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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
Hours per response.........14.90
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Queens County Bancorp, Inc.
(Name of Issuer)
Common Stock par value $.01 per share
(Title of Class of Securities)
748242-10-4
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall to all other provisions of the Act (however, see the Notes).
Page 1 of 5 pages
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CUSIP NO. 748242-10-4 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Queens County Savings Bank
Employee Stock Ownership Plan
IRS ID No. 11-1212640
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) / /
(B) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York chartered stock savings institution's employee stock
benefit plan organized in New York.
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5 SOLE VOTING POWER
2,021,407
NUMBER OF
SHARES ------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,055,784
EACH
REPORTING ------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 3,077,191
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8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,077,191
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.63% of 14,912,791 shares of Common Stock outstanding as of
December 31, 1997.
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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QUEENS COUNTY SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
Item 1 (a) Name of Issuer:
Queens County Bancorp, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
38-25 Main Street
Flushing, New York 11354-5549
Item 2 (a) Name of Person Filing:
Queens County Savings Bank
Employee Stock Ownership Plan
Trustee: Oppenheimer Capital Trust Company
One World Financial Center
New York, New York 10281-1698
Item 2 (b) Address of Principal Business Offices or, if none,
Residence:
38-25 Main Street
Flushing, New York 11354-5549
Item 2 (c) Citizenship: New York chartered stock savings
institution's employee stock
benefit plan organized in New York.
Item 2 (d) Title of Class of Securities: Common Stock par value
$.01 per share
Item 2 (e) CUSIP Number: 748242-10-4
Item 3 The person filing this statement is an employee
benefit plan which is subject to the provisions of
the Employee Retirement Income Security Act of 1974.
Item 4 Ownership: As of December 31, 1997, the reporting
person beneficially owned 3,077,191
shares of the issuer. This number of
shares represents 20.63% of the common
stock, par value $.01, of the issuer,
based upon 14,912,791 shares of such
common stock outstanding as of
December 31, 1997. As of December 31,
1997, the reporting person has sole
power to vote or to direct the vote of
2,021,407 of the shares and shares
voting power over 1,055,784 shares.
The reporting person has the sole
power to dispose or direct the
disposition of 3,077,191 shares of
common stock.
Page 3 of 5 pages
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Item 5 Ownership of Five Percent or Less of a Class:
N/A
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
N/A
Item 7 Identification and classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
N/A
Item 8 Identification and Classification of Members of the
Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Page 4 of 5 pages
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Item 10 Certification:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
are not acquired in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 30, 1998
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(Date)
/s/ CHARLES PLATT
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(Signature)
Charles T. Platt/Senior Trust Officer
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(Name/Title)
Page 5 of 5 pages
