<PAGE> 1



As filed with the  Securities  and  Exchange  Commission  on  November  10, 2003
                                                      Registration No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        NEW YORK COMMUNITY BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                                      06-1377322
(state or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                               615 MERRICK AVENUE
                            WESTBURY, NEW YORK 11590
                                 (516) 683-4100
                   (Address, including zip code, and telephone
    number, including area code, of registrant's principal executive offices)


                                TR FINANCIAL CORP
           1993 INCENTIVE STOCK OPTION PLAN, AS AMENDED AND RESTATED/1/

                              ROSLYN BANCORP, INC.
              AMENDED AND RESTATED 1997 STOCK-BASED INCENTIVE PLAN/1/

                              ROSLYN BANCORP, INC.
                        2001 STOCK-BASED INCENTIVE PLAN 1

                           (Full Titles of the Plans)
                       ----------------------------------

JOSEPH R. FICALORA                                 COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER              ERIC S. KRACOV, ESQ.
NEW YORK COMMUNITY BANCORP, INC.                   SUZANNE A. WALKER, ESQ.
615 MERRICK AVENUE                                 MULDOON MURPHY & FAUCETTE LLP
WESTBURY, NEW YORK 11590                           5101 WISCONSIN AVENUE, N.W.
(516) 683-4100                                     WASHINGTON, DC 20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.

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

<TABLE>
<CAPTION>

==================================================================================================================
   Title of each Class of          Amount to be      Proposed Purchase       Estimated Aggregate      Registration
Securities to be Registered       Registered(2)     Price Per Share           Offering Price             Fee
------------------------------------------------------------------------------------------------------------------
       <S>                    <C>                        <C>                    <C>                    <C>

        Common Stock            332,808 Shares(3)        $10.65(4)              $ 3,544,405               $287
       $.01 Par Value
------------------------------------------------------------------------------------------------------------------
        Common Stock          3,408,149 Shares(5)        $20.45(6)              $69,696,647             $5,639
       $.01 Par Value
------------------------------------------------------------------------------------------------------------------
        Common Stock          2,212,765 Shares(7)        $24.85(8)              $54,987,210             $4,449
       $.01 Par Value
------------------------------------------------------------------------------------------------------------------
                                                                                   Total               $10,375
==================================================================================================================
</TABLE>


<PAGE> 2




(1)  New York Community  Bancorp,  Inc. (the  "Company" or "NYCB"),  is offering
     shares of its common stock pursuant to these plans  because,  in the merger
     of Roslyn  Bancorp,  Inc.  ("Roslyn")  into NYCB, NYCB agreed to assume the
     obligations under these plans.

(2)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the TR Financial 1993 Incentive  Stock Option Plan, as amended and restated
     ("TR Plan"),  Roslyn Bancorp,  Inc. 1997 Stock-Based  Incentive Plan ("1997
     Plan") and the Roslyn Bancorp,  Inc. 2001 Stock-Based Incentive Plan ("2001
     Plan"),  as  the  result  of a  stock  split,  stock  dividend  or  similar
     adjustment  of the  outstanding  common stock of NYCB pursuant to 17 C.F.R.
     ss. 230.416(a).

(3)  Represents  the  total  number of shares  of NYCB  common  stock  currently
     reserved or  available  for  issuance  upon the  exercise of stock  options
     granted  or to be  granted  under  the TR Plan,  adjusted  to  reflect  the
     exchange ratio of 0.75 shares of NYCB common stock for each share of Roslyn
     common stock.

(4)  Represents the weighted  average price  determined by the adjusted  average
     exercise  price of $10.65 per share,  at which  options for 332,808  shares
     have been granted to date under the TR Plan.

(5)  Represents  the  total  number of shares  of NYCB  common  stock  currently
     reserved or  available  for  issuance  upon the  exercise of stock  options
     granted  or to be  granted  under the 1997 Plan,  adjusted  to reflect  the
     exchange ratio of 0.75 shares of NYCB common stock for each share of Roslyn
     common stock.

(6)  Represents the weighted  average price  determined by the adjusted  average
     exercise price of $20.45 per share,  at which options for 3,408,149  shares
     have been granted to date under the 1997 Plan.

(7)  Represents  the  total  number of shares  of NYCB  common  stock  currently
     reserved or  available  for  issuance  upon the  exercise of stock  options
     granted  or to be  granted  under the 2001 Plan,  adjusted  to reflect  the
     exchange ratio of 0.75 shares of NYCB common stock for each share of Roslyn
     common stock.

(8)  Represents the weighted  average price  determined by the adjusted  average
     exercise price of $24.85 per share,  at which options for 2,212,765  shares
     have been granted to date under the 2001 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. SS.230.462.



<PAGE> 3


NEW YORK COMMUNITY BANCORP, INC.

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

ITEMS 1 & 2. In connection  with the merger of Roslyn Bancorp,  Inc.  ("Roslyn")
into New York  Community  Bancorp,  Inc.  (the  "Company"  or "NYCB")  effective
October 31, 2003, NYCB assumed the obligations under the TR Financial Corp. 1993
Incentive  Stock Option Plan, as amended and restated,  the Amended and Restated
Roslyn  Bancorp,  Inc. 1997  Stock-Based  Incentive Plan and the Roslyn Bancorp,
Inc. 2001 Stock  Compensation Plan  (collectively,  the "Plans").  In connection
with its  assumption of the Plans,  NYCB is offering  shares of its common stock
pursuant to the Plans.  The documents  containing the  information for the Plans
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Plans 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 a  prospectus  or  prospectus  supplement
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 filed by the  Company  for the
                  fiscal year ended December 31, 2002,  filed with the SEC (File
                  No.   0-22278)  on  March  31,   2003,   which   includes  the
                  consolidated  statements  of  financial  condition of New York
                  Community  Bancorp,  Inc. and  subsidiaries as of December 31,
                  2002 and 2001,  and the  related  consolidated  statements  of
                  income,  changes in stockholders'  equity,  and cash flows for
                  each of the years in the three year period ended  December 31,
                  2002,  together  with the related notes and the report of KPMG
                  LLP, independent certified public accountants.

        (b)       The Quarterly Reports on Form 10-Q (File No. 0-22278) filed by
                  the Company for the fiscal  quarters  ended March 31, 2003 and
                  June 30, 2003 filed with the SEC on May 15,  2003,  and August
                  14, 2003, respectively.

        (c)       The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Form 8-A (File No.  0-22278),  filed by the
                  Company with the SEC on August 19,  1993,  and  including  any
                  amendment  or report  filed  with the SEC for the  purpose  of
                  updating this description.

        (d)       All  documents  filed by the  Registrant  pursuant to Sections
                  13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act of
                  1934, as amended (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.

<PAGE> 4

ITEM 4.  DESCRIPTION OF SECURITIES

         The  common  stock  to be  offered  pursuant  to  the  Plans  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

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Faucette LLP, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware  General  Corporation  Law ("DGCL"),  inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  (other than an action by or in the right of the  corporation) by
reason of the fact that such person is or was a director,  officer,  employee or
agent 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 other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the  person's  conduct was
unlawful.  Similar  indemnity is  authorized  for such person  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  may be made only as  authorized  in each  specific  case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

         Any such  indemnification  and  advancement of expenses  provided under
Section  145 shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent and shall  inure to the  benefit  of such  person's
heirs, executors and administrators.

         Section 145 further  authorizes a corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

         The Registrant has also entered into employment agreements with certain
executive  officers,  which  agreements  require that the Registrant  maintain a
directors' and officers'  liability  policy for the benefit of such officers and
that the Registrant  will indemnify such officers and their heirs to the fullest
extent permitted by law.

<PAGE> 5

         In addition,  pursuant to the Merger Agreement,  the Company has agreed
that,  following the effective time of the Merger, the Registrant will indemnify
and hold harmless  each director and officer of RCF or any of its  subsidiaries,
with respect to matters  existing or occurring at or prior to the effective time
of the Merger,  whether  asserted or claimed prior to, at or after the effective
time. The Registrant has also agreed in the Merger Agreement to maintain,  for a
period of six years  following the effective time of the Merger,  the directors'
and officers'  liability  insurance coverage maintained by RCF (or substantially
equivalent  coverage  under  substitute  policies)  with  respect  to any claims
arising out of any actions or omissions  occurring at or prior to the  effective
time of the Merger; provided,  however, that NYCB is not required to expend more
than 200% of the amount expended by RCF for such coverage prior to the effective
time of the Merger.

         In accordance with the DGCL (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, judgment, fines, ERISA excise taxes or
         penalties  and  amounts  paid in  settlement)  reasonably  incurred  or
         suffered by such indemnitee in connection therewith; provided, however,
         that,   except  as  provided  in  Section  C  hereof  with  respect  to
         proceedings to enforce rights to indemnification, the Corporation shall
         indemnify any such  indemnitee in connection with a proceeding (or part
         thereof)  initiated by such indemnitee only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.

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

<PAGE> 6

         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.

                  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.

<PAGE> 7

         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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

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

         10.1        TR  Financial  Corp. 1993  Incentive  Stock Option Plan, as
                     amended and restated.

         10.2        Amended and Restated Roslyn Bancorp, Inc. 1997  Stock-Based
                     Incentive Plan.

         10.3        Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan.

         10.4        Form  of  New  York  Community  Bancorp, Inc. Stock  Option
                     Assumption Agreement.

         23.1        Consent of  Muldoon Murphy & Faucette LLP (contained in the
                     opinion included as Exhibit 5).

<PAGE> 8

         23.2        Consent of KPMG LLP.

         24          Power of Attorney is located on the signature pages.

ITEM 9.   UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

             (1)     To  file, during  any  period  in which it offers or  sells
                     securities, a post-effective amendment to this Registration
                     Statement to:

                     (i)      Include any  Prospectus  required by Section 10(a)
                              (3) of the Securities Act;

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

                     (iii)    Include  any   material  information  with respect
                              to  the  plan  of   distribution   not  previously
                              disclosed  in the  Registration  Statement  or any
                              material   change  to  such   information  in  the
                              Registration Statement;

             PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
             apply  if  the   information   required   to  be   included   in  a
             post-effective  amendment  by  those  paragraphs  is  contained  in
             periodic reports filed by the registrant  pursuant to Section 13 or
             15(d) of the Securities  Exchange Act of 1934 that are incorporated
             by reference into this Registration Statement.

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

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

         (b) The undersigned hereby undertakes that, for purposes of determining
             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.


<PAGE> 9


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, New York Community
Bancorp, Inc. hereby certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Westbury,  State of New York,  on November 10,
2003.

                                        NEW YORK COMMUNITY BANCORP, INC.



                                        By:/s/ Joseph R. Ficalora
                                           -------------------------------------
                                           Joseph R. Ficalora
                                           President and Chief Executive Officer

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

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Ficalora) constitutes and appoints Joseph R. Ficalora, and
Mr.  Ficalora  constitutes and appoints  Michael Puorro,  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.

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


/s/ Michael F. Manzulli         Co-Chairman of the Board       November 10, 2003
-------------------------
Michael F. Manzulli


/s/Joseph L. Mancino            Co-Chairman of the Board       November 10, 2003
-------------------------
Joseph L. Mancino


/s/ Joseph R. Ficalora          President and Chief            November 10, 2003
-------------------------       Executive Officer (Principal
Joseph R. Ficalora              Executive Officer)

/s/ Michael P. Puorro           Executive Vice President       November 10, 2003
-------------------------       and Chief Financial Officer
Michael P. Puorro               (Principal Financial and
                                Accounting Officer)


/s/ Donald M. Blake             Director                       November 10, 2003
-------------------------
Donald M. Blake

<PAGE> 10

/s/ Anthony E. Burke                 Director                  November 10, 2003
-------------------------------
Anthony E. Burke


/s/ Dominick Ciampa                  Director                  November 10, 2003
-------------------------------
Dominick Ciampa


/s/ Robert S. Farrell                Director                  November 10, 2003
-------------------------------
Robert S. Farrell

/s/ William C. Frederick, M.D.       Director                  November 10, 2003
-------------------------------
William C. Frederick, M.D.


/s/ Max L. Kupferberg                Director                  November 10, 2003
-------------------------------
Max L. Kupferberg


/s/ Howard C. Miller                 Director                  November 10, 2003
-------------------------------
Howard C. Miller


/s/ John A. Pileski                  Director                  November 10, 2003
-------------------------------
John A. Pileski


/s/ James J. O'Donovan               Director                  November 10, 2003
-------------------------------
James J. O'Donovan


/s/ Maureen E. Clancy                Director                  November 10, 2003
-------------------------------
Maureen E. Clancy


/s/ Thomas A. Doherty, Jr.           Director                  November 10, 2003
-------------------------------
Thomas A. Doherty, Jr.


/s/ John M. Tsimbinos                Director                  November 10, 2003
-------------------------------
John M. Tsimbinos


/s/ Spiros J. Voutsinas              Director                  November 10, 2003
-------------------------------
Spiros J. Voutsinas


<PAGE> 11
<TABLE>
<CAPTION>


                                  EXHIBIT INDEX
                                  -------------

-------------------------------------------------------------------------------------------------------
 EXHIBIT NO.    DESCRIPTION                                       METHOD OF FILING       SEQUENTIALLY
                                                                                           NUMBERED
                                                                                            PAGE
                                                                                          LOCATION
-------------------------------------------------------------------------------------------------------
     <S>        <C>                                               <C>                    <C>

      5         Opinion of Muldoon Murphy & Faucette LLP          Filed herewith.         --

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

     10.1       TR Financial Corp. 1993 Incentive Stock           Filed herewith.
                Option Plan, as amended and restated

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

     10.2       Amended and Restated Roslyn Bancorp, Inc.         Filed herewith.
                1997 Stock-Based Incentive Plan

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

     10.3       Roslyn Bancorp, Inc. 2001 Stock-Based             Filed herewith.
                Incentive Plan

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

     10.4       Form of New York Community Bancorp, Inc.          Filed herewith.
                Stock Option Assumption Agreement

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

     23.1       Consent of Muldoon Murphy & Faucette LLP          Contained in Exhibit 5 hereof.

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

     23.2       Consent of KPMG LLP                               Filed herewith.

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

      24        Power of Attorney                                 Located on the signature page.

-------------------------------------------------------------------------------------------------------
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "nycbs811-6.txt", "secsgml_size_bytes": 38635}]
{"company-data": {"conformed-name": "NEW YORK COMMUNITY BANCORP INC", "cik": "0000910073", "assigned-sic": "6036", "irs-number": "061377322", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110361", "film-number": "03987435"}, "business-address": {"street1": "615 MERRICK AVE", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "7183596400"}, "mail-address": {"street1": "615 MERRICK AVE", "city": "WESTBURY", "state": "NY", "zip": "11590"}, "former-company": {"former-conformed-name": "QUEENS COUNTY BANCORP INC", "date-changed": "19930802"}}
1

As filed with the  Securities  and  Exchange  Commission  on  November  10, 2003
                                                      Registration No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        NEW YORK COMMUNITY BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                                      06-1377322
(state or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                               615 MERRICK AVENUE
                            WESTBURY, NEW YORK 11590
                                 (516) 683-4100
                   (Address, including zip code, and telephone
    number, including area code, of registrant's principal executive offices)

                                TR FINANCIAL CORP
           1993 INCENTIVE STOCK OPTION PLAN, AS AMENDED AND RESTATED/1/

                              ROSLYN BANCORP, INC.
              AMENDED AND RESTATED 1997 STOCK-BASED INCENTIVE PLAN/1/

                              ROSLYN BANCORP, INC.
                        2001 STOCK-BASED INCENTIVE PLAN 1

                           (Full Titles of the Plans)
                       ----------------------------------

JOSEPH R. FICALORA                                 COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER              ERIC S. KRACOV, ESQ.
NEW YORK COMMUNITY BANCORP, INC.                   SUZANNE A. WALKER, ESQ.
615 MERRICK AVENUE                                 MULDOON MURPHY & FAUCETTE LLP
WESTBURY, NEW YORK 11590                           5101 WISCONSIN AVENUE, N.W.
(516) 683-4100                                     WASHINGTON, DC 20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     -----
==================================================================================================================
   Title of each Class of          Amount to be      Proposed Purchase       Estimated Aggregate      Registration
Securities to be Registered       Registered(2)     Price Per Share           Offering Price             Fee
------------------------------------------------------------------------------------------------------------------
Common Stock            332,808 Shares(3)        $10.65(4)              $ 3,544,405               $287
       $.01 Par Value
------------------------------------------------------------------------------------------------------------------
        Common Stock          3,408,149 Shares(5)        $20.45(6)              $69,696,647             $5,639
       $.01 Par Value
------------------------------------------------------------------------------------------------------------------
        Common Stock          2,212,765 Shares(7)        $24.85(8)              $54,987,210             $4,449
       $.01 Par Value
------------------------------------------------------------------------------------------------------------------
                                                                                   Total               $10,375
==================================================================================================================
2

(1)  New York Community  Bancorp,  Inc. (the  "Company" or "NYCB"),  is offering
     shares of its common stock pursuant to these plans  because,  in the merger
     of Roslyn  Bancorp,  Inc.  ("Roslyn")  into NYCB, NYCB agreed to assume the
     obligations under these plans.

(2)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the TR Financial 1993 Incentive  Stock Option Plan, as amended and restated
     ("TR Plan"),  Roslyn Bancorp,  Inc. 1997 Stock-Based  Incentive Plan ("1997
     Plan") and the Roslyn Bancorp,  Inc. 2001 Stock-Based Incentive Plan ("2001
     Plan"),  as  the  result  of a  stock  split,  stock  dividend  or  similar
     adjustment  of the  outstanding  common stock of NYCB pursuant to 17 C.F.R.
     ss. 230.416(a).

(3)  Represents  the  total  number of shares  of NYCB  common  stock  currently
     reserved or  available  for  issuance  upon the  exercise of stock  options
     granted  or to be  granted  under  the TR Plan,  adjusted  to  reflect  the
     exchange ratio of 0.75 shares of NYCB common stock for each share of Roslyn
     common stock.

(4)  Represents the weighted  average price  determined by the adjusted  average
     exercise  price of $10.65 per share,  at which  options for 332,808  shares
     have been granted to date under the TR Plan.

(5)  Represents  the  total  number of shares  of NYCB  common  stock  currently
     reserved or  available  for  issuance  upon the  exercise of stock  options
     granted  or to be  granted  under the 1997 Plan,  adjusted  to reflect  the
     exchange ratio of 0.75 shares of NYCB common stock for each share of Roslyn
     common stock.

(6)  Represents the weighted  average price  determined by the adjusted  average
     exercise price of $20.45 per share,  at which options for 3,408,149  shares
     have been granted to date under the 1997 Plan.

(7)  Represents  the  total  number of shares  of NYCB  common  stock  currently
     reserved or  available  for  issuance  upon the  exercise of stock  options
     granted  or to be  granted  under the 2001 Plan,  adjusted  to reflect  the
     exchange ratio of 0.75 shares of NYCB common stock for each share of Roslyn
     common stock.

(8)  Represents the weighted  average price  determined by the adjusted  average
     exercise price of $24.85 per share,  at which options for 2,212,765  shares
     have been granted to date under the 2001 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. SS.230.462.
3

NEW YORK COMMUNITY BANCORP, INC.

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

ITEMS 1 & 2. In connection  with the merger of Roslyn Bancorp,  Inc.  ("Roslyn")
into New York  Community  Bancorp,  Inc.  (the  "Company"  or "NYCB")  effective
October 31, 2003, NYCB assumed the obligations under the TR Financial Corp. 1993
Incentive  Stock Option Plan, as amended and restated,  the Amended and Restated
Roslyn  Bancorp,  Inc. 1997  Stock-Based  Incentive Plan and the Roslyn Bancorp,
Inc. 2001 Stock  Compensation Plan  (collectively,  the "Plans").  In connection
with its  assumption of the Plans,  NYCB is offering  shares of its common stock
pursuant to the Plans.  The documents  containing the  information for the Plans
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Plans 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 a  prospectus  or  prospectus  supplement
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 filed by the  Company  for the
                  fiscal year ended December 31, 2002,  filed with the SEC (File
                  No.   0-22278)  on  March  31,   2003,   which   includes  the
                  consolidated  statements  of  financial  condition of New York
                  Community  Bancorp,  Inc. and  subsidiaries as of December 31,
                  2002 and 2001,  and the  related  consolidated  statements  of
                  income,  changes in stockholders'  equity,  and cash flows for
                  each of the years in the three year period ended  December 31,
                  2002,  together  with the related notes and the report of KPMG
                  LLP, independent certified public accountants.

        (b)       The Quarterly Reports on Form 10-Q (File No. 0-22278) filed by
                  the Company for the fiscal  quarters  ended March 31, 2003 and
                  June 30, 2003 filed with the SEC on May 15,  2003,  and August
                  14, 2003, respectively.

        (c)       The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Form 8-A (File No.  0-22278),  filed by the
                  Company with the SEC on August 19,  1993,  and  including  any
                  amendment  or report  filed  with the SEC for the  purpose  of
                  updating this description.

        (d)       All  documents  filed by the  Registrant  pursuant to Sections
                  13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act of
                  1934, as amended (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.
4

ITEM 4.  DESCRIPTION OF SECURITIES

         The  common  stock  to be  offered  pursuant  to  the  Plans  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

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Faucette LLP, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware  General  Corporation  Law ("DGCL"),  inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  (other than an action by or in the right of the  corporation) by
reason of the fact that such person is or was a director,  officer,  employee or
agent 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 other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the  person's  conduct was
unlawful.  Similar  indemnity is  authorized  for such person  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  may be made only as  authorized  in each  specific  case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

         Any such  indemnification  and  advancement of expenses  provided under
Section  145 shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent and shall  inure to the  benefit  of such  person's
heirs, executors and administrators.

         Section 145 further  authorizes a corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

         The Registrant has also entered into employment agreements with certain
executive  officers,  which  agreements  require that the Registrant  maintain a
directors' and officers'  liability  policy for the benefit of such officers and
that the Registrant  will indemnify such officers and their heirs to the fullest
extent permitted by law.
5

         In addition,  pursuant to the Merger Agreement,  the Company has agreed
that,  following the effective time of the Merger, the Registrant will indemnify
and hold harmless  each director and officer of RCF or any of its  subsidiaries,
with respect to matters  existing or occurring at or prior to the effective time
of the Merger,  whether  asserted or claimed prior to, at or after the effective
time. The Registrant has also agreed in the Merger Agreement to maintain,  for a
period of six years  following the effective time of the Merger,  the directors'
and officers'  liability  insurance coverage maintained by RCF (or substantially
equivalent  coverage  under  substitute  policies)  with  respect  to any claims
arising out of any actions or omissions  occurring at or prior to the  effective
time of the Merger; provided,  however, that NYCB is not required to expend more
than 200% of the amount expended by RCF for such coverage prior to the effective
time of the Merger.

         In accordance with the DGCL (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, judgment, fines, ERISA excise taxes or
         penalties  and  amounts  paid in  settlement)  reasonably  incurred  or
         suffered by such indemnitee in connection therewith; provided, however,
         that,   except  as  provided  in  Section  C  hereof  with  respect  to
         proceedings to enforce rights to indemnification, the Corporation shall
         indemnify any such  indemnitee in connection with a proceeding (or part
         thereof)  initiated by such indemnitee only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.

                  B. The right to indemnification conferred in Section A of this
         Article TENTH shall include the right to be paid by the Corporation the
         expenses  incurred in defending  any such  proceeding in advance of its
         final   disposition   (hereinafter   and  "advancement  of  expenses");
         provided,  however,  that,  if the  Delaware  General  Corporation  Law
         requires,  an advancement of expenses  incurred by an indemnitee in his
         or her capacity as a Director or Officer (and not in any other capacity
         in which  service  was or is rendered  by such  indemnitee,  including,
         without limitation, services to an employee benefit plan) shall be made
         only upon delivery to the Corporation of an undertaking (hereinafter an
         "undertaking"),  by or on  behalf  of such  indemnitee,  to  repay  all
         amounts so  advanced  if it shall  ultimately  be  determined  by final
         judicial  decision  from  which  there is no  further  right to  appeal
         (hereinafter  a  "final  adjudication")  that  such  indemnitee  is not
         entitled to be  indemnified  for such  expenses  under this  Section or
         otherwise.  The rights to  indemnification  and to the  advancement  of
         expenses  conferred in Sections A and B of
6

         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.

                  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.
7

         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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

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

         10.1        TR  Financial  Corp. 1993  Incentive  Stock Option Plan, as
                     amended and restated.

         10.2        Amended and Restated Roslyn Bancorp, Inc. 1997  Stock-Based
                     Incentive Plan.

         10.3        Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan.

         10.4        Form  of  New  York  Community  Bancorp, Inc. Stock  Option
                     Assumption Agreement.

         23.1        Consent of  Muldoon Murphy & Faucette LLP (contained in the
                     opinion included as Exhibit 5).
8

         23.2        Consent of KPMG LLP.

         24          Power of Attorney is located on the signature pages.

ITEM 9.   UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

             (1)     To  file, during  any  period  in which it offers or  sells
                     securities, a post-effective amendment to this Registration
                     Statement to:

                     (i)      Include any  Prospectus  required by Section 10(a)
                              (3) of the Securities Act;

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

                     (iii)    Include  any   material  information  with respect
                              to  the  plan  of   distribution   not  previously
                              disclosed  in the  Registration  Statement  or any
                              material   change  to  such   information  in  the
                              Registration Statement;

             PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
             apply  if  the   information   required   to  be   included   in  a
             post-effective  amendment  by  those  paragraphs  is  contained  in
             periodic reports filed by the registrant  pursuant to Section 13 or
             15(d) of the Securities  Exchange Act of 1934 that are incorporated
             by reference into this Registration Statement.

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

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

         (b) The undersigned hereby undertakes that, for purposes of determining
             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.
9

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, New York Community
Bancorp, Inc. hereby certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Westbury,  State of New York,  on November 10,
2003.

                                        NEW YORK COMMUNITY BANCORP, INC.

                                        By:/s/ Joseph R. Ficalora
                                           -------------------------------------
                                           Joseph R. Ficalora
                                           President and Chief Executive Officer

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

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Ficalora) constitutes and appoints Joseph R. Ficalora, and
Mr.  Ficalora  constitutes and appoints  Michael Puorro,  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.

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

/s/ Michael F. Manzulli         Co-Chairman of the Board       November 10, 2003
-------------------------
Michael F. Manzulli

/s/Joseph L. Mancino            Co-Chairman of the Board       November 10, 2003
-------------------------
Joseph L. Mancino

/s/ Joseph R. Ficalora          President and Chief            November 10, 2003
-------------------------       Executive Officer (Principal
Joseph R. Ficalora              Executive Officer)

/s/ Michael P. Puorro           Executive Vice President       November 10, 2003
-------------------------       and Chief Financial Officer
Michael P. Puorro               (Principal Financial and
                                Accounting Officer)

/s/ Donald M. Blake             Director                       November 10, 2003
-------------------------
Donald M. Blake
10

/s/ Anthony E. Burke                 Director                  November 10, 2003
-------------------------------
Anthony E. Burke

/s/ Dominick Ciampa                  Director                  November 10, 2003
-------------------------------
Dominick Ciampa

/s/ Robert S. Farrell                Director                  November 10, 2003
-------------------------------
Robert S. Farrell

/s/ William C. Frederick, M.D.       Director                  November 10, 2003
-------------------------------
William C. Frederick, M.D.

/s/ Max L. Kupferberg                Director                  November 10, 2003
-------------------------------
Max L. Kupferberg

/s/ Howard C. Miller                 Director                  November 10, 2003
-------------------------------
Howard C. Miller

/s/ John A. Pileski                  Director                  November 10, 2003
-------------------------------
John A. Pileski

/s/ James J. O'Donovan               Director                  November 10, 2003
-------------------------------
James J. O'Donovan

/s/ Maureen E. Clancy                Director                  November 10, 2003
-------------------------------
Maureen E. Clancy

/s/ Thomas A. Doherty, Jr.           Director                  November 10, 2003
-------------------------------
Thomas A. Doherty, Jr.

/s/ John M. Tsimbinos                Director                  November 10, 2003
-------------------------------
John M. Tsimbinos

/s/ Spiros J. Voutsinas              Director                  November 10, 2003
-------------------------------
Spiros J. Voutsinas
11
EXHIBIT INDEX
                                  -------------

-------------------------------------------------------------------------------------------------------
 EXHIBIT NO.    DESCRIPTION                                       METHOD OF FILING       SEQUENTIALLY
                                                                                           NUMBERED
                                                                                            PAGE
                                                                                          LOCATION
-------------------------------------------------------------------------------------------------------
5         Opinion of Muldoon Murphy & Faucette LLP          Filed herewith.         --

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

     10.1       TR Financial Corp. 1993 Incentive Stock           Filed herewith.
                Option Plan, as amended and restated

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

     10.2       Amended and Restated Roslyn Bancorp, Inc.         Filed herewith.
                1997 Stock-Based Incentive Plan

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

     10.3       Roslyn Bancorp, Inc. 2001 Stock-Based             Filed herewith.
                Incentive Plan

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

     10.4       Form of New York Community Bancorp, Inc.          Filed herewith.
                Stock Option Assumption Agreement

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

     23.1       Consent of Muldoon Murphy & Faucette LLP          Contained in Exhibit 5 hereof.

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

     23.2       Consent of KPMG LLP                               Filed herewith.

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

      24        Power of Attorney                                 Located on the signature page.

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