As filed with the Securities and Exchange Commission on August 30, 1999
                             Registration No. 333-63971

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           LONG ISLAND FINANCIAL CORP.
             (Exact Name of Registrant as Specified in its Charter)
                  Delaware                           6035
                -------------                    -------------
          (State of Incorporation)       (Primary Standard Classification
                                                  Code Number)

                                  11-3453684
                      ---------------------------------
                      (IRS Employer Identification No.)


                               One Suffolk Square
                            Islandia, New York 11722
                                 (516) 348-0888
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

               LONG ISLAND FINANCIAL CORP. 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                                 Copies to:
Douglas C. Manditch                              George W. Murphy, Jr., Esq.
President and Chief Executive Officer            Suzanne A. Walker, Esq.
Long Island Financial Corp.                      Muldoon, Murphy & Faucette LLP
One Suffolk Square                               5101 Wisconsin Avenue, N.W.
Islandia, New York 11722                         Washington, D.C.  20016
(516) 348-0888                                   (202) 362-0840
(Name, Address and Telephone Number
 of Agent for Service)




                         CALCULATION OF REGISTRATION FEE
================================================================================
*     Title of Class of       *    Proposed Amount    *     Proposed Purchase *
* Securities to be Registered *   to be Registered(1) *     Price Per Share(2)*
  ---------------------------   ---------------------   ----------------------
  Common Stock, $.01 par     -     175,000 shares (3) -        $12.32357 (4)
            value

================================================================================
          *     Estimated Aggregate      *       Amount of       *
          *     Offering Price (2)      *    Registration Fee   *
              -----------------------      -------------------
                 $2,156,625                      $599.54
================================================================================

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 Long Island Financial Corp. 1998 Stock Option Plan (the "1998 Plan") as
     the result of a stock split,  stock  dividend or similar  adjustment of the
     outstanding  common  stock of Long Island  Financial  Corp.  pursuant to 17
     C.F.R. section. 230.416(a).
2    Estimated solely for purposes of calculating the registration fee.
3    Pursuant to 17 C.F.R. section  230.4457(h)(1),  represents the total number
     of shares subject to options under the 1998 Plan prior to any adjustment as
     permitted under the 1998 Plan.
4    Weighted  average  purchase price  determined by a purchase price of $12.50
     per share at which  options  for 113,250  shares have been  granted to date
     under the 1998 Plan,  and by $741,000  the market value of the Common Stock
     on August 25, 1999 as  determined by the last  transaction  price quoted on
     the Nasdaq Stock Market as reported in the Wall Street Journal, for 61,750
     shares for which options have not yet been granted under the 1998 Plan.



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

Number of Pages 26
Exhibit Index begins on Page 8


<PAGE>

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 & 2. The documents containing the information for the 1998 Plan required
by  Part  I of  the  registration  statement  will  be  sent  or  given  to  the
participants in the 1998 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Certain Documents by Reference

              The  following  documents  filed or to be  filed  with the SEC are
incorporated by reference in this registration statement:

       (a)    The Annual Report on Form 10-K of Long Island  Financial Corp.
(the "Company" or the "Registrant") for the fiscal year ended December 31, 1998,
which  includes  the balance  sheets of the Company as of December  31, 1998 and
1997, and the related  statements of earnings,  changes in stockholders'  equity
and cash flows for each of the years in the three-year period ended December 31,
1998,  together with the related  notes and the report of KPMG LLP,  independent
auditors,  dated  January 22, 1999 filed with the SEC on April 1, 1999 (File No.
000-29826).

       (b)    The Form 10-Q of the Company  for the quarter  ended March 31,
1999, filed with the SEC on May 18, 1999 (File No. 000-29826).

       (c)    The Form 10-Q of the Company  for the  quarter  ended June 30,
1999, filed with the SEC on August 16, 1999 (File No. 000-29826).

       (d)    The Form 8-K12G3 of the Company, filed with the SEC on January 29,
              1999 (File No. 000-29826).

       (e)    The Form 8-K of the Company, filed with the SEC on April 30, 1999
              (File No. 000-29826).

       (f)    All  documents  filed by the  Registrant  pursuant  to Section
13(a) and (c), 14 or 15(d) of the  Exchange  Act after the date hereof and prior
to the filing of a  post-effective  amendment  which  deregisters all securities
then remaining unsold.

               Any statement contained in this Registration  Statement,  or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein,  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.





                                                         2

<PAGE>




Item 4.       Description of Securities

              The  common  stock  to be  offered  pursuant  to the Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the common stock is not required herein.

Item 5.       Interests of Named Experts and Counsel

              The  validity of the common stock  offered  hereby has been passed
upon by the firm of Muldoon,  Murphy & Faucette LLP,  Washington,  D.C., for the
Registrant.

Item 6.       Indemnification of Directors and Officers.

              Directors and officers of the Registrant are  indemnified and held
harmless  against  liability to the fullest  extent  permissible  by the General
Corporation  Law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently exists.

              In  accordance  with the General  Corporation  Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware  Code),  Articles 10 and 11
of the Registrant's Certificate of Incorporation provide as follows:

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,  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 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 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
expenses 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.



                                                         4

<PAGE>



E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate 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.




                                                         5

<PAGE>





Item 8.       Exhibits.

       The following  exhibits are filed with or  incorporated by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

       (a)    List of Exhibits (filed herewith unless otherwise noted)

       3.1    Certificate of Incorporation of the Registrant.1
       3.2    Bylaws of the Registrant.1
       4      Long Island Financial Corp. 1998 Stock Option Plan
       5      Opinion of Muldoon,  Murphy & Faucette  LLP as to the  legality of
              the Common Stock registered hereby.
       23.1   Consent of KPMG LLP
       24     Powers of Attorney (contained on the signature pages).
-----------------------

       1      Incorporated  herein by  reference  to Exhibits  contained  in the
              Registration Statement on Form S-4 (SEC No. 333-63971) filed with
              the SEC on September 22, 1998.


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
              unless the  information  required by (i) and (ii) is  contained in
              periodic reports filed by the Registrant pursuant to Section 13 or
              15(d) of the Exchange Act that are  incorporated by reference into
              this registration statement:

              (i)    To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

              (ii)   To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement; and

              (iii)  To include any  material  information  with  respect to the
                     plan  of  distribution  not  previously  disclosed  in  the
                     registration  statement  or any  material  change  to  such
                     information in the registration statement.




                                                         6

<PAGE>



       (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; and

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

       (4)    That,  for  purposes  of  determining   any  liability  under  the
              Securities  Act,  each filing of the  Registrant's  annual  report
              pursuant  to Section  13(a) or 15(d) of the  Exchange  Act 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.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.




                                                         7

<PAGE>

                                  Exhibit Index
                                 ---------------


Exhibit 4                   Long Island Financial Corp. 1998 Stock Option Plan

Exhibit 5                   Opinion of Muldoon, Murphy & Faucette LLP as to the
                            legality of the common stock registered hereby

Exhibit23.1                 Independent Auditors' Consent




                                                         8


<PAGE>

                                   SIGNATURES

         The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Long Island Financial Corp.  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Islandia, State of New York, on August
27, 1999.

                           LONG ISLAND FINANCIAL CORP.


                    By:  /s/ Douglas C. Manditch
                        -----------------------------
                        Douglas C. Manditch
                        President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Manditch) constitutes and appoints Douglas C. Manditch and
Mr. Manditch hereby  constitutes and appoints Perry B. Duryea,  Jr., as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


      Name                   Title                                   Date
     ------                 -------                                 ------

/s/ Douglas C. Manditch
-----------------------     President and Chief                  August 27, 1999
Douglas C. Manditch         Executive Officer
                            (principal executive officer)







<PAGE>


/s/ Thomas Buonaiuto
-----------------------     Executive Vice President,            August 27, 1999
Thomas Buonaiuto            Chief Financial Officer
                            (principal accounting and
                            financial officer)

/s/ Perry B. Duryea, Jr.
-----------------------
Perry B. Duryea, Jr.        Chairman of the Board                August 27, 1999



/s/ Roy M. Kern, Sr.
-----------------------
Roy M. Kern, Sr.            Vice Chairman of the Board           August 27, 1999


/s/ Harvey Auerbach
-----------------------
Harvey Auerbach             Director                             August 27, 1999


/s/ Frank J. Esposito
-----------------------
Frank J. Esposito           Director                             August 27, 1999


/s/ John L. Ciarelli
-----------------------
John L. Ciarelli            Director                             August 27, 1999


/s/ Donald Del Duca
-----------------------
Donald Del Duca             Director                             August 27, 1999


/s/ Waldemar Fernandez
-----------------------
Waldemar Fernandez          Director                             August 27, 1999








<PAGE>


/s/ Gordon A. Lenz
-----------------------
Gordon A. Lenz              Director                             August 27, 1999


/s/ Walter J. Mack, MD
-----------------------
Walter J. Mack, MD          Director                             August 27, 1999


/s/ Werner S. Neuburger
-----------------------
Werner S. Neuburger         Director                             August 27, 1999


/s/ Thomas F. Roberts, III
-----------------------
Thomas F. Roberts, III      Director                             August 27, 1999


/s/ Alfred Romito
-----------------------
Alfred Romito               Director                             August 27, 1999


/s/ Sally Ann Slacke
-----------------------
Sally Ann Slacke            Director                             August 27, 1999


/s/ John C. Tsunis
-----------------------
John C. Tsunis              Director                             August 27, 1999




<PAGE>



                                    Exhibit 4

               Long Island Financial Corp. 1998 Stock Option Plan




<PAGE>



                           LONG ISLAND FINANCIAL CORP.
                             1998 STOCK OPTION PLAN


1.    DEFINITIONS.

      (a) "Affiliate" means any "subsidiary corporation" of the Holding Company,
as such term is defined in Section 424(f) of the Code.

      (b) "Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options and Incentive Stock Options.

      (c) "Award Agreement" means an agreement evidencing and setting forth the
terms of an Award.

      (d) "Bank" means Long Island Commercial Bank.

      (e) "Board of  Directors"  means the board of  directors  of the  Holding
Company.

      (f)  "Change in  Control"  means an event of a nature  that:  (i) would be
required to be  reported in response to Item 1(a) of the current  report on Form
8-K,  as in effect on the date  hereof,  pursuant  to Section 13 or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act");  (ii) results
in a Change in Control  of the Bank or the  Company  within  the  meaning of the
Change in Bank  Control  Act and the Rules and  Regulations  promulgated  by the
Federal Deposit Insurance Corporation (the "FDIC") at 12 C.F.R. Section 303.4(a)
with  respect  to the Bank and the Board of  Governors  of the  Federal  Reserve
System ("FRB") at 12 C.F.R. Section 225.41(b) with respect to the Company, as in
effect on the date hereof,  but excluding  any such Change in Control  resulting
from the purchase of  securities  by the  Company's or the Bank's  tax-qualified
employee  benefit plans and trusts;  (iii)  results in a  transaction  requiring
prior FRB approval under the Bank Holding  Company Act of 1956, as amended,  and
the regulations  promulgated  thereunder by the FRB at 12 C.F.R. Section 225.11,
as in effect on the date hereof,  except for the  Company's  acquisition  of the
Bank and any  transaction  resulting  from the  purchase  of  securities  by the
Company's or the Bank's tax-qualified employee benefit plans and trusts; or (iv)
without limitation, such a Change in Control shall be deemed to have occurred at
such time as (a) any "person"  (as the term is used in Sections  13(d) and 14(d)
of the Exchange  Act) is or becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank
or the Company representing 20% more of the Bank's or the Company's  outstanding
securities  except for any  securities  of the Bank  purchased by the Company in
connection  with the  initial  conversion  of the Bank from mutual to stock form
(the  "Conversion") and any securities  purchased by the Company's or the Bank's
tax-qualified  employee  benefit  plans  and  trusts;  or  (b)  individuals  who
constitute  the Board on the date hereof (the  "Incumbent  Board") cease for any
reason to  constitute  at least a  majority  thereof,  provided  that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least  three-quarters  of the  directors  comprising  the Incumbent
Board,  or whose  nomination  for  election by the  Company's  stockholders  was
approved by the same  Nominating  Committee  serving  under an Incumbent  Board,
shall be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board, but excluding,  for this purpose,  any such person whose
initial  assumption  of office  occurs  as a result  of an actual or  threatened
election  contest  with respect to the election or removal of directors or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
person  other  than  the  Board;  or  (c)  a  plan  of  reorganization,  merger,
consolidation,  sale of all or  substantially  all the assets of the Bank or the
Company  or similar  transaction  occurs in which the Bank or Company is not the
resulting  entity;  or (d) a proxy  statement  shall be  distributed  soliciting
proxies  from  stockholders  of the Company,  by someone  other than the current
management  of  the  Company,   seeking  stockholder   approval  of  a  plan  of
reorganization,  merger  or  consolidation  of the  Company  or Bank or  similar
transaction  with one or more  corporations as a result of which the outstanding
shares of the class of securities  then subject to such plan or transaction  are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company; or (e) a tender offer is made for 20% or more of the voting
securities of the Bank or Company then outstanding.






                                                         1

<PAGE>



      (g) "Code" means the Internal Revenue Code of 1986, as amended.

      (h) "Committee" means the committee designated by the Board of Directors,
           pursuant to Section 2 of the Plan.

      (i) "Common  Stock"  means the Common  Stock of the Holding  Company,  par
           value, $.01 per share.

      (j) "Date of Grant" means the effective date of an Award.

      (k)  "Disability"  means any mental or physical  condition with respect to
which the Participant  qualifies for and receives benefits for under a long-term
disability  plan of the Holding  Company or an  Affiliate,  or in the absence of
such a long-term  disability  plan or coverage  under such a plan,  "Disability"
shall mean a physical or mental  condition  which, in the sole discretion of the
Committee,   is  reasonably  expected  to  be  of  indefinite  duration  and  to
substantially   prevent  the   Participant   from   fulfilling   his  duties  or
responsibilities to the Holding Company or an Affiliate.

      (l)  "Effective  Date"  means the date the Plan is adopted by the Board of
Directors  or ratified  by  shareholders,  as provided  for in Section 15 of the
Plan.

      (m)  "Employee"  means any person  employed by the  Holding  Company or an
Affiliate.  Directors  who are  employed by the Holding  Company or an Affiliate
shall be considered Employees under the Plan.

      (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (o) "Exercise Price" means the price at which a Participant may purchase a
share of Common Stock pursuant to an Option.

      (p) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:

                  (i)      If  the  Common  Stock  was  traded  on the  date  in
                           question  on The Nasdaq  Stock  Market  then the Fair
                           Market  Value shall be equal to the last  transaction
                           price  quoted  for  such  date  by The  Nasdaq  Stock
                           Market;

                  (ii)     If the Common Stock was traded on a stock exchange on
                           the date in  question,  then the  Fair  Market  Value
                           shall be equal to the closing  price  reported by the
                           applicable  composite  transactions  report  for such
                           date; and

                  (iii)    If neither of the foregoing provisions is applicable,
                           then the Fair Market Value shall be determined by the
                           Committee  in good  faith  on such  basis as it deems
                           appropriate.

      Whenever possible, the determination of Fair Market Value by the Committee
shall  be  based  on  the  prices  reported  in The  Wall  Street  Journal.  The
Committee's  determination  of Fair Market Value shall be conclusive and binding
on all persons.

      (q) "Holding Company" means Long Island Financial Corp.

      (r)   "Incentive   Stock  Option"  means  a  stock  option  granted  to  a
Participant,  pursuant  to Section 7 of the Plan,  that is  intended to meet the
requirements of Section 422 of the Code.

      (s)  "Non-Statutory  Stock  Option"  means a  stock  option  granted  to a
Participant  pursuant  to the terms of the Plan but which is not  intended to be
and is not  identified  as an Incentive  Stock Option or a stock option  granted
under the Plan which is intended to be and is identified  as an Incentive  Stock
Option but which does not meet the requirements of Section 422 of the Code.




                                                         2

<PAGE>



     (t)  "Option" means an Incentive Stock Option or Non-Statutory Stock
Option.

      (u)  "Outside  Director"  means a member of the Boards of Directors of the
Holding  Company or an  Affiliate  who is not also an  Employee  of the  Holding
Company or an Affiliate.

      (v) "Participant" means any person who holds an outstanding Award.

      (w) "Plan" means this Long Island Financial Corp. 1998 Stock Option Plan.

      (x) "Retirement" means retirement from employment with the Holding Company
or an  Affiliate  in  accordance  with the  retirement  policies  of the Holding
Company or Affiliate, as applicable,  then in effect.  "Retirement" with respect
to an  Outside  Director  means the  termination  of  service  from the Board of
Directors of the Holding Company and any Affiliate  following  written notice to
the Board of Directors of such Outside Director's intention to retire.

      (y)  "Termination  for  Cause"  shall  mean,  in the  case  of an  Outside
Director,  removal from the Board of  Directors  or, in the case of an Employee,
unless  defined  differently  under any  employment  agreement  with the Holding
Company or an Affiliate,  termination of employment,  because of a material loss
to the  Holding  Company  or an  Affiliate,  as  determined  by and in the  sole
discretion of the Board of Directors or its designee(s).

2.    ADMINISTRATION.

      (a) The Committee  shall  administer the Plan. The Committee shall consist
of two or more  disinterested  directors  of the Holding  Company,  who shall be
appointed by the Board of Directors. A member of the Board of Directors shall be
deemed to be  "disinterested"  only if he satisfies (i) such requirements as the
Securities  and Exchange  Commission  may establish for  non-employee  directors
administering  plans intended to qualify for exemption  under Rule 16b-3 (or its
successor)  under the  Exchange Act and (ii) such  requirements  as the Internal
Revenue Service may establish for outside  directors acting under plans intended
to qualify for exemption  under Section  162(m)(4)(C)  of the Code. The Board of
Directors  may also  appoint  one or more  separate  committees  of the Board of
Directors,  each composed of one or more directors of the Holding  Company or an
Affiliate who need not be disinterested  and who may grant Awards and administer
the Plan with respect to Employees and Outside  Directors who are not considered
officers or directors of the Holding  Company  under  Section 16 of the Exchange
Act or for whom Awards are not  intended to satisfy  the  provisions  of Section
162(m) of the Code.

      (b) The Committee shall (i) select the Employees and Outside Directors who
are to receive Awards under the Plan, (ii) determine the type,  number,  vesting
requirements  and other features and conditions of such Awards,  (iii) interpret
the Plan and (iv) make all other  decisions  relating  to the  operation  of the
Plan.  The Committee may adopt such rules or guidelines as it deems  appropriate
to implement the Plan. The  Committee's  determinations  under the Plan shall be
final and binding on all persons.

      (c)  Each  Award  shall  be  evidenced  by  a  written  agreement  ("Award
Agreement") containing such provisions as may be approved by the Committee. Each
Award Agreement shall  constitute a binding contract between the Holding Company
or an Affiliate and the Participant,  and every Participant,  upon acceptance of
the Award  Agreement,  shall be bound by the terms and  restrictions of the Plan
and  the  Award  Agreement.  The  terms  of each  Award  Agreement  shall  be in
accordance  with the Plan, but each Award  Agreement may include such additional
provisions  and  restrictions  determined by the Committee,  in its  discretion,
provided that such additional  provisions and  restrictions are not inconsistent
with the terms of the Plan. In particular and at a minimum,  the Committee shall
set  forth  in each  Award  Agreement  (i) the type of  Award  granted  (ii) the
Exercise  Price of any Option,  (iii) the number of shares subject to the Award;
(iv)  the  expiration  date  of the  Award,  (v)  the  manner,  time,  and  rate
(cumulative  or  otherwise)  of exercise or vesting of such Award,  and (vi) the
restrictions, if any, placed upon such Award, or upon shares which may be issued
upon  exercise  of such Award.  The  Chairman  of the  Committee  and such other
directors  and  officers  as shall be  designated  by the  Committee  is  hereby
authorized to execute Award  Agreements on behalf of the Company or an Affiliate
and to cause them to be delivered to the recipients of Awards.




                                                         3

<PAGE>



      (d) The Committee may delegate all authority for: (i) the determination of
forms of payment to be made by or received by the Plan and (ii) the execution of
any   Award   Agreement.   The   Committee   may   rely  on  the   descriptions,
representations,  reports and estimates  provided to it by the management of the
Holding  Company or an Affiliate for  determinations  to be made pursuant to the
Plan,  including the  satisfaction  of any  conditions  of a Performance  Award.
However,  only the  Committee  or a portion of the  Committee  may  certify  the
attainment  of any  conditions of a  Performance  Award  intended to satisfy the
requirements of Section 162(m) of the Code.

3.    TYPES OF AWARDS AND RELATED RIGHTS.

      The following Awards may be granted under the Plan:

      (a)         Non-Statutory Stock Options.
      (b)         Incentive Stock Options.

4.    STOCK SUBJECT TO THE PLAN.

      Subject to adjustment  as provided in Section 11 of the Plan,  the maximum
number of shares  reserved  hereby for  purchase  pursuant  to the  exercise  of
Options  granted  under the Plan is 175,000,  which  number shall not exceed ten
percent  (10%) of the  outstanding  shares of Common  Stock as of the  Effective
Date. The shares of Common Stock issued under the Plan may be either  authorized
but  unissued  shares or  authorized  shares  previously  issued and acquired or
reacquired  by the Trust or the Bank,  respectively.  To the extent that Options
are  granted  under  the  Plan,  the  shares  underlying  such  Options  will be
unavailable  for any other use  including  future  grants  under the Plan except
that,  to the extent  that such  Options  terminate,  expire,  or are  forfeited
without  having  been  exercised,  new Awards may be made with  respect to these
shares.

5.    ELIGIBILITY.

      Subject to the terms of the Plan,  all  Employees  and  Outside  Directors
shall be eligible to receive  Awards under the Plan. In addition,  the Committee
may grant  eligibility to consultants  and advisors of the Holding Company or an
Affiliate.

6.    NON-STATUTORY STOCK OPTIONS.

      The  Committee  may,  subject  to the  limitations  of this  Plan  and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant  Non-Statutory  Stock Options to eligible  individuals upon such
terms and conditions as it may determine to the extent such terms and conditions
are consistent with the following provisions:


      (a) Exercise  Price.  The Committee  shall determine the Exercise Price of
each Non-Statutory Stock Option.  However,  the Exercise Price shall not be less
than 100% of the Fair Market Value of the Common Stock on the Date of Grant.

      (b) Terms of  Non-statutory  Stock Options.  The Committee shall determine
the term during which a Participant may exercise a  Non-Statutory  Stock Option,
but in no event may a Participant  exercise a  Non-Statutory  Stock  Option,  in
whole or in part, more than ten (10) years from the Date of Grant. The Committee
shall also determine the date on which each  Non-Statutory  Stock Option, or any
part  thereof,   first  becomes  exercisable  and  any  terms  or  conditions  a
Participant must satisfy in order to exercise each  Non-Statutory  Stock Option.
The shares of Common Stock  underlying  each  Non-Statutory  Stock Option may be
purchased in whole or in part by the  Participant at any time during the term of
such Non-Statutory Stock Option, or any portion thereof, becomes exercisable.

      (c)  Non-Transferability.  Unless otherwise determined by the Committee in
accordance  with this Section  6(c), a  Participant  may not  transfer,  assign,
hypothecate,  or  dispose  of in any  manner,  other than by will or the laws of
intestate succession,  a Non-Statutory Stock Option. The Committee may, however,
in its sole discretion,  permit transferability or assignment of a Non-Statutory
Stock Option if such transfer or assignment is, in its sole determination,



                                                         4

<PAGE>

for valid estate planning  purposes and such transfer or assignment is permitted
under the Code and Rule 16b-3  under the  Exchange  Act.  For  purposes  of this
Section 6(c), a transfer for valid estate planning purposes includes, but is not
limited  to:  (a) a transfer  to a  revocable  intervivos  trust as to which the
Participant  is  both  the  settlor  and  trustee,  or  (b) a  transfer  for  no
consideration to: (i) any member of the Participant's Immediate Family, (ii) any
trust solely for the benefit of members of the  Participant's  Immediate Family,
(iii) any  partnership  whose only  partners  are  members of the  Participant's
Immediate Family, and (iv) any limited liability corporation or corporate entity
whose only members or equity owners are members of the  Participant's  Immediate
Family. For purposes of this Section 6(c),  "Immediate Family" includes,  but is
not  necessarily  limited to, a  Participant's  parents,  grandparents,  spouse,
children,  grandchildren,  siblings  (including  half bothers and sisters),  and
individuals  who are  family  members by  adoption.  Nothing  contained  in this
Section 6(c) shall be construed to require the Committee to give its approval to
any transfer or assignment of any Non-Statutory Stock Option or portion thereof,
and  approval to transfer or assign any  Non-Statutory  Stock  Option or portion
thereof does not mean that such approval will be given with respect to any other
Non-Statutory Stock Option or portion thereof. The transferee or assignee of any
Non-Statutory  Stock Option shall be subject to all of the terms and  conditions
applicable to such Non-Statutory  Stock Option immediately prior to the transfer
or  assignment  and shall be subject to any other  conditions  proscribed by the
Committee with respect to such Non-Statutory Stock Option.

      (d)  Termination  of Employment  or Service  (General).  Unless  otherwise
determined by the Committee,  upon the termination of a Participant's employment
or other service for any reason other than  Retirement,  Disability or death,  a
Change in Control,  or Termination for Cause,  the Participant may exercise only
those  Non-Statutory  Stock  Options that were  immediately  exercisable  by the
Participant  at the date of such  termination  and only for a period  of one (1)
year following the date of such termination.

      (e) Termination of Employment or Service  (Retirement).  Unless  otherwise
determined by the Committee,  in the event of a  Participant's  Retirement,  the
Participant's  may exercise  only those  Non-Statutory  Stock  Options that were
immediately  exercisable  by the  Participant at the date of Retirement and only
for a period of one (1) year following the date of Retirement.

      (f)  Termination of Employment or Service  (Disability  or death).  Unless
otherwise  determined by the  Committee,  in the event of the  termination  of a
Participant's  employment  or other  service  due to  Disability  or death,  all
Non-Statutory  Stock Options held by such Participant shall  immediately  become
exercisable and remain  exercisable for a period one (1) year following the date
of such termination.

      (g)  Termination  of  Employment  or Service  (Change in Control).  Unless
otherwise  determined by the  Committee,  in the event of the  termination  of a
Participant's  employment or service within  twenty-four (24) months of a Change
in Control,  all  Non-Statutory  Stock  Options held by such  Participant  shall
immediately  become  exercisable and remain  exercisable for a period of one (1)
year following the date of such termination.

      (h) Termination of Employment or Service  (Termination for Cause).  Unless
otherwise  determined  by  the  Committee,  in  the  event  of  a  Participant's
Termination  for  Cause,  all rights  with  respect  to the  Participant's  Non-
Statutory Stock Options shall expire immediately upon the effective date of such
Termination for Cause.

      (i)  Payment.  Payment  due  to  a  Participant  upon  the  exercise  of a
Non-Statutory Stock Option shall be made in the form of shares of Common Stock.


7.    INCENTIVE STOCK OPTIONS.

      The  Committee  may,  subject  to the  limitations  of the  Plan  and  the
availability  of shares of Common Stock reserved but unawarded  under this Plan,
grant  Incentive  Stock Options to an Employee upon such terms and conditions as
it may determine to the extent such terms and conditions are consistent with the
following provisions:

      (a) Exercise Price.  The Committee shall determine the Exercise Price of
each Incentive Stock Option. However, the Exercise Price shall not be less than
100% of the Fair Market Value of the Common Stock on the Date

                                                         5

<PAGE>
of Grant;  provided,  however,  that if at the time an Incentive Stock Option is
granted,  the Employee owns or is treated as owning, for purposes of Section 422
of the Code,  Common  Stock  representing  more  than 10% of the total  combined
voting securities of the Holding Company ("10% Owner"), the Exercise Price shall
not be less than 110% of the Fair Market  Value of the Common  Stock on the Date
of Grant.

      (b) Amounts of Incentive  Stock Options.  To the extent the aggregate Fair
Market  Value of shares of Common Stock with  respect to which  Incentive  Stock
Options  that are  exercisable  for the first  time by an  Employee  during  any
calendar  year under the Plan and any other  stock  option  plan of the  Holding
Company  or an  Affiliate  exceeds  $100,000,  or such  higher  value  as may be
permitted  under  Section 422 of the Code,  such Options in excess of such limit
shall be treated as  Non-Statutory  Stock  Options.  Fair Market  Value shall be
determined  as of the Date of Grant with  respect to each such  Incentive  Stock
Option.

      (c) Terms of Incentive  Stock Options.  The Committee  shall determine the
term during which a Participant may exercise an Incentive  Stock Option,  but in
no event may a Participant  exercise an Incentive  Stock Option,  in whole or in
part, more than ten (10) years from the Date of Grant;  provided,  however, that
if at the time an Incentive  Stock Option is granted to an Employee who is a 10%
Owner,  the  Incentive  Stock  Option  granted  to such  Employee  shall  not be
exercisable  after the expiration of five (5) years from the Date of Grant.  The
Committee shall also determine the date on which each Incentive Stock Option, or
any part  thereof,  first  becomes  exercisable  and any terms or  conditions  a
Participant  must satisfy in order to exercise each Incentive Stock Option.  The
shares of Common Stock  underlying  each Incentive Stock Option may be purchased
in whole or in part at any time during the term of such  Incentive  Stock Option
after such Option becomes exercisable.

      (d)  Non-Transferability.  No Incentive Stock Option shall be transferable
except  by will or the laws of  descent  and  distribution  and is  exercisable,
during his  lifetime,  only by the  Employee  to whom the  Committee  grants the
Incentive Stock Option.  The designation of a beneficiary  does not constitute a
transfer of an Incentive Stock Option.

      (e) Termination of Employment  (General).  Unless otherwise  determined by
the  Committee,  upon the  termination  of a  Participant's  employment or other
service for any reason other than  Retirement,  Disability or death, a Change in
Control,  or  Termination  for Cause,  the  Participant  may exercise only those
Incentive Stock Options that were immediately  exercisable by the Participant at
the date of such termination and only for a period of three (3) months following
the date of such termination.

      (f) Termination of Employment (Retirement). Unless otherwise determined by
the Committee, in the event of a Participant's  Retirement,  the Participant may
exercise only those Incentive Stock Options that were immediately exercisable by
the  Participant at the date of Retirement and only for a period of one (1) year
following  the  date of  Retirement.  Any  Option  originally  designated  as an
Incentive Stock Option shall be treated as a Non-Statutory  Stock Options to the
extent  the  Participant  exercises  such  Option  more than  three  (3)  months
following the Date of the Participant's Retirement.

      (g)  Termination  of Employment  (Disability or Death).  Unless  otherwise
determined by the Committee,  in the event of the termination of a Participant's
employment  or other service due to  Disability  or death,  all Incentive  Stock
Options held by such Participant shall immediately become exercisable and remain
exercisable for a period one (1) year following the date of such termination.

      (h)  Termination  of  Employment  (Change in  Control).  Unless  otherwise
determined by the Committee,  in the event of the termination of a Participant's
employment or service within twenty-four (24) months of a Change in Control, all
Incentive  Stock  Options  held by such  Participant  shall  become  immediately
exercisable  and remain  exercisable  for a period of one (1) year following the
date of such termination.

      (i) Termination of Employment  (Termination  for Cause).  Unless otherwise
determined  by the  Committee,  in the event of an  Employee's  Termination  for
Cause,  all rights under such  Employee's  Incentive  Stock Options shall expire
immediately upon the effective date of such Termination for Cause.




                                                         6

<PAGE>
      (j)  Payment.  Payment  due  to a  Participant  upon  the  exercise  of an
Incentive Stock Option shall be made in the form of shares of Common Stock.

      (k)  Disqualifying  Dispositions.  Each Award Agreement with respect to an
Incentive  Stock Option shall require the Participant to notify the Committee of
any  disposition  of shares of Common Stock  issued  pursuant to the exercise of
such Option  under the  circumstances  described  in Section  421(b) of the Code
(relating  to  certain  disqualifying  dispositions),  within  10  days  of such
disposition.

8.     METHOD OF EXERCISE OF OPTIONS.

      Subject to any applicable Award Agreement,  any Option may be exercised by
the  Participant in whole or in part at such time or times,  and the Participant
may make payment of the Exercise Price in such form or forms, including, without
limitation,  payment by delivery of cash,  Common  Stock or other  consideration
(including,  where  permitted by law and the  Committee,  Awards)  having a Fair
Market Value on the exercise date equal to the total Exercise  Price,  or by any
combination of cash, shares of Common Stock and other  consideration,  including
exercise  by  means  of  a  cashless  exercise  arrangement  with  a  qualifying
broker-dealer or a constructive  stock swap, as the Committee may specify in the
applicable Award Agreement.

9.    RIGHTS OF PARTICIPANTS.

      No Participant  shall have any rights as a shareholder with respect to any
shares of Common  Stock  covered by an Option  until the date of  issuance  of a
stock  certificate  for such Common Stock.  Nothing  contained  herein or in any
Award  Agreement  confers on any person any right to  continue  in the employ or
service of the Holding Company or an Affiliate or interferes in any way with the
right of the  Holding  Company or an  Affiliate  to  terminate  a  Participant's
services.

10.   DESIGNATION OF BENEFICIARY.

      A Participant  may, with the consent of the Committee,  designate a person
or persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.

11.   DILUTION AND OTHER ADJUSTMENTS.

      In the event of any change in the  outstanding  shares of Common  Stock by
reason of any stock dividend or split, recapitalization,  merger, consolidation,
spin-off,  reorganization,  combination or exchange of shares,  or other similar
corporate  change,  or other increase or decrease in such shares without receipt
or  payment  of  consideration  by  the  Holding  Company,  or in the  event  an
extraordinary  capital  distribution  is  made,  the  Committee  may  make  such
adjustments to previously  granted Awards, to prevent dilution,  diminution,  or
enlargement  of the  rights  of  the  Participant,  including  any or all of the
following:

      (a)         adjustments  in the  aggregate  number  or kind of  shares  of
                  Common  Stock or other  securities  that may  underlie  future
                  Awards under the Plan;

      (b)         adjustments  in the  aggregate  number  or kind of  shares  of
                  Common Stock or other  securities  underlying  Awards  already
                  made under the Plan;

      (c)         adjustments  in the Exercise  Price of  outstanding  Incentive
                  and/or  Non-statutory  Stock  Options,  or any Limited  Rights
                  attached to such Options.

No such  adjustments  may,  however,  materially  change  the value of  benefits
available to a Participant  under a previously  granted Award.  All Awards under
this Plan  shall be  binding  upon any  successors  or  assigns  of the  Holding
Company.


                                                         7

<PAGE>
12.   TAX WITHHOLDING.

      (a)  Whenever  under this Plan,  cash or shares of Common  Stock are to be
delivered  upon  exercise of an Award or any other event with  respect to rights
and  benefits  hereunder,  the  Committee  shall be  entitled  to  require  as a
condition of delivery (i) that the  Participant  remit an amount  sufficient  to
satisfy all federal,  state,  and local  withholding  tax  requirements  related
thereto, (ii) that the withholding of such sums come from compensation otherwise
due to the Participant or from any shares of Common Stock due to the Participant
under this Plan or (iii) any  combination  of the foregoing  provided,  however,
that no amount shall be withheld from any cash payment or shares of Common Stock
relating to an Award which was transferred by the Participant in accordance with
this Plan.

      (b) If any  disqualifying  disposition  described  in Section 7(k) is made
with respect to shares of Common Stock acquired under an Incentive  Stock Option
granted  pursuant to this Plan,  or any  transfer  described  in Section 6(c) is
made,  or any election  described in Section 13 is made,  then the person making
such disqualifying disposition, transfer, or election shall remit to the Holding
Company or its  Affiliates an amount  sufficient to satisfy all federal,  state,
and local withholding  taxes thereby  incurred;  provided that, in lieu of or in
addition to the foregoing,  the Holding Company or its Affiliates shall have the
right to withhold such sums from compensation  otherwise due to the Participant,
or, except in the case of any transfer pursuant to Section 6(c), from any shares
of Common Stock due to the Participant under this Plan.

13.   NOTIFICATION UNDER SECTION 83(b).

      The  Committee  may,  on the Date of Grant or any later  date,  prohibit a
Participant  from making the election  described below. If the Committee has not
prohibited  such  Participant  from making such  election,  and the  Participant
shall, in connection with the exercise of any Option,  or the grant of any Stock
Award,  make the election  permitted  under Section 83(b) of the Code (i.e.,  an
election to include in such  Participant's  gross income in the year of transfer
the amounts  specified in Section  83(b) of the Code),  such  Participant  shall
notify the  Committee of such  election  within 10 days of filing  notice of the
election  with the  Internal  Revenue  Service,  in  addition  to any filing and
notification  required  pursuant to  regulations  issued under the  authority of
Section 83(b) of the Code.

14.   AMENDMENT OF THE PLAN AND AWARDS.

      (a) Except as provided in  paragraph  (c) of this Section 14, the Board of
Directors  may at any time,  and from time to time,  modify or amend the Plan in
any respect,  prospectively or retroactively;  provided however, that provisions
governing  grants of Incentive  Stock Options shall be submitted for shareholder
approval to the extent required by such law or regulation.  Failure to ratify or
approve  amendments or modifications by shareholders  shall be effective only as
to the specific  amendment or modification  requiring such  ratification.  Other
provisions  of  this  Plan  will  remain  in  full  force  and  effect.  No such
termination,  modification  or amendment  may  adversely  affect the rights of a
Participant  under an outstanding  Award without the written  permission of such
Participant.

      (b) Except as provided in paragraph  (c) of this Section 14, the Committee
may  amend  any  Award  Agreement,  prospectively  or  retroactively;  provided,
however,  that no such  amendment  shall  adversely  affect  the  rights  of any
Participant  under an  outstanding  Award  without the  written  consent of such
Participant.

      (c) In no event shall the Board of  Directors  amend the Plan or shall the
Committee amend an Award Agreement in any manner that has the effect of:

                  (i) Allowing  any Option to be granted with an exercise  below
                  the  Fair  Market  Value  of the  Common  Stock on the Date of
                  Grant.

                  (ii)  Allowing  the  exercise  price of any Option  previously
                  granted under the Plan to be reduced subsequent to the Date of
                  Award.

      (d)         Notwithstanding anything in this Plan or any Award Agreement
 to the contrary, if any Award or


                                                         8

<PAGE>
right under this Plan would cause a transaction  to be ineligible for pooling of
interest  accounting  that would,  but for such Award or right,  be eligible for
such accounting treatment, the Committee may modify or adjust the Award or right
so that pooling of interest accounting is available.

15.   EFFECTIVE DATE OF PLAN.

      The Plan shall become effective upon ratification by the Holding Company's
shareholders  or, if not so  ratified,  as of the date  adopted  by the Board of
Directors. The failure to obtain shareholder ratification for such purposes will
not  effect  the  validity  of the Plan and any  Awards  made  under  the  Plan;
provided,  however,  that  if  the  Plan  is not  ratified  by  stockholders  in
accordance with IRS regulations, the Plan shall remain in full force and effect,
unless  terminated  by the Board of Directors,  and any Incentive  Stock Options
granted under the Plan shall be deemed to be Non-Statutory Stock Options and any
Award  intended to comply with Section  162(m) of the Code shall not comply with
Section 162(m) of the Code.

16.   TERMINATION OF THE PLAN.

      The right to grant Awards under the Plan will  terminate  upon the earlier
of: (i) ten (10) years  after the  Effective  Date;  or (ii) the  issuance  of a
number  of shares of  Common  Stock  pursuant  to the  exercise  of  Options  is
equivalent to the maximum number of shares  reserved under the Plan as set forth
in  Section  4 hereof.  The  Board of  Directors  has the  right to  suspend  or
terminate the Plan at any time,  provided that no such action will,  without the
consent of a Participant, adversely affect a Participant's vested rights under a
previously granted Award.

17.   APPLICABLE LAW.

      The Plan will be  administered in accordance with the laws of the state of
Delaware and applicable federal law.




                                                         9

<PAGE>



                                    Exhibit 5

                    Opinion of Muldoon, Murphy & Faucette LLP
            as to the legality of the Common Stock registered hereby











<PAGE>


[Letterhead of Muldoon, Murphy & Faucette LLP]



August 27, 1999



Board of Directors
Long Island Financial Corp.
One Suffolk Square
Islandia, New York 11722

Re: Long Island  Financial  Corp.  1998 Stock  Option Plan for Offer and Sale of
175,000 Shares of Common Stock

Ladies and Gentlemen:

     We  have  been  requested  by  Long  Island  Financial  Corp.,  a  Delaware
corporation,  (the  "Company") to issue a legal  opinion in connection  with the
registration  under the  Securities Act of 1933 on Form S-8 of 175,000 shares of
the Company's Common Stock, par value $.01 per share (the "Shares"), that may be
issued  under the Long Island  Financial  Corp.  1998 Stock  Option Plan (herein
referred to as the "Plan").

     We have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion. In our examination, we have
assumed and have not verified (i) the  genuineness of all  signatures,  (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the  originals  of all  documents  supplied  to us as  copies,  and  (iv) the
accuracy and  completeness  of all  corporate  records and  documents and of all
certificates  and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Long Island Commercial Bank.

     Based on the  foregoing  and limited in all respects to Delaware law, it is
our opinion that the Shares  reserved  under the Plan have been duly  authorized
and upon payment for and  issuance of the Shares in the manner  described in the
Plan, will be legally issued, fully paid and non-assessable.

     The following  provisions of the  Certificate of  Incorporation  may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give  effect to such  provisions  will not affect the duly  authorized,  validly
issued, fully paid and non-assessable status of the Common Stock:

<PAGE>

(a)  Subsections  C.3 and C.6 of Article IV which grant the Board the  authority
     to construe and apply the  provisions of that Article and subsection C.4 of
     Article IV, to the extent that  subsection  obligates any person to provide
     the Board the information  such subsection  authorizes the Board to demand,
     in each case to the extent, if any, that a court applying Delaware law were
     to impose equitable limitations upon such authority; and

(b)  Article IX which  authorizes  the Board to consider the effect of any offer
     to  acquire  the  Company on  constituencies  other  than  stockholders  in
     evaluating any such offer.

     This opinion is rendered to you solely for your benefit in connection  with
the  issuance of the Shares as described  above.  This opinion may not be relied
upon by any other person or for any other  purpose,  and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned  registration  statement  on Form S-8 in which  this  opinion  is
contained) or any other person or entity  without the prior  written  consent of
this firm.

     We note that,  although certain  portions of the registration  statement on
Form S-8 (the financial  statements and  schedules)  have been included  therein
(through  incorporation  by reference) on the authority of "experts"  within the
meaning of the Securities Act, we are not experts with respect to any portion of
the  Registration   Statement,   including  without   limitation  the  financial
statements  or schedules or the other  financial  information  or data  included
therein.

     We hereby  consent to the filing of this  opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.


                                        Very truly yours,

                                        /s/ Muldoon, Murphy & Faucette LLP
                                        _________________________________
                                         MULDOON, MURPHY & FAUCETTE LLP



<PAGE>


                                  Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT


<PAGE>


                                                                    Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT


Board of Directors
Long Island Financial Corp.:

We consent to incorporation  by reference in the Registration  Statement for the
1998 Stock Option Plan on Form S-8 of Long Island  Financial Corp. of our report
dated January 22, 1999, relating to the balance sheets of Long Island Commercial
Bank as of December 31, 1998 and 1997,  and the related  statements of earnings,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year period ended December 31, 1998, which report has been incorporated by
reference  in the  December  31, 1998 annual  report on Form 10-K of Long Island
Financial Corp.


                                                     /s/ KPMG LLP

Melville, New York
August 27, 1999
























<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILING", "secsgml_size_bytes": 69451}]
{"company-data": {"conformed-name": "LONG ISLAND FINANCIAL CORP", "cik": "0001070517", "assigned-sic": "6022", "irs-number": "113453684", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86111", "film-number": "99702032"}, "business-address": {"street1": "ONE SUFFOLK SQUARE", "city": "ISLANDIA", "state": "NY", "zip": "11722", "phone": "5163480888"}, "mail-address": {"street1": "ONE SUFFOLK SQUARE", "city": "ISLANDIA", "state": "NY", "zip": "11722"}}
As filed with the Securities and Exchange Commission on August 30, 1999
                             Registration No. 333-63971

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           LONG ISLAND FINANCIAL CORP.
             (Exact Name of Registrant as Specified in its Charter)
                  Delaware                           6035
                -------------                    -------------
          (State of Incorporation)       (Primary Standard Classification
                                                  Code Number)

                                  11-3453684
                      ---------------------------------
                      (IRS Employer Identification No.)

                               One Suffolk Square
                            Islandia, New York 11722
                                 (516) 348-0888
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

               LONG ISLAND FINANCIAL CORP. 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                                 Copies to:
Douglas C. Manditch                              George W. Murphy, Jr., Esq.
President and Chief Executive Officer            Suzanne A. Walker, Esq.
Long Island Financial Corp.                      Muldoon, Murphy & Faucette LLP
One Suffolk Square                               5101 Wisconsin Avenue, N.W.
Islandia, New York 11722                         Washington, D.C.  20016
(516) 348-0888                                   (202) 362-0840
(Name, Address and Telephone Number
 of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
*     Title of Class of       *    Proposed Amount    *     Proposed Purchase *
* Securities to be Registered *   to be Registered(1) *     Price Per Share(2)*
  ---------------------------   ---------------------   ----------------------
  Common Stock, $.01 par     -     175,000 shares (3) -        $12.32357 (4)
            value

================================================================================
          *     Estimated Aggregate      *       Amount of       *
          *     Offering Price (2)      *    Registration Fee   *
              -----------------------      -------------------
                 $2,156,625                      $599.54
================================================================================

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 Long Island Financial Corp. 1998 Stock Option Plan (the "1998 Plan") as
     the result of a stock split,  stock  dividend or similar  adjustment of the
     outstanding  common  stock of Long Island  Financial  Corp.  pursuant to 17
     C.F.R. section. 230.416(a).
2    Estimated solely for purposes of calculating the registration fee.
3    Pursuant to 17 C.F.R. section  230.4457(h)(1),  represents the total number
     of shares subject to options under the 1998 Plan prior to any adjustment as
     permitted under the 1998 Plan.
4    Weighted  average  purchase price  determined by a purchase price of $12.50
     per share at which  options  for 113,250  shares have been  granted to date
     under the 1998 Plan,  and by $741,000  the market value of the Common Stock
     on August 25, 1999 as  determined by the last  transaction  price quoted on
     the Nasdaq Stock Market as reported in the Wall Street Journal, for 61,750
     shares for which options have not yet been granted under the 1998 Plan.

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

Number of Pages 26
Exhibit Index begins on Page 8
PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 & 2. The documents containing the information for the 1998 Plan required
by  Part  I of  the  registration  statement  will  be  sent  or  given  to  the
participants in the 1998 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Certain Documents by Reference

              The  following  documents  filed or to be  filed  with the SEC are
incorporated by reference in this registration statement:

       (a)    The Annual Report on Form 10-K of Long Island  Financial Corp.
(the "Company" or the "Registrant") for the fiscal year ended December 31, 1998,
which  includes  the balance  sheets of the Company as of December  31, 1998 and
1997, and the related  statements of earnings,  changes in stockholders'  equity
and cash flows for each of the years in the three-year period ended December 31,
1998,  together with the related  notes and the report of KPMG LLP,  independent
auditors,  dated  January 22, 1999 filed with the SEC on April 1, 1999 (File No.
000-29826).

       (b)    The Form 10-Q of the Company  for the quarter  ended March 31,
1999, filed with the SEC on May 18, 1999 (File No. 000-29826).

       (c)    The Form 10-Q of the Company  for the  quarter  ended June 30,
1999, filed with the SEC on August 16, 1999 (File No. 000-29826).

       (d)    The Form 8-K12G3 of the Company, filed with the SEC on January 29,
              1999 (File No. 000-29826).

       (e)    The Form 8-K of the Company, filed with the SEC on April 30, 1999
              (File No. 000-29826).

       (f)    All  documents  filed by the  Registrant  pursuant  to Section
13(a) and (c), 14 or 15(d) of the  Exchange  Act after the date hereof and prior
to the filing of a  post-effective  amendment  which  deregisters all securities
then remaining unsold.

               Any statement contained in this Registration  Statement,  or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained herein,  or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference herein,  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.

                                                         2
Item 4.       Description of Securities

              The  common  stock  to be  offered  pursuant  to the Plan has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the common stock is not required herein.

Item 5.       Interests of Named Experts and Counsel

              The  validity of the common stock  offered  hereby has been passed
upon by the firm of Muldoon,  Murphy & Faucette LLP,  Washington,  D.C., for the
Registrant.

Item 6.       Indemnification of Directors and Officers.

              Directors and officers of the Registrant are  indemnified and held
harmless  against  liability to the fullest  extent  permissible  by the General
Corporation  Law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently exists.

              In  accordance  with the General  Corporation  Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware  Code),  Articles 10 and 11
of the Registrant's Certificate of Incorporation provide as follows:

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,  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 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 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
expenses 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.

                                                         4
E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate 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.

                                                         5
Item 8.       Exhibits.

       The following  exhibits are filed with or  incorporated by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

       (a)    List of Exhibits (filed herewith unless otherwise noted)

       3.1    Certificate of Incorporation of the Registrant.1
       3.2    Bylaws of the Registrant.1
       4      Long Island Financial Corp. 1998 Stock Option Plan
       5      Opinion of Muldoon,  Murphy & Faucette  LLP as to the  legality of
              the Common Stock registered hereby.
       23.1   Consent of KPMG LLP
       24     Powers of Attorney (contained on the signature pages).
-----------------------

       1      Incorporated  herein by  reference  to Exhibits  contained  in the
              Registration Statement on Form S-4 (SEC No. 333-63971) filed with
              the SEC on September 22, 1998.

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
              unless the  information  required by (i) and (ii) is  contained in
              periodic reports filed by the Registrant pursuant to Section 13 or
              15(d) of the Exchange Act that are  incorporated by reference into
              this registration statement:

              (i)    To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

              (ii)   To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement; and

              (iii)  To include any  material  information  with  respect to the
                     plan  of  distribution  not  previously  disclosed  in  the
                     registration  statement  or any  material  change  to  such
                     information in the registration statement.

                                                         6
(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; and

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

       (4)    That,  for  purposes  of  determining   any  liability  under  the
              Securities  Act,  each filing of the  Registrant's  annual  report
              pursuant  to Section  13(a) or 15(d) of the  Exchange  Act 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.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.

                                                         7
Exhibit Index
                                 ---------------

Exhibit 4                   Long Island Financial Corp. 1998 Stock Option Plan

Exhibit 5                   Opinion of Muldoon, Murphy & Faucette LLP as to the
                            legality of the common stock registered hereby

Exhibit23.1                 Independent Auditors' Consent

                                                         8
SIGNATURES

         The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Long Island Financial Corp.  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Islandia, State of New York, on August
27, 1999.

                           LONG ISLAND FINANCIAL CORP.

                    By:  /s/ Douglas C. Manditch
                        -----------------------------
                        Douglas C. Manditch
                        President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Manditch) constitutes and appoints Douglas C. Manditch and
Mr. Manditch hereby  constitutes and appoints Perry B. Duryea,  Jr., as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      Name                   Title                                   Date
     ------                 -------                                 ------

/s/ Douglas C. Manditch
-----------------------     President and Chief                  August 27, 1999
Douglas C. Manditch         Executive Officer
                            (principal executive officer)
/s/ Thomas Buonaiuto
-----------------------     Executive Vice President,            August 27, 1999
Thomas Buonaiuto            Chief Financial Officer
                            (principal accounting and
                            financial officer)

/s/ Perry B. Duryea, Jr.
-----------------------
Perry B. Duryea, Jr.        Chairman of the Board                August 27, 1999

/s/ Roy M. Kern, Sr.
-----------------------
Roy M. Kern, Sr.            Vice Chairman of the Board           August 27, 1999

/s/ Harvey Auerbach
-----------------------
Harvey Auerbach             Director                             August 27, 1999

/s/ Frank J. Esposito
-----------------------
Frank J. Esposito           Director                             August 27, 1999

/s/ John L. Ciarelli
-----------------------
John L. Ciarelli            Director                             August 27, 1999

/s/ Donald Del Duca
-----------------------
Donald Del Duca             Director                             August 27, 1999

/s/ Waldemar Fernandez
-----------------------
Waldemar Fernandez          Director                             August 27, 1999
/s/ Gordon A. Lenz
-----------------------
Gordon A. Lenz              Director                             August 27, 1999

/s/ Walter J. Mack, MD
-----------------------
Walter J. Mack, MD          Director                             August 27, 1999

/s/ Werner S. Neuburger
-----------------------
Werner S. Neuburger         Director                             August 27, 1999

/s/ Thomas F. Roberts, III
-----------------------
Thomas F. Roberts, III      Director                             August 27, 1999

/s/ Alfred Romito
-----------------------
Alfred Romito               Director                             August 27, 1999

/s/ Sally Ann Slacke
-----------------------
Sally Ann Slacke            Director                             August 27, 1999

/s/ John C. Tsunis
-----------------------
John C. Tsunis              Director                             August 27, 1999
Exhibit 4

               Long Island Financial Corp. 1998 Stock Option Plan
LONG ISLAND FINANCIAL CORP.
                             1998 STOCK OPTION PLAN

1.    DEFINITIONS.

      (a) "Affiliate" means any "subsidiary corporation" of the Holding Company,
as such term is defined in Section 424(f) of the Code.

      (b) "Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options and Incentive Stock Options.

      (c) "Award Agreement" means an agreement evidencing and setting forth the
terms of an Award.

      (d) "Bank" means Long Island Commercial Bank.

      (e) "Board of  Directors"  means the board of  directors  of the  Holding
Company.

      (f)  "Change in  Control"  means an event of a nature  that:  (i) would be
required to be  reported in response to Item 1(a) of the current  report on Form
8-K,  as in effect on the date  hereof,  pursuant  to Section 13 or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act");  (ii) results
in a Change in Control  of the Bank or the  Company  within  the  meaning of the
Change in Bank  Control  Act and the Rules and  Regulations  promulgated  by the
Federal Deposit Insurance Corporation (the "FDIC") at 12 C.F.R. Section 303.4(a)
with  respect  to the Bank and the Board of  Governors  of the  Federal  Reserve
System ("FRB") at 12 C.F.R. Section 225.41(b) with respect to the Company, as in
effect on the date hereof,  but excluding  any such Change in Control  resulting
from the purchase of  securities  by the  Company's or the Bank's  tax-qualified
employee  benefit plans and trusts;  (iii)  results in a  transaction  requiring
prior FRB approval under the Bank Holding  Company Act of 1956, as amended,  and
the regulations  promulgated  thereunder by the FRB at 12 C.F.R. Section 225.11,
as in effect on the date hereof,  except for the  Company's  acquisition  of the
Bank and any  transaction  resulting  from the  purchase  of  securities  by the
Company's or the Bank's tax-qualified employee benefit plans and trusts; or (iv)
without limitation, such a Change in Control shall be deemed to have occurred at
such time as (a) any "person"  (as the term is used in Sections  13(d) and 14(d)
of the Exchange  Act) is or becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank
or the Company representing 20% more of the Bank's or the Company's  outstanding
securities  except for any  securities  of the Bank  purchased by the Company in
connection  with the  initial  conversion  of the Bank from mutual to stock form
(the  "Conversion") and any securities  purchased by the Company's or the Bank's
tax-qualified  employee  benefit  plans  and  trusts;  or  (b)  individuals  who
constitute  the Board on the date hereof (the  "Incumbent  Board") cease for any
reason to  constitute  at least a  majority  thereof,  provided  that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least  three-quarters  of the  directors  comprising  the Incumbent
Board,  or whose  nomination  for  election by the  Company's  stockholders  was
approved by the same  Nominating  Committee  serving  under an Incumbent  Board,
shall be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board, but excluding,  for this purpose,  any such person whose
initial  assumption  of office  occurs  as a result  of an actual or  threatened
election  contest  with respect to the election or removal of directors or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
person  other  than  the  Board;  or  (c)  a  plan  of  reorganization,  merger,
consolidation,  sale of all or  substantially  all the assets of the Bank or the
Company  or similar  transaction  occurs in which the Bank or Company is not the
resulting  entity;  or (d) a proxy  statement  shall be  distributed  soliciting
proxies  from  stockholders  of the Company,  by someone  other than the current
management  of  the  Company,   seeking  stockholder   approval  of  a  plan  of
reorganization,  merger  or  consolidation  of the  Company  or Bank or  similar
transaction  with one or more  corporations as a result of which the outstanding
shares of the class of securities  then subject to such plan or transaction  are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company; or (e) a tender offer is made for 20% or more of the voting
securities of the Bank or Company then outstanding.

                                                         1
(g) "Code" means the Internal Revenue Code of 1986, as amended.

      (h) "Committee" means the committee designated by the Board of Directors,
           pursuant to Section 2 of the Plan.

      (i) "Common  Stock"  means the Common  Stock of the Holding  Company,  par
           value, $.01 per share.

      (j) "Date of Grant" means the effective date of an Award.

      (k)  "Disability"  means any mental or physical  condition with respect to
which the Participant  qualifies for and receives benefits for under a long-term
disability  plan of the Holding  Company or an  Affiliate,  or in the absence of
such a long-term  disability  plan or coverage  under such a plan,  "Disability"
shall mean a physical or mental  condition  which, in the sole discretion of the
Committee,   is  reasonably  expected  to  be  of  indefinite  duration  and  to
substantially   prevent  the   Participant   from   fulfilling   his  duties  or
responsibilities to the Holding Company or an Affiliate.

      (l)  "Effective  Date"  means the date the Plan is adopted by the Board of
Directors  or ratified  by  shareholders,  as provided  for in Section 15 of the
Plan.

      (m)  "Employee"  means any person  employed by the  Holding  Company or an
Affiliate.  Directors  who are  employed by the Holding  Company or an Affiliate
shall be considered Employees under the Plan.

      (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (o) "Exercise Price" means the price at which a Participant may purchase a
share of Common Stock pursuant to an Option.

      (p) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:

                  (i)      If  the  Common  Stock  was  traded  on the  date  in
                           question  on The Nasdaq  Stock  Market  then the Fair
                           Market  Value shall be equal to the last  transaction
                           price  quoted  for  such  date  by The  Nasdaq  Stock
                           Market;

                  (ii)     If the Common Stock was traded on a stock exchange on
                           the date in  question,  then the  Fair  Market  Value
                           shall be equal to the closing  price  reported by the
                           applicable  composite  transactions  report  for such
                           date; and

                  (iii)    If neither of the foregoing provisions is applicable,
                           then the Fair Market Value shall be determined by the
                           Committee  in good  faith  on such  basis as it deems
                           appropriate.

      Whenever possible, the determination of Fair Market Value by the Committee
shall  be  based  on  the  prices  reported  in The  Wall  Street  Journal.  The
Committee's  determination  of Fair Market Value shall be conclusive and binding
on all persons.

      (q) "Holding Company" means Long Island Financial Corp.

      (r)   "Incentive   Stock  Option"  means  a  stock  option  granted  to  a
Participant,  pursuant  to Section 7 of the Plan,  that is  intended to meet the
requirements of Section 422 of the Code.

      (s)  "Non-Statutory  Stock  Option"  means a  stock  option  granted  to a
Participant  pursuant  to the terms of the Plan but which is not  intended to be
and is not  identified  as an Incentive  Stock Option or a stock option  granted
under the Plan which is intended to be and is identified  as an Incentive  Stock
Option but which does not meet the requirements of Section 422 of the Code.

                                                         2
(t)  "Option" means an Incentive Stock Option or Non-Statutory Stock
Option.

      (u)  "Outside  Director"  means a member of the Boards of Directors of the
Holding  Company or an  Affiliate  who is not also an  Employee  of the  Holding
Company or an Affiliate.

      (v) "Participant" means any person who holds an outstanding Award.

      (w) "Plan" means this Long Island Financial Corp. 1998 Stock Option Plan.

      (x) "Retirement" means retirement from employment with the Holding Company
or an  Affiliate  in  accordance  with the  retirement  policies  of the Holding
Company or Affiliate, as applicable,  then in effect.  "Retirement" with respect
to an  Outside  Director  means the  termination  of  service  from the Board of
Directors of the Holding Company and any Affiliate  following  written notice to
the Board of Directors of such Outside Director's intention to retire.

      (y)  "Termination  for  Cause"  shall  mean,  in the  case  of an  Outside
Director,  removal from the Board of  Directors  or, in the case of an Employee,
unless  defined  differently  under any  employment  agreement  with the Holding
Company or an Affiliate,  termination of employment,  because of a material loss
to the  Holding  Company  or an  Affiliate,  as  determined  by and in the  sole
discretion of the Board of Directors or its designee(s).

2.    ADMINISTRATION.

      (a) The Committee  shall  administer the Plan. The Committee shall consist
of two or more  disinterested  directors  of the Holding  Company,  who shall be
appointed by the Board of Directors. A member of the Board of Directors shall be
deemed to be  "disinterested"  only if he satisfies (i) such requirements as the
Securities  and Exchange  Commission  may establish for  non-employee  directors
administering  plans intended to qualify for exemption  under Rule 16b-3 (or its
successor)  under the  Exchange Act and (ii) such  requirements  as the Internal
Revenue Service may establish for outside  directors acting under plans intended
to qualify for exemption  under Section  162(m)(4)(C)  of the Code. The Board of
Directors  may also  appoint  one or more  separate  committees  of the Board of
Directors,  each composed of one or more directors of the Holding  Company or an
Affiliate who need not be disinterested  and who may grant Awards and administer
the Plan with respect to Employees and Outside  Directors who are not considered
officers or directors of the Holding  Company  under  Section 16 of the Exchange
Act or for whom Awards are not  intended to satisfy  the  provisions  of Section
162(m) of the Code.

      (b) The Committee shall (i) select the Employees and Outside Directors who
are to receive Awards under the Plan, (ii) determine the type,  number,  vesting
requirements  and other features and conditions of such Awards,  (iii) interpret
the Plan and (iv) make all other  decisions  relating  to the  operation  of the
Plan.  The Committee may adopt such rules or guidelines as it deems  appropriate
to implement the Plan. The  Committee's  determinations  under the Plan shall be
final and binding on all persons.

      (c)  Each  Award  shall  be  evidenced  by  a  written  agreement  ("Award
Agreement") containing such provisions as may be approved by the Committee. Each
Award Agreement shall  constitute a binding contract between the Holding Company
or an Affiliate and the Participant,  and every Participant,  upon acceptance of
the Award  Agreement,  shall be bound by the terms and  restrictions of the Plan
and  the  Award  Agreement.  The  terms  of each  Award  Agreement  shall  be in
accordance  with the Plan, but each Award  Agreement may include such additional
provisions  and  restrictions  determined by the Committee,  in its  discretion,
provided that such additional  provisions and  restrictions are not inconsistent
with the terms of the Plan. In particular and at a minimum,  the Committee shall
set  forth  in each  Award  Agreement  (i) the type of  Award  granted  (ii) the
Exercise  Price of any Option,  (iii) the number of shares subject to the Award;
(iv)  the  expiration  date  of the  Award,  (v)  the  manner,  time,  and  rate
(cumulative  or  otherwise)  of exercise or vesting of such Award,  and (vi) the
restrictions, if any, placed upon such Award, or upon shares which may be issued
upon  exercise  of such Award.  The  Chairman  of the  Committee  and such other
directors  and  officers  as shall be  designated  by the  Committee  is  hereby
authorized to execute Award  Agreements on behalf of the Company or an Affiliate
and to cause them to be delivered to the recipients of Awards.

                                                         3
(d) The Committee may delegate all authority for: (i) the determination of
forms of payment to be made by or received by the Plan and (ii) the execution of
any   Award   Agreement.   The   Committee   may   rely  on  the   descriptions,
representations,  reports and estimates  provided to it by the management of the
Holding  Company or an Affiliate for  determinations  to be made pursuant to the
Plan,  including the  satisfaction  of any  conditions  of a Performance  Award.
However,  only the  Committee  or a portion of the  Committee  may  certify  the
attainment  of any  conditions of a  Performance  Award  intended to satisfy the
requirements of Section 162(m) of the Code.

3.    TYPES OF AWARDS AND RELATED RIGHTS.

      The following Awards may be granted under the Plan:

      (a)         Non-Statutory Stock Options.
      (b)         Incentive Stock Options.

4.    STOCK SUBJECT TO THE PLAN.

      Subject to adjustment  as provided in Section 11 of the Plan,  the maximum
number of shares  reserved  hereby for  purchase  pursuant  to the  exercise  of
Options  granted  under the Plan is 175,000,  which  number shall not exceed ten
percent  (10%) of the  outstanding  shares of Common  Stock as of the  Effective
Date. The shares of Common Stock issued under the Plan may be either  authorized
but  unissued  shares or  authorized  shares  previously  issued and acquired or
reacquired  by the Trust or the Bank,  respectively.  To the extent that Options
are  granted  under  the  Plan,  the  shares  underlying  such  Options  will be
unavailable  for any other use  including  future  grants  under the Plan except
that,  to the extent  that such  Options  terminate,  expire,  or are  forfeited
without  having  been  exercised,  new Awards may be made with  respect to these
shares.

5.    ELIGIBILITY.

      Subject to the terms of the Plan,  all  Employees  and  Outside  Directors
shall be eligible to receive  Awards under the Plan. In addition,  the Committee
may grant  eligibility to consultants  and advisors of the Holding Company or an
Affiliate.

6.    NON-STATUTORY STOCK OPTIONS.

      The  Committee  may,  subject  to the  limitations  of this  Plan  and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant  Non-Statutory  Stock Options to eligible  individuals upon such
terms and conditions as it may determine to the extent such terms and conditions
are consistent with the following provisions:

      (a) Exercise  Price.  The Committee  shall determine the Exercise Price of
each Non-Statutory Stock Option.  However,  the Exercise Price shall not be less
than 100% of the Fair Market Value of the Common Stock on the Date of Grant.

      (b) Terms of  Non-statutory  Stock Options.  The Committee shall determine
the term during which a Participant may exercise a  Non-Statutory  Stock Option,
but in no event may a Participant  exercise a  Non-Statutory  Stock  Option,  in
whole or in part, more than ten (10) years from the Date of Grant. The Committee
shall also determine the date on which each  Non-Statutory  Stock Option, or any
part  thereof,   first  becomes  exercisable  and  any  terms  or  conditions  a
Participant must satisfy in order to exercise each  Non-Statutory  Stock Option.
The shares of Common Stock  underlying  each  Non-Statutory  Stock Option may be
purchased in whole or in part by the  Participant at any time during the term of
such Non-Statutory Stock Option, or any portion thereof, becomes exercisable.

      (c)  Non-Transferability.  Unless otherwise determined by the Committee in
accordance  with this Section  6(c), a  Participant  may not  transfer,  assign,
hypothecate,  or  dispose  of in any  manner,  other than by will or the laws of
intestate succession,  a Non-Statutory Stock Option. The Committee may, however,
in its sole discretion,  permit transferability or assignment of a Non-Statutory
Stock Option if such transfer or assignment is, in its sole determination,

                                                         4
for valid estate planning  purposes and such transfer or assignment is permitted
under the Code and Rule 16b-3  under the  Exchange  Act.  For  purposes  of this
Section 6(c), a transfer for valid estate planning purposes includes, but is not
limited  to:  (a) a transfer  to a  revocable  intervivos  trust as to which the
Participant  is  both  the  settlor  and  trustee,  or  (b) a  transfer  for  no
consideration to: (i) any member of the Participant's Immediate Family, (ii) any
trust solely for the benefit of members of the  Participant's  Immediate Family,
(iii) any  partnership  whose only  partners  are  members of the  Participant's
Immediate Family, and (iv) any limited liability corporation or corporate entity
whose only members or equity owners are members of the  Participant's  Immediate
Family. For purposes of this Section 6(c),  "Immediate Family" includes,  but is
not  necessarily  limited to, a  Participant's  parents,  grandparents,  spouse,
children,  grandchildren,  siblings  (including  half bothers and sisters),  and
individuals  who are  family  members by  adoption.  Nothing  contained  in this
Section 6(c) shall be construed to require the Committee to give its approval to
any transfer or assignment of any Non-Statutory Stock Option or portion thereof,
and  approval to transfer or assign any  Non-Statutory  Stock  Option or portion
thereof does not mean that such approval will be given with respect to any other
Non-Statutory Stock Option or portion thereof. The transferee or assignee of any
Non-Statutory  Stock Option shall be subject to all of the terms and  conditions
applicable to such Non-Statutory  Stock Option immediately prior to the transfer
or  assignment  and shall be subject to any other  conditions  proscribed by the
Committee with respect to such Non-Statutory Stock Option.

      (d)  Termination  of Employment  or Service  (General).  Unless  otherwise
determined by the Committee,  upon the termination of a Participant's employment
or other service for any reason other than  Retirement,  Disability or death,  a
Change in Control,  or Termination for Cause,  the Participant may exercise only
those  Non-Statutory  Stock  Options that were  immediately  exercisable  by the
Participant  at the date of such  termination  and only for a period  of one (1)
year following the date of such termination.

      (e) Termination of Employment or Service  (Retirement).  Unless  otherwise
determined by the Committee,  in the event of a  Participant's  Retirement,  the
Participant's  may exercise  only those  Non-Statutory  Stock  Options that were
immediately  exercisable  by the  Participant at the date of Retirement and only
for a period of one (1) year following the date of Retirement.

      (f)  Termination of Employment or Service  (Disability  or death).  Unless
otherwise  determined by the  Committee,  in the event of the  termination  of a
Participant's  employment  or other  service  due to  Disability  or death,  all
Non-Statutory  Stock Options held by such Participant shall  immediately  become
exercisable and remain  exercisable for a period one (1) year following the date
of such termination.

      (g)  Termination  of  Employment  or Service  (Change in Control).  Unless
otherwise  determined by the  Committee,  in the event of the  termination  of a
Participant's  employment or service within  twenty-four (24) months of a Change
in Control,  all  Non-Statutory  Stock  Options held by such  Participant  shall
immediately  become  exercisable and remain  exercisable for a period of one (1)
year following the date of such termination.

      (h) Termination of Employment or Service  (Termination for Cause).  Unless
otherwise  determined  by  the  Committee,  in  the  event  of  a  Participant's
Termination  for  Cause,  all rights  with  respect  to the  Participant's  Non-
Statutory Stock Options shall expire immediately upon the effective date of such
Termination for Cause.

      (i)  Payment.  Payment  due  to  a  Participant  upon  the  exercise  of a
Non-Statutory Stock Option shall be made in the form of shares of Common Stock.

7.    INCENTIVE STOCK OPTIONS.

      The  Committee  may,  subject  to the  limitations  of the  Plan  and  the
availability  of shares of Common Stock reserved but unawarded  under this Plan,
grant  Incentive  Stock Options to an Employee upon such terms and conditions as
it may determine to the extent such terms and conditions are consistent with the
following provisions:

      (a) Exercise Price.  The Committee shall determine the Exercise Price of
each Incentive Stock Option. However, the Exercise Price shall not be less than
100% of the Fair Market Value of the Common Stock on the Date

                                                         5
of Grant;  provided,  however,  that if at the time an Incentive Stock Option is
granted,  the Employee owns or is treated as owning, for purposes of Section 422
of the Code,  Common  Stock  representing  more  than 10% of the total  combined
voting securities of the Holding Company ("10% Owner"), the Exercise Price shall
not be less than 110% of the Fair Market  Value of the Common  Stock on the Date
of Grant.

      (b) Amounts of Incentive  Stock Options.  To the extent the aggregate Fair
Market  Value of shares of Common Stock with  respect to which  Incentive  Stock
Options  that are  exercisable  for the first  time by an  Employee  during  any
calendar  year under the Plan and any other  stock  option  plan of the  Holding
Company  or an  Affiliate  exceeds  $100,000,  or such  higher  value  as may be
permitted  under  Section 422 of the Code,  such Options in excess of such limit
shall be treated as  Non-Statutory  Stock  Options.  Fair Market  Value shall be
determined  as of the Date of Grant with  respect to each such  Incentive  Stock
Option.

      (c) Terms of Incentive  Stock Options.  The Committee  shall determine the
term during which a Participant may exercise an Incentive  Stock Option,  but in
no event may a Participant  exercise an Incentive  Stock Option,  in whole or in
part, more than ten (10) years from the Date of Grant;  provided,  however, that
if at the time an Incentive  Stock Option is granted to an Employee who is a 10%
Owner,  the  Incentive  Stock  Option  granted  to such  Employee  shall  not be
exercisable  after the expiration of five (5) years from the Date of Grant.  The
Committee shall also determine the date on which each Incentive Stock Option, or
any part  thereof,  first  becomes  exercisable  and any terms or  conditions  a
Participant  must satisfy in order to exercise each Incentive Stock Option.  The
shares of Common Stock  underlying  each Incentive Stock Option may be purchased
in whole or in part at any time during the term of such  Incentive  Stock Option
after such Option becomes exercisable.

      (d)  Non-Transferability.  No Incentive Stock Option shall be transferable
except  by will or the laws of  descent  and  distribution  and is  exercisable,
during his  lifetime,  only by the  Employee  to whom the  Committee  grants the
Incentive Stock Option.  The designation of a beneficiary  does not constitute a
transfer of an Incentive Stock Option.

      (e) Termination of Employment  (General).  Unless otherwise  determined by
the  Committee,  upon the  termination  of a  Participant's  employment or other
service for any reason other than  Retirement,  Disability or death, a Change in
Control,  or  Termination  for Cause,  the  Participant  may exercise only those
Incentive Stock Options that were immediately  exercisable by the Participant at
the date of such termination and only for a period of three (3) months following
the date of such termination.

      (f) Termination of Employment (Retirement). Unless otherwise determined by
the Committee, in the event of a Participant's  Retirement,  the Participant may
exercise only those Incentive Stock Options that were immediately exercisable by
the  Participant at the date of Retirement and only for a period of one (1) year
following  the  date of  Retirement.  Any  Option  originally  designated  as an
Incentive Stock Option shall be treated as a Non-Statutory  Stock Options to the
extent  the  Participant  exercises  such  Option  more than  three  (3)  months
following the Date of the Participant's Retirement.

      (g)  Termination  of Employment  (Disability or Death).  Unless  otherwise
determined by the Committee,  in the event of the termination of a Participant's
employment  or other service due to  Disability  or death,  all Incentive  Stock
Options held by such Participant shall immediately become exercisable and remain
exercisable for a period one (1) year following the date of such termination.

      (h)  Termination  of  Employment  (Change in  Control).  Unless  otherwise
determined by the Committee,  in the event of the termination of a Participant's
employment or service within twenty-four (24) months of a Change in Control, all
Incentive  Stock  Options  held by such  Participant  shall  become  immediately
exercisable  and remain  exercisable  for a period of one (1) year following the
date of such termination.

      (i) Termination of Employment  (Termination  for Cause).  Unless otherwise
determined  by the  Committee,  in the event of an  Employee's  Termination  for
Cause,  all rights under such  Employee's  Incentive  Stock Options shall expire
immediately upon the effective date of such Termination for Cause.

                                                         6
(j)  Payment.  Payment  due  to a  Participant  upon  the  exercise  of an
Incentive Stock Option shall be made in the form of shares of Common Stock.

      (k)  Disqualifying  Dispositions.  Each Award Agreement with respect to an
Incentive  Stock Option shall require the Participant to notify the Committee of
any  disposition  of shares of Common Stock  issued  pursuant to the exercise of
such Option  under the  circumstances  described  in Section  421(b) of the Code
(relating  to  certain  disqualifying  dispositions),  within  10  days  of such
disposition.

8.     METHOD OF EXERCISE OF OPTIONS.

      Subject to any applicable Award Agreement,  any Option may be exercised by
the  Participant in whole or in part at such time or times,  and the Participant
may make payment of the Exercise Price in such form or forms, including, without
limitation,  payment by delivery of cash,  Common  Stock or other  consideration
(including,  where  permitted by law and the  Committee,  Awards)  having a Fair
Market Value on the exercise date equal to the total Exercise  Price,  or by any
combination of cash, shares of Common Stock and other  consideration,  including
exercise  by  means  of  a  cashless  exercise  arrangement  with  a  qualifying
broker-dealer or a constructive  stock swap, as the Committee may specify in the
applicable Award Agreement.

9.    RIGHTS OF PARTICIPANTS.

      No Participant  shall have any rights as a shareholder with respect to any
shares of Common  Stock  covered by an Option  until the date of  issuance  of a
stock  certificate  for such Common Stock.  Nothing  contained  herein or in any
Award  Agreement  confers on any person any right to  continue  in the employ or
service of the Holding Company or an Affiliate or interferes in any way with the
right of the  Holding  Company or an  Affiliate  to  terminate  a  Participant's
services.

10.   DESIGNATION OF BENEFICIARY.

      A Participant  may, with the consent of the Committee,  designate a person
or persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.

11.   DILUTION AND OTHER ADJUSTMENTS.

      In the event of any change in the  outstanding  shares of Common  Stock by
reason of any stock dividend or split, recapitalization,  merger, consolidation,
spin-off,  reorganization,  combination or exchange of shares,  or other similar
corporate  change,  or other increase or decrease in such shares without receipt
or  payment  of  consideration  by  the  Holding  Company,  or in the  event  an
extraordinary  capital  distribution  is  made,  the  Committee  may  make  such
adjustments to previously  granted Awards, to prevent dilution,  diminution,  or
enlargement  of the  rights  of  the  Participant,  including  any or all of the
following:

      (a)         adjustments  in the  aggregate  number  or kind of  shares  of
                  Common  Stock or other  securities  that may  underlie  future
                  Awards under the Plan;

      (b)         adjustments  in the  aggregate  number  or kind of  shares  of
                  Common Stock or other  securities  underlying  Awards  already
                  made under the Plan;

      (c)         adjustments  in the Exercise  Price of  outstanding  Incentive
                  and/or  Non-statutory  Stock  Options,  or any Limited  Rights
                  attached to such Options.

No such  adjustments  may,  however,  materially  change  the value of  benefits
available to a Participant  under a previously  granted Award.  All Awards under
this Plan  shall be  binding  upon any  successors  or  assigns  of the  Holding
Company.

                                                         7
12.   TAX WITHHOLDING.

      (a)  Whenever  under this Plan,  cash or shares of Common  Stock are to be
delivered  upon  exercise of an Award or any other event with  respect to rights
and  benefits  hereunder,  the  Committee  shall be  entitled  to  require  as a
condition of delivery (i) that the  Participant  remit an amount  sufficient  to
satisfy all federal,  state,  and local  withholding  tax  requirements  related
thereto, (ii) that the withholding of such sums come from compensation otherwise
due to the Participant or from any shares of Common Stock due to the Participant
under this Plan or (iii) any  combination  of the foregoing  provided,  however,
that no amount shall be withheld from any cash payment or shares of Common Stock
relating to an Award which was transferred by the Participant in accordance with
this Plan.

      (b) If any  disqualifying  disposition  described  in Section 7(k) is made
with respect to shares of Common Stock acquired under an Incentive  Stock Option
granted  pursuant to this Plan,  or any  transfer  described  in Section 6(c) is
made,  or any election  described in Section 13 is made,  then the person making
such disqualifying disposition, transfer, or election shall remit to the Holding
Company or its  Affiliates an amount  sufficient to satisfy all federal,  state,
and local withholding  taxes thereby  incurred;  provided that, in lieu of or in
addition to the foregoing,  the Holding Company or its Affiliates shall have the
right to withhold such sums from compensation  otherwise due to the Participant,
or, except in the case of any transfer pursuant to Section 6(c), from any shares
of Common Stock due to the Participant under this Plan.

13.   NOTIFICATION UNDER SECTION 83(b).

      The  Committee  may,  on the Date of Grant or any later  date,  prohibit a
Participant  from making the election  described below. If the Committee has not
prohibited  such  Participant  from making such  election,  and the  Participant
shall, in connection with the exercise of any Option,  or the grant of any Stock
Award,  make the election  permitted  under Section 83(b) of the Code (i.e.,  an
election to include in such  Participant's  gross income in the year of transfer
the amounts  specified in Section  83(b) of the Code),  such  Participant  shall
notify the  Committee of such  election  within 10 days of filing  notice of the
election  with the  Internal  Revenue  Service,  in  addition  to any filing and
notification  required  pursuant to  regulations  issued under the  authority of
Section 83(b) of the Code.

14.   AMENDMENT OF THE PLAN AND AWARDS.

      (a) Except as provided in  paragraph  (c) of this Section 14, the Board of
Directors  may at any time,  and from time to time,  modify or amend the Plan in
any respect,  prospectively or retroactively;  provided however, that provisions
governing  grants of Incentive  Stock Options shall be submitted for shareholder
approval to the extent required by such law or regulation.  Failure to ratify or
approve  amendments or modifications by shareholders  shall be effective only as
to the specific  amendment or modification  requiring such  ratification.  Other
provisions  of  this  Plan  will  remain  in  full  force  and  effect.  No such
termination,  modification  or amendment  may  adversely  affect the rights of a
Participant  under an outstanding  Award without the written  permission of such
Participant.

      (b) Except as provided in paragraph  (c) of this Section 14, the Committee
may  amend  any  Award  Agreement,  prospectively  or  retroactively;  provided,
however,  that no such  amendment  shall  adversely  affect  the  rights  of any
Participant  under an  outstanding  Award  without the  written  consent of such
Participant.

      (c) In no event shall the Board of  Directors  amend the Plan or shall the
Committee amend an Award Agreement in any manner that has the effect of:

                  (i) Allowing  any Option to be granted with an exercise  below
                  the  Fair  Market  Value  of the  Common  Stock on the Date of
                  Grant.

                  (ii)  Allowing  the  exercise  price of any Option  previously
                  granted under the Plan to be reduced subsequent to the Date of
                  Award.

      (d)         Notwithstanding anything in this Plan or any Award Agreement
 to the contrary, if any Award or

                                                         8
right under this Plan would cause a transaction  to be ineligible for pooling of
interest  accounting  that would,  but for such Award or right,  be eligible for
such accounting treatment, the Committee may modify or adjust the Award or right
so that pooling of interest accounting is available.

15.   EFFECTIVE DATE OF PLAN.

      The Plan shall become effective upon ratification by the Holding Company's
shareholders  or, if not so  ratified,  as of the date  adopted  by the Board of
Directors. The failure to obtain shareholder ratification for such purposes will
not  effect  the  validity  of the Plan and any  Awards  made  under  the  Plan;
provided,  however,  that  if  the  Plan  is not  ratified  by  stockholders  in
accordance with IRS regulations, the Plan shall remain in full force and effect,
unless  terminated  by the Board of Directors,  and any Incentive  Stock Options
granted under the Plan shall be deemed to be Non-Statutory Stock Options and any
Award  intended to comply with Section  162(m) of the Code shall not comply with
Section 162(m) of the Code.

16.   TERMINATION OF THE PLAN.

      The right to grant Awards under the Plan will  terminate  upon the earlier
of: (i) ten (10) years  after the  Effective  Date;  or (ii) the  issuance  of a
number  of shares of  Common  Stock  pursuant  to the  exercise  of  Options  is
equivalent to the maximum number of shares  reserved under the Plan as set forth
in  Section  4 hereof.  The  Board of  Directors  has the  right to  suspend  or
terminate the Plan at any time,  provided that no such action will,  without the
consent of a Participant, adversely affect a Participant's vested rights under a
previously granted Award.

17.   APPLICABLE LAW.

      The Plan will be  administered in accordance with the laws of the state of
Delaware and applicable federal law.

                                                         9
Exhibit 5

                    Opinion of Muldoon, Murphy & Faucette LLP
            as to the legality of the Common Stock registered hereby
[Letterhead of Muldoon, Murphy & Faucette LLP]

August 27, 1999

Board of Directors
Long Island Financial Corp.
One Suffolk Square
Islandia, New York 11722

Re: Long Island  Financial  Corp.  1998 Stock  Option Plan for Offer and Sale of
175,000 Shares of Common Stock

Ladies and Gentlemen:

     We  have  been  requested  by  Long  Island  Financial  Corp.,  a  Delaware
corporation,  (the  "Company") to issue a legal  opinion in connection  with the
registration  under the  Securities Act of 1933 on Form S-8 of 175,000 shares of
the Company's Common Stock, par value $.01 per share (the "Shares"), that may be
issued  under the Long Island  Financial  Corp.  1998 Stock  Option Plan (herein
referred to as the "Plan").

     We have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion. In our examination, we have
assumed and have not verified (i) the  genuineness of all  signatures,  (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the  originals  of all  documents  supplied  to us as  copies,  and  (iv) the
accuracy and  completeness  of all  corporate  records and  documents and of all
certificates  and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Long Island Commercial Bank.

     Based on the  foregoing  and limited in all respects to Delaware law, it is
our opinion that the Shares  reserved  under the Plan have been duly  authorized
and upon payment for and  issuance of the Shares in the manner  described in the
Plan, will be legally issued, fully paid and non-assessable.

     The following  provisions of the  Certificate of  Incorporation  may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give  effect to such  provisions  will not affect the duly  authorized,  validly
issued, fully paid and non-assessable status of the Common Stock:
(a)  Subsections  C.3 and C.6 of Article IV which grant the Board the  authority
     to construe and apply the  provisions of that Article and subsection C.4 of
     Article IV, to the extent that  subsection  obligates any person to provide
     the Board the information  such subsection  authorizes the Board to demand,
     in each case to the extent, if any, that a court applying Delaware law were
     to impose equitable limitations upon such authority; and

(b)  Article IX which  authorizes  the Board to consider the effect of any offer
     to  acquire  the  Company on  constituencies  other  than  stockholders  in
     evaluating any such offer.

     This opinion is rendered to you solely for your benefit in connection  with
the  issuance of the Shares as described  above.  This opinion may not be relied
upon by any other person or for any other  purpose,  and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned  registration  statement  on Form S-8 in which  this  opinion  is
contained) or any other person or entity  without the prior  written  consent of
this firm.

     We note that,  although certain  portions of the registration  statement on
Form S-8 (the financial  statements and  schedules)  have been included  therein
(through  incorporation  by reference) on the authority of "experts"  within the
meaning of the Securities Act, we are not experts with respect to any portion of
the  Registration   Statement,   including  without   limitation  the  financial
statements  or schedules or the other  financial  information  or data  included
therein.

     We hereby  consent to the filing of this  opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.

                                        Very truly yours,

                                        /s/ Muldoon, Murphy & Faucette LLP
                                        _________________________________
                                         MULDOON, MURPHY & FAUCETTE LLP
Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT
Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT

Board of Directors
Long Island Financial Corp.:

We consent to incorporation  by reference in the Registration  Statement for the
1998 Stock Option Plan on Form S-8 of Long Island  Financial Corp. of our report
dated January 22, 1999, relating to the balance sheets of Long Island Commercial
Bank as of December 31, 1998 and 1997,  and the related  statements of earnings,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year period ended December 31, 1998, which report has been incorporated by
reference  in the  December  31, 1998 annual  report on Form 10-K of Long Island
Financial Corp.

                                                     /s/ KPMG LLP

Melville, New York
August 27, 1999