<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 2001

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

       For the transition period from                to
                         Commission file number 0-28886

                              ROSLYN BANCORP, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                   11-3333218
-----------------------------------         -----------------------------------
  (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
   Incorporation or Organization)

    One Jericho Plaza, Jericho, New York                        11753-8905
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                     (Zip Code)

                                (516) 942 - 6000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           Yes [X]                    No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

    Classes of Common Stock       Number of Shares Outstanding, July 24, 2001
    -----------------------       -------------------------------------------
         $.01 Par Value                         91,271,630 (1)
         --------------                         --------------

(1) Adjusted to reflect a 3-for-2 stock split.
<PAGE>

                                   FORM 10-Q
                              ROSLYN BANCORP, INC.
                                     INDEX
<TABLE>
<CAPTION>

                                                                                       Page
                                                                                      Number
                                                                                      ------
PART I - FINANCIAL INFORMATION
------------------------------
<S>                                                                                  <C>

ITEM 1.        Financial Statements - (Unaudited):

               Consolidated Statements of Financial Condition at
                 June 30, 2001 and December 31, 2000                                    1

               Consolidated Statements of Income for the three and six months ended
                 June 30, 2001 and 2000                                                 2

               Consolidated Statement of Changes in Stockholders' Equity
                 for the six months ended June 30, 2001                                 3

               Consolidated Statements of Cash Flows
                 for the six months ended June 30, 2001 and 2000                        4

               Notes to Consolidated Financial Statements                               5

ITEM 2.        Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                   10

ITEM 3.        Quantitative and Qualitative Disclosure about Market Risk               24


PART II - OTHER INFORMATION
-----------------------------

ITEM 1.        Legal Proceedings                                                       25

ITEM 2.        Changes in Securities and Use of Proceeds                               25

ITEM 3.        Defaults Upon Senior Securities                                         25

ITEM 4.        Submission of Matters to a Vote of Security Holders                     25

ITEM 5.        Other Information                                                       26

ITEM 6.        Exhibits and Reports on Form 8-K                                        26

               Signature Page                                                          28
</TABLE>
<PAGE>

         Private Securities Litigation Reform Act Safe Harbor Statement

This report, as well as other written communications made from time to time by
Roslyn Bancorp, Inc. and subsidiaries (the Company) (including, without
limitation, the Company's 2000 Annual Report to Stockholders) and oral
communications made from time to time by authorized officers of the Company, may
contain statements relating to the future results of the Company (including
certain projections and business trends) that are considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995
(the PSLRA). Such forward-looking statements may be identified by the use of
such words as "believe," "expect," "anticipate," "should," "planned,"
"estimated" and "potential."  Examples of forward-looking statements include,
but are not limited to, possible or assumed estimates with respect to the
financial condition, expected or anticipated revenue, and results of operations
and business of the Company, including with respect to earnings growth (on both
a generally accepted accounting principles (GAAP) and cash basis); revenue
growth in retail banking, lending and other areas; origination volume in the
Company's consumer, commercial and other lending businesses; results of
operations from real estate joint ventures; current and future capital
management programs; non-interest income levels, including fees from services
and product sales; tangible capital generation; market share; expense levels;
and other business operations and strategies.  For these statements, the Company
claims the protection of the safe harbor for forward-looking statements
contained in the PSLRA.

The Company cautions you that a number of important factors could cause actual
results to differ materially from those currently anticipated in any forward-
looking statement. Such factors include, but are not limited to: prevailing
economic conditions; changes in interest rates, loan demand, real estate values
and competition, which can materially affect, among other things, retail banking
revenues, revenues from sales of non-deposit investment products, origination
levels in the Company's mortgage lending businesses and real estate joint
venture activities; the level of defaults, losses and prepayments on loans made
by the Company, whether held in portfolio or sold in the secondary markets;
changes in accounting principles, policies, and guidelines; changes in any
applicable law, rule, regulation or practice with respect to tax or legal
issues; risks and uncertainties related to acquisitions and related integration
and restructuring activities; and other economic, competitive, governmental,
regulatory and technological factors affecting the Company's operations,
pricing, products and services. The forward-looking statements are made as of
the date of this report, and the Company assumes no obligation to update the
forward-looking statements or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
<PAGE>

                              ROSLYN BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                                   June 30, 2001   December 31, 2000
                                                                                                  ---------------  -----------------
                                ASSETS
                                ------
<S>                                                                                                 <C>               <C>
Cash and cash equivalents:
 Cash and cash items                                                                                $       8,580      $      9,868
 Due from banks                                                                                            75,234            53,281
 Money market investments                                                                                  51,500            19,800
                                                                                                  ---------------     -------------
  Total cash and cash equivalents                                                                         135,314            82,949
Debt and equity securities available-for-sale, net   (securities pledged of $162,399 and
 $322,325 at June 30, 2001 and December 31, 2000, respectively)                                           700,398         1,086,711
Mortgage-backed and mortgage related securities available-for-sale, net    (securities pledged of
 $1,401,225 and $1,642,655 at June 30, 2001 and December 31, 2000, respectively)                        3,171,778         2,089,983
                                                                                                  ---------------     -------------
  Total securities available-for-sale, net                                                              3,872,176         3,176,694
Federal Home Loan Bank of New York stock, at cost                                                         107,071            75,246
Loans held-for-sale                                                                                         1,536               822
Loans receivable held for investment, net:
 Real estate loans, net                                                                                 3,638,614         3,828,212
 Consumer and other loans, net                                                                            275,778           258,644
                                                                                                  ---------------     -------------
  Total loans receivable held for investment, net                                                       3,914,392         4,086,856
   Allowance for loan losses                                                                              (40,159)          (40,524)
                                                                                                  ---------------     -------------
     Total loans receivable held for investment, net of allowance for loan losses                       3,874,233         4,046,332
Banking house and equipment, net                                                                           30,503            29,419
Accrued interest receivable                                                                                50,577            48,941
Deferred tax asset, net                                                                                    41,375            47,627
Other assets                                                                                              159,855           156,239
                                                                                                  ---------------     -------------
     Total assets                                                                                   $   8,272,640      $  7,664,269
                                                                                                  ===============     =============

                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
Liabilities:
 Deposits:
  Savings accounts                                                                                  $     855,328      $    832,036
  Certificates of deposit                                                                               2,764,054         2,647,867
  Money market accounts                                                                                   308,574           250,668
  Interest-bearing demand deposit accounts                                                                214,625           196,267
  Demand deposit accounts                                                                                 156,491           149,943
                                                                                                  ---------------     -------------
   Total deposits                                                                                       4,299,072         4,076,781
 Official checks outstanding                                                                               30,944            24,577
 Borrowed funds:
  Reverse-repurchase agreements                                                                         1,522,403         2,072,614
  Other borrowings                                                                                      1,700,409           782,411
                                                                                                  ---------------     -------------
   Total borrowed funds                                                                                 3,222,812         2,855,025
 Accrued interest and dividends                                                                            34,823            33,967
 Mortgagors' escrow and security deposits                                                                  33,528            33,633
 Accrued taxes payable                                                                                      9,958            16,560
 Accrued expenses and other liabilities                                                                    34,510            43,012
                                                                                                  ---------------     -------------
     Total liabilities                                                                                  7,665,647         7,083,555
                                                                                                  ---------------     -------------
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $0.01 par value, 10,000,000 shares authorized; none issued                                    -                 -
 Common stock, $0.01 par value, 200,000,000 shares authorized; 118,819,355 shares issued;
  91,639,130 and 92,311,700 shares outstanding at June 30, 2001 and December 31, 2000,
  respectively (1)                                                                                            792               792
 Additional paid-in-capital                                                                               506,894           506,275
 Retained earnings - partially restricted                                                                 556,283           525,784
 Accumulated other comprehensive loss:
  Net unrealized loss on securities available-for-sale, net of tax                                        (33,023)          (44,414)
 Unallocated common stock held by Employee Stock Ownership Plan (ESOP)                                    (45,735)          (46,631)
 Unearned common stock held by Stock-Based Incentive Plan (SBIP)                                          (12,417)          (15,708)
 Common stock held by Supplemental Executive Retirement Plan and Trust (SERP), at
  cost (553,080 shares at June 30, 2001 and December 31, 2000) (1)                                         (4,535)           (4,535)
 Treasury stock, at cost (27,180,225 and 25,954,575 shares at June 30, 2001 and December
  31, 2000, respectively) (1)                                                                            (361,266)         (340,849)
                                                                                                  ---------------     -------------
  Total stockholders' equity                                                                              606,993           580,714
                                                                                                  ---------------     -------------
     Total liabilities and stockholders' equity                                                     $   8,272,640      $  7,664,269
                                                                                                  ===============     =============
</TABLE>

(1) Adjusted to reflect a 3-for-2 stock split.

          See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

                              ROSLYN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                    (In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                         For the Three Months Ended      For the Six Months Ended
                                                                  June 30,                       June 30,
                                                      ------------------------------    -------------------------
                                                            2001             2000           2001           2000
                                                      ---------------   ------------    ------------   ----------
<S>                                                   <C>                <C>            <C>            <C>
Interest income:
 Federal funds sold and short-term deposits             $        459     $      387     $      858     $      620
 Debt and equity securities                                   20,662         15,731         42,040         30,216
 Mortgage-backed and mortgage related securities              47,221         41,264         87,592         88,844
 Real estate loans                                            69,654         70,210        141,101        138,514
 Consumer and other loans                                      5,628          5,000         11,498          9,872
                                                      --------------    -----------     ----------    -----------
   Total interest income                                     143,624        132,592        283,089        268,066
                                                      --------------    -----------     ----------    -----------
Interest expense:
 Deposits                                                     45,998         42,602         92,351         85,026
 Borrowed funds                                               43,749         39,725         85,675         79,759
                                                      --------------    -----------     ----------    -----------
   Total interest expense                                     89,747         82,327        178,026        164,785
                                                      --------------    -----------     ----------    -----------
Net interest income before provision for loan losses          53,877         50,265        105,063        103,281
Provision for loan losses                                        100              -            100              -
                                                      --------------    -----------     ----------    -----------
Net interest income after provision for loan losses           53,777         50,265        104,963        103,281
                                                      --------------    -----------     ----------    -----------
Non-interest income:
 Fees and service charges                                      3,453          2,000          5,552          3,548
 Net gains (losses) on securities                              1,687         (3,266)         1,687        (11,050)
 Income from bank owned life insurance                         1,916          1,004          3,768          1,004
 Other non-interest income                                       497          6,814          1,013          9,565
                                                      --------------    -----------     ----------    -----------
   Total non-interest income                                   7,553          6,552         12,020          3,067
                                                      --------------    -----------     ----------    -----------
Non-interest expense:
 General and administrative expenses:
   Compensation and employee benefits                         11,384         10,479         21,413         19,976
   Occupancy and equipment                                     2,843          2,571          5,702          5,208
   Deposit insurance premiums                                    209            225            413            556
   Advertising and promotion                                     755          1,049          2,007          1,940
   Other non-interest expenses                                 4,035          5,133          7,709          9,976
                                                      --------------    -----------     ----------    -----------
     Total general and administrative expenses                19,226         19,457         37,244         37,656
 Amortization of excess of cost over fair value of net
         assets acquired                                          32            118             63            268
 Real estate operations, net                                     (28)           117            (19)           129
                                                      --------------    -----------     ----------    -----------
     Total non-interest expense                               19,230         19,692         37,288         38,053
                                                      --------------    -----------     ----------    -----------
Income before provision for income taxes and
   extraordinary item                                         42,100         37,125         79,695         68,295
Provision for income taxes                                    12,696         12,093         24,964         19,769
                                                      --------------    -----------     ----------    -----------
Income before extraordinary item                              29,404         25,032         54,731         48,526
Extraordinary item, net of tax - prepayment penalty
 on debt extinguishment                                       (2,419)             -         (2,419)             -
                                                      --------------    -----------     ----------    -----------
Net income                                              $     26,985     $   25,032     $   52,312     $   48,526
                                                      ==============    ===========     ==========    ===========

Basic earnings per share (1):
   Income before extraordinary item                     $       0.34     $     0.26     $     0.63     $     0.50
   Extraordinary item, net of tax                              (0.03)             -          (0.03)             -
                                                      --------------    -----------     ----------    -----------
   Net income per share                                 $       0.31     $     0.26     $     0.60     $     0.50
                                                      ==============    ===========     ==========    ===========
Diluted earnings per share (1):
   Income before extraordinary item                     $       0.34     $     0.26     $     0.62     $     0.49
   Extraordinary item, net of tax                              (0.03)             -          (0.03)             -
                                                      --------------    -----------     ----------    -----------
   Net income per share                                 $       0.31     $     0.26     $     0.59     $     0.49
                                                      ==============    ===========     ==========    ===========
</TABLE>

(1) Adjusted to reflect a 3-for-2 stock split.


          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                              ROSLYN BANCORP, INC.
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                                  Unallocated
                                                                                 Retained        Accumulated        common
                                                                 Additional      earnings-          other            stock
                                                    Common        paid-in-       partially      comprehensive       held by
                                                    stock          capital       restricted     (loss) income         ESOP
                                                   --------     ------------     ----------     -------------    -------------
<S>                                                <C>           <C>             <C>            <C>              <C>
Balance at December 31, 2000                       $    792      $   506,275     $  525,784     $    (44,414)     $    (46,631)
Comprehensive income:
  Net income                                                                         52,312
  Other comprehensive income, net of tax:
     Net unrealized gain on securities,
        net of reclassification adjustment (1) (2)                                                    11,391
  Total comprehensive income
Exercise of stock options and related tax benefit                                    (1,794)
Allocation of ESOP stock                                                 532                                               896
Amortization of SBIP stock awards                                                      (392)
Distribution of  ESOP stock                                               87
Cash dividends declared on common stock                                             (19,627)
Common stock acquired, at cost
                                                   --------     ------------     ----------     ------------      ------------
Balance at June 30, 2001                           $    792      $   506,894     $  556,283     $    (33,023)     $    (45,735)
                                                   ========     ============     ==========     ============      ============
</TABLE>


<TABLE>
<CAPTION>

                                                    Unearned
                                                     common
                                                      stock             Common          Treasury           Total
                                                     held by         stock held by        stock,       stockholders'
                                                      SBIP           SERP, at cost       at cost           equity
                                                    ----------       --------------    -----------     -------------
<S>                                                 <C>              <C>               <C>             <C>
Balance at December 31, 2000                        $  (15,708)       $   (4,535)      $  (340,849)     $    580,714
Comprehensive income:
  Net income                                                                                                  52,312
  Other comprehensive income, net of tax:
     Net unrealized gain on securities,
        net of reclassification adjustment (1) (2)                                                            11,391
                                                                                                       -------------
  Total comprehensive income                                                                                  63,703
                                                                                                       -------------
Exercise of stock options and related tax benefit                                                             (1,794)
Allocation of ESOP stock                                                                                       1,428
Amortization of SBIP stock awards                        3,291                                                 2,899
Distribution of  ESOP stock                                                                                       87
Cash dividends declared on common stock                                                                      (19,627)
Common stock acquired, at cost                                                             (20,417)          (20,417)
                                                    ----------       --------------    -----------     -------------
Balance at June 30, 2001                            $  (12,417)       $   (4,535)      $  (361,266)     $    606,993
                                                    ==========       ==============    ===========     =============
</TABLE>

(1)  Disclosure of reclassification amount, net of tax, for the six months ended
     June 30, 2001:

<TABLE>
<CAPTION>

<S>                                                                                      <C>
  Net unrealized appreciation arising during the period, net of tax                      $12,101
  Less:  Reclassification adjustment for net gains included in net income, net of tax        710
                                                                                         -------
  Net unrealized gain on securities, net of tax                                          $11,391
                                                                                         =======
(2)  The deferred tax expense relating to the net unrealized appreciation
     arising during the six months ended June 30, 2001 was $8.3 million.

(3)  Disclosure of total comprehensive income at June 30, 2000:

  Net income for the six months ended June 30, 2000                                      $48,526
  Other comprehensive loss, net of tax:
    Net unrealized loss on securities, net of reclassification adjustment                (10,665)
                                                                                         -------
  Total comprehensive income for the six months ended June 30, 2000                      $37,861
                                                                                         =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                              ROSLYN BANCORP, INC.
                     Consolidated Statements of Cash Flows
                                  (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                     For the Six Months Ended
                                                                                                             June 30,
                                                                                                  -------------------------------
                                                                                                        2001            2000
                                                                                                  ---------------   -------------
<S>                                                                                               <C>                 <C>
Cash flows from operating activities:
Net income                                                                                           $     52,312      $   48,526
Adjustments to reconcile net income to net cash provided by operating activities:
  Provision for loan losses                                                                                   100               -
  Provision for real estate owned losses                                                                        -              12
  Amortization of excess of cost over fair value of net assets acquired                                        63             268
  Depreciation and amortization                                                                             1,592           1,802
  Amortization of premiums (less than) in excess of accretion of discounts                                (12,652)          7,369
  ESOP and SBIP expense, net                                                                                4,327           3,945
  Originations of loans held-for-sale, net of sales and securitizations                                      (492)         (4,037)
  Gains on sales of loans                                                                                    (222)         (6,287)
  Net (gains) losses on securities                                                                         (1,687)         11,050
  Net gains on sales of real estate owned                                                                     (40)              -
  Gain on sales of fixed assets                                                                               (35)         (3,266)
  Income from bank owned life insurance                                                                    (3,768)         (1,004)
  Income taxes deferred and tax benefits attributable to stock plans                                        1,049             457
  Changes in assets and liabilities:
     (Increase) decrease in accrued interest receivable                                                    (1,636)            473
     Decrease (increase) in other assets                                                                       85          (4,074)
     Increase (decrease) in official checks outstanding                                                     6,367          (2,354)
     Increase (decrease) in accrued interest and dividends                                                    856            (634)
     Decrease in accrued taxes payable                                                                     (6,602)         (5,451)
     Decrease in accrued expenses and other liabilities                                                    (8,439)         (6,663)
     Net increase in deferred items                                                                          (250)         (4,105)
     Increase in other, net                                                                                    24               6
                                                                                                  ---------------   -------------
       Net cash provided by operating activities                                                           30,952          36,033
                                                                                                  ---------------   -------------
Cash flows from investing activities:
  Purchases of Federal Home Loan Bank capital stock                                                       (31,825)        (32,367)
  Proceeds from sales and repayments of securities available-for-sale                                   1,399,613         713,230
  Purchases of securities available-for-sale                                                           (2,063,113)       (113,993)
  Purchase of Bank Owned Life Insurance                                                                         -        (100,000)
  Loan originations and purchases net of principal repayments                                             171,858        (219,528)
  Proceeds from sales of loans held for investment                                                              -           9,868
  (Purchases) disposition of banking house and equipment, net                                              (2,641)            803
  Proceeds from sales of real estate owned                                                                    435               -
                                                                                                  ---------------   -------------
       Net cash (used in) provided by investing activities                                               (525,673)        258,013
                                                                                                  ---------------   -------------
Cash flows from financing activities:
  Increase (decrease) in demand deposit, money market and savings accounts                                106,104         (26,028)
  Increase (decrease) in certificates of deposit                                                          116,187         (90,092)
  Increase (decrease) in short-term borrowed funds                                                          8,670         (15,433)
  Increase (decrease) in long-term borrowed funds                                                         359,117         (48,778)
  Decrease in mortgagors' escrow and security deposits                                                       (105)         (4,484)
  Net cash used in exercise of stock options                                                               (2,843)         (5,861)
  Cash dividends paid on common stock                                                                     (19,627)        (19,123)
  Cost to repurchase treasury stock                                                                       (20,417)        (89,285)
  Cost to repurchase common stock for SERP                                                                      -            (581)
                                                                                                  ---------------   -------------
       Net cash provided by (used in) financing activities                                                547,086        (299,665)
                                                                                                  ---------------   -------------
  Net increase (decrease) in cash and cash equivalents                                                     52,365          (5,619)
  Cash and cash equivalents at beginning of period                                                         82,949          78,849
                                                                                                  ---------------   -------------
  Cash and cash equivalents at end of period                                                         $    135,314      $   73,230
                                                                                                  ===============   =============
  Supplemental disclosures of cash flow information:
  Cash paid during the period for:
     Interest on deposits and borrowed funds                                                         $    177,170      $  165,419
                                                                                                  ===============   =============
     Income taxes                                                                                    $     22,046      $   24,669
                                                                                                  ===============   =============
  Non-cash investing activities:
     Additions to real estate owned                                                                  $        391      $      340
                                                                                                  ===============   =============
</TABLE>
         See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                             ROSLYN BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of
Roslyn Bancorp, Inc. and its  wholly-owned subsidiaries (collectively, the
Company).  Roslyn Bancorp, Inc. is the holding company for The Roslyn Savings
Bank and its subsidiaries (collectively, the Bank).

The consolidated financial statements included herein reflect  all  normal
recurring  adjustments  which, in the opinion of management, are necessary to
present a fair statement of the results for the interim periods presented.  Such
adjustments are the only adjustments made to the consolidated financial
statements contained herein.    The results of operations for the three months
and/or the six months ended June 30, 2001 are not necessarily indicative of the
results of operations that may be expected for the entire year.  Certain
information and note disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission (the SEC).

When necessary, certain reclassifications have been made to prior period amounts
to conform to the current period presentation.

The consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Company's 2000 Annual Report on Form 10-K.

2.  RESTRUCTURING CHARGE

On August 28, 2000, the Company announced strategic initiatives and plans to
discontinue the residential mortgage banking business conducted through its
subsidiary, Roslyn National Mortgage Corporation (RNMC).  In connection with
this strategy, the Bank entered into a letter of intent for the sale of part of
the residential loan origination capabilities of RNMC and divestiture of its
remaining assets.

The divestiture of RNMC included, among other things, the termination of
employees, disposal of the net assets of the Company and the cancellation of
contracts.  The Company has recognized as liabilities only those items that
qualify for recognition under the consensus reached on Issue No. 94-3 by the
Emerging Issues Task Force (EITF), "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit An Activity (including Certain
Costs Incurred in a Restructuring)."

The Company has recorded all direct costs related to the RNMC divestiture as
liabilities and the total pre-tax charge of $12.0 million has been classified as
a restructuring charge in the Company's consolidated statement of income for the
year ended December 31, 2000.  As of June 30, 2001 the Company had no remaining
unpaid accrued restructuring charge balance related to the RNMC divestiture and
as of December 31, 2000 such balance was $532,000.

3.   EMPLOYEE STOCK OWNERSHIP PLAN

For the three months ended June 30, 2001 and 2000, compensation expense
attributable to the ESOP was $732,000 and $490,000, respectively.  For the six
months ended June 30, 2001 and 2000, such expense was $1.4 million and $973,000,
respectively. In connection with the merger with T R Financial Corp. on February
16, 1999, the associated merger related costs included a $24.6 million charge
relating to the allocation of ESOP shares to the former employees of T R
Financial Corp.  This transaction represented a non-cash charge to equity, as
the shares were acquired by the former T R Financial Corp. at its initial public
offering.  At June 30, 2001,

                                       5
<PAGE>

$212,000 of merger related costs pertaining to the termination of the T R
Financial Corp. ESOP remains in other liabilities in the accompanying
consolidated statements of financial condition.

4.  NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued Statements
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." These Statements will
change the accounting for business combinations and goodwill in two ways.
First, SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001.  Second, SFAS No. 142
changes the accounting for goodwill, including goodwill recorded in past
business combinations. The previous accounting principles governing goodwill
generated from a business combination will cease upon adoption of SFAS No. 142.
The adoption of SFAS Nos. 141 and 142 will not materially effect the Company's
statements of financial condition and results of operations. SFAS Nos. 141 and
142 will become effective on July 1, 2001 and January 1, 2002, respectively, for
the Company.

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities."  This
Statement replaces SFAS No. 125.  SFAS No. 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000,
which disclosures have been incorporated into our consolidated financial
statements.  There was no material impact on the Company's financial condition
or results of operations upon adoption of SFAS No. 140.

In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" - an amendment of FASB Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities."  This
statement amends and supersedes certain paragraphs of SFAS No. 133.  The
effective date for SFAS No. 138 is for fiscal years beginning after June 15,
2000.  SFAS Nos. 138 and 133 apply to quarterly and annual financial statements.
There was no material impact on the Company's financial condition or results of
operations upon adoption of SFAS Nos. 138 and 133.

5.  RECENT DEVELOPMENTS

On July 26, 2001, the Company announced that the Company's Board of Directors
declared a three-for-two stock split in the form of a stock dividend, payable on
August 22, 2001. Shareholders will receive one additional share for every two
shares held at the record date, August 6, 2001. Share and per share data
contained in the consolidated financial statements have been adjusted to give
effect to the three-for-two stock split.

On July 26, 2001, the Company announced that the Company's Board of Directors
approved the Company's eighth stock repurchase plan. The plan authorizes the
purchase of up to 10% of its outstanding common stock, or approximately 8.9
million shares, as adjusted to reflect the aforementioned three-for-two stock
split.

On May 23, 2001, the Company announced that the Company's Board of Directors
declared a quarterly dividend of $0.17 per common share. The dividend was paid
on June 15, 2001 to shareholders of record as of June 4, 2001.

                                       6
<PAGE>

6.  DEBT, EQUITY, MORTGAGE-BACKED AND MORTGAGE RELATED SECURITIES, NET

The following table sets forth certain information regarding amortized cost and
estimated fair values of debt, equity, mortgage-backed and mortgage related
securities, net, of the Company at June 30, 2001 and December 31, 2000:

<TABLE>
<CAPTION>
                                                                June 30, 2001                 December 31, 2000
                                                       --------------------------------------------------------------
                                                                          Estimated                       Estimated
                                                          Amortized          Fair         Amortized          Fair
                                                             Cost           Value            Cost           Value
                                                       -------------    ------------   -------------    -------------
<S>                                                      <C>             <C>             <C>             <C>
                                                                                (In thousands)
Available-for-sale:
 Debt securities:
  United States Government - direct and
   guaranteed, net                                        $    16,005     $    16,108     $    41,055     $    41,328
  United States Government agencies, net                      286,328         288,005         666,285         665,551
  State, county and municipal, net                              4,467           4,656           4,463           4,865
                                                          -----------    ------------    ------------     -----------
   Total debt securities, net                                 306,800         308,769         711,803         711,744
                                                          -----------    ------------    ------------     -----------
 Equity securities:
  Preferred and common stock                                  171,384         155,234         201,721         183,044
  Trust preferreds, net                                       249,563         227,600         218,951         182,385
  Other                                                         9,050           8,795           9,040           9,538
                                                          -----------    ------------    ------------     -----------
   Total equity securities, net                               429,997         391,629         429,712         374,967
                                                          -----------    ------------    ------------     -----------
   Total debt and equity securities, net                      736,797         700,398       1,141,515       1,086,711
                                                          -----------    ------------    ------------     -----------

 Mortgage-backed and mortgage related securities,
  net:
  FNMA pass-through securities, net                           210,715         211,113         140,561         141,301
  GNMA pass-through securities, net                           461,614         459,502         543,227         545,528
  FHLMC pass-through securities, net                          122,304         126,748         140,187         143,851
  GNMA adjustable-rate mortgage pass-through
   securities, net                                            168,100         170,760         175,253         177,281
  Whole loan private collateralized mortgage
     obligations, net                                         936,117         930,686         227,450         227,107
  Agency collateralized mortgage obligations, net           1,295,530       1,272,969         885,145         854,915
                                                          -----------    ------------    ------------     -----------
   Total mortgage-backed and mortgage related
     securities, net                                        3,194,380       3,171,778       2,111,823       2,089,983
                                                          -----------    ------------    ------------     -----------
   Total securities available-for-sale, net               $ 3,931,177     $ 3,872,176     $ 3,253,338     $ 3,176,694
                                                          ===========    ============    ============     ===========
</TABLE>

                                       7
<PAGE>

7.    LOANS RECEIVABLE, NET

      Loans receivable, net, at June 30, 2001 and December 31, 2000 consist of
      the following:

<TABLE>
<CAPTION>
                                                              June 30, 2001               December 31, 2000
                                                           --------------------          ---------------------
                                                                             (In thousands)
<S>                                                        <C>                            <C>
Loans held-for-sale:
  One- to four-family loans                                 $              1,519          $                  -
  Student loans                                                               17                           822
                                                            --------------------          --------------------
     Total loans held-for-sale                              $              1,536          $                822
                                                            ====================          ====================
Loans receivable held for investment, net:
 Real estate loans:
  One -to four-family                                       $          2,733,834          $          3,046,228
  Multi-family                                                           129,868                       102,824
  Commercial                                                             575,524                       523,028
  Construction and development                                           183,581                       138,205
                                                            --------------------          --------------------
     Total real estate loans                                           3,622,807                     3,810,285
  Net unamortized discount and deferred income                            (1,924)                       (2,364)
  Net deferred loan origination costs                                     17,731                        20,291
                                                            --------------------          --------------------
     Total real estate loans, net                                      3,638,614                     3,828,212

Consumer and other loans, net:
  Consumer and other                                                      52,456                        38,173
  Home equity and second mortgage                                        163,295                       153,239
  Automobile leases                                                       58,331                        65,627
                                                            --------------------          --------------------
     Total consumer and other loans                                      274,082                       257,039
  Net deferred loan origination costs                                      1,696                         1,605
                                                            --------------------          --------------------
     Total consumer and other loans, net                                 275,778                       258,644
                                                            --------------------          --------------------
Allowance for loan losses                                                (40,159)                      (40,524)
                                                            --------------------          --------------------
     Loans receivable held for investment, net              $          3,874,233          $          4,046,332
                                                            ====================          ====================
</TABLE>

                                       8
<PAGE>

8.   ASSET QUALITY

The following table sets forth information regarding non-accrual loans and real
estate owned, net, at the dates indicated.  It is the Bank's general policy to
discontinue accruing interest on all loans which are more than 90 days past due,
or when, in the opinion of management, such suspension is warranted.  When a
loan is placed on non-accrual status, the Bank ceases the accrual of interest
owed and previously accrued interest is charged against interest income.  Loans
are generally returned to accrual status when the loan delinquency status is
less than 90 days past due and the Bank has reasonable assurance that the loan
will be fully collectible.

<TABLE>
<CAPTION>
                                                                             At June 30, 2001           At December 31, 2000
                                                                       -------------------------     ------------------------
                                                                                            (In thousands)
Non-accrual loans:
<S>                                                                      <C>                          <C>
  One- to four-family                                                       $              4,761        $               5,836
  Commercial real estate                                                                     190                          830
  Home equity                                                                                325                           74
  Consumer                                                                                    51                           17
                                                                            --------------------        ---------------------
     Total non-accrual loans                                                               5,327                        6,757
Loans contractually past due 90 days or more and still accruing (1)                        4,202                        3,023
                                                                            --------------------        ---------------------
     Total non-performing loans                                                            9,529                        9,780
Real estate owned, net of allowance                                                          289                          293
                                                                            --------------------        ---------------------
     Total non-performing assets                                            $              9,818        $              10,073
                                                                            ====================        =====================

Allowance for loan losses as a percent of loans (2)                                         1.03%                        0.99%

Allowance for loan losses as a percent of total
  non-performing loans                                                                    421.44%                      414.36%

Non-performing loans as a percent of loans (2)                                              0.24%                        0.24%

Non-performing assets as a percent of total assets                                          0.12%                        0.13%
</TABLE>

(1) Amounts shown are comprised of U.S. Government guaranteed loans.
(2) Loans include loans receivable held for investment, net, excluding the
    allowance for loan losses.

Loans in arrears three months or more were as follows at:

<TABLE>
<CAPTION>
                                                 Amount                Percent of Loans
                                               ----------              ----------------
                                          (Dollars in thousands)
<S>                                        <C>                        <C>
 June 30, 2001                                   $ 9,529                     0.24%
                                                 -------                     ----
 December 31, 2000                               $ 9,780                     0.24%
                                                 -------                     ----
 December 31, 1999                               $18,963                     0.49%
                                                 -------                     ----
</TABLE>

                                       9
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Roslyn Bancorp, Inc. is a savings and loan holding company regulated by the
Office of Thrift Supervision.  The primary operating subsidiary of Roslyn
Bancorp, Inc. is The Roslyn Savings Bank, a New York State chartered stock
savings bank, and its subsidiaries (collectively, the Bank).  While the
following discussion of financial condition and results of operations includes
the collective results of Roslyn Bancorp, Inc. and its subsidiaries
(collectively, the Company), this discussion principally reflects the Bank's
activities.

Comparison of Financial Condition at June 30, 2001 and December 31, 2000

Total assets at June 30, 2001 were $8.27 billion, an increase of $608.4 million,
or 7.9%, from $7.66 billion at December 31, 2000.  This increase primarily was
due to an increase in the mortgage-backed and mortgage related securities
portfolio, partially offset by a decrease in the debt and equity securities
portfolio and total loans, net. Mortgage-backed and mortgage related securities
increased $1.08 billion, or 51.8%, from $2.09 billion at December 31, 2000 to
$3.17 billion at June 30, 2001.  The increase in these securities was primarily
due to management's strategy of deploying proceeds from deposits, borrowings and
principal repayments on loans and debt securities into mortgage-backed and
mortgage related securities.  Debt and equity securities, net, decreased $386.3
million, or 35.5%, to $700.4 million at June 30, 2001, as compared to $1.09
billion at December 31, 2000.  Total loans, net of unearned income, decreased
$171.8 million, or 4.2%, to $3.92 billion at June 30, 2001, as compared to $4.09
billion at December 31, 2000.  The decrease in total loans, net of unearned
income, is primarily due to principal repayments and sales of loans of $466.1
million for the six months ended June 30, 2001, offset by loan originations of
$294.1 million for the six months ended June 30, 2001.

Total liabilities at June 30, 2001 were $7.67 billion, an increase of $582.1
million, or 8.2%, from $7.08 billion at December 31, 2000.  The increase in
total liabilities principally was due to an increase in total deposits and
borrowed funds.  Total deposits increased $222.3 million, or 5.5%, from $4.08
billion at December 31, 2000 to $4.30 billion at June 30, 2001.  The increase in
total deposits partially reflects the Bank's continued emphasis on attracting
core deposits through new product offerings and de novo branches. Core deposits
increased $106.1 million, or 7.4%, from $1.43 billion at December 31, 2000 to
$1.54 billion at June 30, 2001. Certificates of deposit also increased $116.2
million, or 4.4%, from $2.65 billion at December 31, 2000 to $2.76 billion at
June 30, 2001. Borrowed funds increased $367.8 million, or 12.9%, from $2.86
billion at December 31, 2000 to $3.22 billion at June 30, 2001. The Company
utilizes borrowings, primarily in the form of Federal Home Loan Bank (FHLB)
borrowings, to fund and sustain asset growth.

Total stockholders' equity increased $26.3 million, or 4.5%, to $607.0 million
at June 30, 2001 from $580.7 million at December 31, 2000.  The increase was due
to net income for the six months ended June 30, 2001 of $52.3 million, the
effect of the distribution of ESOP stock of $87,000, amortization of unallocated
and unearned shares of common stock held by the Company's stock-related benefit
plans of $4.3 million and a decrease of $11.4 million in the net unrealized loss
on securities available-for-sale from December 31, 2000. Items that offset these
increases were dividends paid of $19.6 million, the $1.8 million effect of stock
options exercised for the six months ended June 30, 2001 and the purchase of
$20.4 million of treasury stock.

                                       10
<PAGE>

Analysis of Net Interest Income

Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities.  Net interest income depends
upon the volume of average interest-earning assets and average interest-bearing
liabilities and the interest rates earned or paid on them.

The following table sets forth certain information regarding the Company's
consolidated average statements of financial condition and the Company's average
yields on interest-earning assets and average costs of interest-bearing
liabilities for the periods indicated.  Such yields and costs are derived by
dividing income or expense, annualized, by the average balance of interest-
earning assets or interest-bearing liabilities, respectively.  Average balances
are derived from average daily balances and include non-performing loans.  The
yields and costs include fees that are considered adjustments to yields and
costs.

<TABLE>
<CAPTION>
                                                                        For the Three Months Ended June 30,
                                                   ---------------------------------------------------------------------------
                                                                  2001                                    2000
                                                   -------------------------------------   -----------------------------------
                                                                                Average                                Average
                                                      Average                   Yield/        Average                  Yield/
                                                      Balance      Interest      Cost         Balance      Interest     Cost
                                                   -----------   -----------   ---------   -----------   -----------  --------
                                                                             (Dollars in thousands)
<S>                                                <C>           <C>            <C>        <C>            <C>         <C>
Assets:

Interest-earning assets:
   Federal funds sold and short-term deposits      $    42,990   $      459      4.27%     $    25,449   $      387       6.08%
   Debt and equity securities, net                   1,023,252       20,662      8.08          832,497       15,731       7.56
   Mortgage-backed and mortgage
     related securities, net                         2,879,049       47,221      6.56        2,399,465       41,264       6.88
   Real estate loans, net                            3,678,588       69,654      7.57        3,768,590       70,210       7.45
   Consumer and other loans, net                       295,923        5,628      7.61          245,576        5,000       8.14
                                                   -----------   ----------                -----------   ----------
          Total interest-earning assets              7,919,802      143,624      7.25        7,271,577      132,592       7.29
                                                                 ----------                              ----------
Non-interest-earning assets (1)                        241,698                                 119,811
                                                   -----------                             -----------
Total assets                                       $ 8,161,500                             $ 7,391,388
                                                   ===========                             ===========

Liabilities and Stockholders' Equity:

Interest-bearing liabilities:
   Money market accounts                           $   281,538        2,514      3.57      $   241,699        2,613       4.32
   Savings accounts                                    880,664        3,874      1.76          939,675        4,453       1.90
   Super NOW and NOW accounts                          210,711          803      1.52          164,426          771       1.88
   Certificates of deposit                           2,768,135       38,807      5.61        2,530,856       34,765       5.49
                                                   -----------   ----------                -----------   ----------
          Total interest-bearing deposits            4,141,048       45,998      4.44        3,876,656       42,602       4.40
   Borrowed funds                                    3,157,087       43,749      5.54        2,675,706       39,725       5.94
                                                   -----------   ----------                -----------   ----------
          Total interest-bearing liabilities         7,298,135       89,747      4.92        6,552,362       82,327       5.03
                                                                 ----------                              ----------
Non-interest-bearing liabilities                       255,007                                 272,880
                                                   -----------                             -----------
Total liabilities                                    7,553,142                               6,825,242
Stockholders' equity                                   608,358                                 566,146
                                                   -----------                             -----------
Total liabilities and stockholders' equity         $ 8,161,500                             $ 7,391,388
                                                   ===========                             ===========

Net interest income/interest rate spread (2)                     $   53,877      2.33%                   $   50,265       2.26%
                                                                 ==========   =======                    ==========    =======
Net interest margin (2)                                                          2.72%                                    2.77%
                                                                              =======                                  =======
Ratio of interest-earning assets to
  interest-bearing liabilities                                                 108.52%                                  110.98%
                                                                              =======                                  =======
</TABLE>
----------------------
(1) Included in non-interest-earning assets for the three months ended June 30,
    2001 and 2000 is Bank Owned Life Insurance (BOLI) with an average balance of
    $107.3 million and $56.2 million, respectively, and income of $1.9 million
    and $1.0 million, respectively. The result of reclassifying the BOLI asset
    into interest-earning assets and the associated income from other income to
    interest income for the three months ending June 30, 2001 and 2000 on the
    net interest rate spread, net interest margin and the ratio of interest-
    earning assets to interest-bearing liabilities would be 2.33%, 2.78% and
    109.99%, respectively, and 2.26%, 2.80% and 111.83%, respectively.

(2) On a tax equivalent basis, inclusive of BOLI, the net interest rate spread
    and the net interest margin for the three months ended June 30, 2001 and
    2000 were 2.55% and 3.00%, and 2.41% and 2.95%, respectively.

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                         For the Six Months Ended June 30,
                                                   ---------------------------------------------------------------------------
                                                                     2001                                    2000
                                                   -------------------------------------   -----------------------------------
                                                                                Average                                Average
                                                      Average                   Yield/        Average                  Yield/
                                                      Balance      Interest      Cost         Balance      Interest     Cost
                                                   -----------   -----------  ----------   -----------   -----------  --------
                                                                             (Dollars in thousands)
<S>                                                <C>           <C>           <C>          <C>          <C>         <C>
Assets:

Interest-earning assets:
   Federal funds sold and short-term deposits      $    35,694   $      858      4.81%     $    21,057   $      620       5.89%
   Debt and equity securities, net                   1,033,912       42,040      8.13          823,993       30,216       7.33
   Mortgage-backed and mortgage
     related securities, net                         2,620,895       87,592      6.68        2,590,382       88,844       6.86
   Real estate loans, net                            3,727,727      141,101      7.57        3,714,189      138,514       7.46
   Consumer and other loans, net                       290,782       11,498      7.91          245,729        9,872       8.03
                                                   -----------   ----------                -----------   ----------
          Total interest-earning assets              7,709,010      283,089      7.34        7,395,350      268,066       7.25
                                                                 ----------                              ----------
Non-interest-earning assets (1)                        239,187                                  85,618
                                                   -----------                             -----------
Total assets                                       $ 7,948,197                             $ 7,480,968
                                                   ===========                             ===========

Liabilities and Stockholders' Equity:

Interest-bearing liabilities:
   Money market accounts                           $   272,302        5,228      3.84      $   241,491        5,149       4.26
   Savings accounts                                    876,425        7,750      1.77          948,956        9,105       1.92
   Super NOW and NOW accounts                          204,198        1,624      1.59          153,471        1,461       1.90
   Certificates of deposit                           2,727,065       77,749      5.70        2,553,249       69,311       5.43
                                                   -----------   ----------                -----------   ----------
          Total interest-bearing deposits            4,079,990       92,351      4.53        3,897,167       85,026       4.36
   Borrowed funds                                    3,010,316       85,675      5.69        2,718,424       79,759       5.87
                                                   -----------   ----------                -----------   ----------
          Total interest-bearing liabilities         7,090,306      178,026      5.02        6,615,591      164,785       4.98
                                                                 ----------                              ----------
Non-interest-bearing liabilities                       252,595                                 278,450
                                                   -----------                             -----------
Total liabilities                                    7,342,901                               6,894,041
Stockholders' equity                                   605,296                                 586,927
                                                   -----------                             -----------
Total liabilities and stockholders' equity         $ 7,948,197                             $ 7,480,968
                                                   ===========                             ===========

Net interest income/interest rate spread (2)                     $  105,063      2.32%                   $  103,281       2.27%
                                                                 ==========   =======                    ==========   ========

Net interest margin (2)                                                          2.73%                                    2.79%
                                                                              =======                                 ========
Ratio of interest-earning assets to
  interest-bearing liabilities                                                 108.73%                                  111.79%
                                                                              =======                                 ========
</TABLE>
----------------------
(1) Included in non-interest-earning assets for the six months ended June 30,
    2001 and 2000 is BOLI with an average balance of $106.3 million and $28.1
    million, respectively, and income of $3.8 million and $1.0 million,
    respectively. The result of reclassifying the BOLI asset into interest-
    earning assets and the associated income from other income to interest
    income for the six months ending June 30, 2001 and 2000 on the net
    interest rate spread, net interest margin and the ratio of interest-earning
    assets to interest-bearing liabilities would be 2.32%, 2.79% and 110.23%,
    respectively, and 2.27%, 2.81% and 112.21%, respectively.

(2) On a tax equivalent basis, inclusive of BOLI, the net interest rate spread
    and the net interest margin for the six months ended June 30, 2001 and 2000
    were 2.55% and 3.01%, and 2.40% and 2.94%, respectively.

                                       12
<PAGE>

Comparison of Operating Results for the Three Months Ended June 30, 2001 and
2000

General

The Company reported net income of $27.0 million, or basic and diluted earnings
per share of $0.31, for the quarter ended June 30, 2001, compared to $25.0
million, or basic and diluted earnings per share of $0.26, for the comparable
prior year period.  Earnings per share data for the three months ended June 30,
2001 and 2000 has been adjusted to reflect a 3-for-2 stock split.

For three months ended June 30, 2001 net income includes an extraordinary item,
net of tax, of $2.4 million relating to prepayment penalties incurred on debt
extinguishment. The extraordinary item relates to the loss, net of tax, incurred
on the restructuring of $136.5 million of reverse-repurchase agreements with a
weighted average cost of 6.41 %.

Interest Income

Interest income for the quarter ended June 30, 2001 increased $11.0 million, or
8.3%, to $143.6 million from $132.6 million for the quarter ended June 30, 2000.
This increase was primarily the result of an increase in average interest-
earning assets of $648.2 million to $7.92 billion for the quarter ended June 30,
2001 as compared to $7.27 billion in the comparable quarter of 2000.  This
increase in average balance was partially offset by a decrease in the average
yield on total interest-earning assets from 7.29% for the quarter ended June 30,
2000 to 7.25% for the 2001 comparable quarter.  The increase in average
interest-earning assets from the June 30, 2000 period was attributable to a
$479.6 million increase in average balance of mortgage-backed and mortgage
related securities, net, the increase in average balance of debt and equity
securities, net, of $190.8 million and the increase in average balance of
consumer and other loans, net, of $50.3 million.  Partially offsetting these
increases was a decrease in the average balance of real estate loans, net, of
$90.0 million from the June 30, 2000 period.

Interest income on mortgage-backed and mortgage related securities, net,
increased $5.9 million, or 14.4%, to $47.2 million for the three months ended
June 30, 2001 from $41.3 million for the same period in 2000. The increase was
principally the result of an increase in the average balance of mortgage-backed
and mortgage related securities, net, from $2.40 billion for the three months
ended June 30, 2000 to $2.88 billion for the three months ended June 30, 2001.
This increase in average balance primarily was due to management's strategy of
investing the proceeds received from the increased borrowings and deposit
liabilities.  The increase in the average balance was offset by a decrease in
the average yield on mortgage-backed and mortgage related securities, net, of 32
basis points from 6.88% for the three months ended June 30, 2000 to 6.56% for
the three months ended June 30, 2001.

Interest income on real estate loans, net, decreased $556,000, or 0.8%, to $69.7
million for the three months ended June 30, 2001 from $70.2 million for the same
period in 2000.  The decrease was a result of the decrease in the average
balance of real estate loans, net, outstanding from $3.77 billion for the
quarter ended June 30, 2000 to $3.68 billion for the quarter ended June 30,
2001.  The decrease in average balance was due to a net decrease in one-to four-
family loans of $422.3 million, partially offset by a $175.5 million net
increase in multi-family, construction and commercial real estate loans over the
12 month period following June 30, 2000.  The decrease was also offset by a 12
basis point increase in the average yield on real estate loans from 7.45% for
the three months ended June 30, 2000 to 7.57% for the same period in 2001.  The
increase in the yield was principally due to the effect of the recent change in
the portfolio mix toward higher yielding commercial real estate, construction
and development and multi-family loans.

Interest income on debt and equity securities, net, increased $5.0 million, or
31.3%, to $20.7 million for the three months ended June 30, 2001 from $15.7
million for the same period in 2000.  The increase was the result, in part, of
an increase in the average balance of debt and equity securities, net, of $190.8
million, or 22.9%, from $832.5 million for the three months ended June 30, 2000
to $1.02 billion for the three months ended June 30, 2001. In

                                       13
<PAGE>

addition to the increase in the average balance of debt and equity securities,
net, the average yield on such securities increased 52 basis points from 7.56%
for the quarter ended June 30, 2000 to 8.08% for the same period in 2001.

Interest income on consumer and other loans, net, increased $628,000, or 12.6%,
to $5.6 million for the three months ended June 30, 2001 from $5.0 million for
the same period in 2000. This increase relates to a $50.3 million, or 20.5%,
increase in the average balance of consumer and other loans, net, outstanding
from $245.6 million for the three months ended June 30, 2000 to $295.9 million
for the three months ended June 30, 2001. This increase was partially offset by
the 53 basis point decrease in the average yield on consumer and other loans,
net, from 8.14% for the three months ended June 30, 2000 to 7.61% for the same
period in 2001.  The decrease in average yield was principally due to downward
repricing of consumer loan products during the declining interest rate
environment during 2001.

Interest Expense

Interest expense for the three months ended June 30, 2001 was $89.7 million,
compared to $82.3 million for the three months ended June 30, 2000, an increase
of $7.4 million, or 9.0%.  The increase in interest expense was the result of a
$745.8 million, or 11.4%, increase in the average balance of interest-bearing
liabilities from $6.55 billion for the quarter ended June 30, 2000 to $7.30
billion for the quarter ended June 30, 2001. The increase was offset by an 11
basis point decrease in the average cost of interest-bearing liabilities during
the same period.  The increase in interest-bearing liabilities reflects a $264.4
million increase in the average balance of interest-bearing deposits and a
$481.4 million increase in the average balance of borrowed funds as compared to
the prior year quarter.

Interest expense on interest-bearing deposits for the three months ended June
30, 2001 increased $3.4 million, or 8.0%, to $46.0 million from $42.6 million
for the corresponding 2000 period.  This increase was primarily due to a 4 basis
point increase in the rate paid on interest-bearing deposits from 4.40% for the
three months ended June 30, 2000 to 4.44% for the corresponding period in 2001.
Contributing to this increase was a $39.8 million increase in average balance of
money market accounts, an increase in the average balance of Super NOW and NOW
accounts of $46.3 million and an increase in the average balance of certificates
of deposits of $237.3 million for the three months ended June 30, 2001 from the
corresponding period in 2000.  Partially offsetting these increases was a
decrease in the average balance of savings accounts of $59.0 million.  The
increase in average money market, Super NOW and NOW accounts and certificates of
deposits principally was achieved by introducing new deposit products and the
Company's de novo branching strategy.

The average balance of borrowed funds increased $481.4 million, or 18.0%, from
$2.68 billion for the three months ended June 30, 2000 to $3.16 billion for the
three months ended June 30, 2001.  This increase, combined with a 40 basis point
decrease in the average cost, resulted in a $4.0 million, or 10.1%, increase in
interest expense on borrowed funds, from $39.7 million for the quarter ended
June 30, 2000 to $43.7 million for the quarter ended June 30, 2001.

Net Interest Income

Net interest income before provision for loan losses was $53.9 million for the
three months ended June 30, 2001, as compared to $50.3 million for the three
months ended June 30, 2000, an increase of $3.6 million, or 7.2%. The increase
in net interest income reflects the impact of the widening interest rate spread
experienced during three months ended June 30, 2001 from the prior year quarter.
The interest rate spread and margin for the three months ended June 30, 2001 was
2.33% and 2.72%, respectively, and 2.26% and 2.77%, respectively, for the same
period in 2000.

Provision for Loan Losses

The Company had a provision for loan losses for the three months ended June 30,
2001 of $100,000. The Company had no provision for loan losses for the three
months ended June 30, 2000.   The provision for loan losses for the three months
ended June 30, 2001, and the lack of a provision for the three months ended June
30, 2000, reflects

                                       14
<PAGE>

management's qualitative and quantitative assessment of the loan portfolio, net
charge-offs and prospects for collection of delinquent loans. At June 30, 2001
and December 31, 2000 the allowance for loan losses amounted to $40.2 million
and $40.5 million, respectively. The ratio of such allowance to total non-
performing loans was 421.44% at June 30, 2001, as compared to 414.36% at
December 31, 2000.

The Company's formalized process for assessing the adequacy of the allowance for
loan losses, and the resultant need, if any, for periodic provisions to the
allowance charged to income, entails both individual loan analyses and loan pool
analyses. The individual loan analyses are periodically performed on
individually significant loans, or when otherwise deemed necessary, and
primarily encompass multi-family, commercial real estate and construction and
development loans. The result of these analyses is the allocation of the overall
allowance to specific allowances for individual loans considered impaired and
non-impaired.

The loan pool analyses are performed on the balance of the Company's loan
portfolio, primarily consisting of one- to four-family residential and consumer
loans. The pools consist of aggregations of homogeneous loans having similar
credit risk characteristics.  Examples of pools defined by the Company for this
purpose are Company-originated, fixed-rate residential loans; Company-
originated, adjustable-rate residential loans; purchased fixed-rate residential
loans; outside-serviced residential loans; residential second mortgage loans;
participations in conventional first mortgage loans; residential construction
loans; commercial construction loans, etc.  For each such defined pool there is
a set of sub-pools based upon delinquency status, including: current, 30-59
days, 60-89 days, 90-119 days and 120+ days (the latter two sub-pools are
considered to be "classified" by the Company).  For each sub-pool, the Company
has developed a range of allowances necessary to adequately provide for probable
losses inherent in that pool of loans.  These ranges are based upon a number of
factors including the risk characteristics of the pool, actual loss and
migration experience, expected loss and migration experience considering current
economic conditions, industry norms and the relative seasoning of the pool. The
ranges of allowance developed by the Company are applied to the outstanding
principal balance of the loans in each sub-pool; as a result, further specific
and general allocations of the overall allowance are made (the allocations for
the classified sub-pools are considered specific and the allocations for the
non-classified sub-pools are considered general).

The Company's overall allowance also contains an unallocated amount which is
supplemental to the results of the aforementioned process and takes into
consideration known and expected trends that are likely to affect the
creditworthiness of the loan portfolio as a whole, such as national and local
economic conditions, unemployment conditions in the local lending area and the
timeliness of court foreclosures proceedings in the Company's lending areas.
Management continues to believe the Company's reported allowance for loan losses
is both appropriate in the circumstances and adequate to provide for estimated
probable losses inherent in the loan portfolio.

Non-Interest Income

Non-interest income increased $1.0 million, or 15.3%, from $6.6 million for the
quarter ended June 30, 2000 to $7.6 million for the same quarter in 2001.  The
increase reflects the decrease in the net loss on securities of $5.0 million
from the prior year quarter of $3.3 million to a net gain on securities of $1.7
million in the current year quarter.  The decrease in the net loss on securities
was partially offset by a decrease in other non-interest income relating to the
second quarter 2000 $3.3 million gain on the sale of the former T R Financial
Corp. headquarters in Garden City, New York.  The decrease in other non-interest
income was also attributable to a $3.5 million decrease in mortgage banking
operations income resulting from the divestiture of RNMC. Additionally, non-
interest income increased due to an increase in fees and service charges of $1.5
million during the quarter ended June 30, 2001. The increase in fees and service
charges was attributable to a rise in fee income and service charges, reflecting
the continued success of the Bank's high performance checking campaign, as well
as increased fee income associated with the sale of alternative investment
products.  In addition, an increase in BOLI income of $900,000 was recorded
during the current year quarter reflecting a full quarter of BOLI income, or
$1.9 million, as compared to a partial quarter, or $1.0 million of BOLI income
recorded during the June 2000 quarter.

                                       15
<PAGE>

Non-Interest Expense

Non-interest expense totaled $19.2 million for the quarter ended June 30, 2001,
as compared to $19.7 million for the same period in 2000.  This decrease in non-
interest expense of $462,000, or 2.3%, for the three months ended June 30, 2001
primarily was attributable to the divestiture of RNMC.

General and administrative expenses for the quarter ended June 30, 2001
decreased $231,000, or 1.2%, to $19.2 million from $19.5 million for the quarter
ended June 30, 2000.  The decrease in general and administrative expenses was
primarily due to the decrease in other non-interest expenses of $1.1 million and
a decrease in advertising and promotion expense of $294,000.  These decreases
were partially offset by an increase in compensation and employee benefit costs
of $905,000 and a $272,000 increase in occupancy and equipment.

The decrease in other non-interest expenses of $1.1 million was primarily due to
decreased insurance costs and professional fees, as well as decreased
operational and loan processing expenses related to the discontinuation of
residential mortgage lending operations conducted by RNMC.  The decrease in
advertising and promotion expense was due to the decrease in expense related to
the Bank's high performance checking campaign, which commenced during early
2000. The increase in compensation and employee benefit expense represents an
increase in employee benefit plan expenses and commissions expense on
alternative investment products, partially offset by a reduction in salary and
commissions concurrent with the divestiture of RNMC.  The increase in occupancy
and equipment expense relates to the operation of the de novo branches opened in
the late fourth quarter of 2000 and the Company's Jericho, New York headquarters
for a full quarter in 2001.

Income Taxes

The provision for income taxes increased $603,000, from $12.1 million recorded
during the quarter ended June 30, 2000 to $12.7 million recorded during the
quarter ended June 30, 2001.  The increase was attributable to the increase in
income before income taxes and extraordinary item of $5.0 million in the current
year quarter as compared to the same prior year quarter. Additionally, the tax
provision for the quarter ended June 30, 2001 reflects the effect of a full
quarter of the Bank's investment in BOLI.

Comparison of Operating Results for the Six Months Ended June 30, 2001 and 2000

General

The Company reported net income of $52.3 million, or basic earnings per share of
$0.60 and diluted earnings per share of $0.59, for the six months ended June 30,
2001, compared to $48.5 million, or basic earnings per share of $0.50 and
diluted earnings per share of $0.49, for the comparable prior year period.
Earnings per share data for the six months ended June 30, 2001 and 2000 has been
adjusted to reflect a 3-for-2 stock split.

The six months ended June 30, 2001 net income includes an extraordinary item,
net of tax, of $2.4 million relating to prepayment penalties incurred on debt
extinguishment. The extraordinary item relates to the loss, net of tax, incurred
on the restructuring of $136.5 million of reverse-repurchase agreements with a
weighted average cost of 6.41 %.

Interest Income

Interest income for the six months ended June 30, 2001 increased $15.0 million,
or 5.6%, to $283.1 million from $268.1 million for the six months ended June 30,
2000.  The increase was primarily the result of a 9 basis point increase in the
average yield on total interest-earning assets from 7.25% for the six months
ended June 30, 2000 to

                                       16
<PAGE>

7.34% for the 2001 comparable period. Additionally, the increase in interest
income was due to an increase in average interest-earning assets of $313.7
million to $7.71 billion for the six months ended June 30, 2001 as compared to
$7.40 billion in the comparable period of 2000. The increase in average
interest-earning assets was attributable to a $30.5 million increase in average
balance of mortgage-backed and mortgage related securities, net, an increase in
the average balance of real estate loans, net, of $13.5 million, an increase in
the average balance of debt and equity securities, net, of $209.9 million and an
increase in the average balance of consumer and other loans, net, of $45.1
million from the June 30, 2000 period.

Interest income on mortgage-backed and mortgage related securities, net,
decreased $1.2 million, or 1.4%, to $87.6 million for the six months ended June
30, 2001 from $88.8 million for the same period in 2000.  The decrease was
principally the result of a decrease in the average yield on mortgage-backed and
mortgage related securities, net, of 18 basis points from 6.86% for the six
months ended June 30, 2000 to 6.68% for the six months ended June 30, 2001. The
decrease in yield was partially offset by an increase in the average balance of
mortgage-backed and mortgage related securities, net, from $2.59 billion for the
six months ended June 30, 2000 to $2.62 billion for the six months ended June
30, 2001.

Interest income on real estate loans, net, increased $2.6 million, or 1.9%, to
$141.1 million for the six months ended June 30, 2001 from $138.5 million for
the same period in 2000. The increase was the result of a 11 basis point
increase in the average yield on real estate loans, net, from 7.46% for the six
months ended June 30, 2000 to 7.57% for the same period in 2001. The increase
was also the result of the growth in the average balance of real estate loans,
net, outstanding from $3.71 billion for the six months ended June 30, 2000 to
$3.73 billion for the six months ended June 30, 2001.  This increase was due
partially to $308.4 million in multi-family, construction and commercial real
estate loan originations over the 12 month period following June 30, 2000.

Interest income on debt and equity securities, net, increased $11.8 million, or
39.1%, to $42.0 million for the six months ended June 30, 2001 from $30.2
million for the same period in 2000.  The increase was the result, in part, of
an increase in the average balance of debt and equity securities, net, of $209.9
million, or 25.5%, from $824.0 million for the six months ended June 30, 2000 to
$1.03 billion for the six months ended June 30, 2001. In addition to the
increase in the average balance of debt and equity securities, net, the average
yield on such securities increased 80 basis points from 7.33% for the six months
ended June 30, 2000 to 8.13% for the same period in 2001.

Interest income on consumer and other loans, net, increased $1.6 million, or
16.5%, to $11.5 million for the six months ended June 30, 2001 from $9.9 million
for the same period in 2000. The increase relates to a $45.1 million, or 18.3%,
increase in the average balance of consumer and other loans, net, outstanding
from $245.7 million for the six months ended June 30, 2000 to $290.8 million for
the six months ended June 30, 2001. This increase was partially offset by a 12
basis point decrease in the average yield on consumer and other loans, net, from
8.03% for the six months ended June 30, 2000 to 7.91% for the same period in
2001.  The decrease in average yield was principally due to downward repricing
of consumer loan products during the declining interest rate environment during
2001.

Interest Expense

Interest expense for the six months ended June 30, 2001 was $178.0 million,
compared to $164.8 million for the six months ended June 30, 2000, an increase
of $13.2 million, or 8.0%.  The increase in interest expense was the result of a
4 basis point increase in the average cost of interest-bearing liabilities and
by a $474.7 million, or 7.2%, increase in the average balance of interest-
bearing liabilities from $6.62 billion for the six months ended June 30, 2000 to
$7.09 billion for the six months ended June 30, 2001.  The increase in interest-
bearing liabilities reflects a $182.8 million increase in the average balance of
interest-bearing deposits and a $291.9 million increase in the average balance
of borrowed funds as compared to the prior year six-month period.

                                       17
<PAGE>

Interest expense on interest-bearing deposits for the six months ended June 30,
2001 increased $7.4 million, or 8.6%, to $92.4 million from $85.0 million for
the corresponding 2000 period.  This increase was primarily due to a 17 basis
point increase in the rate paid on interest-bearing deposits from 4.36% for the
six months ended June 30, 2000 to 4.53% for the corresponding period in 2001.
Contributing to this increase was a $30.8 million increase in average balance of
money market accounts, an increase in the average balance of Super NOW and NOW
accounts of $50.7 million and an increase in the average balance of certificates
of deposits of $173.8 million for the six months ended June 30, 2001 from the
corresponding period in 2000.  Partially offsetting these increases was a
decrease in the average balance of savings accounts of $72.5 million.  The
increase in average money market, Super NOW and NOW accounts and certificates of
deposits principally was achieved by introducing new deposit products and
through additional deposits generated from the Company's de novo branching
strategy.

The average balance of borrowed funds increased $291.9 million, or 10.7%, from
$2.72 billion for the six months ended June 30, 2000 to $3.01 billion for the
six months ended June 30, 2001.  This increase, combined with an 18 basis point
decrease in the average cost, resulted in a $5.9 million, or 7.4%, increase in
interest expense on borrowed funds from $79.8 million for the six months ended
June 30, 2000 to $85.7 million for the six months ended June 30, 2001.

Net Interest Income

Net interest income before provision for loan losses was $105.1 million for the
six months ended June 30, 2001, as compared to $103.3 million for the six months
ended June 30, 2000, an increase of $1.8 million, or 1.7%. The increase in net
interest income reflects the impact of the lower interest rate environment
experienced during 2001, which resulted in the Company's interest-bearing
liabilities repricing downward at a faster rate than its interest-earning
assets. The interest rate spread and margin for the six months ended June 30,
2001 was 2.32% and 2.73%, respectively, and 2.27% and 2.79%, respectively, for
the same period in 2000.

Provision for Loan Losses

The Company had provision for loan losses of $100,000 for the six months ended
June 30, 2001. The Company had no provision for loan losses for the six months
ended June 30, 2000.   The provision for loan losses for the six months ended
June 30, 2001, and the lack of a provision for loan losses for the six months
ended June 30, 2000, reflects management's qualitative and quantitative
assessment of the loan portfolio, net charge-offs and prospects for collection
of delinquent loans.

Non-Interest Income

Non-interest income increased $8.9 million, or 291.9%, from $3.1 million for the
six months ended June 30, 2000 to $12.0 million for the same six-month period in
2001.  The increase reflects the decrease in the net loss on securities of $12.8
million from the corresponding prior year six-month period of $11.1 million to a
net gain on securities of $1.7 million in the current year six-month period.
The increase in non-interest income for the 2001 period principally relates to
the second quarter of 2000 $3.3 million gain on the sale of the former T R
Financial Corp. headquarters and a decrease in mortgage banking operations
income of $6.0 million due to the divestiture of RNMC in 2000. Additionally,
non-interest income increased due to an increase in fees and service charges of
$2.0 million during the six months ended June 30, 2001. The increase in fees and
service charges was attributable to a rise in fee income and service charges,
reflecting the continued success of the Bank's high performance checking
campaign, as well as increased fee income associated with the sale of
alternative investment products.  In addition, BOLI income increased $2.8
million during the current year six-month period, reflecting a full six months
of BOLI income, or $3.8 million, as compared to a partial quarter, or $1.0
million, of BOLI income recorded during the six months ended June 30, 2000.

                                       18
<PAGE>

Non-Interest Expense

Non-interest expense totaled $37.3 million for the six months ended June 30,
2001, as compared to $38.1 million for the same period in 2000, a decrease of
$765,000, or 2.0%.

General and administrative expenses for the six months ended June 30, 2001
decreased $412,000, or 1.1%, to $37.2 million from $37.7 million for the six
months ended June 30, 2000.  The decrease in general and administrative expenses
was primarily due to the decrease in other non-interest expenses of $2.3
million.  This decrease was partially offset by an increase in compensation and
employee benefit costs of $1.4 million and a $494,000 increase in occupancy and
equipment expense.

The decrease in other non-interest expenses of $2.3 million was primarily due to
decreased professional fees, as well as decreased operational and loan
processing expenses related to the discontinuation of residential mortgage
lending operations conducted by RNMC. The increase in compensation and employee
benefit expense represents an increase in employee benefit plan expenses and
commissions expense on alternative investment products, partially offset by a
reduction in salary and commissions expense concurrent with the divestiture of
RNMC.  The increase in occupancy and equipment expense relates to the full six
months of operating expenses associated with the de novo branches opened in the
late fourth quarter of 2000 and the late second quarter 2000 move of the
Company's headquarters to Jericho, New York.

Income Taxes

The provision for income taxes increased $5.2 million, from $19.8 million
recorded during the six months ended June 30, 2000 to $25.0 million recorded
during the six months ended June 30, 2001.  The increase was attributable to the
increase in income before income taxes and extraordinary item of $11.4 million
in the current six month period as compared to the same prior year period.
Additionally, the Company recorded a $2.3 million first quarter 2000 tax benefit
that related to The Roslyn Savings Foundation. The tax provision for the six
months ended June 30, 2001 reflects the effect of a full six months of the
Bank's investment in BOLI.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, reverse-repurchase
agreements, FHLB borrowings and proceeds from the principal and interest
payments on loans and securities. While maturities and scheduled amortization of
loans and securities generally are predictable sources of funds, deposit
outflows, prepayment of mortgage loans and mortgage-backed securities are
greatly influenced by general interest rates, economic conditions and
competition.

The primary investing activities of the Company are the origination of mortgage
and construction loans and the purchase of mortgage-backed, mortgage related,
debt and equity securities.  During the first six months of 2001 the Bank
originated $30.4 million of one- to four-family loans as compared to $561.2
million for the same six-month period of 2000.  This decrease was primarily due
to the divestiture of RNMC. Furthermore, during the six months ended June 30,
2001 the Bank originated $197.0 million of construction, multi-family and
commercial real estate loans as compared to $110.5 million in the comparable
2000 period.  Purchases of securities available-for-sale totaled $2.06 billion
and $114.0 million during the six months ended June 30, 2001 and 2000,
respectively. In addition to the above investing activities, the Company during
the second quarter of 2000 made a $100.0 million BOLI investment and during the
third quarter 2000 invested $25.0 million in a joint venture for the development
of a residential community in Oyster Bay, New York.

The Company closely monitors its liquidity position on a daily basis.  Excess
short-term liquidity is invested in overnight federal funds sold.  In the event
that the Bank should require funds beyond its ability to generate them
internally, additional sources of funds are available through the use of
reverse-repurchase agreements and FHLB

                                       19
<PAGE>

borrowings. At June 30, 2001 the Company had $3.22 billion in borrowings
outstanding as compared to $2.86 billion at December 31, 2000.

The Company's most liquid assets are cash and cash equivalents, short-term
securities and securities available-for-sale.  The levels of these assets are
dependent on the Company's operating, financing, lending and investment
activities during any given period.

Interest Rate Sensitivity Analysis - Management of Interest Rate Risk

The principal objectives of the Company's interest rate risk management are to
evaluate the interest rate risk inherent in certain balance sheet accounts,
determine the level of risk appropriate given the Company's business strategy,
operating environment, capital and liquidity requirements and performance
objectives, and manage the risk consistent with the Board of Directors' approved
guidelines.  Through such management, the Company seeks to reduce the
vulnerability of its operations to changes in interest rates.  The Company's
Board of Directors reviews the Company's interest rate risk position on a
monthly basis.  The Company's Board of Directors has established an
Asset/Liability Committee comprised of the Company's senior management. Senior
management is responsible for reviewing with the Board of Directors its
activities and strategies, the effect of those strategies on the Company's net
interest margin, the market value of the portfolio of investments, loans and
financial liabilities and the effect that changes in interest rates will have on
the Company's portfolio and exposure limits.

The Company has utilized the following strategies to manage interest rate risk:
(i) increasing low-cost core deposits through expanded product offerings and
branch network; (ii) focusing on higher margin business lines by expanding
construction, commercial real estate, multi-family and consumer lending and
business banking; and (iii) the utilization of borrowings and deposits to
support asset growth while maintaining market spreads.  In addition, during the
third quarter of 2000 the Company announced strategic initiatives to de-
emphasize residential mortgage lending through the divestiture of its mortgage
banking subsidiary.  Management believes that reducing its exposure to interest
rate fluctuations will enhance long-term profitability.

Interest Rate Sensitivity Analysis - Gap Analysis

The matching of assets and liabilities may be analyzed by examining the extent
to which such assets and liabilities are interest rate sensitive and by
monitoring an institution's interest rate sensitivity gap.  An asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that time period.  The interest rate
sensitivity gap is defined as the difference between the amount of interest-
earning assets maturing or repricing within a specific time period and the
amount of interest-bearing liabilities maturing or repricing within that same
time period.  At June 30, 2001, the Company's one-year gap position was negative
3.03%.  A gap is considered negative when the amount of interest rate sensitive
liabilities exceeds the amount of interest rate sensitive assets.  A gap is
considered positive when the amount of interest rate sensitive assets exceeds
the amount of interest rate sensitive liabilities.  During a period of rising
interest rates, an institution with a negative gap position would be in a worse
position to invest in higher yielding assets which, consequently, may result in
the cost of its interest-bearing liabilities increasing at a rate faster than
its yield on interest-earning assets, as opposed to if it had a positive gap.
Accordingly, during a period of falling interest rates, an institution with a
negative gap would tend to have its interest-bearing liabilities repricing
downward at a faster rate than its interest-earning assets as compared to an
institution with a positive gap which, consequently, may tend to positively
affect the growth of its net  interest income. The Company's June 30, 2001
cumulative one-year gap position reflects the classification of available-for-
sale securities within repricing periods based on their contractual maturities
adjusted for estimated callable features and prepayments, if any.  If those
available-for-sale securities at June 30, 2001 were classified within the one-
year maturity or repricing category, net interest-earning assets would have
exceeded interest-bearing liabilities maturing or repricing within the same
period by $2.17 billion, representing a positive cumulative one-year gap
position of 26.18%.  Available-for-sale securities may or may not be sold,
subject to management's discretion.  Given the Company's existing liquidity
position and its ability to sell securities from its available-for-sale
portfolio, management of the Company believes that its negative gap

                                       20
<PAGE>

position will have no material adverse effect on its liquidity position.

The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at June 30, 2001 that are anticipated
by the Company, based upon certain assumptions, to reprice or mature in each of
the future time periods shown (the Gap Table).  Except as stated, the amount of
assets and liabilities shown which reprice or mature during a particular period
was determined in accordance with the earlier of term to repricing or the
contractual maturity of the asset or liability.  The Gap Table sets forth an
approximation of the projected repricing of assets and liabilities at June 30,
2001 on the basis of contractual maturities, anticipated prepayments, callable
features and scheduled rate adjustments within a one year period and subsequent
annual time intervals.  Prepayment assumptions ranging from 6% to 32% per year
were applied to the real estate loan portfolio, dependent upon the loan type and
coupon. Mortgage-backed and mortgage related securities were assumed to prepay
at rates between 8% and 45% annually, dependent upon the security type and pass-
through rate. Prepayment and deposit decay rates can have a significant impact
on the Company's estimated gap. While the Company believes such assumptions are
reasonable, there can be no assurance that assumed prepayment and decay rates
will approximate actual future real estate loan and mortgage-backed and mortgage
related securities prepayments and deposit withdrawal activity.

In addition to the foregoing, callable features of certain assets and
liabilities may cause actual experience to vary from that indicated.  Included
in the Gap Table are $313.7 million of callable securities at their estimated
fair value, classified according to their callable date.  Of such securities,
$201.8 million have been classified in the "Up to One Year" category and $111.9
million have been classified in the "Over Five Years" category. Also included in
the Gap Table are $2.02 billion of callable borrowings, classified according to
their maturity date. If all callable borrowings at June 30, 2001 were classified
according to their first call date, the Company's one-year gap position would
have been negative 12.77%.

The Company's gap position at June 30, 2001 of negative 3.03% and at December
31, 2000 of negative 16.45%, primarily reflects the use of short-term
certificates of deposit, the effect of increased prepayments in the mortgage-
backed securities and real estate loan portfolios, as well as management's
strategy of lengthening the maturities of the Company's borrowings. The decision
to extend the maturities of the Company's borrowings was primarily based upon
the current interest rate environment.

                                       21
<PAGE>

<TABLE>
<CAPTION>

                                                                   At June 30, 2001
                                  ----------------------------------------------------------------------------------
                                                  One        Two       Three       Four         Over
                                    Up to        to Two    to Three   To Four     to Five       Five
                                   One Year      Years      Years      Years       Years        Years        Total
                                  ----------   ----------  --------  ----------  ----------   ----------  ----------
                                                                 (Dollars in thousands)
<S>                               <C>          <C>         <C>       <C>         <C>          <C>         <C>
Interest-earning assets (1):
  Federal funds sold              $   51,500   $        -  $      -     $     -  $        -   $       -   $   51,500
  Debt and equity
    securities, net (2)              197,512        3,814    12,045       3,346       6,692     584,060      807,469
  Mortgage-backed and
    mortgage related
    securities, net (2)            1,364,839      552,040   360,075     241,930     167,324     485,570    3,171,778

  Real estate loans,
    net (3)(4)                     1,037,167      670,801   520,136     406,178     310,997     685,701    3,630,980
  Consumer and other loans,
    net (3)(4)                        73,345       38,526     7,457       7,143      15,394     133,554      275,419
                                  ----------   ----------  --------  ----------  ----------   ----------  ----------
    Total interest-earning
      assets                       2,724,363    1,265,181   899,713     658,597     500,407    1,888,885   7,937,146
                                  ----------   ----------  --------  ----------  ----------   ----------  ----------
Interest-bearing liabilities:
  Money market accounts               52,170       30,972    18,912      11,898       7,727      186,895     308,574
  Savings accounts                    19,592       19,005    18,434      17,881      17,345      763,071     855,328
  Super NOW and NOW accounts           8,585        8,242     7,912       7,595       7,292      174,999     214,625
  Certificates of deposit          2,345,646      277,282    91,644      18,285      16,521       14,676   2,764,054
  Borrowed funds                     549,100      532,903   205,000      25,000     300,000    1,610,809   3,222,812
                                  ----------   ----------  --------  ----------  ----------   ----------  ----------
    Total interest-bearing
      liabilities                  2,975,093      868,404   341,902      80,659     348,885    2,750,450   7,365,393
                                  ----------   ----------  --------  ----------  ----------   ----------  ----------
  Interest sensitivity
    gap (5)                       $ (250,730)  $  396,777  $557,811  $  577,938  $  151,522   $ (861,565) $  571,753
                                  ==========   ==========  ========  ==========  ==========   ==========  ==========
  Cumulative interest
    sensitivity gap               $ (250,730)  $  146,047  $703,858  $1,281,796  $1,433,318   $  571,753
                                  ==========   ==========  ========  ==========  ==========   ==========

  Cumulative interest
    sensitivity gap as a
    percentage of total
    assets                             (3.03)%       1.77 %    8.51 %     15.49 %     17.33 %       6.91 %
  Cumulative net interest-
     earning assets as a
     percentage of cumulative
     interest-bearing liabilities      91.57 %     103.80 %  116.82 %    130.05 %    131.06 %     107.76 %
</TABLE>

(1)  Interest-earning assets are included in the period in which the balances
     are expected to be re-deployed and/or repriced as a result of anticipated
     prepayments and call dates, scheduled rate adjustments and contractual
     maturities.
(2)  Debt, equity and mortgage-backed and mortgage related securities, net are
     shown at their respective carrying values. Included in debt and equity
     securities, net, is $107.1 million of Federal Home Loan Bank stock.
(3)  For the purpose of the gap analysis, the allowance for loan losses and
     non-accrual loans have been excluded.
(4)  Loans held-for-sale are included in the "Up to One Year" category.
(5)  The interest sensitivity gap represents the difference between interest-
     earning assets and interest-bearing liabilities.

                                       22
<PAGE>

Certain shortcomings are inherent in the method of analysis presented in the
foregoing table. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets, such as adjustable-rate mortgage (ARM)
loans, have features which limit adjustments to interest rates on a short-term
basis and over the life of the asset. Further, in the event of a change in
interest rates, prepayment and early withdrawal levels may deviate significantly
from those assumed in calculating the table. Finally, the ability of borrowers
to service their ARM loans may decrease in the event of an interest rate
increase. The table reflects management's estimates as to periods to repricing
at particular points in time. Among the factors considered, management monitors
both current trends and its historical repricing experience with respect to
particular or similar products. For example, the Bank has a number of deposit
accounts, including passbook savings, Super NOW and NOW accounts and money
market accounts, which, subject to certain regulatory exceptions, may be
withdrawn at any time. The Bank, based upon its historical experience, assumes
that while all customers in these account categories could withdraw their funds
on any given day, not all will do so even if market interest rates were to
change. As a result, different assumptions may be used at different points in
time.

                                       23
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For a description of the Company's quantitative and qualitative disclosures
about market risk, see the information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations-
Interest Rate Sensitivity Analysis."

                                       24
<PAGE>

PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings

         The Company is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business.  Such
routine legal proceedings, in the aggregate, are believed by management to be
immaterial to the Company's financial condition or results of operations.

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         On May 23, 2001, the Company held its annual meeting of stockholders
for the purpose of the election of four Directors to three-year terms of office
each; approval of the Company's 2001 Stock-Based Incentive Plan; and the
ratification of the Board of Directors' appointment of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2001.  The number
of votes cast at the meeting as to each matter acted upon was as follows (vote
totals do not reflect the effect of a 3-for-2 stock split):

<TABLE>
<CAPTION>
                                                                                               Number of Votes
                                                              Number of Votes For                 Withheld
                                                          -------------------------     ---------------------------
<S>                                                         <C>                           <C>
1.  Election of Directors:
      Joseph L. Mancino                                             51,702,283                     777,582
      John M. Tsimbinos                                             51,695,478                     784,387
      James E. Swiggett                                             51,682,281                     797,584
      Robert G. Freese                                              51,683,521                     796,344
</TABLE>

The Directors whose terms continued and the years their terms expire are as
follows:

<TABLE>
<CAPTION>

    Continuing Directors:                            Year Term Expires
                                                      -----------------
      <S>                                            <C>
      John R. Bransfield, Jr.                              2002
      Thomas A. Doherty                                    2002
      Maureen E. Clancy                                    2002
      Victor C. McCuaig                                    2002
      Thomas J. Calabrese, Jr.                             2003
      Spiros J. Voutsinas                                  2003
      Leonard Genovese                                     2003
      Dr. Edwin W. Martin, Jr.                             2003
      Richard C. Webel                                     2003
</TABLE>

<TABLE>
<CAPTION>
                                                                                  Number of            Number of
                                                              Number of             Votes                Votes
                                                              Votes For            Against            Abstaining
                                                          ---------------    -----------------    -----------------
<S>                                                         <C>                <C>                  <C>
2.  Ratification of Roslyn Bancorp, Inc. 2001
    Stock-Based Incentive Plan                                49,458,875            2,669,195              351,795

</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>

                                                                                        Number of             Number of
                                                                  Number  of              Votes                 Votes
                                                                   Votes For             Against              Abstaining
                                                                ---------------     -----------------     ------------------
<S>                                                             <C>                 <C>                   <C>
3.  Ratification of appointment of KPMG LLP as
    independent auditors of the Company for the fiscal year
    ending December 31, 2001                                      51,935,369               330,481                214,015

</TABLE>

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits
               --------
          3.1  Certificate of Incorporation of Roslyn Bancorp, Inc. (1)
          3.2  Certificate of Amendment to Certificate of Incorporation of
               Roslyn Bancorp, Inc. (2)
          3.3  Third Amended and Restated Bylaws of Roslyn Bancorp, Inc. (3)
          4.1  Shareholder Protection Rights Agreement, dated as of September
               26, 2000, between Roslyn Bancorp, Inc. and Registrar and Transfer
               Company, as Rights Agent (4)
         10.1  Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan (5)
         11.0  Statement Re:  Computation of Per Share Earnings


         (b)   Reports on Form 8-K
               -------------------

               None.

1.  Incorporated by reference into this document from Exhibits filed with the
    Registration Statement on Form S-1, and any amendments thereto, Registration
    Statement No. 333-10471, filed with the Securities and Exchange Commission
    on August 20, 1996.

2.  Incorporated by reference into this document from the Exhibits to the
    Company's quarterly report on Form 10-Q, Commission File No. 0-28886, filed
    with the Securities and Exchange Commission on August 13, 1999.

3.  Incorporated by reference into this document from Exhibits to the Company's
    quarterly report on Form 10-Q, Commission file No. 0-28886, filed with the
    Securities and Exchange Commission on August 10, 2000.

4.  Incorporated by reference into this document from Exhibits to the Company's
    Form 8-A, Commission File No. 0-28886, filed with the Securities and
    Exchange Commission on September 29, 2000.

5.  Incorporated by reference into this document from the Company's proxy
    statement, Commission File No. 0-28886, filed with the Securities Exchange
    Commission on April 19, 2001.

                                       26
<PAGE>

                                 Exhibit Index
                                 -------------

11.0 Statement Re:  Computation of Per Share Earnings

                                       27
<PAGE>

                                   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 thereunto duly authorized.


                                    ROSLYN BANCORP, INC.
                                    (Registrant)



Date:       July 30, 2001           By:  /S/  Joseph L. Mancino
       -----------------------          ---------------------------------------
                                              Joseph L. Mancino
                                              Vice Chairman of the Board,
                                              President and Chief Executive
                                              Officer



Date:       July 30, 2001           By:  /S/  Michael P. Puorro
       -----------------------          ---------------------------------------
                                              Michael P. Puorro
                                              Treasurer and Chief Financial
                                              Officer

                                       28