SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
INDEPENDENCE COMMUNITY BANK CORP.
_____________________________________________________________________________
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
_____________________________________________________________________________
(Title of Class of Securities)
453414 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)
Page 1 of 6 Pages
CUSIP NO. 453414 10 4 Page 2 of 6 Pages
_____________________ _________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Independence Community Bank Employee Stock Ownership Plan Trust
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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
United States
- -----------------------------------------------------------------------------
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
5,069,582
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6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
563,288
- -----------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
5,069,582
- -----------------------------------------------------------------------------
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
563,288
- -----------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,632,870
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.56%
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12. TYPE OF REPORTING PERSON
EP
CUSIP NO. 453414 10 4 Page 3 of 6 Pages
______________________ _________________
ITEM 1(a) NAME OF ISSUER:
Independence Community Bank Corp.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
195 Montague Street
Brooklyn, New York 11201
ITEM 2(a) NAME OF PERSON FILING:
Independence Community Bank Employee Stock Ownership Plan Trust
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Independence Community Bank Corp.
195 Montague Street
Brooklyn, New York 11201
ITEM 2(c) CITIZENSHIP:
United States
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
ITEM 2(e) CUSIP NUMBER:
453414 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS:
[x] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
5,632,870
CUSIP NO. 453414 10 4 Page 4 of 6 Pages
______________________ _________________
(b) Percent of class:
8.56% (based upon 65,825,362 shares issued and outstanding at
December 31, 1999)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 5,069,582
(ii) Shared power to vote or to direct the vote 563,288
(iii) Sole power to dispose or to direct the disposition of
5,069,582
(iv) Shared power to dispose or to direct the disposition of
563,288
The Independence Community Bank Employee Stock Ownership Plan
Trust (the "Trust") was established pursuant to the Independence
Community Bank Corp. Employee Stock Ownership Plan ("ESOP").
Under the terms of the ESOP, the Trustee must vote the allocated
shares held in the ESOP in accordance with the instructions of
the participating employees. Unallocated shares held in the ESOP
will be voted by the ESOP Trustee in the same proportion for and
against proposals to shareholders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated to
their individual accounts. Any allocated shares which either
abstain on the proposal or are not voted will be disregarded in
determining the percentage of stock voted for and against each
proposal by the participants and beneficiaries.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
RSGroup Trust Company is the trustee ("Trustee") of the Trust
which holds 5,632,870 shares of Common Stock, of which 563,288
shares have been allocated to the accounts of participating
employees as of December 31, 1999 and 5,069,582 shares of which
have not yet been allocated to the accounts of participating
employees and which will be voted by the Trustee pursuant to the
terms of the ESOP and may be deemed to be beneficially owned by
the Trust. The ESOP does not own more than 5% on behalf of
another person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
CUSIP NO. 453414 10 4 Page 5 of 6 Pages
______________________ _________________
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP NO. 453414 10 4 Page 6 of 6 Pages
______________________ _________________
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.
Independence Community Bank Employee Stock
Ownership Plan Trust
Date: February 11, 2000 By: /s/ Stephen P. Pollak
-------------------------------
Name: Stephen P. Pollak
Title: Executive Vice President
of RSGroup Trust Company Trustee
for Independence Community Bank
Employee Stock Ownership Plan Trust
