As filed with the Securities and Exchange Commission on July 11, 1997
                                                REGISTRATION NO._______________ 
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------


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

                           TAPPAN ZEE FINANCIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                     13-3840352
(STATE OR OTHER JURISDICTION OF INCORPORATION OR           (I.R.S. EMPLOYER
               ORGANIZATION)                              IDENTIFICATION NO.)

                                75 North Broadway
                            Tarrytown, New York 10591
                                 (914) 631-0344
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                           TAPPAN ZEE FINANCIAL, INC.
               1996 STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES,
                  1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
                RECOGNITION AND RETENTION PLAN FOR OFFICERS, AND
              RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS
                            (FULL TITLE OF THE PLANS)
                                 ---------------

                             Mr. Stephen C. Byelick
                      President and Chief Executive Officer
                           Tappan Zee Financial, Inc.
                                75 North Broadway
                            Tarrytown, New York 10591
                                 (914) 631-0344

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 39th Floor
                            New York, New York 10048
                                 (212) 912-7400
     (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
                             OF AGENT FOR SERVICE)
                                 ---------------

<TABLE>
                                             CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Title of Securities            Amount to be Registered(1)  Proposed Maximum Offering       Proposed Maximum           Amount of
 to be Registered                                              Price Per Share (2)     Aggregate Offering Price(2)  Registration Fee
<S>                            <C>                         <C>                         <C>                          <C>    
Common Stock, $0.01 par value    226,800 shares                 $17.25                   $3,228,862.50                 $979.00
====================================================================================================================================
</TABLE>

(1)      Based on the number of shares of common stock of Tappan Zee Financial,
         Inc. (the "Company") reserved for issuance upon exercise of options
         granted pursuant to the Tappan Zee Financial, Inc. 1996 Stock Option
         Plan for Officers and Employees and the Tappan Zee Financial, Inc. 1996
         Stock Option Plan for Outside Directors, and authorized for awards
         under the Recognition and Retention Plan for Officers of Tappan Zee
         Financial, Inc. and the Recognition and Retention Plan for Outside
         Directors of Tappan Zee Financial, Inc. ("Plans"). In addition to such
         shares, this registration statement also covers an undetermined number
         of shares of common stock of the Company that, by reason of certain
         events specified in the Plans, may become issuable upon exercise of
         options through the use of certain anti-dilution provisions.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457 of the Securities Act of 1933, pursuant to
         which shares subject to outstanding options are deemed to be offered at
         the prices at which such options may be exercised and restricted shares
         and shares that may be acquired upon exercise of options granted in the
         future are deemed to be offered at $17.25 per share, the average of the
         daily high and low sales prices of common stock of the Company on the
         Nasdaq Stock Market at the close of trading on July 7, 1997.


================================================================================


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.


                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").


                                    PART II


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-26466) are incorporated by
reference in this registration statement:

         (1)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated July 14, 1995 which was filed with the
                  Commission pursuant to the Securities Exchange Act of 1934, as
                  amended ("Exchange Act"); and

         (2)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended March 31, 1997, which was filed with the Commission
                  pursuant to the Exchange Act.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any


<PAGE>

statement contained herein or in a document incorporated or deemed to be
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 document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                  Tappan Zee Financial, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to
Mr. Harry G. Murphy, Vice President, Tappan Zee Financial, Inc. 75 North
Broadway, Tarrytown, New York 10591. Telephone requests may be directed to (914)
631-0344.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law ("DGCL")
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 expenses (including attorneys' 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.


                                       -2-
<PAGE>

                  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, an 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.

                  Article X of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.

                  Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.

                  The Company has entered into an Employment Agreement dated
June 23, 1997 with each of Stephen C. Byelick and Harry G. Murphy pursuant to
which it has undertaken contractually to provide indemnification and insurance
coverage in the manner described above.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.


                                       -3-
<PAGE>

ITEM 8.  EXHIBITS.

                  4.1      Tappan Zee Financial, Inc. 1996 Stock Option Plan for
                           Officers and Employees.
                  4.2      Tappan Zee Financial, Inc. 1996 Stock Option Plan for
                           Outside Directors.
                  4.3      Recognition and Retention Plan for Officers of Tappan
                           Zee Financial, Inc.
                  4.4      Recognition and Retention Plan for Outside Directors
                           of Tappan Zee Financial, Inc.
                  4.5      Form of Stock Option Agreement under the Tappan Zee
                           Financial, Inc. 1996 Stock Option Plan for Officers
                           and Employees.
                  4.6      Form of Stock Option Agreement under the Tappan Zee
                           Financial, Inc. 1996 Stock Option Plan for Outside
                           Directors.
                  4.7      Form of Award Notice under the Recognition and
                           Retention Plan for Officers of Tappan Zee Financial,
                           Inc.
                  4.8      Form of Award Notice under the Recognition and
                           Retention Plan for Outside Directors of Tappan Zee
                           Financial, Inc.
                  4.9      Certificate of Incorporation of Tappan Zee Financial,
                           Inc., incorporated by reference to the Registrant's
                           Registration Statement on Form S-1, as amended
                           (Registration No. 33-94128).
                  4.10     By-Laws of Tappan Zee Financial, Inc., incorporated
                           by reference to the Registrant's Registration
                           Statement on Form S-1, as amended (Registration No.
                           33-94128).
                  5        Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered.
                  23.1     Consent of Thacher Proffitt & Wood (included in
                           Exhibit 5 hereof).
                  23.2     Consent of KPMG Peat Marwick LLP.


ITEM 9.  UNDERTAKINGS.

         A. RULE 415 OFFERING. 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; and


                                       -4-
<PAGE>

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

         B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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.

         C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
Registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

         D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for 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


                                       -5-
<PAGE>

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.


                                       -6-
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of New York on July 8, 1997.

                                   TAPPAN ZEE FINANCIAL, INC.
                                   (Registrant)


                                   By:  /s/ Stephen C. Byelick
                                      ---------------------------
                                        Stephen C. Byelick
                                        President and Chief Executive Officer

                  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 dates indicated.


          SIGNATURE                   TITLE                              DATE
          ---------                   -----                              ----

/s/ Stephen C. Byelick    President and Chief Executive Officer
------------------------- (Principal Executive Officer)
Stephen C. Byelick        and Director                              July 8, 1997


/s/ Harry G. Murphy       Vice President, Secretary and Director
------------------------- (Chief Financial and Accounting Officer)  July 8, 1997
Harry G. Murphy


/s/ Marvin Levy           Chairman of the Board and Director        July 8, 1997
-------------------------
Marvin Levy


                          Director                                  ______, 1997
-------------------------
John T. Cooney


/s/ Gerald L. Logan       Director                                  July 8, 1997
-------------------------
Gerald L. Logan


/s/ Kevin L. Plunkett     Director                                  July 8, 1997
-------------------------
Kevin L. Plunkett


                          Director                                  ______, 1997
-------------------------
Paul R. Wheatley


                                      -7-
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION                                  PAGE NO.
------                     -----------                                  --------


4.1  Tappan Zee Financial, Inc. 1996 Stock Option Plan for Officers
         and Employees.
4.2  Tappan Zee Financial, Inc. 1996 Stock Option Plan for Outside
         Directors.
4.3  Recognition and Retention Plan for Officers of Tappan Zee
         Financial, Inc.
4.4  Recognition and Retention Plan for Outside Directors of Tappan
         Zee Financial, Inc.
4.5  Form of Stock Option Agreement under the Tappan Zee Financial,
         Inc. 1996 Stock Option Plan for Officers and Employees.
4.6  Form of Stock Option Agreement under the Tappan Zee Financial,
         Inc. 1996 Stock Option Plan for Outside Directors.
4.7  Form of Award Notice under the Recognition and Retention Plan
         for Officers of Tappan Zee Financial, Inc.
4.8  Form of Award Notice under the Recognition and Retention Plan
         for Outside Directors of Tappan Zee Financial, Inc.
4.9  Certificate of Incorporation of Tappan Zee Financial, Inc.,
         incorporated by reference to the Registrant's Statement on
         Form S-1 (Registration No. 33-94128), which was filed with
         the Commission pursuant to the Securities Act of 1933, as
         amended.
4.10 By-Laws of Tappan Zee Financial, Inc., incorporated by
         reference to the Registrant's Annual Report on
         Registrant's Statement on Form S-1 (Registration No.
         33-94128), which was filed with the Commission pursuant to
         the Securities Act of 1933, as amended.
5.   Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
         to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5
         hereof).
23.2 Consent of KPMG Peat Marwick LLP.


                                -8-
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As filed with the Securities and Exchange Commission on July 11, 1997
                                                REGISTRATION NO._______________ 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                           TAPPAN ZEE FINANCIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                     13-3840352
(STATE OR OTHER JURISDICTION OF INCORPORATION OR           (I.R.S. EMPLOYER
               ORGANIZATION)                              IDENTIFICATION NO.)

                                75 North Broadway
                            Tarrytown, New York 10591
                                 (914) 631-0344
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                           TAPPAN ZEE FINANCIAL, INC.
               1996 STOCK OPTION PLAN FOR OFFICERS AND EMPLOYEES,
                  1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
                RECOGNITION AND RETENTION PLAN FOR OFFICERS, AND
              RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS
                            (FULL TITLE OF THE PLANS)
                                 ---------------

                             Mr. Stephen C. Byelick
                      President and Chief Executive Officer
                           Tappan Zee Financial, Inc.
                                75 North Broadway
                            Tarrytown, New York 10591
                                 (914) 631-0344

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 39th Floor
                            New York, New York 10048
                                 (212) 912-7400
     (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
                             OF AGENT FOR SERVICE)
                                 ---------------

                                             CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities            Amount to be Registered(1)  Proposed Maximum Offering       Proposed Maximum           Amount of
 to be Registered                                              Price Per Share (2)     Aggregate Offering Price(2)  Registration Fee
Common Stock, $0.01 par value    226,800 shares                 $17.25                   $3,228,862.50                 $979.00
====================================================================================================================================
(1)      Based on the number of shares of common stock of Tappan Zee Financial,
         Inc. (the "Company") reserved for issuance upon exercise of options
         granted pursuant to the Tappan Zee Financial, Inc. 1996 Stock Option
         Plan for Officers and Employees and the Tappan Zee Financial, Inc. 1996
         Stock Option Plan for Outside Directors, and authorized for awards
         under the Recognition and Retention Plan for Officers of Tappan Zee
         Financial, Inc. and the Recognition and Retention Plan for Outside
         Directors of Tappan Zee Financial, Inc. ("Plans"). In addition to such
         shares, this registration statement also covers an undetermined number
         of shares of common stock of the Company that, by reason of certain
         events specified in the Plans, may become issuable upon exercise of
         options through the use of certain anti-dilution provisions.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457 of the Securities Act of 1933, pursuant to
         which shares subject to outstanding options are deemed to be offered at
         the prices at which such options may be exercised and restricted shares
         and shares that may be acquired upon exercise of options granted in the
         future are deemed to be offered at $17.25 per share, the average of the
         daily high and low sales prices of common stock of the Company on the
         Nasdaq Stock Market at the close of trading on July 7, 1997.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.

                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-26466) are incorporated by
reference in this registration statement:

         (1)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated July 14, 1995 which was filed with the
                  Commission pursuant to the Securities Exchange Act of 1934, as
                  amended ("Exchange Act"); and

         (2)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended March 31, 1997, which was filed with the Commission
                  pursuant to the Exchange Act.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
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 document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                  Tappan Zee Financial, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to
Mr. Harry G. Murphy, Vice President, Tappan Zee Financial, Inc. 75 North
Broadway, Tarrytown, New York 10591. Telephone requests may be directed to (914)
631-0344.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law ("DGCL")
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 expenses (including attorneys' 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.

                                       -2-
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, an 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.

                  Article X of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.

                  Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.

                  The Company has entered into an Employment Agreement dated
June 23, 1997 with each of Stephen C. Byelick and Harry G. Murphy pursuant to
which it has undertaken contractually to provide indemnification and insurance
coverage in the manner described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

                                       -3-
ITEM 8.  EXHIBITS.

                  4.1      Tappan Zee Financial, Inc. 1996 Stock Option Plan for
                           Officers and Employees.
                  4.2      Tappan Zee Financial, Inc. 1996 Stock Option Plan for
                           Outside Directors.
                  4.3      Recognition and Retention Plan for Officers of Tappan
                           Zee Financial, Inc.
                  4.4      Recognition and Retention Plan for Outside Directors
                           of Tappan Zee Financial, Inc.
                  4.5      Form of Stock Option Agreement under the Tappan Zee
                           Financial, Inc. 1996 Stock Option Plan for Officers
                           and Employees.
                  4.6      Form of Stock Option Agreement under the Tappan Zee
                           Financial, Inc. 1996 Stock Option Plan for Outside
                           Directors.
                  4.7      Form of Award Notice under the Recognition and
                           Retention Plan for Officers of Tappan Zee Financial,
                           Inc.
                  4.8      Form of Award Notice under the Recognition and
                           Retention Plan for Outside Directors of Tappan Zee
                           Financial, Inc.
                  4.9      Certificate of Incorporation of Tappan Zee Financial,
                           Inc., incorporated by reference to the Registrant's
                           Registration Statement on Form S-1, as amended
                           (Registration No. 33-94128).
                  4.10     By-Laws of Tappan Zee Financial, Inc., incorporated
                           by reference to the Registrant's Registration
                           Statement on Form S-1, as amended (Registration No.
                           33-94128).
                  5        Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered.
                  23.1     Consent of Thacher Proffitt & Wood (included in
                           Exhibit 5 hereof).
                  23.2     Consent of KPMG Peat Marwick LLP.

ITEM 9.  UNDERTAKINGS.

         A. RULE 415 OFFERING. 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; and

                                       -4-
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

         B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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.

         C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
Registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

         D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for 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

                                       -5-
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.

                                       -6-
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of New York on July 8, 1997.

                                   TAPPAN ZEE FINANCIAL, INC.
                                   (Registrant)

                                   By:  /s/ Stephen C. Byelick
                                      ---------------------------
                                        Stephen C. Byelick
                                        President and Chief Executive Officer

                  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 dates indicated.

          SIGNATURE                   TITLE                              DATE
          ---------                   -----                              ----

/s/ Stephen C. Byelick    President and Chief Executive Officer
------------------------- (Principal Executive Officer)
Stephen C. Byelick        and Director                              July 8, 1997

/s/ Harry G. Murphy       Vice President, Secretary and Director
------------------------- (Chief Financial and Accounting Officer)  July 8, 1997
Harry G. Murphy

/s/ Marvin Levy           Chairman of the Board and Director        July 8, 1997
-------------------------
Marvin Levy

                          Director                                  ______, 1997
-------------------------
John T. Cooney

/s/ Gerald L. Logan       Director                                  July 8, 1997
-------------------------
Gerald L. Logan

/s/ Kevin L. Plunkett     Director                                  July 8, 1997
-------------------------
Kevin L. Plunkett

                          Director                                  ______, 1997
-------------------------
Paul R. Wheatley

                                      -7-
EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION                                  PAGE NO.
------                     -----------                                  --------

4.1  Tappan Zee Financial, Inc. 1996 Stock Option Plan for Officers
         and Employees.
4.2  Tappan Zee Financial, Inc. 1996 Stock Option Plan for Outside
         Directors.
4.3  Recognition and Retention Plan for Officers of Tappan Zee
         Financial, Inc.
4.4  Recognition and Retention Plan for Outside Directors of Tappan
         Zee Financial, Inc.
4.5  Form of Stock Option Agreement under the Tappan Zee Financial,
         Inc. 1996 Stock Option Plan for Officers and Employees.
4.6  Form of Stock Option Agreement under the Tappan Zee Financial,
         Inc. 1996 Stock Option Plan for Outside Directors.
4.7  Form of Award Notice under the Recognition and Retention Plan
         for Officers of Tappan Zee Financial, Inc.
4.8  Form of Award Notice under the Recognition and Retention Plan
         for Outside Directors of Tappan Zee Financial, Inc.
4.9  Certificate of Incorporation of Tappan Zee Financial, Inc.,
         incorporated by reference to the Registrant's Statement on
         Form S-1 (Registration No. 33-94128), which was filed with
         the Commission pursuant to the Securities Act of 1933, as
         amended.
4.10 By-Laws of Tappan Zee Financial, Inc., incorporated by
         reference to the Registrant's Annual Report on
         Registrant's Statement on Form S-1 (Registration No.
         33-94128), which was filed with the Commission pursuant to
         the Securities Act of 1933, as amended.
5.   Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
         to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5
         hereof).
23.2 Consent of KPMG Peat Marwick LLP.

                                -8-