DIME COMMUNITY BANCSHARES INC
S-8 POS, 1999-07-06
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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As filed with the Securities and Exchange Commission on July 1, 1999

                                                    REGISTRATION NO. 33-92444-99
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8
                      POST EFFECTIVE AMENDMENT NO. 1 TO THE
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                         DIME COMMUNITY BANCSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE
(STATE OR OTHER JURISDICTION OF                                 11 - 3297463
       INCORPORATION OR                                       (I.R.S. EMPLOYER
         ORGANIZATION)                                       IDENTIFICATION NO.)

                              209 Havemeyer Street
                            Brooklyn, New York 11211
                                 (718) 782-6200
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

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


                 FINANCIAL FEDERAL SAVINGS AND LOAN ASSOCIATION
                             INCENTIVE SAVINGS PLAN
                             IN RSI RETIREMENT TRUST


                            (FULL TITLE OF THE PLAN)
                                 ---------------

                            Mr. Vincent F. Palagiano
                Chairman of the Board and Chief Executive Officer
                         Dime Community Bancshares, Inc.
                              209 Havemeyer Street
                            Brooklyn, New York 11211
                                 (718) 782-6200

                                    Copy to:

                              W Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 38th Floor
                            New York, New York 10048
                                 (212) 912-7400
            (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER
                      AND AREA CODE, OF AGENT FOR SERVICE)

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

<TABLE>
<CAPTION>
                                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                               Proposed Maximum Offering      Proposed Maximum         Amount of
Title of Securities to be Registered   Amount to be Registered      Price Per Share       Aggregate Offering Price  Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                           <C>                       <C>                     <C>
    Common Stock, $0.01 par value         52,000 shares (1)             $10.81                    $562,120                (2)
====================================================================================================================================
</TABLE>

(1)      This Registration Statement covers the number of shares of the
         Registrant's common stock that was issued under the Financial Federal
         Savings and Loan Association Incentive Savings Plan in RSI Retirement
         Trust described herein and deregisters 31,637 shares not required
         therefor as a result of a merger of Financial Bancorp, Inc. into Dime
         Community Bancshares, Inc. after the close of business on January 21,
         1999.

(2)      Registration fee of $194 paid with Form S-8 filed on May 17, 1995.



================================================================================



<PAGE>


         Pursuant to the undertaking set forth in Item 9 of Part II of the
Registration Statement on Form S-8 filed on May 17, 1995, the Registrant hereby
deregisters 31,637 shares of the Registrant's Common Stock because the offering
under which these shares were registered has been terminated as a consequence of
the merger of the Registrant with and into Dime Community Bancshares, Inc.
effective after the close of business on January 21, 1999.

         Pursuant to the requirements of the Securities and Exchange Act of
1934, Dime Community Bancshares, Inc. has caused this post-effective amendment
to be signed on its behalf by the undersigned duly authorized person.



                                 By:   /s/ Vincent F. Palagiano
                                       -----------------------------------------
                                       Vincent F. Palagiano
                                       Chairman of the Board, and Chief
                                        Executive Officer
                                       Dime Community Bancshares, Inc.
                                       (as successor to Financial Bancorp, Inc.)



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