<PAGE> 1

As filed with the Securities and Exchange Commission on December 15, 2000
                                                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                          6036                 06-1377322
(state or other jurisdiction of     (Primary Standard         (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                               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)

                               HAVEN BANCORP, INC.
                           1996 STOCK INCENTIVE PLAN 1

                               HAVEN BANCORP, INC.
                          INCENTIVE STOCK OPTION PLAN 1

                               HAVEN BANCORP, INC.
                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 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                396,483
     $.01 Par Value             Shares (3)      $16.63(4)            $6,593,512        $1,741
---------------------------------------------------------------------------------------------------
     Common Stock                190,636
     $.01 Par Value             Shares (5)      $5.0125(6)             $955,563          $252
---------------------------------------------------------------------------------------------------
     Common Stock                214,513
     $.01 Par Value             Shares (7)        $4.81(8)           $1,031,808          $272
===================================================================================================
</TABLE>
(1)  New  York  Community  Bancorp,  Inc. (the "Registrant" or "NYCB"), formerly
     Queens  County  Bancorp,  Inc.,  is  offering  shares of its  common  stock
     pursuant  to these  plans  because,  in the merger of Haven  Bancorp,  Inc.
     ("Haven")  into NYCB,  NYCB  succeeded to Haven'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 Haven  Bancorp,  Inc. 1996 Stock  Incentive  Plan (the "1996  Incentive
     Plan"),  the Haven Bancorp,  Inc.  Incentive Stock Option Plan (the "Option
     Plan") and the Haven Bancorp,  Inc. Stock Option Plan for Outside Directors
     (the  "Directors'  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).
(3)  This  number  represents  396,483  shares  of NYCB  currently available for
     issuance upon the exercise of stock options  pursuant to the 1996 Incentive
     Plan,  adjusted to reflect the exchange ratio of 1.04 shares of NYCB common
     stock for each share of Haven common  stock.  This is pursuant to 17 C.F.R.
     Section 457.
(4)  Represents  the  weighted  average price determined by the average exercise
     price of $16.63 per share,  at which  options for 396,483 shares  under the
     1996 Incentive Plan have been granted to date.



<PAGE> 2



(5)  Represents 190,636 shares  of  NYCB  common  stock  currently available for
     issuance  upon the exercise of stock  options  pursuant to the Option Plan,
     adjusted to reflect the exchange  ratio of 1.04 shares of NYCB common stock
     for each share of Haven common stock, pursuant to C.F.R. Section 457.

(6)  Represents  the  weighted  average price determined by the average exercise
     price of $5.0125 per share  at which  options for 190,636  shares under the
     Option Plan have been granted to date.

(7)  Represents the total number of shares currently available for issuance upon
     the exercise of stock options  pursuant to the  Directors'  Option Plan, as
     adjusted to reflect the exchange  ratio of 1.04 shares of NYCB common stock
     for each share of Haven  Bancorp,  Inc.  common  stock,  pursuant to C.F.R.
     Section 457.

(8)  Represents  the  weighted  average price determined by the average exercise
     price of $5.00 per share at which  options  for  214,513  shares  under the
     Directors' Option Plan have been granted to date.

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 57
Exhibit Index begins on Page 11



<PAGE> 3



NEW YORK COMMUNITY BANCORP, INC.

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

ITEMS 1 & 2. New York  Community  Bancorp,  Inc. (the  "Registrant"  or "NYCB"),
formerly  Queens County  Bancorp,  Inc., is offering  shares of its common stock
pursuant  to the Haven  Bancorp,  Inc.  1996  Stock  Incentive  Plan (the  "1996
Incentive  Plan"),  the Haven  Bancorp,  Inc.  Incentive  Stock Option Plan,  as
amended and  restated  (the "Option  Plan") and the Haven  Bancorp,  Inc.  Stock
Option Plan for Outside  Directors,  as amended and  restated  (the  "Directors'
Option  Plan")  (collectively,  the  "Plans")  because,  in the  merger of Haven
Bancorp,  Inc. ("Haven") into NYCB, NYCB succeeded to Haven's  obligations under
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  Registrant for the fiscal
year ended December 31, 1999 with the SEC (File No.  0-22278) on March 29, 2000,
which  includes the  consolidated  statements  of financial  condition of Queens
County  Bancorp,  Inc. and  subsidiary as of December 31, 1999 and 1998, 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,
1999,  together with the related  notes and the report of KPMG LLP,  independent
certified public accountants.

      (b) The  Quarterly  Reports on Form 10-Q (File No.  0-22278)  filed by the
Registrant  for the fiscal  quarters  ended March 31, 2000,  June 30, 2000,  and
September  30,  2000,  filed with the SEC on May 12, 2000,  August 3, 2000,  and
November 14, 2000, respectively.

      (c) The Current Report on Form 8-K filed by the Registrant with the SEC on
October 12, 2000 (File No. 0-22278).

      (d) The  description  of the  Registrant's  Common Stock  contained in the
Registrant's  Form 8-A  (File  No.  0-22278),  filed 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 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> 4



ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

      The Registrant has also entered into  employment  agreements  with certain
executive  officers,  which  agreements  require that the Registrant  maintain a
directors' and officers' liability policy for the benefit of


                                        3

<PAGE> 5



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 Registrant has agreed
that, for a period of six years following the effective time of the Merger,  the
Registrant  will  indemnify and hold harmless each director and officer of Haven
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 Haven (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.

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

      TENTH:

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

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


                                      4

<PAGE> 6



      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.

            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.

                                      5

<PAGE> 7



      ELEVENTH:

      A.  Director of this  Corporation  shall not be  personally  liable to the
      Corporation  or its  stockholders  for  monetary  damages  for  breach  of
      fiduciary duty as a Director,  except for liability: (i) for any breach of
      the Director's  duty of loyalty to the  Corporation  or its  stockholders;
      (ii) for acts or omissions not in good faith or which involve  intentional
      misconduct or a knowing  violation of law;  (iii) under Section 174 of the
      Delaware  General  Corporation Law; or (iv) for any transaction from which
      the Director derived an improper personal benefit. If the Delaware General
      Corporation  Law  is  amended  to  authorize   corporate   action  further
      eliminating  or limiting the personal  liability  of  Directors,  then the
      liability of a Director of the Corporation  shall be eliminated or limited
      to the fullest extent permitted by the Delaware  General  Corporation Law,
      as so amended.

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

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        Stock Certificate of New York Community Bancorp, Inc.1

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

      10.1     Haven Bancorp, Inc. 1996 Stock Incentive Plan.

      10.2     Haven Bancorp, Inc. Incentive  Stock  Option Plan, as amended and
               restated.

      10.3     Haven Bancorp, Inc. Stock  Option  Plan for Outside Directors, as
               amended and restated.

      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.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  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.


                                        6

<PAGE> 8


ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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


                                      7

<PAGE> 9


      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.



                                      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 City of Flushing,  State of New York,  on December 15,
2000.

                                          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         December 15, 2000
--------------------------   Chief Executive Officer
Joseph R. Ficalora           (principal executive officer)


/s/ Michael J. Lincks        Executive Vice President and    December 15, 2000
--------------------------   Corporate Secretary
Michael J. Lincks


/s/ Robert Wann              Senior Vice President,          December 15, 2000
--------------------------   Comptroller and Chief Financial
Robert Wann                  Officer (principal accounting and
                             financial officer)




                                      9

<PAGE> 11



/s/ Harold E. Johnson        Director                        December 15, 2000
--------------------------
Harold E. Johnson


                             Director
-------------------------
Donald M. Blake


/s/ Max L. Kupferberg        Director                        December 15, 2000
-------------------------
Max L. Kupferberg


                             Director
-------------------------
Henry E. Froebel


/s/ Howard C. Miller         Director                        December 15, 2000
-------------------------
Howard C. Miller


/s/ Dominick Ciampa          Director                        December 15, 2000
-------------------------
Dominick Ciampa


/s/ Richard H. O'Neill       Director                        December 15, 2000
-------------------------
Richard H. O'Neill

                             Director
-------------------------
Michael J. Levine


                             Director
-------------------------
Michael A. McManus, Jr.


                             Director
-------------------------
Msgr. Thomas J. Hartman






                                       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 (formerly Queens County Bancorp.,   reference from Exhibit 4 of the
              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.

   10.1       Haven Bancorp, Inc. 1996 Stock Incentive    Filed herewith.
              Plan

   10.2       Haven Bancorp, Inc. Incentive Stock Option  Filed herewith.
              Plan, as amended and restated.

   10.3       Haven Bancorp, Inc. Stock Option Plan for   Filed herewith.
              Outside Directors, as amended and restated.

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

   23.2       Consent of KPMG LLP                         Filed herewith.

    24        Power of Attorney                           Located on the signature page.

</TABLE>



                                       11
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 36697}]
{"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": "333-51998", "film-number": "790733"}, "business-address": {"street1": "615 MERRICK AVENUE", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5166834100"}, "mail-address": {"street1": "615 MERRICK AVENUE", "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 December 15, 2000
                                                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                          6036                 06-1377322
(state or other jurisdiction of     (Primary Standard         (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                               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)

                               HAVEN BANCORP, INC.
                           1996 STOCK INCENTIVE PLAN 1

                               HAVEN BANCORP, INC.
                          INCENTIVE STOCK OPTION PLAN 1

                               HAVEN BANCORP, INC.
                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 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                396,483
     $.01 Par Value             Shares (3)      $16.63(4)            $6,593,512        $1,741
---------------------------------------------------------------------------------------------------
     Common Stock                190,636
     $.01 Par Value             Shares (5)      $5.0125(6)             $955,563          $252
---------------------------------------------------------------------------------------------------
     Common Stock                214,513
     $.01 Par Value             Shares (7)        $4.81(8)           $1,031,808          $272
===================================================================================================
(1)  New  York  Community  Bancorp,  Inc. (the "Registrant" or "NYCB"), formerly
     Queens  County  Bancorp,  Inc.,  is  offering  shares of its  common  stock
     pursuant  to these  plans  because,  in the merger of Haven  Bancorp,  Inc.
     ("Haven")  into NYCB,  NYCB  succeeded to Haven'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 Haven  Bancorp,  Inc. 1996 Stock  Incentive  Plan (the "1996  Incentive
     Plan"),  the Haven Bancorp,  Inc.  Incentive Stock Option Plan (the "Option
     Plan") and the Haven Bancorp,  Inc. Stock Option Plan for Outside Directors
     (the  "Directors'  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).
(3)  This  number  represents  396,483  shares  of NYCB  currently available for
     issuance upon the exercise of stock options  pursuant to the 1996 Incentive
     Plan,  adjusted to reflect the exchange ratio of 1.04 shares of NYCB common
     stock for each share of Haven common  stock.  This is pursuant to 17 C.F.R.
     Section 457.
(4)  Represents  the  weighted  average price determined by the average exercise
     price of $16.63 per share,  at which  options for 396,483 shares  under the
     1996 Incentive Plan have been granted to date.
2

(5)  Represents 190,636 shares  of  NYCB  common  stock  currently available for
     issuance  upon the exercise of stock  options  pursuant to the Option Plan,
     adjusted to reflect the exchange  ratio of 1.04 shares of NYCB common stock
     for each share of Haven common stock, pursuant to C.F.R. Section 457.

(6)  Represents  the  weighted  average price determined by the average exercise
     price of $5.0125 per share  at which  options for 190,636  shares under the
     Option Plan have been granted to date.

(7)  Represents the total number of shares currently available for issuance upon
     the exercise of stock options  pursuant to the  Directors'  Option Plan, as
     adjusted to reflect the exchange  ratio of 1.04 shares of NYCB common stock
     for each share of Haven  Bancorp,  Inc.  common  stock,  pursuant to C.F.R.
     Section 457.

(8)  Represents  the  weighted  average price determined by the average exercise
     price of $5.00 per share at which  options  for  214,513  shares  under the
     Directors' Option Plan have been granted to date.

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 57
Exhibit Index begins on Page 11
3

NEW YORK COMMUNITY BANCORP, INC.

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

ITEMS 1 & 2. New York  Community  Bancorp,  Inc. (the  "Registrant"  or "NYCB"),
formerly  Queens County  Bancorp,  Inc., is offering  shares of its common stock
pursuant  to the Haven  Bancorp,  Inc.  1996  Stock  Incentive  Plan (the  "1996
Incentive  Plan"),  the Haven  Bancorp,  Inc.  Incentive  Stock Option Plan,  as
amended and  restated  (the "Option  Plan") and the Haven  Bancorp,  Inc.  Stock
Option Plan for Outside  Directors,  as amended and  restated  (the  "Directors'
Option  Plan")  (collectively,  the  "Plans")  because,  in the  merger of Haven
Bancorp,  Inc. ("Haven") into NYCB, NYCB succeeded to Haven's  obligations under
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  Registrant for the fiscal
year ended December 31, 1999 with the SEC (File No.  0-22278) on March 29, 2000,
which  includes the  consolidated  statements  of financial  condition of Queens
County  Bancorp,  Inc. and  subsidiary as of December 31, 1999 and 1998, 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,
1999,  together with the related  notes and the report of KPMG LLP,  independent
certified public accountants.

      (b) The  Quarterly  Reports on Form 10-Q (File No.  0-22278)  filed by the
Registrant  for the fiscal  quarters  ended March 31, 2000,  June 30, 2000,  and
September  30,  2000,  filed with the SEC on May 12, 2000,  August 3, 2000,  and
November 14, 2000, respectively.

      (c) The Current Report on Form 8-K filed by the Registrant with the SEC on
October 12, 2000 (File No. 0-22278).

      (d) The  description  of the  Registrant's  Common Stock  contained in the
Registrant's  Form 8-A  (File  No.  0-22278),  filed 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 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
4

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

      The Registrant has also entered into  employment  agreements  with certain
executive  officers,  which  agreements  require that the Registrant  maintain a
directors' and officers' liability policy for the benefit of

                                        3
5

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 Registrant has agreed
that, for a period of six years following the effective time of the Merger,  the
Registrant  will  indemnify and hold harmless each director and officer of Haven
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 Haven (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.

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

      TENTH:

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

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

                                      4
6

      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.

            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.

                                      5
7

      ELEVENTH:

      A.  Director of this  Corporation  shall not be  personally  liable to the
      Corporation  or its  stockholders  for  monetary  damages  for  breach  of
      fiduciary duty as a Director,  except for liability: (i) for any breach of
      the Director's  duty of loyalty to the  Corporation  or its  stockholders;
      (ii) for acts or omissions not in good faith or which involve  intentional
      misconduct or a knowing  violation of law;  (iii) under Section 174 of the
      Delaware  General  Corporation Law; or (iv) for any transaction from which
      the Director derived an improper personal benefit. If the Delaware General
      Corporation  Law  is  amended  to  authorize   corporate   action  further
      eliminating  or limiting the personal  liability  of  Directors,  then the
      liability of a Director of the Corporation  shall be eliminated or limited
      to the fullest extent permitted by the Delaware  General  Corporation Law,
      as so amended.

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

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        Stock Certificate of New York Community Bancorp, Inc.1

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

      10.1     Haven Bancorp, Inc. 1996 Stock Incentive Plan.

      10.2     Haven Bancorp, Inc. Incentive  Stock  Option Plan, as amended and
               restated.

      10.3     Haven Bancorp, Inc. Stock  Option  Plan for Outside Directors, as
               amended and restated.

      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.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  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.

                                        6
8

ITEM 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

                                      7
9

      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.

                                      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 City of Flushing,  State of New York,  on December 15,
2000.

                                          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         December 15, 2000
--------------------------   Chief Executive Officer
Joseph R. Ficalora           (principal executive officer)

/s/ Michael J. Lincks        Executive Vice President and    December 15, 2000
--------------------------   Corporate Secretary
Michael J. Lincks

/s/ Robert Wann              Senior Vice President,          December 15, 2000
--------------------------   Comptroller and Chief Financial
Robert Wann                  Officer (principal accounting and
                             financial officer)

                                      9
11

/s/ Harold E. Johnson        Director                        December 15, 2000
--------------------------
Harold E. Johnson

                             Director
-------------------------
Donald M. Blake

/s/ Max L. Kupferberg        Director                        December 15, 2000
-------------------------
Max L. Kupferberg

                             Director
-------------------------
Henry E. Froebel

/s/ Howard C. Miller         Director                        December 15, 2000
-------------------------
Howard C. Miller

/s/ Dominick Ciampa          Director                        December 15, 2000
-------------------------
Dominick Ciampa

/s/ Richard H. O'Neill       Director                        December 15, 2000
-------------------------
Richard H. O'Neill

                             Director
-------------------------
Michael J. Levine

                             Director
-------------------------
Michael A. McManus, Jr.

                             Director
-------------------------
Msgr. Thomas J. Hartman

                                       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 (formerly Queens County Bancorp.,   reference from Exhibit 4 of the
              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.

   10.1       Haven Bancorp, Inc. 1996 Stock Incentive    Filed herewith.
              Plan

   10.2       Haven Bancorp, Inc. Incentive Stock Option  Filed herewith.
              Plan, as amended and restated.

   10.3       Haven Bancorp, Inc. Stock Option Plan for   Filed herewith.
              Outside Directors, as amended and restated.

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

   23.2       Consent of KPMG LLP                         Filed herewith.

    24        Power of Attorney                           Located on the signature page.
11