<PAGE> 1

As filed with the Securities and Exchange Commission on April 2, 1998
                                               Registration No. ____-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         RICHMOND COUNTY FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                 6036                    06-1498455
(state or other jurisdiction of    (Primary Standard            (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)
         

                              1214 CASTLETON AVENUE
                          STATEN ISLAND, NEW YORK 10310
                                 (718) 448-2800
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          RICHMOND COUNTY SAVINGS BANK
                               401(K) SAVINGS PLAN
                            (Full Title of the Plan)

MICHAEL F. MANZULLI                       COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     LAWRENCE M.F. SPACCASI, ESQUIRE
RICHMOND COUNTY FINANCIAL CORP.           MARC P. LEVY, ESQUIRE
1214 CASTETON AVENUE                      CATHLEEN M. DOWDIE, ESQUIRE
STATEN ISLAND, NEW YORK 10310             MULDOON, MURPHY & FAUCETTE
(718) 448-2800                            5101 WISCONSIN AVENUE, N.W.
                                          WASHINGTON, D.C.  20016
                                          (202) 362-0840
(Name, address,  including zip code, 
and telephone number, including area
code, of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /

<TABLE>
<CAPTION>
==================================================================================================
  Title of each Class of      Amount to be  Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered   Price Per Share(1)   Offering Price(2)       Fee
--------------------------------------------------------------------------------------------------
   <S>                       <C>                <C>                 <C>                <C>
    Common Stock
   $.01 par Value            153,225 Shares     $18.688             $2,863,477         $ 845
--------------------------------------------------------------------------------------------------
    Participation
      Interests                   (3)                               $2,863,477           (4)
==================================================================================================
</TABLE>
(1)The closing price of the common stock of Richmond  County  Financial Corp. on
   the Nasdaq  National  Market on March 30, 1998 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 Richmond  County  Financial  Corp.  (the  "Company" or the
   "Registrant")  to be  purchased by the  Richmond  County  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.


                                        1

<PAGE> 2



RICHMOND COUNTY FINANCIAL CORP.

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

ITEMS 1 & 2. The  documents  containing  the  information  for  Richmond  County
Savings Bank 401(k)  Savings  Plan  ("Savings  Plan")  required by Part I of the
Registration  Statement will be sent or given to the participants in the Savings
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  Prospectus  filed  with the SEC by the  Registrant  and  declared
effective on December 16, 1997, which includes the consolidated balance sheet of
Richmond  County Savings Bank (the "Bank") (the Company did not acquire the Bank
until February 17, 1998),  and  subsidiaries  as of the years ended June 30,1997
and  1996  and the  short  period  ending  August  31,  1997,  and  the  related
consolidated  statements of income,  changes in stockholder's  equity,  and cash
flows for each of the three  years in the period  ended June 30,  1997,  and the
short period  ending  August 31, 1997,  together  with the related notes and the
report,  dated  August 22,  1997,  of Ernst & Young LLP,  independent  certified
public  accountants;  and which  also  includes  the  statements  of net  assets
available  for plan  benefits of the Savings Plan as of December  31, 1996,  and
December 31, 1995, and the related statements of changes in net assets available
for plan  benefits as of December 31, 1996,  and December 31, 1995 together with
the related notes and the report, dated July 14, 1997, of Ernst & Young LLP.

      (b) The Form 10-Q  report  filed by the  Company  for the fiscal  quarters
ending  September 30, 1997, and December 31, 1997, (File No. 0-23271) filed with
the SEC on January 29, 1998, and February 10, 1998, respectively.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0- 23271), 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 October 27, 1997 and declared effective December 15,
1997,  as  incorporated  by  reference  from the  Company's  Form  S-1  declared
effective on December 15, 1997.

      (d) All  documents  filed  by the  Company  and the  Savings  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  Savings  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.

      The  consolidated  statements  of  financial  condition  of the  Bank  and
subsidiaries  as of  June  30,  1997  and  1996,  and the  related  consolidated
statements of income,  equity  capital,  and cash flows for each of the years in
the three-year  period ended June 30, 1997,  together with the related notes and
the reports of Ernst & Young LLP independent certified public accountants, dated
August 22, 1997 incorporated by reference in this Registration  Statement,  have
been incorporated  herein in reliance upon the authority of said firm as experts
in accounting and auditing.

      The statements of assets available for distribution of the Savings 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,  schedules  and the  report of Ernst & Young LLP,  independent  certified
public  accountants,  dated July 14,  1997  incorporated  by  reference  in this
Registration  Statement,  have been  incorporated  herein in  reliance  upon the
authority of said firm as experts in accounting and auditing.

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.


      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.

      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


                                        3

<PAGE> 4



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  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


                                        4

<PAGE> 5



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):

      3.1      Certificate of Incorporation of Richmond County Financial Corp.

      4        Documents  defining  the rights of  security  holders,  including
               indentures.  This  exhibit  is  incorporated  by  reference  from
               exhibit 3.1.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the Savings 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 Ernst & Young 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. 333-37009), as amended, and
  declared effective on December 16, 1997.



                                        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




                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of 1933,  Richmond
County Financial Corp.  certifies that is 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 New York, State of New York, on April 2, 1998.


                                      RICHMOND COUNTY FINANCIAL CORP.


                                      By:/s/ Michael F. Manzulli
                                         --------------------------------
                                         Michael F. Manzulli
                                         Chairman of the Board, Chief
                                         Executive Officer and President


      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. Manzulli) constitutes and appoints Michael F. Manzulli and
Mr. Manzulli appoints Thomas R. Cangemi, as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
to the Form S-8 Registration Statement,  and to file the same, with all exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities
and Exchange Commission,  respectively,  granting unto said attorney-in-fact and
agent full power and  authority  to do and perform each and every act and things
requisite  and  necessary  to be done as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

    Name                        Title                                  Date

/s/ Michael F. Manzulli         Chairman of the Board,             April 2, 1998
-----------------------         Chief Executive Officer and 
                                Director (principal 
                                executive officer)

/s/ Thomas R. Cangemi           Senior Vice President, Chief       April 2, 1998
-----------------------         Officer, Secretary & Treasurer
Thomas R. Cangemi               (principal accounting
                                and financial officer)


/s/ Anthony E. Burke            Director                           April 2, 1998
-----------------------         
Anthony E. Burke


/s/ Godfrey H. Carstens, Jr.    Director                           April 2, 1998
----------------------------
Godfrey H. Carstens, Jr.


/s/ Robert S. Farrell           Director                           April 2, 1998
-----------------------      
Robert S. Farrell


/s/ William C. Frederick, M.D.  Director                           April 2, 1998
------------------------------  
William C. Frederick, M.D.


                                        7

<PAGE> 8



/s/ James L. Kelley              Director                          April 2, 1998
---------------------------   
James L. Kelley


/s/ T. Ronald Quinlan, Jr.       Director                          April 2, 1998
--------------------------- 
T. Ronald Quinlan, Jr.


/s/ Maurice K. Shaw              Director                          April 2, 1998
---------------------------    
Maurice K. Shaw


THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who  administer  the Richmond  County  Savings Bank 401(k) Savings
Plan) have duly caused this Registration Statement to be signed on its behalf by
the undersigned,  thereunto duly  authorized,  in the City of New York, State of
New York, on April 2, 1998.


                                RICHMOND COUNTY SAVINGS BANK 401(K) SAVINGS PLAN

                                By: /s/ Dorothy Episcopia
                                    --------------------------
                                    Dorothy Episcopia

                                By: /s/ Charles F. Hermann III
                                    ---------------------------
                                    Charles F. Hermann III

                                    As Plan Administrator



                                        8

<PAGE> 9

<TABLE>
<CAPTION>

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



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

    <S>          <C>                        <C>                                                             <C>
     3.1         Certificate  of            Incorporated  herein  by  reference  from  the Exhibits
                 Incorporation  of          of  the  Registrant's  Registration Statement on Form
                 Richmond County            S-1 filed with the SEC and declared effective on
                 Financial Corp.            December 16, 1997.

      4          Documents defining         Incorporated herein by reference from Exhibit 3.1.              --
                 the rights of security
                 holders, including
                 indentures.

    23.1         Consent Ernst &            Filed herewith.                                                 11
                 Young LLP.

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


</TABLE>



                                        9
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{"company-data": {"conformed-name": "RICHMOND COUNTY FINANCIAL CORP", "cik": "0001046685", "assigned-sic": "6036", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49233", "film-number": "98586292"}, "business-address": {"street1": "1214 CASTLETON AVENUE", "city": "STATEN ISLAND", "state": "NY", "zip": "10310", "phone": "7184482800"}, "mail-address": {"street1": "1214 CASTLETON AVENUE", "street2": "1214 CASTLETON AVENUE", "city": "STATEN ISLAND", "state": "NY", "zip": "10310"}}
1

As filed with the Securities and Exchange Commission on April 2, 1998
                                               Registration No. ____-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         RICHMOND COUNTY FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                 6036                    06-1498455
(state or other jurisdiction of    (Primary Standard            (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)
         

                              1214 CASTLETON AVENUE
                          STATEN ISLAND, NEW YORK 10310
                                 (718) 448-2800
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          RICHMOND COUNTY SAVINGS BANK
                               401(K) SAVINGS PLAN
                            (Full Title of the Plan)

MICHAEL F. MANZULLI                       COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     LAWRENCE M.F. SPACCASI, ESQUIRE
RICHMOND COUNTY FINANCIAL CORP.           MARC P. LEVY, ESQUIRE
1214 CASTETON AVENUE                      CATHLEEN M. DOWDIE, ESQUIRE
STATEN ISLAND, NEW YORK 10310             MULDOON, MURPHY & FAUCETTE
(718) 448-2800                            5101 WISCONSIN AVENUE, N.W.
                                          WASHINGTON, D.C.  20016
                                          (202) 362-0840
(Name, address,  including zip code, 
and telephone number, including area
code, of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
==================================================================================================
  Title of each Class of      Amount to be  Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered    Registered   Price Per Share(1)   Offering Price(2)       Fee
--------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value            153,225 Shares     $18.688             $2,863,477         $ 845
--------------------------------------------------------------------------------------------------
    Participation
      Interests                   (3)                               $2,863,477           (4)
==================================================================================================
(1)The closing price of the common stock of Richmond  County  Financial Corp. on
   the Nasdaq  National  Market on March 30, 1998 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 Richmond  County  Financial  Corp.  (the  "Company" or the
   "Registrant")  to be  purchased by the  Richmond  County  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.

                                        1
2

RICHMOND COUNTY FINANCIAL CORP.

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

ITEMS 1 & 2. The  documents  containing  the  information  for  Richmond  County
Savings Bank 401(k)  Savings  Plan  ("Savings  Plan")  required by Part I of the
Registration  Statement will be sent or given to the participants in the Savings
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  Prospectus  filed  with the SEC by the  Registrant  and  declared
effective on December 16, 1997, which includes the consolidated balance sheet of
Richmond  County Savings Bank (the "Bank") (the Company did not acquire the Bank
until February 17, 1998),  and  subsidiaries  as of the years ended June 30,1997
and  1996  and the  short  period  ending  August  31,  1997,  and  the  related
consolidated  statements of income,  changes in stockholder's  equity,  and cash
flows for each of the three  years in the period  ended June 30,  1997,  and the
short period  ending  August 31, 1997,  together  with the related notes and the
report,  dated  August 22,  1997,  of Ernst & Young LLP,  independent  certified
public  accountants;  and which  also  includes  the  statements  of net  assets
available  for plan  benefits of the Savings Plan as of December  31, 1996,  and
December 31, 1995, and the related statements of changes in net assets available
for plan  benefits as of December 31, 1996,  and December 31, 1995 together with
the related notes and the report, dated July 14, 1997, of Ernst & Young LLP.

      (b) The Form 10-Q  report  filed by the  Company  for the fiscal  quarters
ending  September 30, 1997, and December 31, 1997, (File No. 0-23271) filed with
the SEC on January 29, 1998, and February 10, 1998, respectively.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0- 23271), 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 October 27, 1997 and declared effective December 15,
1997,  as  incorporated  by  reference  from the  Company's  Form  S-1  declared
effective on December 15, 1997.

      (d) All  documents  filed  by the  Company  and the  Savings  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  Savings  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.

      The  consolidated  statements  of  financial  condition  of the  Bank  and
subsidiaries  as of  June  30,  1997  and  1996,  and the  related  consolidated
statements of income,  equity  capital,  and cash flows for each of the years in
the three-year  period ended June 30, 1997,  together with the related notes and
the reports of Ernst & Young LLP independent certified public accountants, dated
August 22, 1997 incorporated by reference in this Registration  Statement,  have
been incorporated  herein in reliance upon the authority of said firm as experts
in accounting and auditing.

      The statements of assets available for distribution of the Savings 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,  schedules  and the  report of Ernst & Young LLP,  independent  certified
public  accountants,  dated July 14,  1997  incorporated  by  reference  in this
Registration  Statement,  have been  incorporated  herein in  reliance  upon the
authority of said firm as experts in accounting and auditing.

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.

      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.

      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

                                        3
4

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  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

                                        4
5

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):

      3.1      Certificate of Incorporation of Richmond County Financial Corp.

      4        Documents  defining  the rights of  security  holders,  including
               indentures.  This  exhibit  is  incorporated  by  reference  from
               exhibit 3.1.1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the Savings 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 Ernst & Young 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. 333-37009), as amended, and
  declared effective on December 16, 1997.

                                        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

                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of 1933,  Richmond
County Financial Corp.  certifies that is 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 New York, State of New York, on April 2, 1998.

                                      RICHMOND COUNTY FINANCIAL CORP.

                                      By:/s/ Michael F. Manzulli
                                         --------------------------------
                                         Michael F. Manzulli
                                         Chairman of the Board, Chief
                                         Executive Officer and President

      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. Manzulli) constitutes and appoints Michael F. Manzulli and
Mr. Manzulli appoints Thomas R. Cangemi, as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
to the Form S-8 Registration Statement,  and to file the same, with all exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities
and Exchange Commission,  respectively,  granting unto said attorney-in-fact and
agent full power and  authority  to do and perform each and every act and things
requisite  and  necessary  to be done as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

    Name                        Title                                  Date

/s/ Michael F. Manzulli         Chairman of the Board,             April 2, 1998
-----------------------         Chief Executive Officer and 
                                Director (principal 
                                executive officer)

/s/ Thomas R. Cangemi           Senior Vice President, Chief       April 2, 1998
-----------------------         Officer, Secretary & Treasurer
Thomas R. Cangemi               (principal accounting
                                and financial officer)

/s/ Anthony E. Burke            Director                           April 2, 1998
-----------------------         
Anthony E. Burke

/s/ Godfrey H. Carstens, Jr.    Director                           April 2, 1998
----------------------------
Godfrey H. Carstens, Jr.

/s/ Robert S. Farrell           Director                           April 2, 1998
-----------------------      
Robert S. Farrell

/s/ William C. Frederick, M.D.  Director                           April 2, 1998
------------------------------  
William C. Frederick, M.D.

                                        7
8

/s/ James L. Kelley              Director                          April 2, 1998
---------------------------   
James L. Kelley

/s/ T. Ronald Quinlan, Jr.       Director                          April 2, 1998
--------------------------- 
T. Ronald Quinlan, Jr.

/s/ Maurice K. Shaw              Director                          April 2, 1998
---------------------------    
Maurice K. Shaw

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who  administer  the Richmond  County  Savings Bank 401(k) Savings
Plan) have duly caused this Registration Statement to be signed on its behalf by
the undersigned,  thereunto duly  authorized,  in the City of New York, State of
New York, on April 2, 1998.

                                RICHMOND COUNTY SAVINGS BANK 401(K) SAVINGS PLAN

                                By: /s/ Dorothy Episcopia
                                    --------------------------
                                    Dorothy Episcopia

                                By: /s/ Charles F. Hermann III
                                    ---------------------------
                                    Charles F. Hermann III

                                    As Plan Administrator

                                        8
9
EXHIBIT INDEX
                                  -------------

                                                                                                        Sequentially
                                                                                                          Numbered
                                                                                                            Page
 Exhibit No.     Description                Method of Filing                                              Location
------------     ------------------         -------------------------------------------------------    -------------
3.1         Certificate  of            Incorporated  herein  by  reference  from  the Exhibits
                 Incorporation  of          of  the  Registrant's  Registration Statement on Form
                 Richmond County            S-1 filed with the SEC and declared effective on
                 Financial Corp.            December 16, 1997.

      4          Documents defining         Incorporated herein by reference from Exhibit 3.1.              --
                 the rights of security
                 holders, including
                 indentures.

    23.1         Consent Ernst &            Filed herewith.                                                 11
                 Young LLP.

     24          Power of Attorney          Located on the signature page.                                  --
9