EXPLANATORY NOTE

This registration statement includes or is deemed to include
two forms of prospectus: one to be sent or given to certain
participants (the "Employee Prospectus") in the Haven Bancorp, Inc.
1996 Stock Incentive Plan ("Plan") pursuant to Part I of Form S-8
and Rule 428(b)(1) under the Securities Act of 1933, as amended
("Securities Act"), and one to be used in connection with certain
reoffers and resales (the "Resale Prospectus") of shares of Common
Stock, par value $0.01 per share, of Haven Bancorp, Inc. by
participants in the Plan as contemplated by Instruction C to Form
S-8 under the Securities Act. The form of Employee Prospectus has
been omitted from this registration statement as permitted by Part
I of Form S-8. The form of Resale Prospectus is included herein
immediately following this page.

CROSS-REFERENCE SHEET
(Showing location of Information Requested by Form S-8)

Items Required by Part I of Form S-3

S-3 Item Prospectus Heading

1. Forepart of Registration Front Cover Page of Prospectus;
Statement and Outside Front this Cross-Reference Sheet
Cover Page of Prospectus

2. Inside Front and Outside Available Information;
Back Cover Pages of Incorporation of Certain
Prospectus Documents by Reference; Table of
Contents

3. Summary Information, Risk Available Information; Risk
Factors and Ratio of Factors
Earnings to Fixed Charges

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Determination of Offering
Price Price

6. Dilution Not Applicable

7. Selling Security Holders Selling Security Holders

8. Plan of Distribution Plan of Distribution

9. Description of Securities Not Applicable
to be Registered

10. Interests of Named Experts Legal Opinions; Experts
and Counsel
11. Material Changes Not Applicable

12. Incorporation of Certain Incorporation of Certain
Documents by Reference Documents by Reference

13. Disclosure of Commission Indemnification of Directors
Position on Indemnification and Officers
for Securities Act Liabilities

PROSPECTUS

HAVEN BANCORP, INC.

210,000 SHARES OF COMMON STOCK
($0.01 Par Value)

Offered or to be Offered by Certain Selling Shareholders
of Haven Bancorp, Inc. Following their Acquisition under
the Haven Bancorp, Inc. 1996 Stock Incentive Plan

Certain holders of Haven Bancorp, Inc. Common Stock ("Haven
Common Stock") may offer, from time to time, up to 210,000 shares
of Haven Common Stock which they acquired under the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") pursuant to the exercise of
options and the grant of restricted stock thereunder. The shares
may be sold directly by the holder to purchasers or may be given by
the holder to donees, such as members of the holder's family or
charitable organizations, and then sold by the donee to the
purchasers. Sales may occur through the facilities of the National
Association of Securities Dealers Automated Quotation ("Nasdaq")
National Market System, on which the shares are quoted, or may
occur privately.

This Prospectus relates to 210,000 authorized shares of Haven
Common Stock reserved for issuance under the Plan. In addition,
this Prospectus covers an indeterminate number of additional shares
of Haven Common Stock that, by reason of certain events specified
in the Plan, may be acquired by the selling shareholders under the
Plan through options or restricted stock granted thereunder. Such
shares are, at the date hereof, either unissued shares or are held
as treasury stock by Haven Bancorp, Inc. ("Company"). It is
suggested that this Prospectus be retained for future reference.
This Prospectus contains a discussion of material risks in
connection with the purchase of shares of the Company. See "Risk
Factors" at page 3.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS
OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS
ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF THE
FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY OTHER GOVERNMENT
AGENCY.

The date of this prospectus is June 28, 1996.

AVAILABLE INFORMATION

Haven Bancorp, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act") and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Information, as to particular dates, concerning
directors and officers, their remuneration, options granted to
them, the principal holders of Haven Common Stock, and any material
interest of such persons in transactions with Haven Bancorp, Inc.
is disclosed in proxy statements distributed to shareholders of
Haven Bancorp, Inc. and filed with the Commission. Such reports,
proxy statements, and other information can be inspected and copied
at the offices of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street N.W., Washington, D.C. 20549; at Public Reference
Facilities in the Chicago Regional Office, 500 West Madison Street,
Chicago, Illinois 60661; and at the New York Regional Office in
Five World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 at
prescribed rates. Haven Common Stock is traded in the over-the-
counter market and is quoted on the Nasdaq National Market System.
Reports, proxy material and other information concerning Haven
Bancorp, Inc. may also be inspected at the offices of the National
Association of Securities Dealers, 1735 K Street N.W., Washington
D.C. 20006-1500.

Haven Bancorp, Inc. has filed with the Commission in
Washington D.C., a Registration Statement under the Securities Act
of 1933, as amended, with respect to the securities to which this
prospectus relates. As permitted by the rules and regulations of
the Commission, this prospectus does not contain all the
information set forth in the Registration Statement, including the
exhibits thereto, which may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549, upon payment of the prescribed fees.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

There are incorporated by reference herein the Haven Bancorp,
Inc. Annual Report on Form 10-K for the year ended December 31,
1995, and the Haven Bancorp, Inc. Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed by Haven Bancorp, Inc.
pursuant to Section 13 of the Exchange Act. The description of the
class of securities offered under the Plan is described in the
Registration Statement on Form S-1, and any amendments thereto,
filed by Haven Bancorp, Inc. with the Commission. Such description
is incorporated by reference herein.

All documents filed by Haven Bancorp, Inc. pursuant to
Sections 13, 14, or 15(d) of the Exchange Act subsequent to the

date of this Prospectus and prior to the termination of the
offering of the securities made hereby are incorporated herein by
reference, and such documents shall be deemed to be a part hereof
from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which
also 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 Prospectus.

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 shall be directed to Ms. Catherine
Califano, Senior Vice President, Chief Financial Officer, Haven
Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421.
Telephone requests may be directed to (718) 847-7041.

The principal executive offices of Haven Bancorp, Inc. are
located at 93-22 Jamaica Avenue, Woodhaven, New York 11421. The
telephone number at such offices is (718) 847-7041.

RISK FACTORS

The following considerations, in addition to those discussed
elsewhere in this Prospectus, should be considered by investors in
deciding whether to purchase the Common Stock offered hereby.

POTENTIAL IMPACT OF CHANGES IN INTEREST RATES.

The Company's profitability, like that of most financial
institutions, is dependent to a large extent upon its net interest
income, which is the difference between its interest income on
earning assets " such as loans, mortgage-backed and
mortgage-related securities and debt securities " and its interest
expense on interest-bearing liabilities, such as deposits and
borrowings. The Company's net interest income, the primary
component of its net income, is subject to substantial risk due to
changes in interest rates, particularly if there is a substantial
variation in the timing between the repricing of its assets and the
liabilities which fund them. The Company will continue to be
affected by general changes in levels of interest rates and other
economic factors beyond its control. At December 31, 1995, the
Company's total interest-earning assets maturing or repricing
within one year exceeded its total interest-bearing liabilities
maturing or repricing in the same time period by $31.5 million,

representing a one-year cumulative interest rate sensitivity gap as
a percentage of total assets of positive 2.14%. In a rising
interest rate environment, the Company would be in a better
position to invest in higher yielding assets which would result in
the yield on its assets increasing at a pace closer to the cost of
its interest-bearing liabilities, than would be the case if it had
a negative gap. During a period of falling interest rates, the
Company would tend to have its assets repricing at a faster rate
than one with a negative gap, which would tend to restrain the
growth of its net interest income. In order to reduce its
sensitivity to interest rate risk, the Company's current strategy
includes emphasizing the origination or purchase for portfolio of
adjustable-rate loans, debt securities and mortgage-backed
securities and maintaining a securities available for sale
portfolio. Increases in the level of interest rates may also
adversely affect the value of the Company's debt securities and
other earning assets and the ability to realize gains on the sale
of such assets. Generally, the value of fixed rate instruments
fluctuates inversely with changes in interest rates. As a result,
increases in interest rates could result in decreases in the
carrying value of interest-earning assets which could adversely
affect the Company's result of operations if sold or, in the case
of interest-earning assets classified as available for sale, the
Company's equity if retained. Increases in interest rates also can
affect the type (fixed-rate or adjustable-rate) and amount of loans
originated by the Company and the average life of loans and
securities, which can adversely impact the yields earned on the
Company's loan and securities portfolio.

WEAKNESS IN LOCAL ECONOMY.

The Bank's primary market area is concentrated in the
neighborhoods surrounding its nine full service offices and one
supermarket branch, eight of which, including the Bank's main
office, are located in the New York City Borough of Queens and two
of which are located in Suffolk County, New York. Management
believes that all of its branch offices are located in communities
that can generally be characterized as stable, residential
neighborhoods of predominantly one- to four-family residences and
middle income families. In recent years, the New York metropolitan
area experienced reduced employment as a result of the general
decline in the local economy and other factors. Additionally, the
area experienced a general decline in real estate values,
particularly in commercial properties and land, as well as in the
cooperative and condominium markets as represented by appraisals
available at that time that reflected sharp decreases in property
values. These factors contributed to a significant decline in the
Bank's asset quality in 1991 and 1992. During the past three and
one-half years, the Bank's expanded loan work-out/resolution
efforts have successfully contributed toward reducing non-

performing assets to manageable levels. Although there are a
number of encouraging signs in the local economy and the Bank's
real estate markets, it is unclear how these factors will affect
the Bank's asset quality in the future.

These negative trends have stabilized somewhat in more recent
periods. Although the Bank continues to emphasize one- to four-
family residential loans, the economic conditions affecting the
Bank's market areas and rises in interest rates during the second
half of 1994 resulted in reduced loan demand. During these periods
of reduced loan demand, the Bank increased its emphasis on
investing principally in mortgage-backed securities to maintain
management's strategy of asset growth. More recently, however,
decreases in interest rates coupled with the Bank's new wholesale
loan programs with area brokers and mortgage bankers have resulted
in increased loan demand. If current economic conditions
deteriorate and loan demand weakens, no assurances can be made that
the Bank will be able to sustain or increase its level of
originations of mortgage loans in its local market areas. There
can be no assurances that conditions in the regional economy,
national economy, or real estate market in general will not
deteriorate. A weakness or deterioration in the economic
conditions of the Bank's primary lending area in the future may
result in the Bank experiencing increases in non-performing loans
and non-performing assets. Such increases would likely result in
higher provisions for loan losses, reduced levels of earning assets
which would lower the level of net interest income and possibly
result in higher levels of other real estate owned expense.

MARKET COMPETITION.

The New York City metropolitan area has a high number of
financial institutions, many of which are significantly larger and
have greater financial resources than the Bank, and all of which
are competitors of the Bank to varying degrees. The Bank's
competition for loans and deposits comes principally from savings
and loan associations, savings banks, commercial banks, mortgage
banking companies, insurance companies and credit unions. In
addition, the Bank faces increasing competition for deposits from
non-bank institutions such as brokerage firms and insurance
companies in such areas as short-term money market funds, corporate
and government securities funds, mutual funds and annuities and
insurance. Competition may also increase as a result of the
lifting of restrictions on the interstate operations of financial
institutions.

DIVERSIFIED LENDING RISK.

The Bank's loan portfolio consists primarily of conventional
first mortgage loans secured by owner occupied one- to four-family

residences, and, to a lesser extent, multi-family residences,
commercial real estate and construction and land loans. Also, the
Bank's loan portfolio includes cooperative loans, which the Bank
has not originated since 1990 except to facilitate the sale of real
estate owned (REO) or to restructure a problem asset. During 1995,
the Bank transferred $12.0 million of performing cooperative
apartment loans at fair value, net of charge-offs of $749,000, to
loans held for sale to continue its efforts to reduce its
cooperative loan portfolio. Multi-family, commercial real estate,
construction and land development, and consumer and other loans are
generally considered to involve a higher degree of credit risk than
one- to four-family residential mortgage loans. In particular,
multi-family and commercial real estate lending typically involves
higher loan amounts, and the repayment of such loans generally
depends on income produced by the property being sufficient to
cover operating expenses and debt service. Due to circumstances
outside the borrower's control, income from the property as well as
its market value can be adversely affected.

RECAPITALIZATION OF SAIF, SAIF PREMIUMS AND PROPOSED BIF PREMIUMS

The FDIC has adopted a risk-based insurance assessment system.
The FDIC assigns an institution to one of three capital categories
based on the institution's financial information, as of the
reporting period ending seven months before the assessment period,
consisting of (1) well capitalized, (2) adequately capitalized or
(3) undercapitalized, and one of three supervisory subcategories
within each capital group. The supervisory subgroup to which an
institution is assigned is based on a supervisory evaluation
provided to the FDIC by the institution's primary federal regulator
and information which the FDIC determines to be relevant to the
institution's financial condition and the risk posed to the deposit
insurance funds. An institution's assessment rate depends on the
capital category and supervisory category to which it is assigned.
Assessment rates currently range from 23 basis points to 31 basis
points. The FDIC is authorized to raise the assessment rates in
certain circumstances. The FDIC has exercised this authority
several times in the past and may raise insurance premiums in the
future. If such action is taken by the FDIC, it could have an
adverse effect on the earnings of the Bank. The Bank's assessment
rate for the year ended 1995 was .23% of deposits.

The FDI Act requires that the SAIF and BIF each be
recapitalized until its reserves are at least 1.25% of the deposits

insured by that fund. The FDIC reported that the BIF attained the
1.25% reserve ratio in May 1995. However, subject to changes in
law, the SAIF is not expected to be recapitalized until 2002. SAIF
reserves have not grown as quickly as the BIF reserves due to a
number of factors, including the fact that a significant portion of
SAIF assessments have been and are currently being used to make
payments on bonds ("FICO bonds") issued in the late 1980s by the
Financing Corporation to recapitalize the now defunct Federal
Savings and Loan Insurance Corporation.

Because of the recapitalization of the BIF, the FDIC lowered
the assessment rates for BIF-insured institutions. The assessment
rates for BIF-insured institutions were first lowered to a range of
$0.04 to $0.31 per $100 of deposits, effective June 1, 1995. More
recently, the FDIC again lowered the annual assessment rates,
effective January 1, 1996, to the legal minimum of $2,000 for all
BIF-insured institutions that were well capitalized and in the
highest supervisory category. The FDIC estimated that 92% of BIF-
insured institutions will pay only the minimum annual assessment.
The remaining BIF-insured institutions will pay at assessment rates
ranging from 0.03% to 0.27% of deposits.

Given the undercapitalized nature of the SAIF, the FDIC
continued the range of assessment rates of $0.23 to $0.31 per $100
of deposits for SAIF-insured institutions and for BIF-insured
institutions required to pay SAIF assessments with respect to SAIF
deposits. As a result of the BIF assessment reductions,
institutions that are required to pay SAIF assessments, such as the
Bank, are likely to be subject to a significant competitive
disadvantage relative to BIF-insured institutions, pending any
legislative action to remedy the disparity. The FDIC has
recognized that the disparity may have adverse consequences for
such institutions, including reduced earnings and an impaired
ability to raise funds in capital markets and to attract deposits.
Further, it is not currently known whether institutions that are
required to pay SAIF assessments will, in the absence of any
legislative remedy for SAIF recapitalization, be required to pay
higher deposit insurance assessments in the future.

The proposed Balanced Budget Act of 1995, which was vetoed by
the President, included provisions that focused on a resolution of
the financial problems of the SAIF. Under the provisions of the
Budget Act, all SAIF member institutions would have paid a special
assessment to recapitalize the SAIF, and the assessment base for
the payments on the FICO bonds would have been expanded to include
the deposits of both BIF- and SAIF-insured institutions. The
amount of the special assessment required to recapitalize the SAIF
was then estimated to be approximately 80 basis points of the SAIF-
assessable deposits. This estimate of the special assessment was
less than the assessment of 85 to 90 basis points that had been

previously estimated. The special assessment would have been
assessed as of the first business day of January 1996 and would
have been payable on that day or such other date prescribed by the
FDIC not later than 60 days after enactment, based on the amount of
SAIF deposits on March 31, 1995. If an 80 basis point assessment
were assessed against the Bank's deposits as of March 31, 1995, the
Bank's aggregate SAIF assessment liability would be approximately
$8.3 million (before giving effect to any tax benefits).

The President's veto of the Budget Act was not based on the
above described provisions of the Budget Act, and Congressional
leaders have in the past indicated that these provisions will be
the basis for any future legislation to recapitalize the SAIF.
Statements from Congressional leaders during March 1996 indicated
that any legislation to resolve the BIF-SAIF disparity outside of
the context of a budget reconciliation bill did not appear to be
likely, and efforts have been made to include such BIF-SAIF
legislation with other budgetary legislation. The assessments paid
by BIF-insured institutions with respect to deposits acquired from
SAIF-insured institutions are not, under the current interpretation
of the relevant provisions of the FDIA, being used to pay interest
on the FICO bonds, and there have been proposals to provide interim
financial relief to the SAIF by amending the FDIA to require that
such assessments paid by BIF-insured banks be subject to the
payment of interest on the FICO bonds. As of the current date, the
outlook for legislation for the recapitalization of the SAIF and
the terms of such legislation are unclear.

There have been reports that, as a result of the disparity in
BIF and SAIF assessment rates, deposits held by subsidiaries of one
holding company are being withdrawn from its SAIF-insured
subsidiaries in significant amounts and being transferred to its
BIF-insured subsidiaries, apparently in response to favorable rate
differentials. The reports also suggest that the flow of funds
from SAIF- to BIF-insured institutions will in the absence of any
legislative recapitalization of the SAIF, increase within those
holding companies that control both SAIF- and BIF-insured
institutions. In addition, during 1995, the holding companies of
several large SAIF-insured institutions announced plans to charter
separate national or state commercial bank subsidiaries insured by
the BIF, which are to be used to attract and reduce the holding
company's SAIF insured deposits and reduce its overall liability
for insurance assessments. These applications are still pending.
If these applications are approved and if the shift of funds from
SAIF-insured institutions to BIF-insured institutions continues,
either within individual holding companies or otherwise in response
to interest rate differentials based on the disparity in BIF and
SAIF assessments rates, the result may be a significant reduction
in the amount of deposits of SAIF-insured institutions. Another
possible consequence of any significant reduction in the deposits

of SAIF-insured institutions would be a default in the payment of
interest on the FICO bonds, which is paid from assessments on SAIF-
insured institutions. Any significant movement of deposits from
SAIF-insured to BIF-insured institutions will also increase the
deposits insured by BIF and reduce the BIF reserve ratio. If the
BIF-reserve ratio declines below the required 1.25% the FDIC will
be required to increase the BIF-assessment rates.

The Budget Act also provided for the merger of the BIF and
SAIF on January 1, 1998, with such merger being conditioned upon
the prior elimination of the thrift charter. Congressional leaders
had also agreed that Congress should consider and act upon separate
legislation to eliminate the thrift charter as early as possible in
1996. If adopted, such legislation would require that the Bank, as
a federal savings bank, convert to a bank charter. Such a
requirement to convert to a bank charter could cause the Bank to
lose the favorable tax treatment for its bad debt reserves that it
currently enjoys under Section 593 of the Internal Revenue Code
("Code") and to have all or part of its existing bad debt reserves
recaptured into income.

If enacted by Congress, such legislation would have the effect
of reducing the capital of SAIF member institutions by the after
tax cost of the special SAIF assessment, plus any related
additional tax liabilities. The legislation would also have the
effect of reducing any differential that may otherwise be required
in the assessment rates for the BIF and SAIF.

Management cannot predict whether the above legislation or any
other legislative proposal will be enacted as described above, or
if enacted, the amount of any special SAIF assessment, whether
ongoing SAIF assessments will be reduced to a level equal to that
of BIF assessments or whether, if thrifts are required to convert
to a bank charter, there will be any relief from the additional tax
liabilities that would be incurred upon the recapture of their bad
debt reserves. It also cannot be predicted whether some other
legislative action will be taken to address the BIF-SAIF disparity
and what consequences such action could have for SAIF members. A
significant increase in SAIF insurance assessments, either
absolutely or relative to BIF assessments, a significant one-time
fee to recapitalize the SAIF or a significant tax liability
associated with the recapture of the bad debt reserve could have an
adverse effect on the operating expenses and results of operations
of the Bank.

Under the FDI Act, insurance of deposits may be terminated by
the FDIC upon a finding that the institution has engaged in unsafe
or unsound practices, is in an unsafe or unsound condition to
continue operations or has violated any applicable law, regulation,
rule, order or condition imposed by the FDIC or the OTS. The

management of the Bank does not know of any practice, condition or
violation that might lead to termination of deposit insurance.

FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION.

The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its chartering agency, and the FDIC, as
the deposit insurer. The Bank is a member of the FHLB System and
its deposit accounts are insured up to applicable limits by the
SAIF managed by the FDIC. The Bank must file reports with the OTS
and the FDIC concerning its activities and financial condition in
addition to obtaining regulatory approvals prior to entering into
certain transactions such as mergers with, or acquisitions of,
other financial institutions. There are periodic examinations by
the OTS and the FDIC to test the Bank's compliance with various
regulatory requirements. This regulation and supervision
establishes a comprehensive framework of activities in which an
institution can engage and is intended primarily for the protection
of the insurance fund and depositors. The regulatory structure
also gives the regulatory authorities extensive discretion in
connection with their supervisory and enforcement activities and
examination policies, including policies with respect to the
classification of assets and the establishment of adequate loan
loss reserves for regulatory purposes. Any change in such
policies, whether by the OTS, the FDIC or the Congress, could have
a material adverse impact on the Company, the Bank and their
operations.

Congress currently has under consideration various proposals
to consolidate the regulatory functions of the four federal banking
agencies: the OTS, the FDIC, the Office of the Comptroller of the
Currency and the Board of Governors of the Federal Reserve System.
The outcome of efforts to effect regulatory consolidation is
uncertain. Therefore, the Bank is unable to determine the extent
to which legislation, if enacted, would affect its business.

Certain of the regulatory requirements applicable to the Bank
and to the Company are referred to below or elsewhere herein. The
description of statutory provisions and regulations applicable to
savings associations set forth herein do not purport to be complete
descriptions of such statutes and regulations and their effects on
the Bank.

CERTAIN ANTI-TAKEOVER PROVISIONS.

Stockholder Rights Agreement. On January 25, 1996, the Board
of Directors of Haven Bancorp, Inc. declared a dividend of one
preferred share purchase right ("Right") for each outstanding share
of common stock, par value $.01 per share, pursuant to a Rights
Agreement between the Company and Chemical Bank, as Rights agent

("Rights Agreement"). The dividend was payable to stockholders of
record on February 5, 1996. The Rights Agreement provides that
attached to each share of Common Stock is a Right, which
constitutes a right to purchase one one-hundredth interest in a
share of Haven Bancorp, Inc. Series A Junior Participating
Preferred Stock, par value $.01 per share ("Preferred Shares"), at
a price of $90.00 per one one-hundredth interest in a Preferred
Share ("Purchase Price"), subject to adjustment. The Rights will
expire on February 5, 2006, unless extended or unless the Rights
are earlier redeemed by the Company, in each case as described
below.

Until the date on which certain events take place (the "Dis-
tribution Date"), the Rights will be evidenced by, with respect to
any Common Share certificate outstanding on the Record Date, such
Common Stock certificate with a copy of the Summary of Rights. The
term "Distribution Date" means the earlier of (a) the 20th business
day following a public announcement that a person or group of
affiliated or associated persons have acquired beneficial ownership
of 10% or more of the outstanding Common Stock (collectively, an
"Acquiring Person") or (b) the 20th business day (or such later
date as may be determined by the Board of Directors of the
Corporation) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer, the
consummation of which would result in the beneficial ownership by
a person or group of affiliated or associated persons of 10% or
more of such outstanding Common Stock.

In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive
upon exercise that number of Common Stock having a market value of
two times the purchase price of the Right. In the event that the
Corporation is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning
power is sold, proper provision will be made so that each holder of
a Right will thereafter have the right to receive, upon the
exercise thereof at the then current purchase price of the Right,
that number of shares of common stock of the acquiring company that
at the time of such transaction will have a market value equal to
two times the purchase price of the Right.

At any time after a person or group of affiliated or
associated persons becomes an Acquiring Person and prior to the
acquisition by such person or group of persons of 50% or more of
the outstanding Common Stock, the Board of Directors of the
Corporation may exchange the Rights (other than Rights owned by
such person or group which have become void), in whole or in part,

at an exchange ratio (subject to adjustment) of one Common Share
per Right. At its option, the Board may substitute interests in
Preferred Shares (or shares of a class or series of the
Corporation's preferred stock having equivalent rights, preferences
and privileges) for Common Stock exchangeable for Rights at an
initial rate (subject to adjustment) of one one-hundredth interest
in a Preferred Share (or equivalent preferred share) for each
Common Share.

The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or
group that acquires 10% or more of the Common Stock without
receiving the prior approval of the Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights
being acquired. Accordingly, the Rights may result in the Company
being less attractive to a potential acquiror and, in the event
that the existence of the Rights did deter certain potential
acquirors, such Rights could result in holders of Common Stock
receiving less in the event of a takeover. The Rights should not
interfere with any merger or other business combination approved by
the Board of Directors of the Company.

Provisions in the Company's and the Bank's Governing
Instruments. Certain provisions of the Company's Certificate of
Incorporation and Bylaws, particularly a provision limiting voting
rights, and the Bank's Organization Certificate and Bylaws, as well
as certain federal and state regulations, assist the Company in
maintaining its status as an independent publicly owned
corporation. These provisions provide for, among other things,
supermajority voting, staggered boards of directors, noncumulative
voting for directors, limits on the calling of special meetings of
stockholders, limits on the ability to vote Common Stock
beneficially owned in excess of 10% of outstanding shares, and
certain uniform price provisions for certain business combinations.
The voting limitation is applicable to persons, together with
affiliates of and persons acting in concert with such persons, who
hold revocable proxies if the shares of Common Stock represented by
the revocable proxies are deemed beneficially owned by such persons
and exceed the limit. These provisions in the Bank's and the
Company's governing instruments may discourage potential proxy
contests and other potential takeover attempts, particularly those
which have not been negotiated with the Board of Directors, and
thus, generally may serve to perpetuate current management.

In general, Section 203 of the Delaware General Corporation
Law ("DGCL") prevents an "interested stockholder" (defined
generally as a person with 15% or more of a corporation's
outstanding voting stock) from engaging in a "business combination"
(as defined in the DGCL) with a Delaware corporation for three
years following the date such person became an interested
stockholder.
12

The provision is not applicable when (i) prior to the date the
stockholder became an interested stockholder, the board of
directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder, (ii) upon consummation of the
transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the
outstanding voting stock of the corporation, not including shares
owned by directors who are also officers and by certain employee
stock plans or (iii) on or subsequent to the date the stockholder
becomes an interested stockholder, the business combination is
approved by the board of directors of the corporation and
authorized at a meeting of stockholders, and not by written
consent, by the affirmative vote of the holders of at least two-
thirds of the outstanding voting stock entitled to vote thereon,
excluding shares owned by the interested stockholder.

The DGCL's restrictions generally do not apply to business
combinations with an interested stockholder that are proposed
subsequent to the public announcement of, and prior to the
consummation or abandonment of, certain mergers, sales of a
majority of the corporation's assets or tender offers for 50% or
more of the corporation's voting stock. The DGCL allows
corporations to elect not to be subject to the provisions of the
DGCL. The Company has not so elected.

In addition to the provisions in the Company's and the Bank's
organizational documents, certain provisions of the DGCL and the
federal banking laws may be imposed upon acquirors of the Company's
Common Stock, including restrictions that would require regulatory
approval prior to any such acquisition.

Provisions of Remuneration Plans and Agreements. Employment
agreements with certain management officials, the Bank's severance
policy and certain provisions of the Company's stock option plans
and recognition and retention plans provide for benefits and cash
payments in the event of a change in control of the Company or the
Bank. The Company's Employee Stock Ownership Plan, stock option
plans and recognition and retention plans also provide for
accelerated vesting in the event of a change in control. These
provisions may have the effect of increasing the cost of acquiring
the Company, thereby discouraging future attempts to take over the
Company or the Bank.

Stock Ownership by Directors and Executive Officers.
Directors and executive officers of the Bank and the Company
currently hold or control the voting of approximately 15% of the
shares of Common Stock outstanding either through direct ownership
or through participation in employee benefit plans maintained be
the Company or the Bank that hold Company stock. Management's

potential voting control could, together with additional
stockholder support, defeat stockholder proposals requiring an 80%
supermajority vote. As a result, these provisions may preclude
takeover attempts that certain stockholders may deem to be in their
best interest and may tend to perpetuate existing management.

USE OF PROCEEDS

The shares will be offered by certain employees or former
employees of Haven Bancorp, Inc. and Columbia Federal Savings Bank
who are present or former participants in the Plan, or their
beneficiaries, for their personal accounts, and the proceeds from
such sale will be used by them for their personal benefit. Haven
Bancorp, Inc. will not receive any portion of the payment for the
shares.

DETERMINATION OF OFFERING PRICE

The purchase price of the shares offered hereby will be the
market price (plus customary or negotiated brokerage commissions)
prevailing at the time of the sale in the case of transactions on
the Nasdaq National Market System and negotiated prices related to
market prices in private negotiated transactions not on any
securities exchange.

SELLING SECURITY HOLDERS

The persons selling shares of Haven Common Stock offered hereby
will be participants or former participants in the Haven Bancorp,
Inc. 1996 Stock Incentive Plan. Participants in the Plan include
the following persons, who are affiliates of the Company, as that
term has been defined by the Commission:

Number of Number of Percentage
Number of Shares Shares to of Class to
Position at Company or Shares Covered by by Held Be Owned
Selling Affiliates within the Beneficially This After After
Shareholder Past Three Years Owned(1)(2) Prospectus(2) Offering(3) Offering(4)

Phillip S. Messina President and Chief 117,367 34,499 151,866 3.52%
Executive Officer
Joesph W. Rennhack Senior Vice President and 68,153 13,500 81,653 1.89
Secretary
Thomas J. Seery Senior Vice President " 39,327 13,500 52,827 1.22
Operations
Gerard H. McGuirk Senior Vice President and 29,608 13,500 43,108 *
Chief Lending Officer
Catherine Califano Senior Vice President 30,517 13,500 44,017 1.02
and Chief Financial Officer
George S. Worgul Director; Chairman of 139,533 6,247 145,780 3.37
the Board; former CEO
Robert L. Koop Director 34,797 6,247 41,044 *
Robert J. Webster Director 39,797 6,247 46,044 1.07
William J. Claffey Director 28,297 6,247 34,544 *
Robert M. Sprotte Director 36,797 6,247 43,044 *
Joseph A. Ruggiere Director 65,597 6,247 71,844 1.66
Michael J. Fitzpatrick Director 29,797 6,247 36,044 *
Robert M. Cashill Director 30,796 6,247 37,043 *

(1) Beneficial ownership in this table includes (a) the
number of shares of Company Common Stock which such person has the
right to acquire by the exercise of stock options, whether or not
the stock options are vested as of June 27, 1996, (b) the number of
shares held in such person's name in trust or otherwise under all
of the Company's employee benefit plans and (c) the number of
shares as to which such person shares voting and investment power.
The figures reported in this column are as reported by shareholder
on a Form 4 or Form 3 filed with the Commission.

(2) Represents options granted as of June 1, 1996, which is
the most recent date as of which such information is available.

(3) Assumes that all shares presently owned and hereafter
acquired under the Plan are sold.

(4) Percentage with respect to each person has been
calculated on the basis of 4,320,060 shares of Company Common Stock
outstanding as of June 27, 1996. (*) denotes less than 1% of
outstanding Common Stock.

PLAN OF DISTRIBUTION

The shares may be offered for sale on the Nasdaq National
Market System where they are quoted. They may be offered from time
to time in private transactions. The Company does not expect to
bear the expense of such sales.

LEGAL OPINIONS

The legal status of the shares of Haven Common Stock offered
hereby will be passed upon for Haven Bancorp, Inc. by Thacher
Proffitt & Wood, New York, New York.

EXPERTS

The consolidated financial statements of Haven Bancorp, Inc.
and its subsidiaries as of December 31, 1995 and 1994 and for each
of the years in the three-year period ended December 31, 1995 have
been incorporated by reference in this Prospectus, in reliance upon
the report of KPMG Peat Marwick LLP ("KPMG"), independent public
accountants, also incorporated by reference herein, and the
authority of such firm as experts in accounting and auditing. The
report of KPMG includes an explanatory paragraph that refers to the
adoption of a new accounting principle as discussed in the notes to
those financial statements.

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.

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.

No person has been authorized to
give any information or to make
any representation not contained HAVEN BANCORP, INC.
in this Prospectus in connection
with the offer made by this 210,000 SHARES
Prospectus, and, if given or made,
such information or representation COMMON STOCK
must not be relied upon as having
been authorized by Haven Bancorp, ($0.01 PAR VALUE)
Inc. Neither the delivery of this
Prospectus nor any sale made Offered or to be Offered
hereunder shall under any by Certain Selling
circumstances create an implication Shareholders of Haven
that there has been no change in Bancorp, Inc. Following
the affairs of Haven Bancorp, Inc. Their Acquisition under
since the date hereof or that the the Haven Bancorp, Inc.
information contained in this 1996 Stock Incentive Plan
Prospectus is correct as of any
date subsequent to the date of this
Prospectus. This Prospectus does
not constitute an offer or a
solicitation of an offer to buy
any of the securities offered
hereby in any jurisdiction to
any person to whom it is unlawful
to make such offer in such
jurisdiction.

TABLE OF CONTENTS

AVAILABLE INFORMATION ......... 2
INCORPORATION OF
CERTAIN DOCUMENTS
BY REFERENCE .................. 2
RISK FACTORS .................. 3
USE OF PROCEEDS ............... 14 PROSPECTUS
DETERMINATION OF
OFFERING PRICE ................ 14
SELLING SECURITY HOLDERS ...... 15
PLAN OF DISTRIBUTION .......... 16
LEGAL OPINIONS ................ 16
EXPERTS ....................... 16
INDEMNIFICATION OF
DIRECTORS AND OFFICERS ........ 16 DATED: June 28, 1996