<PAGE> 1

    As filed with the Securities and Exchange Commission on November 13, 2000
                                                      Registration No. 333-41365
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                     TO THE
                                   FORM S-8 A
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

     DELAWARE                             6036                  11-3333218
(state or other jurisdiction of     (Primary Standard         (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                ONE JERICHO PLAZA
                             JERICHO, NEW YORK 11753
                                 (516) 942-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                             THE ROSLYN SAVINGS BANK
                               401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                     ---------------------------------------

JOSEPH L. MANCINO                         COPIES TO:
VICE CHAIRMAN OF THE BOARD,               VICTOR 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)

        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    Price Per Share(1)    Offering Price(2)      Fee
---------------------------------------------------------------------------------------------------
    <S>                     <C>                  <C>                <C>                 <C>
     Common Stock
    $.01 par Value          500,000 Shares       $21.125           $10,562,500         $2,789
---------------------------------------------------------------------------------------------------
    Participation
      Interests                    (3)                                                    (4)
===================================================================================================
</TABLE>
(1)  The closing price of the common stock of Roslyn Bancorp,  Inc. (the "Common
     Stock") on the Nasdaq  National  Market on November 7, 2000,  in accordance
     with  Rule  457(c)  under  the  Securities  Act of 1933,  as  amended  (the
     "Securities Act").
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  In addition, pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(4)  The  securities of Roslyn Bancorp, Inc. (the "Company" or the "Registrant")
     to be purchased by The Roslyn Savings Bank 401(k) Savings Plan are included
     in the  amount  shown  for  Common  Stock.  Accordingly,  pursuant  to Rule
     457(h)(2), no separate fee is required for the participation  interests. In
     accordance with Rule 457(h) under the Securities Act, the  registration fee
     has been  calculated  on the basis of the number of shares of Common  Stock
     that may be purchased with the current assets of such Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 7
Exhibit Index begins on Page 6

<PAGE> 2



                              ROSLYN BANCORP, INC.

                         POST-EFFECTIVE AMENDMENT NO. 1
                       TO FORM S-8 REGISTRATION STATEMENT
                 FOR THE ROSLYN SAVINGS BANK 401(K) SAVINGS PLAN


EXPLANATORY NOTE

      On February  16,  1999,  TR  Financial  Corp.  merged with and into Roslyn
Bancorp.,  Inc. and Roosevelt  Savings Bank merged into The Roslyn Savings Bank.
As a  consequence  of this  merger,  the  number of  participants  in The Roslyn
Savings Bank 401(k) Savings Plan (the "401(k) Plan") increased and investment in
the Roslyn Bancorp, Inc. Stock Fund has risen.  Therefore,  Roslyn Bancorp, Inc.
hereby files this Post-Effective Amendment No. 1 to the Form S-8 to increase the
number of shares of Common  Stock  issuable  under the 401(k) Plan from  156,530
shares to 656,530 shares. The contents, with the exception of the Exhibits noted
herein, of the Registrant's Form S-8 Registration Statement (File No. 333-41365)
filed on December 2, 1997 are incorporated by reference into this Post-Effective
Amendment No. 1.

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed with this Post-Effective  Amendment No. 1
to the  Registration  Statement  on Form S-8  (File  No.  333-41365)  (numbering
corresponds generally to Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of Roslyn Bancorp, Inc. 1

      23.1     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.  333-10471),  as amended,
  filed the SEC on August 20, 1996 and declared effective on October 10, 1996.



                                        2

<PAGE> 3



                                   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 Post-  Effective
Amendment  No. 1 to 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
November 13, 2000.

                                      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,       November 13, 2000
-----------------------      President and Chief Executive
Joseph L. Mancino            Officer (principal executive
                             officer)


/s/ John M. Tsimbinos        Chairman of the Board             November 13, 2000
-----------------------
John M. Tsimbinos


/s/ John R. Bransfield, Jr.  Vice Chairman of the Board        November 13, 2000
---------------------------
John R. Bransfield, Jr.


/s/ Michael P. Puorro        Treasurer and Chief Financial     November 13, 2000
------------------------     Officer (principal accounting
Michael P. Puorro            and financial officer)




                                        3

<PAGE> 4




/s/ A. Gordon Nutt            Director                         November 13, 2000
-------------------------
A. Gordon Nutt


/s/ Thomas J. Calabrese, Jr.  Director                         November 13, 2000
----------------------------
Thomas J. Calabrese, Jr.


/s/ Maureen E. Clancy         Director                         November 13, 2000
----------------------------
Maureen E. Clancy


/s/ Thomas A. Doherty         Director                         November 13, 2000
----------------------------
Thomas A. Doherty


                              Director
----------------------------
Robert G. Freese


/s/ Leonard Genovese          Director                         November 13, 2000
----------------------------
Leonard Genovese


/s/ Dr. Edwin W. Martin, Jr.  Director                         November 13, 2000
----------------------------
Dr. Edwin W. Martin, Jr.


/s/ Victor C. McCuaig         Director                         November 13, 2000
----------------------------
Victor C. McCuaig


/s/ James E. Swiggett         Director                         November 13, 2000
----------------------------
James E. Swiggett


/s/ Spiros J. Voutsinas       Director                         November 13, 2000
---------------------------
Spiros J. Voutsinas


/s/ Richard C. Webel          Director                         November 13, 2000
---------------------------
Richard C. Webel



                                        4

<PAGE> 5




THE PLAN.

      Pursuant to the  requirements of the Securities Act of 1933, the directors
(or other  persons  who  administer  the  401(k)  Plan)  have duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Jericho,  State of New York,  on  November 13,
2000.


                              The Roslyn Savings Bank 401(k) Savings Plan



                              By:  /s/ MaryEllen McKinley
                                   ------------------------------------
                                   MaryEllen McKinley
                                   Plan Administrator








                                        5

<PAGE> 6
<TABLE>
<CAPTION>



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


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

    <S>          <C>                    <C>                                                              <C>
      4          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 on  August  20,
                                        1996 and  declared  effective on October
                                        10, 1996.

    23.1         Consent of KPMG        Filed herewith.                                                   7
                 LLP

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


</TABLE>





                                        6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 13338}]
{"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": "333-49794", "film-number": "761312"}, "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 November 13, 2000
                                                      Registration No. 333-41365
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                     TO THE
                                   FORM S-8 A
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

     DELAWARE                             6036                  11-3333218
(state or other jurisdiction of     (Primary Standard         (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                ONE JERICHO PLAZA
                             JERICHO, NEW YORK 11753
                                 (516) 942-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                             THE ROSLYN SAVINGS BANK
                               401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                     ---------------------------------------

JOSEPH L. MANCINO                         COPIES TO:
VICE CHAIRMAN OF THE BOARD,               VICTOR 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)

        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    Price Per Share(1)    Offering Price(2)      Fee
---------------------------------------------------------------------------------------------------
Common Stock
    $.01 par Value          500,000 Shares       $21.125           $10,562,500         $2,789
---------------------------------------------------------------------------------------------------
    Participation
      Interests                    (3)                                                    (4)
===================================================================================================
(1)  The closing price of the common stock of Roslyn Bancorp,  Inc. (the "Common
     Stock") on the Nasdaq  National  Market on November 7, 2000,  in accordance
     with  Rule  457(c)  under  the  Securities  Act of 1933,  as  amended  (the
     "Securities Act").
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  In addition, pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(4)  The  securities of Roslyn Bancorp, Inc. (the "Company" or the "Registrant")
     to be purchased by The Roslyn Savings Bank 401(k) Savings Plan are included
     in the  amount  shown  for  Common  Stock.  Accordingly,  pursuant  to Rule
     457(h)(2), no separate fee is required for the participation  interests. In
     accordance with Rule 457(h) under the Securities Act, the  registration fee
     has been  calculated  on the basis of the number of shares of Common  Stock
     that may be purchased with the current assets of such Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 7
Exhibit Index begins on Page 6
2

                              ROSLYN BANCORP, INC.

                         POST-EFFECTIVE AMENDMENT NO. 1
                       TO FORM S-8 REGISTRATION STATEMENT
                 FOR THE ROSLYN SAVINGS BANK 401(K) SAVINGS PLAN

EXPLANATORY NOTE

      On February  16,  1999,  TR  Financial  Corp.  merged with and into Roslyn
Bancorp.,  Inc. and Roosevelt  Savings Bank merged into The Roslyn Savings Bank.
As a  consequence  of this  merger,  the  number of  participants  in The Roslyn
Savings Bank 401(k) Savings Plan (the "401(k) Plan") increased and investment in
the Roslyn Bancorp, Inc. Stock Fund has risen.  Therefore,  Roslyn Bancorp, Inc.
hereby files this Post-Effective Amendment No. 1 to the Form S-8 to increase the
number of shares of Common  Stock  issuable  under the 401(k) Plan from  156,530
shares to 656,530 shares. The contents, with the exception of the Exhibits noted
herein, of the Registrant's Form S-8 Registration Statement (File No. 333-41365)
filed on December 2, 1997 are incorporated by reference into this Post-Effective
Amendment No. 1.

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed with this Post-Effective  Amendment No. 1
to the  Registration  Statement  on Form S-8  (File  No.  333-41365)  (numbering
corresponds generally to Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of Roslyn Bancorp, Inc. 1

      23.1     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.  333-10471),  as amended,
  filed the SEC on August 20, 1996 and declared effective on October 10, 1996.

                                        2
3

                                   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 Post-  Effective
Amendment  No. 1 to 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
November 13, 2000.

                                      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,       November 13, 2000
-----------------------      President and Chief Executive
Joseph L. Mancino            Officer (principal executive
                             officer)

/s/ John M. Tsimbinos        Chairman of the Board             November 13, 2000
-----------------------
John M. Tsimbinos

/s/ John R. Bransfield, Jr.  Vice Chairman of the Board        November 13, 2000
---------------------------
John R. Bransfield, Jr.

/s/ Michael P. Puorro        Treasurer and Chief Financial     November 13, 2000
------------------------     Officer (principal accounting
Michael P. Puorro            and financial officer)

                                        3
4

/s/ A. Gordon Nutt            Director                         November 13, 2000
-------------------------
A. Gordon Nutt

/s/ Thomas J. Calabrese, Jr.  Director                         November 13, 2000
----------------------------
Thomas J. Calabrese, Jr.

/s/ Maureen E. Clancy         Director                         November 13, 2000
----------------------------
Maureen E. Clancy

/s/ Thomas A. Doherty         Director                         November 13, 2000
----------------------------
Thomas A. Doherty

                              Director
----------------------------
Robert G. Freese

/s/ Leonard Genovese          Director                         November 13, 2000
----------------------------
Leonard Genovese

/s/ Dr. Edwin W. Martin, Jr.  Director                         November 13, 2000
----------------------------
Dr. Edwin W. Martin, Jr.

/s/ Victor C. McCuaig         Director                         November 13, 2000
----------------------------
Victor C. McCuaig

/s/ James E. Swiggett         Director                         November 13, 2000
----------------------------
James E. Swiggett

/s/ Spiros J. Voutsinas       Director                         November 13, 2000
---------------------------
Spiros J. Voutsinas

/s/ Richard C. Webel          Director                         November 13, 2000
---------------------------
Richard C. Webel

                                        4
5

THE PLAN.

      Pursuant to the  requirements of the Securities Act of 1933, the directors
(or other  persons  who  administer  the  401(k)  Plan)  have duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the Town of Jericho,  State of New York,  on  November 13,
2000.

                              The Roslyn Savings Bank 401(k) Savings Plan

                              By:  /s/ MaryEllen McKinley
                                   ------------------------------------
                                   MaryEllen McKinley
                                   Plan Administrator

                                        5
6
EXHIBIT INDEX
                                  -------------

                                                                                                   Sequentially
                                                                                                     Numbered
                                                                                                       Page
 Exhibit No.     Description            Method of Filing                                             Location
------------     ---------------------  ------------------------------------------------------     ------------
4          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 on  August  20,
                                        1996 and  declared  effective on October
                                        10, 1996.

    23.1         Consent of KPMG        Filed herewith.                                                   7
                 LLP

     24          Power of Attorney      Located on the signature page.                                   --
6