<PAGE>

      As filed with the Securities and Exchange Commission
                        on June 24, 1996.

                                          Registration No. 33-
______________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                     ______________________
                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                      _____________________

                   GREENPOINT FINANCIAL CORP.
     (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                     06-1379001 
(State or Other Jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                Identification No.)

                        41-60 Main Street
                    Flushing, New York 11355
            (Address of Principal Executive Offices)

               GreenPoint Bank 401(k) Savings Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
      Senior Vice President, General Counsel and Secretary
                   GREENPOINT FINANCIAL CORP.
                        41-60 Main Street
                    Flushing, New York 11355
                         (718) 670-7655
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

                            Copy to:
                      Bruce D. Senzel, Esq.
                     One Battery Park Plaza
                         Seward & Kissel
                    New York, New York 10004
                         (212) 574-1200





<PAGE>

                 CALCULATION OF REGISTRATION FEE
______________________________________________________________
<TABLE>
<CAPTION>
                                        Proposed Maximum    Proposed Maximum
Title of Securities       Amount to      Offering Price         Aggregate          Amount of
 to be Registered       be Registered     Per Share(2)      Offering Price(2)  Registration Fee

<S>
                         <C>                <C>              <C>                   <C>
Common Stock, par
value $.01 per share     1,000,000          $28.6875         $28,687,500           $9,892.55
                         shares(1)

Interests in the Plan        (3)               N/A                 N/A                N/A

1.   Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock
     splits, stock dividends or similar transactions in accordance with Rules 416(a) and (b) under the
     Securities Act of 1933, as amended (the "Securities Act").

2.   Pursuant to Rule 457(h) under the Securities Act, the proposed maximum aggregate offering price and
     the amount of registration fee are based on the maximum number of the Registrant's shares issuable
     under the Plan, and the proposed maximum offering price per share is estimated on the basis of the
     average of the high and low sales prices of the Registrant's shares as reported for New York Stock
     Exchange composite transactions on June 20, 1996.

3.   Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an
     indeterminate amount of interests to be offered pursuant to the Plan.

______________________________________________________________
</TABLE>



<PAGE>

PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS1 

Item 1.  Plan Information.

Item 2.  Registration Information and Employee Plan Annual
         Information.

_________________________________________________________________

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

         The following documents filed by GREENPOINT FINANCIAL
CORP. (the "Corporation" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are hereby
incorporated by reference herein:

         (a)  The Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 and the Registrant's
Annual Report to Shareholders for the fiscal year ended
December 31, 1995;

         (b)  The Corporation's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;

         (c)  The Corporation's Report on Form 8-K dated May 13,
1996; 

         (d)  The Corporation's Report on Form 8-K dated
March 12, 1996

         (e)  The Corporation's Report on Form 8-K/A dated
March 12, 1996; and 

         (f)  The "Description of Registrant's Securities to be
Registered" contained in the Corporation's Registration Statement
on Form 8-A dated September 27, 1993 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         In addition, all documents subsequently filed by each of
the Corporation and the GreenPoint Bank 401(k) Savings Plan (the
"Plan") pursuant to Section 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
_________________________

1.  This information is not required to be included in, and is
    not incorporated by reference in, this Registration
    Statement.


                                2



<PAGE>

deemed to be incorporated by reference in this Registration
Statement and to be part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
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.

         Howard C. Bluver, who is giving an opinion regarding the
validity of the securities being registered hereby, is Senior
Vice President, General Counsel and Secretary of the Corporation.
As of the date of this Registration Statement, the fair market
value of securities of the Registrant, including options,
beneficially owned by Mr. Bluver exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial
interest in the Registrant.

Item 6.  Indemnification of Directors and Officers.

         The Certificate of Incorporation of the Corporation (the
"Certificate") includes provisions for the indemnification of
directors and officers.  Sections A, B, D and E of Article TENTH
of the Certificate provide as follows:

    A.   Each person who was or is made a party or is threatened
         to be made a party to or is otherwise involved in any
         action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she is
         or was a Director or an Officer 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 of a partnership, joint venture, trust or
         other enterprise, including service with respect to an
         employee benefit plan (hereinafter an "indemnitee"),
         whether the basis of such proceeding is alleged action
         in an official capacity as a Director, Officer, employee
         or agent or in any other capacity while serving as a
         Director, Officer, employee or agent, shall be


                                3



<PAGE>

         indemnified and held harmless by the Corporation to the
         fullest extent authorized by the Delaware General
         Corporation Law, as the same exists or may hereafter be
         amended (but, in the case of any such amendment, only to
         the extent that such amendment permits the Corporation
         to provide broader indemnification rights than such law
         permitted the Corporation to provide prior to such
         amendment), against all expense, liability and loss
         (including attorneys' fees, judgments, fines, ERISA
         excise taxes or penalties and amounts paid in
         settlement) reasonably incurred or suffered by such
         indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with
         respect to proceedings to enforce rights to
         indemnification, the Corporation shall indemnify any
         such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such
         proceeding (or part thereof) was authorized by the Board
         of Directors of the Corporation.

    B.   The right to indemnification conferred in Section A of
         this Article TENTH shall include the right to be paid by
         the Corporation the expenses incurred in defending any
         such proceeding in advance of its final disposition
         (hereinafter an "advancement of expenses"); provided,
         however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an
         indemnitee in his or her capacity as a Director or
         Officer (and not in any other capacity in which service
         was or is rendered by such indemnitee, including,
         without limitation, services to an employee benefit
         plan) shall be made only upon delivery to the
         Corporation of an undertaking (hereinafter an
         "undertaking"), by or on behalf of such indemnitee, to
         repay all amounts so advanced if it shall ultimately be
         determined by final judicial decision from which there
         is no further right to appeal (hereinafter a "final
         adjudication") that such indemnitee is not entitled to
         be indemnified for such expenses under this Section or
         otherwise.  The rights to indemnification and to the
         advancement of expenses conferred in Sections A and B of
         this Article TENTH shall be contract rights and such
         rights shall continue as to an indemnitee who has ceased
         to be a Director, Officer, employee or agent and shall
         inure to the benefit of the indemnitee's heirs,
         executors and administrators.

    D.   The rights to indemnification and to the advancement of
         expense conferred in this Article TENTH shall not be
         exclusive of any other right which any person may have
         or hereafter acquire under any statute, the


                                4



<PAGE>

         Corporation's Certificate of Incorporation, Bylaws,
         agreement, vote of stockholders or Disinterested
         Directors or otherwise.

    E.   The Corporation may maintain insurance, at its expense,
         to protect itself and any Director, Officer, employee or
         agent of the Corporation or Subsidiary or Affiliate or
         another corporation, partnership, joint venture, trust
         or other enterprise against any expense, liability or
         loss, whether or not the Corporation would have the
         power to indemnify such person against such expense,
         liability or loss under the Delaware General Corporation
         Law.

         Sections 145(a) to (g) of the Delaware General
Corporation Law provide as follows:

    (a)  A corporation 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, 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, 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 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
         his conduct was unlawful.  The termination of any
         action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself,
         create a presumption that the person did not act in good
         faith and in a manner 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 reasonable cause to believe that his
         conduct was unlawful.

    (b)  A corporation 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 or suit by or in
         the right of the corporation to procure a judgment in
         its favor by reason of the fact that he is or was a


                                5



<PAGE>

         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, partnership, joint venture, trust or other
         enterprise 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 in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interest of
         the corporation and except that no indemnification shall
         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 Court of Chancery or the court in which such action
         or suit was brought shall determine upon application
         that, despite the adjudication of liability but in view
         of all the circumstances of the case, such person is
         fairly and reasonably entitled to indemnity for such
         expenses which the Court of Chancery or such other court
         shall deem proper.

    (c)  To the extent that a director, officer, employee or
         agent of a corporation has been successful on the merits
         or otherwise in defense of any action, suit or
         proceeding referred to in subsections (a) and (b) of
         this section, or in 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.

    (d)  Any indemnification under subsections (a) and (b) of
         this section (unless ordered by a court) shall be made
         by the corporation only as authorized in the specific
         case upon a determination that indemnification of the
         director, officer, employee or agent is proper in the
         circumstances because he has met the applicable standard
         of conduct set forth in subsections (a) and (b) of this
         section. Such determination shall be made (1) by a
         majority vote of the directors who are not parties to
         such action, suit or proceeding, even though less than a
         quorum, or (2) if there are no such directors, or if
         such directors so direct, by independent legal counsel
         in a written opinion, or (3) by the stockholders.

    (e)  Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal,
         administrative or investigative action, suit or
         proceeding may be paid by the corporation in advance of
         the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such
         director or officer to repay such amount if it shall


                                6



<PAGE>

         ultimately be determined that he is not entitled to be
         indemnified by the corporation as authorized in this
         section.  Such expenses (including attorneys' fees)
         incurred by other employees and agents may be so paid
         upon such terms and conditions, if any, as the board of
         directors deems appropriate.

    (f)  The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of
         this section shall not be deemed exclusive of any other
         rights to which those seeking indemnification or
         advancement of expenses may be entitled under any bylaw,
         agreement, vote of stockholders or disinterested
         directors or otherwise, both as to action in his
         official capacity and as to action in another capacity
         while holding such office.

    (g)  A corporation shall have power to purchase and maintain
         insurance on behalf of any person who 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, partnership, joint venture, trust or other
         enterprise 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 him against such
         liability under this section.

         The Registrant maintains an insurance policy insuring
the directors and officers of the Corporation against certain
acts and omissions while acting in their official capacities.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The Registrant hereby undertakes to submit the Plan to
the Internal Revenue Service in a timely manner and will make all
changes required by the Internal Revenue Service in order to
qualify the Plan.

Exhibit Number     Description

      4            GreenPoint Bank 401(k) Savings Plan

      5            Opinion of Howard C. Bluver, Esq. Senior Vice
                   President, General Counsel and Secretary of
                   the Registrant


                                7



<PAGE>

    24.1           Consent of Howard C. Bluver, Esq. Senior Vice
                   President, General Counsel and Secretary of
                   the Registrant (included in Exhibit 5)

    24.2           Consent of KPMG Peat Marwick LLP

     25            Powers of Attorney (included in the signature
                   pages to this Registration Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant and the Plan hereby
         undertake:

    (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this
         Registration Statement:

         (i)  To include any prospectus required by section
              10(a)(3) of the Securities Act;

        (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the
              Registration Statement (or the most recent post-
              effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in
              the information set forth in the Registration
              Statement;

       (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 information required to
         be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the
         Registrant or the Plan pursuant to Section 13 or Section
         15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.

    (2)  That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement
         relating to the securities offered therein, and the
         offering of such securities at that time shall be deemed
         to be the initial bona fide offering thereof.




                                8



<PAGE>

    (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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, and each filing of
the Plan's annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in 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)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



















                                9



<PAGE>

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, GREENPOINT FINANCIAL CORP. 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 Flushing, New York, on the 24th day
of June, 1996.

                             GREENPOINT FINANCIAL CORP.


                             By:/s/Thomas S. Johnson
                                ________________________
                                  Thomas S. Johnson
                                  Chairman of the Board,
                                  President and Chief
                                  Executive Officer


         Each person whose individual signature appears below
hereby makes, constitutes and appoints Thomas S. Johnson to sign
for such person and in such person's name and capacity indicated
below, any and all amendments to this Registration Statement,
including any and all post-effective amendments.

         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 date indicated:

        Name                 Title                    Date

/s/ Thomas S. Johnson        Chairman of the      June 24, 1996
_________________________    Board, President
    Thomas S. Johnson        and Chief Executive
                             Officer

/s/ Charles P. Richardson    Executive Vice       June 24, 1996
_________________________    President and Chief
    Charles P. Richardson    Financial Officer
                             (Principal Financial
                             Officer)

/s/ Mary Beth Farrell        Vice President       June 24, 1996
_________________________    and Comptroller
    Mary Beth Farrell






                               10



<PAGE>

/s/ Innis O'Rourke, Jr.      Director             June 24, 1996
_________________________
Innis O'Rourke, Jr.

/s/ Bernard S. Berman        Director             June 24, 1996
_________________________
    Bernard S. Berman


/s/ Wilfred O. Uhl           Director             June 24, 1996
_________________________
    Wilfred O. Uhl


/s/ Robert M. McLane         Director             June 24, 1996
_________________________
    Robert M. McLane


/s/ Dan F. Huebner           Director             June 24, 1996
_________________________
    Dan F. Huebner


/s/ Robert P. Quinn          Director             June 24, 1996
_________________________
    Robert P. Quinn


/s/ Robert F. Vizza          Director             June 24, 1996
_________________________
    Robert F. Vizza


/s/ William M. Jackson       Director             June 24, 1996
_________________________
    William M. Jackson


/s/ Jules Zimmerman          Director             June 24, 1996
_________________________
    Jules Zimmerman


/s/ Charles B. McQuade       Director             June 24, 1996
_________________________
    Charles B. McQuade






                               11



<PAGE>

/s/ Alvin N. Puryear         Director             June 24, 1996
_________________________
    Alvin N. Puryear


/s/ Edward C. Bessey         Director             June 24, 1996
_________________________
    Edward C. Bessey


/s/ Susan J. Kropf           Director             June 24, 1996
_________________________
    Susan J. Kropf


/s/ Edward C. Schmults       Director             June 24, 1996
_________________________
    Edward C. Schmults



































                               12



<PAGE>

         Pursuant to the requirements of the Securities Act of
1933, GREENPOINT BANK, the Administrator of the Plan, has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Flushing, New
York, on the 24th day of June, 1996


                                  GREENPOINT BANK


                                  By: /s/ Thomas S. Johnson
                                      _____________________
                                          Thomas S. Johnson








































                               13



<PAGE>

                          EXHIBIT INDEX
                         ______________

Exhibit
Number       Description
_______      ___________

    4        GreenPoint Bank 401(k) Savings Plan          

    5        Opinion of Howard C. Bluver, Esq.,
             Senior Vice President, General Counsel
             and Secretary of the Registrant              

  24.1       Consent of Howard C. Bluver, Esq.,
             Senior Vice President, General Counsel
             and Secretary of the Registrant
             (included in Exhibit 5)

  24.2       Consent of KPMG Peat Marwick LLP

   25        Powers of Attorney (included in the
             signature pages to this Registration
             Statement)






























                               14
00995003.AD8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28578}]
{"company-data": {"conformed-name": "GREENPOINT FINANCIAL CORP", "cik": "0000911935", "assigned-sic": "6036", "irs-number": "061379001", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06673", "film-number": "96584572"}, "business-address": {"street1": "41-60 MAIN ST", "city": "FLUSHING", "state": "NY", "zip": "11355", "phone": "7186704355"}, "former-company": {"former-conformed-name": "GP FINANCIAL CORP", "date-changed": "19930913"}}
As filed with the Securities and Exchange Commission
                        on June 24, 1996.

                                          Registration No. 33-
______________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                     ______________________
                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                      _____________________

                   GREENPOINT FINANCIAL CORP.
     (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                     06-1379001 
(State or Other Jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                Identification No.)

                        41-60 Main Street
                    Flushing, New York 11355
            (Address of Principal Executive Offices)

               GreenPoint Bank 401(k) Savings Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
      Senior Vice President, General Counsel and Secretary
                   GREENPOINT FINANCIAL CORP.
                        41-60 Main Street
                    Flushing, New York 11355
                         (718) 670-7655
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

                            Copy to:
                      Bruce D. Senzel, Esq.
                     One Battery Park Plaza
                         Seward & Kissel
                    New York, New York 10004
                         (212) 574-1200
CALCULATION OF REGISTRATION FEE
______________________________________________________________
Proposed Maximum    Proposed Maximum
Title of Securities       Amount to      Offering Price         Aggregate          Amount of
 to be Registered       be Registered     Per Share(2)      Offering Price(2)  Registration Fee
Common Stock, par
value $.01 per share     1,000,000          $28.6875         $28,687,500           $9,892.55
                         shares(1)

Interests in the Plan        (3)               N/A                 N/A                N/A

1.   Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock
     splits, stock dividends or similar transactions in accordance with Rules 416(a) and (b) under the
     Securities Act of 1933, as amended (the "Securities Act").

2.   Pursuant to Rule 457(h) under the Securities Act, the proposed maximum aggregate offering price and
     the amount of registration fee are based on the maximum number of the Registrant's shares issuable
     under the Plan, and the proposed maximum offering price per share is estimated on the basis of the
     average of the high and low sales prices of the Registrant's shares as reported for New York Stock
     Exchange composite transactions on June 20, 1996.

3.   Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an
     indeterminate amount of interests to be offered pursuant to the Plan.

______________________________________________________________
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS1 

Item 1.  Plan Information.

Item 2.  Registration Information and Employee Plan Annual
         Information.

_________________________________________________________________

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

         The following documents filed by GREENPOINT FINANCIAL
CORP. (the "Corporation" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are hereby
incorporated by reference herein:

         (a)  The Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 and the Registrant's
Annual Report to Shareholders for the fiscal year ended
December 31, 1995;

         (b)  The Corporation's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;

         (c)  The Corporation's Report on Form 8-K dated May 13,
1996; 

         (d)  The Corporation's Report on Form 8-K dated
March 12, 1996

         (e)  The Corporation's Report on Form 8-K/A dated
March 12, 1996; and 

         (f)  The "Description of Registrant's Securities to be
Registered" contained in the Corporation's Registration Statement
on Form 8-A dated September 27, 1993 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         In addition, all documents subsequently filed by each of
the Corporation and the GreenPoint Bank 401(k) Savings Plan (the
"Plan") pursuant to Section 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
_________________________

1.  This information is not required to be included in, and is
    not incorporated by reference in, this Registration
    Statement.

                                2
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
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.

         Howard C. Bluver, who is giving an opinion regarding the
validity of the securities being registered hereby, is Senior
Vice President, General Counsel and Secretary of the Corporation.
As of the date of this Registration Statement, the fair market
value of securities of the Registrant, including options,
beneficially owned by Mr. Bluver exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial
interest in the Registrant.

Item 6.  Indemnification of Directors and Officers.

         The Certificate of Incorporation of the Corporation (the
"Certificate") includes provisions for the indemnification of
directors and officers.  Sections A, B, D and E of Article TENTH
of the Certificate provide as follows:

    A.   Each person who was or is made a party or is threatened
         to be made a party to or is otherwise involved in any
         action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she is
         or was a Director or an Officer 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 of a partnership, joint venture, trust or
         other enterprise, including service with respect to an
         employee benefit plan (hereinafter an "indemnitee"),
         whether the basis of such proceeding is alleged action
         in an official capacity as a Director, Officer, employee
         or agent or in any other capacity while serving as a
         Director, Officer, employee or agent, shall be

                                3
indemnified and held harmless by the Corporation to the
         fullest extent authorized by the Delaware General
         Corporation Law, as the same exists or may hereafter be
         amended (but, in the case of any such amendment, only to
         the extent that such amendment permits the Corporation
         to provide broader indemnification rights than such law
         permitted the Corporation to provide prior to such
         amendment), against all expense, liability and loss
         (including attorneys' fees, judgments, fines, ERISA
         excise taxes or penalties and amounts paid in
         settlement) reasonably incurred or suffered by such
         indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with
         respect to proceedings to enforce rights to
         indemnification, the Corporation shall indemnify any
         such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such
         proceeding (or part thereof) was authorized by the Board
         of Directors of the Corporation.

    B.   The right to indemnification conferred in Section A of
         this Article TENTH shall include the right to be paid by
         the Corporation the expenses incurred in defending any
         such proceeding in advance of its final disposition
         (hereinafter an "advancement of expenses"); provided,
         however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an
         indemnitee in his or her capacity as a Director or
         Officer (and not in any other capacity in which service
         was or is rendered by such indemnitee, including,
         without limitation, services to an employee benefit
         plan) shall be made only upon delivery to the
         Corporation of an undertaking (hereinafter an
         "undertaking"), by or on behalf of such indemnitee, to
         repay all amounts so advanced if it shall ultimately be
         determined by final judicial decision from which there
         is no further right to appeal (hereinafter a "final
         adjudication") that such indemnitee is not entitled to
         be indemnified for such expenses under this Section or
         otherwise.  The rights to indemnification and to the
         advancement of expenses conferred in Sections A and B of
         this Article TENTH shall be contract rights and such
         rights shall continue as to an indemnitee who has ceased
         to be a Director, Officer, employee or agent and shall
         inure to the benefit of the indemnitee's heirs,
         executors and administrators.

    D.   The rights to indemnification and to the advancement of
         expense conferred in this Article TENTH shall not be
         exclusive of any other right which any person may have
         or hereafter acquire under any statute, the

                                4
Corporation's Certificate of Incorporation, Bylaws,
         agreement, vote of stockholders or Disinterested
         Directors or otherwise.

    E.   The Corporation may maintain insurance, at its expense,
         to protect itself and any Director, Officer, employee or
         agent of the Corporation or Subsidiary or Affiliate or
         another corporation, partnership, joint venture, trust
         or other enterprise against any expense, liability or
         loss, whether or not the Corporation would have the
         power to indemnify such person against such expense,
         liability or loss under the Delaware General Corporation
         Law.

         Sections 145(a) to (g) of the Delaware General
Corporation Law provide as follows:

    (a)  A corporation 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, 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, 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 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
         his conduct was unlawful.  The termination of any
         action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself,
         create a presumption that the person did not act in good
         faith and in a manner 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 reasonable cause to believe that his
         conduct was unlawful.

    (b)  A corporation 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 or suit by or in
         the right of the corporation to procure a judgment in
         its favor by reason of the fact that he is or was a

                                5
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, partnership, joint venture, trust or other
         enterprise 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 in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interest of
         the corporation and except that no indemnification shall
         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 Court of Chancery or the court in which such action
         or suit was brought shall determine upon application
         that, despite the adjudication of liability but in view
         of all the circumstances of the case, such person is
         fairly and reasonably entitled to indemnity for such
         expenses which the Court of Chancery or such other court
         shall deem proper.

    (c)  To the extent that a director, officer, employee or
         agent of a corporation has been successful on the merits
         or otherwise in defense of any action, suit or
         proceeding referred to in subsections (a) and (b) of
         this section, or in 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.

    (d)  Any indemnification under subsections (a) and (b) of
         this section (unless ordered by a court) shall be made
         by the corporation only as authorized in the specific
         case upon a determination that indemnification of the
         director, officer, employee or agent is proper in the
         circumstances because he has met the applicable standard
         of conduct set forth in subsections (a) and (b) of this
         section. Such determination shall be made (1) by a
         majority vote of the directors who are not parties to
         such action, suit or proceeding, even though less than a
         quorum, or (2) if there are no such directors, or if
         such directors so direct, by independent legal counsel
         in a written opinion, or (3) by the stockholders.

    (e)  Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal,
         administrative or investigative action, suit or
         proceeding may be paid by the corporation in advance of
         the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such
         director or officer to repay such amount if it shall

                                6
ultimately be determined that he is not entitled to be
         indemnified by the corporation as authorized in this
         section.  Such expenses (including attorneys' fees)
         incurred by other employees and agents may be so paid
         upon such terms and conditions, if any, as the board of
         directors deems appropriate.

    (f)  The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of
         this section shall not be deemed exclusive of any other
         rights to which those seeking indemnification or
         advancement of expenses may be entitled under any bylaw,
         agreement, vote of stockholders or disinterested
         directors or otherwise, both as to action in his
         official capacity and as to action in another capacity
         while holding such office.

    (g)  A corporation shall have power to purchase and maintain
         insurance on behalf of any person who 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, partnership, joint venture, trust or other
         enterprise 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 him against such
         liability under this section.

         The Registrant maintains an insurance policy insuring
the directors and officers of the Corporation against certain
acts and omissions while acting in their official capacities.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The Registrant hereby undertakes to submit the Plan to
the Internal Revenue Service in a timely manner and will make all
changes required by the Internal Revenue Service in order to
qualify the Plan.

Exhibit Number     Description

      4            GreenPoint Bank 401(k) Savings Plan

      5            Opinion of Howard C. Bluver, Esq. Senior Vice
                   President, General Counsel and Secretary of
                   the Registrant

                                7
24.1           Consent of Howard C. Bluver, Esq. Senior Vice
                   President, General Counsel and Secretary of
                   the Registrant (included in Exhibit 5)

    24.2           Consent of KPMG Peat Marwick LLP

     25            Powers of Attorney (included in the signature
                   pages to this Registration Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant and the Plan hereby
         undertake:

    (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this
         Registration Statement:

         (i)  To include any prospectus required by section
              10(a)(3) of the Securities Act;

        (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the
              Registration Statement (or the most recent post-
              effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in
              the information set forth in the Registration
              Statement;

       (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 information required to
         be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the
         Registrant or the Plan pursuant to Section 13 or Section
         15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.

    (2)  That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement
         relating to the securities offered therein, and the
         offering of such securities at that time shall be deemed
         to be the initial bona fide offering thereof.

                                8
(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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, and each filing of
the Plan's annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in 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)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                9
SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, GREENPOINT FINANCIAL CORP. 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 Flushing, New York, on the 24th day
of June, 1996.

                             GREENPOINT FINANCIAL CORP.

                             By:/s/Thomas S. Johnson
                                ________________________
                                  Thomas S. Johnson
                                  Chairman of the Board,
                                  President and Chief
                                  Executive Officer

         Each person whose individual signature appears below
hereby makes, constitutes and appoints Thomas S. Johnson to sign
for such person and in such person's name and capacity indicated
below, any and all amendments to this Registration Statement,
including any and all post-effective amendments.

         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 date indicated:

        Name                 Title                    Date

/s/ Thomas S. Johnson        Chairman of the      June 24, 1996
_________________________    Board, President
    Thomas S. Johnson        and Chief Executive
                             Officer

/s/ Charles P. Richardson    Executive Vice       June 24, 1996
_________________________    President and Chief
    Charles P. Richardson    Financial Officer
                             (Principal Financial
                             Officer)

/s/ Mary Beth Farrell        Vice President       June 24, 1996
_________________________    and Comptroller
    Mary Beth Farrell

                               10
/s/ Innis O'Rourke, Jr.      Director             June 24, 1996
_________________________
Innis O'Rourke, Jr.

/s/ Bernard S. Berman        Director             June 24, 1996
_________________________
    Bernard S. Berman

/s/ Wilfred O. Uhl           Director             June 24, 1996
_________________________
    Wilfred O. Uhl

/s/ Robert M. McLane         Director             June 24, 1996
_________________________
    Robert M. McLane

/s/ Dan F. Huebner           Director             June 24, 1996
_________________________
    Dan F. Huebner

/s/ Robert P. Quinn          Director             June 24, 1996
_________________________
    Robert P. Quinn

/s/ Robert F. Vizza          Director             June 24, 1996
_________________________
    Robert F. Vizza

/s/ William M. Jackson       Director             June 24, 1996
_________________________
    William M. Jackson

/s/ Jules Zimmerman          Director             June 24, 1996
_________________________
    Jules Zimmerman

/s/ Charles B. McQuade       Director             June 24, 1996
_________________________
    Charles B. McQuade

                               11
/s/ Alvin N. Puryear         Director             June 24, 1996
_________________________
    Alvin N. Puryear

/s/ Edward C. Bessey         Director             June 24, 1996
_________________________
    Edward C. Bessey

/s/ Susan J. Kropf           Director             June 24, 1996
_________________________
    Susan J. Kropf

/s/ Edward C. Schmults       Director             June 24, 1996
_________________________
    Edward C. Schmults

                               12
Pursuant to the requirements of the Securities Act of
1933, GREENPOINT BANK, the Administrator of the Plan, has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Flushing, New
York, on the 24th day of June, 1996

                                  GREENPOINT BANK

                                  By: /s/ Thomas S. Johnson
                                      _____________________
                                          Thomas S. Johnson

                               13
EXHIBIT INDEX
                         ______________

Exhibit
Number       Description
_______      ___________

    4        GreenPoint Bank 401(k) Savings Plan          

    5        Opinion of Howard C. Bluver, Esq.,
             Senior Vice President, General Counsel
             and Secretary of the Registrant              

  24.1       Consent of Howard C. Bluver, Esq.,
             Senior Vice President, General Counsel
             and Secretary of the Registrant
             (included in Exhibit 5)

  24.2       Consent of KPMG Peat Marwick LLP

   25        Powers of Attorney (included in the
             signature pages to this Registration
             Statement)

                               14
00995003.AD8