Be        Registered      Per Share (1)       Aggregate    Registration
    Registered                                          Offering          Fee
                                                          Price
Common Stock          942,000   466,000 at $17.0625   $7,951,125        $4,261
$1.00 Par Value                  60,000 at $ 7.25        435,000
(including                       37,000 at $ 8.00        296,000
associated and                   16,000 at $ 7.25        116,000
attached rights                 102,000 at $12.50      1,275,000
to purchase                      16,000 at $11.375       182,000
shares of                       229,000 at $15.50      3,549,500
capital stock                    16,000 at $16.00        256,000
under the                                             ----------
Company's Rights                                      $14,060,125
Agreement dated 
as of March 3,  
1989.
(1)   The amount of the registration fee has been calculated on the basis of the
      aggregate offering price for the amount of the registrant's securities
      issuable under the Incentive Plan based, pursuant to Rules 457(c) and
      457(h)(1), as follows: with respect to 463,500 shares representing shares
      which remain to be awarded, on the average of the high and low prices per
      share of the Company's common stock on the New York Exchange composite
      tape on May 19, 1997, and, with respect to 476,000 shares awarded in the
      form of options, on the price at which the options may be exercised.

                                     PART I

Item 1.     Plan Information

The documents containing the information called for by Item I of Form S-8 will
be provided to participants in the Sterling Bancorp Stock Incentive Plan
("Incentive Plan") in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").

Item 2.     Registrant Information and Employee Plan Annual Information

            Not applicable.

                                        2
3
                                     PART II

Item 3.     Incorporation of Documents by Reference

The following documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act") are incorporated by
reference and shall be deemed a part hereof:

            (a)   The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996.

            (b)   The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1997.

            (c)   Amended and restated Certificate of Incorporation filed with
                  the State of New York, Department of State, August 14, 1986
                  (filed as Exhibit 3.3 to Registrant's Form 10-K for the fiscal
                  year ended December 31, 1986).

            (d)   Certificate of Amendment of Certificate of Incorporation filed
                  with the State of New York, Department of State, June 13, 1988
                  (filed as Exhibit 3.5 to Registrant's Form 10-K for the fiscal
                  year ended December 31, 1988).

            (e)   Certificate of Amendment of Certificate of Incorporation filed
                  with the State of New York, Department of State, March 5, 1993
                  (filed as Exhibit 4.1 to Registrant's Form 8-K dated March 5,
                  1993).

            (f)   By-Laws as in effect on March 15, 1993 (filed as Exhibit 3.3
                  to Registrant's Form 10-K for the fiscal year ended December
                  31, 1992).

            (g)   All other reports filed since December 31, 1996 to the date
                  hereof pursuant to Sections 13(a) or 15(d) of the Exchange
                  Act.

            (h)   The description of the Company's Common Stock, $1.00 par
                  value, contained in the Company's Registration Statement filed
                  under the Exchange Act, including all amendments or reports
                  filed for the purpose of updating such description, and the
                  description of rights associated and attached to the Common
                  Stock ("Rights") to purchase the Company's Series C Preferred
                  Shares, $5.00 par value ("Preferred Shares"), or fractions
                  thereof, at a Purchase Price of $35.00 per one one- hundredth
                  of a Preferred Share, contained in the

                                        3
4
                  Company's Registration Statement therefor filed under the
                  Exchange Act on March 6, 1989, including all amendments or
                  reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, 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, shall be deemed to be
incorporated herein by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            An opinion upon the validity of the securities being registered
hereunder has been given by Jerrold Gilbert, Esq., General Counsel of the
Company. Mr. Gilbert holds options to purchase 32,000 Common Shares, with
attached and associated Rights, being registered hereunder.

Item 6.     Indemnification of Directors and Officers.

            Section 722 of the Business Corporation Law of the State of New York
permits a corporation to indemnify any person who is a director or officer of
the corporation against expenses (including attorneys' fees), judgments, fines
and settlements actually and necessarily incurred by him in connection with any
action, suit, or proceeding brought by a third party, if such person acted in
good faith for a purpose of which 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 his conduct was
unlawful. In a derivative action (an action by or in the right of the
corporation to procure a judgment in its favor), indemnification may be made
only for amounts paid in settlement and for reasonable expenses actually and
necessarily incurred, and only with respect to a matter as to which the person
acted in good faith for a purpose which he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made with respect to a person who shall have been adjudged liable to
the corporation, unless, and only to the extent, the court in which the action
or suit was brought determines upon application that the person is reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Section 726 of the Business Corporation Law permits a corporation to obtain
insurance on behalf of any person who is a director or officer of the
corporation against liability

                                        4
5
incurred by him in any such capacity, or arising out of his status as such,
whether or not he could be indemnified against such liability under Section 772.
Section 721 of the Business Corporation Law provides that the provisions of the
Business Corporation Law relating to indemnification do not preclude a
corporation from affording other rights of indemnification to directors and
officers in the corporation's certificate of incorporation or by-laws, by
resolution of the shareholders or directors, or by agreement, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication establishes that he acted in bad faith or
with active and deliberate dishonesty, or that he personally gained a financial
advantage to which he was not legally entitled.

      The Company's By-Laws contain the following provisions with respect to
indemnification:

      (a) Each person made, or threatened to be made, a party to an action or
proceeding, including a derivative action, whether civil or criminal (a
"Proceeding"), by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director or an officer of the Company or,
while a director or officer is or was serving at the request of the Company as a
director or officer of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to employee benefit
plans, whether the basis of the Proceeding is alleged action in an official
capacity as a director or an officer or in any other capacity while serving as a
director or an officer, shall be indemnified and held harmless by the Company to
the fullest extent authorized by the New York Business Corporation Law against
all judgments, fines (including any excise tax deemed a fine under the
applicable provisions of the Business Corporation Law), amounts paid in
settlement (provided that such settlement was made with the prior written
consent of the Company or that the Company unreasonably refused or withheld
consent), and reasonable expenses, including attorneys' fees incurred as a
result of a Proceeding and any appeals therein.

      (b) Expenses incurred (including attorneys' fees) by any person
indemnified under the By-Laws in defending a Proceeding shall be paid by the
Company after the final disposition of such Proceeding. The Company's obligation
to pay such expenses shall be subject to the receipt of an undertaking by or on
behalf of such person to repay such amount to the extent it exceeds the
indemnification to which such person is ultimately found to be entitled under
the By-Laws or otherwise.

      (c) The indemnification rights conferred on any person by the By-Laws are
in addition to the rights to indemnification that

                                        5
6
such person may have under the Business Corporation Law or other applicable law.

      (d) Any amendment or repeal of the indemnification provisions of the
By-Laws shall not adversely affect any right or protection of any director or
officer existing at the time of such amendment or repeal, unless the Proceeding
is based upon an alleged act or omission occurring more than 30 days after such
director or officer received notice of such amendment or repeal.

      (e) No indemnification may be made to or on behalf of any director or
officer if a judgment or other final adjudication adverse to him establishes
that his acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he actually and personally gained a financial profit or other advantage
to which he was not legally entitled.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions or otherwise, the
Company 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.

      As permitted by the New York Business Corporation Law, the Company's
Certificate of Incorporation includes a provision reducing or eliminating, in
certain circumstances, the liability of its directors to the Company or its
shareholders for monetary damages resulting from a breach of fiduciary duty.
Consistent with the New York Business Corporation Law, the Certificate of
Incorporation does not permit any reduction or elimination of a director's
liability for a breach of his duty of loyalty, for failing to act in good faith,
for engaging in intentional misconduct or knowingly violating the law, for
obtaining an improper personal benefit, or for paying a dividend, approving a
stock repurchase, distributing corporate assets, or making any loan which is
illegal under New York law.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

5           Opinion of Jerrold Gilbert, Esq.

23.1        Consent of KPMG Peat Marwick LLP dated May 19, 1997

23.2        Consent of Jerrold Gilbert, Esq. (included in Exhibit 5
            to this Registration Statement).

                                        6
7
24          Power of Attorney (included as part of the signature
            pages to this Registration Statement).

99.1        Stock Incentive Plan, as Amended                              

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:

            (a)   to include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (b)   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;

            (c)   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 (1)(a) and (b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

      (2)   That, for purposes 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 the 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.

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 Act of 1934 (and, where applicable, each filing of an

                                        7
8
      employee benefit plan's annual report pursuant to Section 15(d) of the
      Securities Exchange Act of 1934) 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.

C.    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 indemnification provisions referred to in this
      registration statement, 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 that
      matter has been settled by controlling precedent, submit to
      a court of appropriate jurisdiction the question of whether
      such indemnification by it is against public policy as
      expressed in the Act and will be governed by the final
      adjudication of such issue.

                                        8
9
                                   SIGNATURES

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 New York, State of New York, on May 15, 1997.

                                                STERLING BANCORP

                                                By: s/Louis J. Cappelli
                                                   ----------------------------
                                                   Louis J. Cappelli
                                                   Chairman of the Board
                                                   and Chief Executive
                                                   Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Louis J. Cappelli, John C. Millman, and Jerrold
Gilbert, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this registration and
to file the same, with exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorney-in fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been duly signed by the following persons in the capacities and on
the date indicated.

      Signature                     Title                         Date
      ---------                     -----                         ----

s/Louis J. Cappelli           Chairman of the Board
-------------------           Chief Executive Officer                   
Louis J. Cappelli             and Director                  May 15, 1997

s/John C. Millman             President and Director        May 15, 1997
------------------
John C. Millman

                                        9
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s/John W. Tietjen             Senior Vice President,
-----------------             Treasurer, and Chief                      
John W. Tietjen               Financial Officer             May 15, 1997

s/Joseph M. Adamko            Vice Chairman of the
------------------            Board and Director            May 15, 1997
Joseph M. Adamko              

s/Lillian Berkman             Director                      May 15, 1997
-----------------
Lillian Berkman

s/Walter Feldesman            Director                      May 15, 1997
------------------
Walter Feldesman

s/Allan F. Hershfield         Director                      May 15, 1997
---------------------
Allan F. Hershfield

s/Henry J. Humphreys          Director                      May 15, 1997
--------------------
Henry J. Humphreys

s/Maxell M. Rabb              Director                      May 15, 1997
----------------
Maxwell M. Rabb

s/Eugene T. Rossides          Director                      May 15, 1997
--------------------
Eugene T. Rossides

s/William C. Warren           Director                      May 15, 1997
-------------------
William C. Warren

                                       10
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                EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT

                                       OF

                                STERLING BANCORP

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

   5                    Opinion of Jerrold Gilbert, Esq.       

  23.1                  Consent of KPMG Peat Marwick LLP       
                        dated May 19, 1997

  23.2                  Consent of Jerrold Gilbert, Esq.
                        (included in Exhibit 2 to this
                        Registration Statement)

  24                    Power of Attorney (included as
                        part of the signature pages to
                        this Registration Statement)

  99.1                  Stock Incentive Plan,                  
                        as Amended                              

                                       11