As filed with the Securities and Exchange Commission on January 21, 1999
                                                       REGISTRATION NO.
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         DIME COMMUNITY BANCSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                             11 - 3297463
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
       INCORPORATION OR                                      IDENTIFICATION NO.)
         ORGANIZATION)

                              209 Havemeyer Street
                            Brooklyn, New York 11211
                                 (718) 782-6200
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

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

             OPTION PLAN CONSISTING OF OPTION CONVERSION AGREEMENTS
                       WITH FORMER OFFICERS AND DIRECTORS
                           OF FINANCIAL BANCORP, INC.

                            (FULL TITLE OF THE PLAN)

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

                            Mr. Vincent F. Palagiano
                Chairman of the Board and Chief Executive Officer
                         Dime Community Bancshares, Inc.
                              209 Havemeyer Street
                            Brooklyn, New York 11211
                                 (718) 782-6200

                                    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>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                          Amount to       Proposed Maximum Offering       Proposed Maximum             Amount of
Title of Securities to be Registered   be Registered(1)       Price Per Share (2)    Aggregate Offering Price (2)   Registration Fee
                                                                                                  (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                         <C>                     <C>                       <C>    
    Common Stock, $0.01 par value        177,286 shares              -----                   $1,491,324.41             $414.59
====================================================================================================================================
</TABLE>

(1)      Based on the number of shares of common stock of Dime Community
         Bancshares, Inc. (the "Company") reserved for issuance upon exercise of
         options granted pursuant to Option Conversion Agreements dated January
         21, 1999 between Dime Community Bancshares, Inc., and certain former
         officers and directors of Financial Bancorp, Inc. 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 or grant of awards through the application of certain
         anti-dilution provisions.

(2)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, pursuant to
         which 40,311 shares of Company Common Stock subject to outstanding
         options are deemed to be offered at $5.17 per share, 9,141 shares are
         deemed to be offered at $7.39 per share, 9,141 shares are deemed to be
         offered at $7.80 per share, 45,566 shares are deemed to be offered at
         $9.30 per share and 73,127 shares are deemed to be offered at $9.85 per
         share, the prices at which such options may be exercised according to
         the terms of the applicable agreements.


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




<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 documents 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. 0-27782) are incorporated by
reference in this registration statement:

         (1)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended June 30, 1998, which was filed with the Commission
                  pursuant to the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act");

         (2)      the description of the Registrant's Common Stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated February 15, 1996;

         (3)      the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1998; and





<PAGE>



         (4)      the Registrant's Current Reports on Form 8-K, dated July 18,
                  1998 and amended on July 27, 1998, October 20, 1998, December
                  30, 1998 and January 6, 1999, filed by the Registrant pursuant
                  to Section 13 of 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 end of the fiscal year ended June 30, 1998
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.

                  Dime Community Bancshares, 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 the Human Resources Department, Dime Community Bancshares, Inc., 209
Havemeyer Street, Brooklyn, New York 11211. Telephone requests may be directed
to (718) 782-6200.


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 interests 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


                                       -2-


<PAGE>



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.

                  Article IX 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.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.




                                       -3-


<PAGE>



ITEM 8.           EXHIBITS.

                  4.1      Form of Option Conversion Agreement by and between
                           Dime Community Bancshares, Inc. and Former Officers
                           and Directors of Financial Bancorp, Inc., dated
                           January 21, 1999.
                  4.2      Certificate of Incorporation of Dime Community
                           Bancshares, Inc., incorporated by reference to the
                           Registrant's Annual Report on Form 10-K for the
                           fiscal year ending June 30, 1998.
                  4.3      Amended and Restated Bylaws of Dime Community
                           Bancshares, Inc., incorporated by reference to the
                           Registrant's Annual Report on Form 10-K for the
                           fiscal year ending June 30, 1998.
                  4.4      Agreement and Plan of Merger, Dated July 18, 1998, by
                           and between Dime Community Bancshares, Inc. and
                           Financial Bancorp, Inc., incorporated by reference to
                           the Registrant's Current Report on Form 8-K, dated
                           July 18, 1998, as amended by Form 8-K/A, dated July
                           27, 1998.
                  5.1      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 Deloitte & Touche 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

                           (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.


                                       -4-


<PAGE>



                  (2) That, for the purpose of determining liability under the
Securities Act of 1933, 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 Securities Exchange Act of 1934; 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 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.


                                       -5-


<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 City of Brooklyn, State of New York on the 14th day of
January, 1999.

                                            Dime Community Bancshares, Inc.
                                            (Registrant)


                                            By: /s/ Vincent F. Palagiano
                                                -------------------------------
                                                Vincent F. Palagiano
                                                Chairman of the Board 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.


<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE                            DATE
                  ---------                                         -----                            ----
<S>                                              <C>                                           <C>
/s/ Vincent F. Palagiano                         Vincent F. Palagiano                          January 14, 1999
----------------------------------------------   Chairman of the Board, Chief
                                                 Executive Officer and Director
                                                 (Principal Executive Officer)
                                                 
/s/ Michael P. Devine                            Michael P. Devine                             January 14, 1999
----------------------------------------------   President and Chief Operating Officer
                                                 and Director
                                                 
/s/ Kenneth J. Mahon                             Kenneth J. Mahon                              January 14, 1999
----------------------------------------------   Executive Vice President and Chief
                                                 Financial Officer (Principal Financial
                                                 and Accounting Officer)

/s/ Anthony Bergamo                              Anthony Bergamo                               January 14, 1999
----------------------------------------------   Director

/s/ George L. Clark, Jr.                         George L. Clark, Jr.                          January 14, 1999
----------------------------------------------   Director




                                       -6-


<PAGE>



                  SIGNATURE                                         TITLE                              DATE
                  ---------                                         -----                              ----
/s/ Steven D. Cohn                               Steven D. Cohn                                January 14, 1999
----------------------------------------------   Director

/s/ Patrick E. Curtin                            Patrick E. Curtin                             January 14, 1999
----------------------------------------------   Director

/s/ Joseph H. Farrell                            Joseph H. Farrell                             January 14, 1999
----------------------------------------------   Director

/s/ Fred P. Fehrenbach                           Fred P. Fehrenbach                            January 14, 1999
----------------------------------------------   Director

/s/ John J. Flynn                                John J. Flynn                                 January 14, 1999
----------------------------------------------   Director

/s/ Malcolm T. Kitson                            Malcolm T. Kitson                             January 14, 1999
----------------------------------------------   Director

/s/ Stanley Meisels                              Stanley Meisels                               January 14, 1999
----------------------------------------------   Director

/s/ Louis V. Varone                              Louis V. Varone                               January 14, 1999
----------------------------------------------   Director
</TABLE>






                                       -7-


<PAGE>



                                  EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION
------                            -----------

   4.1   Form of Option Conversion Agreement by and Between Dime Community
         Bancshares, Inc. and Former Officers and Directors of Financial 
         Bancorp, Inc.
   4.2   Certificate of Incorporation of Dime Community Bancshares,
         Inc., incorporated by reference to the Registrant's Annual
         Report on Form 10-K for the fiscal year ending June 30, 1998.*
   4.3   Amended and Restated Bylaws of Dime Community Bancshares,
         Inc., incorporated by reference to the Registrant's Annual
         Report on Form 10-K for the fiscal year ending June 30, 1998.*
   4.4   Agreement and Plan of Merger, Dated July 18, 1998, by and
         between Dime Community Bancshares, Inc. and Financial Bancorp,
         Inc., incorporated by reference to the Registrant's Current
         Report on Form 8-K, dated July 18, 1998, as amended by Form
         8-K/A, dated July 27, 1998.*
   5.1   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 Deloitte & Touche LLP.

         *  Incorporated by reference.


                                       -8-
[{"type": "S-8", "sequence": "1", "description": "DIME COMMUNITY BANCSHARES, INC.", "secsgml_size_bytes": 25512}]
{"company-data": {"conformed-name": "DIME COMMUNITY BANCSHARES INC", "cik": "0001005409", "assigned-sic": "6035", "irs-number": "113297463", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70909", "film-number": "99509198"}, "business-address": {"street1": "209 HAVEMEYER ST", "street2": "C/O DIME SAVINGS BANK OF WILLIAMSBURGH", "city": "BROOKLYN", "state": "NY", "zip": "11211", "phone": "7187826200"}, "mail-address": {"street1": "209 HAVEMEYER STREET", "city": "BROOKLYN", "state": "NY", "zip": "11211"}, "former-company": {"former-conformed-name": "DIME COMMUNITY BANCORP INC", "date-changed": "19951227"}}
As filed with the Securities and Exchange Commission on January 21, 1999
                                                       REGISTRATION NO.
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         DIME COMMUNITY BANCSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                             11 - 3297463
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
       INCORPORATION OR                                      IDENTIFICATION NO.)
         ORGANIZATION)

                              209 Havemeyer Street
                            Brooklyn, New York 11211
                                 (718) 782-6200
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

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

             OPTION PLAN CONSISTING OF OPTION CONVERSION AGREEMENTS
                       WITH FORMER OFFICERS AND DIRECTORS
                           OF FINANCIAL BANCORP, INC.

                            (FULL TITLE OF THE PLAN)

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

                            Mr. Vincent F. Palagiano
                Chairman of the Board and Chief Executive Officer
                         Dime Community Bancshares, Inc.
                              209 Havemeyer Street
                            Brooklyn, New York 11211
                                 (718) 782-6200

                                    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
====================================================================================================================================
                                          Amount to       Proposed Maximum Offering       Proposed Maximum             Amount of
Title of Securities to be Registered   be Registered(1)       Price Per Share (2)    Aggregate Offering Price (2)   Registration Fee
                                                                                                  (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value        177,286 shares              -----                   $1,491,324.41             $414.59
====================================================================================================================================
(1)      Based on the number of shares of common stock of Dime Community
         Bancshares, Inc. (the "Company") reserved for issuance upon exercise of
         options granted pursuant to Option Conversion Agreements dated January
         21, 1999 between Dime Community Bancshares, Inc., and certain former
         officers and directors of Financial Bancorp, Inc. 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 or grant of awards through the application of certain
         anti-dilution provisions.

(2)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, pursuant to
         which 40,311 shares of Company Common Stock subject to outstanding
         options are deemed to be offered at $5.17 per share, 9,141 shares are
         deemed to be offered at $7.39 per share, 9,141 shares are deemed to be
         offered at $7.80 per share, 45,566 shares are deemed to be offered at
         $9.30 per share and 73,127 shares are deemed to be offered at $9.85 per
         share, the prices at which such options may be exercised according to
         the terms of the applicable agreements.

================================================================================
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 documents 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. 0-27782) are incorporated by
reference in this registration statement:

         (1)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended June 30, 1998, which was filed with the Commission
                  pursuant to the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act");

         (2)      the description of the Registrant's Common Stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated February 15, 1996;

         (3)      the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1998; and
(4)      the Registrant's Current Reports on Form 8-K, dated July 18,
                  1998 and amended on July 27, 1998, October 20, 1998, December
                  30, 1998 and January 6, 1999, filed by the Registrant pursuant
                  to Section 13 of 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 end of the fiscal year ended June 30, 1998
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.

                  Dime Community Bancshares, 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 the Human Resources Department, Dime Community Bancshares, Inc., 209
Havemeyer Street, Brooklyn, New York 11211. Telephone requests may be directed
to (718) 782-6200.

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 interests 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

                                       -2-
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.

                  Article IX 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.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

                                       -3-
ITEM 8.           EXHIBITS.

                  4.1      Form of Option Conversion Agreement by and between
                           Dime Community Bancshares, Inc. and Former Officers
                           and Directors of Financial Bancorp, Inc., dated
                           January 21, 1999.
                  4.2      Certificate of Incorporation of Dime Community
                           Bancshares, Inc., incorporated by reference to the
                           Registrant's Annual Report on Form 10-K for the
                           fiscal year ending June 30, 1998.
                  4.3      Amended and Restated Bylaws of Dime Community
                           Bancshares, Inc., incorporated by reference to the
                           Registrant's Annual Report on Form 10-K for the
                           fiscal year ending June 30, 1998.
                  4.4      Agreement and Plan of Merger, Dated July 18, 1998, by
                           and between Dime Community Bancshares, Inc. and
                           Financial Bancorp, Inc., incorporated by reference to
                           the Registrant's Current Report on Form 8-K, dated
                           July 18, 1998, as amended by Form 8-K/A, dated July
                           27, 1998.
                  5.1      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 Deloitte & Touche 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

                           (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.

                                       -4-
(2) That, for the purpose of determining liability under the
Securities Act of 1933, 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 Securities Exchange Act of 1934; 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 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.

                                       -5-
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 City of Brooklyn, State of New York on the 14th day of
January, 1999.

                                            Dime Community Bancshares, Inc.
                                            (Registrant)

                                            By: /s/ Vincent F. Palagiano
                                                -------------------------------
                                                Vincent F. Palagiano
                                                Chairman of the Board 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/ Vincent F. Palagiano                         Vincent F. Palagiano                          January 14, 1999
----------------------------------------------   Chairman of the Board, Chief
                                                 Executive Officer and Director
                                                 (Principal Executive Officer)
                                                 
/s/ Michael P. Devine                            Michael P. Devine                             January 14, 1999
----------------------------------------------   President and Chief Operating Officer
                                                 and Director
                                                 
/s/ Kenneth J. Mahon                             Kenneth J. Mahon                              January 14, 1999
----------------------------------------------   Executive Vice President and Chief
                                                 Financial Officer (Principal Financial
                                                 and Accounting Officer)

/s/ Anthony Bergamo                              Anthony Bergamo                               January 14, 1999
----------------------------------------------   Director

/s/ George L. Clark, Jr.                         George L. Clark, Jr.                          January 14, 1999
----------------------------------------------   Director

                                       -6-
SIGNATURE                                         TITLE                              DATE
                  ---------                                         -----                              ----
/s/ Steven D. Cohn                               Steven D. Cohn                                January 14, 1999
----------------------------------------------   Director

/s/ Patrick E. Curtin                            Patrick E. Curtin                             January 14, 1999
----------------------------------------------   Director

/s/ Joseph H. Farrell                            Joseph H. Farrell                             January 14, 1999
----------------------------------------------   Director

/s/ Fred P. Fehrenbach                           Fred P. Fehrenbach                            January 14, 1999
----------------------------------------------   Director

/s/ John J. Flynn                                John J. Flynn                                 January 14, 1999
----------------------------------------------   Director

/s/ Malcolm T. Kitson                            Malcolm T. Kitson                             January 14, 1999
----------------------------------------------   Director

/s/ Stanley Meisels                              Stanley Meisels                               January 14, 1999
----------------------------------------------   Director

/s/ Louis V. Varone                              Louis V. Varone                               January 14, 1999
----------------------------------------------   Director
-7-
EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION
------                            -----------

   4.1   Form of Option Conversion Agreement by and Between Dime Community
         Bancshares, Inc. and Former Officers and Directors of Financial 
         Bancorp, Inc.
   4.2   Certificate of Incorporation of Dime Community Bancshares,
         Inc., incorporated by reference to the Registrant's Annual
         Report on Form 10-K for the fiscal year ending June 30, 1998.*
   4.3   Amended and Restated Bylaws of Dime Community Bancshares,
         Inc., incorporated by reference to the Registrant's Annual
         Report on Form 10-K for the fiscal year ending June 30, 1998.*
   4.4   Agreement and Plan of Merger, Dated July 18, 1998, by and
         between Dime Community Bancshares, Inc. and Financial Bancorp,
         Inc., incorporated by reference to the Registrant's Current
         Report on Form 8-K, dated July 18, 1998, as amended by Form
         8-K/A, dated July 27, 1998.*
   5.1   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 Deloitte & Touche LLP.

         *  Incorporated by reference.

                                       -8-