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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Roslyn Bancorp, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the state of Delaware, does hereby
certify:

     First: That the board of directors of said corporation, at a meeting duly
convened and held, adopted a resolution proposing and declaring advisable the
following amendment to the certificate of incorporation of said corporation:

     "NOW THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of
the Corporation be amended by changing Article FOURTH thereof so that, as
amended, said Article shall be and read as follows:

     FOURTH:

        A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Two hundred ten million
(210,000,000) consisting of:

        1. Ten million (10,000,000) shares of Preferred Stock, par value one
           cent ($.01) per share (the "Preferred Stock"); and

        2. Two hundred million (200,000,000) shares of Common
           Stock, par value one cent ($.01) per share (the "Common
           Stock").

        B. The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware (such certificate being hereinafter
referred to as a "Preferred Stock Designation"), to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Preferred Stock Designation.

        C.  1. Notwithstanding any other provision of this Certificate of
               Incorporation, in no event shall any record owner of any
               outstanding Common Stock which is beneficially owned, directly or
               indirectly, by a person who, as of any record date for the
               determination of stockholders entitled to vote on any matter,
               beneficially owns in

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               excess of 10% of the then-outstanding shares of Common Stock (the
               "Limit"), be entitled, or permitted to any vote in respect of the
               shares held in excess of the Limit. The number of votes which may
               be cast by any record owner by virtue of the provisions hereof in
               respect of Common Stock beneficially owned by such person
               beneficially owning shares in excess of the Limit shall be a
               number equal to the total number of votes which a single record
               owner of all Common Stock beneficially owned by such person would
               be entitled to cast, (subject to the provisions of this Article
               FOURTH) multiplied by a fraction, the numerator of which is the
               number of shares of such class or series which are both
               beneficially owned by such person and owned of record by such
               record owner and the denominator of which is the total number of
               shares of Common Stock beneficially owned by such person owning
               shares in excess of the Limit.

            2. The following definitions shall apply to this Section C of this
               Article FOURTH:

               a.  "Affiliate" shall have the meaning ascribed to it in Rule
                   12b-2 of the General Rules and Regulations under the
                   Securities Exchange Act of 1934, as amended, as in effect on
                   the date of filing of this Certificate of Incorporation.

               b.  "Beneficial ownership" shall be determined pursuant to Rule
                   13d-3 of the General Rules and Regulations under the
                   Securities Exchange Act of 1934, as amended, (or any
                   successor rule or statutory provision), or, if said Rule 13d-
                   3 shall be rescinded and there shall be no successor rule or
                   provision thereto, pursuant to said Rule 13d-3 as in effect
                   on the date of filing of this Certificate of Incorporation;
                   provided, however, that a person shall, in any event, also be
                   deemed the "beneficial owner" of any Common Stock:

                   (1)      which such person or any of its affiliates
                            beneficially owns, directly or indirectly; or

                   (2)      which such person or any of its affiliates has: (i)
                            the right to acquire (whether such right is
                            exercisable immediately or only after the passage of
                            time), pursuant to any agreement, arrangement or
                            understanding (but shall not be deemed to be the
                            beneficial owner of any voting shares solely by
                            reason of an agreement, contract, or other
                            arrangement with

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                            this Corporation to effect any transaction which is
                            described in any one or more of clauses 1 through 5
                            of Section A of Article EIGHTH of this Certificate
                            of Incorporation ("Article EIGHTH")), or upon the
                            exercise of conversion rights, exchange rights,
                            warrants, or options or otherwise, or (ii) sole or
                            shared voting or investment power with respect
                            thereto pursuant to any agreement, arrangement,
                            understanding, relationship or otherwise (but shall
                            not be deemed to be the beneficial owner of any
                            voting shares solely by reason of a revocable proxy
                            granted for a particular meeting of stockholders,
                            pursuant to a public solicitation of proxies for
                            such meeting, with respect to shares of which
                            neither such person nor any such Affiliate is
                            otherwise deemed the beneficial owner); or

                   (3)      which are beneficially owned, directly or
                            indirectly, by any other person with which such
                            first mentioned person or any of its Affiliates acts
                            as a partnership, limited partnership, syndicate or
                            other group pursuant to any agreement, arrangement
                            or understanding for the purpose of acquiring,
                            holding, voting or disposing of any shares of
                            capital stock of this Corporation; and provided
                            further, however, that: (1) no Director or Officer
                            of this Corporation (or any Affiliate of any such
                            Director or Officer) shall, solely by reason of any
                            or all of such Directors or Officers acting in their
                            capacities as such, be deemed, for any purposes
                            hereof, to beneficially own any Common Stock
                            beneficially owned by any other such Director or
                            Officer (or any Affiliate thereof); and (2) neither
                            any employee stock ownership or similar plan of this
                            Corporation or any subsidiary of this Corporation,
                            nor any trustee with respect thereto or any
                            Affiliate of such trustee (solely by reason of such
                            capacity of such trustee), shall be deemed, for any
                            purposes hereof, to beneficially own any Common
                            Stock held under any such plan. For purposes only of
                            computing the percentage of beneficial ownership of
                            Common Stock of a person, the outstanding Common
                            Stock shall include shares deemed owned by such
                            person through application of this subsection but
                            shall not include any

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                            other Common Stock which may be issuable by this
                            Corporation pursuant to any agreement, or upon
                            exercise of conversion rights, warrants or options,
                            or otherwise. For all other purposes, the
                            outstanding Common Stock shall include only Common
                            Stock then outstanding and shall not include any
                            Common Stock which may be issuable by this
                            Corporation pursuant to any agreement, or upon the
                            exercise of conversion rights, warrants or options,
                            or otherwise.

               c.   The "Limit" shall mean 10% of the then-outstanding shares of
                    Common Stock.

               d.   A "person" shall include an individual, a firm, a group
                    acting in concert, a corporation, a partnership, an
                    association, a joint venture, a pool, a joint stock company,
                    a trust, an unincorporated organization or similar company,
                    a syndicate or any other group formed for the purpose of
                    acquiring, holding or disposing of securities or any other
                    entity.

            3. The Board of Directors shall have the power to construe and apply
               the provisions of this section and to make all determinations
               necessary or desirable to implement such provisions, including
               but not limited to matters with respect to: (i) the number of
               shares of Common Stock beneficially owned by any person; (ii)
               whether a person is an affiliate of another; (iii) whether a
               person has an agreement, arrangement, or understanding with
               another as to the matters referred to in the definition of
               beneficial ownership; (iv) the application of any other
               definition or operative provision of the section to the given
               facts; or (v) any other matter relating to the applicability or
               effect of this section.

            4. The Board of Directors shall have the right to demand that any
               person who is reasonably believed to beneficially own Common
               Stock in excess of the Limit (or holds of record Common Stock
               beneficially owned by any person in excess of the Limit) supply
               the Corporation with complete information as to: (i) the record
               owner(s) of all shares beneficially owned by such person who is
               reasonably believed to own shares in excess of the Limit; and
               (ii) any other factual matter relating to the applicability or
               effect of this section as may reasonably be requested of such
               person.

            5. Except as otherwise provided by law or expressly provided in this
               Section C, the presence, in person or by proxy, of the holders of
               record of shares of capital stock of the Corporation entitling
               the holders thereof to cast a

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               majority of the votes (after giving effect, if required, to the
               provisions of this Section C) entitled to be cast by the holders
               of shares of capital stock of the Corporation entitled to vote
               shall constitute a quorum at all meetings of the stockholders,
               and every reference in this Certificate of Incorporation to a
               majority or other proportion of capital stock (or the holders
               thereof) for purposes of determining any quorum requirement or
               any requirement for stockholder consent or approval shall be
               deemed to refer to such majority or other proportion of the votes
               (or the holders thereof) then entitled to be cast in respect of
               such capital stock.

            6. Any constructions, applications, or determinations made by the
               Board of Directors pursuant to this section in good faith and on
               the basis of such information and assistance as was then
               reasonably available for such purpose shall be conclusive and
               binding upon the Corporation and its stockholders.

            7. In the event any provision (or portion thereof) of this Section C
               shall be found to be invalid, prohibited or unenforceable for any
               reason, the remaining provisions (or portions thereof) of this
               Section shall remain in full force and effect, and shall be
               construed as if such invalid, prohibited or unenforceable
               provision had been stricken herefrom or otherwise rendered
               inapplicable, it being the intent of this Corporation and its
               stockholders that each such remaining provision (or portion
               thereof) of this Section C remain, to the fullest extent
               permitted by law, applicable and enforceable as to all
               stockholders, including stockholders owning an amount of stock
               over the Limit, notwithstanding any such finding."

     Second: That thereafter, pursuant to a resolution of its board of
directors, at the annual meeting of the stockholders of said corporation a
majority of the outstanding shares of common stock (there being no other class
of capital stock outstanding) was voted in favor of the amendment.

     Third: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 of the General Corporation Law of the
State of Delaware.

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     In witness whereof, said Roslyn Bancorp, Inc. has caused this certificate
to be signed by Joseph L. Mancino, its President, and R. Patrick Quinn, its
Secretary, its authorized officers, this 28th day of May 1999.

                           By: /s/ Joseph L. Mancino
                               ---------------------
                                Joseph L. Mancino
                                President



                           By: /s/ R. Patrick Quinn
                               --------------------
                                R. Patrick Quinn
                                Secretary

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