<PAGE>

      As filed with the Securities and Exchange Commission
                       on April 11, 2001.

                                    Registration No. 333-
______________________________________________________________

               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.)

                         90 Park Avenue
                    New York, New York 10016
            (Address of Principal Executive Offices)

     GreenPoint Financial Corp. Non-Employee Directors 2001
                        Stock Option Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
     Executive Vice President, General Counsel and Secretary
                   GreenPoint Financial Corp.
                         90 Park Avenue
                    New York, New York 10016
                         (212) 834-1000
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

                            Copy to:
                      Bruce D. Senzel, Esq.
                     One Battery Park Plaza
                       Seward & Kissel LLP
                    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(1)(2)  Per Share(3)    Offering Price(3)    Registration Fee(2)

<S>                          <C>               <C>                  <C>               <C>
Common Stock, par
value $.01 per share     263,000 shares       $31.07           $8,171,410             $2,043

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.   This Registration Statement is also deemed, pursuant to
     Instruction E to Form S-8, to relate to 12,000 shares of the
     1,450,000 shares (in both cases, as adjusted for the
     dividend of one share of common stock for each outstanding
     share of common stock made by the Corporation on March 4,
     1998 (the "Two-for-One Stock Split")) previously registered
     on Form S-8 (File No. 33-87760) in connection with the
     GreenPoint Financial Corp. Non-Employee Directors Stock
     Option Plan (the "1994 Plan"), with respect to which a fee
     of $5,125 was previously paid.  As described in the
     Explanatory Note below, the amount of the registration fee
     is based solely on the two hundred and sixty three thousand
     shares registered in this Registration Statement.

3.   Pursuant to Rule 457(h) under the Securities Act, the
     proposed maximum offering price per share and proposed
     maximum aggregate offering price are 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 April 5, 2001.

______________________________________________________________
</TABLE>



<PAGE>

EXPLANATORY NOTE

         (1)  This Registration Statement relates to the adoption
of the GreenPoint Financial Corp. Non-Employee Directors 2001
Stock Option Plan authorizing 275,000 shares of common stock to
be issued thereunder.


         (2)  On December 23, 1994, a total of 1,450,000 (as
adjusted for the Two-for-One Stock Split) shares of common stock
of GP Financial Corp. (subsequently GreenPoint Financial Corp.
the "Corporation" or the "Registrant"), to be issued in
connection with the 1994 Plan, were registered with the
Securities and Exchange Commission (the "Commission") by
Registration Statement on Form S-8 (File No. 33-87760).  On
May 8, 2001, the stockholders of the Corporation will be asked to
approve the GreenPoint Financial Corp., Non-Employee Directors
2001 Stock Option Plan (the "2001 Plan").  A total of twelve
thousand (12,000) (as adjusted for the Two-for-One Stock Split)
shares of common stock registered on December 23, 1994 are not,
and will not be, the subject of awards under the 1994 Plan.  Such
twelve thousand (12,000) shares of common stock are available for
award under the 2001 Plan.  Pursuant to Instruction E to Form S-8
and the telephonic interpretation of the Commission pertaining to
Form S-8 set forth in the Division of Corporation Finance's
Manual of Publicly-Available Telephone Interpretations (July
2000), these twelve thousand (12,000) shares of common stock are
carried forward to, and deemed covered by, this Registration
Statement.

_________________________________________________________________

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

Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual
         Information.

_________________________________________________________________

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.


____________________

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


                                2



<PAGE>

         The following documents filed by the Corporation with
the Commission are hereby incorporated by reference herein:

         (a)  (i) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 dated March 23, 2001;
and (ii) the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 2000;

         (b)  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 the
Corporation 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
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 an "Incorporated Document").

         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 Executive
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.







                                3



<PAGE>

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
         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


                                4



<PAGE>

         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
         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 shall have power to indemnify any person
         who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action,
         suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by
         or in the right of the corporation) by reason of the
         fact that the person 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,


                                5



<PAGE>

         fines and amounts paid in settlement actually and
         reasonably incurred by the person in connection with
         such action, suit or proceeding if the person 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 the
         person's 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 the person 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 the person's conduct was unlawful.

    (b)  A corporation shall have the power 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 the
         person 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) actually and reasonably
         incurred by the person in connection with the defense or
         settlement of such action or suit if the person acted in
         good faith and in a manner the person 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 present or former director or
         officer 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, such person shall be indemnified against


                                6



<PAGE>

         expenses (including attorneys' fees) actually and
         reasonably incurred by such person 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
         present or former director, officer, employee or agent
         is proper in the circumstances because the person has
         met the applicable standard of conduct set forth in
         subsections (a) and (b) of this section. Such
         determination shall be made with respect to a person who
         is a director or officer at the time of such
         determination, (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) by a committee of
         such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if
         there are no such directors, or if such directors so
         direct, by independent legal counsel in a written
         opinion, or (4) 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
         ultimately be determined that such person is not
         entitled to be indemnified by the corporation as
         authorized in this section.  Such expenses (including
         attorneys' fees) incurred by former directors and
         officers or other employees and agents may be so paid
         upon such terms and conditions, if any, as the
         corporation 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 such
         person's 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,


                                7



<PAGE>

         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 such
         person and incurred by such person in any such capacity,
         or arising out of such person's status as such, whether
         or not the corporation would have the power to indemnify
         such person 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.

Exhibit Number     Description

      4            GreenPoint Financial Corp. Non-Employee
                   Directors 2001 Stock Option Plan

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

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

    23.2           Consent of PricewaterhouseCoopers LLP

     24            Powers of Attorney (included in the signature
                   page to this Registration Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

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

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

        (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the
              Registration Statement (or the most recent post-


                                8



<PAGE>

              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 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.

    (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, where
applicable, each filing of any employee benefit 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


                                9



<PAGE>

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.











































                               10



<PAGE>

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, 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 New York, New York, on the 11th day
of April, 2001.

                             GREENPOINT FINANCIAL CORP.


                             By:/s/Thomas S. Johnson
                                  Thomas S. Johnson
                                  Chairman of the Board
                                  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, this and any subsequent registration statement, including
each pre-effective or post-effective amendment hereto or thereto,
relating to the GreenPoint Financial Corp. Non-Employee Directors
2001 Stock Option Plan, and shares of common stock thereunder.

         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      March 13, 2001
___________________          Board and Chief
Thomas S. Johnson            Executive Officer

/s/ Bharat B. Bhatt          Member of the        March 13, 2001
___________________          Board, President
Bharat B. Bhatt              and Chief Operating
                             Officer

/s/ Peter T. Paul            Member of the Board  March 13, 2001
___________________          and Vice Chairman
Peter T. Paul

/s/ Jeffrey R. Leeds         Executive Vice       March 13, 2001
___________________          President and
Jeffrey R. Leeds             Chief Financial
                             Officer



                               11



<PAGE>

/s/ Joseph D. Perillo        Senior Vice          March 13, 2001
___________________          President and
Joseph D. Perillo            Controller


/s/ Robert M. McLane         Director             March 13, 2001
___________________
Robert M. McLane


/s/ Dan F. Huebner           Director             March 13, 2001
___________________
Dan F. Huebner


/s/ Robert P. Quinn          Director             March 13, 2001
___________________
Robert P. Quinn


/s/ Robert F. Vizza          Director             March 13, 2001
___________________
Robert F. Vizza


/s/ William M. Jackson       Director             March 13, 2001
___________________
William M. Jackson


/s/ Charles B. McQuade       Director             March 13, 2001
___________________
Charles B. McQuade


/s/ Alvin N. Puryear         Director             March 13, 2001
___________________
Alvin N. Puryear


/s/ Edward C. Schmults       Director             March 13, 2001
___________________
Edward C. Schmults










                               12



<PAGE>

                        Index to Exhibits


Exhibit Number

      4            GreenPoint Financial Corp. Non-
                   Employee Directors 2001 Stock Option
                   Plan

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

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

    23.2           Consent of PricewaterhouseCoopers
                   LLP

     24            Powers of Attorney (included in the
                   signature page to this Registration
                   Statement)




























                               13



<PAGE>

                   GREENPOINT FINANCIAL CORP.

                     NON-EMPLOYEE DIRECTORS
                     2001 STOCK OPTION PLAN

SECTION 1.    Purpose; Definitions.

The purpose of the Plan is to provide compensation to Non-
Employee Directors in the form of Stock Options.

For purposes of the Plan, the following terms are defined as set
forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" means any of the following:

    a.  the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act)  of 20%
or more of either (i) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company or
(D) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of paragraph c;
or

    b.  individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any reason
not to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
the effective date of the Plan whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or



                                1



<PAGE>

    c.  consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case,
unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all
of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for
such Business Combination; or

    d.  approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

"Company" means GreenPoint Financial Corp., a Delaware
corporation.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor thereto.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

"Fair Market Value" means as of any given date, the closing price
of the Stock on the New York Stock Exchange or on any national


                                2



<PAGE>

exchange on which the Stock is listed.  If there is no regular
public trading market for such Stock, the Fair Market Value of
the Stock shall be determined by the Committee (as defined in
Section 2(a)) in good faith.

"Non-Employee Director"  means a person who as of any applicable
date is a member of the Board and is not an officer or employee
of the Company or any subsidiary of the Company.

"Non-Qualified Stock Option" means a Stock Option that does not
meet the requirements of Section 422 of the Code.

"Participant" means a Non-Employee Director who is granted a
Stock Option hereunder.

"Plan" means the GreenPoint Financial Corp. Non-Employee
Directors 2001Stock Option Plan, as set forth herein and as
hereinafter amended from time to time.

"Stock" means the common stock, par value $.01 per share, of the
Company.

"Stock Option" means an option to purchase shares of Stock.

"Termination of Directorship" means the date upon which any
Participant ceases to be a member of the Board for any reason
whatsoever.

In addition, certain other terms used herein have definitions
given to them in the first place in which they are used.

SECTION 2.    Administration.

    a.  Committee.   The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"), which
shall consist of not less than three members of the Board, each
of whom shall be a "non-employee director" as that term is used
in Rule 16b-3 as promulgated by the Securities and Exchange
Commission or any successor agency under Section 16(b) of the
Exchange Act ("Rule 16b-3").  Grants of Stock Options to
Participants under the Plan and the amount, nature and timing of
the grants shall be automatically determined as described in
Section 5 and shall not be subject to the determination of the
Committee.

    b.  Authority of the Committee.  Subject to certain specific
limitations and restrictions set forth in the Plan, the Committee
shall have full and final authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations, if any,
relating to the Plan; and to make all determinations necessary or
advisable for the administration of the Plan.  No member of the


                                3



<PAGE>

Committee shall be liable for anything done or omitted to be done
by him or her or by any other member of the Committee in
connection with the Plan, except for his or her own willful
misconduct or gross negligence.  All decisions which are made by
the Committee with respect to interpretation of the terms of the
Plan and with respect to any questions or disputes arising under
the Plan shall be final and binding on the Company and the
Participants, their heirs or beneficiaries.  The Committee shall
not be empowered to take any action, whether or not otherwise
authorized under the Plan, which would result in any Director of
the Company failing to qualify as a "non-employee director".

    c.  Acts of the Committee.  A majority of the Committee shall
constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts
approved in writing by all members of  the Committee without a
meeting, shall be the acts of the Committee.

SECTION 3.    Stock Subject to Plan.

    Subject to adjustment as provided herein, there may be
granted under the Plan an aggregate of not more than 275,000
shares of  Stock, which number includes 12,000 of the shares of
Stock remaining available for awards as of the date of adoption
of the Plan under the Company's Non-Employee Directors Stock
Option.

    In the event of any change in corporate capitalization
(including, but not limited to, a change in the number of shares
of Stock outstanding), such as a stock split or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property
of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation
of the Company, the Committee or Board may make such substitution
or adjustments in the aggregate number of shares of  Stock
reserved for issuance under the Plan, and the number and option
price of shares of Stock subject to outstanding Stock Options,
and/or such other equitable substitution or adjustments as it may
determine to be appropriate in its sole discretion; provided,
however, that the number of shares subject to any Stock Option
shall always be a whole number.

SECTION 4.     Eligibility.

    Only individuals who are Non-Employee Directors are eligible
to be granted Stock Options under the Plan.





                                4



<PAGE>

SECTION 5.    Stock Options.

    a.  Initial Grants.   Each Non-Employee Director shall
initially receive, within thirty days after initial election to
office, a Non-Qualified Stock Option to purchase 10,000 shares of
Stock at a price equal to the Fair Market Value at the time of
the grant of the shares of Stock subject to such Non-Qualified
Stock Option (the "Initial Grant").

    b.  Annual Grants. Prior to termination of the Plan pursuant
to Section 6, on the day following the Company's Annual Meeting
commencing with its Annual Meeting in 2001, such Non-Employee
Director shall receive a Non-Qualified Stock Option to purchase
4,000 shares of Stock at a price equal to the Fair Market Value
at the time of the grant of the shares of Stock subject to such
Non-Qualified Stock Option, provided such individual shall
continue to be a Non-Employee Director.

    c.  Insufficient Shares of Stock.  In the event that the
number of shares of Stock available for grant under the Plan is
insufficient to make all grants required to be made on a given
date, then all Non-Employee Directors entitled to a grant on such
date shall share ratably in the number of Stock Options on shares
available for grant under the Plan.

    d.  Additional Terms and Conditions.  Stock Options granted
under the Plan shall be subject to the following terms and
conditions in addition to those set forth above:

1.  Option Term.  The term of each Stock Option shall be 10 years
    from the date the Stock Option is granted.

2.  Exercisability.  Other than the Initial Grant, Stock Options
    shall be fully exercisable one year after the date of grant.
    Stock Options subject to the Initial Grant shall become
    exercisable with respect to 6,000 shares, one year after the
    date of grant, and with respect to an additional 2,000 shares
    on each of the second and third anniversaries of the date of
    grant.

    All Stock Options shall become immediately exercisable upon
    the death, retirement or disability of a Non-Employee
    Director or upon a Change of Control of the Company.

3.  Method of Exercise.  Subject to the provisions of this
    Section 5, Stock Options may be exercised, in whole or in
    part, at any time during the option term by giving written
    notice of exercise to the Company specifying the number of
    shares of Stock subject to the Stock Options to be purchased.




                                5



<PAGE>

    Such notice shall be accompanied by payment in full of the
    purchase price by certified or bank check or such other
    instrument as the Company may accept.  Stock Options may be
    exercised pursuant to a "cashless exercise"  of a Stock
    Option (i.e., payment of the purchase price may be made, in
    whole or in part, through the surrender of shares of Common
    Stock at the Fair Market Value of such shares on the date of
    surrender), in accordance with applicable securities laws.

    No shares of Stock shall be issued until full payment
    therefor has been made.  An optionee shall have all of the
    rights of a stockholder of the Company holding the class or
    series of Stock that is subject to such Stock Option
    (including, if applicable, the right to vote the shares and
    the right to receive dividends), when the optionee has given
    written notice of exercise, has paid in full for such shares
    and, has given the representation described in Section 7(a).

4.  Non-transferability of Stock Options. No Stock Option shall
    be transferable by the optionee other than (i) by will or by
    the laws of descent and distribution; (ii) as otherwise
    expressly permitted by the Committee including, if so
    permitted, pursuant to a transfer to such optionee's
    immediate family, whether directly or indirectly or by means
    of a trust or partnership or otherwise; or (iii) pursuant to
    a qualified domestic relations order (as defined in the Code
    or ERISA).  For purposes of this Plan, unless otherwise
    determined by the Committee, "immediate family" shall mean
    the optionee's children, spouse and grandchildren.  All Stock
    Options shall be exercisable, subject to the terms of this
    Plan, only by the optionee, the guardian or legal
    representative of the optionee, or any person to whom such
    Stock Option is transferred pursuant to this paragraph, it
    being understood that the term "optionee" includes such
    guardian, legal representative and other transferee.

5.  Termination.  If a Termination of Directorship occurs for any
    reason, any Stock Option held by such Participant shall
    continue to be exercisable, in accordance with its terms and
    may be exercised for the balance of such Stock Option's term.

SECTION 6.    Term, Amendment and Termination.

    The Plan will terminate on the tenth anniversary of the
effective date of the Plan.  Under the Plan, Stock Options
outstanding as of such date shall not be affected or impaired by
the termination of the Plan.

    The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which
would (a) impair the rights of an optionee under a Stock Option


                                6



<PAGE>

without the optionee's consent, except such an amendment made to
comply with applicable law, stock exchange rules or accounting
rules, or (b) disqualify the Plan from the exemption provided by
Rule 16b-3.  In addition, (a) no amendment shall be made without
the approval of the Company's stockholders to the extent such
approval is required by applicable law or stock exchange rules
and (b) the Plan shall not be amended more often than once every
six months, other than to comport with changes in the Code,
ERISA, or the rules thereunder.

    Subject to the above provisions, the Board shall have the
authority to amend the Plan to take into account changes in law
and accounting rules as well as other developments, and to grant
Stock Options which qualify for beneficial treatment under such
rules without stockholder approval.

SECTION 7.    General Provisions.

    a.  Unless the shares have been registered under the
Securities Act of 1933, as amended, each person purchasing or
receiving shares of Stock pursuant to a Stock Option shall
represent to and agree with the Company in writing that such
person is acquiring the shares of Stock without a view to the
distribution thereof.  The certificates for such shares of Stock
shall include an appropriate legend to reflect the restrictions
on transfer.

    b.  Nothing contained in the Plan shall prevent the Company
or any subsidiary from adopting other or additional compensation
arrangements for its Non-Employee Directors.

    c.  No later than the date as of which an amount first
becomes includible in the gross income of the Participant for
Federal income tax purposes with respect to any Stock Option
awarded under the Plan, the Participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the
payment of, any Federal, state, local or foreign taxes of any
kind required by law to be withheld with respect to such amount.
Withholding obligations may, at the election of the optionee
(which election shall be subject to compliance with requirements
of Rule 16b-3), be settled with Stock, including Stock that is
part of the Stock Option that gives rise to the withholding
requirement.  The obligations of the Company under the Plan shall
be conditional on such payment or arrangements, and the Company
shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Participant.

    d.  The Plan and all Stock Options awarded and actions taken
thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware.



                                7



<PAGE>

SECTION 8.    Effective Date of Plan.

    The Plan shall be adopted by the Board and presented to
stockholders of the Company for their approval.  Stock Options
may be granted prior to such approval but are contingent upon
such approval being obtained.















































                                8
01599003.AA2



<PAGE>

          [GreenPoint Financial Corp. Letterhead]

                                  April 11, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


         GreenPoint Financial Corp.
         Non-Employee Directors 2001 Stock Option Plan
         Registration Statement on Form S-8


Ladies and Gentlemen:

         I am Executive Vice President, General Counsel and
Secretary of GreenPoint Financial Corp. (the "Corporation"),
and I am rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended,
of shares (the "Shares") of Common Stock, par value $.01 per
share, of the Corporation issuable pursuant to the
GreenPoint Financial Corp. Non-Employee Directors 2001 Stock
Option Plan (the "Plan").

         For purposes of this opinion, I, or attorneys under
my supervision, have participated in the preparation of this
Registration Statement on Form S-8 covering the above
referenced Shares (the "Registration Statement") and have
examined applicable statutes, rules and regulations,
originals or copies, as amended to the date hereof, of the
Plan, the Certificate of Incorporation of the Corporation,
the Bylaws of the Corporation, and such other corporate
documents and records of the Corporation as I have deemed
relevant and necessary as a basis for this opinion.  For
purposes of this opinion, I have also assumed the
genuineness of all signatures on all documents and
completeness, and the conformity to original documents, of
all copies submitted to me, and that all representations of
fact (other than those opined on below) expressed in or
implied by such documents are accurate.

         On the basis of the foregoing, I am of the opinion
that the Shares when issued pursuant to the terms of the
Plan will be legally issued, fully paid and nonassessable.










<PAGE>

         I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement on Form S-8
relating to the Plan, and to the use of my name under the
heading "Interests of Named Experts and Counsel" in such
Registration Statement.

                                  Very truly yours,

                                  /s/ Howard C Bluver
                                  _________________________
                                      Howard C. Bluver
                                  Executive Vice President
                                      and General Counsel











































<PAGE>

            CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (registering common stock
to be used under the GreenPoint Financial Corp. Non-Employee
Directors 2001 Stock Option Plan) of our report dated
January 18, 2001 relating to the financial statements, which
appears in the 2000 Annual Report to Stockholders of
GreenPoint Financial Corp., which is incorporated by
reference in GreenPoint Financial Corp.'s Annual Report on
Form 10-K for the year ended December 31, 2000.




                             /S/ PricewaterhouseCoopers LLP





New York, New York
April 11, 2001




























01599003.AA2
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 50879}]
{"company-data": {"conformed-name": "GREENPOINT FINANCIAL CORP", "cik": "0000911935", "assigned-sic": "6162", "irs-number": "061379001", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58690", "film-number": "1600443"}, "business-address": {"street1": "10089 WILLOW CREEK RD", "city": "SAN DIEGO", "state": "CA", "zip": "92131", "phone": "2128341000"}, "mail-address": {"street1": "90 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10016"}, "former-company": {"former-conformed-name": "GP FINANCIAL CORP", "date-changed": "19930913"}}
As filed with the Securities and Exchange Commission
                       on April 11, 2001.

                                    Registration No. 333-
______________________________________________________________

               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.)

                         90 Park Avenue
                    New York, New York 10016
            (Address of Principal Executive Offices)

     GreenPoint Financial Corp. Non-Employee Directors 2001
                        Stock Option Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
     Executive Vice President, General Counsel and Secretary
                   GreenPoint Financial Corp.
                         90 Park Avenue
                    New York, New York 10016
                         (212) 834-1000
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

                            Copy to:
                      Bruce D. Senzel, Esq.
                     One Battery Park Plaza
                       Seward & Kissel LLP
                    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(1)(2)  Per Share(3)    Offering Price(3)    Registration Fee(2)
Common Stock, par
value $.01 per share     263,000 shares       $31.07           $8,171,410             $2,043

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.   This Registration Statement is also deemed, pursuant to
     Instruction E to Form S-8, to relate to 12,000 shares of the
     1,450,000 shares (in both cases, as adjusted for the
     dividend of one share of common stock for each outstanding
     share of common stock made by the Corporation on March 4,
     1998 (the "Two-for-One Stock Split")) previously registered
     on Form S-8 (File No. 33-87760) in connection with the
     GreenPoint Financial Corp. Non-Employee Directors Stock
     Option Plan (the "1994 Plan"), with respect to which a fee
     of $5,125 was previously paid.  As described in the
     Explanatory Note below, the amount of the registration fee
     is based solely on the two hundred and sixty three thousand
     shares registered in this Registration Statement.

3.   Pursuant to Rule 457(h) under the Securities Act, the
     proposed maximum offering price per share and proposed
     maximum aggregate offering price are 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 April 5, 2001.

______________________________________________________________
EXPLANATORY NOTE

         (1)  This Registration Statement relates to the adoption
of the GreenPoint Financial Corp. Non-Employee Directors 2001
Stock Option Plan authorizing 275,000 shares of common stock to
be issued thereunder.

         (2)  On December 23, 1994, a total of 1,450,000 (as
adjusted for the Two-for-One Stock Split) shares of common stock
of GP Financial Corp. (subsequently GreenPoint Financial Corp.
the "Corporation" or the "Registrant"), to be issued in
connection with the 1994 Plan, were registered with the
Securities and Exchange Commission (the "Commission") by
Registration Statement on Form S-8 (File No. 33-87760).  On
May 8, 2001, the stockholders of the Corporation will be asked to
approve the GreenPoint Financial Corp., Non-Employee Directors
2001 Stock Option Plan (the "2001 Plan").  A total of twelve
thousand (12,000) (as adjusted for the Two-for-One Stock Split)
shares of common stock registered on December 23, 1994 are not,
and will not be, the subject of awards under the 1994 Plan.  Such
twelve thousand (12,000) shares of common stock are available for
award under the 2001 Plan.  Pursuant to Instruction E to Form S-8
and the telephonic interpretation of the Commission pertaining to
Form S-8 set forth in the Division of Corporation Finance's
Manual of Publicly-Available Telephone Interpretations (July
2000), these twelve thousand (12,000) shares of common stock are
carried forward to, and deemed covered by, this Registration
Statement.

_________________________________________________________________

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

Item 1.  Plan Information

Item 2.  Registrant Information and Employee Plan Annual
         Information.

_________________________________________________________________

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

____________________

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

                                2
The following documents filed by the Corporation with
the Commission are hereby incorporated by reference herein:

         (a)  (i) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 dated March 23, 2001;
and (ii) the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 2000;

         (b)  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 the
Corporation 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
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 an "Incorporated Document").

         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 Executive
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.

                                3
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
         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

                                4
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
         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 shall have power to indemnify any person
         who was or is a party or is threatened to be made a
         party to any threatened, pending or completed action,
         suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by
         or in the right of the corporation) by reason of the
         fact that the person 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,

                                5
fines and amounts paid in settlement actually and
         reasonably incurred by the person in connection with
         such action, suit or proceeding if the person 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 the
         person's 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 the person 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 the person's conduct was unlawful.

    (b)  A corporation shall have the power 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 the
         person 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) actually and reasonably
         incurred by the person in connection with the defense or
         settlement of such action or suit if the person acted in
         good faith and in a manner the person 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 present or former director or
         officer 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, such person shall be indemnified against

                                6
expenses (including attorneys' fees) actually and
         reasonably incurred by such person 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
         present or former director, officer, employee or agent
         is proper in the circumstances because the person has
         met the applicable standard of conduct set forth in
         subsections (a) and (b) of this section. Such
         determination shall be made with respect to a person who
         is a director or officer at the time of such
         determination, (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) by a committee of
         such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if
         there are no such directors, or if such directors so
         direct, by independent legal counsel in a written
         opinion, or (4) 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
         ultimately be determined that such person is not
         entitled to be indemnified by the corporation as
         authorized in this section.  Such expenses (including
         attorneys' fees) incurred by former directors and
         officers or other employees and agents may be so paid
         upon such terms and conditions, if any, as the
         corporation 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 such
         person's 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,

                                7
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 such
         person and incurred by such person in any such capacity,
         or arising out of such person's status as such, whether
         or not the corporation would have the power to indemnify
         such person 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.

Exhibit Number     Description

      4            GreenPoint Financial Corp. Non-Employee
                   Directors 2001 Stock Option Plan

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

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

    23.2           Consent of PricewaterhouseCoopers LLP

     24            Powers of Attorney (included in the signature
                   page to this Registration Statement)

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

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

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

        (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the
              Registration Statement (or the most recent post-

                                8
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 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.

    (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, where
applicable, each filing of any employee benefit 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

                                9
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.

                               10
SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, 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 New York, New York, on the 11th day
of April, 2001.

                             GREENPOINT FINANCIAL CORP.

                             By:/s/Thomas S. Johnson
                                  Thomas S. Johnson
                                  Chairman of the Board
                                  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, this and any subsequent registration statement, including
each pre-effective or post-effective amendment hereto or thereto,
relating to the GreenPoint Financial Corp. Non-Employee Directors
2001 Stock Option Plan, and shares of common stock thereunder.

         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      March 13, 2001
___________________          Board and Chief
Thomas S. Johnson            Executive Officer

/s/ Bharat B. Bhatt          Member of the        March 13, 2001
___________________          Board, President
Bharat B. Bhatt              and Chief Operating
                             Officer

/s/ Peter T. Paul            Member of the Board  March 13, 2001
___________________          and Vice Chairman
Peter T. Paul

/s/ Jeffrey R. Leeds         Executive Vice       March 13, 2001
___________________          President and
Jeffrey R. Leeds             Chief Financial
                             Officer

                               11
/s/ Joseph D. Perillo        Senior Vice          March 13, 2001
___________________          President and
Joseph D. Perillo            Controller

/s/ Robert M. McLane         Director             March 13, 2001
___________________
Robert M. McLane

/s/ Dan F. Huebner           Director             March 13, 2001
___________________
Dan F. Huebner

/s/ Robert P. Quinn          Director             March 13, 2001
___________________
Robert P. Quinn

/s/ Robert F. Vizza          Director             March 13, 2001
___________________
Robert F. Vizza

/s/ William M. Jackson       Director             March 13, 2001
___________________
William M. Jackson

/s/ Charles B. McQuade       Director             March 13, 2001
___________________
Charles B. McQuade

/s/ Alvin N. Puryear         Director             March 13, 2001
___________________
Alvin N. Puryear

/s/ Edward C. Schmults       Director             March 13, 2001
___________________
Edward C. Schmults

                               12
Index to Exhibits

Exhibit Number

      4            GreenPoint Financial Corp. Non-
                   Employee Directors 2001 Stock Option
                   Plan

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

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

    23.2           Consent of PricewaterhouseCoopers
                   LLP

     24            Powers of Attorney (included in the
                   signature page to this Registration
                   Statement)

                               13
GREENPOINT FINANCIAL CORP.

                     NON-EMPLOYEE DIRECTORS
                     2001 STOCK OPTION PLAN

SECTION 1.    Purpose; Definitions.

The purpose of the Plan is to provide compensation to Non-
Employee Directors in the form of Stock Options.

For purposes of the Plan, the following terms are defined as set
forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" means any of the following:

    a.  the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act)  of 20%
or more of either (i) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company or
(D) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of paragraph c;
or

    b.  individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any reason
not to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
the effective date of the Plan whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

                                1
c.  consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case,
unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all
of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for
such Business Combination; or

    d.  approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

"Company" means GreenPoint Financial Corp., a Delaware
corporation.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor thereto.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

"Fair Market Value" means as of any given date, the closing price
of the Stock on the New York Stock Exchange or on any national

                                2
exchange on which the Stock is listed.  If there is no regular
public trading market for such Stock, the Fair Market Value of
the Stock shall be determined by the Committee (as defined in
Section 2(a)) in good faith.

"Non-Employee Director"  means a person who as of any applicable
date is a member of the Board and is not an officer or employee
of the Company or any subsidiary of the Company.

"Non-Qualified Stock Option" means a Stock Option that does not
meet the requirements of Section 422 of the Code.

"Participant" means a Non-Employee Director who is granted a
Stock Option hereunder.

"Plan" means the GreenPoint Financial Corp. Non-Employee
Directors 2001Stock Option Plan, as set forth herein and as
hereinafter amended from time to time.

"Stock" means the common stock, par value $.01 per share, of the
Company.

"Stock Option" means an option to purchase shares of Stock.

"Termination of Directorship" means the date upon which any
Participant ceases to be a member of the Board for any reason
whatsoever.

In addition, certain other terms used herein have definitions
given to them in the first place in which they are used.

SECTION 2.    Administration.

    a.  Committee.   The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"), which
shall consist of not less than three members of the Board, each
of whom shall be a "non-employee director" as that term is used
in Rule 16b-3 as promulgated by the Securities and Exchange
Commission or any successor agency under Section 16(b) of the
Exchange Act ("Rule 16b-3").  Grants of Stock Options to
Participants under the Plan and the amount, nature and timing of
the grants shall be automatically determined as described in
Section 5 and shall not be subject to the determination of the
Committee.

    b.  Authority of the Committee.  Subject to certain specific
limitations and restrictions set forth in the Plan, the Committee
shall have full and final authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations, if any,
relating to the Plan; and to make all determinations necessary or
advisable for the administration of the Plan.  No member of the

                                3
Committee shall be liable for anything done or omitted to be done
by him or her or by any other member of the Committee in
connection with the Plan, except for his or her own willful
misconduct or gross negligence.  All decisions which are made by
the Committee with respect to interpretation of the terms of the
Plan and with respect to any questions or disputes arising under
the Plan shall be final and binding on the Company and the
Participants, their heirs or beneficiaries.  The Committee shall
not be empowered to take any action, whether or not otherwise
authorized under the Plan, which would result in any Director of
the Company failing to qualify as a "non-employee director".

    c.  Acts of the Committee.  A majority of the Committee shall
constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts
approved in writing by all members of  the Committee without a
meeting, shall be the acts of the Committee.

SECTION 3.    Stock Subject to Plan.

    Subject to adjustment as provided herein, there may be
granted under the Plan an aggregate of not more than 275,000
shares of  Stock, which number includes 12,000 of the shares of
Stock remaining available for awards as of the date of adoption
of the Plan under the Company's Non-Employee Directors Stock
Option.

    In the event of any change in corporate capitalization
(including, but not limited to, a change in the number of shares
of Stock outstanding), such as a stock split or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property
of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation
of the Company, the Committee or Board may make such substitution
or adjustments in the aggregate number of shares of  Stock
reserved for issuance under the Plan, and the number and option
price of shares of Stock subject to outstanding Stock Options,
and/or such other equitable substitution or adjustments as it may
determine to be appropriate in its sole discretion; provided,
however, that the number of shares subject to any Stock Option
shall always be a whole number.

SECTION 4.     Eligibility.

    Only individuals who are Non-Employee Directors are eligible
to be granted Stock Options under the Plan.

                                4
SECTION 5.    Stock Options.

    a.  Initial Grants.   Each Non-Employee Director shall
initially receive, within thirty days after initial election to
office, a Non-Qualified Stock Option to purchase 10,000 shares of
Stock at a price equal to the Fair Market Value at the time of
the grant of the shares of Stock subject to such Non-Qualified
Stock Option (the "Initial Grant").

    b.  Annual Grants. Prior to termination of the Plan pursuant
to Section 6, on the day following the Company's Annual Meeting
commencing with its Annual Meeting in 2001, such Non-Employee
Director shall receive a Non-Qualified Stock Option to purchase
4,000 shares of Stock at a price equal to the Fair Market Value
at the time of the grant of the shares of Stock subject to such
Non-Qualified Stock Option, provided such individual shall
continue to be a Non-Employee Director.

    c.  Insufficient Shares of Stock.  In the event that the
number of shares of Stock available for grant under the Plan is
insufficient to make all grants required to be made on a given
date, then all Non-Employee Directors entitled to a grant on such
date shall share ratably in the number of Stock Options on shares
available for grant under the Plan.

    d.  Additional Terms and Conditions.  Stock Options granted
under the Plan shall be subject to the following terms and
conditions in addition to those set forth above:

1.  Option Term.  The term of each Stock Option shall be 10 years
    from the date the Stock Option is granted.

2.  Exercisability.  Other than the Initial Grant, Stock Options
    shall be fully exercisable one year after the date of grant.
    Stock Options subject to the Initial Grant shall become
    exercisable with respect to 6,000 shares, one year after the
    date of grant, and with respect to an additional 2,000 shares
    on each of the second and third anniversaries of the date of
    grant.

    All Stock Options shall become immediately exercisable upon
    the death, retirement or disability of a Non-Employee
    Director or upon a Change of Control of the Company.

3.  Method of Exercise.  Subject to the provisions of this
    Section 5, Stock Options may be exercised, in whole or in
    part, at any time during the option term by giving written
    notice of exercise to the Company specifying the number of
    shares of Stock subject to the Stock Options to be purchased.

                                5
Such notice shall be accompanied by payment in full of the
    purchase price by certified or bank check or such other
    instrument as the Company may accept.  Stock Options may be
    exercised pursuant to a "cashless exercise"  of a Stock
    Option (i.e., payment of the purchase price may be made, in
    whole or in part, through the surrender of shares of Common
    Stock at the Fair Market Value of such shares on the date of
    surrender), in accordance with applicable securities laws.

    No shares of Stock shall be issued until full payment
    therefor has been made.  An optionee shall have all of the
    rights of a stockholder of the Company holding the class or
    series of Stock that is subject to such Stock Option
    (including, if applicable, the right to vote the shares and
    the right to receive dividends), when the optionee has given
    written notice of exercise, has paid in full for such shares
    and, has given the representation described in Section 7(a).

4.  Non-transferability of Stock Options. No Stock Option shall
    be transferable by the optionee other than (i) by will or by
    the laws of descent and distribution; (ii) as otherwise
    expressly permitted by the Committee including, if so
    permitted, pursuant to a transfer to such optionee's
    immediate family, whether directly or indirectly or by means
    of a trust or partnership or otherwise; or (iii) pursuant to
    a qualified domestic relations order (as defined in the Code
    or ERISA).  For purposes of this Plan, unless otherwise
    determined by the Committee, "immediate family" shall mean
    the optionee's children, spouse and grandchildren.  All Stock
    Options shall be exercisable, subject to the terms of this
    Plan, only by the optionee, the guardian or legal
    representative of the optionee, or any person to whom such
    Stock Option is transferred pursuant to this paragraph, it
    being understood that the term "optionee" includes such
    guardian, legal representative and other transferee.

5.  Termination.  If a Termination of Directorship occurs for any
    reason, any Stock Option held by such Participant shall
    continue to be exercisable, in accordance with its terms and
    may be exercised for the balance of such Stock Option's term.

SECTION 6.    Term, Amendment and Termination.

    The Plan will terminate on the tenth anniversary of the
effective date of the Plan.  Under the Plan, Stock Options
outstanding as of such date shall not be affected or impaired by
the termination of the Plan.

    The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which
would (a) impair the rights of an optionee under a Stock Option

                                6
without the optionee's consent, except such an amendment made to
comply with applicable law, stock exchange rules or accounting
rules, or (b) disqualify the Plan from the exemption provided by
Rule 16b-3.  In addition, (a) no amendment shall be made without
the approval of the Company's stockholders to the extent such
approval is required by applicable law or stock exchange rules
and (b) the Plan shall not be amended more often than once every
six months, other than to comport with changes in the Code,
ERISA, or the rules thereunder.

    Subject to the above provisions, the Board shall have the
authority to amend the Plan to take into account changes in law
and accounting rules as well as other developments, and to grant
Stock Options which qualify for beneficial treatment under such
rules without stockholder approval.

SECTION 7.    General Provisions.

    a.  Unless the shares have been registered under the
Securities Act of 1933, as amended, each person purchasing or
receiving shares of Stock pursuant to a Stock Option shall
represent to and agree with the Company in writing that such
person is acquiring the shares of Stock without a view to the
distribution thereof.  The certificates for such shares of Stock
shall include an appropriate legend to reflect the restrictions
on transfer.

    b.  Nothing contained in the Plan shall prevent the Company
or any subsidiary from adopting other or additional compensation
arrangements for its Non-Employee Directors.

    c.  No later than the date as of which an amount first
becomes includible in the gross income of the Participant for
Federal income tax purposes with respect to any Stock Option
awarded under the Plan, the Participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the
payment of, any Federal, state, local or foreign taxes of any
kind required by law to be withheld with respect to such amount.
Withholding obligations may, at the election of the optionee
(which election shall be subject to compliance with requirements
of Rule 16b-3), be settled with Stock, including Stock that is
part of the Stock Option that gives rise to the withholding
requirement.  The obligations of the Company under the Plan shall
be conditional on such payment or arrangements, and the Company
shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Participant.

    d.  The Plan and all Stock Options awarded and actions taken
thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware.

                                7
SECTION 8.    Effective Date of Plan.

    The Plan shall be adopted by the Board and presented to
stockholders of the Company for their approval.  Stock Options
may be granted prior to such approval but are contingent upon
such approval being obtained.

                                8
01599003.AA2
[GreenPoint Financial Corp. Letterhead]

                                  April 11, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         GreenPoint Financial Corp.
         Non-Employee Directors 2001 Stock Option Plan
         Registration Statement on Form S-8

Ladies and Gentlemen:

         I am Executive Vice President, General Counsel and
Secretary of GreenPoint Financial Corp. (the "Corporation"),
and I am rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended,
of shares (the "Shares") of Common Stock, par value $.01 per
share, of the Corporation issuable pursuant to the
GreenPoint Financial Corp. Non-Employee Directors 2001 Stock
Option Plan (the "Plan").

         For purposes of this opinion, I, or attorneys under
my supervision, have participated in the preparation of this
Registration Statement on Form S-8 covering the above
referenced Shares (the "Registration Statement") and have
examined applicable statutes, rules and regulations,
originals or copies, as amended to the date hereof, of the
Plan, the Certificate of Incorporation of the Corporation,
the Bylaws of the Corporation, and such other corporate
documents and records of the Corporation as I have deemed
relevant and necessary as a basis for this opinion.  For
purposes of this opinion, I have also assumed the
genuineness of all signatures on all documents and
completeness, and the conformity to original documents, of
all copies submitted to me, and that all representations of
fact (other than those opined on below) expressed in or
implied by such documents are accurate.

         On the basis of the foregoing, I am of the opinion
that the Shares when issued pursuant to the terms of the
Plan will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement on Form S-8
relating to the Plan, and to the use of my name under the
heading "Interests of Named Experts and Counsel" in such
Registration Statement.

                                  Very truly yours,

                                  /s/ Howard C Bluver
                                  _________________________
                                      Howard C. Bluver
                                  Executive Vice President
                                      and General Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (registering common stock
to be used under the GreenPoint Financial Corp. Non-Employee
Directors 2001 Stock Option Plan) of our report dated
January 18, 2001 relating to the financial statements, which
appears in the 2000 Annual Report to Stockholders of
GreenPoint Financial Corp., which is incorporated by
reference in GreenPoint Financial Corp.'s Annual Report on
Form 10-K for the year ended December 31, 2000.

                             /S/ PricewaterhouseCoopers LLP

New York, New York
April 11, 2001

01599003.AA2