ROSLYN BANCORP INC
DEFA14A, 1998-12-02
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                              ROSLYN & ROOSEVELT
                        A POWERFUL NEW COMMUNITY BANK...
                          NOW AND FOR A NEW MILLENNIUM


                   [ROSLYN BANCORP, INC. LOGO APPEARS HERE]

The merger of Roslyn Bancorp and T R Financial, the holding company for
Roosevelt Savings, will create a powerful new regional banking franchise. And
unlike some mega-mergers, we will not compromise the customer service excellence
that has distinguished both institutions since their inception more than a
century ago.

The new bank will retain the Roslyn name, have $7.7 billion in assets, more than
$4.1 billion in deposits, and 25 full-service banking locations. It will be the
fourth largest thrift institution based in New York State and among the leaders
in the nation.

Combined, we will have the capital strength, significant branch presence,
technological service delivery and product breadth needed to compete
successfully against any competitor in any of our markets.


                   SUBSTANTIAL CAPACITY FOR FUTURE GROWTH...
  CONSIDERABLE POTENTIAL FOR LONG-TERM STRATEGIC VALUE TO ROSLYN STOCKHOLDERS

The combined company represents an excellent opportunity for long-term
stockholder value through maximizing the substantial capacity for future growth,
while capitalizing on the strategic advantages of a larger and better positioned
franchise.

The products, geographic distribution, strategy, cultures and customer-driven
focus of Roslyn and Roosevelt are compatible in every way.  As a result of this
combination, Roslyn will be in its best competitive position in its nearly 
125-year history. 

Our ability to deliver an encompassing range of consumer banking and lending
products through state-of-the-industry technology will rival any financial
institution in our markets. Our exceptional customer service will continue to
distinguish Roslyn from the competition. This exciting new franchise represents
a potent combination committed to enhancing stockholder value through well-
managed growth.

A STRATEGY DESERVING STOCKHOLDERS' APPROVAL!


VOTE "FOR" THE MERGER TODAY: Please mail in your proxy using the postage-paid
return envelope. You may vote over the phone by following the instructions
attached to your proxy card. For further assistance, call our proxy solicitor
Kissel-Blake: 1-800-554-7733. All proxies must be received by December 22, 1998.

Statements contained in this document which are not historical facts are
forward-looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995.  Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those currently anticipated due to a number of factors, which include, but
are not limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission from time to time.

A registration statement relating to the proposed merger has been filed with the
Securities and Exchange Commission and has become effective. This communication 
shall not constitute an offer to sell or the solicitation of an offer to buy the
securities of Roslyn Bancorp, Inc. or the solicitation of votes by stockholders 
of Roslyn Bancorp, Inc. with respect to the proposed merger. Such offer for sale
and solicitation of votes is made only by the Joint Proxy Statement/Prospectus.


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