AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 2003

                                                        REGISTRATION NO.
================================================================================

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

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

                          BRIDGE STREET FINANCIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                             13-4217332
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         c/o Oswego County Savings Bank
                              44 East Bridge Street
                                Oswego, NY 13126
                                 (315) 343-4100
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 _______________

                          BRIDGE STREET FINANCIAL, INC.
                   STOCK OPTION PLAN AND RESTRICTED STOCK PLAN
                            (FULL TITLE OF THE PLAN)
                                 _______________

                                Gregory J. Kreis
                      President and Chief Executive Officer
                           Oswego County Savings Bank
                              44 East Bridge Street
                                Oswego, NY 13126
                                 (315) 343-4100

                                    Copy to:

                            Richard A. Schaberg, Esq.
                             Thacher Proffitt & Wood
                     1700 Pennsylvania Avenue, NW, Suite 800
                              Washington, DC 20006
                                 (202) 347-8400
     (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
                             OF AGENT FOR SERVICE)

                                 _______________

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                       Proposed Maximum
 Title of Securities to be        Amount to be        Offering Price Per          Proposed Maximum            Amount of
         Registered              Registered(1)               Share            Aggregate Offering Price    Registration Fee
         ----------              -------------               -----            ------------------------    ----------------
<S>                              <C>                  <C>                     <C>                         <C>
Common Stock, $.01 par value        164,094                   (2)                  $901,359.47(2)              $82.93
</TABLE>

(1)      Based on the number of shares of common stock of Bridge Street
         Financial, Inc. ("Bridge Street") reserved for issuance upon the
         exercise of options and vesting of restricted stock awards granted
         under the Bridge Street Stock Option Plan and Bridge Street Restricted
         Stock Plan (collectively, the "Plans"), each such plan having been
         assumed by Bridge Street from Oswego County Bancorp, Inc. There are
         104,576 shares of common stock currently granted and 22,623 shares of
         common stock reserved for future awards under the Stock Option Plan and
         24,556 shares currently granted and 12,339 shares authorized for awards
         under the Restricted Stock Plan. In addition to such shares, this
         registration statement also covers an undetermined number of shares of
         common stock of Bridge Street Financial 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 purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended
         (the "Securities Act"), pursuant to which 96,880 shares of common stock
         of Bridge Street offered pursuant to the Plans are deemed to be offered
         at $2.883 per share, 7,696 shares of common stock of Bridge Street
         offered pursuant to the Plans are deemed to be offered at $3.492 per
         share and 59,518 shares of common stock of Bridge Street are deemed to
         be offered at $10 per share, the price at which shares of Bridge Street
         common stock are being offered to the public pursuant to the
         Registration Statement on Form S-1, as amended (Registration No.
         333-99347).

<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 (the "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. 333-99347) are incorporated by
reference in this registration statement:

         (1)      the Prospectus for Common Stock of Bridge Street Financial,
                  Inc. dated November 14, 2002, filed with the Commission
                  pursuant to Rule 424(b) under the Securities Act (Registration
                  No. 333-99347); and

         (2)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated November 21, 2002, (Registration No.
                  000-50105).

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
herein by reference, and such documents shall be deemed to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also 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
Prospectus.


<PAGE>

                                      -2-

                  Bridge Street 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: Gregory J. Kreis, Bridge Street Financial, Inc., 44 East Bridge
Street, Oswego, New York 13126. Telephone requests may be directed to (315)
343-4100.


ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not Applicable.


ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Tenth Article of the Registrant's Certificate of Incorporation
provides for indemnification of its directors and officers against any and all
liabilities, judgments, fines and reasonable settlements, costs and expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaws of the Registrant. The Tenth
Article also provides for the authority to purchase insurance with respect
thereto.

         Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate; (iii) with
respect to a criminal proceeding, has no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).


<PAGE>

                                      -3-

         Unless ordered by a court, indemnification of directors and officers
may be made only following a determination that such indemnification is
permissible because the person being indemnified has met the requisite standard
of conduct. Such determination may be made (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iv) by the stockholders.

                  Bridge Street Financial, Inc. and Oswego County National Bank
have each entered into a separate employment agreement with Gregory J. Kreis.
The agreements each provide for indemnification to be provided to Mr. Kreis to
the fullest extent permitted under applicable law. Bridge Street Financial, Inc.
and Oswego County National Bank are also parties to change of control agreements
with certain officers which provide for indemnification for attorneys' fees in
some instances.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.


ITEM 8.           EXHIBITS.

         4.1      Form of Option Agreement under the Bridge Street Financial,
                  Inc. Stock Option Plan.

         4.2      Form of Award Agreement under the Bridge Street Financial,
                  Inc. Restricted Stock Plan.

         4.3      Certificate of Incorporation of Bridge Street Financial Inc.,
                  incorporated by reference to Exhibit 3.1, the Registrant's
                  Registration Statement on Form S-1, dated September 9, 2002,
                  Registration No. 333-99347, and any amendments thereto.

         4.4      By-Laws of Bridge Street Financial Inc., incorporated by
                  reference to Exhibit 3.2, the Registrant's Registration
                  Statement on Form S-1, dated September 9, 2002, Registration
                  No. 333-99347, and any amendments thereto.

         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 LLP.



<PAGE>


                                       -4-

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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 report 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 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.


<PAGE>

                                      -5-


         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
are 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.



<PAGE>



                                       -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 Town of Oswego, State of New York on January 3, 2003.

                                        Bridge Street Financial, Inc.
                                        (Registrant)


                                        By: /s/ Gregory J. Kreis
                                           --------------------------
                                           Gregory J. Kreis
                                           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.

<TABLE>
<CAPTION>
               SIGNATURE                                        TITLE                                  DATE
               ---------                                        -----                                  ----
<S>                                      <C>                                                      <C>
/s/ Gregory J. Kreis                     President and Chief Executive Officer and Director       January 3, 2003
----------------------------
Gregory J. Kreis

/s/ Eugene R. Sunderhaft                 Senior Vice President and Treasurer                      January 3, 2003
----------------------------
Eugene R. Sunderhaft

/s/ Bruce P. Frassinelli                 Director                                                 January 3, 2003
----------------------------
Bruce P. Frassinelli

/s/ Paul J. Heins                        Chairman of the Board                                    January 3, 2003
----------------------------
Paul J. Heins

/s/ Paul W. Schneible                    Director                                                 January 3, 2003
----------------------------
Paul W. Schneible

/s/ Deborah F. Stanley                   Director                                                 January 3, 2003
----------------------------
Deborah F. Stanley

/s/ Lowell A. Seifter                    Director                                                 January 3, 2003
----------------------------
Lowell A. Seifter
</TABLE>








<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                             DESCRIPTION
------                                                             -----------
<S>                         <C>
4.1                         Form of Option Agreement under the Bridge Street Financial, Inc. Stock Option Plan.

4.2                         Form of Award Agreement under the Bridge Street Financial, Inc. Restricted Stock Plan.

4.3                         Certificate of Incorporation  of Bridge Street Financial Inc.,  incorporated by reference
                            to Exhibit 3.1, the Registrant's  Registration  Statement on Form S-1, dated September 9,
                            2002, Registration No. 333-99347, and any amendments thereto.

4.4                         By-Laws of Bridge Street  Financial  Inc.,  incorporated by reference to Exhibit 3.2, the
                            Registrant's  Registration  Statement on Form S-1, dated September 9, 2002,  Registration
                            No. 333-99347, and any amendments thereto.

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 LLP.
</TABLE>
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{"company-data": {"conformed-name": "BRIDGE STREET FINANCIAL INC", "cik": "0001182555", "assigned-sic": "6036", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102339", "film-number": "03502934"}, "business-address": {"street1": "44 EAST BRIDGE STREET", "city": "OWEGO", "state": "NY", "zip": "13126", "phone": "31543434100"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 2003

                                                        REGISTRATION NO.
================================================================================

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

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

                          BRIDGE STREET FINANCIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                             13-4217332
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         c/o Oswego County Savings Bank
                              44 East Bridge Street
                                Oswego, NY 13126
                                 (315) 343-4100
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 _______________

                          BRIDGE STREET FINANCIAL, INC.
                   STOCK OPTION PLAN AND RESTRICTED STOCK PLAN
                            (FULL TITLE OF THE PLAN)
                                 _______________

                                Gregory J. Kreis
                      President and Chief Executive Officer
                           Oswego County Savings Bank
                              44 East Bridge Street
                                Oswego, NY 13126
                                 (315) 343-4100

                                    Copy to:

                            Richard A. Schaberg, Esq.
                             Thacher Proffitt & Wood
                     1700 Pennsylvania Avenue, NW, Suite 800
                              Washington, DC 20006
                                 (202) 347-8400
     (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
                             OF AGENT FOR SERVICE)

                                 _______________

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum
 Title of Securities to be        Amount to be        Offering Price Per          Proposed Maximum            Amount of
         Registered              Registered(1)               Share            Aggregate Offering Price    Registration Fee
         ----------              -------------               -----            ------------------------    ----------------
Common Stock, $.01 par value        164,094                   (2)                  $901,359.47(2)              $82.93
(1)      Based on the number of shares of common stock of Bridge Street
         Financial, Inc. ("Bridge Street") reserved for issuance upon the
         exercise of options and vesting of restricted stock awards granted
         under the Bridge Street Stock Option Plan and Bridge Street Restricted
         Stock Plan (collectively, the "Plans"), each such plan having been
         assumed by Bridge Street from Oswego County Bancorp, Inc. There are
         104,576 shares of common stock currently granted and 22,623 shares of
         common stock reserved for future awards under the Stock Option Plan and
         24,556 shares currently granted and 12,339 shares authorized for awards
         under the Restricted Stock Plan. In addition to such shares, this
         registration statement also covers an undetermined number of shares of
         common stock of Bridge Street Financial 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 purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended
         (the "Securities Act"), pursuant to which 96,880 shares of common stock
         of Bridge Street offered pursuant to the Plans are deemed to be offered
         at $2.883 per share, 7,696 shares of common stock of Bridge Street
         offered pursuant to the Plans are deemed to be offered at $3.492 per
         share and 59,518 shares of common stock of Bridge Street are deemed to
         be offered at $10 per share, the price at which shares of Bridge Street
         common stock are being offered to the public pursuant to the
         Registration Statement on Form S-1, as amended (Registration No.
         333-99347).
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 (the "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. 333-99347) are incorporated by
reference in this registration statement:

         (1)      the Prospectus for Common Stock of Bridge Street Financial,
                  Inc. dated November 14, 2002, filed with the Commission
                  pursuant to Rule 424(b) under the Securities Act (Registration
                  No. 333-99347); and

         (2)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated November 21, 2002, (Registration No.
                  000-50105).

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
herein by reference, and such documents shall be deemed to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also 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
Prospectus.
-2-

                  Bridge Street 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: Gregory J. Kreis, Bridge Street Financial, Inc., 44 East Bridge
Street, Oswego, New York 13126. Telephone requests may be directed to (315)
343-4100.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Tenth Article of the Registrant's Certificate of Incorporation
provides for indemnification of its directors and officers against any and all
liabilities, judgments, fines and reasonable settlements, costs and expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaws of the Registrant. The Tenth
Article also provides for the authority to purchase insurance with respect
thereto.

         Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate; (iii) with
respect to a criminal proceeding, has no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
-3-

         Unless ordered by a court, indemnification of directors and officers
may be made only following a determination that such indemnification is
permissible because the person being indemnified has met the requisite standard
of conduct. Such determination may be made (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iv) by the stockholders.

                  Bridge Street Financial, Inc. and Oswego County National Bank
have each entered into a separate employment agreement with Gregory J. Kreis.
The agreements each provide for indemnification to be provided to Mr. Kreis to
the fullest extent permitted under applicable law. Bridge Street Financial, Inc.
and Oswego County National Bank are also parties to change of control agreements
with certain officers which provide for indemnification for attorneys' fees in
some instances.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.           EXHIBITS.

         4.1      Form of Option Agreement under the Bridge Street Financial,
                  Inc. Stock Option Plan.

         4.2      Form of Award Agreement under the Bridge Street Financial,
                  Inc. Restricted Stock Plan.

         4.3      Certificate of Incorporation of Bridge Street Financial Inc.,
                  incorporated by reference to Exhibit 3.1, the Registrant's
                  Registration Statement on Form S-1, dated September 9, 2002,
                  Registration No. 333-99347, and any amendments thereto.

         4.4      By-Laws of Bridge Street Financial Inc., incorporated by
                  reference to Exhibit 3.2, the Registrant's Registration
                  Statement on Form S-1, dated September 9, 2002, Registration
                  No. 333-99347, and any amendments thereto.

         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 LLP.
-4-

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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 report 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 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.
-5-

         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
are 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.
-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 Town of Oswego, State of New York on January 3, 2003.

                                        Bridge Street Financial, Inc.
                                        (Registrant)

                                        By: /s/ Gregory J. Kreis
                                           --------------------------
                                           Gregory J. Kreis
                                           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/ Gregory J. Kreis                     President and Chief Executive Officer and Director       January 3, 2003
----------------------------
Gregory J. Kreis

/s/ Eugene R. Sunderhaft                 Senior Vice President and Treasurer                      January 3, 2003
----------------------------
Eugene R. Sunderhaft

/s/ Bruce P. Frassinelli                 Director                                                 January 3, 2003
----------------------------
Bruce P. Frassinelli

/s/ Paul J. Heins                        Chairman of the Board                                    January 3, 2003
----------------------------
Paul J. Heins

/s/ Paul W. Schneible                    Director                                                 January 3, 2003
----------------------------
Paul W. Schneible

/s/ Deborah F. Stanley                   Director                                                 January 3, 2003
----------------------------
Deborah F. Stanley

/s/ Lowell A. Seifter                    Director                                                 January 3, 2003
----------------------------
Lowell A. Seifter
EXHIBIT INDEX
EXHIBIT
NUMBER                                                             DESCRIPTION
------                                                             -----------
4.1                         Form of Option Agreement under the Bridge Street Financial, Inc. Stock Option Plan.

4.2                         Form of Award Agreement under the Bridge Street Financial, Inc. Restricted Stock Plan.

4.3                         Certificate of Incorporation  of Bridge Street Financial Inc.,  incorporated by reference
                            to Exhibit 3.1, the Registrant's  Registration  Statement on Form S-1, dated September 9,
                            2002, Registration No. 333-99347, and any amendments thereto.

4.4                         By-Laws of Bridge Street  Financial  Inc.,  incorporated by reference to Exhibit 3.2, the
                            Registrant's  Registration  Statement on Form S-1, dated September 9, 2002,  Registration
                            No. 333-99347, and any amendments thereto.

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 LLP.