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As filed with the Securities and Exchange Commission on March 17, 1998

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.
(Exact Name of Registrant as Specified in Its Charter)

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

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

DIME BANCORP, INC. 1997 STOCK INCENTIVE PLAN
(Full Title of the Plan)

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

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

CALCULATION OF REGISTRATION FEE

Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered offering price per aggregate offering price fee
share*

common stock, par 300,000 $29.75 $8,925,000 $2,632.88
value $.01 per share

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* 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
March 10, 1998, 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. 1997 Stock Incentive Plan.
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DIME BANCORP, INC. 1997 STOCK INCENTIVE PLAN

Cross-Reference Sheet

Location in Prospectus of Items on Form S-8 Pursuant to Rule 404 of the
Securities Act of 1933, as Amended

Part I
Item No. Location in Prospectus

Item 1. (a)
(1) Cover page; The Plan
(2) Cover page; The Plan
(3) The Plan
(4) The Plan

(b)
(1) Cover page; The Plan
(2) *

(d)
(1) The Plan
(2) The Plan
(3) The Plan
(4) *
(5) The Plan
(6) The Plan

(e) Cover page; The Plan

(f) The Plan

(g) The Plan

(h)
(1) The Plan
(2) The Plan
(3) *

(i) The Plan

(j)
(1) The Plan
(2) The Plan
(3) *

Item 2. The Plan; Incorporation of Certain Documents by Reference; Available
Information
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Part II Page
Item No. No.

Item 3. (a) Incorporation of Documents by Reference

(b) Incorporation of Documents by Reference

Item 4. *

Item 5. Interests of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

Item 7. *

Item 8. Exhibits

(a) Exhibits

(b) *

Item 9. Undertakings

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* Not applicable

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

This Registration Statement relates to the registration of 300,000
shares of common stock, par value $.01 per share (the "Common Stock"), of Dime
Bancorp, Inc. (the "Company"), to be offered or sold pursuant to the Dime
Bancorp, Inc. 1997 Stock Incentive Plan (the "Plan").

The documents containing the information about the Plan specified in
Part I of Form S-8 will be sent or given to eligible and/or participating
employees of the Company as specified by Rule 428(b)(1) of Regulation C under
the Securities Act of 1933, as amended (the "Securities Act"), and such
documents taken together with the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8 shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The Company shall provide a written statement to participants in the
Plan advising them of the availability, without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, the documents which are incorporated by reference into
the Section 10(a) Prospectus, and the documents required to be delivered to them
pursuant to Rule 428(b) of Regulation C under the Securities Act. The address,
title of the individual or department, and telephone number to which the request
is to be directed shall be provided to participants.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF 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 Annual Report on Form 10-K for the year
ended December 31, 1996;
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(iii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; and

(iv) The Company's Current Reports on Form 8-K filed with the
Commission on April 23 and 25, 1997, May 10, 1997, June 16, 23 and 27, 1997,
July 25, 1997 and October 30, 1997.

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.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Ira T. Wender is a director of The Dime Savings Bank of New York, FSB
("Dime Savings Bank") and the Company. Mr. Wender is the sole owner of Ira T.
Wender, P.C., which, commencing January 1, 1994, became Of Counsel to Patterson,
Belknap, Webb & Tyler LLP. During that period, the firm represented Dime Savings
Bank and the Company in certain legal matters. Fees paid to the firm in
connection with such representation for the years 1995, 1996 and 1997 were
$1,636,723, $1,164,875 and $2,036,957 respectively. The Company has retained the
firm to perform legal services during 1998. The firm will give an opinion on the
validity of the securities being registered.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Amended and Restated Certificate of Incorporation of the Company
(the "Certificate") contains provisions expressly permitted under Delaware law
that limit certain types of causes of action that can be maintained by a
corporation (or by stockholders on behalf of the corporation) against its
directors. Accordingly, in any action by the Company or its stockholders against
the directors of the Company, the directors will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
directors, except for (a) any breach of the directors' duty of loyalty to the
Company or its stockholders, (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) improper
dividends or distributions or (d) transactions involving improper personal
benefit.

The Certificate provides indemnification rights to any person who is
made or threatened to be made a party to any action (other than an action by or
in the right of the Company) by reason of the fact that such person has served
as a director or officer of the Company (or of any other entity, including Dime
Savings Bank, at the request of the Company) with respect to costs, expenses,
judgments, fines and amounts paid in settlement. Subject to applicable banking
laws and regulations, these indemnification provisions apply if such person
acted in good faith and in a manner he or she reasonably believed to be in (or
not opposed to) the best interests of the Company and, with respect to a
criminal action, if such person had no reasonable cause to believe that his or
her conduct was unlawful. The persons described in the preceding sentence are
entitled to indemnification rights in an action by or in the right of the
Company with respect to costs, expenses and amounts paid in settlement, subject
to the same standards, except where there is an adjudication of liability (in
which case indemnification is permitted only upon a court determination that
indemnification is, in view of all the circumstances, fair and reasonable). The
Certificate also provides for the Company to advance expenses of litigation
described in this paragraph on an on-going basis.

Under the Certificate, indemnification of the costs and expenses of
defending any action is required to be made to any director or officer who is
successful (on the merits or otherwise) in defending the action. Furthermore,
indemnification also is required to be made with respect to all amounts referred
to in the preceding paragraph, unless a determination is made by a majority of
disinterested directors (or if the
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disinterested directors so requested, or if a quorum of disinterested directors
does not exist, by independent counsel or by the stockholders) that
indemnification is not proper because the director or officer has not met the
applicable standard of conduct.

The Certificate also permits (but does not require) the Company to
indemnify and advance expenses to its non-officer employees and agents in
connection with any civil, criminal, administrative or investigative actions,
suits or proceedings.

The Certificate also provides that if the Delaware General Corporation
Law is amended to expand the permitted indemnification of directors and
officers, then the Company will indemnify directors and officers to the fullest
extent permitted by such amendment.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, employees and agents of the Company
pursuant to Delaware law, or otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer, employee or agent of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer, employee
or agent in connection with the securities being registered, the Company 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 of 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.

Pursuant to the terms of the Agreement and Plan of Merger, dated as of
July 6, 1994, by and between the Company and Anchor Bancorp, Inc. ("Anchor"), as
amended, the Company will also indemnify each present and former director and
officer of Anchor, the Company and their respective subsidiaries against certain
actions. In addition, pursuant to the terms of the Agreement and Plan of
Combination, dated as of June 22, 1997, by and among North American Mortgage
Company ("North American"), the Company, The Dime Savings Bank of New York, FSB,
and 47th Street Property Corporation, as amended and restated
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as of July 31, 1997, the Company will also indemnify each present and former
director and officer of North American and its subsidiaries against certain
actions.

The Company will not be permitted to prepay (which would include the
direct or indirect transfer of any funds or assets and any segregation thereof
for the purpose of making, or pursuant to any agreement to make, any payment
thereafter) any legal expenses or amounts of, or costs incurred in connection
with, any settlement of, or judgment or penalty with respect to, any claim,
proceeding or action, if made in contemplation of, or after, any insolvency of
the Company or Dime Savings Bank or with a view to, or having the result of,
preventing the proper application of the assets of Dime Savings Bank to
creditors or preferring one creditor over another. Further, the Federal Deposit
Insurance Corporation (the "FDIC") is authorized by statute to prohibit or
limit, by regulation or order, both the Company and Dime Savings Bank from
indemnifying officers, directors and employees for liability or legal expense
with regard to any administrative proceeding or civil action by the appropriate
banking agency which results in a final order pursuant to which such person is
assessed a civil money penalty, is removed or prohibited from participating in
the conduct of the affairs of the institution or is required to cease and desist
or take affirmative action ordered by the agency. The FDIC has issued
regulations that implement this statutory authority.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS

4.1 Copy of the Dime Bancorp, Inc. 1997 Stock Incentive Plan

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

23.1 Consent of Counsel (included in Opinion of Counsel)

23.2 Consent of KPMG Peat Marwick LLP

ITEM 9. UNDERTAKINGS.

(a) Rule 415 Offering. The Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and

(iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act, 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 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
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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 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 Exchange Act; 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) Indemnification. 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 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

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 17th day of
March, 1998.

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 March 17, 1998.

Signature Title

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

/s/James M. Large, Jr.
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James M. Large, Jr. Chairman of the Board

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

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

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

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

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

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

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/s/ John Morning A Director
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John Morning

/s/ Margaret Osmer-McQuade A Director
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Margaret Osmer-McQuade

/s/ Sally Hernandez-Pinero A Director
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Sally Hernandez-Pinero

/s/ Dr. Paul A. Qualben A Director
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Dr. Paul A. Qualben

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

/s/ Howard Smith A Director
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Howard Smith

/s/ Dr. Norman R. Smith A Director
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Dr. Norman R. Smith

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

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

/s/ Harold E. Reynolds Controller
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Harold E. Reynolds
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EXHIBIT INDEX

Sequentially
Numbered
Exhibit No. Page

4.1 Copy of the Dime Bancorp, Inc.
1997 Stock Incentive Plan................................

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 Peat Marwick LLP.........................