UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 8-K/A

AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

April 12, 2004

Date of report (Date of earliest event reported)

Independence Community Bank Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-23229	11-3387931
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

195 Montague Street, Brooklyn, New York	11201
(Address of principal executive offices)	(Zip Code)

(718) 722-5300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     On April 14, 2004, Independence Community Bank Corp. (“Independence”) filed a Current Report on Form 8-K under Item 2 thereof to report that it had completed its merger with Staten Island Bancorp, Inc. (“Staten Island”). In response to parts (a) and (b) of Item 7 of such Form 8-K, Independence stated that it would file the required financial information by amendment. Pursuant to the requirements of Item 7(a)(4) and Item 7(b)(2) of Form 8-K, Independence hereby files this Amendment No. 1 to its Current Report on Form 8-K initially filed with the Securities and Exchange Commission on April 14, 2004 with the required financial information.

(a) Financial Statements of Business Acquired.

     The following audited financial statements of Staten Island are incorporated by reference to Staten Island’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2004 (SEC File No. 1-13503):

	Report of Independent Auditors
	Consolidated Statements of Financial Condition as of December 31, 2003 and 2002
	Consolidated Statements of Income for the years ended December 2003, 2002 and 2001
	Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 2003, 2002, and 2001
	Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
	Notes to Consolidated Financial Statements
(b)	Pro Forma Financial Information.

     Pro forma financial information required by this Item 7(b) is located on pages 3 to 9 of this Form 8-K/A.

(c) Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of November 24, 2003 by and between Independence Community Bank Corp. and Staten Island Bancorp, Inc.*
23.1	Consent of PricewaterhouseCoopers LLP
99.1	Press Release dated April 13, 2004.**

*	Incorporated herein by reference to Exhibit 2.1 to Independence’s Registration Statement on Form S-4 (No. 333-111562) filed with the Securities and Exchange Commission on December 24, 2003.
**	Incorporated herein by reference to Exhibit 99.1 of Independence’s Form 8-K filed on April 14, 2004 (SEC File No. 0-23229).

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PRO FORMA FINANCIAL INFORMATION
INDEPENDENCE COMMUNITY BANK CORP. and STATEN ISLAND BANCORP, INC.
Unaudited Pro Forma Combined Consolidated Statement of Financial Condition and Statements of Income

     The following Unaudited Pro Forma Combined Condensed Consolidated Statement of Financial Condition combines the historical Consolidated Statement of Financial Condition of Independence Community Bank Corp. (“Independence”) and its subsidiaries and Staten Island Bancorp, Inc. (“Staten Island”) and its subsidiaries giving effect to the consummation of the merger of Staten Island with and into Independence (the “Merger”) as if it had occurred on December 31, 2003, using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements.

     The following Unaudited Pro Forma Combined Condensed Consolidated Statements of Income for the year ended December 31, 2003 combine the historical Consolidated Statements of Income of Independence and its subsidiaries and Staten Island and its subsidiaries giving effect to the Merger as if the Merger had become effective at the beginning of the period presented, using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements. As previously reported, the Merger was consummated on April 12, 2004.

     With respect to the foregoing, it is assumed that the disposition of SIB Mortgage Corp. (“SIB Mortgage”) occurred on December 31, 2003 with respect to the Unaudited Pro Forma Combined Consolidated Statement of Financial Condition and the beginning of the period presented with respect to the Unaudited Pro Forma Condensed Combined Consolidated Statements of Income. The disposition of SIB Mortgage was completed on March 1, 2004 as previously reported.

     The unaudited pro forma combined condensed consolidated financial statements set forth herein are presented for informational purposes only. This information includes various estimates and is not necessarily indicative of the financial condition or results of operations that would have occurred if the Merger had been completed on the date or at the beginning of the period indicated or which may be obtained in the future. The unaudited pro forma combined condensed consolidated financial statements and accompanying notes should be read in conjunction with the historical consolidated financial statements of Independence and Staten Island. Reference is made to the Registration Statement on Form S-4 filed by Independence on December 24, 2003, the Annual Report on Form 10-K for the year ended December 31, 2003 filed by Independence on March 10, 2004 and the Annual Report on Form 10-K for the year ended December 31, 2003 filed by Staten Island on March 15, 2004.

     The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had Independence and Staten Island been combined during the period presented.

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INDEPENDENCE COMMUNITY BANK CORP.
STATEN ISLAND BANCORP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
STATEMENT OF FINANCIAL CONDITION
At December 31, 2003
(In Thousands)

	Independence			Staten Island			Pro Forma				Pro Forma
	Historical			Historical			Adjustments				Combined
ASSETS:
Cash and cash equivalents	$	172,028		$	237,699		$	(368,500	)	B	$	20,481
								(80,800	)	B
								60,054		C
Securities available-for-sale		2,508,700			2,012,520			997,898		C		5,519,118
Loans available-for-sale		5,922			1,200,031			(1,062,444	)	C		143,509
Mortgage loans on real estate		4,714,388			3,454,073			109,395		D		8,221,412
								(56,444	)	C
Other loans		1,457,843			97,286							1,555,129
Total loans		6,172,231			3,551,359			52,951				9,776,541
Less: allowance for possible loan losses		(79,503	)		(25,441	)		2,046		C		(102,898	)
Total loans, net		6,092,728			3,525,918			54,997				9,673,643
Premises, furniture and equipment, net		101,383			51,784			(13,012	)	C		140,155
Accrued interest receivable		37,046			26,150			(2,203	)	C		60,993
Goodwill		185,161			50,189			(50,189	)	D		1,072,537
								887,376		E
Identifiable intangible assets, net		190			4,449			106,260		H		110,899
Other assets		443,449			377,416			(45,640	)	D		708,467
								(66,758	)	C
Total assets	$	9,546,607		$	7,486,156		$	417,039			$	17,449,802
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Deposits		5,304,097			3,847,348			11,920		D		9,163,365
Borrowings		2,916,300			2,950,927			92,417		D		5,838,654
								(120,990	)	C
Subordinated notes		148,429			—			—				148,429
Escrow and other deposits		76,260			21,931			(14,836	)	C		83,355
Accrued expenses and other liabilities		110,410			60,985			(23,059	)	B		117,612
								(5,037	)	C
								(25,687	)	D
Total liabilities		8,555,496			6,881,191			(85,272	)			15,351,415
Stockholders’ equity:
Common stock		760			903			(903	)	F		1,042
								282		B
Additional paid-in-capital		761,880			600,592			(600,592	)	F		1,868,874
								1,106,994		B
Treasury stock at cost		(380,088	)		(351,222	)		351,222		F		(380,088	)
Unallocated common stock held by ESOP		(69,211	)		(24,722	)		24,722		F		(69,211	)
Non-vested awards under Recognition and Retention Plan		(7,598	)		(3,854	)		3,854		F		(7,598	)
Retained earnings, substantially restricted		678,353			374,987			(374,987	)	F		678,353
Accumulated other comprehensive income:
Net unrealized gain on securities available-for-sale, net of tax		7,015			8,281			(8,281	)	F		7,015
Total stockholders’ equity		991,111			604,965			502,311				2,098,387
Total liabilities and stockholders’ equity	$	9,546,607		$	7,486,156		$	417,039			$	17,449,802

The accompanying notes are an integral part of the unaudited pro forma condensed combined consolidated financial information.

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INDEPENDENCE COMMUNITY BANK CORP.
STATEN ISLAND BANCORP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
STATEMENTS OF INCOME
For the Year Ended December 31, 2003
(In Thousands, Except Per Share Amounts)

	Independence		Staten Island			Pro Forma				Pro Forma
	Historical		Historical			Adjustments				Combined
Interest income	$	440,120	$	318,516		$	(55,442	)	G	$	703,194
Interest expense		147,375		154,519			(52,169	)	G		249,725
Net interest income		292,745		163,997			(3,273	)			453,469
Provision for loan losses		3,500		6,968			—				10,468
Net interest income after provision for loan losses		289,245		157,029			(3,273	)			443,001
Non-interest income		112,739		32,691			—				145,430
General and administrative expense		186,948		89,329			70,377		D		346,654
Amortization of identifiable intangible assets		1,855		483			12,501		H		14,839
Income before provision for income taxes		213,181		99,908			(86,151	)			226,938
Provision for income taxes		76,211		42,791			(36,170	)	I		82,832
Income from continuing operations		136,970		57,117			(49,981	)			144,106
Loss from discontinued operations		—		(44,288	)		44,288		C		—
Net income	$	136,970	$	12,829		$	(5,693	)		$	144,106
Earnings per share from continuing operations:
Basic earnings per share	$	2.74	$	1.05						$	1.84
Diluted earnings per share	$	2.60	$	1.01						$	1.78
Earnings per share
Basic earnings per share	$	2.74	$	0.24						$	1.84
Diluted earnings per share	$	2.60	$	0.23						$	1.78
Weighted average shares outstanding:
Basic		49,993		54,333					K		78,193
Diluted		52,643		56,500					K		80,843

The accompanying notes are an integral part of the unaudited pro forma condensed combined consolidated financial information.

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INDEPENDENCE COMMUNITY BANK CORP. AND STATEN ISLAND BANCORP, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003

(A) Basis of Presentation

     The Unaudited Pro Forma Combined Condensed Consolidated Statement of Financial Condition of Independence and its subsidiaries and Staten Island and its subsidiaries at December 31, 2003 has been prepared as if the Merger had been completed on that date. The Unaudited Pro Forma Combined Condensed Consolidated Statements of Income for the year ended December 31, 2003 has been prepared as if the Merger had been completed at the beginning of the period presented. The unaudited pro forma combined condensed consolidated financial statements are based on the historical financial statements of Independence and Staten Island after giving effect to the Merger under the purchase method of accounting and the assumptions and adjustments in the notes that follow.

     Assumptions relating to the pro forma adjustments set forth in the unaudited pro forma combined condensed consolidated financial statements are summarized as follows:

     (i) Estimated fair values—Estimated fair value for loans, deposits and borrowings were determined by Independence with the assistance of Keefe, Bruyette & Woods, Inc. The resulting net premium on loans for purposes of these pro forma financial statements is being amortized to interest income on a straight-line method over 2.75 years. The resulting net premium on deposits and borrowings is being amortized into interest expense on a straight-line method over their remaining estimated lives.

     (ii) Income taxes—A net deferred tax asset was recorded equal to the deferred tax consequences associated with the differences between the tax basis and book basis of the assets acquired and liabilities assumed, using a statutory tax rate of 41.0%. Independence’s actual effective tax rate for 2003 was 35.75%, and Staten Island’s actual effective tax rate for 2003 was 42.8%. Independence calculated the expected pro forma effective tax rate on the basis of federal, state and local statutory tax rates.

     Certain reclassifications have been made to Staten Island’s historical financial information in order to conform to Independence’s financial information.

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INDEPENDENCE COMMUNITY BANK CORP. AND STATEN ISLAND BANCORP, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(B) The cost to acquire Staten Island reflects the exchange of 60,679,598 shares of Staten Island common stock multiplied by the price per share of $24.3208 for $368.5 million in cash and the remainder in Independence common stock at an exchange ratio of 0.6195.

Cash consideration (payable pursuant to merger agreement)	$	368,500
Stock consideration to be issued from authorized but unissued stock – 0.6195 shares of Independence common stock at a value of $39.26 for 75% of 60,679,598 shares of Staten Island common stock – resulting in a value of $24.3208 per share of Staten Island common stock		1,107,276
Total consideration	$	1,475,776
Acquisition costs:
Merger-related compensation and severance	$	41,125
Professional services		26,925
System and facilities conversion and other expenses		12,750
Total acquisition costs		80,800
Tax benefit of acquisition costs		(23,059	)
Estimated transaction cost, net of tax		57,741
Total cost	$	1,533,517

(C) Elimination of SIB Mortgage Company

     The pro forma combined condensed consolidated financial statements reflects the divestiture of SIB Mortgage to Lehman Brothers Bancorp. The assets that were not sold to Lehman Brothers Bancorp are assumed to be sold in these pro forma financials. The sale or liquidation of all SIB Mortgage assets were assumed to be reinvested in cash and securities.

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INDEPENDENCE COMMUNITY BANK CORP. AND STATEN ISLAND BANCORP, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(D) Purchase accounting adjustments are estimated as follows:

	(In thousands)
Staten Island’s net assets—historical at December 31, 2003	$	604,965
Termination of the Staten Island ESOP:
Final allocation of ESOP		70,374
ESOP allocation, net of tax		44,687
Total increase in equity, net of tax		25,687
Elimination of Staten Island intangible assets		(50,189	)
Core deposit intangible		106,260
Fair value adjustments:
Loans receivable		109,395
Deposits		(11,920	)
Borrowings		(92,417	)
Subtotal-net fair value adjustments		5,058
Tax benefit of core deposit intangible and fair value adjustments		(45,640	)
Net assets acquired	$	646,141

(E) The excess of cost over the fair value of net assets acquired for the Merger was calculated as follows:

	(In thousands)
Total cost	$	1,533,517
Net assets acquired		(646,141	)
Total excess of cost over fair value of net assets acquired generated from the merger	$	887,376

(F) Purchase accounting adjustments to eliminate $605.0 million of Staten Island’s stockholders’ equity accounts.

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INDEPENDENCE COMMUNITY BANK CORP. AND STATEN ISLAND BANCORP, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(G) Pro forma adjustments to interest income and interest expense were calculated for the Merger as follows:

	For the
	Year Ended
	December 31, 2003
	(In thousands)
Reduction in interest income for cash utilized to purchase Staten Island’s common stock (based on an average annual rate of 4.25%)	$	(15,661	)
Amortization of premium on loans (2.75 years)		(39,780	)
Total net reduction to interest income		(55,441	)
Amortization of premium on deposits (2 years)	$	5,960
Amortization of premium on borrowings (2 years)		46,209
Total net reduction to interest expense		52,169
Net increase to net interest income	$	3,272

(H)	Independence retained an independent valuation services firm to determine the fair value and remaining useful life of the core deposit intangible. As a result, the core deposit intangible has been valued at $106.3 million and the average remaining useful life was estimated at 8.5 years. As such, the core deposit premium intangible asset is amortized over 8.5 years on a straight-line basis.
(I)	Income tax expense was calculated using an effective tax rate of 36.5%.
(J)	The following table summarizes the estimated impact of the amortization and accretion of the purchase accounting adjustments made in connection with the merger on Independence’s results of operation for the following years:

Projected Future Amounts for the	Core Deposit		Net (Accretion)			Net Increase (Decrease)
Years Ended December 31,	Intangible		Amortization			in Income Before Taxes
	(In thousands)
2004	$	6,251	$	(6,194	)	$	57
2005		12,501		(12,389	)		112
2006		12,501		13,696			(26,197	)
2007		12,501		9,945			(22,446	)
2008		12,501		—			(12,501	)
2009 and thereafter		50,005		—			(50,005	)

(K) Basic and fully diluted weighted average number of common and common stock equivalents utilized for the calculation of earnings per share for the period presented was calculated using Independence’s historical weighted average common stock and common stock equivalents plus 28,200,070 shares issued to Staten Island stockholders under the terms of the merger agreement.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INDEPENDENCE COMMUNITY BANK CORP.
Date: June 17, 2004	By:	/s/ Frank W. Baier
		Frank W. Baier
		Executive Vice President and
		Chief Financial Officer

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