<PAGE> 1

      As filed with the Securities and Exchange Commission on March 5, 2002
                                                   Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           LONG ISLAND FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

        DELAWARE                                          11-3453684
(state or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                               ONE SUFFOLK SQUARE
                            ISLANDIA, NEW YORK 11749
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           LONG ISLAND COMMERCIAL BANK
                                   401(K) PLAN
                            (Full Title of the Plan)
                                                  COPIES TO:
DOUGLAS C. MANDITCH                               GEORGE W. MURPHY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER             SUZANNE A. WALKER
LONG ISLAND COMMERCIAL BANK                       MULDOON MURPHY & Faucette LLP
One Suffolk Square                                5101 Wisconsin Avenue, N.W.
Islandia, New York 11749                          Washington, D.C.  20016
(631) 348-0888                                    (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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


==============================================================================================================
    Title of each Class of        Amount to be      Proposed Purchase    Estimated Aggregate    Registration
  Securities to be Registered     Registered (1)     Price Per Share      Offering Price(2)          Fee
--------------------------------------------------------------------------------------------------------------
        <S>                          <C>                <C>                    <C>                 <C>
         Common Stock                47,257             $16.78(3)
        $.01 par Value               Shares                                    $792,980            $73.00
--------------------------------------------------------------------------------------------------------------

         Participation
           Interests                   (4)                                                           (5)
==============================================================================================================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of
     shares reserved for issuance pursuant to the Long Island Commercial Bank 401(k) Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of Long Island
     Financial Corp. pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The last sale price of the common stock of Long Island Financial Corp. (the "Common Stock") as reported on
     March 1, 2002 in accordance with 17 C.F.R. ss.230.457(c).
(4)  In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit plan described herein based upon
     the maximum amount that could be issued under the plan pursuant to 17 C.F.R. ss.230.457(h).
(5)  In accordance with 17 C.F.R. ss.230.457(h), where securities are to be offered pursuant to an employer benefit
     plan, the aggregate offering price and the amount of the registration fee shall be computed with respect to
     the maximum number of shares of Common Stock that may be purchased with the current assets of such Plan.
     Accordingly, no separate fee is required for the participation interests.

</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 __
Exhibit Index begins on Page _




<PAGE> 2



LONG ISLAND FINANCIAL CORP.

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

ITEMS 1 & 2. The  documents  containing  the  information  for the  Long  Island
Commercial Bank 401(k) Plan (the "Plan")  required by Part I of the Registration
Statement will be sent or given to the  participants in the Plan as specified by
Rule  428(b)(1).  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 Annual Report on Form 10-K of Long Island Financial Corp. (the
          "Company" or the  "Registrant") for the fiscal year ended December 31,
          2000,  which includes the balance sheets of the Company as of December
          31, 2000 and 1999, and the related statements of earnings,  changes in
          stockholders'  equity  and cash  flows  for  each of the  years in the
          three-year  period ended December 31, 2000,  together with the related
          notes and the report of KPMG LLP, independent auditors,  dated January
          18, 2001, filed with the SEC on April 2, 2000 (File No. 000-29826).

          (b) The Form 10-Q of the Company for the quarter ended March 31, 2001,
          filed with the SEC on May 15, 2001. (File No. 000-29826).

          (c) The Form 10-Q of the Company for the quarter  ended June 30, 2001,
          filed with the SEC on August 13, 2001 (File No. 000-29826).

          (d) The Form 10-Q of the Company for the quarter  ended  September 30,
          2001, filed with the SEC on November 14, 2001 (File No. 000-29826).

          (e)  All  documents  filed  by the  Registrant  and  the  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.






<PAGE> 3



ITEM 4. DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

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  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an




<PAGE> 4



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.




<PAGE> 5



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: LIMITATIONS OF DIRECTOR'S LIABILITY
--------

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.




<PAGE> 6


ITEM 8.  EXHIBITS.

     The following  exhibits are filed with or  incorporated  by reference  into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

       (a)   List of Exhibits (filed herewith unless otherwise noted)

       10.0  Long Island Commercial Bank 401(k) Plan
       23.1  Consent of KPMG LLP
       24    Powers of Attorney (contained on the signature pages).

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

ITEM 9.  UNDERTAKINGS

       The undersigned Registrant hereby undertakes:

       (1)    To file,  during  any  period  in  which offers or sales are being
              made, a post-effective  amendment  to this registration  statement
              unless  the  information or prospectus 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:

              (i)    To include any  prospectus  required by Section 10(a)(3) of
                     the Securities Act of 1933;

              (ii)   To  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  set  forth in the registration
                     statement; and

              (iii)  To  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.

       (2)    That,  for the  purpose of  determining  any  liability  under the
              Securities  Act of 1933,  each such post-effective amendment 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; and

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




<PAGE> 7



       (4)    That,  for  purposes  of  determining  any   liability  under  the
              Securities Act,  each  filing  of  the  Registrant'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  such  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   b y  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 such  Act will be governed by the final adjudication of
such issue.





<PAGE> 8



                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Long Island Financial Corp. 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 Islandia, State of New York, on
February 27, 2002.

                                      LONG ISLAND FINANCIAL CORP.


                                      By: /s/ Douglas C. Manditch
                                          --------------------------------------
                                          Douglas C. Manditch
                                          President and Chief Executive Officer

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below (other than Mr. Manditch) constitutes and appoints Douglas C. Manditch and
Mr. Manditch hereby  constitutes and appoints Thomas Buonaiuto,  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.

     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.


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


/s/ Douglas C. Manditch        President and Chief             February 27, 2002
--------------------------     Executive Officer
Douglas C. Manditch            (principal executive officer)




<PAGE> 9



/s/ Thomas Buonaiuto           Vice President, Treasurer       February 27, 2002
--------------------------     (principal accounting and
Thomas Buonaiuto               financial officer)


/s/ Perry B. Duryea, Jr.       Chairman of the Board           February 27, 2002
--------------------------
Perry B. Duryea, Jr.




/s/ Roy M. Kern, Sr.           Vice Chairman of the Board      February 27, 2002
--------------------------
Roy M. Kern, Sr.



/s/ Harvey Auerbach            Director                        February 27, 2002
--------------------------
Harvey Auerbach



/s/ Frank J. Esposito          Director                        February 27, 2002
--------------------------
Frank J. Esposito


/s/ John L. Ciarelli, Esq.     Director                        February 27, 2002
--------------------------
John L. Ciarelli, Esq.



/s/ Donald Del Duca            Director                        February 27, 2002
--------------------------
Donald Del Duca



/s/ Waldemar Fernandez         Director                        February 27, 2002
--------------------------
Waldemar Fernandez







<PAGE> 10



/s/ Gordon A. Lenz             Director                        February 27, 2002
--------------------------
Gordon A. Lenz


/s/ Werner S. Neuburger        Director                        February 27, 2002
--------------------------
Werner S. Neuburger



/s/ Thomas F. Roberts, III     Director                        February 27, 2002
--------------------------
Thomas F. Roberts, III



/s/ Alfred Romito              Director                        February 27, 2002
--------------------------
Alfred Romito



/s/ Sally Ann Slacke           Director                        February 27, 2002
--------------------------
Sally Ann Slacke



/s/ John C. Tsunis, Esq.      Director                         February 27, 2002
--------------------------
John C. Tsunis, Esq.





<PAGE> 11



The Plan.

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Long Island Commercial Bank 401(k) Plan)
have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Islandia, New York on February
28, 2002.

                                   LONG ISLAND COMMERCIAL BANK 401(K) PLAN

                                      By: /s/ Thomas Buonaiuto
                                          ------------------------------
                                          Plan Administrator




<PAGE> 12


<TABLE>
<CAPTION>

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


                                                                                                      Sequentially
                                                                                                        Numbered
                                                                                                          Page
   Exhibit No.           Description                       Method of Filing                             Location
-----------------        --------------------------        ----------------------------------        ---------------
       <S>               <C>                               <C>                                       <C>
       10                Long Island                       Filed herewith.
                         Commercial Bank
                         401(k) Plan

       23                Consent of KPMG                   Filed herewith.
                         LLP

       24                Power of Attorney                 Located on the signature page.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "longislands8.txt", "secsgml_size_bytes": 27420}]
{"company-data": {"conformed-name": "LONG ISLAND FINANCIAL CORP", "cik": "0001070517", "assigned-sic": "6022", "irs-number": "113453684", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83758", "film-number": "02567295"}, "business-address": {"street1": "ONE SUFFOLK SQUARE", "city": "ISLANDIA", "state": "NY", "zip": "11722", "phone": "5163480888"}, "mail-address": {"street1": "ONE SUFFOLK SQUARE", "city": "ISLANDIA", "state": "NY", "zip": "11722"}}
1

      As filed with the Securities and Exchange Commission on March 5, 2002
                                                   Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           LONG ISLAND FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

        DELAWARE                                          11-3453684
(state or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                               ONE SUFFOLK SQUARE
                            ISLANDIA, NEW YORK 11749
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           LONG ISLAND COMMERCIAL BANK
                                   401(K) PLAN
                            (Full Title of the Plan)
                                                  COPIES TO:
DOUGLAS C. MANDITCH                               GEORGE W. MURPHY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER             SUZANNE A. WALKER
LONG ISLAND COMMERCIAL BANK                       MULDOON MURPHY & Faucette LLP
One Suffolk Square                                5101 Wisconsin Avenue, N.W.
Islandia, New York 11749                          Washington, D.C.  20016
(631) 348-0888                                    (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 If any of the securities being registered on this Form are to be offered on a
 delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                    1933, check the following box. / X /
                                                   ---
==============================================================================================================
    Title of each Class of        Amount to be      Proposed Purchase    Estimated Aggregate    Registration
  Securities to be Registered     Registered (1)     Price Per Share      Offering Price(2)          Fee
--------------------------------------------------------------------------------------------------------------
Common Stock                47,257             $16.78(3)
        $.01 par Value               Shares                                    $792,980            $73.00
--------------------------------------------------------------------------------------------------------------

         Participation
           Interests                   (4)                                                           (5)
==============================================================================================================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of
     shares reserved for issuance pursuant to the Long Island Commercial Bank 401(k) Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of Long Island
     Financial Corp. pursuant to 17 C.F.R. ss.230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The last sale price of the common stock of Long Island Financial Corp. (the "Common Stock") as reported on
     March 1, 2002 in accordance with 17 C.F.R. ss.230.457(c).
(4)  In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit plan described herein based upon
     the maximum amount that could be issued under the plan pursuant to 17 C.F.R. ss.230.457(h).
(5)  In accordance with 17 C.F.R. ss.230.457(h), where securities are to be offered pursuant to an employer benefit
     plan, the aggregate offering price and the amount of the registration fee shall be computed with respect to
     the maximum number of shares of Common Stock that may be purchased with the current assets of such Plan.
     Accordingly, no separate fee is required for the participation interests.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages __
Exhibit Index begins on Page _
2

LONG ISLAND FINANCIAL CORP.

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

ITEMS 1 & 2. The  documents  containing  the  information  for the  Long  Island
Commercial Bank 401(k) Plan (the "Plan")  required by Part I of the Registration
Statement will be sent or given to the  participants in the Plan as specified by
Rule  428(b)(1).  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 Annual Report on Form 10-K of Long Island Financial Corp. (the
          "Company" or the  "Registrant") for the fiscal year ended December 31,
          2000,  which includes the balance sheets of the Company as of December
          31, 2000 and 1999, and the related statements of earnings,  changes in
          stockholders'  equity  and cash  flows  for  each of the  years in the
          three-year  period ended December 31, 2000,  together with the related
          notes and the report of KPMG LLP, independent auditors,  dated January
          18, 2001, filed with the SEC on April 2, 2000 (File No. 000-29826).

          (b) The Form 10-Q of the Company for the quarter ended March 31, 2001,
          filed with the SEC on May 15, 2001. (File No. 000-29826).

          (c) The Form 10-Q of the Company for the quarter  ended June 30, 2001,
          filed with the SEC on August 13, 2001 (File No. 000-29826).

          (d) The Form 10-Q of the Company for the quarter  ended  September 30,
          2001, filed with the SEC on November 14, 2001 (File No. 000-29826).

          (e)  All  documents  filed  by the  Registrant  and  the  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.
3

ITEM 4. DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

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  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an
4

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.
5

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: LIMITATIONS OF DIRECTOR'S LIABILITY
--------

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.
6

ITEM 8.  EXHIBITS.

     The following  exhibits are filed with or  incorporated  by reference  into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

       (a)   List of Exhibits (filed herewith unless otherwise noted)

       10.0  Long Island Commercial Bank 401(k) Plan
       23.1  Consent of KPMG LLP
       24    Powers of Attorney (contained on the signature pages).

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

ITEM 9.  UNDERTAKINGS

       The undersigned Registrant hereby undertakes:

       (1)    To file,  during  any  period  in  which offers or sales are being
              made, a post-effective  amendment  to this registration  statement
              unless  the  information or prospectus 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:

              (i)    To include any  prospectus  required by Section 10(a)(3) of
                     the Securities Act of 1933;

              (ii)   To  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  set  forth in the registration
                     statement; and

              (iii)  To  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.

       (2)    That,  for the  purpose of  determining  any  liability  under the
              Securities  Act of 1933,  each such post-effective amendment 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; and

       (3)    To remove from registration by means of a post-effective amendment
              any of the securities  being registered which remain unsold at the
              termination of the offering.
7

       (4)    That,  for  purposes  of  determining  any   liability  under  the
              Securities Act,  each  filing  of  the  Registrant'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  such  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   b y  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 such  Act will be governed by the final adjudication of
such issue.
8

                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Long Island Financial Corp. 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 Islandia, State of New York, on
February 27, 2002.

                                      LONG ISLAND FINANCIAL CORP.

                                      By: /s/ Douglas C. Manditch
                                          --------------------------------------
                                          Douglas C. Manditch
                                          President and Chief Executive Officer

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below (other than Mr. Manditch) constitutes and appoints Douglas C. Manditch and
Mr. Manditch hereby  constitutes and appoints Thomas Buonaiuto,  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.

     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.

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

/s/ Douglas C. Manditch        President and Chief             February 27, 2002
--------------------------     Executive Officer
Douglas C. Manditch            (principal executive officer)
9

/s/ Thomas Buonaiuto           Vice President, Treasurer       February 27, 2002
--------------------------     (principal accounting and
Thomas Buonaiuto               financial officer)

/s/ Perry B. Duryea, Jr.       Chairman of the Board           February 27, 2002
--------------------------
Perry B. Duryea, Jr.

/s/ Roy M. Kern, Sr.           Vice Chairman of the Board      February 27, 2002
--------------------------
Roy M. Kern, Sr.

/s/ Harvey Auerbach            Director                        February 27, 2002
--------------------------
Harvey Auerbach

/s/ Frank J. Esposito          Director                        February 27, 2002
--------------------------
Frank J. Esposito

/s/ John L. Ciarelli, Esq.     Director                        February 27, 2002
--------------------------
John L. Ciarelli, Esq.

/s/ Donald Del Duca            Director                        February 27, 2002
--------------------------
Donald Del Duca

/s/ Waldemar Fernandez         Director                        February 27, 2002
--------------------------
Waldemar Fernandez
10

/s/ Gordon A. Lenz             Director                        February 27, 2002
--------------------------
Gordon A. Lenz

/s/ Werner S. Neuburger        Director                        February 27, 2002
--------------------------
Werner S. Neuburger

/s/ Thomas F. Roberts, III     Director                        February 27, 2002
--------------------------
Thomas F. Roberts, III

/s/ Alfred Romito              Director                        February 27, 2002
--------------------------
Alfred Romito

/s/ Sally Ann Slacke           Director                        February 27, 2002
--------------------------
Sally Ann Slacke

/s/ John C. Tsunis, Esq.      Director                         February 27, 2002
--------------------------
John C. Tsunis, Esq.
11

The Plan.

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Long Island Commercial Bank 401(k) Plan)
have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Islandia, New York on February
28, 2002.

                                   LONG ISLAND COMMERCIAL BANK 401(K) PLAN

                                      By: /s/ Thomas Buonaiuto
                                          ------------------------------
                                          Plan Administrator
12
EXHIBIT INDEX
                                                  -------------

                                                                                                      Sequentially
                                                                                                        Numbered
                                                                                                          Page
   Exhibit No.           Description                       Method of Filing                             Location
-----------------        --------------------------        ----------------------------------        ---------------
10                Long Island                       Filed herewith.
                         Commercial Bank
                         401(k) Plan

       23                Consent of KPMG                   Filed herewith.
                         LLP

       24                Power of Attorney                 Located on the signature page.