<PAGE>

      As filed with the Securities and Exchange Commission
                      on February 10, 1998.

                                    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. Amended and Restated 1994
                      Stock Incentive Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
      Senior 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
                    New York, New York 10004
                         (212) 574-1200



<PAGE>

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

<S>                          <C>               <C>                  <C>               <C>
Common Stock, par
value $.01 per share    2,000,000          $68.875           $137,750,000            $40,637
shares(1)

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

2.   Pursuant to Rule 457(h) under the Securities Act, the
     proposed maximum aggregate offering price and the amount of
     registration fee are based solely on the additional two
     million shares registered in this Registration Statement,
     and the proposed maximum offering price per share is
     estimated on the basis of the average of the high and low
     sales prices of the Registrant's shares as reported for New
     York Stock Exchange composite transactions on January 20,
     1998.

______________________________________________________________
</TABLE>



<PAGE>

EXPLANATORY NOTE

         This Registration Statement relates to the amendment to
the GreenPoint Financial Corp. Amended and Restated 1994 Stock
Incentive Plan (previously the GP Financial Corp. Amended and
Restated 1994 Stock Incentive Plan) to increase by 2,000,000 the
number of shares of common stock authorized to be issued
thereunder.  The contents of the Registrant's Registration
Statement on Form S-8, Registration No. 33-87758, filed with the
Securities and Exchange Commission on December 23, 1994, are
hereby incorporated herein by reference thereto.

_________________________________________________________________

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.

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

         (a)  (i) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 dated March 11, 1997;
and (ii) the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1996;

         (b)  The Corporation's Quarterly Reports on Form 10-Q
for (i) the quarterly period ended March 31, 1997 dated May 9,
1997; (ii) the quarterly period ended June 30, 1997 dated
August 8, 1997; and (iii) the quarterly period ended
September 30, 1997 dated November 12, 1997;

         (c)  The Corporation's Proxy Statement dated March 21,
1997 relating to the Annual Meeting of Stockholders held on
May 2, 1997; and
____________________

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


                                2



<PAGE>

         (d)  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 "Incorporated Documents").

         Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

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

    A.   Each person who was or is made a party or is threatened
         to be made a party to or is otherwise involved in any
         action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she is


                                3



<PAGE>

         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
         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


                                4



<PAGE>

         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,
         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


                                5



<PAGE>

         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
         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


                                6



<PAGE>

         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,
         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.


                                7



<PAGE>

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Number     Description

      4            GreenPoint Financial Corp. Amended and
                   Restated 1994 Stock Incentive Plan.

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

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

    23.2           Consent of KPMG Peat Marwick LLP

    23.3           Consent of Price Waterhouse LLP

     24            Powers of Attorney

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-
              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;




                                8



<PAGE>

         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
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



                                9



<PAGE>

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, 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 10th day of February, 1998.

                             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 post-effective amendment thereto, relating to the GreenPoint
Financial Corp. Amended and Restated 1994 Stock Incentive 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     February 10, 1998
    Thomas S. Johnson        Board and Chief
                             Executive Officer

/s/ Bharat B. Bhatt          Member of the       February 10, 1998
    Bharat B. Bhatt          Board, President
                             and Chief Operating
                             Officer

/s/ Jeffrey Leeds            Executive Vice      February 10, 1998
    Jeffrey Leeds            President, Finance
                             (Principal Financial
                             Officer)

/s/ Mary Beth Farrell        Senior Vice         February 10, 1998
    Mary Beth Farrell        President and
                             Comptroller




                               10



<PAGE>

/s/ Wilfred O. Uhl           Director            February 10, 1998
    Wilfred O. Uhl


/s/ Robert M. McLane         Director            February 10, 1998
    Robert M. McLane


/s/ Dan F. Huebner           Director            February 10, 1998
    Dan F. Huebner


/s/ Robert P. Quinn          Director            February 10, 1998
    Robert P. Quinn


/s/ Robert F. Vizza          Director            February 10, 1998
    Robert F. Vizza


/s/ William M. Jackson       Director            February 10, 1998
    William M. Jackson


/s/ Jules Zimmerman          Director            February 10, 1998
    Jules Zimmerman


/s/ Charles B. McQuade       Director            February 10, 1998
    Charles B. McQuade


/s/ Alvin N. Puryear         Director            February 10, 1998
    Alvin N. Puryear


/s/ Edward C. Bessey         Director            February 10, 1998
    Edward C. Bessey


/s/ Susan J. Kropf           Director            February 10, 1998
    Susan J. Kropf


/s/ Edward C. Schmults       Director            February 10, 1998
    Edward C. Schmults







                               11



<PAGE>

                        Index to Exhibits


Exhibit                                                

      4            GreenPoint Financial Corp. Amended
                   and Restated 1994 Stock Incentive
                   Plan

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

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

    23.2           Consent of KPMG Peat Marwick LLP

    23.3           Consent of Price Waterhouse LLP

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



























                               12
00995003.AF7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28517}]
{"company-data": {"conformed-name": "GREENPOINT FINANCIAL CORP", "cik": "0000911935", "assigned-sic": "6036", "irs-number": "061379001", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45917", "film-number": "98527387"}, "business-address": {"street1": "90 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2128341711"}, "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 February 10, 1998.

                                    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. Amended and Restated 1994
                      Stock Incentive Plan
                    (Full Title of the Plan)
                       __________________

                     Howard C. Bluver, Esq.
      Senior 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
                    New York, New York 10004
                         (212) 574-1200
CALCULATION OF REGISTRATION FEE
______________________________________________________________
Proposed Maximum    Proposed Maximum
Title of Securities       Amount to      Offering Price         Aggregate          Amount of
 to be Registered       be Registered     Per Share(2)      Offering Price(2)  Registration Fee
Common Stock, par
value $.01 per share    2,000,000          $68.875           $137,750,000            $40,637
shares(1)

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

2.   Pursuant to Rule 457(h) under the Securities Act, the
     proposed maximum aggregate offering price and the amount of
     registration fee are based solely on the additional two
     million shares registered in this Registration Statement,
     and the proposed maximum offering price per share is
     estimated on the basis of the average of the high and low
     sales prices of the Registrant's shares as reported for New
     York Stock Exchange composite transactions on January 20,
     1998.

______________________________________________________________
EXPLANATORY NOTE

         This Registration Statement relates to the amendment to
the GreenPoint Financial Corp. Amended and Restated 1994 Stock
Incentive Plan (previously the GP Financial Corp. Amended and
Restated 1994 Stock Incentive Plan) to increase by 2,000,000 the
number of shares of common stock authorized to be issued
thereunder.  The contents of the Registrant's Registration
Statement on Form S-8, Registration No. 33-87758, filed with the
Securities and Exchange Commission on December 23, 1994, are
hereby incorporated herein by reference thereto.

_________________________________________________________________

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.

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

         (a)  (i) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 dated March 11, 1997;
and (ii) the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1996;

         (b)  The Corporation's Quarterly Reports on Form 10-Q
for (i) the quarterly period ended March 31, 1997 dated May 9,
1997; (ii) the quarterly period ended June 30, 1997 dated
August 8, 1997; and (iii) the quarterly period ended
September 30, 1997 dated November 12, 1997;

         (c)  The Corporation's Proxy Statement dated March 21,
1997 relating to the Annual Meeting of Stockholders held on
May 2, 1997; and
____________________

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

                                2
(d)  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 "Incorporated Documents").

         Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

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

    A.   Each person who was or is made a party or is threatened
         to be made a party to or is otherwise involved in any
         action, suit or proceeding, whether civil, criminal,
         administrative or investigative (hereinafter a
         "proceeding"), by reason of the fact that he or she is

                                3
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
         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

                                4
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,
         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

                                5
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
         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

                                6
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,
         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.

                                7
Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Number     Description

      4            GreenPoint Financial Corp. Amended and
                   Restated 1994 Stock Incentive Plan.

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

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

    23.2           Consent of KPMG Peat Marwick LLP

    23.3           Consent of Price Waterhouse LLP

     24            Powers of Attorney

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-
              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;

                                8
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
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                9
SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, 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 10th day of February, 1998.

                             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 post-effective amendment thereto, relating to the GreenPoint
Financial Corp. Amended and Restated 1994 Stock Incentive 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     February 10, 1998
    Thomas S. Johnson        Board and Chief
                             Executive Officer

/s/ Bharat B. Bhatt          Member of the       February 10, 1998
    Bharat B. Bhatt          Board, President
                             and Chief Operating
                             Officer

/s/ Jeffrey Leeds            Executive Vice      February 10, 1998
    Jeffrey Leeds            President, Finance
                             (Principal Financial
                             Officer)

/s/ Mary Beth Farrell        Senior Vice         February 10, 1998
    Mary Beth Farrell        President and
                             Comptroller

                               10
/s/ Wilfred O. Uhl           Director            February 10, 1998
    Wilfred O. Uhl

/s/ Robert M. McLane         Director            February 10, 1998
    Robert M. McLane

/s/ Dan F. Huebner           Director            February 10, 1998
    Dan F. Huebner

/s/ Robert P. Quinn          Director            February 10, 1998
    Robert P. Quinn

/s/ Robert F. Vizza          Director            February 10, 1998
    Robert F. Vizza

/s/ William M. Jackson       Director            February 10, 1998
    William M. Jackson

/s/ Jules Zimmerman          Director            February 10, 1998
    Jules Zimmerman

/s/ Charles B. McQuade       Director            February 10, 1998
    Charles B. McQuade

/s/ Alvin N. Puryear         Director            February 10, 1998
    Alvin N. Puryear

/s/ Edward C. Bessey         Director            February 10, 1998
    Edward C. Bessey

/s/ Susan J. Kropf           Director            February 10, 1998
    Susan J. Kropf

/s/ Edward C. Schmults       Director            February 10, 1998
    Edward C. Schmults

                               11
Index to Exhibits

Exhibit                                                

      4            GreenPoint Financial Corp. Amended
                   and Restated 1994 Stock Incentive
                   Plan

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

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

    23.2           Consent of KPMG Peat Marwick LLP

    23.3           Consent of Price Waterhouse LLP

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

                               12
00995003.AF7