Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933

Haven Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

11-3153802
(I.R.S. Employer Identification No.)

93-22 Jamaica Avenue
Woodhaven, New York 11421
(718) 847-7041
(Address, including Zip Code, of principal executive offices)

Haven Bancorp, Inc. 1996 Stock Incentive Plan
(Full title of the Plan)

Copy to:
Phillip S. Messina Lisa M. Miller, Esq.
President and Chief Executive Officer Thacher Proffitt & Wood
Haven Bancorp, Inc. Two World Trade Center
93-22 Jamaica Avenue 39th Floor
Woodhaven, New York 11421 New York, New York 10048
(718) 847-7041 (212) 912-7400

(Name and address, including Zip Code, telephone number and area
code, of agent for service)
_______________

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Price Per Share (2) Offering Price (2) Registration Fee

Common Stock, $0.01 par value 210,000 shares $27.625 $5,451,309 $1,879.76

(1) Based on the number of shares of common stock of Haven
Bancorp, Inc. ("Haven") currently reserved for issuance under the
Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan"). In
addition to such shares, this registration statement also covers an
undetermined number of shares of common stock of Haven that, by
reason of certain events specified in the Plan, may become issuable
under the Plan or options granted thereunder.

(2) Estimated solely for purpose of calculating the registration
fee in accordance with Rule 457 of the Securities Act of 1933,
pursuant to which shares of restricted stock and shares subject to
outstanding options are deemed to be offered at the average of the
bid and ask prices of Haven common stock on the date of grant or
the prices at which such options may be exercised and shares that
may be granted as restricted stock or acquired through the exercise
of options granted in the future are deemed to be offered at
$27.625 per share, the average of the bid and ask prices of Haven
common stock at the close of the day on June 24, 1996 as reported
on the Nasdaq National Market.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not required to be filed with the Securities and Exchange
Commission (the "Commission").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.

Not required to be filed with the Commission.

NOTE: The document containing the information specified in this
Part I will be sent or given to employees as specified by Rule
428(b)(1). Such document need not be filed with the Commission
either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended
("Securities Act").

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents and information heretofore filed with
the Commission by the Registrant (File No. 000-21628) are
incorporated by reference in this registration statement:

(1) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, which was filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended ("Exchange Act");

(2) the description of the Registrant's Common Stock (the
"Common Stock") contained in the Registrant's Registration
Statement on Form S-1 filed on April 14, 1993, Registration No. 33-
61048, and any amendments thereto;

(3) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;

(4) the Registrant's Current Reports on Form 8-K, dated
January 25, 1996, as amended, filed by the Registrant pursuant to
Section 13 of the Exchange Act; and
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(5) the Haven Bancorp, Inc. Proxy Statement dated March 20,
1996 for the Annual Meeting of Shareholders held on April 24, 1996.

All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof and prior to the date of the termination of the offering of
the Common Stock offered hereby shall be deemed to be incorporated
by reference into this registration statement and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any document which
is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Haven Bancorp, Inc. will provide without charge to each person
to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such
documents). Written requests should be directed to Catherine
Califano, Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New
York 11421. Telephone requests may be directed to (718) 847-7041.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Registrant by Thacher
Proffitt & Wood, Two World Trade Center, 39th Floor, New York, New
York 10048.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended,
of the Delaware General Corporation Law ("GCL") and by the
Certificate of Incorporation of the Registrant.

Article Tenth of the Certificate of Incorporation of the Registrant
provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the
request of the Registrant as a director, officer, employee or agent
of another corporation, will be indemnified and held harmless by
the Registrant to the fullest extent authorized by the GCL. Such
indemnification shall apply whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent. Such indemnification shall
be against all expenses, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonable incurred or suffered in connection
with the proceeding. This right to indemnification includes, to
the extent permitted by the GCL, the right to be paid by the
Registrant the expenses incurred in defending any such proceeding
in advance of its final determination.

If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been
received by the Registrant, the indemnitee may at any time
thereafter bring suit against the Registrant to recover the unpaid
amount of the claim. If successful in whole or in part in any such
suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be
paid also the expenses of prosecuting (or defending) such suit. In
any such suit, it shall be a defense to the Registrant that the
indemnitee has not met any applicable standard for indemnification
set forth in the GCL. The burden of proof in any such suit shall
be on the Registrant to prove that the indemnitee is not entitled
to be indemnified.

The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right
which any person may have or hereafter acquire under any statute,
the Registrant's Bylaws, agreement, vote of stockholders,
disinterested directors, or otherwise. The Registrant maintains
directors' and officers' liability insurance coverage for all
directors and officers of Haven Bancorp, Inc. and its subsidiaries
through Aetna Casualty & Surety for one year policy terms ending
April 14, 1997.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling Haven Bancorp, Inc. pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

4.1 Haven Bancorp, Inc. 1996 Stock Incentive Plan
4.2 Forms of Option and Restricted Stock Agreements for
Employees and Directors under the Plan
4.3 Certificate of Incorporation of Haven Bancorp, Inc.,
incorporated by reference to the Registrant's Registration
Statement on Form S-1 filed on April 14, 1993, Registration
No. 33-61048, and any amendments thereto.
4.4 By-Laws of Haven Bancorp, Inc., incorporated by reference
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, which was filed with
the Commission pursuant to the Securities Exchange Act of
1934, as amended.
5. Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5
hereof).
23.2 Consent of KPMG Peat Marwick LLP.

ITEM 9. UNDERTAKINGS.

A. RULE 415 OFFERING. The undersigned Registrant hereby
undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the

securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant for expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES

Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Village of
Woodhaven, State of New York on the 28th day of June, 1996.

Haven Bancorp, Inc.
(Registrant)

/s/ Philip S. Messina
By: ________________________
Philip S. Messina
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Philip S. Messina
__________________________ President and Chief Executive Officer June 28, 1996
Phillip S. Messina (Principal Executive Officer) and Director

/s/ Catherine Califano
__________________________ Senior Vice President and Chief Financial Officer June 28, 1996
Catherine Califano (Principal Financial and Accounting Officer)

/s/ George S. Worgul
__________________________ Director and Chairman of the Board June 28, 1996
George S. Worgul

/s/ Robert L. Koop
__________________________ Director June 28, 1996
Robert L. Koop

/s/ Robert J. Webster
__________________________ Director June 28, 1996
Robert J. Webster

/s/ William J. Claffey
__________________________ Director June 28, 1996
William J. Claffey

/s/ Robert M. Sprotte
__________________________ Director June 28, 1996
Robert M. Sprotte

/s/ Joseph A. Ruggiere
__________________________ Director June 28, 1996
Joseph A. Ruggiere

/s/ Michael J. Fitzpatrick
__________________________ Director June 28, 1996
Michael J. Fitzpatrick

/s/ Robert M. Cashill
__________________________ Director June 28, 1996
Robert M. Cashill

EXHIBIT INDEX

Exhibit
Number Description

4.1 Haven Bancorp, Inc. 1996 Stock Incentive Plan
4.2 Forms of Option and Restricted Stock Agreements
for Employees and Directors under the Plan
4.3 Certificate of Incorporation of Haven Bancorp,
Inc., incorporated by reference to the
Registrant's Registration Statement on Form S-1,
filed on April 14, 1993, Registration No. 33-61048,
and any amendments thereto
4.4 By-Laws of Haven Bancorp, Inc., incorporated by
reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1995, which was filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended.
5. Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of KPMG Peat Marwick LLP.