UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

                                       or

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 1-5273-1

                                Sterling Bancorp
             (Exact name of registrant as specified in its charter)

           New York                                         13-2565216
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                          Identification)

     650 Fifth Avenue, New York, N.Y.                       10019-6108
(Address of principal executive offices)                    (Zip Code)

                                  212-757-3300
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 |X| Yes |_| No

      Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b-2 of the Exchange Act,

                                 |X| Yes |_| No

       As of April 30, 2004 there were 15,341,208 shares of common stock,
                         $1.00 par value, outstanding.

<PAGE>

                                STERLING BANCORP

PART I FINANCIAL INFORMATION                                                Page
                                                                            ----

     Item 1.  Financial Statements (Unaudited)

              Consolidated Financial Statements                               3
              Notes to Consolidated Financial Statements                      8

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations

              Overview                                                       12
              Income Statement Analysis                                      13
              Balance Sheet Analysis                                         15
              Capital                                                        19
              Cautionary Statement Regarding Forward-Looking Statements      20
              Average Balance Sheets                                         21
              Rate/Volume Analysis                                           22
              Regulatory Capital and Ratios                                  23

     Item 3.  Quantitative and Qualitative Disclosures About
              Market Risk

              Asset/Liability Management                                     24
              Interest Rate Sensitivity                                      28

     Item 4.  Controls and Procedures                                        29

PART II OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K                               30

SIGNATURES                                                                   32

EXHIBIT INDEX

     Exhibit 11  Statement Re: Computation of Per Share Earnings             34

     Exhibit 31  Certifications of the CEO and CFO pursuant to               35
                 Exchange Act Rule 13a-14(a)

     Exhibit 32  Certifications of the CEO and CFO required by               37
                 Section 1350 of Chapter 63 of Title 18 of the
                 U.S. Code


                                       2
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           March 31,                  December 31,
ASSETS                                                                       2004                         2003
                                                                        ---------------             ---------------
<S>                                                                     <C>                         <C>
Cash and due from banks                                                 $    45,756,741             $    63,947,722
Interest-bearing deposits with other banks                                    2,475,551                   1,656,338

Securities available for sale                                               198,355,342                 195,477,473
Securities available for sale - pledged                                     130,493,321                 117,250,082
Securities held to maturity                                                 223,257,474                 203,480,172
Securities held to maturity - pledged                                       160,737,934                 166,910,347
                                                                        ---------------             ---------------
        Total investment securities                                         712,844,071                 683,118,074
                                                                        ---------------             ---------------

Loans held for sale                                                          48,426,817                  40,556,380
                                                                        ---------------             ---------------
Loans held in portfolio, net of unearned discounts                          853,007,704                 900,556,215
Less allowance for loan losses                                               14,762,771                  14,458,951
                                                                        ---------------             ---------------
        Loans, net                                                          838,244,933                 886,097,264
                                                                        ---------------             ---------------
Customers' liability under acceptances                                        1,413,995                     953,571
Excess cost over equity in net assets of the
  banking subsidiary                                                         21,158,440                  21,158,440
Premises and equipment, net                                                   9,704,799                   9,226,183
Other real estate                                                             1,292,078                     829,856
Accrued interest receivable                                                   5,419,115                   5,069,423
Bank owned life insurance                                                    22,105,961                  21,872,266
Other assets                                                                 26,523,285                  24,260,063
                                                                        ---------------             ---------------
                                                                        $ 1,735,365,786             $ 1,758,745,580
                                                                        ===============             ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
  Noninterest-bearing deposits                                          $   429,296,562             $   474,091,890
  Interest-bearing deposits                                                 794,000,826                 737,648,930
                                                                        ---------------             ---------------
        Total deposits                                                    1,223,297,388               1,211,740,820
Securities sold under agreements to repurchase - customers                   77,795,349                  42,490,862
Securities sold under agreements to repurchase - dealers                     35,392,079                  51,327,944
Federal funds purchased                                                              --                  10,000,000
Commercial paper                                                             24,401,800                  28,799,055
Other short-term borrowings                                                  15,416,233                  56,871,359
Acceptances outstanding                                                       1,413,995                     953,571
Accrued expenses and other liabilities                                       73,501,227                  77,602,887
Long-term debt                                                              135,774,000                 135,774,000
                                                                        ---------------             ---------------
        Total liabilities                                                 1,586,992,071               1,615,560,498
                                                                        ---------------             ---------------

Shareholders' equity
Preferred stock, $5 par value. Authorized
  644,389 shares; Series D  issued 0
   and 224,432 shares,respectively                                                   --                   2,244,320
Common stock, $1 par value. Authorized
  20,000,000 shares; issued 16,756,554
   and 16,244,549 shares, respectively                                       16,756,554                  16,244,549
Capital surplus                                                             145,065,971                 142,393,959
Retained earnings                                                            21,293,568                  17,751,859
Accumulated other comprehensive loss, net of tax                               (203,741)                   (976,782)
                                                                        ---------------             ---------------
                                                                            182,912,352                 177,657,905
Less
  Common shares in treasury at cost, 1,314,895
    and 1,306,587 shares, respectively                                       33,829,331                  33,577,847
  Unearned compensation                                                         709,306                     894,976
                                                                        ---------------             ---------------
        Total shareholders' equity                                          148,373,715                 143,185,082
                                                                        ---------------             ---------------
                                                                        $ 1,735,365,786             $ 1,758,745,580
                                                                        ===============             ===============
</TABLE>

See Notes to Consolidated Financial Statements.


                                       3
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           March 31,
                                                  2004                    2003
                                              -------------          -------------
<S>                                           <C>                    <C>
INTEREST INCOME
  Loans                                       $  15,081,995          $  14,759,913
  Investment securities
    Available for sale                            3,691,820              2,511,777
    Held to maturity                              4,706,408              5,330,999
  Federal funds sold                                 50,342                 21,976
  Deposits with other banks                          58,563                  8,553
                                              -------------          -------------
        Total interest income                    23,589,128             22,633,218
                                              -------------          -------------

INTEREST EXPENSE
  Deposits                                        2,473,145              2,201,635
  Securities sold under agreements
    to repurchase                                   315,632                298,945
  Federal funds purchased                            15,890                 11,472
  Commercial paper                                   62,762                 70,651
  Other short-term borrowings                       112,194                189,768
  Long-term debt                                  1,559,692              1,615,997
                                              -------------          -------------
        Total interest expense                    4,539,315              4,388,468
                                              -------------          -------------
Net interest income                              19,049,813             18,244,750
Provision for loan losses                         2,426,500              1,791,300
                                              -------------          -------------
Net interest income after provision
  for loan losses                                16,623,313             16,453,450
                                              -------------          -------------

NONINTEREST INCOME
  Factoring income                                1,426,869              1,352,502
  Mortgage banking income                         3,631,391              3,242,648
  Service charges on deposit accounts             1,063,343              1,231,998
  Trade finance income                              492,807                573,013
  Trust fees                                        181,697                165,397
  Other service charges and fees                    474,404                435,210
  Bank owned life insurance income                  233,695                260,830
  Securities gains                                  536,304                 95,992
  Other income                                      129,145                 96,707
                                              -------------          -------------
        Total noninterest income                  8,169,655              7,454,297
                                              -------------          -------------

NONINTEREST EXPENSES
  Salaries and employee benefits                  8,351,775              8,483,655
  Occupancy expenses, net                         1,225,730              1,295,721
  Equipment expenses                                756,154                646,514
  Advertising and marketing                       1,093,460                790,818
  Professional fees                                 913,671                726,632
  Data processing fees                              287,460                265,032
  Stationery and printing                           266,571                208,318
  Communications                                    406,727                442,690
  Mortgage tax expense                              161,696                177,667
  Other expenses                                  1,230,606              1,343,492
                                              -------------          -------------
        Total noninterest expenses               14,693,850             14,380,539
                                              -------------          -------------
Income before income taxes                       10,099,118              9,527,208
Provision for income taxes                        3,638,609              3,680,785
                                              -------------          -------------

Net income                                    $   6,460,509          $   5,846,423
                                              =============          =============

Average number of common
 shares outstanding
  Basic                                          15,188,650             14,839,328
  Diluted                                        16,051,105             15,641,746
Earnings per average common share
  Basic                                       $        0.43          $        0.39
  Diluted                                              0.40                   0.37
Dividends per common share                             0.19                   0.15
</TABLE>

See Notes to Consolidated Financial Statements.


                                       4
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                 Consolidated Statements of Comprehensive Income
                                   (Unaudited)

                                                       Three Months Ended
                                                            March 31,
                                                     2004               2003
                                                  -----------       -----------

Net Income                                        $ 6,460,509       $ 5,846,423

Other comprehensive income,
 net of tax:
   Unrealized holding gains (losses)
   arising during the period                        1,427,580          (519,808)

   Reclassification adjustment for
   gains included in net income                      (290,141)          (51,932)
 Minimum pension liability adjustment                (364,398)               --
                                                  -----------       -----------

Comprehensive income                              $ 7,233,550       $ 5,274,683
                                                  ===========       ===========

See Notes to Consolidated Financial Statements.


                                       5
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
           Consolidated Statements of Changes in Shareholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                March 31,
                                                                        2004                 2003
                                                                    -------------       -------------
<S>                                                                 <C>                 <C>
Preferred Stock
  Balance at January 1                                              $   2,244,320       $   2,322,060
  Conversions of Series D shares                                       (2,244,320)             (9,510)
                                                                    -------------       -------------
  Balance at March 31                                               $          --       $   2,312,550
                                                                    =============       =============
Common Stock
  Balance at January 1                                              $  16,244,549       $  13,124,002
  Conversions of preferred shares into common shares                      428,304               1,450
  Options exercised                                                        83,701              11,207
                                                                    -------------       -------------
  Balance at March 31                                               $  16,756,554       $  13,136,659
                                                                    =============       =============
Capital Surplus
  Balance at January 1                                              $ 142,393,959       $ 143,495,362
  Conversions of preferred shares into common shares                    1,816,016               8,060
  Options exercised                                                       855,996             172,303
                                                                    -------------       -------------
  Balance at March 31                                               $ 145,065,971       $ 143,675,725
                                                                    =============       =============
Retained Earnings
  Balance at January 1                                              $  17,751,859       $   3,783,539
  Net Income                                                            6,460,509           5,846,423
  Cash dividends paid - common shares                                  (2,918,800)         (2,231,362)
                      - preferred shares                                       --             (31,793)
                                                                    -------------       -------------
  Balance at March 31                                               $  21,293,568       $   7,366,807
                                                                    =============       =============
Accumulated Other Comprehensive Income
  Balance at January 1                                              $    (976,782)      $   1,330,239
                                                                    -------------       -------------
  Unrealized holding gains (losses) arising during the period:
     Before tax                                                         2,638,779            (960,829)
     Tax effect                                                        (1,211,199)            441,021
                                                                    -------------       -------------
       Net of tax                                                       1,427,580            (519,808)
                                                                    -------------       -------------
  Reclassification adjustment for gains:
   included in net income:
     Before tax                                                          (536,304)            (95,992)
     Tax effect                                                           246,163              44,060
                                                                    -------------       -------------
       Net of tax                                                        (290,141)            (51,932)
                                                                    -------------       -------------
  Minimum pension liability adjustment:
     Before tax                                                          (673,563)                 --
     Tax effect                                                           309,165                  --
                                                                    -------------       -------------
       Net of tax                                                        (364,398)                 --
                                                                    -------------       -------------
  Balance at March 31                                               $    (203,741)      $     758,499
                                                                    =============       =============
Treasury Stock
  Balance at January 1                                              $ (33,577,847)      $ (32,400,952)
  Purchase of common shares                                                    --            (117,798)
  Issuance of shares under incentive compensation plan                         --            (493,654)
  Surrender of shares issued under
    incentive compensation plan                                          (251,484)                 --
                                                                    -------------       -------------
  Balance at March 31                                               $ (33,829,331)      $ (33,012,404)
                                                                   =============       =============

Unearned Compensation
  Balance at January 1                                              $    (894,976)      $  (1,873,926)
  Amortization of unearned compensation                                   185,670             185,670
                                                                    -------------       -------------
  Balance at March 31                                               $    (709,306)      $  (1,688,256)
                                                                    =============       =============
Total Shareholders' Equity
  Balance at January 1                                              $ 143,185,082       $ 129,780,324
  Net changes during the period                                         5,188,633           2,769,256
                                                                    -------------       -------------
  Balance at March 31                                               $ 148,373,715       $ 132,549,580
                                                                    =============       =============
</TABLE>

See Notes to Consolidated Financial Statements.


                                       6
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                             March 31,
                                                                      2004                2003
                                                                 -------------       -------------
<S>                                                              <C>                 <C>
Operating Activities
  Net Income                                                     $   6,460,509       $   5,846,423
  Adjustments to reconcile net income to net cash provided
   by (used in) operating activities:
    Provision for loan losses                                        2,426,500           1,791,300
    Depreciation and amortization of premises and equipment            419,137             420,313
    Securities gains                                                  (536,304)            (95,992)
    Income from bank owned life insurance                             (233,695)           (260,830)
    Deferred income tax benefit                                       (398,534)            (77,608)
    Net change in loans held for sale                               (7,870,437)         (2,206,850)
    Amortization of unearned compensation                              185,670             185,670
    Amortization of premiums on securities                             333,904             487,138
    Accretion of discounts on securities                               (97,977)           (393,779)
    Increase  in accrued interest receivable                          (349,692)           (413,416)
    Increase in accrued expenses and
     other liabilities                                              (4,101,660)          1,374,017
    Increase in other assets                                        (2,829,723)         (2,455,581)
    Other, net                                                        (615,882)           (482,643)
                                                                 -------------       -------------
     Net cash (used in) provided by operating activities            (7,208,184)          3,718,162
                                                                 -------------       -------------

Investing Activities
  Purchase of premises and equipment                                  (897,753)           (671,798)
  (Increase) Decrease in interest-bearing deposits
   with other banks                                                   (819,213)            735,761
  Decrease in Federal funds sold                                            --           5,000,000
  Net decrease in loans held in portfolio                           45,425,831          10,041,658
  Increase in other real estate                                       (462,222)           (123,346)
  Proceeds from prepayments, redemptions or maturities
   of securities - held to maturity                                 29,621,561          46,132,302
  Purchases of securities - held to maturity                       (43,387,576)        (85,864,790)
  Proceeds from sales of securities - available for sale            37,031,642           3,707,515
  Proceeds from prepayments, redemptions or maturities
   of securities - available for sale                               12,592,171         117,120,717
  Purchases of securities - available for sale                     (63,180,944)        (94,236,576)
                                                                 -------------       -------------
     Net cash provided by investing activities                      15,923,497           1,841,443
                                                                 -------------       -------------

Financing Activities
  Decrease in noninterest-bearing deposits                         (44,795,328)        (47,394,401)
  Increase in interest-bearing deposits                             56,351,896          41,276,312
  Net proceeds from issuance of Corporation Obligated
  Decrease in Federal funds purchased                              (10,000,000)                 --
  Net increase in securities sold under agreements
   to repurchase                                                    19,368,622          18,596,874
  Decrease in commercial paper and
   other short-term borrowings                                     (45,852,381)        (17,738,302)
  Purchase of treasury stock                                                --            (117,798)
  Proceeds from exercise of stock options                              939,697             183,510
  Cash dividends paid on common and preferred stock                 (2,918,800)         (2,263,155)
                                                                 -------------       -------------
        Net cash used in financing activities                      (26,906,294)         (7,456,960)
                                                                 -------------       -------------
Net decrease in cash and due from banks                            (18,190,981)         (1,897,355)
Cash and due from banks - beginning of period                       63,947,722          58,173,569
                                                                 -------------       -------------
Cash and due from banks - end of period                          $  45,756,741       $  56,276,214
                                                                 =============       =============

Supplemental disclosures:
  Interest paid                                                  $   4,479,390       $   3,846,231
  Income taxes paid                                                  5,942,600           2,346,594
</TABLE>

See Notes to Consolidated Financial Statements.


                                       7
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.    The consolidated financial statements include the accounts of Sterling
      Bancorp ("the parent company") and its subsidiaries, principally Sterling
      National Bank and its subsidiaries ("the bank"), after elimination of
      material intercompany transactions. The term "the Company" refers to
      Sterling Bancorp and its subsidiaries. The consolidated financial
      statements as of and for the interim periods ended March 31, 2004 and 2003
      are unaudited; however, in the opinion of management, all adjustments,
      consisting of normal recurring accruals, necessary for a fair presentation
      of such periods have been made. Certain reclassifications have been made
      to the 2003 consolidated financial statements to conform to the current
      presentation. The interim consolidated financial statements should be read
      in conjunction with the Company's annual report on Form 10-K for the year
      ended December 31, 2003. The Company effected a five-for-four stock split
      on September 10,2003 and paid stock dividends as follows: 20% on December
      9, 2002; 10% on December 10, 2001; 10% on December 11, 2000; and 5% on
      December 14, 1999. Fractional shares were cashed-out and payments were
      made to shareholders in lieu of fractional shares. All capital and share
      amounts as well as basic and diluted average number of shares outstanding
      and earnings per average common share information for all prior reporting
      periods have been restated to reflect the effect of the stock split and
      stock dividends.

2.    At March 31, 2004, the Company has a stock-based employee compensation
      plan, which is described more fully in Note 15 of the Company's annual
      report on Form 10-K for the year ended December 31, 2003. The Company
      accounts for this plan under the recognition and measurement principles of
      APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
      related Interpretations. No stock-based employee compensation cost is
      reflected in net income, as all options granted under those plans had an
      exercise price equal to the market value of the underlying common stock on
      the date of grant. In accordance with Statement of Financial Accounting
      Standards ("SFAS") No. 148, the following table illustrates the effect on
      net income and earnings per average common share if the Company had
      applied the fair value recognition provisions of SFAS No. 123, "Accounting
      for Stock-Based Compensation," to the stock-based employee compensation
      plans.

<TABLE>
<CAPTION>
      Three Months Ended March 31,                          2004                2003
      ----------------------------                     -------------       -------------
<S>                                                    <C>                 <C>
      Net income available for
          common shareholders                          $   6,460,509       $   5,814,630
      Deduct: Total stock-based employee
          compensation expense determined under
          fair value based method for all awards,
          net of related tax effects                        (125,600)           (288,988)
                                                       -------------       -------------

      Pro forma, net income                            $   6,334,909       $   5,525,642
                                                       =============       =============

      Earnings per average common share:
          Basic- as reported                           $        0.43       $        0.39
          Basic- pro forma                                      0.42                0.37
          Diluted- as reported                                  0.40                0.37
          Diluted- pro forma                                    0.39                0.35
</TABLE>


                                       8
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

3.    The major components of domestic loans held for sale and loans held in
      portfolio are as follows:

                                                            March 31,
                                                  ------------------------------
                                                      2004               2003
                                                  ------------      ------------
      Loans held for sale
        Real estate-mortgage                      $ 48,426,817      $ 56,891,837
                                                  ============      ============
      Loans held in portfolio
        Commercial and industrial                 $509,376,472      $481,855,068
        Lease financing                            173,423,983       150,516,210
        Real estate-mortgage                       163,288,645       133,891,771
        Real estate-construction                     2,354,375         2,400,000
        Installment                                 16,012,469         9,582,449
        Loans to depository institutions            10,000,000        20,000,000
                                                  ------------      ------------

        Loans, gross                               874,455,944       798,245,498
        Less unearned discounts                     21,448,240        18,493,727
                                                  ------------      ------------

        Loans, net of unearned discounts          $853,007,704      $779,751,771
                                                  ============      ============

4.    The Financial Accounting Standards Board SFAS No. 131, "Disclosures about
      Segments of an Enterprise and Related Information," established standards
      for the way that public business enterprises report and disclose selected
      information about operating segments in interim financial statements
      provided to stockholders.

      The Company provides a broad range of financial products and services,
      including commercial loans, asset-based financing, factoring and accounts
      receivable management services, trade financing, equipment leasing,
      corporate and consumer deposit services, commercial and residential
      mortgage lending and brokerage, trust and estate administration and
      investment management services. The Company's primary source of earnings
      is net interest income, which represents the difference between interest
      earned on interest-earning assets and the interest incurred on
      interest-bearing liabilities. The Company's 2004 year-to-date average
      interest-earning assets were 54.5% loans (corporate lending was 73.0% and
      real estate lending was 24.0% of total loans, respectively) and 43.9%
      investment securities and money market investments. There are no industry
      concentrations exceeding 10% of loans, gross, in the corporate loan
      portfolio. Approximately 67% of loans are to borrowers located in the
      metropolitan New York area. In order to comply with the provisions of SFAS
      No. 131, the Company has determined that it has three reportable operating
      segments: corporate lending, real estate lending and company-wide
      treasury.


                                       9
<PAGE>

The following tables provide certain information regarding the Company's
operating segments for the three-month periods ended March 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                               Corporate          Real Estate         Company-wide
                                                Lending              Lending             Treasury             Totals
                                             --------------      --------------      --------------      --------------
<S>                                          <C>                 <C>                 <C>                 <C>
      Three Months Ended March 31, 2004
      Net interest income                    $    8,343,016      $    3,806,233      $    6,454,685      $   18,603,934
      Noninterest income                          2,925,051           3,703,428             794,919           7,423,398
      Depreciation and amortization                  60,781              99,771                  --             160,552
      Segment income before taxes                 2,627,153           4,068,608           7,906,229          14,601,990
      Segment assets                            677,522,971         221,637,058         802,047,198       1,701,207,227

      Three Months Ended March 31, 2003
      Net interest income                    $    8,323,536      $    3,752,090      $    5,770,393      $   17,846,019
      Noninterest income                          3,004,572           3,305,157             377,133           6,686,862
      Depreciation and amortization                  50,165              76,256                  --             126,421
      Segment income before taxes                 3,734,854           3,321,350           6,536,128          13,592,332
      Segment assets                            631,517,965         196,423,973         708,292,761       1,536,234,699
</TABLE>

The following table sets forth reconciliations of net interest income,
noninterest income, profits and assets of reportable operating segments to the
Company's consolidated totals:

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31,
                                                 -------------------------------------
                                                      2004                   2003
                                                 ---------------       ---------------
<S>                                              <C>                   <C>
Net interest income:
    Total for reportable operating segments      $    18,603,934       $    17,846,019
    Other [1]                                            445,879               410,410
                                                 ---------------       ---------------

Consolidated net interest income                 $    19,049,813       $    18,256,429
                                                 ===============       ===============

Noninterest income:
    Total for reportable operating segments      $     7,423,398       $     6,686,862
    Other [1]                                            746,257               767,435
                                                 ---------------       ---------------

Consolidated noninterest income                  $     8,169,655       $     7,454,297
                                                 ===============       ===============

Income before taxes:
    Total for reportable operating segments      $    14,601,990       $    13,592,332
    Other [1]                                         (4,502,872)           (4,065,124)
                                                 ---------------       ---------------

Consolidated income before income taxes          $    10,099,118       $     9,527,208
                                                 ===============       ===============

Assets:
    Total for reportable operating segments      $ 1,701,207,227       $ 1,536,234,699
    Other [1]                                         34,158,559            26,783,075
                                                 ---------------       ---------------

Consolidated assets                              $ 1,735,365,786       $ 1,563,017,774
                                                 ===============       ===============
</TABLE>

      [1]   Represents operations not considered to be a reportable segment
            and/or general operating expenses of the Company.


                                       10
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

5.    The following information is provided in connection with the sales of
      available for sale securities:

            Three Months Ended March 31,               2004              2003
            ----------------------------            -----------      -----------

            Proceeds                                $37,031,642      $ 3,707,515

            Gross Gains                                 536,304           95,992

            Gross Losses                                     --               --

6.    On December 31, 2003, the Company adopted Financial Accounting Standards
      Board ("FASB") Interpretation No. 46R ("FIN 46R") "Consolidation of
      Variable Interest Entities," which clarified certain provisions of a
      previously released interpretation. Under the provisions of FIN 46R,
      Sterling deconsolidated the issuer trust and accounts for its investment
      in the trust as an asset, its junior subordinated debentures as long-term
      debt and the interest paid on those debentures as interest expense. As a
      result of the adoption of FIN 46R, the Company's prior period
      presentations have been restated to conform to the current presentation.

7.    In February 2004, 224,432 Series D preferred shares were converted into
      428,304 common shares.

8.    The following tables set forth the disclosures required for net periodic
      benefit cost and net benefit cost:

      Quarters Ended March 31,                       2004               2003
      ------------------------                    -----------       -----------

      COMPONENTS OF NET PERIODIC COST
      Service Cost                                $   410,546       $   271,815
      Interest Cost                                   516,744           414,305
      Expected return on plan assets                 (452,029)         (342,613)
      Amortization of prior service cost               19,331            19,331
      Recognized actuarial loss                       209,121           175,058
                                                  -----------       -----------

      Net periodic benefit cost                       703,713           537,896

      Settlement gain                              (1,331,190)               --
                                                  -----------       -----------

      Net benefit cost                            $  (627,477)      $   537,896
                                                  ===========       ===========

      The Company previously disclosed in its financial statements for the year
      ended December 31,2003, that it expected to contribute approximately
      $2,000,000 to the defined benefit pension plan in 2004. As of March 31,
      2004, the expected contribution has decreased to $1,000,000. No
      contribution has been made as of March 31, 2004.


                                       11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following commentary presents management's discussion and analysis of the
financial condition and results of operations of Sterling Bancorp ("the parent
company"), a financial holding company under the Gramm-Leach-Bliley Act of 1999,
and its subsidiaries, principally Sterling National Bank ("the bank").
Throughout this discussion and analysis, the term "the Company" refers to
Sterling Bancorp and its subsidiaries. This discussion and analysis should be
read in conjunction with the consolidated financial statements and supplemental
data contained elsewhere in this quarterly report and the Company's annual
report on Form 10-K for the year ended December 31, 2003. Certain
reclassifications have been made to prior years' financial data to conform to
current financial statement presentations as well as to reflect the effect of
the five-for-four stock split effected on September 10, 2003.

OVERVIEW

The Company provides a broad range of financial products and services, including
business and consumer loans, commercial and residential mortgage lending and
brokerage, asset-based financing, factoring/accounts receivable management
services, deposit services, trade financing, equipment leasing, trust and estate
administration, and investment management services. The Company has operations
in New York, New Jersey, Virginia and North Carolina and conducts business
throughout the United States. The economic conditions in these areas and
throughout the United States have a significant impact on loan demand, the
ability of borrowers to repay these loans and the value of any collateral
securing these loans.

For the three months ended March 31, 2004, the bank's average earning assets
represented approximately 97.5% of the Company's average earning assets. Loans
represented 53.4% and investment securities represented 45.1% of the bank's
average earning assets for the first quarter of 2004.

The Company's primary source of earnings is net interest income, and its
principal market risk exposure is interest rate risk. The Company is not able to
predict market interest rate fluctuations, and its asset-liability management
strategy may not prevent interest rate changes from having a material adverse
effect on the Company's results of operations and financial condition.

Although management endeavors to minimize the credit risk inherent in the
Company's loan portfolio, it must necessarily make various assumptions and
judgements about the collectibility of the loan portfolio based on its
experience and evaluation of economic conditions. If such assumptions or
judgements prove to be incorrect, the current allowance for loan losses may not
be sufficient to cover loan losses and additions to the allowance may be
necessary, which would have a negative impact on net income.


                                       12
<PAGE>

There is intense competition in all areas in which the Company conducts its
business. The Company competes with banks and other financial institutions,
including savings and loan associations, savings banks, finance companies and
credit unions. Many of these competitors have substantially greater resources
and lending limits and provide a wider array of banking services. To a limited
extent, the Company also competes with other providers of financial services,
such as money market mutual funds, brokerage firms, consumer finance companies
and insurance companies. Competition is based on a number of factors, including
prices, interest rates, service, availability of products, and geographic
location.

The Company regularly evaluates acquisition opportunities and conducts due
diligence activities in connection with possible acquisitions. As a result,
acquisition discussions, and in some cases negotiations, regularly take place
and future acquisitions could occur.

INCOME STATEMENT ANALYSIS

Net interest income, which represents the difference between interest earned on
interest-earning assets and interest incurred on interest-bearing liabilities,
is the Company's primary source of earnings. Net interest income can be affected
by changes in market interest rates as well as the level and composition of
assets, liabilities and shareholders' equity. Net interest spread is the
difference between the average rate earned, on a tax-equivalent basis, on
interest-earning assets and the average rate paid on interest-bearing
liabilities. The net yield on interest-earning assets ("net interest margin") is
calculated by dividing tax equivalent net interest income by average
interest-earnings assets. Generally, the net interest margin will exceed the net
interest spread because a portion of interest-earning assets are funded by
various noninterest-bearing sources, principally noninterest-bearing deposits
and shareholders' equity. The increases (decreases) in the components of
interest income and interest expense, expressed in terms of fluctuation in
average volume and rate, are provided in the Rate/Volume Analysis shown on Page
22. Information as to the components of interest income and interest expense and
average rates is provided in the Average Balance Sheets shown on page 21.

Comparisons of the Three Months Ended March 31, 2004 and 2003

The Company reported net income for the three months ended March 31, 2004 of
$6.5 million, representing $0.40 per share, calculated on a diluted basis,
compared to $5.8 million, or $0.37 per share calculated on a diluted basis, for
the first quarter of 2003. This increase reflects continued growth in both net
interest income and noninterest income which more than offset increases in the
provision for loan losses and noninterest expenses.


                                       13
<PAGE>

Net Interest Income

Net interest income on a tax equivalent basis, increased to $19.3 million for
the first quarter of 2004 from $18.5 million for the 2003 period, due to higher
average earning assets outstanding coupled with lower average cost of funding
partially offset by a lower yield on earning assets and higher average
interest-bearing deposit balances. The net interest margin, on a tax equivalent
basis, was 4.90% for the first three months of 2004 compared to 5.47% for 2003.
The decrease in the net interest margin was primarily the result of the impact
of the lower interest rate environment in 2004, partially offset by the impact
of an increase in average investment securities and loan outstandings.

Total interest income, on a tax-equivalent basis, aggregated $23.8 million for
the first three months of 2004, up from $22.9 million for the 2003 period. The
tax-equivalent yield on interest-earning assets was 6.09% for the first quarter
of 2004 compared to 6.80% for the 2003 period.

Interest earned on the loan portfolio amounted to $15.1 million for the first
three months of 2004, up $0.3 million from a year ago. Average loan balances
amounted to $862.6 million an increase of $59.8 million from an average of
$802.8 million in the prior year period. The increase in the average loans,
(across virtually all segments of the Company's loan portfolio), primarily due
to the Company's business development activities and the ongoing consolidation
of banks in the Company's marketing area, accounted for the increase in interest
earned on loans. The decrease in the yield on the domestic loan portfolio to
7.22% for the first quarter of 2004 from 7.73% for 2003 was primarily
attributable to the mix of outstanding balances on average among the components
of the loan portfolio and lower interest rate environment in 2004.

Interest earned on the securities portfolio, on a tax-equivalent basis,
increased to $8.6 million for the first three months of 2004 from $8.1 million
in the prior year period. Average outstandings increased to $695.1 million from
$568.0 in the prior year period. The average life of the securities portfolio
was approximately 3.4 years at March 31, 2004 compared to 2.7 years at March 31,
2003, reflecting the impact of purchases made in the second, third and fourth
quarters of 2003 and the first quarter of 2004. The decrease in yields on most
of the securities portfolio reflects the impact of purchases made during the
lower rate environment on average in the 2004 period and of the principal
prepayments primarily in the second, third and fourth quarters of 2003.

Total interest expense increased to $4.5 million for the first three months of
2004 from $4.4 million for the 2003 period, primarily due to higher average
balances for interest-bearing deposits partially offset by lower rates paid for
those balances and for borrowed funds.

Interest expense on deposits increased to $2.5 million for the first quarter of
2004 from $2.2 million for the 2003 period due to an increase in average balance
partially offset by a decrease in the cost of those funds. Average interest-
bearing deposit balances increased to $793.7 million for the first
quarter of 2004 from $655.3 in the 2003 period primarily the result of the
Company's branching initiatives and other business development activities.
Average rate paid on interest-bearing deposits was 1.25% which was 11 basis
points lower than


                                       14
<PAGE>

the prior year period. The decrease in average cost of deposits reflects the
lower interest rate environment during the 2004.

Provision for Loan Losses

Based on management's continuing evaluation of the loan portfolio (discussed
under "Asset Quality" below), the provision for loan losses for the first three
months of 2004 increased to $2.4 million from $1.8 million for the prior year
period. Factors affecting the level of provision included the growth in the loan
portfolios, changes in general economic conditions and the amount of nonaccrural
loans.

Noninterest Income

Noninterest income increased to $8.2 million for the first quarter of 2004 from
$7.5 million in the 2003 period, primarily due to increased income from mortgage
banking, principally the result of a change in the mix of loans sold due to a
broader array of loan products and an increased focus on higher margin loans,
and gains on sales of available for sale securities. Partially offsetting these
increases were lower revenues from fees for deposit and various other services
and from bank-owned life insurance program.

Noninterest Expenses

Noninterest expenses increased $0.3 million for the first quarter of 2004 when
compared to 2003 period. The increase was primarily due to investments in the
Sterling franchise, including the new branches, with higher expenses related to
salaries, advertising, professional fees and equipment. These higher expenses
were partially offset by a $1.3 million reduction in employee benefit costs as a
result of an executive relinquishing his right to receive pension payments in
exchange for a life insurance policy.

BALANCE SHEET ANALYSIS

Securities

The Company's securities portfolios are comprised of principally U.S. government
and U.S. government corporation and agency guaranteed mortgage-backed securities
along with other debt and equity securities. At March 31, 2004, the Company's
portfolio of securities totaled $712.8 million, of which U.S. government
corporation and agency guaranteed mortgage-backed securities and collateralized
mortgage obligations having an average life of approximately 3.4 years amounted
to $630.1 million. The Company has the intent and ability to hold to maturity
securities classified as "held to maturity." These securities are carried at
cost, adjusted for amortization of premiums and accretion of discounts. The
gross unrealized gains and losses on "held to maturity" securities were $7.8
million and $1.4 million, respectively. Securities classified as "available for
sale" may be sold in the future, prior to maturity. These securities are carried
at market value. Net aggregate unrealized gains or losses on these securities
are included in a valuation allowance account and are shown net of taxes, as a
component of shareholders' equity. "Available for sale" securities included
gross unrealized gains of $6.8 million and gross unrealized losses of $0.9
million. Given the generally high credit quality of the portfolio, management
expects to realize all of its investment upon the maturity of such instruments
and thus believes that any market value impairment is temporary.


                                       15
<PAGE>

The following table presents information regarding securities available for
sale:

<TABLE>
<CAPTION>
                                      Gross             Gross             Gross
                                    Amortized        Unrealized        Unrealized          Market
March 31, 2004                         Cost             Gains             Losses            Value
--------------                    ------------      ------------      ------------      ------------
<S>                               <C>               <C>               <C>               <C>
U.S. Treasury securities          $  2,497,497      $          3      $         --      $  2,497,500
Obligations of U.S. govern-
  ment corporations and
  agencies--mortgage-backed
  securities                       183,670,329         4,302,020            79,276       187,893,073
Obligations of U.S. govern-
  ment corporations and
  agencies--collateralized
  mortgage obligations              60,240,209            56,029           821,600        59,474,638
Obligations of state and
  political institutions            30,599,793         1,801,578                --        32,401,371
Trust preferred securities           3,221,206           557,526                --         3,778,732
Other debt securities               34,994,283           103,592                --        35,097,875
Federal Reserve Bank and
  other equity securities            7,685,142            20,531               199         7,705,474
                                  ------------      ------------      ------------      ------------

        Total                     $322,908,459      $  6,841,279      $    901,075      $328,848,663
                                  ============      ============      ============      ============
</TABLE>

The following table presents information regarding securities held to maturity:

<TABLE>
<CAPTION>
                                                        Gross             Gross          Estimated
                                    Carrying         Unrealized        Unrealized          Market
March 31, 2004                        Value             Gains             Losses            Value
--------------                    ------------      ------------      ------------      ------------
<S>                               <C>               <C>               <C>               <C>
Obligations of U.S. govern-
  ment corporations and
  agencies-- mortgage-backed
  securities                      $300,156,326      $  7,739,964      $     86,796      $307,809,494
Obligations of U.S. govern-
  ment corporations and
  agencies--collateralized
  mortgage obligations              82,589,082           105,273         1,349,894        81,344,461
Debt securities issued by
  Foreign governments                1,250,000                --                --         1,250,000
                                  ------------      ------------      ------------      ------------

        Total                     $383,995,408      $  7,845,237      $  1,436,690      $390,403,955
                                  ============      ============      ============      ============
</TABLE>


                                       16
<PAGE>

Loan Portfolio

A management objective is to maintain the quality of the loan portfolio. The
Company seeks to achieve this objective by maintaining rigorous underwriting
standards coupled with regular evaluation of the creditworthiness of and the
designation of lending limits for each borrower. The portfolio strategies
include seeking industry and loan size diversification in order to minimize
credit exposure and the origination of loans in markets with which the Company
is familiar.

The Company's commercial and industrial loan portfolio represents approximately
57% of all loans. Loans in this category are typically made to small and
medium-sized businesses and range between $25,000 and $10 million. Sources of
repayment are from the borrower's operating profits, cash flows and liquidation
of pledged collateral. Based on underwriting standards, loans may be secured in
whole or in part by collateral such as liquid assets, accounts receivable,
equipment, inventory, and real property. The Company's real estate loan
portfolio, which represents approximately 24% of all loans, is secured by
mortgages on real property located principally in the states of New York and
Virginia. The Company's leasing portfolio, which consists of finance leases for
various types of business equipment, represents approximately 17% of all loans.
The collateral securing any loan may vary in value based on market conditions.

The following table sets forth the composition of the Company's loans held for
sale and loans held in portfolio:

<TABLE>
<CAPTION>
                                                              March 31,
                                             ---------------------------------------------
                                                     2004                      2003
                                             -------------------       -------------------
                                                             ($ in thousands)
                                                            % of                     % of
                                             Balances      Gross       Balances      Gross
                                             --------      -----       --------      -----
<S>                                          <C>           <C>         <C>           <C>
Domestic
  Commercial and industrial                  $508,879       56.4%      $481,183       57.5%
  Equipment lease financing                   152,483       16.9        132,720       15.9
  Real estate - mortgage                      211,712       23.5        190,774       22.8
  Real estate - construction                    2,354        0.3          2,400        0.3
  Installment - individuals                    16,007        1.8          9,567        1.1
  Loans to depository institutions             10,000        1.1         20,000        2.4
                                             --------      -----       --------      -----

  Loans, net of unearned discounts           $901,435      100.0%      $836,644      100.0%
                                             ========      =====       ========      =====
</TABLE>

Asset Quality

Intrinsic to the lending process is the possibility of loss. In times of
economic slowdown, the risk of loss inherent in the Company's portfolio of loans
may be increased. While management endeavors to minimize this risk, it
recognizes that loan losses will occur and that the amount of these losses will
fluctuate depending on the risk characteristics of the loan portfolio which in
turn depend on current and expected economic conditions, the financial condition
of borrowers, the realization of collateral, and the credit management process.

Management views the allowance for loan losses as a critical accounting policy
due to its subjectivity. The allowance for loan losses is maintained through the


                                       17
<PAGE>

provision for loan losses, which is a charge to operating earnings. The adequacy
of the provision and the resulting allowance for loan losses is determined by a
management evaluation process of the loan portfolio, including identification
and review of individual problem situations that may affect the borrower's
ability to repay, review of overall portfolio quality through an analysis of
current charge-offs, delinquency and nonperforming loan data, estimates of the
value of any underlying collateral, an assessment of current and expected
economic conditions and changes in the size and character of the loan portfolio.
Other data utilized by management in determining the adequacy of the allowance
for loan losses includes, but is not limited to, the results of regulatory
reviews, the amount of, trend of and/or borrower characteristics on loans that
are identified as requiring special attention as part of the credit review
process, and peer group comparisons. The impact of this other data might result
in an allowance which will be greater than that indicated by the evaluation
process previously described. The allowance reflects management's evaluation
both of loans presenting identified loss potential and of the risk inherent in
various components of the loan portfolio, including loans identified as impaired
as required by SFAS No. 114. Thus, an increase in the size of the portfolio or
in any of its components could necessitate an increase in the allowance even
though there may not be a decline in credit quality or an increase in potential
problem loans. A significant change in any of the evaluation factors described
above could result in future additions to the allowance. At March 31, 2004, the
ratio of the allowance to loans held in portfolio, net of unearned discounts,
was 1.73% and the allowance was $14.8 million. At such date, the Company's
nonaccrual loans amounted to $2.7 million; $1.4 million of such loans was judged
to be impaired within the scope of SFAS No. 114. Nonaccrual and impaired loans
at March 31, 2004 include one commercial loan in the amount of $0.6 million.
Based on the foregoing, as well as management's judgement as to the current
risks inherent in loans held in portfolio, the Company's allowance for loan
losses was deemed adequate to absorb all reasonably anticipated losses on
specifically known and other possible credit risks associated with the portfolio
as of March 31, 2004. Net losses within loans held in portfolio are not
statistically predictable and changes in conditions in the next twelve months
could result in future provisions for loan losses varying from the level taken
in the first quarter of 2004. Potential problem loans, which are loans that are
currently performing under present loan repayment terms but where known
information about possible credit problems of borrowers causes management to
have serious doubts as to the ability of the borrowers to continue to comply
with the present repayment terms, aggregated $1.0 million at March 31, 2004.


                                       18
<PAGE>

Deposits

A significant source of funds for the Company continues to be deposits,
consisting of demand (noninterest-bearing), NOW, savings, money market and time
deposits (principally certificates of deposit).

      The following table provides certain information with respect to the
Company's deposits:

<TABLE>
<CAPTION>
                                                              March 31,
                                      ----------------------------------------------------------
                                                2004                             2003
                                      ------------------------          ------------------------
                                                            ($ in thousands)
                                                          % of                              % of
                                       Balances          Total           Balances           Total
                                       --------          -----           --------           -----
<S>                                   <C>                <C>            <C>                <C>
Domestic
  Demand                              $  429,297          35.1%         $  354,159          34.0%
  NOW                                    133,189          10.9             114,971          11.0
  Savings                                 34,216           2.8              26,959           2.6
  Money market                           199,206          16.3             173,851          16.7
  Time deposits                          424,389          34.7             368,035          35.4
                                      ----------         -----          ----------         -----

      Total domestic deposits          1,220,297          99.8           1,037,975          99.7
Foreign
  Time deposits                            3,000           0.2               3,000           0.3
                                      ----------         -----          ----------         -----

      Total deposits                  $1,223,297         100.0%         $1,040,975         100.0%
                                      ==========         =====          ==========         =====
</TABLE>

Fluctuations of balances in total or among categories at any date may occur
based on the Company's mix of assets and liabilities as well as on customers'
balance sheet strategies. Historically, however, average balances for deposits
have been relatively stable. Information regarding these average balances is
presented on page 21.

CAPITAL

The Company and the bank are subject to risk-based capital regulations which
quantitatively measure capital against risk-weighted assets, including certain
off-balance sheet items. These regulations define the elements of the Tier 1 and
Tier 2 components of Total Capital and establish minimum ratios of 4% for Tier 1
capital and 8% for Total Capital for capital adequacy purposes. Supplementing
these regulations is a leverage requirement. This requirement establishes a
minimum leverage ratio (at least 3% to 5%) which is calculated by dividing Tier
1 capital by adjusted quarterly average assets (after deducting goodwill).
Information regarding the Company's and the bank's risk-based capital is
presented on page 23. In addition, the bank is subject to the Federal Deposit
Insurance Corporation Improvement Act of 1981 ("FDICIA") which imposes a number
of mandatory supervisory measures. Among other matters, five capital categories,
ranging from "well capitalized" to "critically under capitalized", are used by
regulatory agencies to determine a bank's deposit insurance premium, approval of
applications authorizing institutions to increase their asset size or otherwise
expand business activities or acquire other institutions. Under FDICIA, a "well
capitalized" bank must maintain minimum leverage, Tier 1 and Total Capital
ratios of 5%, 6% and 10%, respectively. The Federal Reserve Board applies
comparable tests for holding companies such as the Company. At March 31, 2004,
the Company and the bank exceeded the requirements for "well capitalized"
institutions.


                                       19
<PAGE>

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this quarterly report, including but not limited
to, statements concerning future results of operations or financial position,
borrowing capacity and future liquidity, future investment results, future
credit exposure, future loan losses and plans and objectives for future
operations, and other statements contained herein regarding matters that are not
historical facts, are "forward-looking statements" as defined in the Securities
Exchange Act of 1934. These statements are not historical facts but instead are
subject to numerous assumptions, risks and uncertainties, and represent only our
belief regarding future events, many of which, by their nature, are inherently
uncertain and outside our control. Any forward-looking statements we may make
speak only as of the date on which such statements are made. Our actual results
and financial position may differ materially from the anticipated results and
financial condition indicated in or implied by these forward-looking statements.

Factors that could cause our actual results to differ materially from those in
the forward-looking statements include, but are not limited to, the following:
inflation, interest rates, market and monetary fluctuations; geopolitical
development including acts of war and terrorism and their impact on economic
conditions; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System; changes particularly declines, in general economic
conditions and in the local economies in which the Company operates; the
financial condition of the Company's borrowers; competitive pressures on loan
and deposit pricing and demand; changes in technology and their impact on the
marketing of new products and services and the acceptance of these products and
services by new and existing customers; the willingness of customers to
substitute competitors' products and services for the Company's product and
services; the impact of changes in the financial services' laws and regulations
(including laws concerning taxes, banking, securities and insurance); changes in
accounting principles, policies and guidelines; the success of the Company at
managing the risks involved in the foregoing as well as other risks and
uncertainties detailed from time to time in press releases and other public
filings. The foregoing list of important factors is not exclusive, and we will
not update any forward-looking statement, whether written or oral, that may be
made from time to time.


                                       20
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                           Average Balance Sheets [1]
                          Three Months Ended March 31,

                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                               2004                                      2003
                                               -----------------------------------      -------------------------------------
                                                 Average                   Average        Average                     Average
ASSETS                                           Balance      Interest       Rate         Balance      Interest        Rate
                                               ----------    ----------    -------      ----------    ----------      -------
<S>                                            <C>           <C>            <C>         <C>           <C>               <C>
Interest-bearing deposits
  with other banks                             $    3,429    $       59      0.94%      $    3,700    $        8        0.94%
Securities available for sale                     290,099         3,353      4.55          155,407         2,155        5.55
Securities held to maturity                       374,141         4,706      5.09          379,948         5,331        5.61
Securities tax-exempt [2]                          30,901           575      7.48           32,655           606        7.52
Federal funds sold                                 20,989            50      0.95            7,244            22        1.21
Loans, net of unearned discounts [3]              862,599        15,082      7.22          802,795        14,760        7.73
                                               ----------    ----------                 ----------    ----------
TOTAL INTEREST-EARNING ASSETS                   1,582,158        23,825      6.09%       1,381,749        22,882        6.80%
                                                             ----------     =====                     ----------       =====
Cash and due from banks                            66,657                                   53,842
Allowance for loan losses                         (15,322)                                 (14,244)
Goodwill                                           21,158                                   21,158
Other assets                                       67,859                                   63,527
                                               ----------                               ----------
             TOTAL ASSETS                      $1,722,510                               $1,506,032
                                               ==========                               ==========
LIABILITIES AND SHAREHOLDERS'
  EQUITY
Interest-bearing deposits
  Domestic
   Savings                                     $   32,947            32      0.39%      $   26,211            26        0.40%
   NOW                                            134,021           154      0.46          114,727           137        0.48
   Money market                                   209,946           370      0.71          151,143           175        0.47
   Time                                           413,758         1,909      1.86          360,263         1,852        2.08
  Foreign
   Time                                             3,000             8      1.07            3,000            12        1.66
                                               ----------    ----------                 ----------    ----------
          Total interest-bearing deposits         793,672         2,473      1.25          655,344         2,202        1.36
                                               ----------    ----------                 ----------    ----------
Borrowings
  Securities sold under agreements
   to repurchase - customers                       75,369           211      1.13           57,517           180        1.27
  Securities sold under agreements
   to repurchase - dealers                         36,550           105      1.15           36,307           119        1.34
  Federal funds purchased                           5,906            16      1.08            3,667            11        1.27
  Commercial paper                                 23,419            63      1.08           24,005            70        1.19
  Other short-term debt                            24,746           112      1.82           31,357           190        2.45
  Long-term debt                                  135,774         1,559      4.59          140,774         1,604        4.56
                                               ----------    ----------                 ----------    ----------
           Total borrowings                       301,764         2,066      2.74          293,627         2,174        2.97
                                               ----------    ----------                 ----------    ----------
TOTAL INTEREST-BEARING LIABILITIES              1,095,436         4,539      1.67%         948,971         4,376        1.87%
                                                             ==========     =====                     ==========       =====
Noninterest-bearing deposits                      402,110                                  345,519
Other liabilities                                  81,137                                   81,098
                                               ----------                               ----------
           Total liabilities                    1,578,683                                1,375,588
                                               ----------                               ----------
Shareholders' equity                              143,827                                  130,444
                                               ----------                               ----------
         TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY                  $1,722,510                               $1,506,032
                                               ==========                               ==========
Net interest income/spread                                       19,286      4.42%                        18,506        4.93%
                                                                            =====                                      =====
Net yield on interest-earning
  assets (margin)                                                            4.90%                                      5.47%
                                                                            =====                                      =====
Less: Tax equivalent adjustment                                     236                                      249
                                                             ----------                               ----------

Net interest income                                          $   19,050                               $   18,257
                                                             ==========                               ==========
</TABLE>

[1]   The average balances of assets, liabilities and shareholders' equity are
      computed on the basis of daily averages. Average rates are presented on a
      tax-equivalent basis. Certain reclassifications have been made to 2003
      amounts to conform to the current presentation.

[2]   Interest on tax-exempt securities is presented on a tax-equivalent basis.

[3]   Includes loans held for sale and loans held in portfolio; all loans are
      domestic. Nonaccrual loans are included in amounts outstanding and income
      has been included to the extent collected.


                                       21
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                            Rate/Volume Analysis [1]

                                 (in thousands)

<TABLE>
<CAPTION>
                                                             Increase/(Decrease)
                                                             Three Months Ended
                                                      March 31, 2004 to March 31, 2003
                                                -----------------------------------------

                                                  Volume          Rate           Net [2]
                                                ---------       ---------       ---------
<S>                                             <C>             <C>             <C>
INTEREST INCOME
Interest-bearing deposits with other banks      $      51       $      --       $      51
                                                ---------       ---------       ---------

Securities available for sale                       1,637            (439)          1,198
Securities held to maturity                           (46)           (579)           (625)
Securities tax-exempt                                 (28)             (3)            (31)
                                                ---------       ---------       ---------
      Total investment securities                   1,563          (1,021)            542
                                                ---------       ---------       ---------

Federal funds sold                                     34              (6)             28

Loans, net of unearned discounts [3]                1,332          (1,010)            322
                                                ---------       ---------       ---------

TOTAL INTEREST INCOME                           $   2,980       $  (2,037)      $     943
                                                =========       =========       =========

INTEREST EXPENSE
Interest-bearing deposits
  Domestic
    Savings                                     $       7       $      (1)      $       6
    NOW                                                23              (6)             17
    Money market                                       86             109             195
    Time                                              272            (215)             57
  Foreign
    Time                                               --              (4)             (4)
                                                ---------       ---------       ---------
      Total interest-bearing deposits                 388            (117)            271
                                                ---------       ---------       ---------

Borrowings
  Securities sold under agreements
    to repurchase - customers                          53             (22)             31
  Securities sold under agreements
    to repurchase - dealers                             2             (16)            (14)
  Federal funds purchased                               7              (2)              5
  Commercial paper                                     (1)             (6)             (7)
  Other short-term debt                               (34)            (44)            (78)
  Long-term debt                                      (54)              9             (45)
                                                ---------       ---------       ---------
      Total borrowings                                (27)            (81)           (108)
                                                ---------       ---------       ---------

TOTAL INTEREST EXPENSE                          $     361       $    (198)      $     163
                                                =========       =========       =========

NET INTEREST INCOME                             $   2,619       $  (1,839)      $     780
                                                =========       =========       =========
</TABLE>

[1]   This table is presented on a tax-equivalent basis.

[2]   Changes in interest income and interest expense due to a combination of
      both volume and rate have been allocated to the change due to volume and
      the change due to rate in proportion to the relationship of the change due
      solely to each. The effect of the extra day in 2004 has been included in
      the change in volume.

[3]   Includes loans held for sale and loans held in portfolio; all loans are
      domestic. Nonaccrual loans are included in amounts outstanding and income
      has been included to the extent collected.


                                       22
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                          Regulatory Capital and Ratios

Ratios and Minimums
(dollars in thousands)

<TABLE>
<CAPTION>
                                                                                For Capital                To Be Well
                                                       Actual                Adequacy Minimum             Capitalized
                                                 -------------------       -------------------       -------------------
As of March 31, 2004                              Amount       Ratio        Amount       Ratio        Amount       Ratio
--------------------                             --------      -----       --------      -----       --------      -----
<S>                                              <C>           <C>         <C>            <C>        <C>           <C>
Total Capital(to Risk Weighted Assets):
  The Company                                    $165,534      15.80%      $ 83,804       8.00%      $104,755      10.00%
  The bank                                        128,618      12.85         80,091       8.00        100,114      10.00

Tier 1 Capital(to Risk Weighted Assets):
  The Company                                     152,419      14.55         41,902       4.00         62,853       6.00
  The bank                                        116,078      11.59         40,045       4.00         60,068       6.00

Tier 1 Leverage Capital(to Average Assets):
  The Company                                     152,419       8.96         68,054       4.00         85,068       5.00
  The bank                                        116,078       6.97         66,607       4.00         83,258       5.00

As of December 31, 2003
-----------------------
Total Capital(to Risk Weighted Assets):
  The Company                                    $161,593      14.88%      $ 86,898       8.00%      $108,623      10.00%
  The bank                                        123,092      11.85         83,130       8.00        103,912      10.00

Tier 1 Capital(to Risk Weighted Assets):
  The Company                                     148,004      13.63         43,449       4.00         65,174       6.00
  The bank                                        110,086      10.59         41,565       4.00         62,347       6.00

Tier 1 Leverage Capital(to Average Assets):
  The Company                                     148,004       8.87         66,741       4.00         83,426       5.00
  The bank                                        110,086       6.76         65,112       4.00         81,390       5.00
</TABLE>


                                       23
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ASSET/LIIABILITY MANAGEMENT

The Company's primary earnings source is its net interest income; therefore the
Company devotes significant time and has invested in resources to assist in the
management of interest rate risk and asset quality. The Company's net interest
income is affected by changes in market interest rates, and by the level and
composition of interest-earning assets and interest-bearing liabilities. The
Company's objectives in its asset/liability management are to utilize its
capital effectively, to provide adequate liquidity and to enhance net interest
income, without taking undue risks or subjecting the Company unduly to interest
rate fluctuations.

The Company takes a coordinated approach to the management of its liquidity,
capital and interest rate risk. This risk management process is governed by
policies and limits established by senior management which are reviewed and
approved by the Asset/Liability Committee. This committee, which is comprised of
members of senior management, meets to review, among other things, economic
conditions, interest rates, yield curve, cash flow projections, expected
customer actions, liquidity levels, capital ratios and repricing characteristics
of assets, liabilities and financial instruments.

Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse
changes in market indices such as interest rates, foreign exchange rates and
equity prices. The Company's principal market risk exposure is interest rate
risk, with no material impact on earnings from changes in foreign exchange rates
or equity prices.

Interest rate risk is the exposure to changes in market interest rates. Interest
rate sensitivity is the relationship between market interest rates. Interest
rate sensitivity is the relationship between market interest rates and net
interest income due to the repricing characteristics of assets and liabilities.
The Company monitors the interest rate sensitivity of its balance sheet
positions by examining its near-term sensitivity and its longer-term gap
position. In its management of interest rate risk, the Company utilizes several
financial and statistical tools including traditional gap analysis and
sophisticated income simulation models.

A traditional gap analysis is prepared based on the maturity and repricing
characteristics of interest-earning assets and interest-bearing liabilities for
selected time bands. The mismatch between repricings or maturities within a time
band is commonly referred to as the "gap" for that period. A positive gap (asset
sensitive) where interest rate sensitive assets exceed interest rate sensitive
liabilities generally will result in the net interest margin increasing in a
rising rate environment and decreasing in a falling rate environment. A negative
gap (liability sensitive) will generally have the opposite result on the net
interest margin. However, the traditional gap analysis does not assess
the relative sensitivity of assets and liabilities to changes in interest rates
and other factors that could have an impact on interest rate sensitivity or net
interest income. The Company utilizes the gap analysis to complement its income
simulations modeling, primarily focusing on the longer-term structure of the
balance sheet.


                                       24
<PAGE>

The Company's balance sheet structure is primarily short-term in nature with a
substantial portion of assets and liabilities repricing or maturing within one
year. The Company's gap analysis at March 31, 2004, presented on page 28,
indicates that net interest income would increase during periods of rising
interest rates and decrease during periods of falling interest rates, but, as
mentioned above, gap analysis may not be an accurate predictor of net interest
income.

As part of its interest rate risk strategy, the Company may use financial
instrument derivatives to hedge the interest rate sensitivity of assets with the
corresponding amortization reflected in the yield of the related balance sheet
assets being hedged. The Company has written policy guidelines, approved by the
Board of Directors, governing the use of financial instruments, including
approved counterparties, risk limits and appropriate internal control
procedures. The credit risk of derivatives arises principally from the potential
for a counterparty to fail to meet its obligation to settle a contract on a
timely basis.

The Company utilizes income simulation models to complement its traditional gap
analysis. While the Asset/Liability Committee routinely monitors simulated net
interest income sensitivity over a rolling two-year horizon, it also utilizes
additional tools to monitor potential longer-term interest rate risk.

The income simulation models measure the Company's net interest income
volatility or sensitivity to interest rate changes utilizing statistical
techniques that allow the Company to consider various factors which impact net
interest income. These factors include actual maturities, estimated cash flows,
repricing characteristics, deposits growth/retention and, most importantly, the
relative sensitivity of the Company's assets and liabilities to changes in
market interest rates. This relative sensitivity is important to consider as the
Company's core deposit base has not been subject to the same degree of interest
rate sensitivity as its assets. The core deposit costs are internally managed
and tend to exhibit less sensitivity to changes in interest rates than the
Company's adjustable rate assets whose yields are based on external indices and
generally change in concert with market interest rates.

The Company's interest rate sensitivity is determined by identifying the
probable impact of changes in market interest rates on the yields on the
Company's assets and the rates that would be paid on its liabilities. This
modeling technique involves a degree of estimation based on certain assumptions
that management believes to be reasonable. Utilizing this process, management
projects the impact of changes in interest rates on net interest margin. The
Company has established certain policy limits for the potential volatility of
its net interest margin assuming certain levels of changes in market interest
rates with the objective of maintaining a stable net interest margin under
various probable rate scenarios. Management generally has maintained a risk
position well within the policy limits. As of March 31, 2004, the model
indicated the impact of a 200 basis point parallel and pro rata rise in rates
over 12 months would approximate a 3.50% ($2.5 million) increase in net interest
income, while the impact of a 200 basis point decline in rates over the same
period would approximate a 6.80% ($4.9 million) decline from an unchanged rate
environment.


                                       25
<PAGE>

The preceding sensitivity analysis does not represent a Company forecast and
should not be relied upon as being indicative of expected operating results.
These hypothetical estimates are based upon numerous assumptions including: the
nature and timing of interest rate levels including yield curve shape,
pre-payments on loans and securities, deposit decay rates, pricing decisions on
loans and deposits, reinvestment/replacement of asset and liability cash flows,
and others. While assumptions are developed based upon current economic and
local market conditions, the Company cannot provide any assurances as to the
predictive nature of these assumptions, including how customers preferences or
competitor influences might change.

Also, as market conditions vary from those assumed in the sensitivity analysis,
actual results will also differ due to: pre-payment/refinancing levels likely
deviating from those assumed, the varying impact of interest rate change caps or
floors on adjustable rate assets, the potential effect of changing debt service
levels on customers with adjustable rate loans, depositor early withdrawals and
product preference changes, and other variables. Furthermore, the sensitivity
analysis does not reflect actions that the Asset/Liability Committee might take
in responding to or anticipating changes in interest rates.

Liquidity Risk

Liquidity is the ability to meet cash needs arising from changes in various
categories of assets and liabilities. Liquidity is constantly monitored and
managed at both the parent company and the bank levels. Liquid Assets consist of
cash and due from banks, interest-bearing deposits in banks and Federal funds
sold and securities available for sale. Primary funding sources include core
deposits, capital market funds and other money market sources. Core deposits
included domestic noninterest-bearing and interest-bearing retail deposits,
which historically have been relatively stable. The parent company and the bank
believe that they have significant unused borrowing capacity. Contingency plans
exist which we believe could be implemented on a timely basis to mitigate the
impact of any dramatic change in market conditions.

While the parent company generates income from its own operations, it also
depends for its cash requirements on funds maintained or generated by its
subsidiaries, principally the bank. Such sources have been adequate to meet the
parent company's cash requirements throughout its history.

Various legal restrictions limit the extent to which the bank can supply funds
to the parent company and its nonbank subsidiaries. All national banks are
limited in the payment of dividends without the approval of the Comptroller of
the Currency to an amount not to exceed the net profits as defined, for the year
to date combined with its retained net profits for the preceding two calendar
years.

At March 31, 2004, the parent company's short-term debt, consisting principally
of commercial paper used to finance ongoing current business activities, was
approximately $24.4 million. The parent company had cash, interest-bearing
deposits with banks and other current assets aggregating $43.8 million. The
parent company also has back-up credit lines with banks of $19.0 million. Since
1979, the parent company has had no need to use the available back-up lines of
credit.


                                       26
<PAGE>

The following table sets forth information regarding the Company's obligations
and commitments to make future payments under contract as of March 31, 2004:

<TABLE>
<CAPTION>
                                                               Payments Due by Period
                                        ------------------------------------------------------------------
Contractual                                          Less than         1-3            4-5          After 5
Obligations                               Total        1 Year         Years          Years          Years
----------------------------------------------------------------------------------------------------------
                                                              (in thousands)
<S>                                     <C>           <C>           <C>            <C>            <C>
Long-Term Debt                          $135,774      $     --      $ 25,774       $ 10,000       $100,000
Operating Leases                          27,876         3,319         6,166          6,192         12,199
                                        --------      --------      --------       --------       --------

Total Contractual Cash Obligations      $163,650      $  3,319      $ 31,940       $ 16,192       $112,199
                                        ========      ========      ========       ========       ========
</TABLE>

The following table sets forth information regarding the Company's obligations
under other commercial commitments as of March 31, 2004:

<TABLE>
<CAPTION>
                                                    Amount of Commitment Expiration Per Period
                                        ------------------------------------------------------------------
Other Commercial                        Total Amount   Less than         1-3           4-5         After 5
Commitments                              Committed       1 Year         Years         Years         Years
----------------------------------------------------------------------------------------------------------
                                                                  (in thousands)
<S>                                     <C>             <C>           <C>           <C>           <C>
Residential loans                       $ 56,513        $ 56,513      $     --      $     --      $     --
Standby Letters of Credit                 31,647          30,711           936            --            --
Other Commercial Commitments              29,722          20,942         6,444         2,336            --
                                        --------        --------      --------      --------      --------

Total Commercial Commitments            $117,882        $108,166      $  7,380      $  2,336      $     --
                                        ========        ========      ========      ========      ========
</TABLE>

INFORMATION AVAILABLE ON OUR WEB SITE

Our Internet address is www.sterlingbancorp.com and the investor relations
section of our web site is located at www.sterlingbancorp.com/ir/investor.cfm.
We make available free of charge, on or through the investor relations section
of our web site, annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as
soon as reasonably practicable after we electronically file such material with,
or furnish it to, the Securities and Exchange Commission.

Also posted on our web site, and available in print upon request of any
shareholder to our Investor Relations Department, are the charters for our Board
of Directors' Audit Committee, Compensation Committee and Corporate Governance
and Nominating Committee, our Corporate Governance Guidelines, our Method for
Interested Persons to Communicate with Non-Management Directors and a Code of
Business Conduct and Ethics governing our directors, officers and employees.
Within the time period required by the Securities and Exchange Commission and
the New York Stock Exchange, we will post on our web site any amendment to the
Code of Business Conduct and Ethics and any waiver applicable to our senior
financial officers, as defined in the Code, or our executive officers or
directors. In addition, information concerning purchases and sales of our equity
securities by our executive officers and directors is posted on our web site.


                                       27
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES
                            Interest Rate Sensitivity

To mitigate the vulnerability of earnings to changes in interest rates, the
Company manages the repricing characteristics of assets and liabilities in an
attempt to control net interest rate sensitivity. Management attempts to
confine significant rate sensitivity gaps predominantly to repricing intervals
of a year or less so that adjustments can be made quickly. Assets and
liabilities with predetermined repricing dates are classified based on the
earliest repricing period. Amounts are presented in thousands.

<TABLE>
<CAPTION>
                                                                            Repricing Date
                                          ---------------------------------------------------------------------------------------
                                                         More than       More than
                                           3 Months       3 Months       1 Year to         Over          Nonrate
                                            or Less       to 1 Year       5 Years        5 Years        Sensitive         Total
                                          ----------     ----------      ----------     ----------     ----------      ----------
<S>                                       <C>            <C>             <C>            <C>            <C>             <C>
ASSETS
  Interest-bearing deposits
    with other banks                      $    2,476     $       --      $       --     $       --     $       --      $    2,476
  Investment securities                        1,500          2,872          81,979        618,787          7,706         712,844
  Loans, net of unearned
    discounts
      Commercial and industrial              501,359          1,501           6,510              8           (498)        508,880
      Loans to depository
       institutions                           10,000             --              --             --             --          10,000
      Lease financing                          1,405         13,931         149,814          8,274        (20,942)        152,482
      Real estate                            119,661          8,425          68,427         17,556             (3)        214,066
      Installment                             14,784             45           1,119             64             (5)         16,007
  Noninterest-earning
    assets and allowance
    for loan losses                               --             --              --             --        118,611         118,611
                                          ----------     ----------      ----------     ----------     ----------      ----------

      Total Assets                           651,185         26,774         307,849        644,689        104,869       1,735,366
                                          ----------     ----------      ----------     ----------     ----------      ----------

LIABILITIES AND
SHAREHOLDERS' EQUITY
  Interest-bearing deposits
    Savings [1]                                   --             --          34,217             --             --          34,217
    NOW [1]                                       --             --         133,189             --             --         133,189
    Money market [1]                         161,190             --          38,016             --             --         199,206
    Time - domestic                          189,253        155,097          79,889            150             --         424,389
         - foreign                             1,355          1,645              --             --             --           3,000
  Securities sold u/a/r - cust                35,392             --              --             --             --          35,392
  Securities sold u/a/r - deal                77,795             --              --             --             --          77,795
  Federal funds purchased                         --             --              --             --             --              --
  Commercial paper                            24,402             --              --             --             --          24,402
  Other short-term borrowings                 10,416          5,000              --             --             --          15,416
  Long-term borrowings - FHLB                     --             --          10,000        100,000         25,774         135,774
  Noninterest-bearing liabilities
   and shareholders' equity                       --             --              --             --        652,586         652,586
                                          ----------     ----------      ----------     ----------     ----------      ----------

      Total Liabilities and
        Shareholders' Equity                 499,803        161,742         295,311        100,150        678,360       1,735,366
                                          ----------     ----------      ----------     ----------     ----------      ----------

  Net Interest Rate
    Sensitivity Gap                       $  151,382     $ (134,968)     $   12,538     $  544,539     $ (573,491)     $       --
                                          ==========     ==========      ==========     ==========     ==========      ==========

  Cumulative Gap
    March 31, 2004                        $  151,382     $   16,414      $   28,952     $  573,491     $       --      $       --
                                          ==========     ==========      ==========     ==========     ==========      ==========

  Cumulative Gap
    March 31, 2003                        $  129,736     $   35,084      $   24,421     $  478,106     $       --      $       --
                                          ==========     ==========      ==========     ==========     ==========      ==========

  Cumulative Gap
    December 31, 2003                     $  230,662     $   77,756      $   46,397     $  595,450     $       --      $       --
                                          ==========     ==========      ==========     ==========     ==========      ==========
</TABLE>

[1]   Historically, balances in non-maturity deposit accounts have remained
      relatively stable despite changes in levels of interest rates. Balances
      are shown in repricing periods based on management's historical repricing
      practices and run-off experience.


                                       28
<PAGE>

ITEM 4.CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation
of the Company's management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e)
under the Securities Exchange Act of 1934). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the design
and operation of these disclosure controls and procedures were effective as of
the end of the period covered by this report. No changes in our internal control
over financial reporting ( as defined in Rule 13a-15(f) under the Securities
Exchange Act of 1934) occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


                                       29
<PAGE>

                          PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

      (a)   The following exhibits are filed as part of this report:

            3.(i)(A)        Amended and Restated Certificate of Incorporation
                            filed with the State of New York Department of
                            State, August 14, 1986 (Filed as Exhibit 3.3 to
                            Registrant's Form 10-K for the fiscal year ended
                            December 31, 1986 and incorporated by reference
                            herein).

              (i)(B)        Certificate of Amendment of the Certificate of
                            Incorporation filed with the State of New York
                            Department of State, June 13, 1988 (Filed as Exhibit
                            3.5 to Registrant's Form 10-K for the fiscal year
                            ended December 31, 1988 and incorporated by
                            reference herein).

              (i)(C)        Certificate of Amendment of the Certificate of
                            Incorporation filed with the State of New York
                            Department of State, March 3, 1989 (Filed as Exhibit
                            A to the Registrant's Form 8-A dated March 6,1989
                            and incorporated by reference herein).

              (i)(D)        Certificate of Amendment of the Certificate of
                            Incorporation filed with the State of New York
                            Department of State, March 5, 1993 (Filed as Exhibit
                            4.1 to Registrant's Form 8-K dated March 5, 1993 and
                            incorporated by reference herein).

              (i)(E)        Certificate of Amendment of the Certificate of
                            Incorporation filed with the State of New York
                            Department of State, February 26, 2004 (Filed as
                            Exhibit 3(i)(E) to Registrant's Form 10-K for the
                            fiscal year ended December 31, 2003 and incorporated
                            by reference herein.

              (ii)(A)       By-Laws as in effect on March 15, 1993 (Filed as
                            Exhibit 3.3 to the Registrant's Form 10-K for the
                            fiscal year ended December 31, 1992 and incorporated
                            by reference herein).

              (ii)(B)       Amendments to By-Laws adopted May 21, 1998 (Filed as
                            Exhibit 3 to the Registrant's Form 10-Q for the
                            quarter ended June 30, 1998 and incorporated by
                            reference herein).

            11.             Statement Re: Computation of Per Share Earnings

            31.             Certifications of the CEO and CFO pursuant to
                            Exchange Act Rule 13a-14(a)

            32.             Certifications of the CEO and CFO required by
                            Section 1350 of Chapter 63 of Title 18 of the U.S.
                            Code


                                       30
<PAGE>

      (b)   Reports on Form 8-K:

            In a report on Form 8-K dated January 21, 2004 and filed on January
            22, 2004, the Company reported under Item 5. "Other Events" and
            under Item 7. "Financial Statements, Pro Forma Financial Information
            and Exhibits", the press release announcing a conference call on
            January 22, 2004 to discuss the results of operations for the
            quarter and fiscal year ended December 31, 2003.

            In a report on Form 8-K dated January 22, 2004 and filed on January
            23, 2004, the Company reported, under Item 7. "Financial Statements,
            Pro Forma Financial Information and Exhibits", and under Item 12.
            "Results of Operations and Financial Condition", the press release
            announcing the results of operations for the quarter and year ended
            December 31, 2003.

            In a report on Form 8-K dated February 10, 2004 and filed on
            February 11, 2004, the Company reported, under Item 5. "Other
            Events" and under Item 7. "Financial Statements, Pro Forma Financial
            Information and Exhibits", the press release announcing the grand
            opening of its Regional Banking Center in Long Island City, Queens.

            In a report on Form 8-K dated February 19, 2004 and filed on
            February 20, 2004, the Company reported under Item 5."Other Events"
            and under Item 7. "Financial Statements, Pro Forma Financial
            Information and Exhibits", the press release announcing the
            declaration of a quarterly cash dividend of $0.19 payable March 31,
            2004 to shareholders of record on March 15, 2004.

            In a report on Form 8-K dated March 1, 2004 and filed on March 2,
            2004 the Company reported under Item 7. "Financial Statements, Pro
            Forma Financial Information and Exhibits" and under Item 9.
            "Regulation FD Disclosure", the press release announcing a
            presentation on March 3, 2004 by John C. Millman, President of
            Sterling Bancorp, as part of the Keefe, Bruyette & Woods, Inc.
            Eastern Regional Bank Symposium.


                                       31
<PAGE>

                                   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 thereunto duly authorized.

                                         STERLING BANCORP
                                         ----------------
                                           (Registrant)


     Date  5/10/04                       /s/ Louis J. Cappelli
         -------------                       -----------------------------------
                                             Louis J. Cappelli
                                             Chairman and
                                             Chief Executive Officer


     Date  5/10/04                       /s/ John W. Tietjen
         -------------                       -----------------------------------
                                             John W. Tietjen
                                             Executive Vice President, Treasurer
                                             and Chief Financial Officer


                                    32
<PAGE>

                        STERLING BANCORP AND SUBSIDIARIES

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                  Incorporated                         Sequential
  Exhibit                                                           Herein By            Filed            Page
  Number      Description                                         Reference To          Herewith           No.
  ------      -----------                                         ------------          --------       ----------
<S>           <C>                                                   <C>                   <C>             <C>
    11        Statement re: Computation                                                    X
              of Per Share Earnings

    31.1      Certifications of the CEO pursuant to                                        X
              Exchange Act Rule 13a-14(a)

    31.2      Certifications of the CFO pursuant to                                        X
              Exchange Act Rule 13a-14(a)

    32        Certifications of the CEO and CFO required by                                X
              Section 1350 of Chapter 63 of Title 18 of the
              U.S. Code
</TABLE>


                                       33