SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* QUINN R PATRICK (Last) (First) (Middle) ONE JERICHO PLAZA (Street) JERICHO NY 11753 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ROSLYN BANCORP INC [ RSLN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) General Counsel, EVP&Corp Sec.
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2003		D		32,368(1)	D	$0(2)	0	D
Common Stock	10/31/2003		D		3,467	D	$0(3)	0	I	By BRP(4)
Common Stock	10/31/2003		D		3,928	D	$0(5)	0	I	By ESOP(4)
Common Stock	10/31/2003		D		1,694	D	$0(6)	0	I	By IRA
Common Stock	10/31/2003		D		4,500	D	$0(7)	0	I	By Stock Award
Common Stock	10/31/2003		D		4,107	D	$0(8)	0	I	By Stock Award II(1)
Common Stock	10/31/2003		D		6,000	D	$0(9)	0	I	By Stock Award III
Common Stock	10/31/2003		D		44,297	D	$0(10)	0	I	By Stock Award IV
Common Stock	10/31/2003		D		5,833	D	$0(11)	0	I	By Stock Award V

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$12	10/31/2003		D			30,000	02/01/2000(12)	02/01/2009	Common Stock	30,000	$0(12)	0	D
Incentive Stock Option (right to buy)	$16.707	10/31/2003		D			7,500	02/02/2002(13)	02/02/2011	Common Stock	7,500	$0(13)	0	D
Incentive Stock Option (right to buy)	$18.4	10/31/2003		D			4,551	06/26/2002(14)	06/26/2011	Common Stock	4,551	$0(14)	0	D
Non-Statutory Stock Option (right to buy)	$18.4	10/31/2003		D			39,189	06/26/2002(15)	06/26/2011	Common Stock	39,189	$0(15)	0	D
Non-Statutory Stock Option (right to buy)	$18.4	10/31/2003		D			163,500	06/26/2002(16)	06/26/2011	Common Stock	163,500	$0(16)	0	D
Non-Statutory Stock Option (right to buy)	$21.35	10/31/2003		D			24,634	06/25/2003(17)	06/25/2012	Common Stock	24,634	$0(17)	0	D

Explanation of Responses:

1. Since the reporting person's last report 3,984 shares previously held through Stock Award II have vested and are now owned directly.

2. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 24,276 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

3. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 2,600 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

4. This form reflects increases in beneficial ownership resulting from exempt acquisitions under the BRP and ESOP pursuant to Rule 16b-3(c).

5. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 2,946 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

6. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 1,270 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

7. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 3,375 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

8. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 3,080 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

9. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 4,500 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

10. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 33,222 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

11. Disposed of pursuant to merger agreement between issuer and New York Community Bancorp, Inc. in exchange for 4,374 shares of New York Community Bancorp, Inc. common stock having a market value of $36.20 per share on the closing date of the merger.

12. This option, which provided for vesting in four annual installments beginning February 1, 2000, was assumed by New York Community Bancorp, Inc. in the merger and replaced with an option to purchase 22,500 shares of New York Community Bancorp, Inc. common stock for $16.00 per share.

13. This option, which provided for vesting in four annual installments beginning February 2, 2002, was assumed by New York Community Bancorp, Inc. in the merger and replaced with an option to purchase 5,625 shares of New York Community Bancorp, Inc. common stock for $22.28 per share.

14. This option, which provided for vesting in three equal annual installments beginning June 26, 2002, was assumed by New York Community Bancorp, Inc. in the merger and replaced with an option to purchase 3,413 shares of New York Community Bancorp, Inc. common stock for $24.53 per share.

15. This option, which provided for vesting in four equal annual installments beginning June 26, 2002, was assumed by New York Community Bancorp, Inc. in the merger and replaced with an option to purchase 29,392 shares of New York Community Bancorp, Inc. common stock for $24.53 per share.

16. This option, which provided for vesting in four annual installments beginning June 26, 2002, was assumed by New York Community Bancorp, Inc. in the merger and replaced with an option to purchase 122,625 shares of New York Community Bancorp, Inc. common stock for $24.53 per share.

17. This option, which provided for vesting in three annual installments beginning June 25, 2003, was assumed by New York Community Bancorp, Inc. in the merger and replaced with an option to purchase 18,476 shares of New York Community Bancorp, Inc. common stock for $28.47 per share.

Remarks:

	By: /s/ R. Patrick Quinn	11/03/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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