ROSLYN BANCORP INC
8-A12G, 1996-09-06
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE> 1

          
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549
 

 
 
                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934





                              ROSLYN BANCORP, INC.
                              --------------------
              (Exact name of registrant as specified in its charter)



DELAWARE                                           11-3333218
- - --------                                           ----------------------------
(state of incorporation or organization)           (IRS Employer Identification
                                                   No.)




1400 Old Northern Boulevard                        11576
- - ----------------------------------------           -----
(Address of principal executive offices)           (Zip Code)





Securities to be registered pursuant to Section 12(g) of the Act:

                   COMMON STOCK,  PAR VALUE  $.01 PER SHARE
                   ----------------------------------------
                                (Title of class)



<PAGE> 2



Item 1.    Description of Registrant's Securities to be Registered.

      Incorporated by reference to the portion of the Prospectus under the
heading "Description of Capital Stock of the Company," filed on August 20, 1996
as part of the Registrant's Registration Statement on Form S-1, No. 333-10471.
(See Exhibit 3 of Item 2).

Item 2. Exhibits.

      1.    Copy of security to be registered hereunder is incorporated by
            reference to Exhibit 4.0 to Registrant's Registration Statement
            on Form S-1, No. 333-10471, filed on August 20, 1996.

      2.    Copies of all constituent instruments defining the rights of all the
            holders of each class of such securities, including any contracts or
            other documents which limit or qualify the rights of such holders.

            (a)   Certificate of Incorporation

                  Incorporated by reference to Exhibit 3.1 to Registrant's
                  Registration Statement on Form S-1, No. 333-10471, filed on
                  August 20, 1996.

            (b)   Bylaws

                  Incorporated by reference to Exhibit 3.2 to Registrant's
                  Registration Statement on Form S-1, No. 333-10471, filed on
                  August 20, 1996.

            (c)   Plan of Conversion

                  Incorporated by reference to Exhibit 2.1 to Registrant's
                  Registration Statement on Form S-1, No. 333-10471, filed on
                  August 20, 1996.

      3.    Copy of the portion of the Prospectus entitled "Description of
            Capital Stock of the Company," filed on August 20, 1996 as part of
            the Registrant's Registration Statement on Form S-1, No. 333-10471.



<PAGE> 3



CONFORMED

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.

     
                                     ROSLYN BANCORP, INC.
                                     --------------------
                                         (Registrant)

             
                                     Date:  September 6, 1996

     
                                     By:    /s/ Joseph L. Mancino
                                            ------------------------------------
                                            Joseph L. Mancino
                                            Chairman of the Board, President and
                                            Chief Executive Officer




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