<PAGE> 1

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

     DELAWARE                             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 11573
                                 (516) 942-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           BENEFIT RESTORATION PLAN OF
                             THE ROSLYN SAVINGS BANK

                            (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)


    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
<TABLE>
<CAPTION>
=======================================================================================================
   Title of each Class of        Amount to be    Proposed Purchase   Estimated Aggregate  Registration
 Securities to be Registered    Registered (1)   Price Per Share      Offering Price(2)       Fee
-------------------------------------------------------------------------------------------------------
   <S>                          <C>                   <C>                 <C>                <C>
    Common Stock
   $.01 par Value               200,000 Shares        $21.125             $4,225,000         $1,116
-------------------------------------------------------------------------------------------------------
    Participation
      Interests                      (4)                                                       (5)
=======================================================================================================
</TABLE>

(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Benefit Restoration Plan of The Roslyn Savings Bank (the "Plan") as the
     result of a stock  split,  stock  dividend  or  similar  adjustment  of the
     outstanding  Common  Stock of Roslyn  Bancorp,  Inc.  pursuant to 17 C.F.R.
     Section 230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The  last  sale  price  of  the  common  stock of Roslyn Bancorp, Inc. (the
     "Common  Stock") as reported on the Nasdaq  National  Market  ("Nasdaq") on
     November 7, 2000, in accordance with 17 C.F.R. Section 230.457(c).
(4)  In  addition,  pursuant to 17 C.F.R. Section 230.416(c), this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee  benefit plan described herein based upon the
     maximum  amount that could be issued  under the plan  pursuant to 17 C.F.R.
     Section 230.457(h).
(5)  In accordance with 17 C.F.R. Section 230.457(h),  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.  Accordingly,  no
     separate fee is required for the participation interests.

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 14
Exhibit Index begins on Page 10


<PAGE> 2


ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. The document containing the information for the Benefit Restoration
Plan  for  The  Roslyn  Savings  Bank  (the  "Plan")  required  by Part I of the
Registration  Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1).  This document is not filed with the Securities and
Exchange Commission (the "SEC") either as a part of this Registration  Statement
or as a prospectus or prospectus  supplement pursuant to Rule 424 in reliance on
Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Form 10-K, Annual Report, filed by the Company for the fiscal year
ended December 31, 1999, (File No.  333-72471),  which includes the consolidated
statements of financial condition of Roslyn Bancorp,  Inc. and subsidiaries (the
Company)  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,  filed with the
SEC on March 30, 2000.

      (b) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended March 31, 2000 and June 30, 2000 (File No. 333-72471),  filed with the SEC
on May 11, 2000 and August 10, 2000, respectively.

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

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

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


                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

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

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

      TENTH:
      -----

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

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


                                        3

<PAGE> 4



      Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of the
      indemnitee's heirs, executors and administrators.

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the  Corporation  within  sixty days after a written  claim has
      been  received  by the  Corporation,  except in the case of a claim for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an  undertaking,  the  indemnitee  shall be  entitled  to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the  indemnitee to enforce a right to an  advancement of
      expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation  shall be entitled to recover such expenses
      upon a final  adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law.  Neither  the  failure  of the  Corporation  (including  its Board of
      Directors,  independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

            D. The rights to indemnification  and to the advancement of expenses
      conferred in this Article  TENTH shall not be exclusive of any other right
      which any person may have or  hereafter  acquire  under any  statute,  the
      Corporation's  Certificate of Incorporation,  Bylaws,  agreement,  vote of
      stockholders or Disinterested Directors or otherwise.

            E. The  Corporation  may  maintain  insurance,  at its  expense,  to
      protect  itself  and any  Director,  Officer,  employee  or  agent  of the
      Corporation   or   subsidiary   or  Affiliate   or  another   corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss,  whether or not the Corporation would have the power to
      indemnify  such person  against such expense,  liability or loss under the
      Delaware General Corporation Law.

            F. The Corporation  may, to the extent  authorized from time to time
      by the Board of  Directors,  grant  rights to  indemnification  and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.

      ELEVENTH: A Director of this Corporation shall not be personally liable to
      --------
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for



                                        4

<PAGE> 5


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):

      4.1   Certificate of Incorporation of the Registrant 1
      4.2   Bylaws of the Registrant 2
      4.3   Stock Certificate of Roslyn Bancorp, Inc. 3
      4.4   Benefit Restoration Plan for The Roslyn Savings Bank 3
      5.0   Opinion of Muldoon, Murphy & Faucette LLP re: legality of the
             securities
      23    Consent of KPMG LLP.
      24    Power of Attorney is located on the signature pages.

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

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

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

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



                                        5

<PAGE> 6



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been


                                      6

<PAGE> 7



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.








                                        7

<PAGE> 8



SIGNATURES

      Pursuant to the  requirements of the Securities Act, Roslyn Bancorp,  Inc.
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this Form S-8 to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Jericho, State of New York, on 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)






                                        8

<PAGE> 9





/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


                              Director
---------------------------
Spiros J. Voutsinas


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





                                        9

<PAGE> 10
<TABLE>
<CAPTION>


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



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

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

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

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

     4.4         Benefit Restoration         Incorporated herein by reference from the Exhibits
                 Plan for The Roslyn         of the Registrant's Registration Statement on Form
                 Savings  Bank               S-1 filed with the SEC

     5.0         Opinion  of  Muldoon,       Filed herewith.                                                11
                 Murphy & Faucette
                 LLP re: legality of
                 the securities

     23          Consents of KMPG            Filed herewith.                                                14
                 LLP

     24          Power of Attorney           Located on the signature page.


</TABLE>



                                       10
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{"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": "333-49790", "film-number": "761301"}, "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-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

     DELAWARE                             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 11573
                                 (516) 942-6000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           BENEFIT RESTORATION PLAN OF
                             THE ROSLYN SAVINGS BANK

                            (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)

    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
=======================================================================================================
   Title of each Class of        Amount to be    Proposed Purchase   Estimated Aggregate  Registration
 Securities to be Registered    Registered (1)   Price Per Share      Offering Price(2)       Fee
-------------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value               200,000 Shares        $21.125             $4,225,000         $1,116
-------------------------------------------------------------------------------------------------------
    Participation
      Interests                      (4)                                                       (5)
=======================================================================================================
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Benefit Restoration Plan of The Roslyn Savings Bank (the "Plan") as the
     result of a stock  split,  stock  dividend  or  similar  adjustment  of the
     outstanding  Common  Stock of Roslyn  Bancorp,  Inc.  pursuant to 17 C.F.R.
     Section 230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The  last  sale  price  of  the  common  stock of Roslyn Bancorp, Inc. (the
     "Common  Stock") as reported on the Nasdaq  National  Market  ("Nasdaq") on
     November 7, 2000, in accordance with 17 C.F.R. Section 230.457(c).
(4)  In  addition,  pursuant to 17 C.F.R. Section 230.416(c), this  registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee  benefit plan described herein based upon the
     maximum  amount that could be issued  under the plan  pursuant to 17 C.F.R.
     Section 230.457(h).
(5)  In accordance with 17 C.F.R. Section 230.457(h),  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.  Accordingly,  no
     separate fee is required for the participation interests.

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 14
Exhibit Index begins on Page 10
2

ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. The document containing the information for the Benefit Restoration
Plan  for  The  Roslyn  Savings  Bank  (the  "Plan")  required  by Part I of the
Registration  Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1).  This document is not filed with the Securities and
Exchange Commission (the "SEC") either as a part of this Registration  Statement
or as a prospectus or prospectus  supplement pursuant to Rule 424 in reliance on
Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

      (a) The Form 10-K, Annual Report, filed by the Company for the fiscal year
ended December 31, 1999, (File No.  333-72471),  which includes the consolidated
statements of financial condition of Roslyn Bancorp,  Inc. and subsidiaries (the
Company)  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,  filed with the
SEC on March 30, 2000.

      (b) The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended March 31, 2000 and June 30, 2000 (File No. 333-72471),  filed with the SEC
on May 11, 2000 and August 10, 2000, respectively.

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

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

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

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

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

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

      TENTH:
      -----

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

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

                                        3
4

      Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of the
      indemnitee's heirs, executors and administrators.

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the  Corporation  within  sixty days after a written  claim has
      been  received  by the  Corporation,  except in the case of a claim for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an  undertaking,  the  indemnitee  shall be  entitled  to be paid also the
      expenses of prosecuting or defending such suit. In (i) any suit brought by
      the indemnitee to enforce a right to indemnification hereunder (but not in
      a suit brought by the  indemnitee to enforce a right to an  advancement of
      expenses)  it  shall  be a  defense  that,  and  (ii)  in any  suit by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking the Corporation  shall be entitled to recover such expenses
      upon a final  adjudication that, the indemnitee has not met any applicable
      standard for indemnification set forth in the Delaware General Corporation
      Law.  Neither  the  failure  of the  Corporation  (including  its Board of
      Directors,  independent legal counsel, or its stockholders) to have made a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

            D. The rights to indemnification  and to the advancement of expenses
      conferred in this Article  TENTH shall not be exclusive of any other right
      which any person may have or  hereafter  acquire  under any  statute,  the
      Corporation's  Certificate of Incorporation,  Bylaws,  agreement,  vote of
      stockholders or Disinterested Directors or otherwise.

            E. The  Corporation  may  maintain  insurance,  at its  expense,  to
      protect  itself  and any  Director,  Officer,  employee  or  agent  of the
      Corporation   or   subsidiary   or  Affiliate   or  another   corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss,  whether or not the Corporation would have the power to
      indemnify  such person  against such expense,  liability or loss under the
      Delaware General Corporation Law.

            F. The Corporation  may, to the extent  authorized from time to time
      by the Board of  Directors,  grant  rights to  indemnification  and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.

      ELEVENTH: A Director of this Corporation shall not be personally liable to
      --------
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for

                                        4
5

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):

      4.1   Certificate of Incorporation of the Registrant 1
      4.2   Bylaws of the Registrant 2
      4.3   Stock Certificate of Roslyn Bancorp, Inc. 3
      4.4   Benefit Restoration Plan for The Roslyn Savings Bank 3
      5.0   Opinion of Muldoon, Murphy & Faucette LLP re: legality of the
             securities
      23    Consent of KPMG LLP.
      24    Power of Attorney is located on the signature pages.

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

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

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

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

                                        5
6

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been

                                      6
7

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.

                                        7
8

SIGNATURES

      Pursuant to the  requirements of the Securities Act, Roslyn Bancorp,  Inc.
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this Form S-8 to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Jericho, State of New York, on 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)

                                        8
9

/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

                              Director
---------------------------
Spiros J. Voutsinas

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

                                        9
10
EXHIBIT INDEX
                                            -------------

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

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

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

     4.4         Benefit Restoration         Incorporated herein by reference from the Exhibits
                 Plan for The Roslyn         of the Registrant's Registration Statement on Form
                 Savings  Bank               S-1 filed with the SEC

     5.0         Opinion  of  Muldoon,       Filed herewith.                                                11
                 Murphy & Faucette
                 LLP re: legality of
                 the securities

     23          Consents of KMPG            Filed herewith.                                                14
                 LLP

     24          Power of Attorney           Located on the signature page.
10