Registration No. 333-______

  As filed with the Securities and Exchange Commission on November 26, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                        Atlantic Liberty Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                       16-1615014
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                               186 Montague Street
                            Brooklyn, New York 11201
                    (Address of Principal Executive Offices)

                                Barry M. Donohue
                               186 Montague Street
                            Brooklyn, New York 11201
                     (Name and Address of Agent for Service)


                        Atlantic Liberty Financial Corp.
                        2003 Incentive Stock Benefit Plan
                            (Full Title of the Plan)

                                   Copies to:

          Barry M. Donohue                            Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
  Atlantic Liberty Financial Corp.          5335 Wisconsin Ave., N.W., Suite 400
         186 Montague Street                       Washington, D.C. 20015
      Brooklyn, New York 11201                        (202) 274-2000
           (718) 855-3555
        (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. :


<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>
Common stock,  par value $0.01 per share 256,648(3)    $19.50(2)           $5,004,636               $425.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Atlantic Liberty Financial Corp. 2003 Incentive Stock Benefit Plan (the
     "Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend  or
     similar  adjustment  of the  outstanding  common stock of Atlantic  Liberty
     Financial Corp. pursuant to 17 C.F.R. Section 230.416(a).
(2)  Determined  by  reference  to the fair market  value of the common stock on
     November 24, 2003, pursuant to 17 C.F.R. Section 230.457(c).
(3)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the Stock Benefit Plan for any future stock awards or stock
     options.


     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.

PART I.

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

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Benefit 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  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

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

     a) The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
March 31, 2003  (Commission  File No.  000-49967),  filed with the Commission on
June 27, 2003  pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     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 Annual  Report on Form  10-KSB  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 August 12, 2003
(Commission File No. 000-49967).

                                       2

<PAGE>

     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
Annual Report on Form 10-KSB 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 Annual Report on Form 10-KSB.

     The Company shall furnish  without charge to each person to whom the Annual
Report 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 William
M. Gilfillan,  Chief Financial  Officer,  Atlantic Liberty  Financial Corp., 186
Montague Street, Brooklyn, New York, telephone number (718) 855-3555.

     All  information  appearing in this  Registration  Statement and the Annual
Report on Form 10-KSB 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

         None.

Item 6.  Indemnification of Directors and Officers

     Articles TENTH and ELEVENTH of the Certificate of Incorporation of Atlantic
Liberty  Financial  Corp. (for purposes of this Item 6, the  "Corporation")  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.

                                       3
<Page>

     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  an  "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,  service 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  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
                                       4
<page>

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
 Exhibit Number             Document                    or Exhibit No. attached
                                                                 hereto

  4      Form of Common Stock Certificate                                      *

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

  10     Atlantic Liberty Financial Corp. 2003 Incentive Stock Benefit Plan   **

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

  23.2   Consent of  Radics & Co., LLC                              Exhibit 23.2

  24     Power of Attorney                           Contained on Signature Page



* Incorporated by reference to Exhibit 4 to the  Registration  Statement on Form
SB-2 (Commission File No. 333-90828),  originally filed by the Company under the
Securities  Act of 1933 with the Commission on June 20, 2002, and all amendments
or reports filed for the purpose of updating such description.

** Incorporated  by reference to the Company's  Proxy Statement  relating to the
Company's  November  19,  2003  special  meeting of  stockholders,  filed by the
Company with the Commission on October 14, 2003.

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;

                                       5

<page>

     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  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 Brooklyn, New York, on this 24th day
of November, 2003.

                                            ATLANTIC LIBERTY FINANCIAL CORP.


                                            By:  /s/ Barry M. Donohue
                                                 --------------------------
                                                 Barry  M. Donohue
                                                 President and
                                                 Chief Executive Officer
                                                (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Atlantic  Liberty  Financial
Corp. (the "Company")  hereby severally  constitute and appoint Barry M. Donohue
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Barry M. Donohue 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 common stock underlying the
Atlantic  Liberty  Financial Corp. 2003 Incentive Stock Benefit Plan,  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 Barry M. Donohue 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.

<TABLE>
<CAPTION>

<S>                                       <C>                                      <C>
Signatures                                  Title                                       Date


/s/ Barry M. Donohue                        President and Chief Executive               November 24, 2003
---------------------------                 Officer (Principal Executive
Barry M. Donohue                              Officer)




/s/ William M. Gilfillan                    Executive Vice President and                November 24, 2003
---------------------------                 Chief Financial Officer
William M. Gilfillan                        (Principal Financial and
                                             Accounting Officer)




/s/ Richard T. Arkwright                    Chairman of the Board                       November 24, 2003
---------------------------
Richard T. Arkwright




/s/ Hon. Guy J. Mangano                     Director                                    November 24, 2003
---------------------------
Hon. Guy J. Mangano


<page>


/s/ Thomas M. DeMartino                     Director                                    November 24, 2003
---------------------------
Thomas M. DeMartino


/s/ George M. Spanakos                      Director                                    November 24, 2003
---------------------------
George M. Spanakos

</TABLE>




<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description

4    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4 to
     the Registration  Statement on Form SB-2  (Commission File No.  333-90828),
     originally  filed by the Company under the  Securities Act of 1933 with the
     Commission  on June 20, 2002,  and all  amendments or reports filed for the
     purpose of updating such description).

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

10   Atlantic Liberty Financial Corp. 2003 Incentive Stock Benefit Plan*

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

23.2 Consent of Radics & Co., LLC.

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

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

*    Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's  November 19, 2003 special meeting of stockholders,  filed by the
     Company with the Commission on October 14, 2003.






<PAGE>



                                    Exhibit 5

<PAGE>



                  [LETTERHEAD OF LUSE GORMAN POMERENK & SCHICK]


(202) 274-2000

November 24, 2003

Board of Directors
Atlantic Liberty Financial Corp.
186 Montague Street
Brooklyn, New York 11201

                  Re:      Atlantic Liberty Financial Corp.
                           Registration Statement on Form S-8

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the registration of common stock, par value $0.01 per share (the
"Common  Stock"),  of Atlantic  Liberty  Financial Corp. (the "Company")  issued
pursuant to the Atlantic  Liberty  Financial  Corp. 2003 Incentive Stock Benefit
Plan (the "Plan").

     In rendering the opinion expressed herein, we have reviewed the Certificate
of Incorporation of the Company, the Plan, the Company's  Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing  the  Company.   We  have  assumed  the  authenticity,   accuracy  and
completeness of all documents in connection with the opinion  expressed  herein.
We have also assumed the legal  capacity and  genuineness  of the  signatures of
persons  signing all documents in connection  with which the opinions  expressed
herein are rendered.

     Based on the foregoing, we are of the following opinion:

     At the time of  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and  conditions of the Plan,
will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,



                                            /s/ Luse Gorman Pomerenk & Schick
                                            Luse Gorman Pomerenk & Schick,
                                            A Professional Corporation



<PAGE>


                                  Exhibit 23.2

<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Atlantic Liberty Financial Corp.

We consent to the incorporation by reference of our report, dated April 28, 2003
with respect to the March 31, 2003 consolidated financial statements of Atlantic
Liberty  Financial Corp.  included in the annual report on Form 10-KSB,  in this
Registration  Statement  (No.  333-90828) on Form S-8 pertaining to the Atlantic
Liberty Financial Corp. 2003 Incentive Stock Benefit Plan.



/s/ Radics & Co.
Radics & Co.

Pine Brook, New Jersey
November 24, 2003
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Registration No. 333-______

  As filed with the Securities and Exchange Commission on November 26, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        Atlantic Liberty Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                       16-1615014
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                               186 Montague Street
                            Brooklyn, New York 11201
                    (Address of Principal Executive Offices)

                                Barry M. Donohue
                               186 Montague Street
                            Brooklyn, New York 11201
                     (Name and Address of Agent for Service)

                        Atlantic Liberty Financial Corp.
                        2003 Incentive Stock Benefit Plan
                            (Full Title of the Plan)

                                   Copies to:

          Barry M. Donohue                            Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
  Atlantic Liberty Financial Corp.          5335 Wisconsin Ave., N.W., Suite 400
         186 Montague Street                       Washington, D.C. 20015
      Brooklyn, New York 11201                        (202) 274-2000
           (718) 855-3555
        (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. :
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
--------------------------------------------------------------------------------------------------------------------
Common stock,  par value $0.01 per share 256,648(3)    $19.50(2)           $5,004,636               $425.00
--------------------------------------------------------------------------------------------------------------------
-----------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Atlantic Liberty Financial Corp. 2003 Incentive Stock Benefit Plan (the
     "Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend  or
     similar  adjustment  of the  outstanding  common stock of Atlantic  Liberty
     Financial Corp. pursuant to 17 C.F.R. Section 230.416(a).
(2)  Determined  by  reference  to the fair market  value of the common stock on
     November 24, 2003, pursuant to 17 C.F.R. Section 230.457(c).
(3)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the Stock Benefit Plan for any future stock awards or stock
     options.

     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.

PART I.

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

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Benefit 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  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

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

     a) The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
March 31, 2003  (Commission  File No.  000-49967),  filed with the Commission on
June 27, 2003  pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     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 Annual  Report on Form  10-KSB  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 August 12, 2003
(Commission File No. 000-49967).

                                       2
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
Annual Report on Form 10-KSB 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 Annual Report on Form 10-KSB.

     The Company shall furnish  without charge to each person to whom the Annual
Report 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 William
M. Gilfillan,  Chief Financial  Officer,  Atlantic Liberty  Financial Corp., 186
Montague Street, Brooklyn, New York, telephone number (718) 855-3555.

     All  information  appearing in this  Registration  Statement and the Annual
Report on Form 10-KSB 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

         None.

Item 6.  Indemnification of Directors and Officers

     Articles TENTH and ELEVENTH of the Certificate of Incorporation of Atlantic
Liberty  Financial  Corp. (for purposes of this Item 6, the  "Corporation")  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.

                                       3
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  an  "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,  service 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  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
                                       4
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
 Exhibit Number             Document                    or Exhibit No. attached
                                                                 hereto

  4      Form of Common Stock Certificate                                      *

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

  10     Atlantic Liberty Financial Corp. 2003 Incentive Stock Benefit Plan   **

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

  23.2   Consent of  Radics & Co., LLC                              Exhibit 23.2

  24     Power of Attorney                           Contained on Signature Page

* Incorporated by reference to Exhibit 4 to the  Registration  Statement on Form
SB-2 (Commission File No. 333-90828),  originally filed by the Company under the
Securities  Act of 1933 with the Commission on June 20, 2002, and all amendments
or reports filed for the purpose of updating such description.

** Incorporated  by reference to the Company's  Proxy Statement  relating to the
Company's  November  19,  2003  special  meeting of  stockholders,  filed by the
Company with the Commission on October 14, 2003.

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;

                                       5
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  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 Brooklyn, New York, on this 24th day
of November, 2003.

                                            ATLANTIC LIBERTY FINANCIAL CORP.

                                            By:  /s/ Barry M. Donohue
                                                 --------------------------
                                                 Barry  M. Donohue
                                                 President and
                                                 Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Atlantic  Liberty  Financial
Corp. (the "Company")  hereby severally  constitute and appoint Barry M. Donohue
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Barry M. Donohue 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 common stock underlying the
Atlantic  Liberty  Financial Corp. 2003 Incentive Stock Benefit Plan,  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 Barry M. Donohue 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/ Barry M. Donohue                        President and Chief Executive               November 24, 2003
---------------------------                 Officer (Principal Executive
Barry M. Donohue                              Officer)

/s/ William M. Gilfillan                    Executive Vice President and                November 24, 2003
---------------------------                 Chief Financial Officer
William M. Gilfillan                        (Principal Financial and
                                             Accounting Officer)

/s/ Richard T. Arkwright                    Chairman of the Board                       November 24, 2003
---------------------------
Richard T. Arkwright

/s/ Hon. Guy J. Mangano                     Director                                    November 24, 2003
---------------------------
Hon. Guy J. Mangano
/s/ Thomas M. DeMartino                     Director                                    November 24, 2003
---------------------------
Thomas M. DeMartino

/s/ George M. Spanakos                      Director                                    November 24, 2003
---------------------------
George M. Spanakos
EXHIBIT INDEX

Exhibit Number             Description

4    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4 to
     the Registration  Statement on Form SB-2  (Commission File No.  333-90828),
     originally  filed by the Company under the  Securities Act of 1933 with the
     Commission  on June 20, 2002,  and all  amendments or reports filed for the
     purpose of updating such description).

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

10   Atlantic Liberty Financial Corp. 2003 Incentive Stock Benefit Plan*

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

23.2 Consent of Radics & Co., LLC.

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

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

*    Incorporated by reference to the Company's Proxy Statement  relating to the
     Company's  November 19, 2003 special meeting of stockholders,  filed by the
     Company with the Commission on October 14, 2003.
Exhibit 5
[LETTERHEAD OF LUSE GORMAN POMERENK & SCHICK]

(202) 274-2000

November 24, 2003

Board of Directors
Atlantic Liberty Financial Corp.
186 Montague Street
Brooklyn, New York 11201

                  Re:      Atlantic Liberty Financial Corp.
                           Registration Statement on Form S-8

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the registration of common stock, par value $0.01 per share (the
"Common  Stock"),  of Atlantic  Liberty  Financial Corp. (the "Company")  issued
pursuant to the Atlantic  Liberty  Financial  Corp. 2003 Incentive Stock Benefit
Plan (the "Plan").

     In rendering the opinion expressed herein, we have reviewed the Certificate
of Incorporation of the Company, the Plan, the Company's  Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing  the  Company.   We  have  assumed  the  authenticity,   accuracy  and
completeness of all documents in connection with the opinion  expressed  herein.
We have also assumed the legal  capacity and  genuineness  of the  signatures of
persons  signing all documents in connection  with which the opinions  expressed
herein are rendered.

     Based on the foregoing, we are of the following opinion:

     At the time of  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and  conditions of the Plan,
will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                            Very truly yours,

                                            /s/ Luse Gorman Pomerenk & Schick
                                            Luse Gorman Pomerenk & Schick,
                                            A Professional Corporation
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Atlantic Liberty Financial Corp.

We consent to the incorporation by reference of our report, dated April 28, 2003
with respect to the March 31, 2003 consolidated financial statements of Atlantic
Liberty  Financial Corp.  included in the annual report on Form 10-KSB,  in this
Registration  Statement  (No.  333-90828) on Form S-8 pertaining to the Atlantic
Liberty Financial Corp. 2003 Incentive Stock Benefit Plan.

/s/ Radics & Co.
Radics & Co.

Pine Brook, New Jersey
November 24, 2003