Registration No. 333-______

     As filed with the Securities and Exchange Commission on April 23, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                           Sound Federal Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                22-3887679
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                        1311 Mamaroneck Avenue, Suite 190
                          White Plains, New York 10605
                    (Address of Principal Executive Offices)

                              Richard P. McStravick
                        1311 Mamaroneck Avenue, Suite 190
                          White Plains, New York 10605
                     (Name and Address of Agent for Service)


                   Sound Federal Savings and Loan Association
                   401(k) Savings Plan in RSI Retirement Trust
                            (Full Title of the Plan)


                                   Copies to:

        Richard P. McStravick                      Alan Schick, Esquire
President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
    Sound Federal Bancorp, Inc.           5335 Wisconsin Avenue, N.W., Suite 400
  1311 Mamaroneck Avenue, Suite 190               Washington, D.C.  20015
    White Plains, New York 10605                      (202) 274-2000
           (914) 761-3636
     (Name, Address and Telephone
      Number of Agent for Service)


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


<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

   <S>                             <C>                  <C>                    <C>                     <C>
   401(k) Participation
        Interests
                                   (1)                   __                     __                     (2)
====================================================================================================================
______________
(1) Represents an indeterminate number of interests in the Sound Federal Savings
    and Loan Association 401(k) Savings Plan in RSI Retirement Trust.
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

</TABLE>


         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.





                                       2


<PAGE>


PART I.

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

         This Registration Statement relates to the registration of an
indeterminate number of participation interests in the Sound Federal Savings and
Loan Association 401(k) Savings Plan in RSI Retirement Trust (the "Plan").
Documents containing the information required by Part I of the Registration
Statement have been or will be sent or given to participants in the Plan, as
specified by Securities Act Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424, in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Sound
Federal Bancorp, Inc. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:

         a) The Company's prospectus containing audited financial statements for
the fiscal year ended March 31, 2002 (Commission File No. 333-99767), filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended;

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the prospectus referred to in (a) above; and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on January 2, 2003
(Commission File No. 000-24811).

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and 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 Richard
P. McStravick, President and Chief Executive Officer, Sound Federal Bancorp,
Inc., 1311 Mamaroneck Avenue, Suite 190, White Plains, New York 10605, telephone
number (914) 761-3636.

         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.

                                       3

<PAGE>

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Articles TENTH and ELEVENTH of the Certificate of Incorporation of the
Company set forth circumstances under which directors, officers, employees and
agents of the Company may be insured or indemnified against liability which they
incur in their capacities as such:

         TENTH:

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter and "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

         C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the

                                       4

<PAGE>

circumstances  because the indemnitee has met the applicable standard of conduct
set forth in the Delaware General  Corporation Law, nor an actual  determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the indemnitee has not met such applicable standard of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

         D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise.

         E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

         F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.

         ELEVENTH:

         A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto

        <S>      <C>                                                            <C>
         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Exhibit 5

         10       Sound Federal Savings and Loan Association 401(k)
                  Savings Plan in RSI Retirement Trust                          Exhibit 10

                                       5
<PAGE>


         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5
         23.2     Consent of KPMG LLP.                                          Exhibit 23.2

         24       Power of Attorney.                                            Contained on Signature Page

         99       Prospectus Supplement.                                        **
</TABLE>


* Incorporated by reference to Exhibit 4 to the Registration Statement on Form
S-1 (Commission File No. 333-99767), originally filed by the Company under the
Securities Act of 1933 with the Commission on September 19, 2002, and all
amendments or reports filed for the purpose of updating such description.
** Incorporated by reference to Exhibit 99.7 to the Registration Statement on
Form S-1 (Commission File No. 333-99767), originally filed by the Company under
the Securities Act of 1933 with the Commission on September 19, 2002, and all
amendments or reports filed for the purpose of updating such description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any 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 Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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; and

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                        6
<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 of the  requirements  for filing on Form S-8 and has duly  caused this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of White Plains,  State of
New York, on this 18th day of April 2003.

                                            SOUND FEDERAL BANCORP, INC.


Date: April 18, 2003                        By: /s/ Richard P. McStravick
                                                --------------------------------
                                                Richard P. McStravick, President
                                                and Chief Executive Officer
                                                (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Sound Federal Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Richard P.
McStravick, as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said Richard P. McStravick
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the registration of
participation interests in the Sound Federal Savings and Loan Association 401(k)
Savings Plan in RSI Retirement Trust, including specifically, but not limited
to, power and authority to sign for us in our names in the capacities indicated
below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said Richard P. McStravick shall do or cause to be done by virtue
thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.

Signatures                   Title                               Date



/s/ Richard P. McStravick    President, Chief Executive          April 18, 2003
--------------------------   Officer and Director
Richard P. McStravick        (Principal Executive
                             Officer)


/s/ Anthoniy J. Fabiano      Senior Vice President and           April 18, 2003
--------------------------   Chief Financial Officer (Principal
Anthony J. Fabiano           Financial and Accounting Officer)




 /s/ Bruno J. Gioffre        Chairman                            April 18, 2003
--------------------------
Bruno J. Gioffre




/s/ Joseph Dinolfo           Director                            April 18, 2003
--------------------------
Joseph Dinolfo


<PAGE>


/s/ Donald H. Heithaus       Director                            April 18, 2003
--------------------------
Donald H. Heithaus




/s/ Josepy A. Larza          Director                            April 18, 2003
--------------------------
Joseph A. Lanza




/s/ Eldorus Maynard          Director                            April 18, 2003
--------------------------
Eldorus Maynard




/s/ James Staudt             Director                            April 18, 2003
--------------------------
James Staudt




 /s/ Samuel T. Telerico      Director                            April 18, 2003
--------------------------
Samuel T. Telerico














<PAGE>





         THE PLAN. Pursuant to requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mamaroneck, State of New
York, on March 14, 2003.

                                          SOUND FEDERAL SAVINGS AND LOAN
                                          ASSOCIATION 401(k) SAVINGS PLAN IN RSI
                                          RETIREMENT TRUST
                                          FIRST BANKERS TRUST COMPANY


                                          By: /s/Linda Shultz
                                              -----------------------
                                              Trust Officer
                                              (Duly authorized representative)


<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description

         4        Form of Common Stock Certificate (Incorporated by reference to
                  Exhibit  4  to  the   Registration   Statement   on  Form  S-1
                  (Commission  File  No.  333-99767),  originally  filed  by the
                  Company under the  Securities  Act of 1933 with the Commission
                  on September 19, 2002, and all amendments or reports filed for
                  the purpose of updating such description).

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10       Sound Federal Savings and Loan Association 401(k) Savings Plan
                  in RSI Retirement Trust.

         23.1     Consent of Luse Gorman Pomerenk & Schick,  P.C.  (contained in
                  the opinion included as Exhibit 5).

         23.2     Consent of KPMG LLP.

         24       Power of Attorney  (contained  in the  signature  page to this
                  Registration Statement).

         99       Prospectus  Supplement  (incorporated  by reference to Exhibit
                  99.7 to the  Registration  Statement  on Form S-1  (Commission
                  File No. 333-99767), originally filed by the Company under the
                  Securities  Act of 1933 with the  Commission  on September 19,
                  2002,  and all  amendments or reports filed for the purpose of
                  updating such description).
[{"type": "S-8", "sequence": "1", "filename": "forms8_041503.txt", "secsgml_size_bytes": 26318}]
{"company-data": {"conformed-name": "SOUND FEDERAL BANCORP INC", "cik": "0001064236", "assigned-sic": "6035", "irs-number": "223887679", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104690", "film-number": "03659321"}, "business-address": {"street1": "300 MAMARONECK AVE", "city": "MAMARONECK", "state": "NY", "zip": "10543-2647", "phone": "9146986400"}, "mail-address": {"street1": "300 MAMARONECK AVE", "city": "MAMARONECK", "state": "NY", "zip": "10543-2647"}, "former-company": [{"former-conformed-name": "SOUND FEDERAL SAVINGS & LOAN ASSOC", "date-changed": "19980616"}, {"former-conformed-name": "SOUND FEDERAL BANCORP", "date-changed": "19980622"}]}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on April 23, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           Sound Federal Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                22-3887679
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                        1311 Mamaroneck Avenue, Suite 190
                          White Plains, New York 10605
                    (Address of Principal Executive Offices)

                              Richard P. McStravick
                        1311 Mamaroneck Avenue, Suite 190
                          White Plains, New York 10605
                     (Name and Address of Agent for Service)

                   Sound Federal Savings and Loan Association
                   401(k) Savings Plan in RSI Retirement Trust
                            (Full Title of the Plan)

                                   Copies to:

        Richard P. McStravick                      Alan Schick, Esquire
President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
    Sound Federal Bancorp, Inc.           5335 Wisconsin Avenue, N.W., Suite 400
  1311 Mamaroneck Avenue, Suite 190               Washington, D.C.  20015
    White Plains, New York 10605                      (202) 274-2000
           (914) 761-3636
     (Name, Address and Telephone
      Number of Agent for Service)

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

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

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
401(k) Participation
        Interests
                                   (1)                   __                     __                     (2)
====================================================================================================================
______________
(1) Represents an indeterminate number of interests in the Sound Federal Savings
    and Loan Association 401(k) Savings Plan in RSI Retirement Trust.
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

                                       2
PART I.

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

         This Registration Statement relates to the registration of an
indeterminate number of participation interests in the Sound Federal Savings and
Loan Association 401(k) Savings Plan in RSI Retirement Trust (the "Plan").
Documents containing the information required by Part I of the Registration
Statement have been or will be sent or given to participants in the Plan, as
specified by Securities Act Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424, in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Sound
Federal Bancorp, Inc. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:

         a) The Company's prospectus containing audited financial statements for
the fiscal year ended March 31, 2002 (Commission File No. 333-99767), filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended;

         b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the prospectus referred to in (a) above; and

         c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on January 2, 2003
(Commission File No. 000-24811).

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and 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 Richard
P. McStravick, President and Chief Executive Officer, Sound Federal Bancorp,
Inc., 1311 Mamaroneck Avenue, Suite 190, White Plains, New York 10605, telephone
number (914) 761-3636.

         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.

                                       3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Articles TENTH and ELEVENTH of the Certificate of Incorporation of the
Company set forth circumstances under which directors, officers, employees and
agents of the Company may be insured or indemnified against liability which they
incur in their capacities as such:

         TENTH:

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter and "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

         C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the

                                       4
circumstances  because the indemnitee has met the applicable standard of conduct
set forth in the Delaware General  Corporation Law, nor an actual  determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the indemnitee has not met such applicable standard of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

         D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise.

         E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

         F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.

         ELEVENTH:

         A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Exhibit 5

         10       Sound Federal Savings and Loan Association 401(k)
                  Savings Plan in RSI Retirement Trust                          Exhibit 10

                                       5
23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5
         23.2     Consent of KPMG LLP.                                          Exhibit 23.2

         24       Power of Attorney.                                            Contained on Signature Page

         99       Prospectus Supplement.                                        **
* Incorporated by reference to Exhibit 4 to the Registration Statement on Form
S-1 (Commission File No. 333-99767), originally filed by the Company under the
Securities Act of 1933 with the Commission on September 19, 2002, and all
amendments or reports filed for the purpose of updating such description.
** Incorporated by reference to Exhibit 99.7 to the Registration Statement on
Form S-1 (Commission File No. 333-99767), originally filed by the Company under
the Securities Act of 1933 with the Commission on September 19, 2002, and all
amendments or reports filed for the purpose of updating such description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any 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 Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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; and

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                        6
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 of the  requirements  for filing on Form S-8 and has duly  caused this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of White Plains,  State of
New York, on this 18th day of April 2003.

                                            SOUND FEDERAL BANCORP, INC.

Date: April 18, 2003                        By: /s/ Richard P. McStravick
                                                --------------------------------
                                                Richard P. McStravick, President
                                                and Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Sound Federal Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Richard P.
McStravick, as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said Richard P. McStravick
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the registration of
participation interests in the Sound Federal Savings and Loan Association 401(k)
Savings Plan in RSI Retirement Trust, including specifically, but not limited
to, power and authority to sign for us in our names in the capacities indicated
below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said Richard P. McStravick shall do or cause to be done by virtue
thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.

Signatures                   Title                               Date

/s/ Richard P. McStravick    President, Chief Executive          April 18, 2003
--------------------------   Officer and Director
Richard P. McStravick        (Principal Executive
                             Officer)

/s/ Anthoniy J. Fabiano      Senior Vice President and           April 18, 2003
--------------------------   Chief Financial Officer (Principal
Anthony J. Fabiano           Financial and Accounting Officer)

 /s/ Bruno J. Gioffre        Chairman                            April 18, 2003
--------------------------
Bruno J. Gioffre

/s/ Joseph Dinolfo           Director                            April 18, 2003
--------------------------
Joseph Dinolfo
/s/ Donald H. Heithaus       Director                            April 18, 2003
--------------------------
Donald H. Heithaus

/s/ Josepy A. Larza          Director                            April 18, 2003
--------------------------
Joseph A. Lanza

/s/ Eldorus Maynard          Director                            April 18, 2003
--------------------------
Eldorus Maynard

/s/ James Staudt             Director                            April 18, 2003
--------------------------
James Staudt

 /s/ Samuel T. Telerico      Director                            April 18, 2003
--------------------------
Samuel T. Telerico
THE PLAN. Pursuant to requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mamaroneck, State of New
York, on March 14, 2003.

                                          SOUND FEDERAL SAVINGS AND LOAN
                                          ASSOCIATION 401(k) SAVINGS PLAN IN RSI
                                          RETIREMENT TRUST
                                          FIRST BANKERS TRUST COMPANY

                                          By: /s/Linda Shultz
                                              -----------------------
                                              Trust Officer
                                              (Duly authorized representative)
EXHIBIT INDEX

Exhibit Number             Description

         4        Form of Common Stock Certificate (Incorporated by reference to
                  Exhibit  4  to  the   Registration   Statement   on  Form  S-1
                  (Commission  File  No.  333-99767),  originally  filed  by the
                  Company under the  Securities  Act of 1933 with the Commission
                  on September 19, 2002, and all amendments or reports filed for
                  the purpose of updating such description).

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10       Sound Federal Savings and Loan Association 401(k) Savings Plan
                  in RSI Retirement Trust.

         23.1     Consent of Luse Gorman Pomerenk & Schick,  P.C.  (contained in
                  the opinion included as Exhibit 5).

         23.2     Consent of KPMG LLP.

         24       Power of Attorney  (contained  in the  signature  page to this
                  Registration Statement).

         99       Prospectus  Supplement  (incorporated  by reference to Exhibit
                  99.7 to the  Registration  Statement  on Form S-1  (Commission
                  File No. 333-99767), originally filed by the Company under the
                  Securities  Act of 1933 with the  Commission  on September 19,
                  2002,  and all  amendments or reports filed for the purpose of
                  updating such description).