QUEENS COUNTY BANCORP INC
SC 13G/A, 2000-02-11
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE> 1



                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                SCHEDULE 13G/A

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 8)*


                           Queens County Bancorp, Inc.
                      -----------------------------------
                               (Name of Issuer)

                       Common Stock par value $.01 per share
                  ----------------------------------------------
                        (Title of Class of Securities)


                                 748242-10-4
                           -----------------------
                                (CUSIP Number)


                              December 31, 1999
                           -----------------------
             (Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      |X|  Rule 13d-1(b)
      |_|  Rule 13d-1(c)
      |_|  Rule 13d-1(d)

*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 not 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 be subject to all other provisions of the Act (however, see the
Notes).



SEC 1745 (2-95)
                              Page 1 of 5 pages

<PAGE> 2



- --------------------------  ------------------------  --------------------------
CUSIP NO. 748242-10-4                13G/A                Page 2 of  5  Pages
- --------------------------  ------------------------  --------------------------

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

1       NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Queens County Savings Bank
        Employee Stock Ownership Plan

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

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) /__/
                                                        (b) /__/

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

3       SEC USE ONLY



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

4       CITIZENSHIP OR PLACE OF ORGANIZATION
        New York chartered stock savings institution's employee stock benefit
        plan organized in New York.

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

     NUMBER OF       5    SOLE VOTING POWER
       SHARES                 2,865,263
    BENEFICIALLY
      OWNED BY      ----  ------------------------------------------------------
        EACH         6    SHARED VOTING POWER
     REPORTING                1,761,774
       PERSON
        WITH        ----  ------------------------------------------------------
                     7    SOLE DISPOSITIVE POWER
                              4,627,037

                    ----  ------------------------------------------------------
                     8    SHARED DISPOSITIVE POWER
                                 -0-

- ---    -------------------------------------------------------------------------
9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              4,627,037

- ---    -------------------------------------------------------------------------
10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- ---    -------------------------------------------------------------------------
11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       22.0% of 21,010,127 shares of Common Stock outstanding as of December 31,
       1999.

- ---    -------------------------------------------------------------------------
12     TYPE OF REPORTING PERSON*
              EP

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTION BEFORE FILLING OUT!



<PAGE> 3



                          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 Trust Company
                      1345 Avenue of the Americas
                      New York, New York 11354-5549

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 savins 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, 1999, the reporting person
            beneficially owned 4,627,037 shares of the issuer.  This number of
            shares represents 22.0% of the common stock, par value $.01, of the
            issuer, based upon 21,010,127 shares of such common stock
            outstanding as of December 31, 1999.  As of December 31, 1999, the
            reporting person has sole power to vote or to direct the vote of
            2,865,263 of the shares and shares voting power over 1,761,774
            shares.  The reporting person has the sole power to dispose or
            direct the disposition of 4,627,037 shares of common stock.




                              Page 3 of 5 pages

<PAGE> 4



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

<PAGE> 5


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.

                              February 11, 2000
                  --------------------------------------------
                                    (Date)

                              /s/ Charles Platt
                  --------------------------------------------
                                 (Signature)

                                Charles Platt
                    Oppenheimer Trust Company, as Trustee
                  --------------------------------------------
                                 (Name/Title)
















                              Page 5 of 5 pages




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