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As filed with the Securities and Exchange Commission on June 13, 2001

Registration No. ____________

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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DIME BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)

Delaware 11-3197414
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

589 Fifth Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)

DIME BANCORP, INC. STOCK INCENTIVE PLAN and
DIME BANCORP, INC. 1991 STOCK INCENTIVE PLAN
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(Full Title of the Plan)

JAMES E. KELLY, ESQ.
General Counsel
589 Fifth Avenue, New York, New York 10017
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(Name and Address of Agent for Service)

(212) 326-6170
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share(1) price
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common stock, par 2,600,000 $35.95 $93,470,000 $23,367.50
value $.01 per share
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1* In accordance with Rule 457(c) and (h), the Maximum Aggregate Offering Price
and Registration Fee have been computed as follows: (a) the price per share of
the Common Stock of Dime Bancorp, Inc. (the "Company") has been based on the
average of the high and low prices for the Common Stock of the Company as
reported on the New York Stock Exchange on June 11, 2001, and (b) using such
price per share, the aggregate amount of the Offering Price was then calculated
on the basis of the aggregate amount of shares of Common Stock of the Company
issuable in connection with the Dime Bancorp, Inc. 1991 Stock Incentive Plan.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also covers the shares of Common Stock previously
registered under Registration Statement Nos. 33-88552, 333-04477 and 333-51941.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference:

(i) The Company's Registration Statement on Form 8-A as filed with the
Commission on January 10, 1995, which includes a description of the
Common Stock;

(ii) The Company's Registration Statement on Form S-8 No. 33-88552 as
filed with the Commission on January 18, 1995;

(iii) The Company's Registration Statement on Form S-8 No. 333-04477 as
filed with the Commission on May 24, 1996;

(iv) The Company's Registration Statement on Form S-8 No. 333-51941 as
filed with the Commission on May 6, 1998;

(v) The Company's Annual Report on Form 10-K for the year ended December
31, 2000;

(vi) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001; and

(vii) The Company's Current Reports on Form 8-K, dated January 19, 2001 (2
filings, one of which is amended on a Form 8-K/A, dated January 22,
2001), February 5, 2001, February 21, 2001, March 13, 2001, and
April 20, 2001.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all stock offered has been sold or which deregisters all stock
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of their filing.
Any statement contained in a document 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 other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 City of New York, State of New York, on this 13th day of
June, 2001.

DIME BANCORP, INC.
(Registrant)

By: /s/ Lawrence J. Toal
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Lawrence J. Toal
Chief Executive Officer, President
and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the following
capacities as of June 13, 2001. In addition, the undersigned hereby constitute
and appoint Lawrence J. Toal and James E. Kelly, or either of them acting alone,
each with the full power of substitution and resubstitution, as his or her
respective true and lawful attorney-in-fact and agent, for him or her and in his
or her name, place and stead, in any and all capacities, to execute a
Registration Statement on Form S-8 relating to the Dime Bancorp, Inc. 1991 Stock
Incentive Plan (the "Registration Statement"), and any and all amendments to
such Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection with such Registration Statement, as fully to all intents and
purposes as he or she might or could do in person, and do hereby ratify and
confirm all that such attorney-in-fact and agent, or their respective
substitutes or resubstitutes, may lawfully do or cause to be done by virtue
hereof.

Signature Title

/s/ Lawrence J. Toal Chief Executive Officer,
- -------------------------------- President, Chief Operating Officer
Lawrence J. Toal and a Director
(Principal Executive Officer)

/s/ Anthony P. Terracciano Chairman of the Board
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Anthony P. Terracciano

/s/ Derrick D. Cephas Director
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Derrick D. Cephas

/s/ Frederick C. Chen Director
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Frederick C. Chen

/s/ J. Barclay Collins II Director
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J. Barclay Collins II

/s/ Richard W. Dalrymple Director
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Richard W. Dalrymple

/s/ James F. Fulton Director
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James F. Fulton

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/s/ James M. Large, Jr. Director
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James M. Large, Jr.

/s/ Fred B. Koons Director
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Fred B. Koons

/s/ Virginia M. Kopp Director
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Virginia M. Kopp

Director
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Margaret Osmer-McQuade

/s/ John Morning Director
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John Morning

/s/ Howard H. Newman Director
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Howard H. Newman

Director
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Sally Hernandez-Pinero

/s/ Eugene G. Schulz, Jr. Director
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Eugene G. Schulz, Jr.

/s/ Howard Smith Director
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Howard Smith

/s/ Norman R. Smith Director
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Norman R. Smith

/s/ Ira T. Wender Director
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Ira T. Wender

/s/ Anthony R. Burriesci Chief Financial Officer
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Anthony R. Burriesci

/s/ John F. Kennedy Controller
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John F. Kennedy

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EXHIBIT INDEX

Exhibit No.

4.1 Copies of Amendments to the Dime Bancorp, Inc. 1991 Stock incentive Plan,
effective as of April 20, 2001

5.1 Opinion of Counsel regarding the Legality of the Common Stock Being
Registered by the Company

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of KPMG LLP