<PAGE> 1


As filed with the Securities and Exchange Commission on December    , 1997
                                                     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.)


                          1400 OLD NORTHERN BOULEVARD
                            ROSLYN, NEW YORK  11576
                                (516) 621-6000
              (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:
CHAIRMAN OF THE BOARD,                         LAWRENCE M.F. SPACCASI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER          LESLIE MURPHY, ESQUIRE
THE ROSLYN SAVINGS BANK                        MULDOON, MURPHY & FAUCETTE
1400 OLD NORTHERN BOULEVARD                    5101 WISCONSIN AVENUE, N.W.
ROSLYN, NEW YORK  11576                        WASHINGTON, DC  20016
(516) 621-6000                                 (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              156,530                                                     
      $.01 par Value             Shares           $21 3/8                 $3,345,829           $987
-----------------------------------------------------------------------------------------------------------
      Participation
        Interests                 (3)                                     $3,345,829             (4)
===========================================================================================================
(1) The closing price of the common stock of Roslyn  Bancorp, Inc. (the "Common
    Stock") on  the Nasdaq  National  Market on November 25, 1997 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.
</TABLE>


THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages 12
Exhibit Index begins on Page 10


<PAGE> 2



ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for The Roslyn Savings
Bank 401(k) Savings Plan ("401(k) Plan") required by Part I of the  Registration
Statement  will be sent or  given  to the  participants  in the  401(k)  Plan 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  Company's  Annual  Report on Form 10-K for the fiscal  year ended
December  31, 1996,  which  includes the  consolidated  statements  of financial
condition  of The Roslyn  Savings Bank (the "Bank") (the Company did not acquire
the Bank  until  January  10,  1997  and  prior to such  time had no  assets  or
liabilities)  as of  December  31, 1996 and 1995,  and the related  consolidated
statements  of income,  changes in retained  earnings and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related notes (File No.0-28886) filed with the SEC on March 31, 1997.

    (b)   The 401(k) Plan's annual report on Form 11-K for the fiscal year ended
December 31,  1996,  which  includes  the  statements  of assets  available  for
distribution  of the  401(k)  Plan as of  December  31,  1996 and 1995,  and the
related statements of changes in assets available for distribution for the years
then ended,  together with the related notes and schedules  (File No.  0-288886)
filed with the SEC on June 30,1997.

    (c)   The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997 (File No.  0-28886),
filed with the SEC on May 15, 1997, August 14, 1997.
and November 14, 1997, respectively.

    (d)    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.

    (e)   All  documents  filed  by the  Company  and  the  401(k)  Plan,  where
applicable,  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  401(k)  Plan 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(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,
      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.



                                         3

<PAGE> 4



          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  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


                                         4

<PAGE> 5



      Corporation  to the fullest extent of the provisions of this Article TENTH
      with  respect  to the  indemnification  and  advancement  of  expenses  of
      Directors and Officers of the Corporation.

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

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

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

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 Roslyn Bancorp, Inc.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1     Consent of KPMG Peat Marwick 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.



                                         5

<PAGE> 6



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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




                                         6

<PAGE> 7



CONFORMED
                                     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  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Roslyn, State of New York, on November 24, 1997.

                                   ROSLYN BANCORP, INC.



                                   By: /s/ Joseph L. Mancino
                                       ----------------------------------
                                           Joseph L. Mancino
                                           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 Michael P. Puorro,  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,
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 L. Mancino         Chairman of the Board, President November 24, 1997
----------------------------
Joseph L. Mancino             and Chief Executive Officer
                              (principal executive officer)

/s/ Michael P. Puorro         Treasurer and Chief Financial    November 24, 1997
----------------------------
Michael P. Puorro             Officer (principal accounting
                              and financial officer)
 
/s/ Floyd N. York             Director                         November 24, 1997
----------------------------
Floyd N. York

/s/ Victor C. McCuaig         Director                         November 24, 1997
----------------------------
Victor C. McCuaig

/s/ John P. Nicholson         Director                         November 24, 1997
----------------------------
John P. Nicholson



                                         7

<PAGE> 8



/s/ James E. Swiggert         Director                         November 24, 1997
----------------------------
James E. Swiggert


/s/ Robert E. Freese          Director                         November 24, 1997
----------------------------
Robert E. Freese


/s/ Thomas J. Calabrese, Jr.  Director                         November 24, 1997
----------------------------
Thomas J. Calabrese, Jr.


/s/ Dr. Edwin Martin, Jr.     Director                         November 24, 1997
----------------------------
Dr. Edward Martin, Jr.


/s/ Richard C. Webel          Director                         November 24, 1997
----------------------------
Richard C. Webel


THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (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 City of Roslyn, State of New York, on November 24, 1997.

                              The Roslyn Savings Bank 401(k) Savings Plan

                              By:   /s/ Arthur Toohig
                                    -------------------------------------------
                                    Arthur Toohig
                                    Plan Administrator


<PAGE> 9


      
                                            EXHIBIT INDEX
<TABLE>
<CAPTION>


                                                                                                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.                                          12
                 Peat Marwick LLP
     24          Power of Attorney          Located on the signature page.                           --

</TABLE>
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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": "333-41365", "film-number": "97731391"}, "business-address": {"street1": "1400 OLD NORTHERN BLVD", "city": "ROSLYN", "state": "NY", "zip": "11576", "phone": "5166216000"}, "mail-address": {"street1": "1400 OLD NORTHERN BLVD", "city": "ROSLYN", "state": "NY", "zip": "11576"}}
1

As filed with the Securities and Exchange Commission on December    , 1997
                                                     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.)

                          1400 OLD NORTHERN BOULEVARD
                            ROSLYN, NEW YORK  11576
                                (516) 621-6000
              (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:
CHAIRMAN OF THE BOARD,                         LAWRENCE M.F. SPACCASI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER          LESLIE MURPHY, ESQUIRE
THE ROSLYN SAVINGS BANK                        MULDOON, MURPHY & FAUCETTE
1400 OLD NORTHERN BOULEVARD                    5101 WISCONSIN AVENUE, N.W.
ROSLYN, NEW YORK  11576                        WASHINGTON, DC  20016
(516) 621-6000                                 (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              156,530                                                     
      $.01 par Value             Shares           $21 3/8                 $3,345,829           $987
-----------------------------------------------------------------------------------------------------------
      Participation
        Interests                 (3)                                     $3,345,829             (4)
===========================================================================================================
(1) The closing price of the common stock of Roslyn  Bancorp, Inc. (the "Common
    Stock") on  the Nasdaq  National  Market on November 25, 1997 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. SS.230.462.

Number of Pages 12
Exhibit Index begins on Page 10
2

ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing  the  information  for The Roslyn Savings
Bank 401(k) Savings Plan ("401(k) Plan") required by Part I of the  Registration
Statement  will be sent or  given  to the  participants  in the  401(k)  Plan 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  Company's  Annual  Report on Form 10-K for the fiscal  year ended
December  31, 1996,  which  includes the  consolidated  statements  of financial
condition  of The Roslyn  Savings Bank (the "Bank") (the Company did not acquire
the Bank  until  January  10,  1997  and  prior to such  time had no  assets  or
liabilities)  as of  December  31, 1996 and 1995,  and the related  consolidated
statements  of income,  changes in retained  earnings and cash flows for each of
the years in the three-year  period ended  December 31, 1996,  together with the
related notes (File No.0-28886) filed with the SEC on March 31, 1997.

    (b)   The 401(k) Plan's annual report on Form 11-K for the fiscal year ended
December 31,  1996,  which  includes  the  statements  of assets  available  for
distribution  of the  401(k)  Plan as of  December  31,  1996 and 1995,  and the
related statements of changes in assets available for distribution for the years
then ended,  together with the related notes and schedules  (File No.  0-288886)
filed with the SEC on June 30,1997.

    (c)   The Form 10-Q  reports  filed by the Company  for the fiscal  quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997 (File No.  0-28886),
filed with the SEC on May 15, 1997, August 14, 1997.
and November 14, 1997, respectively.

    (d)    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.

    (e)   All  documents  filed  by the  Company  and  the  401(k)  Plan,  where
applicable,  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  401(k)  Plan 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the 401(k)
Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(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,
      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.

                                         3
4

          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  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

                                         4
5

      Corporation  to the fullest extent of the provisions of this Article TENTH
      with  respect  to the  indemnification  and  advancement  of  expenses  of
      Directors and Officers of the Corporation.

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

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

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

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 Roslyn Bancorp, Inc.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the 401(k) Plan and any amendment thereto to
               the Internal  Revenue  Service ("IRS") in a timely manner and has
               made or will  make all  changes  required  by the IRS in order to
               qualify the plan.

      23.1     Consent of KPMG Peat Marwick 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.

                                         5
6

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

                                         6
7

CONFORMED
                                     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  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Roslyn, State of New York, on November 24, 1997.

                                   ROSLYN BANCORP, INC.

                                   By: /s/ Joseph L. Mancino
                                       ----------------------------------
                                           Joseph L. Mancino
                                           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 Michael P. Puorro,  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,
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 L. Mancino         Chairman of the Board, President November 24, 1997
----------------------------
Joseph L. Mancino             and Chief Executive Officer
                              (principal executive officer)

/s/ Michael P. Puorro         Treasurer and Chief Financial    November 24, 1997
----------------------------
Michael P. Puorro             Officer (principal accounting
                              and financial officer)
 
/s/ Floyd N. York             Director                         November 24, 1997
----------------------------
Floyd N. York

/s/ Victor C. McCuaig         Director                         November 24, 1997
----------------------------
Victor C. McCuaig

/s/ John P. Nicholson         Director                         November 24, 1997
----------------------------
John P. Nicholson

                                         7
8

/s/ James E. Swiggert         Director                         November 24, 1997
----------------------------
James E. Swiggert

/s/ Robert E. Freese          Director                         November 24, 1997
----------------------------
Robert E. Freese

/s/ Thomas J. Calabrese, Jr.  Director                         November 24, 1997
----------------------------
Thomas J. Calabrese, Jr.

/s/ Dr. Edwin Martin, Jr.     Director                         November 24, 1997
----------------------------
Dr. Edward Martin, Jr.

/s/ Richard C. Webel          Director                         November 24, 1997
----------------------------
Richard C. Webel

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (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 City of Roslyn, State of New York, on November 24, 1997.

                              The Roslyn Savings Bank 401(k) Savings Plan

                              By:   /s/ Arthur Toohig
                                    -------------------------------------------
                                    Arthur Toohig
                                    Plan Administrator
9

      
                                            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.                                          12
                 Peat Marwick LLP
     24          Power of Attorney          Located on the signature page.                           --