<PAGE> 1

    As filed with the Securities and Exchange Commission on February 17, 1999
                                                            -----------
                                       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                                               11-3333218       
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                          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)

                               T R FINANCIAL CORP.
                          1993 INCENTIVE STOCK OPTION PLAN 1
                                       and
                                T R FINANCIAL CORP.
                     1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 1
                               (Full Title of the Plans)
                          ----------------------------------

Joseph L. Mancino                                Copies to:
President and Chief Executive Officer            Lawrence M.F. Spaccasi, Esquire
Roslyn Bancorp, Inc.                             Marc P. Levy, Esquire
1400 Old Northern Boulevard                      Muldoon, Murphy & Faucette LLP
Roslyn, New York 11576                           5101 Wisconsin Avenue, N.W.
(516) 621-6000                                   Washington, D.C.  20016
(Name, address, including zip code, and          (2020  362-0840 
telephone number, including area code,
of agent for service)

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

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

=========================================================================================================================
    Title of each Class of          Amount to be     Proposed Purchase          Estimated Aggregate       Registration
  Securities to be Registered       Registered(2)    Price Per Share              Offering Price               Fee
-------------------------------------------------------------------------------------------------------------------------
        <S>                          <C>                    <C>                         <C>                    <C>    
         Common Stock                 2,940,488 
        $.01 Par Value               Shares (3)             $5.243(4)                   $15,416,978            $4,286
-------------------------------------------------------------------------------------------------------------------------
         Common Stock                  643,608              $3.667(6)                   $2,360,110.50          $657
        $.01 Par Value               Shares (5)
=========================================================================================================================

(1)  Roslyn Bancorp,  Inc. (the "Registrant" or "Roslyn") is offering shares of its common stock pursuant to these  plans
     because in the merger of T R Financial  Corp. into Roslyn,  Roslyn  succeeded to T R Financial  Corp.'s  obligations
     under these plans.
(2)  Together with an  indeterminate  number of  additional shares which may be  necessary to adjust the number of shares
     reserved for issuance  pursuant to the T R Financial  Corp.  1993 Incentive Stock Option Plan (the "Incentive Plan")
     and the T R Financial  Corp.  1993 Stock  Option  Plan for Outside Directors (the  "Directors' Option  Plan") as the
     result of a stock split, stock dividend or similar adjustment of the  outstanding  common  stock of Roslyn  pursuant
     to 17 C.F.R. ss.230.416(a).
(3)  This number represents  the total  number  of shares of Roslyn  currently reserved or  available  for  issuance upon
     the  exercise of stock  options pursuant to the Incentive  Plan, as adjusted to reflect the exchange  ratio  of 2.05
     shares of Roslyn common stock  for each  share of T R  Financial common stock. This is pursuant to 17 C.F.R. ss.457.
(4)  Represents the weighted  average price determined by  the average  exercise  price  of  $5.243 per  share  at  which
     options for 13,813,190 shares under the Incentive Plan have been granted to date.

                                                                                    (footnotes continued on next page)


<PAGE> 2





(5)  Represents  the  total number of shares  currently  reserved or available for issuance  upon the  exercise of  stock
     options  pursuant  to  the  Directors' Option Plan,  as  adjusted to reflect the  exchange  ratio of  2.05 shares of
     Roslyn common stock for each share of T R Financial  common stock.  This is  pursuant to 17 C.F.R. ss.457.
(6)  Represents  the  weighted  average price  determined by the average  exercise  price of  $3.667  per share  at which
     options for 844,074  shares  under the Director's Option Plan have been granted to date.
          
</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 49
Exhibit Index begins on Page 12






                                          2

<PAGE> 3



ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. Roslyn Bancorp,  Inc. (the "Issuer" or "Roslyn") is offering shares
of its common  stock  pursuant  to these  plans  because  in the  mergers of T R
Financial  Corp.  into  Roslyn,  Roslyn  succeeded  to  T  R  Financial  Corp.'s
obligations  under the Plans.  The documents  containing the information for the
Roslyn  Bancorp,  Inc. (the "Company" or the  "Registrant")  T R Financial Corp.
1993  Incentive  Stock Option Plan amended and restated  effective as of January
23, 1997 (the  "Incentive  Plan") and T R Financial Corp. 1993 Stock Option Plan
for  Outside  Directors  required  by Part I of the Registration  Statement will
be sent or given to the participants in the Plan as specified by Rule 428(b)(1).
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.

     All information contained  in  this  Prospectus  relating to Roslyn and its
subsidiaries  has  been  supplied  by  Roslyn  and all pro forma information was
prepared  by  Roslyn.  All information contained  in this Prospectus relating to
T R Financial and its subsdiaries has been supplied by T R Financial.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a) The  Annual  Report on Form 10-K  filed by the  Registrant  for the
fiscal year ended December 31, 1997 (File No. 0-28886) with the SEC on March 31,
1998,  which  includes the  consolidated  statements  of financial  condition of
Roslyn  Bancorp,  Inc. and  subsidiary as of December 31, 1997 and 1996, and the
related consolidated  statements of income, changes in stockholders' equity, and
cash flows for each of the years in the three year  period  ended  December  31,
1997,  together  with the related notes and the report of KPMG Peat Marwick LLP,
independent certified public accountants.

         (b) The  Amendment  No. 1 to the Annual  Report on Form 10-K/A filed by
the Registrant  for the fiscal year ended December 31, 1997 (File No.  0-28886),
filed with the SEC on November 16, 1998.

         (c) The Quarterly  Report on Form 10-Q filed by the  Registrant for the
fiscal  quarter ended March 31, 1998 (File No.  0-28886),  filed with the SEC on
May 14, 1998.

         (d) The Quarterly  Report on Form 10-Q filed by the  Registrant for the
fiscal  quarter  ended June 30, 1998 (File No.  0-28886),  filed with the SEC on
August 13, 1998.

         (e) The Quarterly  Report on Form 10-Q filed by the  Registrant for the
fiscal quarter ended September 30, 1998 (File No.  0-28886),  filed with the SEC
on November 16, 1998.

         (f) The Current Report on Form 8-K filed by the Registrant with the SEC
on June 3, 1998 (File No. 0-28886).

         (g) The Current Report on Form 8-K filed by the Registrant with the SEC
on July 22, 1998 (File No. 0-28886).



                                        3

<PAGE> 4



         (h) The Current Report on Form 8-K filed by the Registrant with the SEC
on December 31, 1998 (File No. 0-28886).

         (i) The  description  of   Registrant's   Common   Stock  contained  in
Registrant's Form S-4 (File No. 0-28886),  as filed with the SEC on November 16,
1998.

         (j) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended  ( the
"Exchange   Act")   after  the  date  hereof  and  prior  to  the  filing  of  a
post-effective amendment which deregisters all securities then remaining unsold.

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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


                                        4

<PAGE> 5



such indemnification may be made only as authorized in each specific case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

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

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

         The Registrant has also entered into employment agreements with certain
executive  officers,  which  agreements  require that the Registrant  maintain a
directors' and officers'  liability  policy for the benefit of such officers and
that the Registrant  will indemnify such officers and their heirs to the fullest
extent permitted by law.

         In  addition,  pursuant to the Merger  Agreement,  the  Registrant  has
agreed  that,  for a period of six years  following  the  effective  time of the
Merger,  the Registrant will indemnify and hold harmless each present and former
director  and officer of T R Financial  or its direct or indirect  subsidiaries,
and each  officer  or  employee  of T R  Financial  or its  direct  or  indirect
subsidiaries  who is serving  or has served as a director  or trustee of another
entity  expressly  at T R  Financial's  request or  direction,  with  respect to
matters  existing or occurring at or prior to the effective  time of the Merger,
whether  asserted  or  claimed  prior to, at or after the  effective  time.  The
Registrant has also agreed in the Merger Agreement to maintain,  for a period of
six years  following  the  effective  time of the  Merger,  the  directors'  and
officers'   liability  insurance  coverage  maintained  by  T  R  Financial  (or
substantially equivalent coverage under substitute policies) with respect to any
claims  arising out of any  actions or  omissions  occurring  at or prior to the
effective time of the Merger.

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

         TENTH:

                  A. Each person who was or is made a party or is  threatened to
         be made a party to or is  otherwise  involved  in any  action,  suit or
         proceeding,  whether civil,  criminal,  administrative or investigative
         (hereinafter a  "proceeding"),  by reason of the fact that he or she is
         or was a Director or an Officer of the Corporation or is or was serving
         at the request of the Corporation as a Director,  Officer,  employee or
         agent of another corporation or of a partnership,  joint venture, trust
         or other  enterprise,  including  service  with  respect to an employee
         benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
         proceeding  is alleged  action in an  official  capacity as a Director,
         Officer,  employee or agent or in any other capacity while serving as a
         Director,  Officer,  employee or agent,  shall be indemnified  and held
         harmless by the  Corporation  to the fullest  extent  authorized by the
         Delaware  General  Corporation Law, as the same exists or may hereafter
         be amended (but, in the case


                                         5

<PAGE> 6



         of any such amendment,  only to the extent that such amendment  permits
         the Corporation to provide broader indemnification rights than such law
         permitted the Corporation to provide prior to such amendment),  against
         all expense,  liability and loss (including  attorneys' fees, judgment,
         fines,  ERISA excise taxes or penalties and amounts paid in settlement)
         reasonably  incurred  or  suffered  by such  indemnitee  in  connection
         therewith;  provided,  however,  that,  except as provided in Section C
         hereof   with   respect   to   proceedings   to   enforce   rights   to
         indemnification, the Corporation shall indemnify any such indemnitee in
         connection  with a  proceeding  (or  part  thereof)  initiated  by such
         indemnitee  only if such proceeding (or part thereof) was authorized by
         the Board of Directors of the Corporation.

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


                                          6

<PAGE> 7



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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.




                                       7

<PAGE> 8



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

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

         10.1        Form  of  Roslyn  Bancorp,  Inc.  Stock  Option  Assumption
                     Agreement for TR Financial Corp. 1993 Incentive Stock
                     Option Plan.

         10.2        Form  of  Roslyn  Bancorp,  Inc.  Stock  Option  Assumption
                     Agreement for TR Financial Corp. 1993 Stock Option Plan for
                     Outside Directors.

         23.1        Consent of Muldoon, Murphy & Faucette LLP (contained in the
                     opinion included as Exhibit 5).

         23.2        Consent of KPMG LLP.

         24          Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration Statement  on Form  S-1 (SEC No. 333-10471),  as amended,
  filed  with  the SEC  on August 20, 1996 and declared effective on October 10,
  1996.

ITEM 9.   UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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





                                           8

<PAGE> 9



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

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

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

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

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




                                       9

<PAGE> 10



CONFORMED
                                                    SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
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  February  16,
1999.

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


    Name                           Title                           Date
    ----                           -----                           ----


/s/ Joseph L. Mancino        Chairman of the Board, President  February 16, 1999
---------------------------  and Chief Executive Officer       
Joseph L. Mancino            (principal executive officer)


/s/ John R. Bransfield, Jr.  Vice President and Director       February 16, 1999
--------------------------- 
John R. Bransfield, Jr.


/s/ Michael P. Puorro         Treasurer and Chief Financial    February 16, 1999
---------------------------   Officer (principal accounting 
Michael P. Puorro             and financial officer)






                                           10

<PAGE> 11



/s/ Thomas A. Doherty                    Director              February 16, 1999
----------------------------                   
Thomas A. Doherty


/s/ Victor C. McCuaig                    Director              February 16, 1999
----------------------------                   
Victor C. McCuaig


/s/ John P. Nicholson                    Director              February 16, 1999
----------------------------                                  
John P. Nicholson


/s/ James E. Swigget                     Director              February 16, 1999
----------------------------                                  
James E. Swigget


/s/ Robert G. Freese                     Director              February 16, 1999
----------------------------             
Robert G. Freese


/s/ Thomas J. Calabrese, Jr.             Director              February 16, 1999
----------------------------                                  
Thomas J. Calabrese, Jr.


/s/ Dr. Edwin W. Martin, Jr.             Director              February 16, 1999
----------------------------                                  
Dr. Edwin W. Martin, Jr.


/s/ Richard C. Webel                     Director              February 16, 1999
----------------------------                                 
Richard C. Webel



                                         11

<PAGE> 12





                                 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.

        5              Opinion of Muldoon,                 Filed herewith.                                                   
                       Murphy & Faucette LLP

      10.1             Form of Roslyn Bancorp,             Filed herewith.
                       Inc. Stock Option
                       Assumption Agreement
                       for T R Financial Corp.
                       1993 Incentive Stock 
                       Option Plan

      10.2             Form of Roslyn Bancorp,             Filed herewith.
                       Inc. Stock Option
                       Assumption Agreement
                       for T R Financial Corp.
                       1993 Stock Option Plan
                       for Outside Directors

      10.3             T R Financial Corp. 1993            Filed herewith.
                       Incentive Stock Option
                       Plan

      10.4             T R Financial Corp. 1993            Filed herewith.
                       Stock Option Plan for
                       Outside Directors

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

      23.2             Consent of KPMG LLP                 Filed herewith.                                                   

       24              Power of Attorney                   Located on the signature page.                                     10
</TABLE>





                                         12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 39355}]
{"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": "333-72471", "film-number": "99543860"}, "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 February 17, 1999
                                                            -----------
                                       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                                               11-3333218       
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                          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)

                               T R FINANCIAL CORP.
                          1993 INCENTIVE STOCK OPTION PLAN 1
                                       and
                                T R FINANCIAL CORP.
                     1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 1
                               (Full Title of the Plans)
                          ----------------------------------

Joseph L. Mancino                                Copies to:
President and Chief Executive Officer            Lawrence M.F. Spaccasi, Esquire
Roslyn Bancorp, Inc.                             Marc P. Levy, Esquire
1400 Old Northern Boulevard                      Muldoon, Murphy & Faucette LLP
Roslyn, New York 11576                           5101 Wisconsin Avenue, N.W.
(516) 621-6000                                   Washington, D.C.  20016
(Name, address, including zip code, and          (2020  362-0840 
telephone number, including area code,
of agent for service)

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
                               ----
=========================================================================================================================
    Title of each Class of          Amount to be     Proposed Purchase          Estimated Aggregate       Registration
  Securities to be Registered       Registered(2)    Price Per Share              Offering Price               Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock                 2,940,488 
        $.01 Par Value               Shares (3)             $5.243(4)                   $15,416,978            $4,286
-------------------------------------------------------------------------------------------------------------------------
         Common Stock                  643,608              $3.667(6)                   $2,360,110.50          $657
        $.01 Par Value               Shares (5)
=========================================================================================================================

(1)  Roslyn Bancorp,  Inc. (the "Registrant" or "Roslyn") is offering shares of its common stock pursuant to these  plans
     because in the merger of T R Financial  Corp. into Roslyn,  Roslyn  succeeded to T R Financial  Corp.'s  obligations
     under these plans.
(2)  Together with an  indeterminate  number of  additional shares which may be  necessary to adjust the number of shares
     reserved for issuance  pursuant to the T R Financial  Corp.  1993 Incentive Stock Option Plan (the "Incentive Plan")
     and the T R Financial  Corp.  1993 Stock  Option  Plan for Outside Directors (the  "Directors' Option  Plan") as the
     result of a stock split, stock dividend or similar adjustment of the  outstanding  common  stock of Roslyn  pursuant
     to 17 C.F.R. ss.230.416(a).
(3)  This number represents  the total  number  of shares of Roslyn  currently reserved or  available  for  issuance upon
     the  exercise of stock  options pursuant to the Incentive  Plan, as adjusted to reflect the exchange  ratio  of 2.05
     shares of Roslyn common stock  for each  share of T R  Financial common stock. This is pursuant to 17 C.F.R. ss.457.
(4)  Represents the weighted  average price determined by  the average  exercise  price  of  $5.243 per  share  at  which
     options for 13,813,190 shares under the Incentive Plan have been granted to date.

                                                                                    (footnotes continued on next page)
2

(5)  Represents  the  total number of shares  currently  reserved or available for issuance  upon the  exercise of  stock
     options  pursuant  to  the  Directors' Option Plan,  as  adjusted to reflect the  exchange  ratio of  2.05 shares of
     Roslyn common stock for each share of T R Financial  common stock.  This is  pursuant to 17 C.F.R. ss.457.
(6)  Represents  the  weighted  average price  determined by the average  exercise  price of  $3.667  per share  at which
     options for 844,074  shares  under the Director's Option Plan have been granted to date.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 49
Exhibit Index begins on Page 12

                                          2
3

ROSLYN BANCORP, INC.

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

ITEMS 1 & 2. Roslyn Bancorp,  Inc. (the "Issuer" or "Roslyn") is offering shares
of its common  stock  pursuant  to these  plans  because  in the  mergers of T R
Financial  Corp.  into  Roslyn,  Roslyn  succeeded  to  T  R  Financial  Corp.'s
obligations  under the Plans.  The documents  containing the information for the
Roslyn  Bancorp,  Inc. (the "Company" or the  "Registrant")  T R Financial Corp.
1993  Incentive  Stock Option Plan amended and restated  effective as of January
23, 1997 (the  "Incentive  Plan") and T R Financial Corp. 1993 Stock Option Plan
for  Outside  Directors  required  by Part I of the Registration  Statement will
be sent or given to the participants in the Plan as specified by Rule 428(b)(1).
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.

     All information contained  in  this  Prospectus  relating to Roslyn and its
subsidiaries  has  been  supplied  by  Roslyn  and all pro forma information was
prepared  by  Roslyn.  All information contained  in this Prospectus relating to
T R Financial and its subsdiaries has been supplied by T R Financial.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a) The  Annual  Report on Form 10-K  filed by the  Registrant  for the
fiscal year ended December 31, 1997 (File No. 0-28886) with the SEC on March 31,
1998,  which  includes the  consolidated  statements  of financial  condition of
Roslyn  Bancorp,  Inc. and  subsidiary as of December 31, 1997 and 1996, and the
related consolidated  statements of income, changes in stockholders' equity, and
cash flows for each of the years in the three year  period  ended  December  31,
1997,  together  with the related notes and the report of KPMG Peat Marwick LLP,
independent certified public accountants.

         (b) The  Amendment  No. 1 to the Annual  Report on Form 10-K/A filed by
the Registrant  for the fiscal year ended December 31, 1997 (File No.  0-28886),
filed with the SEC on November 16, 1998.

         (c) The Quarterly  Report on Form 10-Q filed by the  Registrant for the
fiscal  quarter ended March 31, 1998 (File No.  0-28886),  filed with the SEC on
May 14, 1998.

         (d) The Quarterly  Report on Form 10-Q filed by the  Registrant for the
fiscal  quarter  ended June 30, 1998 (File No.  0-28886),  filed with the SEC on
August 13, 1998.

         (e) The Quarterly  Report on Form 10-Q filed by the  Registrant for the
fiscal quarter ended September 30, 1998 (File No.  0-28886),  filed with the SEC
on November 16, 1998.

         (f) The Current Report on Form 8-K filed by the Registrant with the SEC
on June 3, 1998 (File No. 0-28886).

         (g) The Current Report on Form 8-K filed by the Registrant with the SEC
on July 22, 1998 (File No. 0-28886).

                                        3
4

         (h) The Current Report on Form 8-K filed by the Registrant with the SEC
on December 31, 1998 (File No. 0-28886).

         (i) The  description  of   Registrant's   Common   Stock  contained  in
Registrant's Form S-4 (File No. 0-28886),  as filed with the SEC on November 16,
1998.

         (j) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended  ( the
"Exchange   Act")   after  the  date  hereof  and  prior  to  the  filing  of  a
post-effective amendment which deregisters all securities then remaining unsold.

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

                                        4
5

such indemnification may be made only as authorized in each specific case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

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

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

         The Registrant has also entered into employment agreements with certain
executive  officers,  which  agreements  require that the Registrant  maintain a
directors' and officers'  liability  policy for the benefit of such officers and
that the Registrant  will indemnify such officers and their heirs to the fullest
extent permitted by law.

         In  addition,  pursuant to the Merger  Agreement,  the  Registrant  has
agreed  that,  for a period of six years  following  the  effective  time of the
Merger,  the Registrant will indemnify and hold harmless each present and former
director  and officer of T R Financial  or its direct or indirect  subsidiaries,
and each  officer  or  employee  of T R  Financial  or its  direct  or  indirect
subsidiaries  who is serving  or has served as a director  or trustee of another
entity  expressly  at T R  Financial's  request or  direction,  with  respect to
matters  existing or occurring at or prior to the effective  time of the Merger,
whether  asserted  or  claimed  prior to, at or after the  effective  time.  The
Registrant has also agreed in the Merger Agreement to maintain,  for a period of
six years  following  the  effective  time of the  Merger,  the  directors'  and
officers'   liability  insurance  coverage  maintained  by  T  R  Financial  (or
substantially equivalent coverage under substitute policies) with respect to any
claims  arising out of any  actions or  omissions  occurring  at or prior to the
effective time of the Merger.

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

         TENTH:

                  A. Each person who was or is made a party or is  threatened to
         be made a party to or is  otherwise  involved  in any  action,  suit or
         proceeding,  whether civil,  criminal,  administrative or investigative
         (hereinafter a  "proceeding"),  by reason of the fact that he or she is
         or was a Director or an Officer of the Corporation or is or was serving
         at the request of the Corporation as a Director,  Officer,  employee or
         agent of another corporation or of a partnership,  joint venture, trust
         or other  enterprise,  including  service  with  respect to an employee
         benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
         proceeding  is alleged  action in an  official  capacity as a Director,
         Officer,  employee or agent or in any other capacity while serving as a
         Director,  Officer,  employee or agent,  shall be indemnified  and held
         harmless by the  Corporation  to the fullest  extent  authorized by the
         Delaware  General  Corporation Law, as the same exists or may hereafter
         be amended (but, in the case

                                         5
6

         of any such amendment,  only to the extent that such amendment  permits
         the Corporation to provide broader indemnification rights than such law
         permitted the Corporation to provide prior to such amendment),  against
         all expense,  liability and loss (including  attorneys' fees, judgment,
         fines,  ERISA excise taxes or penalties and amounts paid in settlement)
         reasonably  incurred  or  suffered  by such  indemnitee  in  connection
         therewith;  provided,  however,  that,  except as provided in Section C
         hereof   with   respect   to   proceedings   to   enforce   rights   to
         indemnification, the Corporation shall indemnify any such indemnitee in
         connection  with a  proceeding  (or  part  thereof)  initiated  by such
         indemnitee  only if such proceeding (or part thereof) was authorized by
         the Board of Directors of the Corporation.

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

                                          6
7

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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       7
8

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

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

         10.1        Form  of  Roslyn  Bancorp,  Inc.  Stock  Option  Assumption
                     Agreement for TR Financial Corp. 1993 Incentive Stock
                     Option Plan.

         10.2        Form  of  Roslyn  Bancorp,  Inc.  Stock  Option  Assumption
                     Agreement for TR Financial Corp. 1993 Stock Option Plan for
                     Outside Directors.

         23.1        Consent of Muldoon, Murphy & Faucette LLP (contained in the
                     opinion included as Exhibit 5).

         23.2        Consent of KPMG LLP.

         24          Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration Statement  on Form  S-1 (SEC No. 333-10471),  as amended,
  filed  with  the SEC  on August 20, 1996 and declared effective on October 10,
  1996.

ITEM 9.   UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

                                           8
9

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

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

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

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

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

                                       9
10

CONFORMED
                                                    SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
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  February  16,
1999.

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

    Name                           Title                           Date
    ----                           -----                           ----

/s/ Joseph L. Mancino        Chairman of the Board, President  February 16, 1999
---------------------------  and Chief Executive Officer       
Joseph L. Mancino            (principal executive officer)

/s/ John R. Bransfield, Jr.  Vice President and Director       February 16, 1999
--------------------------- 
John R. Bransfield, Jr.

/s/ Michael P. Puorro         Treasurer and Chief Financial    February 16, 1999
---------------------------   Officer (principal accounting 
Michael P. Puorro             and financial officer)

                                           10
11

/s/ Thomas A. Doherty                    Director              February 16, 1999
----------------------------                   
Thomas A. Doherty

/s/ Victor C. McCuaig                    Director              February 16, 1999
----------------------------                   
Victor C. McCuaig

/s/ John P. Nicholson                    Director              February 16, 1999
----------------------------                                  
John P. Nicholson

/s/ James E. Swigget                     Director              February 16, 1999
----------------------------                                  
James E. Swigget

/s/ Robert G. Freese                     Director              February 16, 1999
----------------------------             
Robert G. Freese

/s/ Thomas J. Calabrese, Jr.             Director              February 16, 1999
----------------------------                                  
Thomas J. Calabrese, Jr.

/s/ Dr. Edwin W. Martin, Jr.             Director              February 16, 1999
----------------------------                                  
Dr. Edwin W. Martin, Jr.

/s/ Richard C. Webel                     Director              February 16, 1999
----------------------------                                 
Richard C. Webel

                                         11
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                                 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.

        5              Opinion of Muldoon,                 Filed herewith.                                                   
                       Murphy & Faucette LLP

      10.1             Form of Roslyn Bancorp,             Filed herewith.
                       Inc. Stock Option
                       Assumption Agreement
                       for T R Financial Corp.
                       1993 Incentive Stock 
                       Option Plan

      10.2             Form of Roslyn Bancorp,             Filed herewith.
                       Inc. Stock Option
                       Assumption Agreement
                       for T R Financial Corp.
                       1993 Stock Option Plan
                       for Outside Directors

      10.3             T R Financial Corp. 1993            Filed herewith.
                       Incentive Stock Option
                       Plan

      10.4             T R Financial Corp. 1993            Filed herewith.
                       Stock Option Plan for
                       Outside Directors

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

      23.2             Consent of KPMG LLP                 Filed herewith.                                                   

       24              Power of Attorney                   Located on the signature page.                                     10
12