Registration No. 333 -_______________
                                As filed with the Securities and
                                Exchange Commission on November 26, 1997



                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

                          LONG ISLAND BANCORP, INC.

         (Exact Name of Registrant as Specified in its Charter)


          Delaware                                    11-3198508

 (State of Incorporation)                        (IRS Employer
                                              Identification No.)
                          

                            201 Old Country Road
                       Melville, New York 11747-2724

                (Address of Principal Executive Offices)

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


                        Long Island Bancorp, Inc.
             Non-Employee Directors Stock Compensation Plan
                         (Full Title of the Plan)
                          ---------------------


John J. Conefry, Jr.                                   Copies to:
Chairman of the Board                                  Mel M. Immergut
and Chief Executive Officer                            Milbank, Tweed, Hadley &
LONG ISLAND BANCORP, INC.                              McCloy
                                                       1 Chase Manhattan Plaza
201 Old Country Road                                   New York, New York
Melville, New York 11747-2724                          10005-1413
                                                       (212) 530-5000
(516) 547-2000

(Name, Address and Telephone
 Number of Agent for Service)



If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. x 

Total Number of pages ______
Exhibit Index on Page ______

<PAGE>
<TABLE>

                                CALCULATION OF REGISTRATION FEE


                                                            Proposed                 Proposed
     <S>                                                      Maximum                   Maximum                 Amount of
Title of Securities to         Amount to be             Offering Price              Aggregate              Registration
   be Registered              Registered                Per Share            Offering Price (3)               Fee
--------------------- ------------------------ ------------------------- ------------------------ ========================
       <C>                   <C>                    <C>                              <C>                      <C>      
Deferred Compensation
  Obligations (1)            $2,000,000.00                 100%                 $2,000,000.00               $606.00

---------------------- ------------------------ ------------------------- ------------------------ ========================
---------------------- ------------------------ ------------------------- ------------------------ ========================

 Common Stock, par value
          $0.01                      (2)                      (2)                       (2)                      (2)
        per share

-------------------------- ------------------------ ------------------------- ------------------------ ========================



         (1)      The   Deferred   Compensation    Obligations   are   unsecured
                  obligations  of Long  Island  Bancorp,  Inc.  to pay  deferred
                  compensation in the future in accordance with the terms of the
                  Non-Employee Directors Stock Compensation Plan.

         (2)      The   number  of  shares  of  Common   Stock  is   necessarily
                  indeterminate  but will be the  number  of  shares  which  are
                  issued to satisfy obligations of Long Island Bancorp, Inc.
                  under the Plan.

         (3)      Estimated solely for the purpose of determining  the  
                  registration fee.


</TABLE>

<PAGE>


PART I

Items 1. and 2.   Plan Information / Registrant Information and
                      Employee Plan Annual Information

                  This Registration Statement relates to (a) the registration of
interests  in Long Island  Bancorp,  Inc.  ("the  Company" or "the  Registrant")
Non-Employee   Directors   Stock   Compensation   Plan  ("the  Plan")  in  which
non-employee  members  of the  Board  of  Directors  of the  Company  ("Eligible
Directors")  are  permitted  to defer  all or a  portion  of their  annual  cash
compensation  to an  account,  payable  upon  termination  of their  services as
Eligible  Directors  in cash or  deferred  shares of Long Island  Bancorp,  Inc.
common stock ("Common Stock"),  and (b) an indeterminate  amount of Common Stock
to be issued  under the  Plan.  The  purpose  of the Plan is to  strengthen  the
mutuality  interest between Eligible  Directors and the Company's  shareholders.
The Plan is intended to reinforce the Company's  ability to attract,  retain and
motivate Eligible  Directors through the provision of reasonable and competitive
compensation opportunities.

                  The document(s) containing the information specified in Part I
of Form  S-8  will be sent or  given  to  participating  Eligible  Directors  as
specified  by Rule 428 (b) (1) of the  Securities  Act of 1933,  as amended (the
"Securities  Act").  Such documents and the documents  incorporated by reference
herein  pursuant  to Item 3 of Part II  hereof,  taken  together,  constitute  a
prospectus that meets the  requirements of Section 10 (a) of the Securities Act.
In addition,  the Registrant  will provide  without charge to any person to whom
this Registration Statement relates, a quarterly account statement providing the
amount and status of their accounts.

PART II.

Item 3.  Incorporation of Documents by Reference

                  All documents filed by the Company pursuant to Sections 13 (a)
and (c), 14 or 15 (d) of the  Exchange Act of 1934,  as amended  (the  "Exchange
Act"),  after the date hereof and prior to the  termination of the Plan shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be part hereof from the filing of such  documents.  Any  statement  contained in
this Registration  Statement, or in a document incorporated by reference herein,
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent  that a  statement  contained  herein,  or in any other
subsequently  filed document  which also is  incorporated  by reference  herein,
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                  The following  documents  filed with the  Securities  Exchange
Commission are incorporated by reference in this Registration Statement:

                  (a)      the Annual Report on Form 10-K of the Long Island
 Bancorp, Inc. for the year ending September 30, 1996; and

                  (b) the Quarterly Reports on Form 10-Q for the quarters ending
December 31, 1996,  March 31, 1997 and June 30,1997 and Current  Reports on Form
8-K dated October 22, 1996, December 19,1996, February 18, 1997, March 25, 1997,
April 22, 1997,  June 24, 1997,  September 23, 1997 and October 21, 1997,  filed
pursuant to Section 13 of the Exchange Act.

Item 4.  Description of Securities

                  Under the Plan,  the Company will provide  Eligible  Directors
the  opportunity  to enter into  agreements  for the deferral of their  director
fees. The amount to be deferred by each Eligible  Director will be determined in
accordance  with the  Plan  and the  Eligible  Director's  election  and will be
credited to an account in the name of each Eligible Director (the "Account"). An
Eligible  Director's Account will be adjusted to reflect the gains and losses of
either of two benchmark  investments,  as selected by the Eligible Director: the
interest payable from time to time on a passbook savings account as available to
customers of The Long Island Savings Bank,  FSB or the investment  experience of
shares of Common  Stock.  All  obligations  under the Plan are payable in United
States  dollars,  except that  deferrals that have been  notionally  invested in
Common  Stock may be paid,  in the  discretion  of the Board of Directors of the
Company,  in  Common  Stock in lieu of cash.  Each  obligation  to pay  deferred
compensation  will be payable on a date selected by each Eligible Director after
his or her services as a director has ended.  No amounts  payable under the Plan
may be assigned, transferred, pledged or otherwise encumbered.

                  The Plan may be amended,  suspended or terminated, in whole or
in part,  by the Board of Directors  of the Company  without  impairment  of any
rights  of any  Eligible  Director  which  have  accrued  as of the date of such
action; provided,  however, that the Plan may not be amended upon the occurrence
of a change of control as defined in the Plan.

                  No trust will be maintained under the Plan and the obligations
of the Company to pay out Accounts will be unsecured  general  obligations.  The
Company  is a  holding  company,  and as such the  Company,  and  hence  Company
creditors including Eligible Directors,  may not receive any distribution of the
assets of any subsidiary  upon its  liquidation or  reorganization  or otherwise
until the prior  claims of  creditors  of the  subsidiary  have been  satisfied,
except  distributions  in  satisfaction  of  claims of the  Company  itself as a
creditor of such subsidiary.

Item 5.  Interest of Named Experts and Counsel

                  Not applicable.


Item 6.  Indemnification of Directors and Officer

                  Section 145 of the Delaware  General  Corporation  Law,  inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee or agent of another corporation or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his  conduct was  unlawful.  Similar  indemnity  is
authorized for such person against expense (including  attorney's fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened,  pending or  completed  action or suit if such 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  provided  further  that (unless a court of
competent  jurisdiction  otherwise  provides)  such  person  shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a  determination  by the  shareholders  or
disinterested  directors or by  independent  legal counsel in a written  opinion
that  indemnification  is proper  because the  indemnitee has met the applicable
standard of conduct.

                  Section 145 further  authorizes a corporation  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 or
enterprise,  against any liability  asserted against him, and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Section  5.1  of  the  Bylaws  of  the  Company  provides  for
indemnification  of the directors and officers of the Company to the full extent
permitted by law, as now in effect or later  amended.  In  addition,  the Bylaws
provide for  indemnification  against expenses incurred by a director or officer
to be paid by the  Company  at  reasonable  intervals  in  advance  of the final
disposition of such action,  suit or  proceeding;  provided,  however,  that, if
required by the Delaware  General  Corporation  Law, an  advancement of expenses
will be made only upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount if it shall be ultimately  determined that he is
not entitled to be indemnified by the Company.  The Bylaws further provide for a
contractual cause of action on the part of directors and officers of the Company
with respect to indemnification claims which have not been paid by the Company.

                  Article  Six of the  Company's  Certificate  of  Incorporation
limits under certain  circumstances the liability of the Company's directors for
a breach of their fiduciary duty as directors. These provisions do not eliminate
the liability of a director (i) for a breach of the  director's  duty of loyalty
to the Company or its shareholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section 174 of the  Delaware  General  Corporation  Law  (relating to the
declaration  of dividends  and purchase of  redemption of shares in violation of
the Delaware  General  Corporation  Law), or (iv) for any transaction from which
the director derived an improper personal benefit.

Item 7.  Exemption From Registration Claimed

                  Not applicable.





Item 8.  List of Exhibits

                  The  following  exhibits  are filed  with or  incorporated  by
reference into this Registration Statement on form S-8 (numbering corresponds to
Exhibit Table in Item 601 of Regulation S-K):


4.1               The Long Island Bancorp, Inc., Non-Employee Directors Stock 
                  Compensation Plan

5                 Opinion of Milbank, Tweed, Hadley & McCloy

23(a)             Consent (Milbank, Tweed Hadley & McCloy (included as part of
                  Exhibit 5)

23(b)             Consent - KMPG Peat Marwick

24                Power of Attorney (contained on the signature page)

99 (i) Restated Bylaws of the Registrant.  Incorporated by reference to Exhibits
filed with the Registration Statement on Form S-1 Registration No. 33-73694.

Item 9.  Undertakings

                  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 not  previously  disclosed  in the  Registration  Statement or any
         material change to such information in the 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;


<PAGE>


         (3) To remove from registration by means of a post-effective  amendment
any of  the  securities  being  registered  which  remain  undistributed  at the
termination of the Plan.

         (4) 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
15 (d) of the Exchange Act that is incorporated by reference in the Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  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  Securities and Exchange
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.


<PAGE>


                                                    SIGNATURES



                  Pursuant to the  requirements  of the  Securities Act of 1933,
LONG ISLAND BANCORP,  INC.  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 Melville,  New York on the 25th day of November,
1997.



                            LONG ISLAND BANCORP, INC.




                                              By:__________________________
                                                 John J. Conefry, Jr.
                                                 Chairman of the Board and
                                                 Chief Executive Officer

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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated:


Name                                   Title                        Date


/s/ John J. Conefry, Jr.      Chairman of the Board
John J. Conefry, Jr.          and Chief Executive Officer           11/25/97


/s/ Lawrence W. Peters        President, Chief Operating            11/25/97
Lawrence W. Peters            Officer and Director

/s/ Mark Fuster                                                     11/25/97
Mark Fuster                   Chief Financial Officer

/s/ Bruce M. Barnet           Executive Vice President and          11/25/97
Bruce M. Barnet               Director


/s/ Clarence M. Buxton        Director                              11/25/97
Clarence M. Buxton


/s/ Edwin M. Canuso           Director                              11/25/97
Edwin M. Canuso


/s/ Richard F. Chapdlaine     Director                              11/25/97
Richard F. Chapdelaine


/s/ Brian J. Conway           Director                              11/25/97
Brian J. Conway


/s/ Robert Conway             Director                              11/25/97
Robert Conway

/s/ Federick De Matteis       Director                              11/25/97
Frederick DeMatteis


/s/ George R. Irvin           Director                              11/25/97
George R. Irvin


/s/ Herbert J. McCooey        Director                              11/25/97
Herbert J. McCooey


/s/ Dr. James B. Tormey       Director                              11/25/97
Dr. James B. Tormey



/s/ Leo J. Waters             Director                               11/25/97
Leo J. Waters


/s/ Donald D. Wenk            Director                               11/25/97
Donald D. Wenk


/s/ Troy J. Baydala           Director Emeritus                      11/25/97
Troy J. Baydala



<PAGE>


                                                   EXHIBIT INDEX



Exhibit
No.                   Description                 Method of Filing
--------------------- --------------------------- ------------------

4.1                   The Long Island             Filed herewith
                      Bancorp, Inc.,
                      Non-Employee Directors
                      Stock Compensation Plan

5                     Opinion of Milbank,         Filed herewith
                      Tweed, Hadley & McCloy

23 (a)                Consent                   Milbank, Tweed Hadley & McCloy 
                                               (included as part of Exhibit 5)

23 (b)                Consent                     KMPG Peat Marwick

24                    Power of Attorney           (Contained on the signature 
                                                  page)

99 (i)                Restated Bylaws of Long     Incorporated by reference to 
                      Island Bancorp, Inc.        Exhibits filed with the
                                                  Registration Statement on
                                                  Form S-1, Registration
                                                  No. 33-73694



<PAGE>


                                EXHIBIT 4.1


  Long Island Bancorp, Inc. Non-Employee Directors Stock Compensation Plan





                    LONG ISLAND BANCORP, INC.
-----------------------------------------------------------------
      Non-Employee Directors Stock Compensation Plan
-----------------------------------------------------------------

                    Amended and Restated
                      September 23, 1997




<PAGE>



     Table of Contents


                  Topic                                              Page


Section 1.  Purpose; Establishment of Plan.... . . .................  1

Section 2.  Definitions.............................................  1

Section 3.  Administration..........................................  4

Section 4.  Deferred Compensation................. . ...............  4

Section 5.  Change in Control.......................................  7

Section 6.  Unfunded Status........................... .............  8

Section 7.  General Provisions......................................  8




<PAGE>





FORM-S81

                                      LONG ISLAND BANCORP, INC.

                          Non-Employee Directors Stock Compensation Plan


Section 1.  Purpose; Establishment of Plan

The purpose of the Non-Employee  Directors Stock  Compensation Plan (the "Plan")
is to strengthen  the mutuality of interest  between  non-employee  Directors of
Long Island  Bancorp,  Inc. (the  "Company") and the Company's  shareholders  by
permitting  the  deferral  of all or a portion of the annual  cash  compensation
received by  non-employee  members of the Board of Directors  (the "Board") into
Deferred Shares of Company Stock.

The Plan was adopted,  effective June 24, 1997, to permit Eligible  Directors of
the  Company to elect such  deferral of  compensation  into  Deferred  Shares of
Company Stock in the manner  described  below. The Plan is intended to reinforce
the  Company's  ability to  attract,  retain and  motivate  qualified  Directors
through the provision of reasonable and competitive compensation opportunities.

The Plan was amended and restated,  effective August 26, 1997, to merge with the
unfunded deferred compensation plan adopted by The Long Island Savings Bank, FSB
as of October 1, 1976, which provides deferred benefits to eligible Directors of
the Bank (the "Bank  Plan").  The Bank Plan is amended  and  superseded  by this
Plan, and all amounts payable under the Bank Plan shall be paid by and under the
terms of the Plan.  Amounts credited to the memorandum  account of each Director
under  the Bank  Plan as of July 31,  1997  shall be  deemed  transferred  to an
Interest  Bearing Account in respect of each such Director and interest shall be
credited thereon in accordance with Section 4.3(b) after such date.

Section 2.  Definitions

For purposes of the Plan, the following  terms shall have the meanings set forth
below:

2.1      "Account" means an account established to record an Eligible Director's
         interest under the Plan as described in Section 4.

2.2      "Bank" means The Long Island Savings Bank, FSB.

2.3      "Beneficiary"  means the person or persons  designated  by the Eligible
         Director to receive distribution(s) under this Plan in the event of the
         Eligible Director's death or permanent disability.

2.4      "Board of Directors" means the Board of Directors of the Company and 
          the Bank.

2.5      "Change  of  Control"  means (a) a change in control of the Bank or the
         Company of a nature  that would be  required to be reported in response
         to Item 1 of the  current  report on form 8-K, as in effect on the date
         hereof,  pursuant  to Section 13 or 15(d) of the  Exchange  Act;  (b) a
         change in control of the Bank or the  Company  within the meaning of 12
         U.S.C.  '1817(i),  the Change in Bank Control Act, and 12 C.F.R. '574.4
         of the Acquisition of Control of Savings Association regulations of the
         office of Control of Savings  Association  regulations of the Office of
         Thrift Supervision;  (c) individuals who constitute the Board as of the
         effective date of the Plan (the "Incumbent Board") cease for any reason
         to  constitute  at least a majority  thereof,  provided that any person
         becoming a Director  subsequent to the effective date of the Plan whose
         election  was  approved  by a vote of at  least  three-quarters  of the
         Directors then comprising the Incumbent  Board, or whose nomination for
         election  by the  Company's  shareholders,  as the  case  may  be,  was
         approved by the Company's  nominating  committee then serving under the
         Board, shall be, for purposes of this clause (c),  considered as though
         he or she was a member of the Incumbent Board (but excluding,  for this
         purpose,  any such individual whose initial assumption of office occurs
         as a result of either an actual or threatened election contest (as such
         terms are used in Rule 14a-11 of Regulation 14A  promulgated  under the
         Exchange  Act) or other actual  threatened  solicitation  of proxies or
         consents); (d) approval by the shareholders of the Bank or the Company,
         as the case may be, of a reorganization,  merger or  consolidation,  or
         the consummation of any such  reorganization,  merger or consolidation,
         other than, in any case, a reorganization, merger or consolidation with
         respect  to  which  all or  substantially  all of the  individuals  and
         entities  who were the  beneficial  owners,  immediately  prior to such
         reorganization,  merger or consolidation, of the Voting Interest in the
         Company  beneficially  own,  directly or indirectly,  immediately after
         such  reorganization,  merger or consolidation more than eighty percent
         (80%)  of the  Voting  Interest  of the  corporation  or  other  entity
         resulting  from  such   reorganization,   merger  or  consolidation  in
         substantially  the  same  proportions  as their  respective  ownership,
         immediately prior to such reorganization,  merger or consolidation,  of
         the Voting Interest in the Company; (e) approval by the shareholders of
         the  Bank  or the  Company,  as the  case  may  be,  of (i) a  complete
         liquidation or dissolution of the Bank or the Company, or (ii) the sale
         or other  disposition of all or substantially  all of the assets of the
         Company, or the occurrence of any such liquidation,  dissolution,  sale
         or  other  disposition,  other  than,  in any  case,  to a  Subsidiary,
         directly or indirectly;  of the Company,  or any Affiliate;  and/or (f)
         the solicitation of proxies from shareholders of the Company by someone
         other than the  current  management  of the  Company  and  without  the
         approval  of the  Board,  seeking  shareholder  approval  of a plan  of
         reorganization,  merger or consolidation of the Bank and/or the Company
         with one or more  corporations  as a result of which the  shareholders'
         interests in the Bank and/or the Company are actually  exchanged for or
         converted into securities not issued by the Bank and/or the Company.

2.6 "Company"  means Long Island  Bancorp,  Inc., a Delaware  corporation or any
successor corporation.

2.7      "Compensation"  means (a) the  aggregate  monetary  value of the annual
         retainer fees earned by an Eligible Director for service as a member of
         the Board of Directors  (the  "Board") of the Company  and/or the Bank;
         and (b) the annual retainer fee, if any, earned by an Eligible Director
         for service as the  Chairman  or member of a committee  of the Board of
         the Company  and/or the Bank; and (c) and any meeting fees earned by an
         Eligible  Director  for  attendance  at  meetings  of the  Board of the
         Company and/or the Bank and any of their committees during any calendar
         year.

2.8      "Director"  means any member of the Board of  Directors  of the Company
         and/or the Bank, whether or not such member is an Eligible Director.

2.9      "Deferred  Stock Account"  means an account  established to record such
         Eligible  Director's interest under the Plan related to Deferred Shares
         and any additional credits thereto as provided in Section 4.3(a).

2.10     "Deferred Share" means a share of Company Stock which has been deferred
         by an  Eligible  Director  until a certain  date(s) or  event(s) in the
         future (but in no case,  a date or event later than the date upon which
         the Eligible Director ceases to be a Director) in lieu of such Eligible
         Director  receiving  cash  compensation  for  services  rendered  as  a
         Director in the current period.

2.11     "Disability"  means  an  illness  or  injury  that  is  expected  to be
         permanent and which  renders a Director  unable to carry out his or her
         duties as determined by the Board in its sole discretion.

2.12     "Eligible  Director"  means a member of the Board of  Directors  of the
         Company and/or the Bank who is not currently an employee of the Company
         and/or the Bank.

2.13     "Exchange Act" means the Securities  Exchange Act of 1934, as in effect
         and as amended from time to time,  or any  successor  statute  thereto,
         together with any rules,  regulations and  interpretations  promulgated
         thereunder or with respect  thereto,  as the same may be in effect from
         time to time.

2.14     "Fair Market  Value" means the closing  price of a Share as reported by
         the  principal  stock  exchange  upon which Shares of Company Stock are
         listed  and  traded  on the date  which  is the  nearest  business  day
         preceding the date on which such value is to be determined.

2.15     "Interest  Bearing  Account" means an account  established to record an
         Eligible  Director's  interest  under  the  Plan  not  credited  to the
         Deferred Stock Account and any additional  interest  credits thereto as
         provided in Section 4.3(b).

2.16     "Plan" means the Long Island Bancorp, Inc. Non-Employee Directors Stock
          Compensation Plan.

2.17     "Retirement" means voluntary or involuntary termination of the Eligible
         Director from active service on the Board on or after the attainment of
         age 65.

2.18     "Share" or "Shares" means a share(s) of Stock.

2.19     "Stock" means the common stock, $0.01 par value, of the Company.



<PAGE>


Section 3.  Administration

3.1      The Plan  shall  be  administered  by the  Board  of  Directors  of the
         Company.  The Board shall have full power and  authority to  interpret,
         construe  and  administer  the  Plan  and  to  review  each  Director's
         eligibility to participate in the Plan, and the Board's interpretations
         and  constructions of the Plan and actions  thereunder shall be binding
         and conclusive on all persons and for all purposes.

3.2      The Board shall establish and maintain Plan records and may arrange for
         the engagement of  consultants  or legal counsel,  and make use of such
         agents and other Company  personnel,  as it requires or deems advisable
         for purposes of the Plan.  The Board may rely upon the written  opinion
         of such  consultants and counsel and may delegate to any agent,  member
         of the Board or employee of the Company,  its  authority to perform any
         act hereunder,  including without  limitation,  those matters involving
         the exercise of  discretion,  provided  that such  delegation  shall be
         subject to revocation at any time.


Section 4.  Deferred Compensation

4.1      Election to Defer.  On or before  December 31 of any calendar  year, an
         Eligible  Director may elect to defer receipt of all or any part of any
         Compensation payable in respect of the calendar year following the year
         in which such election is made, and to have such amounts  credited,  in
         whole or in part,  to the  Eligible  Director's  Account in such deemed
         investments  as the  Eligible  Director  shall elect under  Section 4.3
         hereof. Notwithstanding the foregoing, any Eligible Director may elect,
         prior to October 1, 1997, to defer payment of all or any portion of his
         or her  Compensation  for 1997  which  has not yet been  received.  Any
         person who shall become an Eligible  Director  during any calendar year
         may  elect,  not  later  than the 30th day  after  his or her term as a
         Director  begins,  to defer payment of all or any portion of his or her
         Compensation  payable for the balance of the  calendar  year  following
         such election.

4.2      Method of Election. A deferral election shall be made by written notice
         filed with the Corporate Secretary of the Company in such form as shall
         be  satisfactory  to the Board.  Such election shall continue in effect
         (including with respect to Compensation payable for subsequent calendar
         years) unless and until the Eligible  Director revokes or modifies such
         election by written  notice filed with the  Corporate  Secretary of the
         Company.  Any such revocation or  modification  of a deferral  election
         shall become  effective as of the end of the calendar  quarter in which
         such notice is given and only with respect to Compensation  payable for
         services  rendered  thereafter.  If the  effect of such  revocation  or
         modification  of a deferral  election  is only to change that amount of
         deferred  Compensation  that would  otherwise have been credited to the
         Account,  it shall in no event  become  effective  earlier  than  three
         months  after  it is  received  by  the  Corporate  Secretary.  Amounts
         credited to the Eligible Director's Account prior to the effective date
         of any such revocation or modification of a deferral election shall not
         be affected by such revocation or modification  and shall be maintained
         and  distributed in accordance with the otherwise  applicable  terms of
         the  Plan.  An  Eligible  Director  who  has  revoked  an  election  to
         participate  in the Plan may file a new election to defer  Compensation
         payable for services to be rendered in the calendar year  following the
         year in which such election is filed.

4.3      Account.  The Deferred  Compensation  of an Eligible  Director shall be
         allocated to such Director's Deferred Stock Account or Interest Bearing
         Account in the amounts  determined by the Eligible Director as provided
         in (c) hereof.

         (a)Deferred  Stock  Account.  Any deferred  Compensation  allocated to 
            the  Deferred  Stock  Account shall be deemed to be invested in a 
            number of Shares equal to the quotient of such Compensation divided 
            by the Fair  Market  Value on the date the  Compensation then being 
            allocated  to the Deferred  Stock  Account  would  otherwise  have 
            been  paid.  Whenever  a  dividend  other than a dividend  payable 
            in the form of Shares is declared  with  respect to the Deferred  
            Shares,the number of Shares in the Eligible  Director's  Deferred  
            Stock Account shall be increased by the number of Shares  determined
            by  dividing  (i) the  product  of (A) the  number of Shares in the
            Eligible  Director's  Deferred  Stock Account on the related 
            dividend  record date,  and (B) the amount  of any cash  dividend 
            declared  by the  Company  on one  Share  (or,  in the case of any
            dividend  distributable in property other than Shares,the per share
            value of such dividend,  as determined  by the Company for purposes 
            of income tax  reporting),  by (ii) the Fair Market Value on the 
            related  dividend  payment date.  In the case of any dividend 
            declared on Shares which is payable in Shares,the Eligible
            Director's  Deferred  Stock  Account  shall be increased by the
            number of Shares  equal to the  product of(i) the  number of Shares 
            credited  to the  Eligible Director's Deferred Stock Account on the 
            related  dividend  record date, and (ii) the number of shares 
            (including any fraction thereof  calculated to the fourth decimal 
            place)  distributable as a dividend  on one Share.  In the event of
            any stock  split,stock  dividend,recapitalization,reorganization  
            or other corporate  transaction  affecting the capital  structure of
            the Company,the Board of  Directors  shall make such  adjustments  
            to the number of Shares  credited  to each Eligible  Director's  
            Deferred  Stock Account as the Board of Directors  shall deem  
            necessary or appropriate to prevent the dilution or enlargement of
            such Eligible Director's rights.

(b)      Interest  Bearing  Account.   Any  amounts  allocated  to  the
         Interest  Bearing  Account  shall  be  deemed  to be  credited
         quarterly with  hypothetical  interest at the current passbook
         rate offered by the Bank to its customers from time to time or
         such other rate of interest as the Board of Directors may from
         time to time prescribe.

(c)      Election  of Deemed  Investments.  An Eligible  Director  may elect to
         have all or any portion of amounts  deferred under the Plan  allocated 
         to the Deferred  Stock  Account or Interest Bearing Account maintained 
         under such  Eligible  Director's  Account.  Such  election  shall be
         made by written  notice  filed  with the  Corporate  Secretary  of the
         Company in such form as shall be satisfactory  to the  Board.  Such  
         election  shall  continue  in effect  until  modified  by the Eligible 
         Director  by  written  notice  filed  with  the Corporate  Secretary 
         of the  Company;provided,  however,  that no such  modification  shall
         be effective without the prior approval of the Board of Directors or
         the  Compensation  Committee  of the Board of  Directors;  and provided
         further  that an Eligible  Director's  election  shall not be modified
         more often than once each calendar  month.  A  modification  of an 
         election  shall be  effective as of the first day of the month  next  
         following approval  of  such  modification  by the  Board of Directors 
         or  the Compensation Committee of the Board of Directors.

4.4      Distribution  Election.  At the  time  an  Eligible  Director  makes  a
         deferral  election pursuant to Section 4.1, the Eligible Director shall
         also  file  with the  Corporate  Secretary  of the  Company  a  written
         election (a "Distribution Election") with respect to whether:

                  (i) a distribution  of the Eligible  Director's  Account shall
         commence as soon as practicable following the first business day of the
         calendar month following the date on which the Eligible Director ceases
         to be a Director  or on the first  business  day of any  calendar  year
         following the calendar year in which the Eligible Director ceases to be
         a  Director,  or on such other  date as is  specified  by the  Eligible
         Director at the time of the related deferral election.

                  (ii) such distribution shall be in one lump payment or in such
         number  of annual  installments  (not to  exceed  ten) as the  Eligible
         Director may designate.

         The  amount  of  any   installment   payment  shall  be  determined  by
         multiplying  the  number  of  Shares  and/or  cash (as the case may be)
         credited to the Account of an Eligible  Director  immediately  prior to
         the distribution of the first installment by a fraction,  the numerator
         of which is one and the  denominator  of which is the  total  number of
         installments  (including the then current  installment)  to be paid. An
         Eligible  Director may at any time,  and from time to time,  change any
         Distribution  Election applicable to his or her Account,  provided that
         no  election  to  change  the time of any final  distribution  shall be
         effective  unless it is made in writing and  received by the  Corporate
         Secretary  of the  Company at least three  months  prior to the time at
         which the Eligible Director ceases to be a Director.

         As provided in Section 7.3, in the event of the death or  Disability of
         an Eligible Director,  the cash value of Shares and/or cash held in the
         Eligible  Director's  Account  shall be  delivered  to the  beneficiary
         designated  by the  Eligible  Director  or,  in  the  absence  of  such
         designation,  to the Eligible  Director's estate as soon as practicable
         following such death or Disability.

4.5      Timing  and  Form  of  Distributions.   Any  distribution  to  be  made
         hereunder,  whether in the form of a lump sum payment or  installments,
         following  the  termination  of an  Eligible  Director's  service  as a
         Director shall commence in accordance  with the  Distribution  Election
         made by the Eligible  Director  pursuant to Section 4.4. If an Eligible
         Director  fails  to  specify,   in  accordance   with  Section  4.4,  a
         commencement date for a distribution or whether such distribution shall
         be made  in a lump  sum  payment  or a  number  of  installments,  such
         distribution  shall be made in a lump sum payment on the first business
         day of the calendar quarter immediately following the date on which the
         Eligible  Director  ceases  to  be a  Director.  In  the  case  of  any
         distribution being made in annual installments,  each installment after
         the first  installment  shall be paid on the first business day of each
         subsequent calendar year, or as soon as practical thereafter, until the
         entire amount  subject to such  Distribution  Election  shall have been
         paid.

         Any  distribution  from an Eligible  Director's  Deferred Stock Account
         shall be made in Shares,  in cash, or in any  combination  thereof,  as
         determined  by the Board of  Directors in its sole  discretion.  If any
         portion of such  distribution  is to be made in cash, the Company shall
         pay the Eligible Director cash in an amount equal to the product of (i)
         the  aggregate  number  of  Deferred  Shares  (including  the  value of
         dividends and/or interest payable thereupon)  credited to such Eligible
         Director's  Deferred  Stock Account on his or her date of  distribution
         multiplied by (ii) the Fair Market Value on such date of distribution.

Section 5.  Change in Control

5.1      Immediate  Payment.  Upon the  occurrence of a Change in Control,  each
         Eligible  Director's  rights to and  interest  in amounts in his or her
         Account not previously  distributed in accordance  with Section 4.4 and
         4.5 shall become immediately  payable and distributable at the earliest
         practicable date.

5.2      Cash Settlement. Upon the occurrence of a Change in Control, in lieu of
         delivering  the Shares then held by an Eligible  Director,  the Company
         shall pay such  Eligible  Director,  not later  than 60 days  after the
         Change in Control  occurs,  cash in an  aggregate  amount  equal to the
         product of (i) the aggregate  number of Deferred Shares  (including the
         value of dividends and/or interest payable thereupon)  credited to such
         Eligible Director's Deferred Stock Account at the time of the Change in
         Control  multiplied  by (ii) the Fair  Market  Value on the date of the
         Change in Control.


Section 6.  Unfunded Status

The Company shall be under no obligation to establish a fund or reserve in order
to pay the  benefits  under the Plan.  A share of Deferred  Stock  represents  a
contractual obligation of the Company to deliver a Share of Stock or pay cash to
an Eligible  Director as provided  herein.  The Company may segregate or earmark
any Shares or any of the Company's assets for the benefits of Eligible Directors
or their  beneficiaries or estates,  but the Company shall not be required to do
so. An Eligible Director and his or her beneficiary or estate shall have only an
unsecured,  contractual  right  with  respect  to  any  amounts  credited  to  a
Director's  Account  hereunder,  and such rights shall not be deemed superior to
the rights of any their creditor.


Section 7.  General Provisions

7.1      Amendment  and  Termination.  The Plan  may be  amended,  suspended  or
         terminated, in whole or in part, by the Board, but no such action shall
         retroactively  impair or otherwise  adversely  affect the rights of any
         person to receive  benefits  under the Plan which have accrued prior to
         the date of such action. Upon the occurrence of a Change of Control (as
         herein defined), the Plan may not be amended or terminated.

7.2      Assignment Status. No right to any amount payable at any time under the
         Plan may be  assigned,  transferred,  pledged,  or  encumbered,  either
         voluntarily  or by  operation  of law,  except  as  provided  expressly
         herein. This Plan shall be binding upon and inure to the benefit of the
         Company and its successors and assigns, and the Eligible Director,  his
         or her beneficiary and estate.

7.3      Beneficiary  Designation.   Each  Eligible  Director  may  designate  a
         beneficiary  or  beneficiaries  to receive any payments which under the
         terms of the Plan may be or may become payable on or after the Eligible
         Director's  death or  Disability.  At any time,  and from time to time,
         such  designation  may be changed or canceled by the Eligible  Director
         without  the  consent of any such  beneficiary.  Any such  designation,
         change or  cancellation  must be on a form provided for that purpose by
         the Company and shall not be effective  until actually  received by the
         Company.  If no beneficiary has been properly  designated by a deceased
         Eligible  Director,  the beneficiary  shall be the Eligible  Director's
         estate.

7.4      No Right to Serve  as a  Director.  This  Plan  shall  not  impose  any
         obligations  on the  Company  to  retain  any  Eligible  Director  as a
         Director nor shall it impose any obligation on the part of any Eligible
         Director to remain as a Director of the Company.

7.5      No Right to Particular  Assets.  Nothing  contained in this Plan and no
         action  taken  pursuant to this Plan shall  create or be  construed  to
         create a trust of any kind or any  fiduciary  relationship  between the
         Company  and  any  Eligible  Director,  the  executor,   administrator,
         personal  representative  or  designated  beneficiary  of such Eligible
         Director, or any other person. To the extent that any Eligible Director
         or the  executor,  administrator,  or personal  representative  of such
         Eligible  Director  acquires a right to receive  any  payment  from the
         Company  pursuant to this Plan, such right shall be no greater than the
         right of an unsecured general creditor of the Company.

7.6      Listing  of Shares  and  Related  Matters.  If at any time the Board of
         Directors   shall   determine  in  its   judgment   that  the  listing,
         registration or  qualification  of the Shares covered by this Plan upon
         any national  securities exchange or under any state or federal law, or
         the consent or approval of any  governmental  or  regulatory  body,  is
         necessary or desirable as a condition  of, or in connection  with,  the
         delivery of Shares under this Plan, no Shares will be delivered  unless
         and  until  such  listing,  registration,   qualification,  consent  or
         approval shall have been effected or obtained.

7.7      Severability of Provisions. If any provision of this Plan shall be held
         invalid or unenforceable, such invalidity or unenforceability shall not
         affect any other  provisions  hereof,  and this Plan shall be construed
         and enforced as if such provision had not been included.

7.8      Headings and  Captions.  The headings and captions  herein are provided
         for reference and  convenience  only,  shall not be considered  part of
         this Plan, and shall not be employed in the construction of this Plan.

7.9      Withholding.  The Company may withhold from any  distributions  payable
         under this Plan all  Federal,  state,  city or other  taxes as shall be
         required  pursuant to any applicable law or governmental  regulation or
         ruling.

7.10     Governing  Law.  The Plan and all  actions  taken  thereunder  shall be
         governed by and construed in  accordance  with the laws of the State of
         New York,  without  reference  to the  principles  of  conflict of laws
         thereof.

7.11     Effective  Date.  The  Plan  shall  be  effective  upon the date of its
         adoption  by the Board,  which date shall be  recorded  in the  Board's
         minutes.



<PAGE>


                                                    EXHIBIT 5.0

                      Opinion and Consent of Milbank, Tweed, Hadley & McCloy


                                November 25, 1997

Long Island Bancorp, Inc.
201 Old Country Road
Melville, NY  11747-2724

Re:  Deferred Compensation Obligations

Dear Sirs:

We have acted as counsel for Long Island Bancorp,  Inc., a Delaware  corporation
("Bancorp"),  in  connection  with the  registration  by Bancorp,  pursuant to a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the  Securities  and Exchange  Commission,  of (i)  $2,000,000  of Deferred
Compensation  Obligations,  representing unsecured obligations of Bancorp to pay
deferred  compensation  in the future in  accordance  with the terms of the Long
Island  Bancorp,  Inc.  Non-Employee  Directors  Stock  Compensation  Plan  (the
"Plan"),  and (ii) an indeterminate  number of shares of common stock of Bancorp
for issuance to satisfy obligations of Bancorp under the Plan.

We have examined the Plan and other such other  documents and records of Bancorp
as we deemed necessary or appropriate to render this opinion. In our examination
we have assumed the  genuineness of all signatures and the  authenticity  of all
documents  submitted to us as originals and the conformity with the originals of
all  documents  submitted  to us as  copies.  As to  various  questions  of fact
material to such opinion we have,  when  relevant  facts were not  independently
established,  relied  upon  certifications  by officers of the Company and other
appropriate persons and statements contained in the Registration Statement.

Based on the  foregoing,  we are of the  opinion  that,  when  the  registration
becomes effective and when issued in accordance with the provisions of the Plan,
the Deferred  Compensation  Obligations will be valid and binding obligations of
Bancorp,  enforceable  in  accordance  with their terms,  except as  enforcement
thereof may be limited by bankruptcy,  insolvency or other similar laws relating
to  or  affecting  enforcement  of  creditors  rights  or  by  general  equity
principles.

We express no opinion as to the  applicability  of, compliance with or effect of
Federal law or the law of any jurisdiction  other than New York and the Delaware
General Corporation Law.

We  consent to the  filing of this  opinion  as an  Exhibit to the  Registration
Statement.

                                Very truly yours,
                                /s/ Milbank, Tweed, Hadley & McCloy
<PAGE>

                                            EXHIBIT 23 (b)

                                    Consent of KPMG Peat Marwick

The Board of Directors
Long Island Bancorp, Inc.:


We consent to  incorporation  by reference in the  registration  statement dated
November 25,1997, on Form S-8 of Long  Island  Bancorp,Inc. relating to the Long
Island  Bancorp,  Inc.  Non-Employee  Directors Stock  Compensation  Plan of our
report  dated  October 22,  1996,  relating to the  consolidated  statements  of
financial condition of Long Island Bancorp,  Inc. and subsidiary as of September
30,  1996 and 1995,  and the  related  consolidated  statements  of  operations,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended  September 30, 1996,  which report is  incorporated  by
reference in the  September  30, 1996 annual  report on Form 10-K of Long Island
Bancorp,  Inc. Our report contains an explanatory  paragraph relating to changes
in accounting principles.







Jericho, New York
November 25, 1997
[{"type": "S-8", "sequence": "1", "description": "NON-EMPLOYEE DIRECTORS PLAN", "secsgml_size_bytes": 56856}]
{"company-data": {"conformed-name": "LONG ISLAND BANCORP INC", "cik": "0000916837", "assigned-sic": "6035", "irs-number": "113198508", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43705", "film-number": "98500711"}, "business-address": {"street1": "201 OLD COUNTRY RD", "city": "MELVILLE", "state": "NY", "zip": "11747-2724", "phone": "5165472000"}, "mail-address": {"street1": "201 OLD COUNTRY RD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": {"former-conformed-name": "LISB INC", "date-changed": "19940103"}}
Registration No. 333 -_______________
                                As filed with the Securities and
                                Exchange Commission on November 26, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

                          LONG ISLAND BANCORP, INC.

         (Exact Name of Registrant as Specified in its Charter)

          Delaware                                    11-3198508

 (State of Incorporation)                        (IRS Employer
                                              Identification No.)
                          

                            201 Old Country Road
                       Melville, New York 11747-2724

                (Address of Principal Executive Offices)

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

                        Long Island Bancorp, Inc.
             Non-Employee Directors Stock Compensation Plan
                         (Full Title of the Plan)
                          ---------------------

John J. Conefry, Jr.                                   Copies to:
Chairman of the Board                                  Mel M. Immergut
and Chief Executive Officer                            Milbank, Tweed, Hadley &
LONG ISLAND BANCORP, INC.                              McCloy
                                                       1 Chase Manhattan Plaza
201 Old Country Road                                   New York, New York
Melville, New York 11747-2724                          10005-1413
                                                       (212) 530-5000
(516) 547-2000

(Name, Address and Telephone
 Number of Agent for Service)

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. x 

Total Number of pages ______
Exhibit Index on Page ______
CALCULATION OF REGISTRATION FEE

                                                            Proposed                 Proposed
Maximum                   Maximum                 Amount of
Title of Securities to         Amount to be             Offering Price              Aggregate              Registration
   be Registered              Registered                Per Share            Offering Price (3)               Fee
--------------------- ------------------------ ------------------------- ------------------------ ========================
Deferred Compensation
  Obligations (1)            $2,000,000.00                 100%                 $2,000,000.00               $606.00

---------------------- ------------------------ ------------------------- ------------------------ ========================
---------------------- ------------------------ ------------------------- ------------------------ ========================

 Common Stock, par value
          $0.01                      (2)                      (2)                       (2)                      (2)
        per share

-------------------------- ------------------------ ------------------------- ------------------------ ========================

         (1)      The   Deferred   Compensation    Obligations   are   unsecured
                  obligations  of Long  Island  Bancorp,  Inc.  to pay  deferred
                  compensation in the future in accordance with the terms of the
                  Non-Employee Directors Stock Compensation Plan.

         (2)      The   number  of  shares  of  Common   Stock  is   necessarily
                  indeterminate  but will be the  number  of  shares  which  are
                  issued to satisfy obligations of Long Island Bancorp, Inc.
                  under the Plan.

         (3)      Estimated solely for the purpose of determining  the  
                  registration fee.
PART I

Items 1. and 2.   Plan Information / Registrant Information and
                      Employee Plan Annual Information

                  This Registration Statement relates to (a) the registration of
interests  in Long Island  Bancorp,  Inc.  ("the  Company" or "the  Registrant")
Non-Employee   Directors   Stock   Compensation   Plan  ("the  Plan")  in  which
non-employee  members  of the  Board  of  Directors  of the  Company  ("Eligible
Directors")  are  permitted  to defer  all or a  portion  of their  annual  cash
compensation  to an  account,  payable  upon  termination  of their  services as
Eligible  Directors  in cash or  deferred  shares of Long Island  Bancorp,  Inc.
common stock ("Common Stock"),  and (b) an indeterminate  amount of Common Stock
to be issued  under the  Plan.  The  purpose  of the Plan is to  strengthen  the
mutuality  interest between Eligible  Directors and the Company's  shareholders.
The Plan is intended to reinforce the Company's  ability to attract,  retain and
motivate Eligible  Directors through the provision of reasonable and competitive
compensation opportunities.

                  The document(s) containing the information specified in Part I
of Form  S-8  will be sent or  given  to  participating  Eligible  Directors  as
specified  by Rule 428 (b) (1) of the  Securities  Act of 1933,  as amended (the
"Securities  Act").  Such documents and the documents  incorporated by reference
herein  pursuant  to Item 3 of Part II  hereof,  taken  together,  constitute  a
prospectus that meets the  requirements of Section 10 (a) of the Securities Act.
In addition,  the Registrant  will provide  without charge to any person to whom
this Registration Statement relates, a quarterly account statement providing the
amount and status of their accounts.

PART II.

Item 3.  Incorporation of Documents by Reference

                  All documents filed by the Company pursuant to Sections 13 (a)
and (c), 14 or 15 (d) of the  Exchange Act of 1934,  as amended  (the  "Exchange
Act"),  after the date hereof and prior to the  termination of the Plan shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be part hereof from the filing of such  documents.  Any  statement  contained in
this Registration  Statement, or in a document incorporated by reference herein,
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent  that a  statement  contained  herein,  or in any other
subsequently  filed document  which also is  incorporated  by reference  herein,
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                  The following  documents  filed with the  Securities  Exchange
Commission are incorporated by reference in this Registration Statement:

                  (a)      the Annual Report on Form 10-K of the Long Island
 Bancorp, Inc. for the year ending September 30, 1996; and

                  (b) the Quarterly Reports on Form 10-Q for the quarters ending
December 31, 1996,  March 31, 1997 and June 30,1997 and Current  Reports on Form
8-K dated October 22, 1996, December 19,1996, February 18, 1997, March 25, 1997,
April 22, 1997,  June 24, 1997,  September 23, 1997 and October 21, 1997,  filed
pursuant to Section 13 of the Exchange Act.

Item 4.  Description of Securities

                  Under the Plan,  the Company will provide  Eligible  Directors
the  opportunity  to enter into  agreements  for the deferral of their  director
fees. The amount to be deferred by each Eligible  Director will be determined in
accordance  with the  Plan  and the  Eligible  Director's  election  and will be
credited to an account in the name of each Eligible Director (the "Account"). An
Eligible  Director's Account will be adjusted to reflect the gains and losses of
either of two benchmark  investments,  as selected by the Eligible Director: the
interest payable from time to time on a passbook savings account as available to
customers of The Long Island Savings Bank,  FSB or the investment  experience of
shares of Common  Stock.  All  obligations  under the Plan are payable in United
States  dollars,  except that  deferrals that have been  notionally  invested in
Common  Stock may be paid,  in the  discretion  of the Board of Directors of the
Company,  in  Common  Stock in lieu of cash.  Each  obligation  to pay  deferred
compensation  will be payable on a date selected by each Eligible Director after
his or her services as a director has ended.  No amounts  payable under the Plan
may be assigned, transferred, pledged or otherwise encumbered.

                  The Plan may be amended,  suspended or terminated, in whole or
in part,  by the Board of Directors  of the Company  without  impairment  of any
rights  of any  Eligible  Director  which  have  accrued  as of the date of such
action; provided,  however, that the Plan may not be amended upon the occurrence
of a change of control as defined in the Plan.

                  No trust will be maintained under the Plan and the obligations
of the Company to pay out Accounts will be unsecured  general  obligations.  The
Company  is a  holding  company,  and as such the  Company,  and  hence  Company
creditors including Eligible Directors,  may not receive any distribution of the
assets of any subsidiary  upon its  liquidation or  reorganization  or otherwise
until the prior  claims of  creditors  of the  subsidiary  have been  satisfied,
except  distributions  in  satisfaction  of  claims of the  Company  itself as a
creditor of such subsidiary.

Item 5.  Interest of Named Experts and Counsel

                  Not applicable.

Item 6.  Indemnification of Directors and Officer

                  Section 145 of the Delaware  General  Corporation  Law,  inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding (other than an action by or in the right of
the  corporation)  by reason of the fact that such  person is or was a director,
officer,  employee or agent of another corporation or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his  conduct was  unlawful.  Similar  indemnity  is
authorized for such person against expense (including  attorney's fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened,  pending or  completed  action or suit if such 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  provided  further  that (unless a court of
competent  jurisdiction  otherwise  provides)  such  person  shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a  determination  by the  shareholders  or
disinterested  directors or by  independent  legal counsel in a written  opinion
that  indemnification  is proper  because the  indemnitee has met the applicable
standard of conduct.

                  Section 145 further  authorizes a corporation  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 or
enterprise,  against any liability  asserted against him, and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Section  5.1  of  the  Bylaws  of  the  Company  provides  for
indemnification  of the directors and officers of the Company to the full extent
permitted by law, as now in effect or later  amended.  In  addition,  the Bylaws
provide for  indemnification  against expenses incurred by a director or officer
to be paid by the  Company  at  reasonable  intervals  in  advance  of the final
disposition of such action,  suit or  proceeding;  provided,  however,  that, if
required by the Delaware  General  Corporation  Law, an  advancement of expenses
will be made only upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount if it shall be ultimately  determined that he is
not entitled to be indemnified by the Company.  The Bylaws further provide for a
contractual cause of action on the part of directors and officers of the Company
with respect to indemnification claims which have not been paid by the Company.

                  Article  Six of the  Company's  Certificate  of  Incorporation
limits under certain  circumstances the liability of the Company's directors for
a breach of their fiduciary duty as directors. These provisions do not eliminate
the liability of a director (i) for a breach of the  director's  duty of loyalty
to the Company or its shareholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section 174 of the  Delaware  General  Corporation  Law  (relating to the
declaration  of dividends  and purchase of  redemption of shares in violation of
the Delaware  General  Corporation  Law), or (iv) for any transaction from which
the director derived an improper personal benefit.

Item 7.  Exemption From Registration Claimed

                  Not applicable.

Item 8.  List of Exhibits

                  The  following  exhibits  are filed  with or  incorporated  by
reference into this Registration Statement on form S-8 (numbering corresponds to
Exhibit Table in Item 601 of Regulation S-K):

4.1               The Long Island Bancorp, Inc., Non-Employee Directors Stock 
                  Compensation Plan

5                 Opinion of Milbank, Tweed, Hadley & McCloy

23(a)             Consent (Milbank, Tweed Hadley & McCloy (included as part of
                  Exhibit 5)

23(b)             Consent - KMPG Peat Marwick

24                Power of Attorney (contained on the signature page)

99 (i) Restated Bylaws of the Registrant.  Incorporated by reference to Exhibits
filed with the Registration Statement on Form S-1 Registration No. 33-73694.

Item 9.  Undertakings

                  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 not  previously  disclosed  in the  Registration  Statement or any
         material change to such information in the 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  undistributed  at the
termination of the Plan.

         (4) 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
15 (d) of the Exchange Act that is incorporated by reference in the Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  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  Securities and Exchange
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.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
LONG ISLAND BANCORP,  INC.  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 Melville,  New York on the 25th day of November,
1997.

                            LONG ISLAND BANCORP, INC.

                                              By:__________________________
                                                 John J. Conefry, Jr.
                                                 Chairman of the Board and
                                                 Chief Executive Officer

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

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated:

Name                                   Title                        Date

/s/ John J. Conefry, Jr.      Chairman of the Board
John J. Conefry, Jr.          and Chief Executive Officer           11/25/97

/s/ Lawrence W. Peters        President, Chief Operating            11/25/97
Lawrence W. Peters            Officer and Director

/s/ Mark Fuster                                                     11/25/97
Mark Fuster                   Chief Financial Officer

/s/ Bruce M. Barnet           Executive Vice President and          11/25/97
Bruce M. Barnet               Director

/s/ Clarence M. Buxton        Director                              11/25/97
Clarence M. Buxton

/s/ Edwin M. Canuso           Director                              11/25/97
Edwin M. Canuso

/s/ Richard F. Chapdlaine     Director                              11/25/97
Richard F. Chapdelaine

/s/ Brian J. Conway           Director                              11/25/97
Brian J. Conway

/s/ Robert Conway             Director                              11/25/97
Robert Conway

/s/ Federick De Matteis       Director                              11/25/97
Frederick DeMatteis

/s/ George R. Irvin           Director                              11/25/97
George R. Irvin

/s/ Herbert J. McCooey        Director                              11/25/97
Herbert J. McCooey

/s/ Dr. James B. Tormey       Director                              11/25/97
Dr. James B. Tormey

/s/ Leo J. Waters             Director                               11/25/97
Leo J. Waters

/s/ Donald D. Wenk            Director                               11/25/97
Donald D. Wenk

/s/ Troy J. Baydala           Director Emeritus                      11/25/97
Troy J. Baydala
EXHIBIT INDEX

Exhibit
No.                   Description                 Method of Filing
--------------------- --------------------------- ------------------

4.1                   The Long Island             Filed herewith
                      Bancorp, Inc.,
                      Non-Employee Directors
                      Stock Compensation Plan

5                     Opinion of Milbank,         Filed herewith
                      Tweed, Hadley & McCloy

23 (a)                Consent                   Milbank, Tweed Hadley & McCloy 
                                               (included as part of Exhibit 5)

23 (b)                Consent                     KMPG Peat Marwick

24                    Power of Attorney           (Contained on the signature 
                                                  page)

99 (i)                Restated Bylaws of Long     Incorporated by reference to 
                      Island Bancorp, Inc.        Exhibits filed with the
                                                  Registration Statement on
                                                  Form S-1, Registration
                                                  No. 33-73694
EXHIBIT 4.1

  Long Island Bancorp, Inc. Non-Employee Directors Stock Compensation Plan

                    LONG ISLAND BANCORP, INC.
-----------------------------------------------------------------
      Non-Employee Directors Stock Compensation Plan
-----------------------------------------------------------------

                    Amended and Restated
                      September 23, 1997
Table of Contents

                  Topic                                              Page

Section 1.  Purpose; Establishment of Plan.... . . .................  1

Section 2.  Definitions.............................................  1

Section 3.  Administration..........................................  4

Section 4.  Deferred Compensation................. . ...............  4

Section 5.  Change in Control.......................................  7

Section 6.  Unfunded Status........................... .............  8

Section 7.  General Provisions......................................  8
FORM-S81

                                      LONG ISLAND BANCORP, INC.

                          Non-Employee Directors Stock Compensation Plan

Section 1.  Purpose; Establishment of Plan

The purpose of the Non-Employee  Directors Stock  Compensation Plan (the "Plan")
is to strengthen  the mutuality of interest  between  non-employee  Directors of
Long Island  Bancorp,  Inc. (the  "Company") and the Company's  shareholders  by
permitting  the  deferral  of all or a portion of the annual  cash  compensation
received by  non-employee  members of the Board of Directors  (the "Board") into
Deferred Shares of Company Stock.

The Plan was adopted,  effective June 24, 1997, to permit Eligible  Directors of
the  Company to elect such  deferral of  compensation  into  Deferred  Shares of
Company Stock in the manner  described  below. The Plan is intended to reinforce
the  Company's  ability to  attract,  retain and  motivate  qualified  Directors
through the provision of reasonable and competitive compensation opportunities.

The Plan was amended and restated,  effective August 26, 1997, to merge with the
unfunded deferred compensation plan adopted by The Long Island Savings Bank, FSB
as of October 1, 1976, which provides deferred benefits to eligible Directors of
the Bank (the "Bank  Plan").  The Bank Plan is amended  and  superseded  by this
Plan, and all amounts payable under the Bank Plan shall be paid by and under the
terms of the Plan.  Amounts credited to the memorandum  account of each Director
under  the Bank  Plan as of July 31,  1997  shall be  deemed  transferred  to an
Interest  Bearing Account in respect of each such Director and interest shall be
credited thereon in accordance with Section 4.3(b) after such date.

Section 2.  Definitions

For purposes of the Plan, the following  terms shall have the meanings set forth
below:

2.1      "Account" means an account established to record an Eligible Director's
         interest under the Plan as described in Section 4.

2.2      "Bank" means The Long Island Savings Bank, FSB.

2.3      "Beneficiary"  means the person or persons  designated  by the Eligible
         Director to receive distribution(s) under this Plan in the event of the
         Eligible Director's death or permanent disability.

2.4      "Board of Directors" means the Board of Directors of the Company and 
          the Bank.

2.5      "Change  of  Control"  means (a) a change in control of the Bank or the
         Company of a nature  that would be  required to be reported in response
         to Item 1 of the  current  report on form 8-K, as in effect on the date
         hereof,  pursuant  to Section 13 or 15(d) of the  Exchange  Act;  (b) a
         change in control of the Bank or the  Company  within the meaning of 12
         U.S.C.  '1817(i),  the Change in Bank Control Act, and 12 C.F.R. '574.4
         of the Acquisition of Control of Savings Association regulations of the
         office of Control of Savings  Association  regulations of the Office of
         Thrift Supervision;  (c) individuals who constitute the Board as of the
         effective date of the Plan (the "Incumbent Board") cease for any reason
         to  constitute  at least a majority  thereof,  provided that any person
         becoming a Director  subsequent to the effective date of the Plan whose
         election  was  approved  by a vote of at  least  three-quarters  of the
         Directors then comprising the Incumbent  Board, or whose nomination for
         election  by the  Company's  shareholders,  as the  case  may  be,  was
         approved by the Company's  nominating  committee then serving under the
         Board, shall be, for purposes of this clause (c),  considered as though
         he or she was a member of the Incumbent Board (but excluding,  for this
         purpose,  any such individual whose initial assumption of office occurs
         as a result of either an actual or threatened election contest (as such
         terms are used in Rule 14a-11 of Regulation 14A  promulgated  under the
         Exchange  Act) or other actual  threatened  solicitation  of proxies or
         consents); (d) approval by the shareholders of the Bank or the Company,
         as the case may be, of a reorganization,  merger or  consolidation,  or
         the consummation of any such  reorganization,  merger or consolidation,
         other than, in any case, a reorganization, merger or consolidation with
         respect  to  which  all or  substantially  all of the  individuals  and
         entities  who were the  beneficial  owners,  immediately  prior to such
         reorganization,  merger or consolidation, of the Voting Interest in the
         Company  beneficially  own,  directly or indirectly,  immediately after
         such  reorganization,  merger or consolidation more than eighty percent
         (80%)  of the  Voting  Interest  of the  corporation  or  other  entity
         resulting  from  such   reorganization,   merger  or  consolidation  in
         substantially  the  same  proportions  as their  respective  ownership,
         immediately prior to such reorganization,  merger or consolidation,  of
         the Voting Interest in the Company; (e) approval by the shareholders of
         the  Bank  or the  Company,  as the  case  may  be,  of (i) a  complete
         liquidation or dissolution of the Bank or the Company, or (ii) the sale
         or other  disposition of all or substantially  all of the assets of the
         Company, or the occurrence of any such liquidation,  dissolution,  sale
         or  other  disposition,  other  than,  in any  case,  to a  Subsidiary,
         directly or indirectly;  of the Company,  or any Affiliate;  and/or (f)
         the solicitation of proxies from shareholders of the Company by someone
         other than the  current  management  of the  Company  and  without  the
         approval  of the  Board,  seeking  shareholder  approval  of a plan  of
         reorganization,  merger or consolidation of the Bank and/or the Company
         with one or more  corporations  as a result of which the  shareholders'
         interests in the Bank and/or the Company are actually  exchanged for or
         converted into securities not issued by the Bank and/or the Company.

2.6 "Company"  means Long Island  Bancorp,  Inc., a Delaware  corporation or any
successor corporation.

2.7      "Compensation"  means (a) the  aggregate  monetary  value of the annual
         retainer fees earned by an Eligible Director for service as a member of
         the Board of Directors  (the  "Board") of the Company  and/or the Bank;
         and (b) the annual retainer fee, if any, earned by an Eligible Director
         for service as the  Chairman  or member of a committee  of the Board of
         the Company  and/or the Bank; and (c) and any meeting fees earned by an
         Eligible  Director  for  attendance  at  meetings  of the  Board of the
         Company and/or the Bank and any of their committees during any calendar
         year.

2.8      "Director"  means any member of the Board of  Directors  of the Company
         and/or the Bank, whether or not such member is an Eligible Director.

2.9      "Deferred  Stock Account"  means an account  established to record such
         Eligible  Director's interest under the Plan related to Deferred Shares
         and any additional credits thereto as provided in Section 4.3(a).

2.10     "Deferred Share" means a share of Company Stock which has been deferred
         by an  Eligible  Director  until a certain  date(s) or  event(s) in the
         future (but in no case,  a date or event later than the date upon which
         the Eligible Director ceases to be a Director) in lieu of such Eligible
         Director  receiving  cash  compensation  for  services  rendered  as  a
         Director in the current period.

2.11     "Disability"  means  an  illness  or  injury  that  is  expected  to be
         permanent and which  renders a Director  unable to carry out his or her
         duties as determined by the Board in its sole discretion.

2.12     "Eligible  Director"  means a member of the Board of  Directors  of the
         Company and/or the Bank who is not currently an employee of the Company
         and/or the Bank.

2.13     "Exchange Act" means the Securities  Exchange Act of 1934, as in effect
         and as amended from time to time,  or any  successor  statute  thereto,
         together with any rules,  regulations and  interpretations  promulgated
         thereunder or with respect  thereto,  as the same may be in effect from
         time to time.

2.14     "Fair Market  Value" means the closing  price of a Share as reported by
         the  principal  stock  exchange  upon which Shares of Company Stock are
         listed  and  traded  on the date  which  is the  nearest  business  day
         preceding the date on which such value is to be determined.

2.15     "Interest  Bearing  Account" means an account  established to record an
         Eligible  Director's  interest  under  the  Plan  not  credited  to the
         Deferred Stock Account and any additional  interest  credits thereto as
         provided in Section 4.3(b).

2.16     "Plan" means the Long Island Bancorp, Inc. Non-Employee Directors Stock
          Compensation Plan.

2.17     "Retirement" means voluntary or involuntary termination of the Eligible
         Director from active service on the Board on or after the attainment of
         age 65.

2.18     "Share" or "Shares" means a share(s) of Stock.

2.19     "Stock" means the common stock, $0.01 par value, of the Company.
Section 3.  Administration

3.1      The Plan  shall  be  administered  by the  Board  of  Directors  of the
         Company.  The Board shall have full power and  authority to  interpret,
         construe  and  administer  the  Plan  and  to  review  each  Director's
         eligibility to participate in the Plan, and the Board's interpretations
         and  constructions of the Plan and actions  thereunder shall be binding
         and conclusive on all persons and for all purposes.

3.2      The Board shall establish and maintain Plan records and may arrange for
         the engagement of  consultants  or legal counsel,  and make use of such
         agents and other Company  personnel,  as it requires or deems advisable
         for purposes of the Plan.  The Board may rely upon the written  opinion
         of such  consultants and counsel and may delegate to any agent,  member
         of the Board or employee of the Company,  its  authority to perform any
         act hereunder,  including without  limitation,  those matters involving
         the exercise of  discretion,  provided  that such  delegation  shall be
         subject to revocation at any time.

Section 4.  Deferred Compensation

4.1      Election to Defer.  On or before  December 31 of any calendar  year, an
         Eligible  Director may elect to defer receipt of all or any part of any
         Compensation payable in respect of the calendar year following the year
         in which such election is made, and to have such amounts  credited,  in
         whole or in part,  to the  Eligible  Director's  Account in such deemed
         investments  as the  Eligible  Director  shall elect under  Section 4.3
         hereof. Notwithstanding the foregoing, any Eligible Director may elect,
         prior to October 1, 1997, to defer payment of all or any portion of his
         or her  Compensation  for 1997  which  has not yet been  received.  Any
         person who shall become an Eligible  Director  during any calendar year
         may  elect,  not  later  than the 30th day  after  his or her term as a
         Director  begins,  to defer payment of all or any portion of his or her
         Compensation  payable for the balance of the  calendar  year  following
         such election.

4.2      Method of Election. A deferral election shall be made by written notice
         filed with the Corporate Secretary of the Company in such form as shall
         be  satisfactory  to the Board.  Such election shall continue in effect
         (including with respect to Compensation payable for subsequent calendar
         years) unless and until the Eligible  Director revokes or modifies such
         election by written  notice filed with the  Corporate  Secretary of the
         Company.  Any such revocation or  modification  of a deferral  election
         shall become  effective as of the end of the calendar  quarter in which
         such notice is given and only with respect to Compensation  payable for
         services  rendered  thereafter.  If the  effect of such  revocation  or
         modification  of a deferral  election  is only to change that amount of
         deferred  Compensation  that would  otherwise have been credited to the
         Account,  it shall in no event  become  effective  earlier  than  three
         months  after  it is  received  by  the  Corporate  Secretary.  Amounts
         credited to the Eligible Director's Account prior to the effective date
         of any such revocation or modification of a deferral election shall not
         be affected by such revocation or modification  and shall be maintained
         and  distributed in accordance with the otherwise  applicable  terms of
         the  Plan.  An  Eligible  Director  who  has  revoked  an  election  to
         participate  in the Plan may file a new election to defer  Compensation
         payable for services to be rendered in the calendar year  following the
         year in which such election is filed.

4.3      Account.  The Deferred  Compensation  of an Eligible  Director shall be
         allocated to such Director's Deferred Stock Account or Interest Bearing
         Account in the amounts  determined by the Eligible Director as provided
         in (c) hereof.

         (a)Deferred  Stock  Account.  Any deferred  Compensation  allocated to 
            the  Deferred  Stock  Account shall be deemed to be invested in a 
            number of Shares equal to the quotient of such Compensation divided 
            by the Fair  Market  Value on the date the  Compensation then being 
            allocated  to the Deferred  Stock  Account  would  otherwise  have 
            been  paid.  Whenever  a  dividend  other than a dividend  payable 
            in the form of Shares is declared  with  respect to the Deferred  
            Shares,the number of Shares in the Eligible  Director's  Deferred  
            Stock Account shall be increased by the number of Shares  determined
            by  dividing  (i) the  product  of (A) the  number of Shares in the
            Eligible  Director's  Deferred  Stock Account on the related 
            dividend  record date,  and (B) the amount  of any cash  dividend 
            declared  by the  Company  on one  Share  (or,  in the case of any
            dividend  distributable in property other than Shares,the per share
            value of such dividend,  as determined  by the Company for purposes 
            of income tax  reporting),  by (ii) the Fair Market Value on the 
            related  dividend  payment date.  In the case of any dividend 
            declared on Shares which is payable in Shares,the Eligible
            Director's  Deferred  Stock  Account  shall be increased by the
            number of Shares  equal to the  product of(i) the  number of Shares 
            credited  to the  Eligible Director's Deferred Stock Account on the 
            related  dividend  record date, and (ii) the number of shares 
            (including any fraction thereof  calculated to the fourth decimal 
            place)  distributable as a dividend  on one Share.  In the event of
            any stock  split,stock  dividend,recapitalization,reorganization  
            or other corporate  transaction  affecting the capital  structure of
            the Company,the Board of  Directors  shall make such  adjustments  
            to the number of Shares  credited  to each Eligible  Director's  
            Deferred  Stock Account as the Board of Directors  shall deem  
            necessary or appropriate to prevent the dilution or enlargement of
            such Eligible Director's rights.

(b)      Interest  Bearing  Account.   Any  amounts  allocated  to  the
         Interest  Bearing  Account  shall  be  deemed  to be  credited
         quarterly with  hypothetical  interest at the current passbook
         rate offered by the Bank to its customers from time to time or
         such other rate of interest as the Board of Directors may from
         time to time prescribe.

(c)      Election  of Deemed  Investments.  An Eligible  Director  may elect to
         have all or any portion of amounts  deferred under the Plan  allocated 
         to the Deferred  Stock  Account or Interest Bearing Account maintained 
         under such  Eligible  Director's  Account.  Such  election  shall be
         made by written  notice  filed  with the  Corporate  Secretary  of the
         Company in such form as shall be satisfactory  to the  Board.  Such  
         election  shall  continue  in effect  until  modified  by the Eligible 
         Director  by  written  notice  filed  with  the Corporate  Secretary 
         of the  Company;provided,  however,  that no such  modification  shall
         be effective without the prior approval of the Board of Directors or
         the  Compensation  Committee  of the Board of  Directors;  and provided
         further  that an Eligible  Director's  election  shall not be modified
         more often than once each calendar  month.  A  modification  of an 
         election  shall be  effective as of the first day of the month  next  
         following approval  of  such  modification  by the  Board of Directors 
         or  the Compensation Committee of the Board of Directors.

4.4      Distribution  Election.  At the  time  an  Eligible  Director  makes  a
         deferral  election pursuant to Section 4.1, the Eligible Director shall
         also  file  with the  Corporate  Secretary  of the  Company  a  written
         election (a "Distribution Election") with respect to whether:

                  (i) a distribution  of the Eligible  Director's  Account shall
         commence as soon as practicable following the first business day of the
         calendar month following the date on which the Eligible Director ceases
         to be a Director  or on the first  business  day of any  calendar  year
         following the calendar year in which the Eligible Director ceases to be
         a  Director,  or on such other  date as is  specified  by the  Eligible
         Director at the time of the related deferral election.

                  (ii) such distribution shall be in one lump payment or in such
         number  of annual  installments  (not to  exceed  ten) as the  Eligible
         Director may designate.

         The  amount  of  any   installment   payment  shall  be  determined  by
         multiplying  the  number  of  Shares  and/or  cash (as the case may be)
         credited to the Account of an Eligible  Director  immediately  prior to
         the distribution of the first installment by a fraction,  the numerator
         of which is one and the  denominator  of which is the  total  number of
         installments  (including the then current  installment)  to be paid. An
         Eligible  Director may at any time,  and from time to time,  change any
         Distribution  Election applicable to his or her Account,  provided that
         no  election  to  change  the time of any final  distribution  shall be
         effective  unless it is made in writing and  received by the  Corporate
         Secretary  of the  Company at least three  months  prior to the time at
         which the Eligible Director ceases to be a Director.

         As provided in Section 7.3, in the event of the death or  Disability of
         an Eligible Director,  the cash value of Shares and/or cash held in the
         Eligible  Director's  Account  shall be  delivered  to the  beneficiary
         designated  by the  Eligible  Director  or,  in  the  absence  of  such
         designation,  to the Eligible  Director's estate as soon as practicable
         following such death or Disability.

4.5      Timing  and  Form  of  Distributions.   Any  distribution  to  be  made
         hereunder,  whether in the form of a lump sum payment or  installments,
         following  the  termination  of an  Eligible  Director's  service  as a
         Director shall commence in accordance  with the  Distribution  Election
         made by the Eligible  Director  pursuant to Section 4.4. If an Eligible
         Director  fails  to  specify,   in  accordance   with  Section  4.4,  a
         commencement date for a distribution or whether such distribution shall
         be made  in a lump  sum  payment  or a  number  of  installments,  such
         distribution  shall be made in a lump sum payment on the first business
         day of the calendar quarter immediately following the date on which the
         Eligible  Director  ceases  to  be a  Director.  In  the  case  of  any
         distribution being made in annual installments,  each installment after
         the first  installment  shall be paid on the first business day of each
         subsequent calendar year, or as soon as practical thereafter, until the
         entire amount  subject to such  Distribution  Election  shall have been
         paid.

         Any  distribution  from an Eligible  Director's  Deferred Stock Account
         shall be made in Shares,  in cash, or in any  combination  thereof,  as
         determined  by the Board of  Directors in its sole  discretion.  If any
         portion of such  distribution  is to be made in cash, the Company shall
         pay the Eligible Director cash in an amount equal to the product of (i)
         the  aggregate  number  of  Deferred  Shares  (including  the  value of
         dividends and/or interest payable thereupon)  credited to such Eligible
         Director's  Deferred  Stock Account on his or her date of  distribution
         multiplied by (ii) the Fair Market Value on such date of distribution.

Section 5.  Change in Control

5.1      Immediate  Payment.  Upon the  occurrence of a Change in Control,  each
         Eligible  Director's  rights to and  interest  in amounts in his or her
         Account not previously  distributed in accordance  with Section 4.4 and
         4.5 shall become immediately  payable and distributable at the earliest
         practicable date.

5.2      Cash Settlement. Upon the occurrence of a Change in Control, in lieu of
         delivering  the Shares then held by an Eligible  Director,  the Company
         shall pay such  Eligible  Director,  not later  than 60 days  after the
         Change in Control  occurs,  cash in an  aggregate  amount  equal to the
         product of (i) the aggregate  number of Deferred Shares  (including the
         value of dividends and/or interest payable thereupon)  credited to such
         Eligible Director's Deferred Stock Account at the time of the Change in
         Control  multiplied  by (ii) the Fair  Market  Value on the date of the
         Change in Control.

Section 6.  Unfunded Status

The Company shall be under no obligation to establish a fund or reserve in order
to pay the  benefits  under the Plan.  A share of Deferred  Stock  represents  a
contractual obligation of the Company to deliver a Share of Stock or pay cash to
an Eligible  Director as provided  herein.  The Company may segregate or earmark
any Shares or any of the Company's assets for the benefits of Eligible Directors
or their  beneficiaries or estates,  but the Company shall not be required to do
so. An Eligible Director and his or her beneficiary or estate shall have only an
unsecured,  contractual  right  with  respect  to  any  amounts  credited  to  a
Director's  Account  hereunder,  and such rights shall not be deemed superior to
the rights of any their creditor.

Section 7.  General Provisions

7.1      Amendment  and  Termination.  The Plan  may be  amended,  suspended  or
         terminated, in whole or in part, by the Board, but no such action shall
         retroactively  impair or otherwise  adversely  affect the rights of any
         person to receive  benefits  under the Plan which have accrued prior to
         the date of such action. Upon the occurrence of a Change of Control (as
         herein defined), the Plan may not be amended or terminated.

7.2      Assignment Status. No right to any amount payable at any time under the
         Plan may be  assigned,  transferred,  pledged,  or  encumbered,  either
         voluntarily  or by  operation  of law,  except  as  provided  expressly
         herein. This Plan shall be binding upon and inure to the benefit of the
         Company and its successors and assigns, and the Eligible Director,  his
         or her beneficiary and estate.

7.3      Beneficiary  Designation.   Each  Eligible  Director  may  designate  a
         beneficiary  or  beneficiaries  to receive any payments which under the
         terms of the Plan may be or may become payable on or after the Eligible
         Director's  death or  Disability.  At any time,  and from time to time,
         such  designation  may be changed or canceled by the Eligible  Director
         without  the  consent of any such  beneficiary.  Any such  designation,
         change or  cancellation  must be on a form provided for that purpose by
         the Company and shall not be effective  until actually  received by the
         Company.  If no beneficiary has been properly  designated by a deceased
         Eligible  Director,  the beneficiary  shall be the Eligible  Director's
         estate.

7.4      No Right to Serve  as a  Director.  This  Plan  shall  not  impose  any
         obligations  on the  Company  to  retain  any  Eligible  Director  as a
         Director nor shall it impose any obligation on the part of any Eligible
         Director to remain as a Director of the Company.

7.5      No Right to Particular  Assets.  Nothing  contained in this Plan and no
         action  taken  pursuant to this Plan shall  create or be  construed  to
         create a trust of any kind or any  fiduciary  relationship  between the
         Company  and  any  Eligible  Director,  the  executor,   administrator,
         personal  representative  or  designated  beneficiary  of such Eligible
         Director, or any other person. To the extent that any Eligible Director
         or the  executor,  administrator,  or personal  representative  of such
         Eligible  Director  acquires a right to receive  any  payment  from the
         Company  pursuant to this Plan, such right shall be no greater than the
         right of an unsecured general creditor of the Company.

7.6      Listing  of Shares  and  Related  Matters.  If at any time the Board of
         Directors   shall   determine  in  its   judgment   that  the  listing,
         registration or  qualification  of the Shares covered by this Plan upon
         any national  securities exchange or under any state or federal law, or
         the consent or approval of any  governmental  or  regulatory  body,  is
         necessary or desirable as a condition  of, or in connection  with,  the
         delivery of Shares under this Plan, no Shares will be delivered  unless
         and  until  such  listing,  registration,   qualification,  consent  or
         approval shall have been effected or obtained.

7.7      Severability of Provisions. If any provision of this Plan shall be held
         invalid or unenforceable, such invalidity or unenforceability shall not
         affect any other  provisions  hereof,  and this Plan shall be construed
         and enforced as if such provision had not been included.

7.8      Headings and  Captions.  The headings and captions  herein are provided
         for reference and  convenience  only,  shall not be considered  part of
         this Plan, and shall not be employed in the construction of this Plan.

7.9      Withholding.  The Company may withhold from any  distributions  payable
         under this Plan all  Federal,  state,  city or other  taxes as shall be
         required  pursuant to any applicable law or governmental  regulation or
         ruling.

7.10     Governing  Law.  The Plan and all  actions  taken  thereunder  shall be
         governed by and construed in  accordance  with the laws of the State of
         New York,  without  reference  to the  principles  of  conflict of laws
         thereof.

7.11     Effective  Date.  The  Plan  shall  be  effective  upon the date of its
         adoption  by the Board,  which date shall be  recorded  in the  Board's
         minutes.
EXHIBIT 5.0

                      Opinion and Consent of Milbank, Tweed, Hadley & McCloy

                                November 25, 1997

Long Island Bancorp, Inc.
201 Old Country Road
Melville, NY  11747-2724

Re:  Deferred Compensation Obligations

Dear Sirs:

We have acted as counsel for Long Island Bancorp,  Inc., a Delaware  corporation
("Bancorp"),  in  connection  with the  registration  by Bancorp,  pursuant to a
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the  Securities  and Exchange  Commission,  of (i)  $2,000,000  of Deferred
Compensation  Obligations,  representing unsecured obligations of Bancorp to pay
deferred  compensation  in the future in  accordance  with the terms of the Long
Island  Bancorp,  Inc.  Non-Employee  Directors  Stock  Compensation  Plan  (the
"Plan"),  and (ii) an indeterminate  number of shares of common stock of Bancorp
for issuance to satisfy obligations of Bancorp under the Plan.

We have examined the Plan and other such other  documents and records of Bancorp
as we deemed necessary or appropriate to render this opinion. In our examination
we have assumed the  genuineness of all signatures and the  authenticity  of all
documents  submitted to us as originals and the conformity with the originals of
all  documents  submitted  to us as  copies.  As to  various  questions  of fact
material to such opinion we have,  when  relevant  facts were not  independently
established,  relied  upon  certifications  by officers of the Company and other
appropriate persons and statements contained in the Registration Statement.

Based on the  foregoing,  we are of the  opinion  that,  when  the  registration
becomes effective and when issued in accordance with the provisions of the Plan,
the Deferred  Compensation  Obligations will be valid and binding obligations of
Bancorp,  enforceable  in  accordance  with their terms,  except as  enforcement
thereof may be limited by bankruptcy,  insolvency or other similar laws relating
to  or  affecting  enforcement  of  creditors  rights  or  by  general  equity
principles.

We express no opinion as to the  applicability  of, compliance with or effect of
Federal law or the law of any jurisdiction  other than New York and the Delaware
General Corporation Law.

We  consent to the  filing of this  opinion  as an  Exhibit to the  Registration
Statement.

                                Very truly yours,
                                /s/ Milbank, Tweed, Hadley & McCloy
EXHIBIT 23 (b)

                                    Consent of KPMG Peat Marwick

The Board of Directors
Long Island Bancorp, Inc.:

We consent to  incorporation  by reference in the  registration  statement dated
November 25,1997, on Form S-8 of Long  Island  Bancorp,Inc. relating to the Long
Island  Bancorp,  Inc.  Non-Employee  Directors Stock  Compensation  Plan of our
report  dated  October 22,  1996,  relating to the  consolidated  statements  of
financial condition of Long Island Bancorp,  Inc. and subsidiary as of September
30,  1996 and 1995,  and the  related  consolidated  statements  of  operations,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended  September 30, 1996,  which report is  incorporated  by
reference in the  September  30, 1996 annual  report on Form 10-K of Long Island
Bancorp,  Inc. Our report contains an explanatory  paragraph relating to changes
in accounting principles.

Jericho, New York
November 25, 1997