EXHIBIT 5.

  Opinion of Thacher Proffitt & Wood, counsel for Registrant,
    as to the legality of the securities being registered

             Consent of Thacher Proffitt & Wood 














































Writer's Direct Dial
212-912-7429

                                        June 18, 1996

Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York  11421


               Re:  Haven Bancorp, Inc. 1996 Stock Incentive Plan


Dear Sirs:

     We have acted as counsel for Haven Bancorp, Inc., a Delaware
corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of
1933, as amended ("Registration Statement") with respect to 210,000
shares of its common stock, par value $.01 per share ("Shares"),
which may be issued pursuant to the Haven Bancorp, Inc. 1996 Stock
Incentive Plan ("Plan").  In rendering the opinion set forth below,
we do not express any opinion concerning law other than the federal
law of the United States and the corporate law of the States of New
York and Delaware.

     We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other
instruments as we have deemed necessary or advisable for purposes
of this opinion.  As to matters of fact, we have examined and
relied upon the Plan described above and, where we have deemed
appropriate, representations or certificates of officers of the
Corporation or public officials.  We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons and the
conformity to the originals of all documents submitted to us as
copies.

     Based on the foregoing, we are of the opinion that the Shares
which are being registered pursuant to the Registration Statement
have been duly authorized and, when issued and paid for in
accordance with the terms of the Plan, such Shares will be validly
issued, fully paid and non-assessable.

     In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing
business" or securities or "blue-sky" laws of any jurisdiction
(except federal securities law).






                                                            -2-



     This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other
person or entity is entitled to rely hereon without express written
consent.

     We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's
name therein.

                                        Very truly yours,

                                        Thacher Proffitt & Wood

                                        /s/ Lisa M. Miller
                                        __________________________
                                        By:  Lisa M. Miller