ROSLYN BANCORP INC
8-K, 2000-08-31
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) August 28, 2000
                                                         ---------------


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


      Delaware                        0-28886                11-3333218
      --------                       ----------              ----------
(State or other Jurisdiction of      (Commission           (IRS Employer
incorporation or organization)       File Number)          Identification No.)


One Jericho Plaza, Jericho, New York                           11753
-------------------------------------                          -----
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code            (516) 942-6000
                                                              --------------


                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)









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ITEMS 1-4, 6, 8 AND 9.        NOT APPLICABLE.

ITEM 5.  OTHER EVENTS.
         -------------

      On August 28, 2000,  Roslyn Bancorp,  Inc. (the "Company")  issued a press
release reporting that The Roslyn Savings Bank's wholly owned subsidiary, Roslyn
National Mortgage  Corporation  (RNMC), has entered a letter of intent to sell a
substantial part of its residential origination  capabilities.  The remainder of
RNMC's  operations is expected to be dissolved within 90 days of that sale.
American Home Mortgage Holdings,  Inc., New York, New York will acquire certain
assets of RNMC for approximately $200,000, plus the assumption of certain
liabilities.

      The  press  release  announcing  the  disposition  of the  assets  and the
dissolution of RNMC is attached as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
         ------------------------------------------------------------------

      Exhibit No.             Description
      -----------             -----------

       99.1                   Press Release dated August 28, 2000.









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                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                          ROSLYN BANCORP, INC.


Dated: August 30, 2000                    By: /s/ Joseph L. Mancino
                                             ----------------------------------
                                             Joseph L. Mancino
                                             Director, President and Chief
                                             Executive Officer












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