<PAGE>
As filed with the Securities and Exchange Commission
on April 11, 2000.
Registration No. 333-45917
______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
GREENPOINT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1379001
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
90 Park Avenue
New York, New York 10016
(Address of Principal Executive Offices)
GreenPoint Financial Corp. Amended and Restated 1994
Stock Incentive Plan
(Full Title of the Plan)
__________________
Howard C. Bluver, Esq.
Senior Vice President, General Counsel and Secretary
GreenPoint Financial Corp.
90 Park Avenue
New York, New York 10016
(212) 834-1000
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)
Copy to:
Bruce D. Senzel, Esq.
One Battery Park Plaza
Seward & Kissel LLP
New York, New York 10004
(212) 574-1200
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______________________________________________________________
EXPLANATORY NOTE
On February 10, 1998, a total of 2,000,000 shares of Common
Stock of GreenPoint Financial Corp. (the "Corporation" or the
"Registrant"), to be issued in connection with the GreenPoint
Financial Corp. Amended and Restated 1994 Stock Incentive Plan
(the "1994 Plan"), were registered with the Securities and
Exchange Commission (the "Commission") by Registration Statement
on Form S-8 (File No. 333-45917). On May 7, 1999, the
stockholders of the Corporation approved the GreenPoint Financial
Corp. 1999 Stock Incentive Plan (the "1999 Plan"). A total of
two hundred thousand (200,000) shares of Common Stock registered
on February 10, 1998 are not, and will not be, the subject of
awards under the 1994 Plan. Such two hundred thousand (200,000)
shares of Common Stock are available for award under the 1999
Plan. Pursuant to Instruction E to Form S-8 and the telephonic
interpretation of the Commission pertaining to Form S-8 set forth
in the Division of Corporation Finance's Manual of Publicly-
Available Telephone Interpretations (March 1999), these two
hundred thousand (200,000) shares of Common Stock are carried
forward to, and deemed covered by, this Registration Statement.
_________________________________________________________________
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Corporation's Registration Statement on Form S-8
(File No. 333-45917), including any amendments thereto, is
incorporated herein by reference.
_________________________________________________________________
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in New York,
New York, on April 11, 2000.
GREENPOINT FINANCIAL CORP.
By:/s/Thomas S. Johnson
Thomas S. Johnson
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this Post-Effective Amendment No. 1 to the
Registration Statement has been signed by the following persons
in the capacities and on the date indicated:
Name Title Date
/s/ Thomas S. Johnson Chairman of the April 11, 2000
Thomas S. Johnson Board and Chief
Executive Officer
/s/ Bharat B. Bhatt Member of the April 11, 2000
Bharat B. Bhatt Board, President
and Chief Operating
Officer*
Member of the Board, April 11, 2000
Peter T. Paul Vice Chairman
/s/ Jeffrey Leeds Executive Vice April 11, 2000
Jeffrey Leeds President and Chief
Financial Officer
/s/ Robert M. McLane Director* April 11, 2000
Robert M. McLane
/s/ Dan F. Huebner Director* April 11, 2000
Dan F. Huebner
3
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/s/ Robert P. Quinn Director* April 11, 2000
Robert P. Quinn
/s/ Robert F. Vizza Director* April 11, 2000
Robert F. Vizza
/s/ William M. Jackson Director* April 11, 2000
William M. Jackson
/s/ Jules Zimmerman Director* April 11, 2000
Jules Zimmerman
/s/ Charles B. McQuade Director* April 11, 2000
Charles B. McQuade
/s/ Alvin N. Puryear Director* April 11, 2000
Alvin N. Puryear
/s/ Susan J. Kropf Director* April 11, 2000
Susan J. Kropf
/s/ Edward C. Schmults Director* April 11, 2000
Edward C. Schmults
*By/s/ Thomas S. Johnson
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00995003.AH2
