<page> 1


As filed with the Securities and Exchange Commission on July 31, 2001
                                                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)

                         RICHMOND COUNTY FINANCIAL CORP.
                        1998 STOCK-BASED INCENTIVE PLAN1

                         RICHMOND COUNTY FINANCIAL CORP.
                            STOCK COMPENSATION PLAN1

                            BAYONNE BANCSHARES, INC.,
                              AMENDED AND RESTATED
                             1995 STOCK OPTION PLAN
                (AS ASSUMED BY RICHMOND COUNTY FINANCIAL CORP.)1

                    SOUTH JERSEY FINANCIAL CORPORATION, INC.
                             2000 STOCK OPTION PLAN
                (AS ASSUMED BY RICHMOND COUNTY FINANCIAL CORP.)1

                           (Full Titles of the Plans)
                       ----------------------------------
JOSEPH R. FICALORA                                 COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER    ERIC S. KRACOV, ESQ.
NEW YORK COMMUNITY BANCORP, INC.                   MULDOON MURPHY & FAUCETTE LLP
615 MERRICK AVENUE                                 5101 WISCONSIN AVENUE, N.W.
WESTBURY, NEW YORK 11590                           WASHINGTON, DC 20016
(516) 683-4100                                     (202) 363-0840
(Name, address, including zip code, and telephone
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                2,614,174         $16.26             $42,506,469
     $.01 Par Value               Shares (3)         (4)
------------------------------------------------------------------------------------------------------
      Common Stock                  489,358         $23.15             $11,328,638
     $.01 Par Value               Shares (5)         (6)
------------------------------------------------------------------------------------------------------
      Common Stock                   22,532         $4.14
     $.01 Par Value               Shares (7)         (8)                   $93,282
------------------------------------------------------------------------------------------------------
      Common Stock                 165,822          $13.92
     $.01 Par Value               Shares (9)         (10)               $2,308,242         $14,060
======================================================================================================

(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 Richmond County Financial Corp.  ("RCF") into
     NYCB, NYCB succeeded to RCF's 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 Richmond County Financial Corp. 1998
     Stock-Based Incentive Plan (the "RCF Incentive Plan"), the Richmond County Financial Corp. Stock
     Compensation Plan (the "RCF Stock Compensation Plan"), the Amended and Restated Bayonne Bancshares,
     Inc. 1995 Stock Option Plan as assumed by Richmond County Financial Corp. (the "Bayonne Option Plan")
     and the South Jersey Financial Corporation, Inc. 2000 Stock Option Plan as assumed by Richmond County
     Financial Corp. (the "South Jersey Option 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. Section 230.416(a).
</table>


<page> 2




(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 RCF Incentive Plan,  adjusted to reflect
     the  exchange  ratio of 1.02 shares of NYCB common  stock for each share of
     RCF common stock.

(4)  Represents  the weighted  average price  determined by the adjusted average
     exercise price of $15.88 per share,  at which options for 2,611,553  shares
     have been granted to date under the RCF Incentive  Plan, and the average of
     the high and low prices of $ 39.97 per  share,  as  reported  on the Nasdaq
     National  Market on July 24, 2001,  for 2,621 shares for which options have
     not yet been granted under the RCF Incentive Plan,  calculated  pursuant to
     17 C.F.R. Section 457.

(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 RCF Stock Compensation Plan, adjusted to
     reflect the  exchange  ratio of 1.02  shares of NYCB common  stock for each
     share of RCF common stock.

(6)  Represents the weighted average price  determined  by the adjusted  average
     exercise  price of $15.81 per share,  at which  options for 340,632  shares
     have been granted to date under the RCF Stock  Compensation  Plan,  and the
     average of the high and low prices of $39.97 per share,  as reported on the
     Nasdaq  National  Market on July 24,  2001,  for  148,726  shares for which
     options have not yet been granted  under the RCF Stock  Compensation  Plan,
     calculated pursuant to 17 C.F.R. Section 457.

(7)  Represents the total number of shares currently available for issuance upon
     the exercise of stock  options  granted  under the Bayonne  Option Plan, as
     adjusted to reflect the exchange  ratio of 1.02 shares of NYCB common stock
     for each share of RCF common stock.

(8)  Represents the  adjusted average exercise price of $4.14 per  share for the
     outstanding  options granted under the Bayonne Option Plan,  pursuant to 17
     C.F.R. Section 457.

(9)  Represents the total number of shares currently available for issuance upon
     the exercise of stock  options  granted under the South Jersey Option Plan,
     as  adjusted to reflect  the  exchange  ratio of 1.02 shares of NYCB common
     stock for each share of RCF common stock.

(10) Represents the adjusted average exercise price of $ 13.92 per share for the
     outstanding options granted under the South Jersey Option Plan, pursuant to
     17 C.F.R. Section 457.

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 75
Exhibit Index begins on Page 11


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<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 Richmond  County  Financial Corp.
("RCF")  into New  York  Community  Bancorp,  Inc.  (the  "Company"  or  "NYCB")
effective July 31, 2001, NYCB succeeded to RCF's  obligations under the Richmond
County  Financial  Corp.  1998  Stock-Based  Incentive  Plan (the "RCF Incentive
Plan"),  the Richmond County Financial Corp. Stock  Compensation  Plan (the "RCF
Stock  Compensation  Plan"), the Amended and Restated Bayonne  Bancshares,  Inc.
1995 Stock Option  Plan,  as assumed by Richmond  County  Financial  Corp.  (the
"Bayonne Option Plan"),  and the South Jersey Financial  Corporation,  Inc. 2000
Stock Option Plan, as assumed by Richmond  County  Financial  Corp.  (the "South
Jersey  Option  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, 2000, filed with the SEC (File No. 0-22278) on March 31,
2001, which includes the consolidated  statements of financial  condition of New
York Community Bancorp,  Inc. and subsidiaries as of December 31, 2000 and 1999,
and the related  consolidated  statements  of income and  comprehensive  income,
changes  in  stockholders'  equity,  and cash flows for each of the years in the
three year period ended  December 31, 2000,  together with the related notes and
the report of KPMG LLP, independent certified public accountants.

      (b) The  Quarterly  Report on Form 10-Q  (File No.  0-22278)  filed by the
Company for the fiscal  quarter ended March 31, 2001,  filed with the SEC on May
11, 2001.

      (c) The  Current  Reports  on Form 8-K  (File  No.  0-22278)  filed by the
Company with the SEC on February 12, 2001 and March 28, 2001.

      (d) 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.

      (e) 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


<page> 4



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.

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.


                                        3

<page> 5



      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.

      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,

                                      4

<page> 6



      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.

            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.


                                        5

<page> 7



            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.

      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):



                                        6

<page> 8



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

      10.1     Richmond County Financial Corp. 1998 Stock-Based Incentive Plan.

      10.2     Richmond County Financial Corp. Stock Compensation Plan.

      10.3     Bayonne Bancshares, Inc. 1995 Stock Option Plan, as assumed by
               Richmond County Financial Corp.

      10.4     South Jersey Financial Corporation, Inc. 2000 Stock Option Plan,
               as assumed by Richmond County Financial Corp.

      10.5     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).

      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


                                      7

<page> 9



            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
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's  or the Plan'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.





                                      8

<page> 10




                                   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 July 24, 2001.

                           NEW YORK COMMUNITY BANCORP, INC.



                           By: /s/ Joseph R. Ficalora
                               ------------------------------------------------
                               Joseph R. Ficalora
                               Chairman, 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 J. Lincks, 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/ Joseph R. Ficalora        Chairman, President and             July 24, 2001
----------------------------  Chief Executive Officer
Joseph R. Ficalora            (principal executive officer)


/s/ Michael J. Lincks         Executive Vice President and        July 24, 2001
----------------------------  Corporate Secretary
Michael J. Lincks


/s/ Robert Wann               Senior Vice President, Comptroller  July 24, 2001
----------------------------  and Chief Financial Officer
Robert Wann                   (principal accounting and financial
                              officer)



                                      9

<page> 11




/s/ Donald M. Blake           Director                            July 24, 2001
----------------------------
Donald M. Blake


/s/ Dominick Ciampa           Director                            July 24, 2001
----------------------------
Dominick Ciampa


/s/ Henry E. Froebel          Director                            July 24, 2001
----------------------------
Henry E. Froebel


/s/ Msgr. Thomas J. Hartman   Director                            July 24, 2001
----------------------------
Msgr. Thomas J. Hartman


/s/ Max L. Kupferberg         Director                            July 24, 2001
----------------------------
Max L. Kupferberg


/s/ Michael J. Levine         Director                            July 24, 2001
----------------------------
Michael J. Levine


/s/ Howard C. Miller          Director                            July 24, 2001
----------------------------
Howard C. Miller


/s/ Richard H. O'Neill        Director                            July 24, 2001
----------------------------
Richard H. O'Neill


/s/ John A. Pileski           Director                            July 24, 2001
----------------------------
John A. Pileski



/s/ Robert M. Sprotte         Director                            July 24, 2001
----------------------------
Robert M. Sprotte



                                      10

<page> 12
<table>
<caption>


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


                                                                                         Sequentially
                                                                                           Numbered
                                                                                            Page
Exhibit No.  Description                                Method of Filing                   Location
---------    ----------------------------------------   ------------------------------    ----------

  <s>        <c>                                        <c>                                   <c>
    4        Stock Certificate of New York Community    Incorporated herein by                --
             Bancorp, Inc. (formerly Queens County      reference from Exhibit 4 of the
             Bancorp., Inc.)                            Registrant's Registration
                                                        Statement  on Form  S-1  (SEC  No.
                                                        33-66852),  as amended, filed with
                                                        the  SEC  on  July  30,  1993  and
                                                        declared  effective  on October 1,
                                                        1993.

    5        Opinion of Muldoon Murphy & Faucette LLP   Filed herewith.                       12

  10.1       Richmond County Financial Corp. 1998       Filed herewith.                       16
             Stock-Based Incentive Plan

  10.2       Richmond County Financial Corp. Stock      Filed herewith.                       32
             Option Compensation Plan

  10.3       Bayonne Bancshares, Inc. 1995 Stock        Filed herewith.                       46
             Option Plan (as assumed by Richmond
             County Financial Corp.)

  10.4       South Jersey Financial Corporation, Inc.   Filed herewith.                       56
             2000 Stock Option Plan (as assumed by
             Richmond County Financial Corp.)

  10.5       Form of New York Community Bancorp, Inc.   Filed herewith.                       67
             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.                       72

   24        Power of Attorney                          Located on the signature page.        --


</table>


                                       11
[{"type": "S-8", "sequence": "1", "filename": "nycbforms-8.txt", "secsgml_size_bytes": 39433}]
{"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": "333-66366", "film-number": "1694077"}, "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 July 31, 2001
                                                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)

                         RICHMOND COUNTY FINANCIAL CORP.
                        1998 STOCK-BASED INCENTIVE PLAN1

                         RICHMOND COUNTY FINANCIAL CORP.
                            STOCK COMPENSATION PLAN1

                            BAYONNE BANCSHARES, INC.,
                              AMENDED AND RESTATED
                             1995 STOCK OPTION PLAN
                (AS ASSUMED BY RICHMOND COUNTY FINANCIAL CORP.)1

                    SOUTH JERSEY FINANCIAL CORPORATION, INC.
                             2000 STOCK OPTION PLAN
                (AS ASSUMED BY RICHMOND COUNTY FINANCIAL CORP.)1

                           (Full Titles of the Plans)
                       ----------------------------------
JOSEPH R. FICALORA                                 COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER    ERIC S. KRACOV, ESQ.
NEW YORK COMMUNITY BANCORP, INC.                   MULDOON MURPHY & FAUCETTE LLP
615 MERRICK AVENUE                                 5101 WISCONSIN AVENUE, N.W.
WESTBURY, NEW YORK 11590                           WASHINGTON, DC 20016
(516) 683-4100                                     (202) 363-0840
(Name, address, including zip code, and telephone
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                2,614,174         $16.26             $42,506,469
     $.01 Par Value               Shares (3)         (4)
------------------------------------------------------------------------------------------------------
      Common Stock                  489,358         $23.15             $11,328,638
     $.01 Par Value               Shares (5)         (6)
------------------------------------------------------------------------------------------------------
      Common Stock                   22,532         $4.14
     $.01 Par Value               Shares (7)         (8)                   $93,282
------------------------------------------------------------------------------------------------------
      Common Stock                 165,822          $13.92
     $.01 Par Value               Shares (9)         (10)               $2,308,242         $14,060
======================================================================================================

(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 Richmond County Financial Corp.  ("RCF") into
     NYCB, NYCB succeeded to RCF's 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 Richmond County Financial Corp. 1998
     Stock-Based Incentive Plan (the "RCF Incentive Plan"), the Richmond County Financial Corp. Stock
     Compensation Plan (the "RCF Stock Compensation Plan"), the Amended and Restated Bayonne Bancshares,
     Inc. 1995 Stock Option Plan as assumed by Richmond County Financial Corp. (the "Bayonne Option Plan")
     and the South Jersey Financial Corporation, Inc. 2000 Stock Option Plan as assumed by Richmond County
     Financial Corp. (the "South Jersey Option 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. Section 230.416(a).
2

(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 RCF Incentive Plan,  adjusted to reflect
     the  exchange  ratio of 1.02 shares of NYCB common  stock for each share of
     RCF common stock.

(4)  Represents  the weighted  average price  determined by the adjusted average
     exercise price of $15.88 per share,  at which options for 2,611,553  shares
     have been granted to date under the RCF Incentive  Plan, and the average of
     the high and low prices of $ 39.97 per  share,  as  reported  on the Nasdaq
     National  Market on July 24, 2001,  for 2,621 shares for which options have
     not yet been granted under the RCF Incentive Plan,  calculated  pursuant to
     17 C.F.R. Section 457.

(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 RCF Stock Compensation Plan, adjusted to
     reflect the  exchange  ratio of 1.02  shares of NYCB common  stock for each
     share of RCF common stock.

(6)  Represents the weighted average price  determined  by the adjusted  average
     exercise  price of $15.81 per share,  at which  options for 340,632  shares
     have been granted to date under the RCF Stock  Compensation  Plan,  and the
     average of the high and low prices of $39.97 per share,  as reported on the
     Nasdaq  National  Market on July 24,  2001,  for  148,726  shares for which
     options have not yet been granted  under the RCF Stock  Compensation  Plan,
     calculated pursuant to 17 C.F.R. Section 457.

(7)  Represents the total number of shares currently available for issuance upon
     the exercise of stock  options  granted  under the Bayonne  Option Plan, as
     adjusted to reflect the exchange  ratio of 1.02 shares of NYCB common stock
     for each share of RCF common stock.

(8)  Represents the  adjusted average exercise price of $4.14 per  share for the
     outstanding  options granted under the Bayonne Option Plan,  pursuant to 17
     C.F.R. Section 457.

(9)  Represents the total number of shares currently available for issuance upon
     the exercise of stock  options  granted under the South Jersey Option Plan,
     as  adjusted to reflect  the  exchange  ratio of 1.02 shares of NYCB common
     stock for each share of RCF common stock.

(10) Represents the adjusted average exercise price of $ 13.92 per share for the
     outstanding options granted under the South Jersey Option Plan, pursuant to
     17 C.F.R. Section 457.

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 75
Exhibit Index begins on Page 11

                                        2
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 Richmond  County  Financial Corp.
("RCF")  into New  York  Community  Bancorp,  Inc.  (the  "Company"  or  "NYCB")
effective July 31, 2001, NYCB succeeded to RCF's  obligations under the Richmond
County  Financial  Corp.  1998  Stock-Based  Incentive  Plan (the "RCF Incentive
Plan"),  the Richmond County Financial Corp. Stock  Compensation  Plan (the "RCF
Stock  Compensation  Plan"), the Amended and Restated Bayonne  Bancshares,  Inc.
1995 Stock Option  Plan,  as assumed by Richmond  County  Financial  Corp.  (the
"Bayonne Option Plan"),  and the South Jersey Financial  Corporation,  Inc. 2000
Stock Option Plan, as assumed by Richmond  County  Financial  Corp.  (the "South
Jersey  Option  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, 2000, filed with the SEC (File No. 0-22278) on March 31,
2001, which includes the consolidated  statements of financial  condition of New
York Community Bancorp,  Inc. and subsidiaries as of December 31, 2000 and 1999,
and the related  consolidated  statements  of income and  comprehensive  income,
changes  in  stockholders'  equity,  and cash flows for each of the years in the
three year period ended  December 31, 2000,  together with the related notes and
the report of KPMG LLP, independent certified public accountants.

      (b) The  Quarterly  Report on Form 10-Q  (File No.  0-22278)  filed by the
Company for the fiscal  quarter ended March 31, 2001,  filed with the SEC on May
11, 2001.

      (c) The  Current  Reports  on Form 8-K  (File  No.  0-22278)  filed by the
Company with the SEC on February 12, 2001 and March 28, 2001.

      (d) 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.

      (e) 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
4

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.

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.

                                        3
5

      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.

      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,

                                      4
6

      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.

            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.

                                        5
7

            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.

      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):

                                        6
8

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

      10.1     Richmond County Financial Corp. 1998 Stock-Based Incentive Plan.

      10.2     Richmond County Financial Corp. Stock Compensation Plan.

      10.3     Bayonne Bancshares, Inc. 1995 Stock Option Plan, as assumed by
               Richmond County Financial Corp.

      10.4     South Jersey Financial Corporation, Inc. 2000 Stock Option Plan,
               as assumed by Richmond County Financial Corp.

      10.5     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).

      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

                                      7
9

            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
            any  liability   under  the  Securities  Act,  each  filing  of  the
            Registrant's  or the Plan'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.

                                      8
10

                                   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 July 24, 2001.

                           NEW YORK COMMUNITY BANCORP, INC.

                           By: /s/ Joseph R. Ficalora
                               ------------------------------------------------
                               Joseph R. Ficalora
                               Chairman, 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 J. Lincks, 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/ Joseph R. Ficalora        Chairman, President and             July 24, 2001
----------------------------  Chief Executive Officer
Joseph R. Ficalora            (principal executive officer)

/s/ Michael J. Lincks         Executive Vice President and        July 24, 2001
----------------------------  Corporate Secretary
Michael J. Lincks

/s/ Robert Wann               Senior Vice President, Comptroller  July 24, 2001
----------------------------  and Chief Financial Officer
Robert Wann                   (principal accounting and financial
                              officer)

                                      9
11

/s/ Donald M. Blake           Director                            July 24, 2001
----------------------------
Donald M. Blake

/s/ Dominick Ciampa           Director                            July 24, 2001
----------------------------
Dominick Ciampa

/s/ Henry E. Froebel          Director                            July 24, 2001
----------------------------
Henry E. Froebel

/s/ Msgr. Thomas J. Hartman   Director                            July 24, 2001
----------------------------
Msgr. Thomas J. Hartman

/s/ Max L. Kupferberg         Director                            July 24, 2001
----------------------------
Max L. Kupferberg

/s/ Michael J. Levine         Director                            July 24, 2001
----------------------------
Michael J. Levine

/s/ Howard C. Miller          Director                            July 24, 2001
----------------------------
Howard C. Miller

/s/ Richard H. O'Neill        Director                            July 24, 2001
----------------------------
Richard H. O'Neill

/s/ John A. Pileski           Director                            July 24, 2001
----------------------------
John A. Pileski

/s/ Robert M. Sprotte         Director                            July 24, 2001
----------------------------
Robert M. Sprotte

                                      10
12
EXHIBIT INDEX
                                  -------------

                                                                                         Sequentially
                                                                                           Numbered
                                                                                            Page
Exhibit No.  Description                                Method of Filing                   Location
---------    ----------------------------------------   ------------------------------    ----------
4        Stock Certificate of New York Community    Incorporated herein by                --
             Bancorp, Inc. (formerly Queens County      reference from Exhibit 4 of the
             Bancorp., Inc.)                            Registrant's Registration
                                                        Statement  on Form  S-1  (SEC  No.
                                                        33-66852),  as amended, filed with
                                                        the  SEC  on  July  30,  1993  and
                                                        declared  effective  on October 1,
                                                        1993.

    5        Opinion of Muldoon Murphy & Faucette LLP   Filed herewith.                       12

  10.1       Richmond County Financial Corp. 1998       Filed herewith.                       16
             Stock-Based Incentive Plan

  10.2       Richmond County Financial Corp. Stock      Filed herewith.                       32
             Option Compensation Plan

  10.3       Bayonne Bancshares, Inc. 1995 Stock        Filed herewith.                       46
             Option Plan (as assumed by Richmond
             County Financial Corp.)

  10.4       South Jersey Financial Corporation, Inc.   Filed herewith.                       56
             2000 Stock Option Plan (as assumed by
             Richmond County Financial Corp.)

  10.5       Form of New York Community Bancorp, Inc.   Filed herewith.                       67
             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.                       72

   24        Power of Attorney                          Located on the signature page.        --
11