<page> 1

    As filed with the Securities and Exchange Commission on August 29, 2001
                                                      Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

     DELAWARE                                            11-3333218
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                               ONE JERICHO PLAZA
                             JERICHO, NEW YORK 11573
                                 (516) 942-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              ROSLYN BANCORP, INC.
                         2001 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                   -----------------------------------------

JOSEPH L. MANCINO                                COPIES TO:
VICE CHAIRMAN OF THE BOARD,                      VICTOR L. CANGELOSI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER            THOMAS P. HUTTON, ESQUIRE
ROSLYN BANCORP, INC.                             MULDOON MURPHY & FAUCETTE LLP
ONE JERICHO PLAZA                                5101 WISCONSIN AVENUE, N.W.
JERICHO, NEW YORK  11753                         WASHINGTON, DC  20016
(516) 942-6000                                   (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)


    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
<table>
<caption>
====================================================================================================
  Title of each Class of     Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered  Registered (1)  Price Per Share       Offering Price           Fee
----------------------------------------------------------------------------------------------------
     <s>                      <c>                  <c>               <c>                 <c>
      Common Stock            3,750,000            $18.60(3)         $69,754,318         $17,439
     $.01 par Value           Shares(2)
====================================================================================================
</table>
(1) Together  with an  indeterminate  number of  additional  shares which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan (the "Plan") as the
    result  of a stock  split,  stock  dividend  or  similar  adjustment  of the
    outstanding  Common  Stock of Roslyn  Bancorp,  Inc.  pursuant  to 17 C.F.R.
    Section 230.416(a).
(2) Represents the  total number of shares  currently  reserved or available for
    issuance as stock options or stock awards pursuant to the Plan.  This number
    reflects a 3 for 2 split of common stock on August 23, 2001.
(3) Represents  the  weighted  average  price determined by an exercise price of
    $18.39  per  share  at  which options for 1,818,737 shares have been granted
    under  the  Plan to date (adjusted for the 3 for 2 stock split on August 23,
    2001) and by $18.80, the fair market value of the Common Stock on August 27,
    2001  as  determined  by  the  closing  price on the Nasdaq National  Market
    reported  by the Wall Street Journal,  for 1,931,263 shares  for which stock
    options or restricted stock awards have not yet been granted under the 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.
Number of Pages 12
Exhibit Index begins on Page 9



<page> 2



ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. The document  containing the  information  for the Roslyn  Bancorp,
Inc.  2001  Stock-Based  Incentive  Plan (the "Plan")  required by Part I of the
Registration  Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1).  This document is 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 Form 10-K,  Annual  Report,  filed by the Company for the fiscal
year  ended  December  31,  2000,  (File  No.  000-28886),  which  includes  the
consolidated  statements  of  financial  condition of Roslyn  Bancorp,  Inc. and
subsidiaries  (the  "Company") as of December 31, 2000 and 1999, 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, 2000,
filed with the SEC on March 30, 2001.

        (b) The Form 10-Q report  filed by the  Company for the fiscal  quarters
ended March 31, 2001 and June 30, 2001 (File No. 000-28886),  filed with the SEC
on May 11, 2001 and July 30, 2001, respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Registrant's  Form 8-A (File No.  0-28886),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15  promulgated  thereunder on September 6, 1996 and declared effective
on  October  10,  1996,  as   incorporated   by  reference  from  the  Company's
Registration  Statement on Form S-1 (SEC file No. 333-10471)  declared effective
on October 10, 1996.

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

         ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR  IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.



                                        2

<page> 3



ITEM 4.  DESCRIPTION OF SECURITIES

        The Common Stock to be offered  pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Douglas P. Faucette, a  partner  with  the  law firm of Muldoon Murphy &
Faucette LLP,  personally  beneficially owns  110,054 shares of the Registrant's
common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

        Article  X and  XI of  the  Registrant's  Certificate  of  Incorporation
provides as follows:

        TENTH:
        -----

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

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



                                        3

<page> 4



        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.

        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


                                        4

<page> 5



not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.   LIST OF EXHIBITS.

        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):

        4.1    Certificate of Incorporation of the Registrant1
        4.2    Amended Bylaws of the Registrant2
        4.3    Stock Certificate of Roslyn Bancorp, Inc.3
        4.4    Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan4
        5.0    Opinion of Muldoon Murphy & Faucette LLP re: legality of the
               securities
        23     Consent of KPMG LLP.
        24     Power of Attorney is located on the signature pages.









---------------------------
        1  Incorporated herein by reference  from the Exhibits  contained in the
Company's  quarterly report on Form 10-Q (SEC No. 0-28886) filed with the SEC on
August 13, 1999.

        2  Incorporated  herein by reference from the Exhibits  contained in the
Company's  quarterly report on Form 10-Q (SEC No. 0-28886) filed with the SEC on
November 12, 1999.

        3  Incorporated  herein by reference from the Exhibits contained  in the
Registration Statement on Form S-1 (SEC No.  333-10471), as amended, filed  with
the SEC on August 20, 1996.

        4  Incorporated herein by reference to Appendix B of the Company's Proxy
Statement on Form DEF 14A (SEC No.  000-28886),  filed with the SEC on April 19,
2001.


                                        5

<page> 6



Item 9.   Undertakings

        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 which,
                      individually or together,  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 SEC 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 additional or changed material  information on
                      the plan of distribution  not previously  disclosed in the
                      Registration  Statement  or any  material  change  to such
                      information  in  the  Registration  Statement  unless  the
                      information  required  by (i)  and  (ii) is  contained  in
                      periodic  reports  filed  by the  Registrant  pursuant  to
                      Section  13  or  15(d)  of  the   Exchange  Act  that  are
                      incorporated   by   reference   into   this   Registration
                      Statement;

        (2)    For determining liability under the Securities Act, to treat each
               post-effective  amendment as a new Registration  Statement of the
               securities  offered,  and the offering of the  securities at that
               time to be the initial bona fide offering thereof.

        (3)    To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               Offering.

        (4)    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.

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                        6

<page> 7



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, Roslyn Bancorp, Inc.
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 Form S-8 to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Jericho, State of New York, on August 29, 2001.

                                    ROSLYN BANCORP, INC.



                                    By:    /s/ Joseph L. Mancino
                                           -------------------------------------
                                           Joseph L. Mancino
                                           Vice Chairman of the Board,
                                           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.  Mancino)  constitutes  and appoints Joseph L. Mancino and
Mr. Mancino hereby  constitutes and appoints John M. Tsimbinos,  as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) 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,
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.
<table>
<caption>


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

<s>                              <c>                                        <c>
 /s/ Joseph L. Mancino           Vice Chairman of the Board, President      August 29, 2001
------------------------------   and Chief Executive Officer
Joseph L. Mancino                (principal executive officer)


 /s/ John M. Tsimbinos           Chairman of the Board                      August 29, 2001
------------------------------
John M. Tsimbinos


 /s/ John R. Bransfield, Jr.     Vice Chairman of the Board                 August 29, 2001
-------------------------------
John R. Bransfield, Jr.



 /s/ Michael P. Puorro           Treasurer and Chief Financial Officer      August 29, 2001
-------------------------------
Michael P. Puorro



                                        7

<page> 8



 /s/ Thomas J. Calabrese, Jr.    Director                                   August 29, 2001
-------------------------------
Thomas J. Calabrese, Jr.


 /s/ Maureen E. Clancy           Director                                   August 29, 2001
-------------------------------
Maureen E. Clancy


 /s/ Thomas A. Doherty           Director                                   August 29, 2001
------------------------------
Thomas A. Doherty


 /s/ Robert G. Freese            Director                                   August 29, 2001
--------------------------------
Robert G. Freese


 /s/ Leonard Genovese            Director                                   August 29, 2001
------------------------------
Leonard Genovese


 /s/ Dr. Edwin W. Martin, Jr.    Director                                   August 29, 2001
-----------------------------
Dr. Edwin W. Martin, Jr.


 /s/ Victor C. McCuaig           Director                                   August 29, 2001
-------------------------------
Victor C. McCuaig


 /s/ James E. Swiggett           Director                                   August 29, 2001
--------------------------------
James E. Swiggett


 /s/ Spiros J. Voutsinas         Director                                   August 29, 2001
---------------------------------
Spiros J. Voutsinas


 /s/ Richard C. Webel            Director                                   August 29, 2001
--------------------------------
Richard C. Webel

</table>


                                        8

<page> 9
<table>
<caption>




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


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

      <s>            <c>                        <c>
      4.1            Certificate of             Incorporated herein by reference from the Exhibits
                     Incorporation of the       of the Registrant's Registration Statement on Form
                     Registrant                 S-1 filed with the SEC

      4.2            Bylaws of the              Incorporated herein by reference from the Exhibits
                     Registrant                 of the Registrant's Registration Statement on Form
                                                S-1 filed with the SEC

      4.3            Stock Certificate of       Incorporated herein by reference from the Exhibits
                     Roslyn Bancorp, Inc.       of the Registrant's Registration Statement on Form
                                                S-1 filed with the SEC

      4.4            Roslyn Bancorp, Inc.       Incorporated herein by reference to Appendix B of
                     2001 Stock-Based           the Company's Proxy Statement on Form DEF 14A
                     Incentive Plan             (SEC No. 000-28886) filed with the SEC on April
                                                19, 2001

      5.0            Opinion of Muldoon         Filed herewith.
                     Murphy & Faucette
                     LLP re: legality of
                     the securities

      23             Consent of KMPG            Filed herewith.
                     LLP

      24             Power of Attorney          Located on the signature page.

</table>


                                        9
[{"type": "S-8", "sequence": "1", "filename": "roslynforms-8.txt", "secsgml_size_bytes": 30348}]
{"company-data": {"conformed-name": "ROSLYN BANCORP INC", "cik": "0001020828", "assigned-sic": "6036", "irs-number": "113333218", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68588", "film-number": "1726667"}, "business-address": {"street1": "ONE JERICHO PLZ", "city": "JERICHO", "state": "NY", "zip": "11753", "phone": "5166216000"}, "mail-address": {"street1": "ONE JERICHO PLZ", "city": "JERICHO", "state": "NY", "zip": "11753"}}
1

    As filed with the Securities and Exchange Commission on August 29, 2001
                                                      Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

     DELAWARE                                            11-3333218
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                               ONE JERICHO PLAZA
                             JERICHO, NEW YORK 11573
                                 (516) 942-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              ROSLYN BANCORP, INC.
                         2001 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                   -----------------------------------------

JOSEPH L. MANCINO                                COPIES TO:
VICE CHAIRMAN OF THE BOARD,                      VICTOR L. CANGELOSI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER            THOMAS P. HUTTON, ESQUIRE
ROSLYN BANCORP, INC.                             MULDOON MURPHY & FAUCETTE LLP
ONE JERICHO PLAZA                                5101 WISCONSIN AVENUE, N.W.
JERICHO, NEW YORK  11753                         WASHINGTON, DC  20016
(516) 942-6000                                   (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
====================================================================================================
  Title of each Class of     Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered  Registered (1)  Price Per Share       Offering Price           Fee
----------------------------------------------------------------------------------------------------
Common Stock            3,750,000            $18.60(3)         $69,754,318         $17,439
     $.01 par Value           Shares(2)
====================================================================================================
(1) Together  with an  indeterminate  number of  additional  shares which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan (the "Plan") as the
    result  of a stock  split,  stock  dividend  or  similar  adjustment  of the
    outstanding  Common  Stock of Roslyn  Bancorp,  Inc.  pursuant  to 17 C.F.R.
    Section 230.416(a).
(2) Represents the  total number of shares  currently  reserved or available for
    issuance as stock options or stock awards pursuant to the Plan.  This number
    reflects a 3 for 2 split of common stock on August 23, 2001.
(3) Represents  the  weighted  average  price determined by an exercise price of
    $18.39  per  share  at  which options for 1,818,737 shares have been granted
    under  the  Plan to date (adjusted for the 3 for 2 stock split on August 23,
    2001) and by $18.80, the fair market value of the Common Stock on August 27,
    2001  as  determined  by  the  closing  price on the Nasdaq National  Market
    reported  by the Wall Street Journal,  for 1,931,263 shares  for which stock
    options or restricted stock awards have not yet been granted under the 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.
Number of Pages 12
Exhibit Index begins on Page 9
2

ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. The document  containing the  information  for the Roslyn  Bancorp,
Inc.  2001  Stock-Based  Incentive  Plan (the "Plan")  required by Part I of the
Registration  Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1).  This document is 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 Form 10-K,  Annual  Report,  filed by the Company for the fiscal
year  ended  December  31,  2000,  (File  No.  000-28886),  which  includes  the
consolidated  statements  of  financial  condition of Roslyn  Bancorp,  Inc. and
subsidiaries  (the  "Company") as of December 31, 2000 and 1999, 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, 2000,
filed with the SEC on March 30, 2001.

        (b) The Form 10-Q report  filed by the  Company for the fiscal  quarters
ended March 31, 2001 and June 30, 2001 (File No. 000-28886),  filed with the SEC
on May 11, 2001 and July 30, 2001, respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Registrant's  Form 8-A (File No.  0-28886),  as filed with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15  promulgated  thereunder on September 6, 1996 and declared effective
on  October  10,  1996,  as   incorporated   by  reference  from  the  Company's
Registration  Statement on Form S-1 (SEC file No. 333-10471)  declared effective
on October 10, 1996.

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

         ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR  IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

        The Common Stock to be offered  pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Douglas P. Faucette, a  partner  with  the  law firm of Muldoon Murphy &
Faucette LLP,  personally  beneficially owns  110,054 shares of the Registrant's
common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

        Article  X and  XI of  the  Registrant's  Certificate  of  Incorporation
provides as follows:

        TENTH:
        -----

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

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

                                        3
4

        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.

        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

                                        4
5

not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.   LIST OF EXHIBITS.

        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):

        4.1    Certificate of Incorporation of the Registrant1
        4.2    Amended Bylaws of the Registrant2
        4.3    Stock Certificate of Roslyn Bancorp, Inc.3
        4.4    Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan4
        5.0    Opinion of Muldoon Murphy & Faucette LLP re: legality of the
               securities
        23     Consent of KPMG LLP.
        24     Power of Attorney is located on the signature pages.

---------------------------
        1  Incorporated herein by reference  from the Exhibits  contained in the
Company's  quarterly report on Form 10-Q (SEC No. 0-28886) filed with the SEC on
August 13, 1999.

        2  Incorporated  herein by reference from the Exhibits  contained in the
Company's  quarterly report on Form 10-Q (SEC No. 0-28886) filed with the SEC on
November 12, 1999.

        3  Incorporated  herein by reference from the Exhibits contained  in the
Registration Statement on Form S-1 (SEC No.  333-10471), as amended, filed  with
the SEC on August 20, 1996.

        4  Incorporated herein by reference to Appendix B of the Company's Proxy
Statement on Form DEF 14A (SEC No.  000-28886),  filed with the SEC on April 19,
2001.

                                        5
6

Item 9.   Undertakings

        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 which,
                      individually or together,  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 SEC 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 additional or changed material  information on
                      the plan of distribution  not previously  disclosed in the
                      Registration  Statement  or any  material  change  to such
                      information  in  the  Registration  Statement  unless  the
                      information  required  by (i)  and  (ii) is  contained  in
                      periodic  reports  filed  by the  Registrant  pursuant  to
                      Section  13  or  15(d)  of  the   Exchange  Act  that  are
                      incorporated   by   reference   into   this   Registration
                      Statement;

        (2)    For determining liability under the Securities Act, to treat each
               post-effective  amendment as a new Registration  Statement of the
               securities  offered,  and the offering of the  securities at that
               time to be the initial bona fide offering thereof.

        (3)    To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               Offering.

        (4)    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.

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6
7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, Roslyn Bancorp, Inc.
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 Form S-8 to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Jericho, State of New York, on August 29, 2001.

                                    ROSLYN BANCORP, INC.

                                    By:    /s/ Joseph L. Mancino
                                           -------------------------------------
                                           Joseph L. Mancino
                                           Vice Chairman of the Board,
                                           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.  Mancino)  constitutes  and appoints Joseph L. Mancino and
Mr. Mancino hereby  constitutes and appoints John M. Tsimbinos,  as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) 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,
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 L. Mancino           Vice Chairman of the Board, President      August 29, 2001
------------------------------   and Chief Executive Officer
Joseph L. Mancino                (principal executive officer)

 /s/ John M. Tsimbinos           Chairman of the Board                      August 29, 2001
------------------------------
John M. Tsimbinos

 /s/ John R. Bransfield, Jr.     Vice Chairman of the Board                 August 29, 2001
-------------------------------
John R. Bransfield, Jr.

 /s/ Michael P. Puorro           Treasurer and Chief Financial Officer      August 29, 2001
-------------------------------
Michael P. Puorro

                                        7
8

 /s/ Thomas J. Calabrese, Jr.    Director                                   August 29, 2001
-------------------------------
Thomas J. Calabrese, Jr.

 /s/ Maureen E. Clancy           Director                                   August 29, 2001
-------------------------------
Maureen E. Clancy

 /s/ Thomas A. Doherty           Director                                   August 29, 2001
------------------------------
Thomas A. Doherty

 /s/ Robert G. Freese            Director                                   August 29, 2001
--------------------------------
Robert G. Freese

 /s/ Leonard Genovese            Director                                   August 29, 2001
------------------------------
Leonard Genovese

 /s/ Dr. Edwin W. Martin, Jr.    Director                                   August 29, 2001
-----------------------------
Dr. Edwin W. Martin, Jr.

 /s/ Victor C. McCuaig           Director                                   August 29, 2001
-------------------------------
Victor C. McCuaig

 /s/ James E. Swiggett           Director                                   August 29, 2001
--------------------------------
James E. Swiggett

 /s/ Spiros J. Voutsinas         Director                                   August 29, 2001
---------------------------------
Spiros J. Voutsinas

 /s/ Richard C. Webel            Director                                   August 29, 2001
--------------------------------
Richard C. Webel
8
9
EXHIBIT INDEX
                                                -------------

                                                                                                          Sequentially
                                                                                                            Numbered
                                                                                                              Page
  Exhibit No.        Description                Method of Filing                                            Location
--------------       ---------------------      ----------------------------------------------------      -------------
4.1            Certificate of             Incorporated herein by reference from the Exhibits
                     Incorporation of the       of the Registrant's Registration Statement on Form
                     Registrant                 S-1 filed with the SEC

      4.2            Bylaws of the              Incorporated herein by reference from the Exhibits
                     Registrant                 of the Registrant's Registration Statement on Form
                                                S-1 filed with the SEC

      4.3            Stock Certificate of       Incorporated herein by reference from the Exhibits
                     Roslyn Bancorp, Inc.       of the Registrant's Registration Statement on Form
                                                S-1 filed with the SEC

      4.4            Roslyn Bancorp, Inc.       Incorporated herein by reference to Appendix B of
                     2001 Stock-Based           the Company's Proxy Statement on Form DEF 14A
                     Incentive Plan             (SEC No. 000-28886) filed with the SEC on April
                                                19, 2001

      5.0            Opinion of Muldoon         Filed herewith.
                     Murphy & Faucette
                     LLP re: legality of
                     the securities

      23             Consent of KMPG            Filed herewith.
                     LLP

      24             Power of Attorney          Located on the signature page.
9