<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
OF 1934

FOR THE PERIOD ENDED:             MARCH 31, 1998
                                  --------------


                         NORTH FORK BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                                              36-3154608
(State or other Jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                           Identification No.)


275 BROAD HOLLOW ROAD, MELVILLE, NEW YORK                          11747
-----------------------------------------                        (Zip Code)
(Address of principal executive offices)


                                 (516) 844-1004
              (Registrant's telephone number, including area code)

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:
                           Yes (X)      No ( )


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


<TABLE>
<CAPTION>
CLASSES OF COMMON STOCK                 NUMBER OF SHARES OUTSTANDING  05/12/98
<S>                                     <C>
   $2.50 PAR VALUE                                   95,190,350
</TABLE>


                                       1
<PAGE>   2
                                      INDEX

                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
               North Fork Bancorporation, Inc. and Subsidiaries.
               (1.)  Consolidated Balance Sheets.
               (2.)  Consolidated Statements of Income.
               (3.)  Consolidated Statements of Cash Flows.
               (4.)  Consolidated Statements of Changes in Stockholders' Equity.
               (5.)  Notes to Consolidated Financial Statements.


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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         The information required by this item is contained throughout Item 2,
"Managements Discussion and Analysis of Financial Condition and Results of
Operations" and is incorporated by reference.

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS
               Not Applicable.



ITEM 2.  CHANGES IN SECURITIES
               Not Applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
               Not Applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               Not Applicable.


ITEM 5.  OTHER INFORMATION
               Not Applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

               The following exhibits are submitted herewith:

               (a)    Exhibit # Description
                        (11)    Statement Re: Computation of per share earnings.

                        (27)    Financial Data Schedule.


                                       2
<PAGE>   3
                                INDEX (CONTINUED)

                     PART II. OTHER INFORMATION (CONTINUED)


                           (b)      Current Report on Form 8-K dated January 15,
                                    1998 (reporting the Registrant's earnings
                                    results for the period ended December 31,
                                    1997)

                                    Current Report on Form 8-K dated March 24,
                                    1998 (reporting that the Registrant's Board
                                    of Directors approved a 25% increase in its
                                    quarterly dividend and declared a
                                    three-for-two split on its common stock)

                                    Current Report on Form 8-K dated March 30,
                                    1998 (reporting that the Registrant had
                                    completed its acquisition of New York
                                    Bancorp as of the close of business March
                                    27, 1998)


                                       3
<PAGE>   4
 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                               ----------------------------------------------------
                                                                                   MARCH 31,            DEC. 31,          MARCH 31,
                                                                                       1998                1997                1997
                                                                               ----------------------------------------------------
<S>                                                                            <C>                 <C>                 <C>         
ASSETS
Cash & Due from Banks ..................................................       $    152,011        $    179,268        $    125,403
Interest Earning Deposits ..............................................              6,121               7,787               2,619
Federal Funds Sold .....................................................             17,500               4,000                  --
Securities:
   Available-for-Sale ..................................................          3,055,667           2,156,624           2,190,594
   Held-to-Maturity ....................................................            709,600           1,763,308           1,799,442
                                                                               ------------        ------------        ------------
      Total Securities .................................................          3,765,267           3,919,932           3,990,036
                                                                               ------------        ------------        ------------
Loans ..................................................................          5,782,215           5,760,691           5,231,410
  Less: Unearned Income ................................................             21,408              21,560              25,589
            Allowance for Loan Losses ..................................             75,103              74,393              74,024
                                                                               ------------        ------------        ------------
                  Net Loans ............................................          5,685,704           5,664,738           5,131,797
                                                                               ------------        ------------        ------------
Intangible Assets ......................................................             88,229              96,398              80,233
Premises & Equipment ...................................................             71,166              77,225              77,347
Accrued Income Receivable ..............................................             66,584              66,970              65,371
Other Assets ...........................................................             71,926              57,314              62,485
                                                                               ------------        ------------        ------------
     Total Assets ......................................................       $  9,924,508        $ 10,073,632        $  9,535,291
                                                                               ============        ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Demand Deposits ........................................................       $  1,011,504        $    948,458        $    785,163
Savings, N.O.W. & Money Market Deposits ................................          3,001,146           3,008,839           2,911,675
Other Time Deposits ....................................................          1,887,030           1,960,765           1,990,506
Certificates of Deposit, $100,000 & Over ...............................            471,428             419,877             440,046
                                                                               ------------        ------------        ------------
      Total Deposits ...................................................          6,371,108           6,337,939           6,127,390
                                                                               ------------        ------------        ------------
Federal Funds Purchased & Securities Sold Under
    Agreements to Repurchase ...........................................          2,002,690           2,104,036           1,752,181
Other Borrowings .......................................................            385,000             449,600             452,759
Due to Brokers .........................................................             10,467              60,866             363,593
Accrued Expenses & Other Liabilities ...................................            150,496             151,038             113,309
                                                                               ------------        ------------        ------------
      Total Liabilities ................................................       $  8,919,761         $ 9,103,479        $  8,809,232
                                                                               ------------        ------------        ------------

Capital Securities .....................................................       $    199,270        $    199,264        $     99,640

STOCKHOLDERS' EQUITY
Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued                 --                  --                  --
Common stock, par value $2.50; authorized 200,000,000 shares;
    issued  143,056,337 shares at March 31, 1998 .......................            357,641             256,790             252,410
Additional Paid in Capital .............................................              3,703             127,853              85,170
Retained Earnings ......................................................            456,412             469,616             377,500
Unrealized Gains/(Losses) on Securities Available-for-Sale, net of taxes             26,283              17,124             (13,701)
Deferred Compensation ..................................................            (18,817)            (19,361)            (13,857)
Treasury Stock at cost; 769,790 at March 31, 1998 ......................            (19,745)            (81,133)            (61,103)
                                                                               ------------        ------------        ------------
      Total Stockholders' Equity .......................................            805,477             770,889             626,419
                                                                               ------------        ------------        ------------
      Total Liabilities and Stockholders' Equity .......................       $  9,924,508        $ 10,073,632        $  9,535,291
                                                                               ============        ============        ============
</TABLE>


                                       4
<PAGE>   5
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                             --------------------------
                                                              MARCH 31,       MARCH 31,
  (in thousands, except per share amounts)                       1998            1997
                                                             --------------------------
<S>                                                          <C>              <C>      
INTEREST INCOME
Loans ................................................       $ 123,495        $ 109,288
Mortgage-Backed Securities ...........................          54,491           46,880
U.S. Treasury & Government Agency Securities .........           5,825            5,742
Other Securities .....................................           4,577            2,110
State & Municipal Obligations ........................           1,298            1,385
Federal Funds Sold & Securities Purchased Under
 Agreements to Resell ................................             755              183
Interest Earning Deposits ............................              66               37
                                                             ---------        ---------
Total Interest Income ................................         190,507          165,625
                                                             ---------        ---------
INTEREST EXPENSE
Savings, N.O.W. & Money Market Deposits ..............          16,612           16,493
Other Time Deposits ..................................          24,263           24,862
Certificates of Deposit, $100,000 & Over .............           6,607            5,759
Federal Funds Purchased & Securities Sold Under
   Agreements to Repurchase ..........................          31,886           16,598
Other Borrowings .....................................           6,932            7,637
                                                             ---------        ---------
   Total Interest Expense ............................          86,300           71,349
                                                             ---------        ---------
   Net Interest Income ...............................         104,207           94,276
Provision for Loan Losses ............................          12,500            1,800
                                                             ---------        ---------
   Net Interest Income after Provision for Loan Losses          91,707           92,476
                                                             ---------        ---------

NON-INTEREST INCOME
Fees & Service Charges on Deposit Accounts ...........           6,654            5,567
Broker Commissions & Trust Fees ......................           2,473            2,309
Mortgage Banking Operations ..........................           1,023            1,097
Other Operating Income ...............................           3,618            1,432
Net Securities (Losses)/Gains ........................          (2,517)              82
                                                             ---------        ---------
     Total Non-Interest Income .......................          11,251           10,487
                                                             ---------        ---------

NON-INTEREST EXPENSE
Compensation & Employee Benefits .....................          22,942           20,782
Amortization and Writedown of Intangible Assets ......           8,168            1,840
Occupancy and Equipment ..............................           7,499            7,157
Capital Securities Costs .............................           4,211            2,245
Other Operating Expenses .............................          11,560           10,432
Merger Related Restructure Charge ....................          52,452               --
                                                             ---------        ---------
    Total Non-Interest Expense .......................         106,832           42,456
                                                             ---------        ---------
(Loss)/Income Before Income Taxes ....................          (3,874)          60,507
(Benefit)/Provision for Income Taxes .................         (11,250)          24,528
                                                             ---------        ---------
     Net Income ......................................       $   7,376        $  35,979
                                                             =========        =========

PER SHARE: (1)
Earnings Per Share - Basic ...........................       $    0.05        $    0.26
Earnings Per Share - Diluted .........................       $    0.05        $    0.26
Cash Dividends .......................................       $   0.125        $   0.083
</TABLE>

(1) Amounts have been restated to give effect for the 3-for-2 Common Stock Split
declared March 24, 1998 and effective on May 15, 1998.


                                       5
<PAGE>   6
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)
 (in thousands)

<TABLE>
<CAPTION>
 FOR THE THREE MONTHS ENDED MARCH 31,                                                    1998           1997
                                                                                    --------------------------
<S>                                                                                 <C>              <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ..................................................................       $   7,376        $  35,979
ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses ...................................................          12,500            1,800
Depreciation and Amortization ...............................................           2,844            2,673
Amortization and Writedown of Intangible Assets .............................           8,168            1,840
Amortization of Securities Premiums .........................................           3,007            2,553
Accretion of Discounts and Net Deferred Loan Fees ...........................          (3,245)          (1,692)
Net Securities Losses/(Gains) ...............................................           2,517              (82)
Change in Other Assets and Liabilities ......................................          48,793           (8,787)
                                                                                    ---------        ---------
    Net Cash Provided by Operating Activities ...............................          81,960           34,284
                                                                                    ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities, Redemptions, Calls and Principal Repayments on
    Securities Held-to-Maturity .............................................         107,367           51,086
Proceeds from Sales of Securities Available-for-Sale ........................         363,235            6,554
Maturities and Principal Repayments on
    Securities Available-for-Sale ...........................................         287,519           47,567
Purchases of Securities Available-for-Sale ..................................        (626,724)        (598,617)
Loans Originated and Principal Repayments on Loans, net .....................         (66,658)        (185,938)
Proceeds from the Sale of Loans .............................................          57,250           23,168
Transfers to and Sales of Other Real Estate, net ............................           1,273            1,145
Premises and Equipment, net .................................................           3,849           (1,286)
                                                                                    ---------        ---------
    Net Cash Provided by/(Used in) Investing Activities .....................         127,111         (656,321)
                                                                                    ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Decrease in Customer Deposits Liabilities ...............................         (12,162)         (72,381)
Net (Decrease)/Increase in Borrowings .......................................        (222,552)         539,365
Treasury Stock Activity, net ................................................          16,565           (2,225)
Common Stock Sold for Cash ..................................................           7,403            4,278
Dividends Paid to Shareholders ..............................................         (13,364)         (10,386)
                                                                                    ---------        ---------
    Net Cash (Used in)/Provided by Financing Activities .....................        (224,110)         458,651
                                                                                    ---------        ---------
    Net Decrease in Cash and Cash Equivalents ...............................         (15,039)        (163,386)

New York Bancorp Activity for the Three Months Ended December 31, 1997 ......            (384)              --
Cash and Cash Equivalents at Beginning of Year ..............................         191,055          291,408
                                                                                    ---------        ---------
Cash and Cash Equivalents at End of Year ....................................       $ 175,632        $ 128,022
                                                                                    =========        =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash Paid During the Period for:
    Interest Expense ........................................................       $  87,947        $  70,976
                                                                                    =========        =========
    Income Taxes ............................................................       $  19,507        $  22,067
                                                                                    =========        =========

Securities Transferred from Held-to-Maturity to Available-for-Sale due to the
    Merger with New York Bancorp in accordance with SFAS No.115 .............       $ 913,598               --
                                                                                    =========        =========


During the Period the Registrant Purchased Various Securities which
    Settled in the Subsequent Month .........................................       $  10,467        $ 363,593
                                                                                    =========        =========
</TABLE>


                                       6
<PAGE>   7
 CONSOLIDATED STATEMENTS OF CHANGES IN
 STOCKHOLDERS' EQUITY
 (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                        Additional                 Unrealized
                                               Common      Paid in    Retained     Securities      Deferred   Treasury
                                                Stock      Capital     Earnings   Gains/(Losses)      Comp.     Stock      Total
                                            --------------------------------------------------------------------------------------
<S>                                         <C>         <C>            <C>             <C>          <C>       <C>         <C>     
BALANCE, DECEMBER 31, 1996 ...............    $169,243    $158,715     $352,581        ($3,195)     ($5,193)  ($62,717)   $609,434
Net Income ...............................         --           --       35,979             --           --         --      35,979
Cash Dividends - The Registrant ..........         --           --       (8,283)            --           --         --      (8,283)
Cash Dividends - NYB .....................         --           --       (2,487)            --           --         --      (2,487)
Issuance of Common Stock .................        834        3,244           --             --           --         --       4,078
Treasury Stock Activity, net .............         --           28         (237)            --                  (1,787)     (1,996)
Restricted Stock Activity, net ...........         --        5,516           --             --       (8,664)     3,401         253
Amortization of Permanent Unrealized Loss
upon Transfer of Securities from
Available-for-Sale
      to Held-to-Maturity, net of taxes ..         --           --          (53)          (492)          --         --        (545)
Adjustment to Unrealized Gains/(Losses) on
Securities
      Available-for-Sale, net of taxes ...         --           --           --        (10,014)          --         --     (10,014)
Issuance of  Stock for the Two-for-One ...     
Stock Split                                    82,333      (82,333)
                                            --------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1997 ..................  $ 252,410    $  85,170    $ 377,500       ($13,701)    ($13,857)   ($61,103)  $626,419
                                            ======================================================================================




BALANCE, DECEMBER 31, 1997 ...............   $256,790     $127,853     $469,616        $17,124     ($19,361)  ($81,133)   $770,889
Net Income ...............................        --            --        7,376             --           --         --       7,376
Cash Dividends -The Registrant ...........        --            --      (17,789)            --           --         --     (17,789)
Cash Dividends - NYB .....................        --            --       (3,219)            --           --         --      (3,219)
Issuance of Common Stock .................      2,871       14,975           --             --           --         --      17,846
Treaury Stock Activity, net ..............    (21,234)     (19,911)     (11,524)            --           --     61,388       8,719
Restricted Stock Activity, net ...........         --           --           --             --          544         --        544
NYB Net Income for the Three Months
    Ended December 31,1997 ...............         --           --      11,992              --           --         --      11,992
Amortization of Permanent Unrealized Loss
upon Transfer of Securities from
Available-for-Sale
      to Held-to-Maturity, net of taxes ..         --           --          (40)          (291)          --         --        (331)
Adjustment to Unrealized Gains/(Losses) on
Securities
      Available-for-Sale, net of taxes ...         --           --           --          9,450           --         --       9,450
Issuance of  Stock for the Three-for-Two .    
Stock Split ..............................    119,214     (119,214)          --             --           --         --          --
                                            --------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1998 ..................   $357,641     $  3,703     $456,412        $26,283      ($18,817) ($19,745)   $805,477
                                            ======================================================================================
</TABLE>


                                       7
<PAGE>   8
                         NORTH FORK BANCORPORATION, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                             MARCH 31, 1998 AND 1997


BASIS OF PRESENTATION

     North Fork Bancorporation, Inc. (the "Registrant") through its banking
subsidiaries, North Fork Bank ("North Fork") and Branford Savings Bank
("Branford"), provides a variety of banking and financial services to middle
market and small business organizations, local governmental units, and retail
customers in the metropolitan New York area and the Connecticut County of New
Haven. On March 27, 1998, New York Bancorp ("NYB"), the parent company of Home
Federal Savings Bank ("Home"), was merged with and into the Registrant. The
merger has been accounted for under the pooling-of-interests method of
accounting and, accordingly, the Registrant's consolidated financial statements
include the consolidated accounts of NYB for all periods reported.

     The Registrant reports its financial results on a calendar year basis,
whereas NYB had reported its financial results on a fiscal year basis, which
ended September 30. The consolidated financial results for periods prior to 1998
reflect the combination of the Registrant at and for the year ended December 31
with NYB at and for the years ended September 30. Certain of NYB's financial
information has been reclassified to conform with that of the Registrant.

     The accounting and reporting policies of the Registrant are in conformity
with generally accepted accounting principles and prevailing practices within
the financial services industry. The preparation of financial statements in
conformity with generally accepted accounting principles requires that
management make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Such estimates are subject to change in
the future as additional information becomes available or previously existing
circumstances are modified. Actual results could differ from those estimates.
Certain reclassifications have been made to prior year amounts to conform to
current year presentations.

     Results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results of operations which may be expected for
the full year 1998 or any other interim periods.

     These statements should be read in conjunction with the Registrant's
summary of significant accounting policies, which are incorporated herein by
reference, in its 1997 Annual Report on Form 10-K.


                                       8
<PAGE>   9
BUSINESS COMBINATIONS

New York Bancorp

     On March 27, 1998, New York Bancorp was merged with and into the Registrant
in a transaction accounted for under the pooling-of-interests method of
accounting. Pursuant to the merger agreement, the Registrant issued 1.19 shares
of common stock for each share of NYB's common stock outstanding (26,603,264
common shares issued) and simultaneously retired 8,493,604 shares, as adjusted
of NYB's common stock, previously held as treasury shares with a cost basis of
$56.6 million. NYB had $3.4 billion in total assets, $2.0 billion in loans, net
of unearned, $1.7 billion in deposit liabilities, and $140.3 million in capital
at the merger date. The Registrant's previously reported components of
consolidated income and the amounts reflected in the accompanying consolidated
statements of income for the three months ended March 31, 1997 are as follows:

<TABLE>
<CAPTION>
      NET INTEREST INCOME
<S>                                             <C>    
As Previously Reported ..                       $66,070
New York Bancorp ........                        28,206
                                                -------
Combined ................                       $94,276
                                                -------
</TABLE>

<TABLE>
<CAPTION>
       NET INCOME
<S>                                             <C>    
As Previously Reported                          $25,715
New York Bancorp .....                           10,264
                                                -------
Combined .............                          $35,979
                                                -------
</TABLE>

     NYB's reporting period had been as of and for the year ended September 30,
whereas the Registrant utilized a calendar year basis. NYB's financial results
for 1998 have been conformed to the calendar year reporting period of the
Registrant. All prior year consolidated financial results combine the Registrant
with NYB utilizing its respective fiscal reporting period. As a result, NYB's
operating results for the three month period ended December 31, 1997 have been
set forth separately as a component of consolidated stockholders' equity and are
not included in the Registrant's consolidated statements of income.

     The following is a summary of New York Bancorp's results of operations and
cash flows for the three months ended December 31, 1997:

<TABLE>
<CAPTION>
STATEMENT OF INCOME DATA:
<S>                                            <C>     
 Net Interest Income ...................       $ 29,329
                                               --------
 Net Income ............................       $ 11,992
                                               --------
STATEMENT OF CASH FLOWS DATA:
 Cash Provided by Operating Activities .       $ 19,896
 Cash Used in Investing Activities .....        (65,460)
 Cash Provided by Financing Activities .         45,180
                                               --------
 Net Decrease in Cash & Cash Equivalents       ($   384)
                                               --------
</TABLE>

     In connection with the merger, on March 27, 1998, NYB consummated a private
placement of 600,000 shares of its common stock (714,000 shares, as adjusted),
which were previously held in treasury, at a price of $43.625 per share ($36.66,
per share, as adjusted).

     Additionally, the Registrant, in connection with the merger, recorded a
pre-tax charge for merger and related restructuring costs of $52.5 million. This
charge included $10.0 million in direct merger expenses, primarily investment
banking and other professional fees; $15.8 million in severance and other
employee related costs; $26.7 in facility and system costs associated with the
elimination of duplicate facilities, the write-off of certain property and
equipment, the cancellation of certain contractual obligations, and other
expenses associated with the merger. Additionally, the Registrant recorded a
$5.0 tax charge, net of federal benefit, relating to the recapture of Home's bad
debt reserve for State and local tax purposes. At March 31, 1998, $20.4 million
of the merger and related restructuring charge is included in other liabilities.
It is anticipated that the amount of this charge will be substantially paid in
1998, with the exception of certain obligations under long-term lease
arrangements.


                                       9
<PAGE>   10
Branford Savings Bank

     In December 1997, the Registrant completed its purchase acquisition of
Branford Savings Bank ("Branford"), a Connecticut chartered savings bank. At
December 31, 1997, Branford had total assets of $179 million, deposits of $160
million, and stockholders' equity of $16.6 million. Branford operates through
five full-service branch locations in the Connecticut county of New Haven. The
operating results of Branford are not significant to the consolidated financial
statements of the Registrant.

     Additionally, on April 29, 1998 the Registrant entered into an agreement to
sell four branches and $67 million in deposits of Branford for a deposit premium
of 9%.

COMMON STOCK SPLIT

     On March 24, 1998, the Board of Directors approved a three-for-two common
stock split. The new shares will be issued on May 15, 1998 to shareholders of
record on April 24, 1998. The par value of the Registrant's common stock remains
unchanged at $2.50. As a result, $119.2 million was transferred from additional
paid-in-capital to common stock at March 31, 1998 to reflect the assumed
issuance. All per share, weighted average shares outstanding, and option data
presented in the consolidated financial statements have been retroactively
adjusted to reflect the effects of the split.

RECENT ACCOUNTING DEVELOPMENTS

Reporting Comprehensive Income

     The Registrant adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130") in January 1998. SFAS 130
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains, and losses) in a full set of
general-purpose financial statements. Comprehensive income is defined as the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from non-owner sources. SFAS 130 requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS 130 also
requires that an enterprise (a) classify items of other comprehensive income by
their nature in a financial statement and (b) display the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in-capital in the equity section of a statement of financial position.
Additionally, SFAS 130 allows an enterprise to present total comprehensive
income amount in the notes to the interim financial statements rather than on
the face of a statement, as required for the display in the annual financial
statements. For the three months ended March 31, 1998, comprehensive income was
$16.5 million, reflecting a $9.2 million adjustment to net income for unrealized
gains on securities available-for-sale, net of income taxes. Comprehensive
income for the three months ended March 31, 1997 was $25.5 million, reflecting
an increase of $10.5 million in the unrealized loss on securities
available-for-sale, net of income taxes.

Disclosure about Segments for an Enterprise and Related Information

     In June 1997, the FASB issued statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
(SFAS 131"). SFAS 131 establishes standards for the way an enterprise reports
information about operating segments in annual financial statements and requires
that enterprises report selected information about operating segments in interim
financial reports issued to shareholders. Operating segments are components of
an enterprise about which separate financial information is available, that are
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. SFAS 131 requires a
reconciliation of total segment revenues, total segment profit or loss, total
segment assets, and other amounts disclosed for segments to the amounts in the
enterprise's financial statements. It also requires an enterprise to report
descriptive information about the way the operating segments were determined,
the products and services provided by the operating segments, and any
differences between the measurements used for segment reporting and financial
statement reporting. SFAS 131 is effective for fiscal years beginning after
December 15, 1997. In the initial year of application, comparative information
for earlier years is to be restated. Management is currently assessing the
financial implication of implementing SFAS 131 and believes that the adoption
will not have a material adverse effect on the Registrant.


                                       10
<PAGE>   11
Employers' Disclosures about Pensions and Other Post-retirement Benefits

     In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132, "Employers' Disclosures about Pensions and Other
Post-retirement Benefits" ("SFAS 132"). SFAS 132 revises employers' disclosures
about pensions and other post-retirement benefit plans; it does not change the
measurement or recognition under these plans. SFAS 132 standardizes the
disclosure requirements for pensions and other post-retirement benefits to the
extent practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer useful.

     SFAS 132 is effective for fiscal years beginning after December 15, 1998.
The Registrant is currently evaluating the effect of SFAS 132 upon its financial
statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW

     The Registrant recognized net income of $7.4 million, or diluted earnings
per share of $.05, for the first quarter ended March 31, 1998, as compared with
net income of $36.0 million, or diluted earnings per share of $.26, for the
first quarter ended March 31, 1997. The quarter ended March 31, 1998 included,
for the first time, the operating results of New York Bancorp. Net income and
diluted earnings per share during the quarter were impacted by the recognition
of certain special charges and non-recurring items. The aggregate of these
special charges and non-recurring items was $74.3 million or $38.6 million after
taxes. They included a merger related restructure charge of $52.5 million,
associated with the NYB acquisition, an additional provision for loan losses of
$11.5 million, due principally to certain non-performing and marginally
performing loans acquired in the NYB acquisition being identified for sale,
securities losses of $2.5 million related to the Registrant's balance sheet
repositioning, a write-down of $6 million in intangible assets due to a
realignment in the Registrant's business arising from recent business
combinations, and the recognition of $1.8 million in other operating expenses,
primarily non-recurring compensation costs paid to former employees of Home. Tax
items include a charge of $5 million, net of federal benefit, relating to the
recapture of Home's bad debt reserve of State and Local tax purposes and a $20
million tax benefit derived from the restructuring of one of North Fork's
subsidiaries.

     Net income and diluted earnings per share, exclusive of the aforementioned
items ("Core Earnings"), would have been $46.0 million, or $.33 per share, in
the first quarter ended March 31, 1998. Return on average total assets and
return on average stockholders' equity, excluding these items, would have been
1.81% and 24.20%, respectively.


                                       11
<PAGE>   12
     The following table sets forth a reconciliation from net income, as
reported, to Core Earnings for the three months ended March 31, 1998:

<TABLE>
<S>                                                                                       <C>           <C>
(in thousands, except ratio and per share amounts)
 Net Income (Earnings Per Share - Diluted $.05)                                                         $   7,376

 ITEMS EXCLUDED FROM CORE EARNINGS:
 Merger Related Restructure Charge                                                        $   52,452
 Provision for Loan Losses                                                                    11,500
 Writedown of Intangible Assets                                                                6,000
 Securities Losses                                                                             2,517
 Other Operating Expenses                                                                      1,814
                                                                                          ----------
                                                                                              74,283
 Less: Related Tax Effect                                                                   (20,682)
                                                                                          ----------
                                                                                                          $53,601
 Add: Bad Debt Recapture, Net of Federal Benefit                                                            5,000
 Less: Tax Benefit                                                                                       (20,000)
                                                                                                        ---------

 Core Earnings                                                                                            $45,977
                                                                                                        =========

 Core Earnings Per Share - Basic                                                                            $0.33
 Core Earnings Per Share - Diluted                                                                          $0.33

 Core Return on Average Stockholders Equity                                                                24.20%
 Core Return on Average Total Assets                                                                        1.81%
</TABLE>

NET INTEREST INCOME

     Net interest income increased $9.9 million, or 10.5%, to $104.2 million for
the 1998 first quarter, as compared with $94.3 million for the comparable 1997
period. This growth was achieved through a 16.4% increase in average interest
earning assets. The net interest margin, on a tax equivalent basis, declined to
4.41% when compared to 4.61% during the 1997 period. The narrowing in net
interest margin was directly attributable to an increase in the level of higher
costing wholesale funding sources and to a lesser extent a modest decline in the
Registrant's overall yield on interest earning assets. This impact was partially
offset by the growth in average demand deposits, the issuance of $100 million in
capital securities in December 1997, and an increase in retained capital.

     Interest income increased $24.9 million, or 15.0%, to $190.5 million in the
1998 first quarter, when compared to $165.6 million in 1997. This increase was
achieved through the $1.4 billion, or 16.4%, growth in interest earning assets
to $9.8 billion during the 1998 first quarter, when compared to $8.4 billion in
1997.

     Average loans, net of unearned income, increased $689.1 million, or 13.5%,
to $5.8 billion for the 1998 first quarter, while remaining relatively constant
at approximately 60% of average interest earning assets. This level of growth
was achieved through continued strong demand across virtually all loan
categories. However, the residential mortgage loan portfolio continues to be
impacted by the heavy volume of refinancing activity. The corresponding yield on
average loans declined modestly from 8.70% to 8.67%.

     Average securities increased $649.2 million or 19.7% to $3.9 billion for
the 1998 first quarter. The increase in average securities resulted from
management's decision to increase its mortgage-backed securities and corporate
debt securities portfolios. The yield on average securities declined modestly
from 7.06% to 7.01%.

     Interest expense increased to $86.3 million in the first quarter of 1998,
reflecting an average cost of funds of 4.29%, as compared with $71.3 million, or
4.04%, in 1997. This increase resulted from a $1.0 billion increase in interest
bearing liabilities, due principally to a decision to fund balance sheet growth
with higher costing wholesale borrowings, which positively impacted net interest
income. This growth strategy is consistent with management's decision to more
efficiently utilize its excess capital.

     Average securities sold under agreements to repurchase increased 89.7% to
$2.2 billion, reflecting an average cost of funds of 5.81% for the first
quarter, as compared to $1.2 billion, at an average cost of funds of 5.74% for
the 


                                       12
<PAGE>   13
1997 period.

     Average demand deposits increased $186.4 million, or 24.0%, to $963.6
million during the first quarter of 1998, as compared to $777.2 million during
the 1997 period. The growth in the level of demand deposits has resulted from
management's emphasis on converting acquired savings bank locations into
full-service commercial banking locations. At March 31, 1998, demand deposits
represented 15.9% of total deposits, as compared to 12.8% at March 31, 1997.

     The following table sets forth a summary analysis of the relative impact on
net interest income of changes in the average volume of interest earning assets
and interest bearing liabilities and changes in average rates on such assets and
liabilities. Due to the numerous simultaneous volume and rate changes during the
period analyzed, it is not possible to precisely allocate changes between
volumes and rates. For presentation purposes, changes which are not solely due
to volume changes or rate changes have been allocated to these categories based
on the respective percentage changes in average volume and average rates as they
compare to each other. In addition, average interest earning assets include
non-accrual loans.

<TABLE>
<CAPTION>
 FOR THE THREE MONTHS ENDED MARCH 31,                                              1998 VS. 1997
                                                                 --------------------------------------------------
                                                                                                     CHANGE IN
                                                                     AVERAGE          AVERAGE       NET INTEREST
  (in thousands)                                                      VOLUME           RATE            INCOME
                                                                 --------------------------------------------------
<S>                                                                  <C>              <C>           <C>    
 INTEREST INCOME FROM EARNING ASSETS:
 Interest Earning Deposits .................................                  $34            ($5)              $29
 Securities ................................................               11,222           (432)           10,790
 Loans, net of unearned income (2) .........................               14,728           (425)           14,303
 Federal Funds Sold & Securities Purchased Under
  Agreements to Resell .....................................                  565              7               572
                                                                 --------------------------------------------------
    Total Interest Income ..................................               26,549           (855)           25,694
                                                                 --------------------------------------------------

 INTEREST EXPENSE ON LIABILITIES:
 Savings, N.O.W. & Money Market Deposits ...................                  297           (178)              119
 Time Deposits .............................................                 (287)           536               249
 Federal Funds Purchased and Securities Sold
   Under Agreements to Repurchase ..........................               15,077            211            15,288
 Other Borrowings ..........................................              (1,244)            539              (705)
                                                                 --------------------------------------------------
    Total Interest Expense .................................               13,843          1,108            14,951
                                                                 --------------------------------------------------
 Net Change in Net Interest Income .........................              $12,706        ($1,963)          $10,743
                                                                 --------------------------------------------------
</TABLE>

     (1) The above table is presented on a tax equivalent basis. 
     (2) Non-accrual loans are included in average loans, net of unearned 
         income.


                                       13
<PAGE>   14
     The following tables present an analysis of net interest income by each
major category of interest earning assets and interest bearing liabilities for
the three month periods ended March 31, 1998 and 1997, respectively.

<TABLE>
<CAPTION>
 FOR THE THREE MONTHS ENDED MARCH 31,                                 1998                                      1997
                                              ------------------------------------------------------------------------------------
                                                  AVERAGE                       AVERAGE      AVERAGE                        AVERAGE
  (dollars in thousands )                         BALANCE          INTEREST      RATE        BALANCE          INTEREST       RATE
                                              ------------------------------------------------------------------------------------
<S>                                           <C>              <C>               <C>      <C>             <C>                <C>  
INTEREST EARNING ASSETS:
Interest Earning Deposits .................   $      6,880     $         66      3.89%    $      3,349    $         37       4.48%
Securities ................................      3,945,275           68,182      7.01%       3,296,103          57,392       7.06%
Loans, net of unearned income (1) .........      5,791,780          123,774      8.67%       5,102,670         109,471       8.70%
Federal Funds Sold and Securities
 Purchased Under Agreements to Resell .....         51,503              755      5.95%          12,954             183       5.73%
                                              -----------------------------               ----------------------------
  Total Interest Earning Assets ...........      9,795,438          192,777      7.98%       8,415,076         167,083       8.05%
                                              -----------------------------               ----------------------------


NON INTEREST EARNING ASSETS:
Cash and Due from Banks ...................        152,748                                     145,237
Other Assets (2) ..........................        330,070                                     272,562
                                              ------------                                ------------
 Total Assets .............................   $ 10,278,256                                $  8,832,875
                                              ============                                ============

INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits ...   $  3,005,521     $     16,612      2.24%    $  2,952,084    $     16,493       2.27%
Time Deposits .............................      2,441,100           30,870      5.13%       2,464,048          30,621       5.04%
                                              -----------------------------               ----------------------------
  Total Savings and Time Deposits .........      5,446,621           47,482      3.54%       5,416,132          47,114       3.53%
Federal Funds Purchased and Securities Sold
  Under Agreements to Repurchase ..........      2,224,817           31,886      5.81%       1,172,646          16,598       5.74%
Other Borrowings ..........................        477,731            6,932      5.88%         565,443           7,637       5.48%
                                              -----------------------------               ----------------------------
 Total Interest Bearing Liabilities .......      8,149,169           86,300      4.29%       7,154,221          71,349       4.04%
                                              -----------------------------               ----------------------------
Rate Spread ...............................                                      3.69%                                       4.01%

NON-INTEREST BEARING LIABILITIES
Demand Deposits ...........................        963,557                                     777,185
Other Liabilities .........................        176,116                                     173,618
                                              ------------                                ------------
 Total Liabilities ........................      9,288,842                                   8,105,024
Capital Securities ........................        199,268                                      99,638
 Stockholders' Equity .....................        790,146                                     628,213
                                              ------------                                ------------
 Total Liabilities and Stockholders' Equity   $ 10,278,256                                $  8,832,875
                                              ============                                ============

Net Interest Income and Net Interest Margin                         106,477      4.41%                          95,734       4.61%
Less: Tax Equivalent Adjustment ...........                          (2,270)                                    (1,458)
                                                               ------------                               ------------
     Net Interest Income ..................                    $    104,207                               $     94,276
                                                               ============                               ============
</TABLE>

     (1) Non-accrual loans are included in average loans, net of unearned
         income.
     (2) Unrealized gains/(losses) on available-for-sale securities are 
         recorded in other non-interest earning assets.
     (3) The above table is presented on a tax equivalent basis.

NON-INTEREST INCOME

     Non-interest income, exclusive of net securities losses and gains,
increased 32.3% to $13.8 million in the 1998 first quarter, compared with $10.4
million in the 1997 first quarter. Net securities losses during the current
quarter were $2.5 million, compared with net securities gains of $.1 million in
the 1997 corresponding period.

     The increase in non-interest income during 1998 first quarter resulted from
a $1.1 million, or 19.5% increase in fees and service charges on deposit
accounts to $6.7 million, a $.2 million, or 7.1% increase in broker commissions
and trust fees to $2.5 million and a $2.2 million or 152.7% increase in other
operating income to $3.6 million. The growth in non-interest income is
attributable to management's success in delivering a full compliment of
financial services and products to its new market areas and expanded customer
base through its past acquisitions.


                                       14
<PAGE>   15
     Net securities losses recognized during the quarter were principally due to
the Registrant selling approximately $415 million in various securities, in
connection with its balance sheet repositioning (see the "Securities" section of
this report for additional detail).

     The recent acquisition of New York Bancorp has provided the Registrant with
an expanded geographic presence and significantly larger customer base, which
should result in increased fee income during the remainder of 1998.

NON-INTEREST EXPENSE

     Non-interest expense, exclusive of non-recurring merger related restructure
charges and other special items included in non-interest expense aggregating
$60.3 million, increased $4.0 million, or 9.4%, during the 1998 first quarter to
$46.5 million, as compared to $42.5 million during the comparable prior year
period. This increase is attributable to the $2.0 million increase in capital
securities costs due to the issuance of an additional $100 million in capital
securities in December 1997, increases in costs associated with the December
1997 purchase acquisition of Branford Savings Bank, and the costs associated
with the opening of several supermarket locations during the past 12 months.

     The Registrant's core efficiency ratio, which represents the ratio of
non-interest expense, net of other real estate costs and other non-recurring
charges, to net interest income on a tax equivalent basis and non-interest
income net of securities gains and losses, improved to 38.6% in the 1998 first
quarter, as compared with 39.7% for the comparable prior year period. Management
anticipates that during 1998 the core efficiency ratio will be further reduced
as the Registrant starts to fully realize the benefits of its recent acquisition
of NYB. 

INCOME TAXES

     The Registrant's effective tax rate exclusive of the certain special
charges, non-recurring items, and tax benefits was 35% for the first quarter of
1998, as compared to 40.5% for the comparable prior year period. The Registrant
anticipates that its effective tax rate for the remainder of 1998 will be
approximately 35%.

LOAN PORTFOLIO

     The following table represents the components of the loan portfolio for the
periods indicated: 

<TABLE>
<CAPTION>
                                                  -----------------------------------------------------------------
                                                   MARCH 31,      % OF    DEC. 31,     % OF     MARCH 31,    % OF
 (dollars in thousands)                               1998       TOTAL     1997        TOTAL      1997       TOTAL
                                                  -----------------------------------------------------------------
<S>                                                <C>             <C>  <C>              <C>  <C>              <C>
 Mortgage Loans-Residential ...................    $2,051,645      36%  $2,144,029       36%  $2,167,563       42%
 Mortgage Loans-Multi-Family ..................     1,631,724      28%   1,534,623       27%   1,221,579       23%
 Mortgage Loans-Commercial ....................     1,177,288      20%   1,192,071       21%   1,057,984       20%
 Commercial & Industrial ......................       450,612       8%     444,480        8%     397,842        8%
 Consumer Loans and Leases ....................       414,296       7%     394,436        7%     330,563        6%
 Construction  and Land Loans .................        56,650       1%      51,052        1%      55,879        1%
                                                  -----------------------------------------------------------------
                                                   $5,782,215     100%  $5,760,691      100%  $5,231,410      100%
                                                  -----------------------------------------------------------------
</TABLE>

     The loan portfolio is concentrated primarily in loans secured by real
estate in the New York metropolitan area. The risk inherent in this portfolio is
dependent not only upon regional and general economic stability which affects
property values, but also the financial well-being and creditworthiness of the
borrowers.


                                       15
<PAGE>   16
ASSET QUALITY

     The components of non-performing assets and restructured, accruing loans
are detailed in the table below: 

<TABLE>
<CAPTION>
                                                                             -------------------------------------
                                                                                MARCH 31,    DEC. 31,     MARCH 31,
 (in thousands)                                                                   1998         1997         1997
                                                                             -------------------------------------
<S>                                                                             <C>          <C>          <C>   
 Loans Ninety Days Past Due and Still Accruing ............................       $7,535       $6,414       $7,844
 Non-Accrual Loans ........................................................       17,753       31,231       49,952
                                                                             -------------------------------------
    Non-Performing Loans ..................................................       25,288       37,645       57,796
 Other Real Estate ........................................................        4,931        5,943        5,235
                                                                             -------------------------------------
    Non-Performing Assets .................................................      $30,219      $43,588      $63,031
                                                                             =====================================
 Restructured, Accruing Loans .............................................       $9,408      $14,567      $18,373
                                                                             =====================================
</TABLE>

     At March 31, 1998, non-performing assets, which include loans past due
ninety days and still accruing interest, non-accrual loans and other real
estate, was $30.2 million as compared to $43.6 million at December 31, 1997.
Non-performing assets declined $32.8 million, or 52.1%, at March 31, 1998 when
compared to $63.0 at March 31, 1997. This substantial decline was achieved
principally through the sale of non-performing loans for cash during the past 12
months. Non-performing loans at March 31, 1998 consisted of $2.8 million in
commercial loans, $6.5 million in commercial mortgages, $9.7 million in
residential mortgages, $1.4 million in construction and land loans, $4.6 million
in consumer loans and leases, and $.3 million in multi-family mortgages.

     Loans are classified as restructured when management has granted, for
economic or legal reasons related to the borrower's financial difficulties,
concessions to the customer that it would not otherwise consider. Generally,
this occurs when the cash flow of the borrower is insufficient to service the
loan under its original terms. Loans restructured are reported as such in the
year of restructuring. In subsequent reporting periods, if the loan was
restructured to yield a market rate of interest, is performing in accordance
with the restructure terms and management expects such performance to continue,
the loan is then removed from its restructured status.

     Restructured, accruing loans declined modestly to $9.4 million at March 31,
1998, as compared with $14.6 million at December 31, 1997, and $18.4 million at
March 31, 1997. The decline in the level of restructured accruing loans was
achieved through principal repayments, maturities and renewals at market terms,
and the satisfaction of the performance requirements on certain of these loans
during the past year. At March 31, 1998, the portfolio of restructured, accruing
loans is comprised primarily of loans which have demonstrated performance in
accordance with the terms of their restructure agreements, however, did not
yield a market rate of interest at the time of restructuring.

     The following table represents a summary of the changes in the allowance
for loan losses:

<TABLE>
<CAPTION>
 FOR THE THREE MONTHS ENDED MARCH 31,                                                           1998         1997
                                                                                         --------------------------
<S>                                                                                           <C>          <C>    
 (dollars in thousands)
 Balance at Beginning of Year ........................................................        $74,393      $73,280
 Provision for Loan Losses ...........................................................         12,500        1,800
 Recoveries Credited to the Allowance ................................................          1,108          398
                                                                                         --------------------------
                                                                                               88,001       75,478
 Losses Charged to the Allowance .....................................................        (12,843)      (1,454)
 NYB Net Activity for the Three Months Ended December31, 1997 ........................            (55)          --
                                                                                         -------------------------
 Balance at End of Period ............................................................        $75,103      $74,024
                                                                                         ==========================

 Ratio of Net Charge-Offs to Average Loans ...........................................           0.82%        0.08%
 Allowance for Loan Losses to Period End Loans, net
     of unearned income ..............................................................           1.30%        1.42%
 Ratio of Allowance for Loan Losses to
     Non-performing Loans ............................................................            297%         128%
</TABLE>

     Management determines what it deems to be the appropriate level of the
allowance for loan losses on an ongoing basis by reviewing individual loans, as
well as the composition of and trends in the loan portfolio. 


                                       16
<PAGE>   17
Management considers, among other items, concentrations within segments of the
loan portfolio, delinquency trends, as well as recent charge-off experience and
third party evidentiary matter (such as appraisals) when assessing the degree of
credit risk in the portfolio. Various appraisals and estimates of current value
influence the estimation of the required allowance at any point in time.

     There has been significant growth in the loan portfolio over the past two
years from both originations and acquisitions. Loan growth through originations
has principally been in multi-family lending, commercial mortgages, and consumer
loans. Multi-family mortgage loans generally are for $1 - $5 million and are
secured by properties located in the metropolitan New York area, where demand
for such housing is strong. Commercial mortgage loans generally are originated
in amounts up to $5 million and are secured by a wide variety of collateral
types ranging from owner occupied to investment properties with strong cash
flows. To mitigate credit risk, management utilizes prudent underwriting
standards, including loan-to-value ratios of 70% or less, and monitors operating
results and value of collateral carefully.

     Consumer loan growth represents the growth of the auto loan business,
principally new car loans originated through an expanded dealer network. The
credit risk in auto lending is dependent upon the creditworthiness of the
borrower and the value of the collateral. The average loan originated is
generally between $15 - $25 thousand for periods ranging from 36 - 60 months.
The Bank accepts substantially only "A" rated paper or higher, which are
borrowers without past credit history problems.

     A substantial portion of the loan portfolio have adjustable rate features
and the credit use inherent in these loans will increase with an increase in the
underlying indices.

     The provision for loan losses of $12.5 million during the current quarter
reflects a non-recurring provision of $11.5 million arising substantially from
non-performing and marginally performing loans identified for sale. The
identified loans consisted principally of loans contained in New York Bancorp's
portfolio. In the quarter, approximately $32 million of such loans were sold for
cash. This compares with a provision for loan losses of $1.8 million recognized
in the 1997 comparable period. Net charge-offs during the first quarter of 1998
aggregated $11.7 million , or .82%, of average net loans, as compared with $1.1
million, or .08%, of average net loans during the comparable prior year period.
The net charge-offs recognized during the current quarter resulted principally
from the aforementioned loan sales.

     While management uses available information in estimating possible loan
losses, future additions to the allowance may be necessary based on future
changes in economic conditions. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the allowance
for loan losses. Such agencies may require the Company to recognize additions to
the allowance based on their judgment of information available to them at the
time of their examination. Based on current economic conditions, management
considers the allowance for loan losses at March 31, 1998 adequate to cover the
possible credit losses inherent in the loan portfolio. The allowance for loan
losses at March 31, 1998 was $75.1 million, or 297% of non-performing loans and
1.30% of net loans. This compares with an allowance for loan losses of $74.0
million or 128% of non-performing loans and 1.42% of net loans at March 31,
1997.


                                       17
<PAGE>   18
SECURITIES PORTFOLIO

     The composition of and the amortized cost and estimated fair values of
held-to-maturity and available-for-sale securities portfolios were as follows:

<TABLE>
<CAPTION>
                                               MARCH 31, 1998            DEC. 31, 1997          MARCH 31, 1997
                                          ------------------------------------------------------------------------
 HELD-TO-MATURITY SECURITIES                AMORTIZED      FAIR      AMORTIZED     FAIR      AMORTIZED     FAIR
 (in thousands)                                COST        VALUE        COST       VALUE       COST        VALUE
                                          ------------------------------------------------------------------------
<S>                                          <C>          <C>       <C>         <C>         <C>         <C>       
 CMO's .................................     $435,396     $436,475  $1,224,842  $1,216,927  $1,198,280  $1,173,994
 Mortgage-Backed Securities ............      212,156      212,469     413,537     413,910     465,172     457,458
 State & Municipal Obligations .........       52,275       53,016     114,511     116,099     120,832     120,097
 U.S. Government Agencies' Obligations .          651          651          96          96       2,544       2,476
 Other Securities ......................        9,122        9,162      10,322      10,379      12,614      12,664
                                          ------------------------------------------------------------------------
                                             $709,600     $711,773  $1,763,308  $1,757,411  $1,799,442  $1,766,689
                                          ========================================================================
</TABLE>


<TABLE>
<CAPTION>
                                              MARCH 31, 1998            DEC. 31, 1997            MARCH 31, 1997
                                           -----------------------------------------------------------------------
 AVAILABLE-FOR-SALE                         AMORTIZED     FAIR      AMORTIZED      FAIR      AMORTIZED      FAIR
 (in thousands)                                COST       VALUE       COST         VALUE        COST        VALUE
                                           -----------------------------------------------------------------------
<S>                                        <C>         <C>           <C>          <C>         <C>         <C>     
 CMO's .................................   $1,541,161  $1,546,051    $864,948     $871,064    $607,709    $603,111
 Mortgage-Backed Securities ............      891,957     899,903     758,952      766,549   1,105,696   1,091,539
 State & Municipal Obligations .........       60,714      61,522           -            -           -           -
 U.S. Government Agencies' Obligations .      207,311     210,361     242,685      245,940     263,607     259,765
 U.S. Treasury Securities ..............       31,960      32,074      32,963       33,119      78,770      74,901
 Equity Securities .....................      199,894     224,320     168,568      177,491     161,854     161,278
 Other Securities ......................       76,047      81,436      57,972       62,461           -           -
                                           -----------------------------------------------------------------------
                                           $3,009,044  $3,055,667  $2,126,088   $2,156,624  $2,217,636  $2,190,594
                                           =======================================================================
</TABLE>

     Management's strategy is to invest in securities with short-weighted
average lives minimizing exposure to future rises in interest rates. These are
principally mortgage-backed securities that provide stable cash flows that may
be reinvested at current market interest rates. The combined weighted average
lives of the held-to-maturity and available-for-sale securities portfolios at
March 31, 1998 was 4.4 years.

     In connection with the recent merger with NYB, the Registrant reclassified
approximately $913 million of investment securities from its held-to-maturity
portfolio to its available-for-sale portfolio. This transaction was done
pursuant to Statement of Financial Accounting Standard No. 115 "Accounting for
Certain Investments in Debt and Equity Securities" to maintain the Registrant's
interest rate risk profile which existed prior to the merger with NYB. The
securities transferred were primarily mortgage-backed securities ("MBS") and
collateralized mortgage-backed obligation ("CMO") having a higher degree of
interest rate risk and volatility. Additionally, approximately $415 million of
these securities were identified for sale at the time of reclassification
resulting in a $2.5 million securities loss recognized during the quarter.

     The net unrealized gain on securities available-for-sale increased $16.1
million to $46.6 million at March 31, 1998 when compared to $30.5 million at
December 31, 1997. This improvement was due to decreases in market interest
rates and substantial appreciation in the Registrant's equities holdings.

     Collateralized mortgage obligations ("CMO") are collateralized by either
U.S. Government Agency MBS's or whole loans which are principally conservative
current pay sequentials or PAC structures with a current weighted average life
of approximately 4.1 years.

     The prepayment of MBS's, including CMO's, is actively monitored through the
portfolio management function. Management typically invests in MBS's with stable
cash flows and relatively short duration, thereby limiting the impact of
interest rate fluctuations on the portfolio. Management regularly performs
simulation testing to assess the impact that interest rates and prepayments
would have on its MBS portfolio.

     At March 31, 1998, equity securities maintained in the available-for-sale
portfolio were comprised principally of common stock and preferred stock of
financial institutions. Other securities maintained in the available-for-sale
portfolio were comprised principally of capital securities and debt securities
of financial institutions.


                                       18
<PAGE>   19
     At March 31, 1998, held-to-maturity securities carried at $246 million and
available-for-sale securities carried at $2.2 billion were pledged for various
purposes as required by law and to secure securities sold under agreements to
repurchase and other borrowings.

CAPITAL

    The Registrant and its bank subsidiaries are subject to the risk based
capital guidelines administered by the banking regulatory agencies. The risk
based capital guidelines are designed to make regulatory capital requirements
more sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Under these guidelines, assets and
off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk weighted assets and off-balance sheet items. The
guidelines currently require all banks and bank holding companies to maintain a
minimum ratio of total risk based capital to total risk weighted assets of 8%,
including a minimum ratio of Tier I capital to total risk weighted assets of 4%
and a Tier I capital to average assets of 4%. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary actions by regulators, that, if undertaken, could have a direct
material effect on the Registrant's financial statements. As of March 31, 1998,
the most recent notification from the various banking regulators categorized the
Registrant and its bank subsidiaries as well capitalized under the regulatory
framework for prompt corrective action. Under the capital adequacy guidelines, a
well capitalized institution must maintain a minimum total risk based capital to
total risk weighted assets ratio of at least 10%, a minimum Tier I capital to
total risk weighted assets ratio of at least 6%, a minimum leverage ratio of at
least 5% and not subject to any written order, agreement or directive. There are
no conditions or events since such notification that management believes have
changed this classification.

     The following table sets forth the Registrant's regulatory capital at March
31, 1998 and March 31, 1997, under the rules applicable at such date. At such
date, management believes that the Registrant meets all capital adequacy
requirements to which it is subject.

<TABLE>
<CAPTION>
                                                                       MARCH31, 1998           MARCH 31, 1997
                                                                   -----------------------------------------------
  (dollars in thousands )                                             AMOUNT       RATIO       AMOUNT       RATIO
                                                                   -----------------------------------------------
<S>                                                                <C>           <C>        <C>           <C>   
 Tier 1 Capital ................................................   $  890,235      15.43%   $   659,528      13.01%
 Regulatory Requirement ........................................      230,844       4.00%      202,810       4.00%
                                                                   -----------------------------------------------
 Excess ........................................................   $  659,391      11.43%   $  456,718       9.01%
                                                                   -----------------------------------------------
 Total Risk Adjusted Capital ...................................   $  962,410      16.68%   $  722,906      14.26%
 Regulatory Requirement ........................................      461,687       8.00%      405,620       8.00%
                                                                   -----------------------------------------------
 Excess ........................................................   $  500,723       8.68%   $  317,286       6.26%
                                                                   -----------------------------------------------
 Risk Weighted Assets ..........................................   $5,771,088               $5,070,255
                                                                   ----------               ----------
</TABLE>

     The Registrant's leverage ratio at March 31, 1998 and March 31, 1997 was
8.74% and 7.54%, respectively.

OTHER MATTERS

     The Registrant continues its preparation for the "Year 2000 issue", that
is, the technological and computer program modifications that may be required to
ensure a smooth transition of the Registrant's information systems into the
twenty-first century. The Registrant and its subsidiaries are subject to
regulatory guidelines to ensure compliance with the Year 2000 issue. The
Registrant has initiated a review of its computer systems and programs to
determine which, if any, systems and programs are not capable of recognizing the
year 2000 date. Communication has been initiated with all of the Registrant's
vendors that supply the Registrant with these systems and programs. This
communication and assessment is on-going. Management is utilizing the regulatory
guidelines to assure compliance within the prescribed time frame (i.e. critical
applications updated and tested by December 31, 1998). Management does not
anticipate the costs associated with the resolution of the year 2000 issue to be
material.

ASSET/LIABILITY MANAGEMENT

     The Registrant's primary earnings source is the net interest margin, which
is affected by changes in the level of interest rates, the relationship between
rates, the impact of interest rate fluctuations on asset prepayments, the level
and composition of deposits, and the credit quality of the portfolio.
Management's asset/liability objectives are to 


                                       19
<PAGE>   20
maintain a strong, stable net interest margin, to utilize its capital
effectively without taking undue risks and to maintain adequate liquidity.

    The Registrant's risk assessment program includes a coordinated approach to
the management of liquidity, capital and interest rate risk. This risk
assessment 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, comprised of members of senior management
and the Board, meets periodically to evaluate the impact of changes in market
interest rates on assets and liabilities, net interest margin, capital and
liquidity, and to evaluate the Registrant's strategic plans. This approach also
considers the impact of pending merger transactions and the attendant impact on
the Registrant's strategic plan. The balance sheet structure is primarily
short-term with most assets and liabilities repricing or maturing in less than
five years. Management monitors the sensitivity of net interest income by
utilizing a dynamic simulation model complemented by traditional gap analysis.
This approach also considers the impact of pending merger transactions and the
attendant impact on the Registrant's strategic plan. This model measures net
interest income sensitivity and volatility to interest rate changes. This model
involves a degree of estimation based on certain assumptions that management
believes to be reasonable. Factors considered include actual maturities,
estimated cash flows, repricing characteristics, deposit growth/retention and,
primarily, the relative sensitivity of assets and liabilities to changes in
market interest rates. Utilizing this process, management can project the impact
of changes in interest rates on net interest income. This relative sensitivity
is important to consider since the Registrant's core deposit base is not subject
to the same degree of interest rate sensitivity as its assets. Core deposit
costs are internally controlled and generally exhibit less sensitivity to
changes in interest rates than the adjustable rate assets whose yields are based
on external indices and change in concert with market interest rates. Management
has established certain limits for the potential volatility of net interest
income, assuming certain levels of change in market interest rates with the
objective of maintaining a stable level of net interest income under various
probable rate scenarios.

LIQUIDITY

     The objective of liquidity management is to ensure the availability of
sufficient resources to meet all financial commitments and to capitalize on
opportunities for business expansion. Liquidity management addresses the ability
to meet deposit withdrawals either on demand or at contractual maturity, to
repay other borrowings as they mature and to make new loans and investments as
opportunities arise.

     The Registrant's sources of liquidity include dividends from its
subsidiaries, borrowings, and funds available through the capital markets.
Dividends from the Registrant's primary subsidiary, North Fork Bank, are limited
by New York State Banking Department regulations to the current year's earnings
plus the prior two years' retained net profits. Pursuant to this regulation,
North Fork Bank had $99.7 million of retained earnings available for dividends
to the Registrant as of April 1, 1998.

     The Registrant's bank subsidiaries have numerous sources of liquidity
including loan and security principal repayments and maturities, lines-of-credit
with other financial institutions, the ability to borrow under repurchase
agreements utilizing their unpledged securities portfolio, the sale of
securities from their available-for-sale portfolio, the securitization of loans
within the portfolio, whole loan sales, and growth in their core deposit base.

    The Banks have the ability, as members of the Federal Home Loan Bank
("FHLB") system, to borrow $1.8 billion on a secured basis, utilizing mortgage
related loans and securities as collateral, for a term ranging from one day to
ten years at both fixed and variable rates. As of March 31, 1998, North Fork had
$1.1 billion in current advances and other outstanding borrowings, of which $60
million in such advances had an original maturity of greater than one year.

     The Registrant and its banking subsidiaries liquidity positions are
monitored daily to ensure the maintenance of an optimum level and efficient use
of available funds. Management believes that the Registrant and its banking
subsidiaries have sufficient liquidity to meet their operating requirements.

     On March 24, 1998, the Board of Directors increased the Registrant's
quarterly dividend to 12.5(cent) per share (on a post-split basis) from 10(cent)
per share. The dividend is payable May 15, 1998 to shareholders of record at the
close of business April 24, 1998.


                                       20
<PAGE>   21
                                   SIGNATURES


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



   Date:  May 15, 1998                          /s/  Daniel M. Healy
                                                --------------------
                                                Daniel M. Healy
                                                Executive Vice President &
                                                Chief Financial Officer


                                       21