<PAGE> 1

As filed with the Securities and Exchange Commission on March 26, 1999
                                            Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

DELAWARE                                                  06-1498455
(state or other jurisdiction of incorporation  (IRS Employer Identification No.)
or organization)

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

                            BAYONNE BANCSHARES, INC.
                  1995 STOCK OPTION PLAN, AS AMENDED AND RESTATED(1)
                                       and
                            BAYONNE BANCSHARES, INC.
                         1998 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plans)
                         ------------------------------

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

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

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

<TABLE>
<CAPTION>
======================================================================================================
  Title of each Class of      Amount to be   Proposed Purchase  Estimated Aggregate    Registration
Securities to be Registered   Registered(2)   Price Per Share     Offering Price            Fee
------------------------------------------------------------------------------------------------------
   <S>                         <C>               <C>                <C>                    <C> 
    Common Stock                206,491
   $.01 Par Value              Shares (3)        $ 8.49(4)          $1,753,109             $487
------------------------------------------------------------------------------------------------------
    Common Stock                218,660       
   $.01 Par Value              Shares (5)        $15.54(6)          $3,397,976             $945 
======================================================================================================
</TABLE>
(1)Richmond County Financial Corp. (the "Registrant" or "Richmond") is  offering
   shares of its common stock  pursuant to these plans  because in the merger of
   Bayonne  Bancshares,  Inc.  into  Richmond,  Richmond  succeeded  to  Bayonne
   Bancshares Inc.'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  Bayonne Bancshares, Inc. 1995 Stock Option Plan, as amended and restated
   (the "Stock Option Plan")  and the Bayonne Bancshares,  Inc. 1998 Stock-Based
   Incentive  (the  "Incentive  Plan")  as  the  result  of a stock split, stock
   dividend or similar  adjustment of the outstanding  common stock of  Richmond
   pursuant  to  17  C.F.R.  Section 230.416(a).
(3)This  number  represents  the total  number of shares of  Richmond  currently
   reserved  or  available  for  issuance  upon the  exercise  of stock  options
   pursuant to the Stock Option Plan, as adjusted to reflect the exchange  ratio
   of 1.05 shares of Richmond common stock for each share of Bayonne Bancshares,
   Inc. common stock. This is pursuant to 17 C.F.R. Section 457.
(4)Represents  the weighted  average price  determined  by the average  exercise
   price of $8.49 per share at which options for 206,491  shares under the Stock
   Option Plan have been granted to date.
(5)Represents  the total number of shares  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 1.05 shares of Richmond  common
   stock for each  share of  Bayonne  Bancshares,  Inc.  common  stock.  This is
   pursuant to 17 C.F.R. Section 457.
(6)Represents  the weighted  average price  determined  by the average  exercise
   price of  $15.54 per share at which  options  for  218,660  shares  under the
   Incentive 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. Section 230.462.
Number of Pages 30
Exhibit Index begins on Page 11



<PAGE> 2



RICHMOND COUNTY FINANCIAL CORP.

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

ITEMS 1 & 2. Richmond County Financial Corp. (the "Registrant" or "Richmond") is
offering  shares of its common stock  pursuant to the Bayonne  Bancshares,  Inc.
1995 Stock  Option Plan, as amended and restated (the "Stock  Option  Plan") and
the  Bayonne  Bancshares, Inc. 1998  Stock-Based  Incentive Plan (the "Incentive
Plan") (collectively, the "Plans") because in the mergers of Bayonne Bancshares,
Inc. into Richmond, Richmond succeeded to Bayonne Bancshares, Inc.'s obligations
under  the  Plans.  The documents  containing  the  information  for the Bayonne
Bancshares, Inc. 1995 Stock  Option  Plan,  as amended and  restated and Bayonne
Bancshares,  Inc. 1998  Stock-Based  Incentive  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.

      All information  contained in this Prospectus relating to Richmond and its
subsidiaries  has been  supplied by Richmond and all pro forma  information  was
prepared by Richmond.  All information  contained in this Prospectus relating to
Bayonne  Bancshares,  Inc.  and its  subsidiaries  has been  supplied by Bayonne
Bancshares, Inc.

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) Richmond County Financial  Corp.'s (the "Company" or the "Registrant")
Annual  Report on Form 10-K for the  fiscal  year  ended  June 30,  1998,  which
includes the consolidated  statements of financial  condition of the Company and
subsidiaries  as of  June  30,  1998  and  1997,  and the  related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the  three-year  period ended June 30, 1998,  together with
the  related  notes and the  report of Ernst & Young LLP,  independent  auditors
dated August 6, 1998 filed with the SEC on August 27, 1998 (File No. 0-23271).

      (b) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended September 30 and December 31, 1998 (File No. 0-23271),  filed with the SEC
on November 13, 1998, and February 16, 1999, respectively.

      (c) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No. 0-23271), as filed with the SEC, pursuant to Section 12(b) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated  thereunder,  on October 2, 1997 and declared  effective on December
15, 1997.

      (d) All documents  filed by the  Registrant  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.

                                        2

<PAGE> 3



       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 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

                                      3

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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  by  and  between  the
Registrant and Bayonne  Bancshares,  Inc., 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
Bayonne  Bancshares,  Inc.  or its  direct or  indirect  subsidiaries,  and each
officer  or  employee  of Bayonne  Bancshares,  Inc.  or its direct or  indirect
subsidiaries  who is serving  or has served as a director  or trustee of another
entity expressly at Bayonne Bancshares,  Inc. 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 Bayonne Bancshares,  Inc.
(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 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.


                                      4

<PAGE> 5



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

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

             D. The rights to indemnification and to the advancement of expenses
      conferred in this Article  TENTH shall not be exclusive of any other right
      which any person may have or

                                      5

<PAGE> 6



      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.


                                      6

<PAGE> 7



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 Richmond County Financial Corp.1

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

      10.1     Form of Richmond County Financial Corp. Stock  Option  Assumption
               Agreement for Bayonne Bancshares, Inc. 1995 Stock Option Plan, as
               amended and restated

      10.2     Form of Richmond County Financial Corp. Stock  Option  Assumption
               Agreement for Bayonne Bancshares, Inc. 1998 Stock-Based Incentive
               Plan

      10.3     Bayonne Bancshares, Inc. 1995 Stock Option Plan, as  amended  and
               restated 

      10.4     Bayonne Bancshares, Inc. 1998 Stock-Based Incentive Plan

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

      23.2     Consent of Ernst & Young LLP

      24       Power of Attorney is located on the signature pages.

--------------------------
  1  Incorporated  herein  by  reference  from  Exhibit  4.0  contained  in  the
     Registration  Statement  on Form S-1 (SEC No.  333-37009),  as amended  and
     declared effective by the SEC on December 15, 1997.

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

                                      7

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                        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;

            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.



                                      8

<PAGE> 9



CONFORMED
                                   SIGNATURES

      THE REGISTRANT.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
Richmond  County  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 Staten Island, State of
New York, on March 23, 1999.

                                    Richmond County Financial Corp.

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

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

      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/ Michael F. Manzulli       Chairman of the Board and         March 23, 1999
---------------------------   Chief Executive Officer
Michael F. Manzulli           (principal executive officer)
                              

/s/ Anthony E. Burke          President and                     March 23, 1999
---------------------------   Chief Operating Officer
Anthony E. Burke              


                                      9

<PAGE> 10




/s/ Thomas R. Cangemi                                           March 23, 1999
--------------------------      Senior Vice President,
                                Chief Financial Officer and
                                Secretary
                                (principal accounting officer)

/s/ Godfrey H. Carstens, Jr.    Director                        March 23, 1999
----------------------------
Godfrey H. Carstens, Jr.


/s/ Robert S. Farrell           Director                        March 23, 1999
---------------------------
Robert S. Farrell


/s/ William C. Frederick, M.D.  Director                        March 23, 1999
------------------------------
William C. Frederick, M.D.


/s/ James L. Kelley             Director                        March 23, 1999
----------------------------
James L. Kelley


/s/ T. Ronald Quinlan, Jr.      Director                        March 23, 1999
----------------------------
T. Ronald Quinlan, Jr.


/s/ Maurice K. Shaw             Director                        March 23, 1999
----------------------------
Maurice K .Shaw


/s/ Patrick F.X. Nilan          Director                        March 23, 1999
----------------------------
Patrick F.X. Nilan

                                      10

<PAGE> 11

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


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

  <S>           <C>                                                    <C>                                            <C>
    4           Stock Certificate of Richmond County                   Incorporated herein by                        --
                Financial Corp.                                        reference from the Exhibits of
                                                                       the Registrant's  Registration
                                                                       Statement on Form  S-1  declared
                                                                       effective on December 15, 1997.

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

  10.1          Form of Richmond County Financial Corp.                Filed herewith.
                Stock Option Assumption Agreement for
                Bayonne Bancshares, Inc. 1995 Stock Option
                Plan, as amended and restated

  10.2          Form of Richmond County Financial Corp.                Filed herewith.
                Stock Option Assumption Agreement for
                Bayonne Bancshares, Inc. 1998 Stock-Based
                Incentive Plan

  10.3          Bayonne Bancshares, Inc. 1995 Stock Option             Filed herewith.
                Plan, as amended and restated

  10.4          Bayonne Bancshares, Inc. 1998 Stock Option             Filed herewith.
                Incentive Plan

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

  23.2          Consent of Ernst & Young LLP                           Filed herewith.

   24           Power of Attorney                                      Located on the signature page.

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37144}]
{"company-data": {"conformed-name": "RICHMOND COUNTY FINANCIAL CORP", "cik": "0001046685", "assigned-sic": "6036", "irs-number": "061498455", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75077", "film-number": "99573618"}, "business-address": {"street1": "1214 CASTLETON AVENUE", "city": "STATEN ISLAND", "state": "NY", "zip": "10310", "phone": "7184482800"}, "mail-address": {"street1": "1214 CASTLETON AVENUE", "street2": "1214 CASTLETON AVENUE", "city": "STATEN ISLAND", "state": "NY", "zip": "10310"}}
1

As filed with the Securities and Exchange Commission on March 26, 1999
                                            Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

DELAWARE                                                  06-1498455
(state or other jurisdiction of incorporation  (IRS Employer Identification No.)
or organization)

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

                            BAYONNE BANCSHARES, INC.
                  1995 STOCK OPTION PLAN, AS AMENDED AND RESTATED(1)
                                       and
                            BAYONNE BANCSHARES, INC.
                         1998 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plans)
                         ------------------------------

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

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

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
======================================================================================================
  Title of each Class of      Amount to be   Proposed Purchase  Estimated Aggregate    Registration
Securities to be Registered   Registered(2)   Price Per Share     Offering Price            Fee
------------------------------------------------------------------------------------------------------
Common Stock                206,491
   $.01 Par Value              Shares (3)        $ 8.49(4)          $1,753,109             $487
------------------------------------------------------------------------------------------------------
    Common Stock                218,660       
   $.01 Par Value              Shares (5)        $15.54(6)          $3,397,976             $945 
======================================================================================================
(1)Richmond County Financial Corp. (the "Registrant" or "Richmond") is  offering
   shares of its common stock  pursuant to these plans  because in the merger of
   Bayonne  Bancshares,  Inc.  into  Richmond,  Richmond  succeeded  to  Bayonne
   Bancshares Inc.'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  Bayonne Bancshares, Inc. 1995 Stock Option Plan, as amended and restated
   (the "Stock Option Plan")  and the Bayonne Bancshares,  Inc. 1998 Stock-Based
   Incentive  (the  "Incentive  Plan")  as  the  result  of a stock split, stock
   dividend or similar  adjustment of the outstanding  common stock of  Richmond
   pursuant  to  17  C.F.R.  Section 230.416(a).
(3)This  number  represents  the total  number of shares of  Richmond  currently
   reserved  or  available  for  issuance  upon the  exercise  of stock  options
   pursuant to the Stock Option Plan, as adjusted to reflect the exchange  ratio
   of 1.05 shares of Richmond common stock for each share of Bayonne Bancshares,
   Inc. common stock. This is pursuant to 17 C.F.R. Section 457.
(4)Represents  the weighted  average price  determined  by the average  exercise
   price of $8.49 per share at which options for 206,491  shares under the Stock
   Option Plan have been granted to date.
(5)Represents  the total number of shares  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 1.05 shares of Richmond  common
   stock for each  share of  Bayonne  Bancshares,  Inc.  common  stock.  This is
   pursuant to 17 C.F.R. Section 457.
(6)Represents  the weighted  average price  determined  by the average  exercise
   price of  $15.54 per share at which  options  for  218,660  shares  under the
   Incentive 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. Section 230.462.
Number of Pages 30
Exhibit Index begins on Page 11
2

RICHMOND COUNTY FINANCIAL CORP.

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

ITEMS 1 & 2. Richmond County Financial Corp. (the "Registrant" or "Richmond") is
offering  shares of its common stock  pursuant to the Bayonne  Bancshares,  Inc.
1995 Stock  Option Plan, as amended and restated (the "Stock  Option  Plan") and
the  Bayonne  Bancshares, Inc. 1998  Stock-Based  Incentive Plan (the "Incentive
Plan") (collectively, the "Plans") because in the mergers of Bayonne Bancshares,
Inc. into Richmond, Richmond succeeded to Bayonne Bancshares, Inc.'s obligations
under  the  Plans.  The documents  containing  the  information  for the Bayonne
Bancshares, Inc. 1995 Stock  Option  Plan,  as amended and  restated and Bayonne
Bancshares,  Inc. 1998  Stock-Based  Incentive  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.

      All information  contained in this Prospectus relating to Richmond and its
subsidiaries  has been  supplied by Richmond and all pro forma  information  was
prepared by Richmond.  All information  contained in this Prospectus relating to
Bayonne  Bancshares,  Inc.  and its  subsidiaries  has been  supplied by Bayonne
Bancshares, Inc.

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) Richmond County Financial  Corp.'s (the "Company" or the "Registrant")
Annual  Report on Form 10-K for the  fiscal  year  ended  June 30,  1998,  which
includes the consolidated  statements of financial  condition of the Company and
subsidiaries  as of  June  30,  1998  and  1997,  and the  related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the  three-year  period ended June 30, 1998,  together with
the  related  notes and the  report of Ernst & Young LLP,  independent  auditors
dated August 6, 1998 filed with the SEC on August 27, 1998 (File No. 0-23271).

      (b) The Form 10-Q reports filed by the Registrant for the fiscal  quarters
ended September 30 and December 31, 1998 (File No. 0-23271),  filed with the SEC
on November 13, 1998, and February 16, 1999, respectively.

      (c) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No. 0-23271), as filed with the SEC, pursuant to Section 12(b) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated  thereunder,  on October 2, 1997 and declared  effective on December
15, 1997.

      (d) All documents  filed by the  Registrant  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.

                                        2
3

       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 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

                                      3
4

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  by  and  between  the
Registrant and Bayonne  Bancshares,  Inc., 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
Bayonne  Bancshares,  Inc.  or its  direct or  indirect  subsidiaries,  and each
officer  or  employee  of Bayonne  Bancshares,  Inc.  or its direct or  indirect
subsidiaries  who is serving  or has served as a director  or trustee of another
entity expressly at Bayonne Bancshares,  Inc. 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 Bayonne Bancshares,  Inc.
(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 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.

                                      4
5

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

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

             D. The rights to indemnification and to the advancement of expenses
      conferred in this Article  TENTH shall not be exclusive of any other right
      which any person may have or

                                      5
6

      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.

                                      6
7

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 Richmond County Financial Corp.1

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

      10.1     Form of Richmond County Financial Corp. Stock  Option  Assumption
               Agreement for Bayonne Bancshares, Inc. 1995 Stock Option Plan, as
               amended and restated

      10.2     Form of Richmond County Financial Corp. Stock  Option  Assumption
               Agreement for Bayonne Bancshares, Inc. 1998 Stock-Based Incentive
               Plan

      10.3     Bayonne Bancshares, Inc. 1995 Stock Option Plan, as  amended  and
               restated 

      10.4     Bayonne Bancshares, Inc. 1998 Stock-Based Incentive Plan

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

      23.2     Consent of Ernst & Young LLP

      24       Power of Attorney is located on the signature pages.

--------------------------
  1  Incorporated  herein  by  reference  from  Exhibit  4.0  contained  in  the
     Registration  Statement  on Form S-1 (SEC No.  333-37009),  as amended  and
     declared effective by the SEC on December 15, 1997.

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

                                      7
8

                        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;

            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.

                                      8
9

CONFORMED
                                   SIGNATURES

      THE REGISTRANT.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
Richmond  County  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 Staten Island, State of
New York, on March 23, 1999.

                                    Richmond County Financial Corp.

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

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

      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/ Michael F. Manzulli       Chairman of the Board and         March 23, 1999
---------------------------   Chief Executive Officer
Michael F. Manzulli           (principal executive officer)
                              

/s/ Anthony E. Burke          President and                     March 23, 1999
---------------------------   Chief Operating Officer
Anthony E. Burke              

                                      9
10

/s/ Thomas R. Cangemi                                           March 23, 1999
--------------------------      Senior Vice President,
                                Chief Financial Officer and
                                Secretary
                                (principal accounting officer)

/s/ Godfrey H. Carstens, Jr.    Director                        March 23, 1999
----------------------------
Godfrey H. Carstens, Jr.

/s/ Robert S. Farrell           Director                        March 23, 1999
---------------------------
Robert S. Farrell

/s/ William C. Frederick, M.D.  Director                        March 23, 1999
------------------------------
William C. Frederick, M.D.

/s/ James L. Kelley             Director                        March 23, 1999
----------------------------
James L. Kelley

/s/ T. Ronald Quinlan, Jr.      Director                        March 23, 1999
----------------------------
T. Ronald Quinlan, Jr.

/s/ Maurice K. Shaw             Director                        March 23, 1999
----------------------------
Maurice K .Shaw

/s/ Patrick F.X. Nilan          Director                        March 23, 1999
----------------------------
Patrick F.X. Nilan

                                      10
11
EXHIBIT INDEX

                                                                                                               Sequentially
                                                                                                                 Numbered
                                                                                                                   Page
Exhibit No.     Description                                            Method of Filing                          Location
------------    --------------------------------------------------     -----------------------------------   ----------------
4           Stock Certificate of Richmond County                   Incorporated herein by                        --
                Financial Corp.                                        reference from the Exhibits of
                                                                       the Registrant's  Registration
                                                                       Statement on Form  S-1  declared
                                                                       effective on December 15, 1997.

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

  10.1          Form of Richmond County Financial Corp.                Filed herewith.
                Stock Option Assumption Agreement for
                Bayonne Bancshares, Inc. 1995 Stock Option
                Plan, as amended and restated

  10.2          Form of Richmond County Financial Corp.                Filed herewith.
                Stock Option Assumption Agreement for
                Bayonne Bancshares, Inc. 1998 Stock-Based
                Incentive Plan

  10.3          Bayonne Bancshares, Inc. 1995 Stock Option             Filed herewith.
                Plan, as amended and restated

  10.4          Bayonne Bancshares, Inc. 1998 Stock Option             Filed herewith.
                Incentive Plan

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

  23.2          Consent of Ernst & Young LLP                           Filed herewith.

   24           Power of Attorney                                      Located on the signature page.