<PAGE>   1
                                  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, 1997
                               -------------------------

                                       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)


430 PARK AVENUE, NEW YORK, N.Y.                                  10022-3505
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)


                                  212-826-8000
              (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


       AS OF MARCH 31, 1997 THERE WERE 7,744,091 SHARES OF COMMON STOCK,
                         $1.00 PAR VALUE, OUTSTANDING.
<PAGE>   2
                                STERLING BANCORP


<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION                                              Page
<S>                                                                        <C>
        Item 1. Financial Statements

             Consolidated Financial Statements                              3
             Notes to Consolidated Financial Statements                     7

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

             Business                                                       8
             Financial Condition                                            8
             Asset/Liability Management                                    10
             Securities                                                    12
             Credit Risk                                                   12
             Results of Operations                                         13
             Average Balance Sheets                                        15
             Rate/Volume Analysis                                          16
             Interest Rate Sensitivity                                     17
             Risk-Based Capital Components and Ratios                      18


PART II OTHER INFORMATION

        Item 6.  Exhibits and Reports on Form 8-K                          19



SIGNATURES                                                                 19


EXHIBIT INDEX                                                              20

        Exhibit 11 Computation of Per Share Earnings                       21
        Exhibit 27 Financial Data Schedule                                 22
</TABLE>

                                        2
<PAGE>   3
                        STERLING BANCORP AND SUBSIDIARIES
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                    March 31,        December 31,
ASSETS                                                                1997               1996
                                                                  ------------       -----------
<S>                                                              <C>                <C>
Cash and due from banks                                          $  37,668,258      $ 54,512,462
Interest-bearing deposits with other banks                           3,010,000         3,010,000
Federal funds sold                                                        --           3,000,000
Investment securities
   Available for sale (at estimated market value)                   76,315,917        77,597,117
   Held to maturity (estimated market value
     $224,158,427 and $223,668,650, respectively)                  230,239,405       226,733,888
                                                                 -------------      ------------
            Total investment securities                            306,555,322       304,331,005
                                                                 -------------      ------------

Loans, net of unearned discounts                                   451,960,314       465,516,556
Less allowance for possible loan losses                              7,883,345         8,003,392
                                                                 -------------      ------------
            Loans, net                                             444,076,969       457,513,164
                                                                 -------------      ------------
Customers' liability under acceptances                                 789,220           613,430
Excess cost over equity in net assets of the
   banking subsidiary                                               21,158,440        21,158,440
Premises and equipment, net                                          6,612,703         5,508,740
Accrued interest receivable                                          4,254,789         4,257,142
Other assets                                                         8,403,341         7,700,928
                                                                 -------------      ------------
                                                                 $ 832,529,042      $861,605,311
                                                                 =============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
   Noninterest-bearing deposits                                  $ 220,642,922      $229,976,783
   Interest-bearing deposits                                       356,648,187       344,445,578
                                                                 -------------      ------------
            Total deposits                                         577,291,109       574,422,361
Federal funds purchased and securities
   sold under agreements to repurchase                              82,586,572        88,144,400
Commercial paper                                                    21,093,400        32,569,900
Other short-term borrowings                                          6,695,962        30,419,791
Acceptances outstanding                                                789,220           613,430
Due to factoring clients                                            27,495,186        23,140,504
Accrued expenses and other liabilities                              16,260,829        14,228,490
                                                                 -------------      ------------
                                                                   732,212,278       763,538,876
                                                                 -------------      ------------

Long-term convertible subordinated debentures                        6,261,000         6,389,000
Other long-term debt                                                14,500,000        14,500,000
                                                                 -------------      ------------
            Total long-term debt                                    20,761,000        20,889,000
                                                                 -------------      ------------
            Total liabilities                                      752,973,278       784,427,876
                                                                 -------------      ------------

Commitments and contingent liabilities


Shareholders' equity
   Preferred stock, $5 par value. Authorized 644,389 shares          2,501,790         2,506,600
   Common stock, $1 par value. Authorized 20,000,000 shares;
      issued 7,786,434 and 7,725,533 shares, respectively            7,786,434         7,725,533
   Capital surplus                                                  39,315,968        38,619,434
   Retained earnings                                                33,412,014        31,648,806
   Net unrealized (depreciation) appreciation on securities
      available for sale, net of tax                                  (145,915)           90,001
                                                                 -------------      ------------
                                                                    82,870,291        80,590,374
   Less
      Common shares in treasury at cost, 42,343 shares                 418,959           418,959
      Unearned compensation                                          2,895,568         2,993,980
                                                                 -------------      ------------
            Total shareholders' equity                              79,555,764        77,177,435
                                                                 -------------      ------------
                                                                 $ 832,529,042      $861,605,311
                                                                 =============      ============
</TABLE>

  See Notes to Consolidated Financial Statements.

                                        3
<PAGE>   4
                        STERLING BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                         March 31,
                                                    1997            1996
                                                -----------     -----------

INTEREST INCOME
<S>                                             <C>             <C>        
   Investment loans                             $11,083,522     $ 8,531,269
   Investment securities
      Available for sale                          1,317,517       1,620,314
      Held to maturity                            3,782,856       3,565,310
   Federal funds sold                                74,113         277,433
   Deposits with other banks                         58,307          42,093
                                                -----------     -----------
            Total interest income                16,316,315      14,036,419
                                                -----------     -----------


INTEREST EXPENSE
   Deposits                                       3,318,730       2,951,678
   Federal funds purchased
      and securities sold under agreements
      to repurchase                               1,092,076         884,721
   Commercial paper                                 330,693         330,543
   Other short-term borrowings                      146,069         124,456
   Long-term debt                                   331,346         719,108
                                                -----------     -----------
            Total interest expense                5,218,914       5,010,506
                                                -----------     -----------
Net interest income                              11,097,401       9,025,913
Provision for possible loan losses                  771,000         577,000
                                                -----------     -----------
Net interest income after provision
 for possible loan losses                        10,326,401       8,448,913
                                                -----------     -----------

NONINTEREST INCOME
   Service charges on deposit accounts              509,920         372,505
   Factoring commissions                            928,395         602,512
   Letter of credit commissions                     240,079         215,411
   Trust fees                                       192,949         150,796
   Mortgage banking income                          692,698          32,236
   Gain on sale of securities                          --            22,161
   Other income                                     549,348         265,913
                                                -----------     -----------
            Total noninterest income              3,113,389       1,661,534
                                                -----------     -----------


NONINTEREST EXPENSES
   Salaries                                       4,143,598       3,183,825
   Employee benefits                                887,617         749,966
                                                -----------     -----------
            Total personnel expenses              5,031,215       3,933,791
   Occupancy expense, net                           732,779         587,883
   Equipment expense                                565,391         312,153
   Other expenses                                 2,576,670       1,909,251
                                                -----------     -----------
            Total noninterest expenses            8,906,055       6,743,078
                                                -----------     -----------
Income before income taxes                        4,533,735       3,367,369
Provision for income taxes                        2,071,259       1,607,624
                                                -----------     -----------


Net income                                      $ 2,462,476     $ 1,759,745
                                                ===========     ===========


Average number of common shares outstanding
   Primary                                        7,872,366       6,519,458
   Fully diluted                                  8,616,748       8,664,599
Per average common share
   Primary                                      $       .31     $       .27
   Fully diluted                                        .29             .23
Dividends per common share                              .09             .07
</TABLE>



See Notes to Consolidated Financial Statements.



                                        4
<PAGE>   5
                        STERLING BANCORP AND SUBSIDIARIES
           Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                     1997              1996
                                                 ------------      ------------

<S>                                              <C>               <C>         
 Shareholders' equity at beginning of period     $ 77,177,435      $ 59,657,224
                                                 ------------      ------------

 Net income                                         2,462,476         1,759,745
 Dividends paid
    Common stock- $.09  and $.07 per share,
      respectively                                   (689,479)         (453,542)
    Preferred stock - at prescribed rates              (9,578)           (5,305)
 Conversions of subordinated debentures
    into common stock                                 749,000           193,000
 Options exercised                                      3,625              --
 Amortization of unearned compensation                 98,201            23,021
 Change in valuation account for securities
    available for sale, net of tax                   (235,916)         (430,351)
                                                 ------------      ------------
Net change in shareholders' equity                  2,378,329         1,086,568
                                                 ------------      ------------
Shareholders' equity at end of period            $ 79,555,764      $ 60,743,792
                                                 ============      ============
</TABLE>



See Notes to Consolidated Financial Statements.


                                        5
<PAGE>   6
                        STERLING BANCORP AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                March 31,
                                                                        1997              1996
                                                                    ------------      ------------
<S>                                                                 <C>               <C>   
OPERATING ACTIVITIES
  Net income                                                        $  2,462,476      $  1,759,745
  Adjustments to reconcile net income to net cash
      provided by operating activities:
        Provision for possible loan losses                               771,000           577,000
        Depreciation and amortization of premises and equipment          314,789           162,434
        Deferred income tax provision/(benefit)                           64,350          (139,792)
        Gain on sale of securities                                          --             (22,161)
        Net change in loans held for sale                             (3,515,264)             --
        Amortization of unearned compensation                             98,201            23,021
        Amortization of premiums of securities                           326,796           418,954
        Accretion of discounts on securities                             (40,058)          (39,040)
        Decrease/(Increase) in accrued interest receivable                 2,353          (360,514)
        Increase in due to factored clients                            4,354,682           288,859
        Increase in other liabilities                                  2,032,339         2,035,420
        Other, net                                                      (836,039)       (3,327,691)
                                                                    ------------      ------------

              Net cash provided by operating activities                6,035,625         1,376,235
                                                                    ------------      ------------

INVESTING ACTIVITIES
   Purchase of premises and equipment                                 (1,418,753)         (573,201)
   Net increase in interest-bearing deposits
      with other banks                                                      --             (10,000)
   Net decrease in Federal funds sold                                  3,000,000         5,000,000
   Proceeds from sale of loans   
   Net decrease in loans                                              17,071,242        35,955,482
   Proceeds from prepayments, redemptions or maturities
      of securities - held to maturity                                 7,853,630         7,981,976
   Purchases of securities - held to maturity                        (11,570,419)      (45,650,703)
   Proceeds from sale of securities-available for sale                      --           5,017,969
   Proceeds from prepayments, redemptions or maturities of
      securities - available for sale                                    769,322         2,649,048
                                                                    ------------      ------------
              Net cash provided by investing activities               15,705,022        10,370,571
                                                                    ------------      ------------

FINANCING ACTIVITIES
   Net decrease in noninterest-bearing deposits                       (9,333,861)      (51,917,206)
   Net increase in interest-bearing deposits                          12,202,609         3,302,957
   Net (decrease)/increase in Federal funds purchased and
      securities sold under agreements to repurchase                  (5,557,828)       24,677,270
   Net (decrease)/increase in commercial paper
      and other short-term borrowings                                (35,200,329)       15,203,247
   Prepayments of debentures, net                                       (128,000)             --
   Decrease in other long-term debt                                         --            (250,000)
   Proceeds from exercise of stock options                                 3,625              --
   Cash dividends paid on common and preferred stock                    (699,057)         (458,847)
                                                                    ------------      ------------
              Net cash used in financing activities                  (38,584,851)       (9,442,579)
                                                                    ------------      ------------
Net (decrease)/increase in cash and due from banks                   (16,844,204)        2,304,227
Cash and due from banks - beginning of period                         54,512,462        40,720,401
                                                                    ------------      ------------
Cash and due from banks - end of period                             $ 37,668,258      $ 43,024,628
                                                                    ============      ============

Supplemental schedule of non-cash financing activities:
   Debenture and preferred stock conversions                        $    753,810      $    193,000
   Issuance of treasury shares                                              --           1,381,250

Supplemental disclosure of cash flow information:
   Interest paid                                                    $  4,951,378      $  5,480,943
   Income taxes paid                                                     981,012           518,650
</TABLE>


See Notes to Consolidated Financial Statements 


                                        6


<PAGE>   7
                        STERLING BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


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, 1997 and 1996 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 1996 financial
         statements to conform to current presentation. The interim financial
         statements should be read in conjunction with the Company's annual
         report on Form 10-K for the year ended December 31, 1996.

2.       For purposes of reporting cash flows, cash and cash equivalents include
         cash and due from banks.

3.       The Company's outstanding Preferred Shares comprise 1,230 Series B
         shares (of 4,389 authorized) and 247,719 Series D shares (of 300,000
         authorized). Each Series B share is entitled to cumulative dividends at
         the rate of $0.10 per year, to one vote per share and upon liquidation
         or redemption to an amount equal to accrued and unpaid dividends to the
         date of redemption or liquidation plus an amount which is $20 in the
         case of involuntary liquidation and $28 otherwise; each Series D share
         (all of such shares are owned by the Company's Employee Stock Ownership
         Trust) is entitled to dividends at the rate of $0.6125 per year, is
         convertible into one Common Share, and is entitled to a liquidation
         preference of $10 (together with accrued dividends). All preferred
         shares are entitled to one vote per share (voting with the Common
         Shares except as otherwise required by law).

4.       In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 128, "Earnings per
         Share" ("SFAS 128"). SFAS 128, which supersedes Accounting Principles
         Board Opinion NO. 15, "Earnings per Share," establishes standards for
         computing, presenting and disclosing earnings per share.

         SFAS 128 requires the presentation of basic earnings per share and, for
         entities with complex, capital structures, diluted earnings per share.
         Basic earnings per share is computed by dividing income available to
         common stockholders by the weighted average number of common shares
         outstanding for the period. Diluted earnings per share reflects the
         potential dilution that could occur if securities or other contracts to
         issue common stock were exercised or converted into common stock or
         resulted in the issuance of common stock that then shared in the
         earnings of the entity.

         SFAS 128 is effective for financial statements issued for periods
         ending after December 15, 1997. Earlier application of SFAS 128 is not
         permitted and all prior period earnings per share data must be restated
         upon its adoption.




                                        7
<PAGE>   8
                        STERLING BANCORP AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


BUSINESS

Sterling Bancorp ("the parent company") is a bank holding company, as defined by
the Bank Holding Company Act of 1956("the BHCA"), as amended. Throughout the
report, the term "the Company" refers to Sterling Bancorp and its subsidiaries.
The Sterling companies provide a full range of products and services, including
business and consumer loans, commercial and residential mortgage lending and
brokerage, asset-based financing, factoring, trade financing, leasing, trust and
estate administration and investment management services. Sterling has
operations in New York and Virginia and conducts business throughout the United
States. The parent company owns all of the outstanding shares of Sterling
National Bank ("the bank"), its principal subsidiary, and all of the outstanding
shares of Universal Finance Corporation, Sterling Industrial Loan Association
and Sterling Banking Corporation ("finance subsidiaries"). On January 1, 1997, a
new subsidiary - Sterling National Mortgage Corp. ("SNMC - Virginia") - was
formed. On March 1, 1997, a wholly-owned subsidiary of the bank- Sterling Real
Estate Holding Company Inc. - was formed. Sterling National Mortgage Company,
Inc. ("SNMC-New York"), Sterling National Mortgage Corp. ("SNMC-Virginia") and
Sterling Factors Corporation ("Factors") are wholly owned subsidiaries of the
bank. Until 1997, Factors was a finance subsidiary of the parent company.

There is intense competition in all areas in which the Company conducts its
business, including deposits, loans, domestic and international financing and
trust services. In addition to competing with other banks, the Company also
competes in certain areas of its business with other financial institutions. At
March 31, 1997, the bank's year-to-date average earning assets (of which loans
were 48% and securities were 43%) represented approximately 96% of the Company's
year-to-date average earning assets. See page 15 for the composition of the
Company's average balance sheets for the three months ended March 31, 1997 and
March 31, 1996.

FINANCIAL CONDITION

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
include domestic noninterest-bearing and interest-bearing retail deposits, which
historically have been relatively stable. The parent company and the bank have
significant unused borrowing capacity. Contingency plans exist and could be
implemented on a timely basis to minimize 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. At March 31, 1997,
the parent company had on hand approximately $10,232,000 in cash.

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 (the Comptroller) to an amount not to exceed the net profits (as
defined) for that year to date combined with its retained net profits for the
preceding two calendar years. In addition, from time to time dividends are paid
to the parent company by the finance subsidiaries from their retained earnings
without regulatory restrictions.

                                        8
<PAGE>   9
                        STERLING BANCORP AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



At March 31, 1997, the parent company's outstanding long-term debt, consisting
principally of convertible subordinated debentures (originally issued pursuant
to rights offerings to shareholders of the Company), aggregated $8,199,000. To
the extent convertible subordinated debentures are converted to common stock of
the parent company (as has been the case with approximately $22 million
principal amount since 1982), the subordinated debt related thereto is retired
and becomes part of shareholders' equity. The parent company's indebtedness is
also met through funds generated from profits and new financing. Since becoming
a public company in 1946, the parent company and its predecessors have been able
to obtain the financing required and have paid at maturity all outstanding
long-term indebtedness. The parent company expects to continue to meet its
obligations in accordance with their terms.

At March 31, 1997, the parent company's short-term debt, consisting principally
of commercial paper, was approximately $21,343,000. The parent company had cash,
interest-bearing deposits with banks and other current assets aggregating
$43,030,000 and back-up credit lines with banks of $24,000,000. The parent
company and its predecessor have issued and repaid at maturity approximately $12
billion of commercial paper since 1955. Since 1979, the parent company has had
no need to use available back-up lines of credit.

The Company and the bank are subject to risk-based capital regulations. The
purpose of these regulations is to measure capital against risk-weighted assets,
including off-balance sheet items. These regulations define the elements of
total capital into Tier 1 and Tier 2 components and establish minimum ratios of
4% for Tier 1 Capital and 8% for Total Capital. Supplementing these regulations,
is a leverage requirement. This requirement establishes a minimum leverage
ratio, (at least 4%) which is calculated by dividing Tier 1 capital by adjusted
quarterly average assets (after deducting goodwill). In addition the Company and
the bank are subject to the provisions of the Federal Deposit Insurance
Corporation Improvement Act of 1981 ("FDICIA") which imposes a number of
mandatory supervisory measures. Among other matters, FDICIA established five
capital categories ranging from "well capitalized" to "critically under
capitalized". Such classifications 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 the provisions of FDICIA a "well
capitalized" institution must maintain minimum leverage, Tier 1 and Total
Capital ratios of 5%, 6% and 10%, respectively. At March 31, 1997, the Company
and the bank exceeded the requirements for "well capitalized" institutions.
Information regarding the Company's and the bank's risk-based capital, at March
31, 1997 and December 31, 1996, is presented on page 18.

While past performance is no guarantee of the future, management believes that
the Company's funding sources (including dividends from all its subsidiaries)
and the bank's funding sources will be adequate to meet their liquidity and
capital requirements in the future.

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



                                        9
<PAGE>   10
                        STERLING BANCORP AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



ASSET/LIABILITY 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 of the Board of Directors ("ALCO").
ALCO, which is comprised of members of senior management and the Board, 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 off-balance
sheet financial instruments.

The Company's balance sheet structure is primarily short-term in nature with
most assets and liabilities repricing or maturing in less than five years. The
Company monitors the interest rate sensitivity of its on-and off-balance sheet
positions by examining its near-term sensitivity and its longer term gap (as
defined below) position. The Company utilizes various tools in its management of
interest rate risk, primarily utilizing a sophisticated income simulation model
and complementing this with a traditional gap analysis.

The income simulation model measures the Company's net interest income
sensitivity or volatility 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 is not subject to the same degree of interest rate
sensitivity as its assets. The core deposits 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 change in
tandem 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 which 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
can project the impact of changes in interest rates on net interest margin. The
Company has established certain 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. The Company can also utilize this technique to stress
test its portfolio to determine the impact of various interest rate scenarios on
the Company's net interest income.

                                       10
<PAGE>   11
                        STERLING BANCORP AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



The 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 an institution's 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 results on an institution's net interest margin. However, the
traditional gap analysis does not assess the relative sensitivity of assets and
liabilities to changes in interest rates. The Company utilizes the gap analysis
to complement its income simulations modeling, primarily focusing on the longer
term structure of the balance sheet.

As part of its interest rate risk strategy, the Company uses off-balance sheet
financial instruments (derivatives) to hedge the interest rate sensitivity of
assets with the corresponding amortization reflected in the yield of the related
on-balance sheet assets being hedged. The Company has written policy guidelines,
which have been approved by the Board of Directors and the Asset/Liability
Committee, governing the use of off-balance sheet 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. At March 31, 1997, all counterparties have investment grade credit
ratings from the major rating agencies. Each counterparty is specifically
approved for applicable credit exposure.

At March 31, 1997, the Company's off-balance sheet financial instruments
consisted of three interest rate floor contracts having a notional amount
totaling $100 million; one contract with a notional amount of $50 million has a
final maturity of February 27, 2000, another contract with a notional amount of
$25 million has a final maturity of October 10, 1999 and another contract with a
notional amount of $25 million has a final maturity of March 17, 1998. These
financial instruments are being used as part of the Company's interest rate risk
management and not for trading purposes.

Interest rate floor contracts require the counterparty to pay the Company at
specified future dates the amount, if any, by which the specified interest rate
(3-month LIBOR) falls below the fixed floor rates, applied to the notional
amounts. The Company utilizes these financial instruments to adjust its interest
rate risk position without exposing itself to principal risk and funding
requirements. The interest rate floor contracts require the Company to pay a fee
for the right to receive a fixed interest payment.

The Company purchased interest rate floor contracts to reduce the impact of
falling rates on its floating rate commercial loans. The Company paid up-front
premiums of $807,000 for the interest rate floor contracts which are amortized
monthly against interest income from the designated assets. At March 31, 1997,
the unamortized premiums on these contracts totaled $452,000 and are included in
other assets. At March 31, 1997, $24,000 was receivable under the contracts.





                                       11
<PAGE>   12
                        STERLING BANCORP AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


SECURITIES

The Company's securities portfolios are comprised of principally U.S. Government
and U.S. Government corporation and agency mortgage-backed securities along with
other debt and equity securities. At March 31, 1997, the Company's portfolio of
securities totalled $306,507,000, of which U.S. Government and U.S. Government
corporation and agency guaranteed mortgage-backed securities having an average
life of approximately 2.5 years amounted to $297,712,000. The Company has the
intent and ability to hold to maturity securities classified "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 $348,000 and $6,477,000, 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 $161,000 and gross unrealized
losses of $433,000. Given the relatively short-term nature of the portfolio and
its generally high credit quality, management expects to realize all of its
investment upon the maturity of such instruments, and thus believes that any
market value impairment is temporary in nature.


CREDIT RISK

A key management objective is to maintain the quality of the loan portfolio.
This objective is achieved by maintaining high underwriting standards coupled
with regular evaluation of the creditworthiness of and the designation of
lending limits for each borrower. The portfolio strategies seek to avoid
concentrations by industry or loan size in order to minimize credit exposure and
to originate loans in markets with which it is familiar. The composition of the
Company's and the bank's loan portfolio at March 31, 1997 were as follows:
<TABLE>
<CAPTION>
                                           Company         Bank
                                           --------     --------
                                               (in thousands)
<S>                                        <C>          <C>     
Domestic
  Commercial and industrial                $331,006     $301,007
  Real estate - mortgage                     69,439       69,439
  Real estate - construction                  1,189        1,189
  Installment - individuals                  15,443       15,443
  Lease financing                            42,009       42,009
Foreign
  Government and official institutions          789          789
                                           --------     --------
  Loans, gross                              459,875      429,876
  Less unearned discounts                     7,915        7,735
                                           --------     --------
Loans, net of unearned discounts           $451,960     $422,141
                                           ========     ========
</TABLE>


                                       12
<PAGE>   13
                        STERLING BANCORP AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Intrinsic to the lending process is the possibility of loss. In times of
economic slowdown, the risk inherent in the Company's portfolio of loans is
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,
depends on current and expected economic conditions, the financial condition of
borrowers and the credit management process.


The allowance for possible loan losses is maintained through the provision for
possible loan losses, which is a charge to operating earnings. The adequacy of
the provision and the resulting allowance for possible loan losses is determined
by management's continuing review 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, review of regulatory
examinations, an assessment of current and expected economic conditions and
changes in the size and character of the loan portfolio. The allowance reflects
management's evaluation of both loans presenting identified loss potential and
of the risk inherent in various components of the portfolio including loans
identified as impaired as required by SFAS No. 114 and No. 118. 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, 1997, the Company's allowance was $7,883,000; the
ratio of the allowance to loans, net of unearned discount, was 1.7%. At March
31, 1997, $57,000 of loans were impaired within the scope of SFAS No. 114 and
required a valuation allowance of $28,000. The average recorded investment in
impaired loans during the three months ended March 31, 1997 was approximately
$89,000. 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 cause management to have serious doubts as to the
ability of the borrowers to continue to comply with the present repayment terms,
aggregated $220,000 at March 31, 1997. At March 31, 1997, non-accrual loans
amounted to $1,345,000. Based on the foregoing, as well as management's
judgement as to the current risks inherent in the loan portfolio, the Company's
allowance for possible 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, 1997.


RESULTS OF OPERATIONS

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
interest-earning assets and interest-bearing liabilities. An analysis of the
Company's interest rate sensitivity is presented on page 17. The increases
(decreases) for the components of interest income and interest expense,
expressed in terms of fluctuation in average volume and rate are shown on page
16. Information as to the components of interest income and interest expense and
average rates is provided in the Average Balance Sheets shown on page 15.



                                       13
<PAGE>   14
                        STERLING BANCORP AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996 
Total interest income increased $2,279,000 for the three months ended March 31,
1997 when compared with the same period last year principally due to higher
average outstandings. Interest and fees on loans increased $2,553,000
principally due to higher average outstandings. A decrease in average Federal
funds sold outstandings produced a decrease in related income of $204,000.

Total interest expense for the three months ended March 31, 1997 increased
$208,000 when compared with the same period in 1996 principally due to higher
rates paid for those funds. Interest expense on interest-bearing deposits rose
$367,000 as a result of increased rates coupled with an increase in average
outstandings. Interest expense on borrowings increased $159,000 for the three
months ended March 31, 1997 versus the like period a year ago due to a decrease
in average outstandings coupled with lower rates paid for those funds.

Based on management's continuing evaluation of the loan portfolio (discussed
under "CREDIT RISK" above), and principally as the result of the growth in the
loan portfolios, $771,000 was provided for possible loan losses for the three
months ended March 31, 1997.

Noninterest income increased $1,452,000 for the third quarter of 1997 when
compared with the same period in 1996 due primarily to increased factoring
commissions and mortgage banking income.

Noninterest expenses increased $2,163,000 for the three months ended March 31,
1997 versus the same period last year reflecting higher personnel and general
business costs associated with the Company's higher levels of business
activities.

The provision for income taxes increased $464,000 for the first quarter of 1997
when compared with the same period last year principally based on the level of
pre-tax profitability.

As a result of the above factors, net income increased $702,000 for the three
months ended March 31, 1997 when compared with the same period in 1996.


                                       14
<PAGE>   15
                        STERLING BANCORP AND SUBSIDIARIES
                           Average Balance Sheets [1]
                          Three Months Ended March 31,
<TABLE>
<CAPTION>
                                                             1997                                        1996
                                            --------------------------------------      --------------------------------------
                                            Average                       Average       Average                       Average
ASSETS                                      Balance        Interest         Rate        Balance        Interest         Rate
                                            --------       --------       --------      --------       --------       ------
<S>                                         <C>            <C>            <C>          <C>             <C>            <C>
Interest-bearing deposits
   with other banks                         $  3,010       $     58          5.16%     $   3,025       $     42          5.60%
Investment securities
   Available for sale [2]                     76,956          1,317          6.71         97,795          1,621          6.71
   Held to maturity                          225,536          3,783          6.91        217,915          3,565          6.54

Federal funds sold                             5,544             74          5.42         19,879            278          5.52
Loans, net of unearned
   discounts [3]                             427,226         11,084         11.26        340,156          8,531         10.85
                                            --------       --------                     --------       --------
         TOTAL INTEREST-EARNING
            ASSETS                           738,272         16,316          9.24        678,770         14,037          8.58
                                                           --------        ------                      --------        ------

Cash and due from banks                       48,410                                     39,057
Allowance for possible
   loan losses                                (8,367)                                    (5,418)
Goodwill                                      21,158                                     21,158
Other assets                                  17,255                                     15,523
                                            --------                                   --------

         TOTAL ASSETS                       $816,728                                   $749,090
                                            ========                                   ========

LIABILITIES AND SHAREHOLDERS'
 EQUITY
Interest-bearing deposits
   Savings                                  $191,997          1,243          2.63      $183,303          1,066           2.34
   Other time                                162,025          2,076          5.20       154,037          1,886           4.92
                                            --------       --------                    --------       --------
      Total interest-bearing
           deposits                          354,022          3,319          3.80       337,340          2,952           3.52
                                            --------       --------                    --------       --------

Borrowings
   Federal funds purchased and
     securities sold under
      agreements to repurchase                84,899          1,092          5.21        69,012            885           5.16
   Commercial paper                           26,521            331          5.06        25,944            331           5.12
   Other short-term debt                       7,209            146          4.86         5,740            124           5.09
   Long-term debt                             20,670            331          6.50        39,342            719           7.35
                                            --------       --------                    --------       --------
         Total borrowings                    139,299          1,900          5.36       140,038          2,059           5.76
                                            --------       --------                    --------       --------
         TOTAL INTEREST-BEARING
           LIABILITIES                       493,321          5,219          4.24       477,378          5,011           4.18
                                                           --------          ----                      --------          ----

Noninterest-bearing deposits                 200,987                                    170,418
Other liabilities                             44,673                                     40,786
                                            --------                                   --------
       Total liabilities                     738,981                                    688,582

Shareholders' equity                          77,747                                     60,508
                                            --------                                   --------
         TOTAL LIABILITIES AND
           SHAREHOLDERS' EQUITY             $816,728                                   $749,090
                                            ========                                   ========

Net interest income/spread                                 $ 11,097          5.00%                      $9,026          4.40%
                                                           ========          ====                       ======          ====

Net yield on interest-earning
   assets (margin)                                                           6.26%                                      5.51%
                                                                             ====                                       ====
</TABLE>

[1]      The average balances of assets, liabilities and shareholders' equity
         are computed on the basis of daily averages for the bank and monthly
         averages for the parent company and its finance subsidiaries. Dollars
         are presented in thousands.

[2]      Interest on tax-exempt securities included herein is immaterial and is
         not presented on a tax equivalent basis.

[3]      Non-accrual loans are included in the average balance, which reduces
         the average yields.


                                       15
<PAGE>   16
                        STERLING BANCORP AND SUBSIDIARIES
                              Rate/Volume Analysis
                          Three Months Ended March 31,
                                  (000 omitted)

<TABLE>
<CAPTION>
                                                      Increase/(Decrease)
                                                      Three Months Ended
                                                   March 31, 1997 and 1996
                                               --------------------------------
                                               Volume       Rate       Total[1]
                                               -------      -----      -------
<S>                                            <C>          <C>        <C>    
INTEREST INCOME
Interest-bearing deposits with other banks     $     9      $   7      $    16
                                               -------      -----      -------

Investment securities
   Available for sale [2]                         (333)        29         (304)
   Held to maturity                                 51        167          218
                                               -------      -----      -------
      Total                                       (282)       196          (86)
                                               -------      -----      -------


Federal funds sold                                (199)        (5)        (204)
                                               -------      -----      -------

Loans, net of unearned discounts [3]             2,222        331        2,553
                                               -------      -----      -------
TOTAL INTEREST INCOME                          $ 1,750      $ 529      $ 2,279
                                               =======      =====      =======

INTEREST EXPENSE
Interest-bearing deposits
   Savings                                     $    42      $ 135      $   177
   Other time                                       80        110          190
                                               -------      -----      -------
         Total                                     122        245          367
                                               -------      -----      -------

Borrowings
   Federal funds purchased and securities
    sold under agreements to repurchase            188         19          207
   Commercial paper                                  4         (4)        --
   Other short-term debt                            21          1           22
   Long-term debt                                 (326)       (62)        (388)
                                               -------      -----      -------
      Total                                       (113)       (46)        (159)
                                               -------      -----      -------

TOTAL INTEREST EXPENSE                         $     9      $ 199      $   208
                                               =======      =====      =======

NET INTEREST INCOME                            $ 1,741      $ 330      $ 2,071
                                               =======      =====      =======
</TABLE>


[1]      The rate/volume variance is allocated equally between changes in volume
         and rate. The variance due to one less day in 1997 has been included in
         the change due to volume.

[2]      Includes Federal Reserve Bank and other stock investments.


[3]      Nonaccrual loans have been included in the amounts outstanding and
         income has been included to the extent accrued.


                                       16
<PAGE>   17
                        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 placed in a time of the earliest repricing
period. Based on the interest rate sensitivity analysis shown below, the
Company's net interest income would increase during periods of rising interest
rates and decrease during periods of falling interest rates. Amounts are
presented in thousands.
<TABLE>
<CAPTION>
                                                                         Repricing Date
                                   --------------------------------------------------------------------------------
                                                  More than                                    Non
                                   3 months       3 months       1 year to        Over         Rate
                                    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            $   1,430      $  1,580      $    --        $   --       $    --        $  3,010
   Investment securities              31,358         7,296         29,904       231,904         6,093       306,555
   Loans, net of unearned
    discounts                        331,232        28,055         54,884        45,704        (7,915)      451,960
   Noninterest-earning assets
    and allowance for possible
    loan losses                         --            --             --            --          71,004        71,004
                                   ---------      --------      ---------      --------     ---------      --------

      Total Assets                   364,020        36,931         84,788       277,608        69,182       832,529
                                   ---------      --------      ---------      --------     ---------      --------

LIABILITIES AND SHAREHOLDERS'
EQUITY
   Interest-bearing deposits         223,298        43,641         89,709          --            --         356,648
   Securities sold under
     agreements to repurchase         80,315         2,272           --            --            --          82,587
   Commercial paper                   21,093          --             --            --            --          21,093
   Other short-term borrowings         3,446         3,250           --            --            --           6,696
   Long-term debt                      6,261          --           14,150           350          --          20,761
   Noninterest-bearing
     liabilities and share-
     holders' equity                    --            --             --            --         344,744       344,744
                                   ---------      --------      ---------      --------     ---------      --------

       Total Liabilities and
          Shareholders' Equity     $ 334,413      $ 49,163      $ 103,859      $    350     $ 344,744      $832,529
                                   =========      ========      =========      ========     =========      ========

Net Interest Rate
      Sensitivity Gap              $  29,607      $(12,232)     $ (19,071)     $277,258     $(275,562)     $   --
                                   =========      ========      =========      ========     =========      ========

Cumulative Gap at
      March 31, 1997               $  29,607      $ 17,375      $  (1,696)     $275,562     $    --        $   --
                                   =========      ========      =========      ========     =========      ========

Cumulative Gap at
      March 31, 1996               $ (10,910)     $(32,869)     $ (73,850)     $201,786     $    --        $   --
                                   =========      ========      =========      ========     =========      ========

Cumulative Gap at
      December 31, 1996            $  67,266      $ 20,475      $ (11,245)     $261,380     $    --        $   --
                                   =========      ========      =========      ========     =========      ========
</TABLE>




                                       17
<PAGE>   18
                       STERLING BANCORP AND SUBSIDIARIES
                    Risk-Based Capital Components and Ratios

<TABLE>
<CAPTION>
                                                         The Company                 The Bank
                                                    -----------------------    ----------------------
                                                     3/31/97      12/31/96      3/31/97     12/31/96
                                                    --------      --------      -------     --------
                                                                     ($ in thousands)
<S>                                                 <C>           <C>           <C>         <C>     
COMPONENTS
   Stockholders' equity                             $ 79,556      $ 77,177      $49,660     $ 46,503
   Add/(Subtract):
      Goodwill                                       (21,158)      (21,158)        --           --
      Net unrealized depreciation(appreciation)
         on securities available for sale,
          net of tax effect (1)                          146           (90)         148          (89)
                                                    --------      --------      -------     --------

      Tier 1 Capital                                  58,544        55,929       49,808       46,414
                                                    --------      --------      -------     --------

   Allowance for possible loan losses
      (limited to 1.25% of total risk-
        weighted assets)                               6,382         6,580        5,934        5,014
   Subordinated debt (limited to 50%
      of Tier 1 Capital)                               1,252         1,278         --           --
                                                    --------      --------      -------     --------

      Tier 2 Capital                                   7,634         7,858        5,934        5,014
                                                    --------      --------      -------     --------

      Total Risk-based Capital                      $ 66,178      $ 63,787      $55,742     $ 51,428
                                                    ========      ========      =======     ========
</TABLE>


<TABLE>
<CAPTION>
RATIOS AND MINIMUMS
                                                                       Capital            Well         Capital         Well
                                            As of        As of         Adequacy        Capitalized      Adequacy      Capitalized
                                          March 31,   December 31,     Minimum           Minimum        Minimum        Minimum
                                            1997          1996        Requirement       Requirement     Capital        Capital
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           ($ in thousands)
<S>                                        <C>          <C>             <C>               <C>             <C>            <C>
   Tier 1 Leverage

       The Company                          7.36%        6.89%                                            $31,823        $39,779
                                                              }           4.00%            5.00%
       The bank                             6.50         6.13                                              30,654         38,317



   Tier 1 Risk-based Capital

       The Company                         11.50%       10.65%                                            $20,363        $30,544
                                                              }           4.00%            6.00%
       The bank                            10.37         9.63                                              19,218         28,827



   Total Risk-based Capital

       The Company                         13.00%       12.15%                                            $40,725        $50,907
                                                               }          8.00%           10.00%
       The bank                            11.60        10.67                                              38,437         48,045
</TABLE>


(1) As directed by regulatory agencies this amount must be excluded from the
    computation of Tier 1 Capital.



                                       18
<PAGE>   19
                        STERLING BANCORP AND SUBSIDIARIES




Item 6.  Exhibits and Reports on Form 8-K

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

                       (11) Statement Re: Computation of Per Share Earnings
                       (27) Financial Data Schedule

            (b)  No reports on Form 8-K have been filed during the quarter.




                                   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/  /97                         /s/  Louis J. Cappelli
      --------------------                     -------------------------------
                                               Louis J. Cappelli
                                               Chairman and
                                               Chief Executive Officer



Date      5/  /97                         /s/  John W. Tietjen
      --------------------                     -------------------------------
                                               John W. Tietjen
                                               Senior Vice President, Treasurer
                                               and Chief Financial Officer


                                       19
<PAGE>   20
                        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>
    11                 Computation of                                X                21
                       Per Share Earnings



    27                 Financial Data                                X                22
                       Schedule
</TABLE>


                                       20