8-K

                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549




                               FORM 8-K

                             CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(D) OF THE
                     SECURITIES EXCHANGE ACT OF 1934




   Date of Report (Date of earliest event reported):  January 21, 1999


                  DIME COMMUNITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)


         Delaware                0-27782                     11-3297463

      (State or other       (Commission File Number)        (IRS Employer
      jurisdiction of                                    Identification No.)
      incorporation)


            209 HAVEMEYER STREET, BROOKLYN, NEW YORK   11211
      (Address of principal executive offices, including zip code)

   Registrant's telephone number, including area code: (718) 782-6200



                                  NONE
      (Former name or former address, if changed since last report)



ITEMS 1 3, 4, 5, 6, 8 & 9. NOT APPLICABLE.

ITEM 2.       ACQUISITION OR DISPOSITION OF ASSETS.

     As  of  the  close  of business on January 21, 1999, (the "Effective
Time") Dime Community Bancshares,  Inc.,  a Delaware Corporation ("DCB"),
completed  the  acquisition  of  Financial  Bancorp,   Inc.,  a  Delaware
corporation, ("FIBC"), pursuant to the Agreement and Plan of Merger dated
as of July 18, 1998, by and between DCB and FIBC (the "Merger  Agreement")
(a  copy  of  which  was  filed on Form 8-K/A dated July 27, 1998 and  is
incorporated herein by reference).   As  part  of the acquisition, FIBC's
wholly-owned subsidiary, Financial Federal Savings  Bank, merged with and
into   DCB's   wholly  owned  subsidiary,  The  Dime  Savings   Bank   of
Williamsburgh, a  federally-chartered  stock  savings bank ("DSBW"), with
DSBW as the resulting financial institution.

     Pursuant  to  the  Merger  Agreement,  each  FIBC   stockholder  who
submitted a valid election for cash received $39.14 in cash and each FIBC
stockholder who submitted a valid election for DCB common  stock received
1.8282  shares  of DCB common stock, plus cash in lieu of any  fractional
shares, in exchange for their shares of FIBC common stock.  The remaining
shares of FIBC common  stock for which a valid election was not submitted
were converted into, pursuant  to  the Merger Agreement, a combination of
DCB stock and cash such that each such  shareholder  received  $31.257 in
cash and 0.3682 shares of DCB common stock for each share of FIBC  common
stock,  except  that all stockholders of FIBC who own less than 50 shares
of FIBC common stock  received cash.  As of the Effective Time, shares of
FIBC  common stock that  were  owned  by  FIBC  as  treasury,  that  were
unallocated  shares held in FIBC's Recognition and Retention Plan or that
were held directly  by  DCB  other  than  in  a  fiduciary capacity or in
satisfaction of a debt previously contracted were  canceled  and retired.
No payment will be made with respect to such shares of FIBC common stock.
Based upon the closing price of DCB common stock on January 21, 1999, the
total consideration paid to FIBC stockholders, in the form of cash or DCB
stock, was $66,509,000.

     Holders of stock options which had been granted by FIBC to  purchase
60,133  shares  of FIBC common stock were paid an amount in cash computed
by multiplying (i)  any  positive  difference obtained by subtracting the
per share exercise price applicable  to  such option from $39.14, by (ii)
the number of shares of FIBC common stock  subject to such option.  These
payments totaled approximately $1,545,317.  In addition, holders of stock
options which had been granted by FIBC to purchase  96,975 shares of FIBC
common stock were converted into options to purchase  177,286  shares DCB
common  stock  (the  "Converted  Options").  The expiration dates on  all
Converted Options remained unchanged from initial grant by FIBC.

     The cash portion of the total consideration was obtained by DCB from
cash flows generated in the ordinary  course  of business and operational
borrowings.




ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

     (a)  (i) The financial statements of FIBC required to be stated
herein are incorporated by reference to Part II Item 8 of FIBC's Annual
Report on Form 10-K for the fiscal year ended September 30, 1998.

          (ii) As of the date of this filing, it is impracticable to provide
the financial statements of Financial Bancorp, Inc. as of and for the
three months ended December 31, 1998.  The required financial information
will be filed as soon as possible and in no event later than April 6, 1999.

     (b)  As of the date of this filing, it is impracticable to provide
pro forma financial information required pursuant to Article 11 of
Regulation S-X.  The required pro forma financial information will be
filed as soon as possible and in no event later than April 6, 1999.

     (c)  Exhibits.  The following Exhibits are filed as part of this
report:


      EXHIBIT NO.                   DESCRIPTION

          2.1                The Agreement and  Plan of Merger, dated as of
                             July 18, 1998 by and between Dime Community
                             Bancshares, Inc. and Financial Bancorp, Inc.,
                             incorporated by reference to Exhibit 2.1 of the
                             Current Report on Form 8-K of Dime Community
                             Bancshares, Inc. filed with the Securities and
                             Exchange Commission on July 20, 1998.

          99.1               Press Release issued January 21, 1999.

          99.2               Financial Statements of Financial Bancorp, Inc.
                             for the fiscal year ended September 30, 1998,
                             incorporated by reference to the Annual Report
                             on Form 10-K of Financial Bancorp, Inc. filed
                             with the Securities and Exchange Commission on
                             December 29, 1998.



                               SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                              DIME COMMUNITY BANCSHARES, INC.




                    BY:/s/ KENNETH J. MAHON
                       ----------------------------------------------
                         Kenneth J. Mahon
                         Executive Vice President and Chief Financial
                         Officer


Dated: February 5, 1999





                              EXHIBIT INDEX


       EXHIBIT NO.             DESCRIPTION

          2.1            The Agreement and  Plan of Merger, dated as of
                         July 18, 1998 by and between Dime Community
                         Bancshares, Inc. and Financial Bancorp, Inc.,
                         incorporated by reference to Exhibit 2.1 of the
                         Current Report on Form 8-K of Dime Community
                         Bancshares, Inc. filed with the Securities and
                         Exchange Commission on July 20, 1998.

          99.1           Press Release issued January 21, 1999.

          99.2           Financial Statements of Financial Bancorp, Inc.
                         for the fiscal year ended September 30, 1998,
                         incorporated by reference to the Annual Report
                         on Form 10-K of Financial Bancorp, Inc. filed
                         with the Securities and Exchange Commission on
                         December 29, 1998.

EX-99

                                   NEWS RELEASE


             DIME COMMUNITY BANCSHARES, INC. COMPLETES ACQUISITION
                           OF FINANCIAL BANCORP, INC.



Brooklyn,  NY,  January  21,  1999.   Dime  Community  Bancshares, Inc. ("DCB")
(NASDAQ: DCOM), the holding company for The Dime Savings  Bank of Williamsburgh
(the "Bank"), announced today the successful completion of  its  acquisition of
Financial  Bancorp,  Inc.  (Nasdaq:  FIBC)  ("FIBC")  and the merger of  FIBC's
wholly-owned subsidiary, Financial Federal Savings Bank,  ("Financial Federal")
with and into the Bank.  According to the terms of the merger  agreement and as
a  result of the recently completed election procedures, each FIBC  stockholder
who  submitted  a valid election for cash will receive $39.14 in cash per share
of FIBC common stock,  and each FIBC stockholder who submitted a valid election
for DCB common stock will  receive  1.8282 shares of DCB common stock per share
of  FIBC  common  stock,  plus cash in lieu  of  any  fractional  shares.   The
remaining shares of FIBC common  stock  for  which  a  valid  election  was not
submitted have been converted into the right to a combination of DCB stock  and
cash  on  a pro rata basis such that the aggregate cash consideration is 51.73%
of the total  consideration and the aggregate DCB common stock consideration is
48.27% of the total consideration, except that all stockholders of FIBC who own
less than 50 shares of FIBC common stock will receive cash.

The acquisition  will  be  accounted  for as a purchase and will be immediately
accretive to cash earnings and accretive  to  reported  earnings  during  DCB's
fiscal year ended June 30, 2000.

Vincent F. Palagiano, Chairman of the Board and Chief Executive Officer of  DCB
stated  , "We are very pleased to welcome the former customers and stockholders
of FIBC and  Financial  Federal  to  our  company.   We are confident that this
transaction will enhance shareholder value and provide  long-term  benefits for
our customers and the communities we serve."

As a result of the acquisition, DCB will have assets in excess of $2.0 billion,
deposits  of  approximately  $1.3  billion  and  will  operate nineteen banking
offices  located  in  the New York City boroughs of Brooklyn,  Queens  and  the
Bronx, and Nassau County.

Dime Community Bancshares,  Inc.,  is  the holding company for The Dime Savings
Bank  of Williamsburgh, a community-oriented  financial  institution  providing
financial  services  and  loans  for  housing within its market areas. The Bank
maintains  its headquarters in the Williamsburgh  section  of  the  borough  of
Brooklyn, and  eighteen additional offices in the boroughs of Brooklyn, Queens,
and The Bronx, and in Nassau County.  The Bank's deposits are insured up to the
maximum allowable  amount  by  the Federal Deposit Insurance Corporation.  More
information on the Company and Bank  can  be  found  on  the Company's Internet
website at WWW.DIMEWILL.COM.

Contact:  Kenneth A. Ceonzo - FIRST VICE PRESIDENT AND DIRECTOR OF INVESTOR
                               RELATIONS
(718) 782-6200 extension 279
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