<PAGE>
 
    As filed with the Securities and Exchange Commission on October __, 1997

                                                  Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

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

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

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

                         YONKERS FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)

                    Delaware                                  13-3870836       
  (State or other jurisdiction of incorporation            (I.R.S. Employer   
                or organization)                          Identification No.)  
                                                                               
      6 Executive Plaza, Yonkers, New York                    10701-9858       
    (Address of principal executive offices)                  (Zip Code)       
                                                    
      
                         YONKERS FINANCIAL CORPORATION
                       1996 MANAGEMENT RECOGNITION PLAN
                           (Full title of the plan)

                             Kip A. Weissman, P.C.
                          John S. Pettibone III, Esq.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                                Suite 700 East
                          1100 New York Avenue, N.W.
                          Washington, D.C. 20005-3934
                    (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
==============================================================================================================================
                                                      Proposed maximum            Proposed maximum
  Title of securities         Amount to be             offering price                aggregate                Amount of
   to be registered           registered/(1)/            per share                 offering price          registration fee
-----------------------  ----------------------- --------------------------  --------------------------  --------------------
------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                         <C>                         <C> 
   Common Stock, par
  value $.01 per share        142,830 shares             $20.32/(2)/              $2,902,305.60/(2)/          $879.50/(2)/
==============================================================================================================================
</TABLE> 

/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      Registration Statement covers, in addition to the number of shares set
      forth above, an indeterminate number of shares which, by reason of certain
      events specified in the Plan, may become subject to the Plan.

/(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of
      calculating the registration fee, based upon the average of the high and
      the low price of the Common Stock on the Nasdaq National Market System on
      October 9, 1997.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Yonkers Financial Corporation
1996 Management Recognition Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                       I-1
<PAGE>
 
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

        The following documents previously or concurrently filed by Yonkers
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:

(a)     The Company's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1996 (File No. 0-27716) filed pursuant to the Securities
        and Exchange Act of 1934, as amended (the "Exchange Act");

(b)     all other reports filed pursuant to Section 13(a) or 15(d) of the
        Securities and Exchange Act of 1934, as amended (the "Exchange Act")
        since the end of the fiscal year covered by audited financial statements
        contained in the prospectus referred to in Item 3(a) above; and

(c)     the description of the common stock, par value $.01 per share, of the
        Registrant contained in the Registrant's Registration Statement on Form
        8-A (File No. 0-27716) filed with the Commission on February 6, 1996 and
        all amendments thereto or reports filed for the purpose of updating such
        description.

        All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.

        The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, Yonkers Financial Corporation, 6 Executive Plaza, Yonkers, New York
10701-9858, telephone number (914) 965-2500.


                                     II-1
<PAGE>
 
        All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

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 ELEVEN of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities, judgments, fines and reasonable settlements, costs, 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 bylaw. Section ELEVEN 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, had 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).

        Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite

                                     II-2
<PAGE>
 
standard of conduct. Such determination may be made (i) by the corporation's
board of directors by a majority vote of a quorum consisting of directors not at
the time parties to such proceeding; or (ii) if such a quorum cannot be obtained
or the quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.

        Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

        Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

        Not Applicable.


                                     II-3
<PAGE>
 
Item 8.   Exhibits.
          -------- 

<TABLE> 
<CAPTION> 
Regulation S-K                                                                   Reference to Prior Filing or  
   Exhibit                                                                          Exhibit Number Attached    
    Number                            Document                                              Hereto             
--------------   ----------------------------------------------------------      ----------------------------    
<C>              <S>                                                             <C> 
     4           Instruments Defining the Rights of Security                                                   
                 Holders, Including Indentures:                                                                
                         Certificate of Incorporation of Yonkers                                               
                            Financial Corporation..........................                    *               
                         Bylaws of Yonkers Financial Corporation...........                    *               
                         Yonkers Financial Corporation                                                         
                         1996 Management Recognition Plan .................          Attached as Exhibit 4     
     5           Opinion of Silver, Freedman & Taff, L.L.P.................          Attached as Exhibit 5     
    15           Letter on unaudited interim financial                                                         
                 information...............................................             Not Applicable         
    23           Consents of Experts and Counsel:                                                              
                         Consent of KPMG Peat Marwick LLP,                                                     
                         certified public accountants......................        Attached as Exhibit 23.1    
                         Consent of Silver, Freedman & Taff, L.L.P.........        Attached as Exhibit 23.2    
    24           Power of Attorney.........................................       Contained on Signature Page  
    26           Invitations for Competitive Bids..........................             Not Applicable         
    99           Additional Exhibits.......................................             Not Applicable         
</TABLE> 
--------------------

*   Filed as exhibits to the Registrant's Registration Statement on Form S-1
    (File No. 33-81013) filed with the Commission on December 29, 1995 and all
    amendments thereto or reports filed for the purpose of updating such
    description. All of such previously filed documents are hereby incorporated
    herein by reference in accordance with Item 601 of Regulation S-K.

                                     II-4
<PAGE>
 
Item 9.    Undertakings.
           ------------

(a)     The undersigned Registrant hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement
                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.

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

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

(b)     The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act each filing of the
        Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act and each filing of the 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)     Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        the registrant pursuant to the foregoing provisions, or otherwise, the
        registrant has been advised that in the opinion of the Commission such
        indemnification is against public policy as expressed in the Securities
        Act and is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by the
        registrant of expenses incurred or paid by a director, officer or
        controlling person of the registrant in the successful defense of any
        action, suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being registered,
        the registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question whether such indemnification by it is against
        public policy as expressed in the Securities Act and will be governed by
        the final adjudication of such issue.

                                     II-5
<PAGE>
 
                                  SIGNATURES

        The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Yonkers, State of New
York, on October 10, 1997.

                                  YONKERS FINANCIAL CORPORATION




                             By:  /s/ Richard F. Komosinski
                                  ----------------------------------------------
                                  Richard F. Komosinski, Director and President
                                  (Duly Authorized Representative)

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard F. Komosinski, Joseph D. Roberto
and Joseph L. Macchia, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming said attorneys-in-fact and agents or their substitutes or substitute
may lawfully do or cause to be done by virtue hereof.

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




/s/ Richard F. Komosinski                        /s/ William G. Bachop
-------------------------------------------      -------------------------------
Richard F. Komosinski, Director and President    William G. Bachop, Director and
(Principal Executive and Operating Officer)      Chairman of the Board

Date: October 10, 1997                           Date: October 10, 1997

                                     II-6
<PAGE>
 
/s/ P. Anthony Sarubbi                           /s/ Donald R. Angelilli
-------------------------------------------      -------------------------------
P. Anthony Sarubbi, Vice Chairman of the         Donald R. Angelilli, Director
Board and Director

Date: October 10, 1997                           Date: October 10, 1997


/s/ Charles D. Lohrfink                          /s/ Eben T. Walker
-------------------------------------------      -------------------------------
Charles D. Lohrfink, Director                    Eben T. Walker, Director

Date: October 10, 1997                           Date: October 10, 1997


/s/ Michael J. Martin                            /s/ Joseph D. Roberto
-------------------------------------------      -------------------------------
Michael J. Martin, Director                      Joseph D. Roberto, Vice 
                                                 President and Treasurer 
                                                 (Principal Financial and 
                                                 Accounting Officer)

Date: October 10, 1997                           Date: October 10, 1997

                                     II-7
<PAGE>
 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549



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



                                   EXHIBITS


                                      TO


                                   FORM S-8


                            REGISTRATION STATEMENT


                                     UNDER


                          THE SECURITIES ACT OF 1933



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

                         YONKERS FINANCIAL CORPORATION


================================================================================
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
                                                                            Reference to Prior Filing or
                                                                            Page Number in Sequentially
Exhibit                                                                         Numbered Registration
 Number                                                                                 Statement
-------                                                                     ----------------------------
<C>        <S>                                                              <C> 
   4       Instruments Defining the Rights of Security Holders,
           Including Indentures:

                Certificate of Incorporation of Yonkers Financial
                Corporation                                                              *

                Bylaws of Yonkers Financial Corporation                                  *

                Yonkers Financial Corporation
                1996 Management Recognition Plan                                     Exhibit 4

   5       Opinion of Silver, Freedman & Taff, L.L.P.                                Exhibit 5

  23.1     Consent of KPMG Peat Marwick LLP                                        Exhibit 23.1

  23.2     Consent of Silver, Freedman & Taff, L.L.P.                              Exhibit 23.2

  24       Power of Attorney                                                Contained on signature page.
</TABLE> 
----------------------
*  Filed as exhibits to the Registrant's Registration Statement on Form S-1
   (File No. 33-81013) filed with the Commission on December 29, 1995 and all
   amendments thereto or reports filed for the purpose of updating such
   description. All of such previously filed documents are hereby incorporated
   herein by reference in accordance with Item 601 of Regulation S-K.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24359}]
{"company-data": {"conformed-name": "YONKERS FINANCIAL CORP", "cik": "0001005508", "assigned-sic": "6035", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37669", "film-number": "97694101"}, "business-address": {"street1": "ONE MANOR HOUSE SQUARE", "city": "YONKERS", "state": "NY", "zip": "10701", "phone": "9149684500"}}
As filed with the Securities and Exchange Commission on October __, 1997

                                                  Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

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

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

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

                         YONKERS FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)

                    Delaware                                  13-3870836       
  (State or other jurisdiction of incorporation            (I.R.S. Employer   
                or organization)                          Identification No.)  
                                                                               
      6 Executive Plaza, Yonkers, New York                    10701-9858       
    (Address of principal executive offices)                  (Zip Code)       
                                                    
      
                         YONKERS FINANCIAL CORPORATION
                       1996 MANAGEMENT RECOGNITION PLAN
                           (Full title of the plan)

                             Kip A. Weissman, P.C.
                          John S. Pettibone III, Esq.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                                Suite 700 East
                          1100 New York Avenue, N.W.
                          Washington, D.C. 20005-3934
                    (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                      Proposed maximum            Proposed maximum
  Title of securities         Amount to be             offering price                aggregate                Amount of
   to be registered           registered/(1)/            per share                 offering price          registration fee
-----------------------  ----------------------- --------------------------  --------------------------  --------------------
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
  value $.01 per share        142,830 shares             $20.32/(2)/              $2,902,305.60/(2)/          $879.50/(2)/
==============================================================================================================================
/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      Registration Statement covers, in addition to the number of shares set
      forth above, an indeterminate number of shares which, by reason of certain
      events specified in the Plan, may become subject to the Plan.

/(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of
      calculating the registration fee, based upon the average of the high and
      the low price of the Common Stock on the Nasdaq National Market System on
      October 9, 1997.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Yonkers Financial Corporation
1996 Management Recognition Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

        The following documents previously or concurrently filed by Yonkers
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:

(a)     The Company's Annual Report on Form 10-K for the fiscal year ended
        September 30, 1996 (File No. 0-27716) filed pursuant to the Securities
        and Exchange Act of 1934, as amended (the "Exchange Act");

(b)     all other reports filed pursuant to Section 13(a) or 15(d) of the
        Securities and Exchange Act of 1934, as amended (the "Exchange Act")
        since the end of the fiscal year covered by audited financial statements
        contained in the prospectus referred to in Item 3(a) above; and

(c)     the description of the common stock, par value $.01 per share, of the
        Registrant contained in the Registrant's Registration Statement on Form
        8-A (File No. 0-27716) filed with the Commission on February 6, 1996 and
        all amendments thereto or reports filed for the purpose of updating such
        description.

        All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.

        The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, Yonkers Financial Corporation, 6 Executive Plaza, Yonkers, New York
10701-9858, telephone number (914) 965-2500.

                                     II-1
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

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 ELEVEN of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities, judgments, fines and reasonable settlements, costs, 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 bylaw. Section ELEVEN 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, had 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).

        Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite

                                     II-2
standard of conduct. Such determination may be made (i) by the corporation's
board of directors by a majority vote of a quorum consisting of directors not at
the time parties to such proceeding; or (ii) if such a quorum cannot be obtained
or the quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.

        Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

        Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

        Not Applicable.

                                     II-3
Item 8.   Exhibits.
          --------
Regulation S-K                                                                   Reference to Prior Filing or  
   Exhibit                                                                          Exhibit Number Attached    
    Number                            Document                                              Hereto             
--------------   ----------------------------------------------------------      ----------------------------
4           Instruments Defining the Rights of Security                                                   
                 Holders, Including Indentures:                                                                
                         Certificate of Incorporation of Yonkers                                               
                            Financial Corporation..........................                    *               
                         Bylaws of Yonkers Financial Corporation...........                    *               
                         Yonkers Financial Corporation                                                         
                         1996 Management Recognition Plan .................          Attached as Exhibit 4     
     5           Opinion of Silver, Freedman & Taff, L.L.P.................          Attached as Exhibit 5     
    15           Letter on unaudited interim financial                                                         
                 information...............................................             Not Applicable         
    23           Consents of Experts and Counsel:                                                              
                         Consent of KPMG Peat Marwick LLP,                                                     
                         certified public accountants......................        Attached as Exhibit 23.1    
                         Consent of Silver, Freedman & Taff, L.L.P.........        Attached as Exhibit 23.2    
    24           Power of Attorney.........................................       Contained on Signature Page  
    26           Invitations for Competitive Bids..........................             Not Applicable         
    99           Additional Exhibits.......................................             Not Applicable
--------------------

*   Filed as exhibits to the Registrant's Registration Statement on Form S-1
    (File No. 33-81013) filed with the Commission on December 29, 1995 and all
    amendments thereto or reports filed for the purpose of updating such
    description. All of such previously filed documents are hereby incorporated
    herein by reference in accordance with Item 601 of Regulation S-K.

                                     II-4
Item 9.    Undertakings.
           ------------

(a)     The undersigned Registrant hereby undertakes:

        (1)     To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement
                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.

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

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

(b)     The undersigned Registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act each filing of the
        Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act and each filing of the 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)     Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of
        the registrant pursuant to the foregoing provisions, or otherwise, the
        registrant has been advised that in the opinion of the Commission such
        indemnification is against public policy as expressed in the Securities
        Act and is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by the
        registrant of expenses incurred or paid by a director, officer or
        controlling person of the registrant in the successful defense of any
        action, suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being registered,
        the registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question whether such indemnification by it is against
        public policy as expressed in the Securities Act and will be governed by
        the final adjudication of such issue.

                                     II-5
SIGNATURES

        The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Yonkers, State of New
York, on October 10, 1997.

                                  YONKERS FINANCIAL CORPORATION

                             By:  /s/ Richard F. Komosinski
                                  ----------------------------------------------
                                  Richard F. Komosinski, Director and President
                                  (Duly Authorized Representative)

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard F. Komosinski, Joseph D. Roberto
and Joseph L. Macchia, or either of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming said attorneys-in-fact and agents or their substitutes or substitute
may lawfully do or cause to be done by virtue hereof.

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

/s/ Richard F. Komosinski                        /s/ William G. Bachop
-------------------------------------------      -------------------------------
Richard F. Komosinski, Director and President    William G. Bachop, Director and
(Principal Executive and Operating Officer)      Chairman of the Board

Date: October 10, 1997                           Date: October 10, 1997

                                     II-6
/s/ P. Anthony Sarubbi                           /s/ Donald R. Angelilli
-------------------------------------------      -------------------------------
P. Anthony Sarubbi, Vice Chairman of the         Donald R. Angelilli, Director
Board and Director

Date: October 10, 1997                           Date: October 10, 1997

/s/ Charles D. Lohrfink                          /s/ Eben T. Walker
-------------------------------------------      -------------------------------
Charles D. Lohrfink, Director                    Eben T. Walker, Director

Date: October 10, 1997                           Date: October 10, 1997

/s/ Michael J. Martin                            /s/ Joseph D. Roberto
-------------------------------------------      -------------------------------
Michael J. Martin, Director                      Joseph D. Roberto, Vice 
                                                 President and Treasurer 
                                                 (Principal Financial and 
                                                 Accounting Officer)

Date: October 10, 1997                           Date: October 10, 1997

                                     II-7
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

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

                                   EXHIBITS

                                      TO

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

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

                         YONKERS FINANCIAL CORPORATION

================================================================================
EXHIBIT INDEX
Reference to Prior Filing or
                                                                            Page Number in Sequentially
Exhibit                                                                         Numbered Registration
 Number                                                                                 Statement
-------                                                                     ----------------------------
4       Instruments Defining the Rights of Security Holders,
           Including Indentures:

                Certificate of Incorporation of Yonkers Financial
                Corporation                                                              *

                Bylaws of Yonkers Financial Corporation                                  *

                Yonkers Financial Corporation
                1996 Management Recognition Plan                                     Exhibit 4

   5       Opinion of Silver, Freedman & Taff, L.L.P.                                Exhibit 5

  23.1     Consent of KPMG Peat Marwick LLP                                        Exhibit 23.1

  23.2     Consent of Silver, Freedman & Taff, L.L.P.                              Exhibit 23.2

  24       Power of Attorney                                                Contained on signature page.
----------------------
*  Filed as exhibits to the Registrant's Registration Statement on Form S-1
   (File No. 33-81013) filed with the Commission on December 29, 1995 and all
   amendments thereto or reports filed for the purpose of updating such
   description. All of such previously filed documents are hereby incorporated
   herein by reference in accordance with Item 601 of Regulation S-K.