<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, 2001


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

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


275 BROADHOLLOW ROAD, MELVILLE, NEW YORK                          11747
(Address of principal executive offices)                        (Zip Code)
</TABLE>

                                 (631) 844-1004
                (Company's telephone number, including area code)


Indicate by check mark whether the Company (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 Company 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>
CLASS OF COMMON STOCK                     NUMBER OF SHARES OUTSTANDING - 5/14/01
---------------------                     --------------------------------------
<S>                                       <C>
   $.01 PAR VALUE                                       161,803,550
</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)  Consolidated Statements of Comprehensive Income.
              6)  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,
"Management's 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 AND USE OF PROCEEDS
         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
         (a) The following exhibits are submitted herewith:

                    Exhibit #                   Description
                    ---------                   -----------
                    (11)        Statement Re: Computation of Per Share Earnings.

              (b)   Current Reports on Form 8-K

                    1)   Current Report on Form 8-K dated February 13, 2001
                         (announcing that the Company signed a definitive
                         agreement in regard to the acquisition of Commercial
                         Bank of New York).

                    2)   Current Report on Form 8-K dated February 13, 2001
                         (announcing that the Company will host a conference
                         call in regard to the acquisition of Commercial Bank of
                         New York).

                    3)   Current Report on Form 8-K dated April 18, 2001
                         (announcing the Company's net income for the quarter
                         ended March 31, 2001).


                                       2
<PAGE>   3
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 MARCH 31,         DECEMBER 31,          MARCH 31,
(in thousands, except per share amounts)                                           2001                2000                2000
                                                                               ------------        ------------        ------------
<S>                                                                            <C>                 <C>                 <C>
ASSETS:
Cash and Due from Banks ................................................       $    288,167        $    292,456        $    221,647
Money Market Investments ...............................................             54,223              17,578              14,405
Securities:
   Available-for-Sale ($1,580,876 and $1,701,463 pledged at
         March 31, 2001 and December 31, 2000, respectively) ...........          3,547,016           3,467,663           3,899,591
   Held-to-Maturity ($589,229 and $722,075 pledged at March 31, 2001
        and December 31, 2000, respectively) ...........................            933,132           1,090,677           1,279,489
                                                                               ------------        ------------        ------------
      Total Securities .................................................          4,480,148           4,558,340           5,179,080
                                                                               ------------        ------------        ------------
Loans ..................................................................          9,672,598           9,409,762           8,886,255
  Less: Unearned Income and Fees .......................................             13,990              15,049              18,107
            Allowance for Loan Losses ..................................             90,941              89,653              87,491
                                                                               ------------        ------------        ------------
                  Net Loans ............................................          9,567,667           9,305,060           8,780,657
                                                                               ------------        ------------        ------------
Intangible Assets ......................................................            342,351             347,019             358,220
Premises and Equipment .................................................             99,321              96,844             102,325
Accrued Income Receivable ..............................................             95,630              96,914              91,154
Other Assets ...........................................................            117,718             126,751             277,394
                                                                               ------------        ------------        ------------
     Total Assets ......................................................       $ 15,045,225        $ 14,840,962        $ 15,024,882
                                                                               ============        ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Demand Deposits ........................................................       $  1,960,613        $  2,025,249        $  1,718,987
Savings Deposits .......................................................          2,882,188           2,858,757           3,036,530
NOW and Money Market Deposits ..........................................          1,564,784           1,370,214           1,144,255
Other Time Deposits ....................................................          2,403,173           2,285,196           2,530,193
Certificates of Deposit, $100,000 and Over .............................            817,979             629,779             604,080
                                                                               ------------        ------------        ------------
     Total Deposits ....................................................          9,628,737           9,169,195           9,034,045
                                                                               ------------        ------------        ------------
Federal Funds Purchased and Securities Sold Under
   Agreements to Repurchase ............................................          2,065,682           2,350,882           2,512,204
Other Borrowings .......................................................          1,552,998           1,653,265           1,744,577
Accrued Expenses and Other Liabilities .................................            258,422             209,363             196,707
                                                                               ------------        ------------        ------------
      Total Liabilities ................................................       $ 13,505,839        $ 13,382,705        $ 13,487,533
                                                                               ------------        ------------        ------------

Capital Securities .....................................................       $    244,345        $    244,339        $    244,320

STOCKHOLDERS' EQUITY:
Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued                 --                  --                  --
Common Stock, par value $0.01; authorized 500,000,000 shares;
    issued 174,580,778 shares at March 31, 2001 ........................              1,746               1,746               1,738
Additional Paid in Capital .............................................            359,300             359,679             350,603
Retained Earnings ......................................................          1,191,728           1,147,375           1,005,146
Accumulated Other Comprehensive Income/(Loss) ..........................             30,889               9,694             (32,921)
Deferred Compensation ..................................................            (30,990)            (32,474)            (27,633)
Treasury Stock, at cost; 12,896,551 shares at March 31, 2001 ...........           (257,632)           (272,102)             (3,904)
                                                                               ------------        ------------        ------------
      Total Stockholders' Equity .......................................          1,295,041           1,213,918           1,293,029
                                                                               ------------        ------------        ------------
      Total Liabilities and Stockholders' Equity .......................       $ 15,045,225        $ 14,840,962        $ 15,024,882
                                                                               ============        ============        ============
</TABLE>

                                        3
<PAGE>   4
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                          THREE MONTHS ENDED
                                                                                                     ------------------------------
                                                                                                     MARCH 31,            MARCH 31,
(in thousands, except per share amounts)                                                               2001                 2000
                                                                                                     ---------            ---------
<S>                                                                                                  <C>                  <C>
INTEREST INCOME:
Loans ...................................................................................            $ 194,549            $ 168,924
Mortgage-Backed Securities ..............................................................               60,455               70,798
Other Securities ........................................................................               12,278                9,707
U.S. Treasury and Government Agency Securities ..........................................                2,326                2,441
State and Municipal Obligations .........................................................                2,070                  919
Money Market Investments ................................................................                  811                1,378
                                                                                                     ---------            ---------
   Total Interest Income ................................................................              272,489              254,167
                                                                                                     ---------            ---------

INTEREST EXPENSE:
Savings, NOW, and Money Market Deposits .................................................               22,138               18,909
Other Time Deposits .....................................................................               31,502               26,454
Certificates of Deposit, $100,000 and Over ..............................................                9,621                7,187
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase ..............               31,403               33,580
Other Borrowings ........................................................................               24,540               28,707
                                                                                                     ---------            ---------
   Total Interest Expense ...............................................................              119,204              114,837
                                                                                                     ---------            ---------
   Net Interest Income ..................................................................              153,285              139,330
Provision for Loan Losses ...............................................................                3,750                9,000
                                                                                                     ---------            ---------
   Net Interest Income after Provision for Loan Losses ..................................              149,535              130,330
                                                                                                     ---------            ---------

NON-INTEREST INCOME:
Customer Related Fees and Service Charges ...............................................               13,018               10,775
Investment Management, Commissions, and Trust Fees ......................................                3,974                4,734
Mortgage Banking Operations .............................................................                  990                  855
Check Cashing Fees ......................................................................                  765                  538
Trading Income ..........................................................................                7,943                   --
Other Operating Income ..................................................................                2,481                2,365
Net Securities Gains/(Losses) ...........................................................                3,872              (19,748)
Net Gain on Sale of Loans ...............................................................                   --                2,303
                                                                                                     ---------            ---------
     Total Non-Interest Income ..........................................................               33,043                1,822
                                                                                                     ---------            ---------

NON-INTEREST EXPENSE:
Employee Compensation and Benefits ......................................................               29,449               28,608
Occupancy and Equipment, net ............................................................               10,236                8,920
Amortization of Intangible Assets .......................................................                5,467                3,318
Capital Securities Costs ................................................................                5,140                4,634
Other Operating Expenses ................................................................               12,550               11,567
Merger Related Restructure Charge .......................................................                   --               50,499
Dime Related Expenses ...................................................................                   --                6,000
                                                                                                     ---------            ---------
    Total Non-Interest Expense ..........................................................               62,842              113,546
                                                                                                     ---------            ---------
Income Before Income Taxes ..............................................................              119,736               18,606
Provision for Income Taxes ..............................................................               41,309               16,695
                                                                                                     ---------            ---------
     Net Income .........................................................................            $  78,427            $   1,911
                                                                                                     =========            =========

PER SHARE:
Earnings Per Share - Basic ..............................................................            $    0.49            $    0.01
Earnings Per Share - Diluted ............................................................            $    0.49            $    0.01
Cash Dividends ..........................................................................            $    0.21            $    0.18

Weighted Average Shares Outstanding - Basic .............................................              159,208              162,316
Weighted Average Shares Outstanding - Diluted ...........................................              160,961              163,381
</TABLE>


                                       4
<PAGE>   5
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
(in thousands)                                                                                        2001                  2000
                                                                                                  -----------           -----------
<S>                                                                                               <C>                   <C>
FOR THE THREE MONTHS ENDED MARCH 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .............................................................................          $    78,427           $     1,911
ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses ..............................................................                3,750                 9,000
Depreciation and Amortization ..........................................................                4,127                 3,651
Amortization of Intangible Assets ......................................................                5,467                 3,318
Amortization of Securities Premiums ....................................................                1,644                 1,469
Accretion of Discounts and Net Deferred Loan Fees ......................................               (7,619)               (4,346)
Securities (Gains)/Losses, net .........................................................               (3,872)               19,748
Gain on Sale of Loans, net .............................................................                   --                (2,303)
Other, net .............................................................................               31,864                (6,351)
                                                                                                  -----------           -----------
    Net Cash Provided by Operating Activities ..........................................              113,788                26,097
                                                                                                  -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Securities Held-to-Maturity ...............................................               (1,900)               (3,383)
Maturities, Redemptions, Calls, and Principal Repayments on
    Securities Held-to-Maturity ........................................................               54,244                75,079
Purchases of Securities Available-for-Sale .............................................             (183,823)             (208,380)
Proceeds from Sales of Securities Available-for-Sale ...................................               48,743             1,103,509
Maturities, Redemptions, Calls, and Principal Repayments on
    Securities Available-for-Sale ......................................................              212,428               108,625
Loans Originated, net of principal repayments and charge-offs ..........................             (267,961)             (245,118)
Proceeds from the Sale of Loans ........................................................                5,358               118,060
Transfers to Other Real Estate, net of sales ...........................................                  (18)                   39
Purchases of Premises and Equipment, net ...............................................               (5,245)               (5,937)
Purchase Acquisition, net of cash acquired .............................................                   --                36,858
                                                                                                  -----------           -----------
    Net Cash (Used in)/Provided by Investing Activities ................................             (138,174)              979,352
                                                                                                  -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase/(Decrease) in Customer Deposit Liabilities ................................              459,542              (109,097)
Net Decrease in Borrowings .............................................................             (385,467)           (1,026,423)
Purchase of Treasury Stock .............................................................               (4,996)              (10,216)
Exercise of Options and Common Stock Sold for Cash .....................................               16,732                   975
Cash Dividends Paid ....................................................................              (29,069)              (27,837)
                                                                                                  -----------           -----------
    Net Cash Provided by/(Used in) Financing Activities ................................               56,742            (1,172,598)
                                                                                                  -----------           -----------
    Net Increase/(Decrease) in Cash and Cash Equivalents ...............................               32,356              (167,149)
Cash and Cash Equivalents at Beginning of the Period ...................................              310,034               403,201
                                                                                                  -----------           -----------
Cash and Cash Equivalents at End of the Period .........................................          $   342,390           $   236,052
                                                                                                  ===========           ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash Paid During the Period for:
    Interest Expense ...................................................................          $   112,141           $   111,090
                                                                                                  ===========           ===========
    Income Taxes .......................................................................               27,698                 1,065
                                                                                                  ===========           ===========
Securities Transferred from Held-to-Maturity to Available-for-Sale
    in Accordance with SFAS No. 133 ....................................................              119,578                    --
                                                                                                  ===========           ===========
During the Period the Company Purchased Various Securities which
    Settled in the Subsequent Period ...................................................                6,249                14,851
                                                                                                  ===========           ===========
In February 2000, the Company acquired all of the outstanding common
stock of Reliance Bancorp, Inc.  Each share of Reliance's common stock
was exchanged for 2.0 shares of the Company's common stock.
Non-cash activity related to the Reliance acquisition not reflected above for
the period ended March 31, 2000 is as follows:
    Fair Value of Assets Acquired ......................................................                                $ 2,340,970
    Intangible Assets ..................................................................                                    285,693
    Common Stock Issued ................................................................                                   (332,947)
                                                                                                                        -----------
    Liabilities Assumed ................................................................                                $ 2,293,716
                                                                                                                        ===========
</TABLE>


                                       5
<PAGE>   6
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Additional                                Other
(in thousands, except per share amounts)               Common             Paid in            Retained           Comprehensive
                                                       Stock              Capital            Earnings           Income/(Loss)
                                                    -----------         -----------         -----------         -----------
<S>                                                 <C>                 <C>                 <C>                 <C>
BALANCE, DECEMBER 31, 1999 .................        $     1,931         $   560,979         $ 1,026,546         ($   37,818)
Net Income .................................                 --                  --               1,911                  --
Cash Dividends ($.18 per share) ............                 --                  --             (31,246)                 --
Cash Dividends-Acquired Company ............                 --                  --              (4,718)                 --
Issuance of Stock-Reliance Acquisition
  (17,120,638 shares) ......................                 --             (38,989)                 --                  --
Fair Value of Options-Reliance Acquisition .                 --              14,075                  --                  --
Issuance of Stock (59,205 shares) ..........                  1                 920                  --                  --
JSB Common Stock Retired (19,687,149 shares)               (197)           (184,871)             13,539                  --
Purchases of Treasury Stock (636,200 shares)                 --                  --                  --                  --
Restricted Stock Activity, net .............                 --                 (17)                 --                  --
Stock Based Compensation Activity, net .....                  3              (1,494)               (886)                 --
Accumulated Other Comprehensive Income .....                 --                  --                  --               4,897
                                                    -----------         -----------         -----------         -----------
BALANCE, MARCH 31, 2000 ....................        $     1,738         $   350,603         $ 1,005,146         ($   32,921)
                                                    ===========         ===========         ===========         ===========

BALANCE, DECEMBER 31, 2000 .................        $     1,746         $   359,679         $ 1,147,375         $     9,694
Net Income .................................                 --                  --              78,427                  --
Cash Dividends ($.21 per share) ............                 --                  --             (34,074)                 --
Issuance of Stock (43,007 shares) ..........                 --                 244                  --                  --
Purchases of Treasury Stock (200,000 shares)                 --                  --                  --                  --
Restricted Stock Activity, net .............                 --                  16                  --                  --
Stock Based Compensation Activity, net .....                 --                (639)                 --                  --
Accumulated Other Comprehensive Income .....                 --                  --                  --              21,195
                                                    -----------         -----------         -----------         -----------
BALANCE, MARCH 31, 2001 ....................        $     1,746         $   359,300         $ 1,191,728         $    30,889
                                                    ===========         ===========         ===========         ===========
</TABLE>

<TABLE>
<CAPTION>

(in thousands, except per share amounts)                    Deferred             Treasury
                                                          Compensation            Stock               Total
                                                           -----------         -----------         -----------
<S>                                                        <C>                 <C>                 <C>
BALANCE, DECEMBER 31, 1999 .................               ($   28,007)        ($  524,533)        $   999,098
Net Income .................................                        --                  --               1,911
Cash Dividends ($.18 per share) ............                        --                  --             (31,246)
Cash Dividends-Acquired Company ............                        --                  --              (4,718)
Issuance of Stock-Reliance Acquisition
  (17,120,638 shares) ......................                        --             357,861             318,872
Fair Value of Options-Reliance Acquisition .                        --                  --              14,075
Issuance of Stock (59,205 shares) ..........                        --                  54                 975
JSB Common Stock Retired (19,687,149 shares)                        --             171,529                  --
Purchases of Treasury Stock (636,200 shares)                        --             (10,216)            (10,216)
Restricted Stock Activity, net .............                       374                 (75)                282
Stock Based Compensation Activity, net .....                        --               1,476                (901)
Accumulated Other Comprehensive Income .....                        --                  --               4,897
                                                           -----------         -----------         -----------
BALANCE, MARCH 31, 2000 ....................               ($   27,633)            ($3,904)         $1,293,029
                                                           ===========         ===========         ===========

BALANCE, DECEMBER 31, 2000 .................               ($   32,474)        ($  272,102)        $ 1,213,918
Net Income .................................                        --                  --              78,427
Cash Dividends ($.21 per share) ............                        --                  --             (34,074)
Issuance of Stock (43,007 shares) ..........                        --                 851               1,095
Purchases of Treasury Stock (200,000 shares)                        --              (4,996)             (4,996)
Restricted Stock Activity, net .............                     1,484                (424)              1,076
Stock Based Compensation Activity, net .....                        --              19,039              18,400
Accumulated Other Comprehensive Income .....                        --                  --              21,195
                                                           -----------         -----------         -----------
BALANCE, MARCH 31, 2001 ....................               ($   30,990)        ($  257,632)        $ 1,295,041
                                                           ===========         ===========         ===========
</TABLE>


                                       6
<PAGE>   7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

<TABLE>
<CAPTION>
(in thousands)                                                             THREE MONTHS ENDED
                                                                      -----------------------------
                                                                      MARCH 31,            March 31,
                                                                        2001                 2000
                                                                      --------             --------
<S>                                                                   <C>                  <C>
Net Income ...............................................            $ 78,427             $  1,911
Other Comprehensive Income, net of taxes:
    Cash Flow Hedges:
        Net Derivative Losses(1) .........................              (2,358)                  --
        Reclassification Adjustment - Net Derivative
          Gains(1) .......................................               1,232                   --
    Securities Available-for-Sale:
        Unrealized Gains/(Losses) ........................              24,857               (7,939)
        Less: Reclassification of Realized (Gains)/Losses               (2,536)              12,836
                                                                      --------             --------
Other Comprehensive Income ...............................              21,195                4,897
                                                                      --------             --------
Comprehensive Income .....................................            $ 99,622             $  6,808
                                                                      ========             ========
</TABLE>

----------------
(1) See Asset/Liability Management section of this document for
    further discussion.


                                       7
<PAGE>   8
                        NORTH FORK BANCORPORATION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                             MARCH 31, 2001 AND 2000

FORWARD LOOKING STATEMENTS

         This document and other documents filed with the Securities and
Exchange Commission ("SEC") have forward-looking statements. In addition, senior
management may make forward-looking statements orally to analysts, investors,
the media, and others. Forward-looking statements might include one or more of
the following:

         -    Projections of revenues, income, earnings per share, capital
              expenditures, dividends, capital structure, or other financial
              items;
         -    Descriptions of plans or objectives of management for future
              operations, products, or services, including pending acquisition
              transactions;
         -    Forecasts of future economic performance; and
         -    Descriptions of assumptions underlying or relating to any of the
              foregoing.

         Forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts. They often include words
such as "believe", "expect", "anticipate", "intend", "plan", "estimate", or
words of similar meaning, or future or conditional verbs such as "will",
"would", "should", "could", or "may".

         Forward-looking statements present the Company's expectations or
predictions of future conditions, events or results. They are not guarantees of
future performance. By their nature, forward-looking statements are subject to
risks and uncertainties. There are a number of factors, many of which are beyond
the Company's control, that could cause actual conditions, events, or results to
differ significantly from those described in the forward-looking statements.

         Factors that may cause or contribute to such differences include, among
others, the following possibilities: (1) changes in general business and
economic conditions on both a regional and national level; (2) increased
competition in terms of the products and services the Company offers and the
markets in which the Company conducts its business; (3) changes in the interest
rate environment, which may impact interest margins; and (4) accounting, tax,
legislative, regulatory, and technological changes may also affect the business
in which the Company is engaged.

         Forward-looking statements speak only as of the date they are made. The
Company does not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements
are made.

BASIS OF PRESENTATION

         North Fork Bancorporation, Inc. (the "Company") is a $15.0 billion
multi-bank holding company headquartered in Melville, New York. The Company's
primary bank subsidiary, North Fork Bank ("North Fork"), operates through 149
full-service retail-banking facilities located in the New York metropolitan
area, one of the most densely populated and wealthiest markets in the nation.
North Fork focuses on providing superior customer service to both personal and
commercial clients by offering the convenience of electronic banking as well as
an array of financial products and brokerage/investment management services
through its non-bank subsidiaries, Compass Investment Services Corp. ("Compass")
and Amivest Corporation ("Amivest"). The Company's other bank subsidiary,
Superior Savings of New England, N.A. ("Superior"), a nationally chartered bank
headquartered in the Connecticut county of New Haven, operates from two
locations, where it currently conducts an electronic banking operation focused
on gathering deposits throughout the northeast.

         The accounting and reporting policies 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,
income and expenses, and disclosure of contingent assets and liabilities at the
date of the financial statements. 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 month period ended March 31, 2001
are not necessarily indicative of the results of operations which may be
expected for the full year 2001 or any other interim periods.

         These statements should be read in conjunction with the Company's 2000
Annual Report on Form 10-K, which is incorporated herein by reference.


                                       8
<PAGE>   9
RECENT ACCOUNTING DEVELOPMENTS

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), as amended. SFAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. The
statement requires that all derivative instruments be recorded on the balance
sheet at fair value. However, the accounting for changes in fair value of the
derivative instrument depends on whether the derivative instrument qualifies as
a hedge. If the derivative instrument qualifies as a hedge, the accounting
treatment varies based on the type of risk being hedged. If the derivative
instrument does not qualify as a hedge, changes in fair value are reported in
earnings when they occur. Under SFAS 133, an entity that elects to apply hedge
accounting is required to establish, at the inception of the hedge, the method
it will use for assessing the effectiveness of the hedging derivative and the
measurement approach for determining the ineffective aspect of the hedge. Those
methods must be consistent with the entity's approach to managing risk.
SFAS 133 did not have a material impact on the consolidated financial statements
during the first quarter of 2001. However, future volatility of earnings and
other comprehensive income may result due to management's use of derivatives in
connection with potential hedging strategies, market values of derivatives and
the hedged items, and future guidance issued by FASB with regards to the
implementation of SFAS 133. See Asset Liability Management section of this
document for additional disclosure.

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
OF LIABILITIES

         In September 2000, Statement of Financial Accounting Standards No. 140
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities" ("SFAS 140"), a replacement of Statement No. 125, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities", ("SFAS 125") was issued. SFAS 140 revised the standards of
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but it carries over most of SFAS
133 provisions without reconsideration. SFAS 140 provides accounting and
reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities based on consistent application of a financial
components approach that focuses on control. Under this approach, after a
transfer of financial assets, an entity recognizes the financial and servicing
assets it controls and the liabilities it has incurred, derecognizes the
financial assets when control has been surrendered, and derecognizes liabilities
when extinguished. This statement provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. SFAS 140 is effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after March 31,
2001. SFAS 140 was effective for recognition and reclassification of collateral
and for disclosures relating to securitization transactions and collateral for
fiscal years ending after December 15, 2000. Management does not believe that
adoption of the remainder of SFAS 140 will have a material impact on the
Company's financial condition or results of operations.


                                       9
<PAGE>   10
MANAGEMENT'S DISCUSSION AND ANALYSIS

PROPOSED BUSINESS COMBINATION

     Commercial Bank of New York

         On February 13, 2001, the Company entered into an Agreement and Plan of
    Reorganization with Commercial Bank of New York ("CBNY"), whereby it would
    acquire CBNY for approximately $175 million in cash. The transaction will be
    treated as a purchase for financial reporting purposes and is expected to
    close in the third quarter of 2001. The Company's operating results in 2001
    are not expected to be materially affected by the acquisition. At December
    31, 2000, CBNY had $1.5 billion in total assets, $.5 billion in loans, $1.3
    billion in deposit liabilities, and $101 million in capital. CBNY operates
    from 14 retail banking facilities, including 11 in the New York City borough
    of Manhattan.

OVERVIEW

         The Company reported net income of $78.4 million, or diluted earnings
per share of $.49, for the quarter ended March 31, 2001, as compared with net
income of $1.9 million, or diluted earnings per share of $.01 for the quarter of
2000. The returns on average total assets and average stockholders' equity for
the most recent quarter were 2.13% and 24.60%, respectively. The 2000 operating
results included, for the first time, the operating results of JSB Financial
Inc. ("JSB") and Reliance Bancorp, Inc. ("Reliance"). Both transactions were
closed in February 2000 with JSB accounted for in accordance with the
pooling-of-interest method of accounting and Reliance accounted for as a
purchase.

         Net income and diluted earnings per share for the 2000 quarter were
negatively impacted by the recognition of merger related and restructuring costs
and other special items associated with the JSB merger, aggregating $62.6
million, net of taxes. Adjusted net income for the period was $64.5 million, or
adjusted diluted earnings per share of $.40. Adjusted returns on average total
assets and return on average equity were 1.83% and 21.89%, respectively.

         On March 27, 2001, the Board of Directors declared a 17% increase to
the Company's regular quarterly cash dividend from $.18 per common share to $.21
per common share. The dividend is payable May 15, 2001 to shareholders of record
at the close of business April 27, 2001.

NET INTEREST INCOME

         Net interest income, which represents the difference between interest
earned on interest earning assets and interest incurred on interest bearing
liabilities, is the primary source of earnings. Net interest income is affected
by the level and composition of assets, liabilities, and equity, as well as
changes in market interest rates.

         Net interest income for the quarter ended March 31, 2001 increased
$14.0 million, or 10.02%, to $153.3 million, when compared to $139.3 million in
the comparable prior year period. The net interest margin for the most recent
quarter improved by 34 basis points to 4.58% from 4.24% for the three months
ended March 31, 2000. The 2000 operating results were impacted by the February
18, 2000 purchase of Reliance. At the date of acquisition, Reliance had $1.3
billion in securities, $.9 billion in net loans, $1.5 billion in deposit
liabilities, and $.7 billion in borrowings. The improvement in both net interest
income and the net interest margin resulted from management's successful
execution of its strategy to change the mix of its interest earning assets and
reduce overall funding costs by growing core deposits.

         Interest income for the quarter ended March 31, 2001 increased $18.3
million, or 7.2% to $272.5 million, when compared to $254.2 million in the 2000
comparable period. The yield on average interest earning assets improved 38
basis points to 8.03%, when compared to 7.65% for the March 31, 2000 quarter.

         Average loans for the first quarter of 2001 increased $1.1 billion, or
13.1%, to $9.5 billion, when compared to March 31, 2000. The yield on average
loans improved 22 basis points to 8.30% for the first quarter of 2001. Each
segment of the loan portfolio showed measurable growth, with commercial loans
representing the largest component. The growth in higher yielding commercial
loans and commercial mortgages combined with higher interest rates during 2000
contributed to improved loan yields. Average loans represent 68.0% of average
interest earning assets, as compared to, 62.2% in the comparable prior year
period, reflecting management's decision to fund a portion of loan growth from
the securities portfolios cash flows. Recent reductions in both short-term
interest rates and the prime rate of interest should continue to have a
favorable impact on loan growth, while having a modest impact on lowering loan
yields for the remainder of 2001.

         Average securities declined $.6 billion, or 12.4%, to $4.4 billion in
the first quarter of 2001, and the yield improved 60 basis points to 7.49%, when
compared to the first quarter of 2000. Factors contributing to the improvement
in yield and the decline in average securities were the addition of $1.3 billion
in Reliance securities at a book yield of 7.85%, the sale of $1.1 billion in
lower yielding securities during the 2000 first quarter, and the reinvestment of
a portion of the securities portfolio cash flow at higher market interest rates
throughout 2000.


                                       10
<PAGE>   11
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

NET INTEREST INCOME (CONTINUED)

         Interest expense increased $4.4 million, to $119.2 million during the
first quarter of 2001, when compared to $114.8 million in 2000. This was
attributable to a modest increase in average interest bearing liabilities to
$11.2 billion and an eight basis point increase in cost of funds to 4.30%

         Average savings, NOW, and money market deposits, which represent a
stable funding source, increased $395.0 million to $4.3 billion with a cost of
funds of 2.11% for the 2001 first quarter from $3.9 billion, costing 1.97% for
2000. Average demand deposits increased $266.8 million, or 16.3%, to $1.9
billion during the first quarter 2001. Core deposit growth and the corresponding
increase in cost of funds resulted primarily from the expanded presence in the
Manhattan marketplace, an emphasis on developing deposit relationships with
borrowers and introducing new products and services to meet the commercial
customer needs. In addition, the use of incentive compensation plans and the
conversion of previously acquired savings bank locations into full-service
commercial banking branches positively impacted this growth. At March 31, 2001,
demand deposits represented 20.4% of total deposits, as compared to 19.0% at
March 31, 2000.

         Average time deposits increased $250.4 million to $3.1 billion at a
cost of funds of 5.45% during 2001 from $2.8 billion costing 4.82% during 2000.
The increase in cost of funds resulted from higher market interest rates
throughout 2000. The precipitous decline in market interest rates during 2001
will have a favorable impact on these costs.

         Average borrowings declined $343.8 million, or 8.1%, to $3.9 billion,
while costs declined nine basis points to 5.77%. The decline in average
borrowings resulted from management's decision to reduce the level of wholesale
borrowings through the sale of $1.1 billion in lower yielding securities.
Partially offsetting the decline in borrowings was the utilization of
approximately $285 million to fund the share repurchase program.

         The decisions made in 2000 to maintain a higher relative level of
short-term borrowings had a positive impact on the first quarter net interest
margin as many of these instruments reset at the lower market interest rates.
The effects of these factors will continue to have an impact on 2001 results as
market rates continued to decline and the rates on the borrowings reset
downward. Management has also initiated steps to extend the maturities on a
portion of these borrowings to provide protection against the eventual reversal
of this interest rate trend.

         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. Because of the numerous simultaneous volume and
rate changes during the periods analyzed, it is not possible to precisely
allocate changes to volume or rate. 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.

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                            2001 VS. 2000
                                                         --------------------------------------------------
                                                                                 CHANGE IN
                                                          AVERAGE             AVERAGE            NET INTEREST
 (in thousands)                                           VOLUME                RATE                INCOME
                                                         --------             --------             --------
<S>                                                      <C>                  <C>                  <C>
INTEREST INCOME FROM EARNING ASSETS:
Securities ..................................            ($11,149)            $  6,377             ($ 4,772)
Loans, net (2) ..............................              21,242                4,368               25,610
Money Market Investments ....................                (179)                (674)                (853)
                                                         --------             --------             --------
   Total Interest Income ....................               9,914               10,071               19,985
                                                         --------             --------             --------

INTEREST EXPENSE ON LIABILITIES:
Savings, NOW, and Money Market Deposits .....               1,906                1,323                3,229
Time Deposits ...............................               3,136                4,346                7,482
Federal Funds Purchased and Securities Sold..
  Under Agreements to Repurchase ............              (2,127)                 (50)              (2,177)
Other Borrowings ............................              (3,477)                (690)              (4,167)
                                                         --------             --------             --------
   Total Interest Expense ...................                (562)               4,929                4,367
                                                         --------             --------             --------
Net Change in Net Interest Income ...........            $ 10,476             $  5,142             $ 15,618
                                                         ========             ========             ========
</TABLE>

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


                                       11
<PAGE>   12
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

NET INTEREST INCOME (CONTINUED)

     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, 2001 and 2000, respectively.

<TABLE>
<CAPTION>
                                                                          2001                              2000
                                                           ----------------------------------------------------------------
                                                            AVERAGE                AVERAGE      AVERAGE               AVERAGE
 (dollars in thousands )                                    BALANCE     INTEREST     RATE       BALANCE   INTEREST     RATE
                                                           ----------    -------     ----     ----------   -------     ----
<S>                                                       <C>            <C>         <C>     <C>           <C>         <C>
INTEREST EARNING ASSETS:
Securities.............................................    $4,425,861    $81,760     7.49%    $5,051,450   $86,532     6.89%
Loans, net (1).........................................     9,517,921    194,769     8.30%     8,418,174   169,159     8.08%
Money Market Investments...............................        60,154        874     5.89%        67,677     1,727    10.26%
                                                          ----------------------              --------------------
  Total Interest Earning Assets........................    14,003,936    277,403     8.03%    13,537,301   257,418     7.65%
                                                          ----------------------              --------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks................................       259,852                            223,073
Other Assets (2).......................................       642,792                            387,071
                                                          -----------                        -----------
  Total Assets.........................................   $14,906,580                        $14,147,445
                                                          ===========                        ===========

INTEREST BEARING LIABILITIES:
Savings, NOW, and Money Market Deposits................    $4,257,176    $22,138     2.11%    $3,862,176   $18,909     1.97%
Time Deposits..........................................     3,058,514     41,123     5.45%     2,808,133    33,641     4.82%
                                                          ----------------------              --------------------
  Total Savings and Time Deposits......................     7,315,690     63,261     3.51%     6,670,309    52,550     3.17%
Federal Funds Purchased and Securities Sold
  Under Agreements to Repurchase.......................     2,221,301     31,403     5.73%     2,352,290    33,580     5.74%
Other Borrowings.......................................     1,707,473     24,540     5.83%     1,920,311    28,707     6.01%
                                                          ----------------------              --------------------
  Total Borrowings.....................................     3,928,774     55,943     5.77%     4,272,601    62,287     5.86%
                                                          ----------------------              --------------------
    Total Interest Bearing Liabilities.................    11,244,464    119,204     4.30%    10,942,910   114,837     4.22%
                                                          ----------------------              --------------------
Rate Spread............................................                              3.73%                             3.43%

NON-INTEREST BEARING LIABILITIES
Demand Deposits........................................     1,905,618                          1,638,783
Other Liabilities......................................       197,012                            203,025
                                                          -----------                        -----------
 Total Liabilities.....................................    13,347,094                         12,784,718
Capital Securities.....................................       244,342                            221,008
 Stockholders' Equity..................................     1,315,144                          1,141,719
                                                          -----------                        -----------
  Total Liabilities and Stockholders' Equity...........   $14,906,580                        $14,147,445
                                                          ===========                        ===========
Net Interest Income and Net Interest Margin (3)........                  158,199     4.58%                 142,581     4.24%
Less: Tax Equivalent Adjustment........................                  (4,914)                           (3,251)
                                                                        --------                          --------
     Net Interest Income...............................                 $153,285                          $139,330
                                                                        ========                          ========
</TABLE>

(1)  For purposes of these computations, non-accrual loans are included in
     average loans.
(2)  For purposes of these computations, unrealized gains/(losses) on
     available-for-sale securities are recorded in other assets.
(3)  Interest income on a tax equivalent basis includes the additional amount of
     income that would have been earned if investment in tax exempt money market
     investments and securities, state and municipal obligations, non-taxable
     loans, public equity and debt securities, and U.S. Treasuries had been made
     in securities and loans subject to Federal, State, and Local income taxes
     yielding the same after tax income. The tax equivalent amount for $1.00 of
     those aforementioned categories was $1.77, $1.60, $1.55, $1.23, and $1.03
     during 2001; and 1.74, $1.43, $1.55, $1.43, and $1.03 during 2000.


                                       12
<PAGE>   13
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

NON-INTEREST INCOME

         Non-interest income, exclusive of net securities gains and losses, and
other non-recurring items, increased $2.0 million, or 10.2%, to $21.2 million,
when compared to $19.2 million in 2000. The improvement was achieved through a
$2.2 million, or 20.8%, increase in customer related fees and service charges to
$13.0 million. This increase resulted from the growth in core deposits, the
introduction of new fee based services and products, changes to fee schedules,
and the implementation of the Company's fee schedules on the former JSB and
Reliance customer base. Check cashing fees of $.8 million were generated during
the most recent quarter through CBMC, Inc. (d/b/a "Money Centers") acquired in
the Reliance transaction, as compared with $.5 million in the comparable prior
year period. CBMC, Inc. operates through six locations in Manhattan. Partially
offsetting this improvement was a $.8 million decline in investment management,
commissions, and trust fees to $4.0 million. The decline in investment
management, commissions, and trust fees was attributable to the recent
volatility in the stock market, resulting in declines in mutual fund and annuity
sales activity.

         Net securities gains recognized during 2001 were $3.9 million, as
compared to net securities losses of $19.7 million during 2000. Net securities
gains recognized during 2001 resulted from the sale of equity positions in
certain publicly traded companies. Net securities losses during 2000 resulted
from the previously mentioned sale of $1.1 billion or lower yielding
available-for-sale securities.

         During 2001, non-recurring trading gains of $7.9 million were
recognized from the sale of $1.0 billion in interest rate floors. These floors
were originally purchased in 2000 to mitigate the exposure to declines in
interest rates. These floors did not meet the hedging criteria of SFAS 133 and
thereby were required to be recorded at fair value on the date of adoption. On
January 1, 2001 they had an unrealized gain of $4.2 million (or $2.8 million net
of taxes). During the first quarter of 2000, the Company recognized a net gain
of $2.3 million on the sale of approximately $238 million in loans.

NON-INTEREST EXPENSE

         Non-interest expense increased $5.8 million, or 10.2%, to $62.8 million
during the most recent quarter, as compared to $57.0 million in the first
quarter of 2000, when adjusted for the merger related restructure charge
associated with the JSB transactions of $50.5 million and expenses incurred in
connection with the proposed acquisition of Dime Bancorp, Inc. of $6.0 million.
This resulted from increases of $2.1 million in amortization of intangible
assets, $1.3 million in occupancy and equipment costs, $1.0 million in other
operating expenses, $.8 million in employee compensation and benefits, and $.5
million in capital securities costs. The increase in the amortization of
intangible assets is due to $285.7 million in goodwill recorded in connection
with the Reliance purchase. Occupancy and equipment costs and other operating
expenses increased due to the Reliance purchase and the expansion in Manhattan.
Increases in employee compensation and benefits expense is due to the Reliance
purchase and increases in incentive compensation directly linked to the growth
in deposits and related fee income, annual merit increases, increased costs
associated with employee benefits, and costs associated with the expansion in
the Manhattan market. The increase in capital securities costs resulted from the
assumption of $45 million in capital securities previously issued by Reliance.

         The Company'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 and other non-recurring income, was
34.98% in the 2001 first quarter, as compared with 35.23% for the comparable
prior year period. The core efficiency ratio demonstrates management's ability
to maintain a disciplined approach to monitoring its operating structure,
controlling related costs, and continuing to grow revenue.

INCOME TAXES

         The effective tax rate for the three months ended March 31, 2001 was
34.5%, as compared to 35%, exclusive of the merger and related restructuring
charge, for the first quarter of 2000. Management anticipates that the effective
tax rate for the remainder of 2001 will be approximately 34.5%.


                                       13
<PAGE>   14
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

LOAN PORTFOLIO

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

<TABLE>
<CAPTION>
                                               MARCH 31,           % OF    DECEMBER 31,          % OF     MARCH 31,            % OF
(dollars in thousands)                           2001              TOTAL       2000              TOTAL       2000              TOTAL
                                              ----------            ---     ----------            ---     ----------            ---
<S>                                           <C>                  <C>     <C>                   <C>      <C>                  <C>
Mortgage Loans-Multi-Family ..............    $3,327,612             34%    $3,316,894             35%    $3,278,708             37%
Mortgage Loans-Residential ...............     2,672,568             28%     2,634,030             28%     2,631,114             30%
Mortgage Loans-Commercial ................     1,576,457             16%     1,503,795             16%     1,421,170             16%
Commercial Loans .........................     1,132,704             12%     1,035,071             11%       792,067              9%
Consumer Loans ...........................       812,058              8%       778,218              8%       661,703              7%
Construction and Land Loans ..............       151,199              2%       141,754              2%       101,493              1%
                                              ----------            ---     ----------            ---     ----------            ---
                                              $9,672,598            100%    $9,409,762            100%    $8,886,255            100%
Less:  Unearned Income and Fees ..........        13,990                        15,049                        18,107
                                              ----------                    ----------                    ----------
Loans, net ...............................    $9,658,608                    $9,394,713                    $8,868,148
                                              ==========                    ==========                    ==========
</TABLE>

         The loan portfolio is primarily secured by real estate in the New York
metropolitan area. The risk inherent in the portfolio is dependent on both
regional and general economic stability, which affects property values, and the
financial well being and creditworthiness of the borrowers.

         To minimize the credit risk related to the portfolio's real estate
concentration, management utilizes prudent underwriting standards and
diversifies the type and locations of loans. Multi-family mortgage loans
generally are for $1-5 million and are secured by properties located in the New
York metropolitan area. The multi-family business includes loans on various
types and geographically diverse apartment complexes. These mortgages are
dependent largely on sufficient income to cover operating expenses and may be
affected by government regulation, such as rent control regulations, which could
impact the future cash flows of the property. Since most multi-family mortgages
do not fully amortize, the principal outstanding is not significantly reduced
prior to contractual maturity. The residential mortgage portfolio is comprised
primarily of first mortgage loans on owner occupied 1-4 family residences
located in the Company's market area. The commercial mortgage portfolio contains
loans secured by professional office buildings, retail stores, shopping centers
and industrial developments. Commercial loans consist primarily of loans to
small and medium size businesses, as well as lease finance lending. The
commercial mortgage and commercial loan portfolios do not contain syndicated
loans. Consumer loans are primarily issued to finance new and used automobiles
and are originated through an expanded dealer network. The credit risk in auto
lending is dependent on the creditworthiness of the borrower and the value of
the collateral. The consumer loan portfolio does not contain higher risk credit
card and sub-prime loans. Land loans are used to finance the acquisition of
vacant land for future residential and commercial development. Construction
loans finance the construction of industrial and residential developments. The
construction and land development portfolios do not contain any AD&C loans.

         Real estate underwriting standards include various limits on the
loan-to-value ratios based on the type of property, and management considers,
among other things, the creditworthiness of the borrower, the location of the
real estate, the condition and value of the security property, the quality of
the organization managing the property, and the viability of the project
including occupancy rates, tenants and lease terms. Additionally, underwriting
standards require appraisals and periodic inspections of the properties as well
as ongoing monitoring of operating results.

ASSET QUALITY

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

<TABLE>
<CAPTION>
                                                                                       MARCH 31,     DECEMBER 31,   MARCH 31,
(in thousands)                                                                           2001            2000         2000
                                                                                        -------         -------      -------
<S>                                                                                    <C>           <C>            <C>
Loans Ninety Days Past Due and Still Accruing....................................        $7,502          $5,777       $5,443
Non-Accrual Loans................................................................         8,234           9,144        7,669
                                                                                        -------         -------      -------
Non-Performing Loans.............................................................        15,736          14,921       13,112
Other Real Estate................................................................           517             499        1,081
                                                                                        -------         -------      -------
Non-Performing Assets............................................................       $16,253         $15,420      $14,193
                                                                                        =======         =======      =======

Allowance for Loan Losses to Non-Performing Loans................................          578%            601%         667%
Allowance for Loan Losses to Total Loans, net....................................         0.94%           0.95%        0.99%
Non-Performing Loans to Total Loans, net.........................................         0.16%           0.16%        0.15%
Non-Performing Assets to Total Assets............................................         0.11%           0.10%        0.09%
</TABLE>


                                       14
<PAGE>   15
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

ASSET QUALITY (CONTINUED)

         At March 31, 2001, non-performing assets increased modestly to $16.3
million, when compared to $15.4 million at December 31, 2000 and $14.2 million
at March 31, 2000. As depicted in the table above, the Company's level of
non-performing loans to total loans has remained constant as the loan portfolio
continues to grow, while reserve coverage ratios remain strong. The modest level
of non-performing assets over the past several years is a result of the
effectiveness of the Company's loan administration and workout procedures, as
well as a strong local economy. Non-performing loans at March 31, 2001 consisted
of $5.1 million in consumer loans, $5.0 million in residential mortgages, $2.2
million in commercial mortgages, and $3.4 million in commercial loans. No
assurance can be given as to the future level of non-performing assets, since
the economic environment, interest rates, and other internal and external
factors will influence these levels.

ALLOWANCE FOR LOAN LOSSES

         The provision for loan losses declined to $3.8 million, as compared to
$9.0 million for the comparable prior year period. Reflected in the prior year
period was a special provision of approximately $6.8 million. The additional
provision during 2000 was recognized to conform the provisioning policies of JSB
and Reliance to those of the Company and to restore the Company's post-merger
reserve coverage ratios to approximate pre-merger levels.

         The determination of the adequacy of the allowance for loan losses and
the periodic provisioning for estimated losses included in the consolidated
financial statements is the responsibility of management. The evaluation process
is undertaken on a quarterly basis but may increase in frequency should
conditions arise that would require management's prompt attention. Conditions
giving rise to such action are business combinations, opportunities to dispose
of non-performing and marginally performing loans by bulk sale or any
development, which may indicate an adverse trend.

         During the last several years, several mergers and acquisitions of
commercial banks and thrift companies were completed. Generally, in these
transactions, the merged entity's loan underwriting standards were less
restrictive than the Company's, thereby increasing the level of risk in the
portfolio.

         The methodology employed for assessing the appropriateness of the
allowance consists of the following criteria:

         -   The establishment of reserve amounts for all specifically
             identified criticized loans, including those arising from business
             combinations and those that have been designated as requiring
             attention by management's internal loan review program, bank
             regulatory examinations or the Company's external auditors.
         -   An average one-year loss factor is applied to smaller balance
             homogenous types of loans not subject to specific review. These
             loans include residential 1-4 family properties and consumer loans.
         -   An allocation to the remaining loans giving effect to historical
             loss experience over several years and linked to cyclical trends.

         Recognition is also given to the changed risk profile brought about
from previous business combinations, customer knowledge, the results of the
ongoing credit-quality monitoring processes and the cyclical nature of economic
and business conditions. An important consideration in applying these
methodologies is the concentration of real estate related loans located in the
New York metropolitan area.

         Since many of the loans depend upon the sufficiency of collateral, any
adverse trend in the real estate markets could seriously affect underlying
values available to protect the Company from loss. This condition existed in the
early 1990's when the Company experienced sizable real estate loan losses.

         Other evidence used to support the amount of the allowance and its
           components is as follows:

         -   Regulatory examinations
         -   The amount and trend of criticized loans
         -   Actual losses
         -   Peer comparisons with other financial institutions
         -   Economic data associated with the real estate market in the
             Company's market area
         -   Opportunities to dispose of marginally performing loans for cash
             consideration

         Based upon the process employed and giving recognition to all attendant
factors associated with the loan portfolio, management considers the allowance
for loan losses to be adequate at March 31, 2001.


                                       15
<PAGE>   16
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

ALLOWANCE FOR LOAN LOSSES (CONTINUED)

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

<TABLE>
<CAPTION>
(dollars in thousands)                                                                                  2001         2000
                                                                                                       -------      -------
<S>                                                                                                    <C>          <C>
Balance at Beginning of Year....................................................................       $89,653      $74,525
Provision for Loan Losses.......................................................................         3,750        9,000
Recoveries Credited to the Allowance............................................................         1,588        1,644
                                                                                                       -------      -------
                                                                                                        94,991       85,169
Losses Charged to the Allowance.................................................................       (4,050)      (6,747)
Additional Allowance Acquired in the Reliance Acquisition.......................................             -        9,069
                                                                                                       -------      -------
Balance at End of Period........................................................................       $90,941      $87,491
                                                                                                       =======      =======

Net Charge-Offs to Average Loans, net...........................................................         0.10%        0.24%
</TABLE>

SECURITIES PORTFOLIO

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

<TABLE>
<CAPTION>
                                                          MARCH 31, 2001         DECEMBER 31, 2000        MARCH 31, 2000
                                                       ----------------------   ---------------------  ----------------------
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 Private Issuances...............................   $1,498,074  $1,549,528  $1,544,537  $1,576,245  $1,661,013  $1,630,805
CMO Agency Issuances................................      587,269     605,334     476,315     486,202     531,068     520,804
Mortgage-Backed Securities..........................      581,013     584,576     553,793     555,470   1,010,350     996,903
U.S. Government Agencies' Obligations...............       94,663      96,092     150,200     151,746     131,341     129,727
U.S. Treasury Securities............................       10,021      10,084      20,030      20,050      20,043      19,934
State & Municipal Obligations.......................      101,070     102,879      89,664      90,530           -           -
Equity Securities (1)...............................      253,305     253,865     253,405     256,145     298,346     315,093
Other Securities....................................      365,435     344,658     362,711     331,275     305,186     286,325
                                                       ----------  ----------  ----------  ----------  ----------  ----------
                                                       $3,490,850  $3,547,016  $3,450,655  $3,467,663  $3,957,347  $3,899,591
                                                       ==========  ==========  ==========  ==========  ==========  ==========
HELD-TO-MATURITY
(in thousands)
CMO Private Issuances...............................     $544,119    $547,193    $576,370    $571,110    $655,128    $621,605
CMO Agency Issuances................................            -           -      58,988      58,691      98,618      97,226
Mortgage-Backed Securities..........................      295,715     296,058     361,363     357,488     426,700     408,195
State & Municipal Obligations.......................       78,926      80,180      78,711      78,982      75,216      73,414
U.S. Government Agencies' Obligations...............           12          12          24          24       5,038       5,038
Other Securities....................................       14,360      14,340      15,221      14,994      18,789      18,098
                                                       ----------  ----------  ----------  ----------  ----------  ----------
                                                         $933,132    $937,783  $1,090,677  $1,081,289  $1,279,489  $1,223,576
                                                       ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>

(1) Amortized cost and fair value includes $197.4 million in Federal Home Loan
Bank stock for all periods presented.

         The strategy for the securities portfolio is to maintain a short
duration minimizing exposure to sustained increases in interest rates. This is
achieved primarily through investments in securities with predictable cash flows
and short average lives, and secondly, through the use of certain adjustable
rate investments. The duration of the portfolio at March 31, 2001 was 4.1.

         The amortizing securities are almost exclusively mortgage-backed
securities ("MBS"). These instruments provide a relatively stable source of cash
flows, although they may be impacted by changes in interest rates. Such MBS
securities are either guaranteed by FLHMC, GNMA or FNMA, or constitute
collateralized mortgage-backed obligations ("CMO's") backed by U.S. government
agency securities or CMO private issuances, which are principally AAA rated and
are conservative current pay sequentials or PAC structures.

         Equity securities maintained in the available-for-sale portfolio were
comprised principally of FHLB common stock and common and preferred stock of
certain publicly traded companies. Other securities maintained in the
available-for-sale portfolio consist of capital securities of certain financial
institutions and corporate bonds.

         In connection with the adoption of SFAS 133, management reclassified
securities with an amortized cost of $119.6 million and a fair value of $119.0
million from the held-to-maturity portfolio to the available-for-sale portfolio.




                                       16
<PAGE>   17
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

SECURITIES PORTFOLIO (CONTINUED)

         At March 31, 2001, securities carried at $2.9 billion were pledged to
secure securities sold under agreements to repurchase, other borrowings, and for
other purposes as required by law. Securities pledged for which the collateral
may be sold or repledged by the secured parties approximated $2.2 billion, while
securities pledged which the secured parties may not sell or repledge
approximated $.7 billion at March 31, 2001.

CAPITAL

         The Company and its banking subsidiaries are subject to the risk based
capital guidelines administered by the bank 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 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% ("Leverage Ratio"). 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 Company's financial statements. As of March 31, 2001, the
most recent notification from the various bank regulators categorized the
Company and its banking 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 be 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 Company's regulatory capital at
March 31, 2001, under the rules applicable at such date. Management believes
that the Company and its banking subsidiaries meet all capital adequacy
requirements.

<TABLE>
<CAPTION>
                                                  MARCH 31, 2001
                                         -----------------------------
 (dollars in thousands)                    AMOUNT                Ratio
                                         ----------              -----
<S>  <C>                                 <C>                     <C>
Tier 1 Capital ..............            $1,166,146              12.89%
Regulatory Requirement ......               361,793               4.00%
                                         ----------              -----
Excess ......................            $  804,353               8.89%
                                         ==========               ====

Total Risk Adjusted Capital..            $1,257,338              13.90%
Regulatory Requirement ......               723,586               8.00%
                                         ----------              -----
Excess ......................            $  533,752               5.90%
                                         ==========               ====

Risk Weighted Assets ........            $9,044,831
                                         ==========
</TABLE>

         The Company's leverage ratio at March 31, 2001 was 8.01%. The Tier 1,
total risk-based and leverage capital ratios of North Fork were 12.03%, 13.07%,
and 7.45%, respectively, at March 31, 2001.

         On March 27, 2001, the Board of Directors declared a 17% increase in
the Company's regular quarterly cash dividend from $.18 per common share to $.21
per common share. The dividend is payable May 15, 2001 to shareholders of record
at the close of business April 27, 2001.

         In September 2000, the Board of Directors approved the repurchase of up
to 17.1 million, or 10% of the Company's common shares outstanding. As of March
31, 2001, 14.3 million shares had been repurchased at an average cost of $19.87.

ASSET/LIABILITY MANAGEMENT

         The Company'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 assets and liabilities, and the credit quality of the loan
portfolio. Management's asset/liability objectives are to maintain a strong,
stable net interest margin, to utilize capital effectively without taking undue
risks and to maintain adequate liquidity.




                                       17
<PAGE>   18
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

ASSET/LIABILITY MANAGEMENT (CONTINUED)

         The 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 provides guidance for the day to day asset/liability
activities of the Company. ALCO meets periodically to evaluate the impact of
changes in market interest rates on interest earning assets and interest bearing
liabilities, net interest margin, capital and liquidity, and to evaluate
management'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 a traditional gap analysis. This model
measures net interest income sensitivity and volatility to interest rate
changes. It 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 estimate and project the impact of changes in interest rates on
net interest income. This relative sensitivity is important to consider since
the core deposit base is not subject to the same degree of interest rate
sensitivity as its assets and borrowings. Core deposit costs are internally
controlled and generally exhibit less sensitivity to changes in interest rates
than the adjustable rate assets or liabilities whose yields or cost of funds 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. Management may choose to extend the maturity of its
funding sources and/or reduce the repricing mismatches of its assets or
liabilities by using derivative instruments such as interest rate swaps.
Additionally, management may use interest rate collars, interest rate floors,
and interest rate cap agreements to assist in insulating it from volatile
interest rate changes.

         Based upon the aforementioned factors regarding the simulation model,
projected net interest income for the next twelve months was modeled based on
both an immediate rise and fall in interest rates as well as gradual movements
in interest rates over the twelve-month period. Based on the information and
assumptions in effect at March 31, 2001, management believes that a 100 basis
point gradual increase in interest rates over the next twelve months would
decrease net interest income by $19 million, or 2.9%, while a gradual decrease
in interest rates would increase net interest income by $.4 million, or 0.1%. It
should be emphasized, however, that the estimated exposures set forth above are
dependent on material assumptions such as those previously discussed.

         The traditional gap analysis complements the income simulation
modeling, primarily focusing on the longer term structure of the balance sheet,
since the gap analysis does not assess the relative sensitivity of assets and
liabilities to changes in interest rates. The gap analysis is prepared based on
the maturity and repricing characteristics of interest earning assets and
interest bearing liabilities for selected time periods. The mismatch between
repricings or maturities within a time period is commonly referred to as the
"gap" for that period. A positive gap (asset sensitive), where interest-rate
sensitive assets exceed interest-rate sensitive liabilities, generally will
result in the net interest margin increasing in a rising rate environment and
decreasing in a falling rate environment. A negative gap (liability sensitive)
will generally have the opposite results on the net interest margin. However,
the gap analysis is static in nature; therefore, the maturity and repricing
characteristics of interest earning assets and interest bearing liabilities can
change considerably with changes in interest rates.

         To reduce interest rate risk associated with the repricing mismatch
that exists between interest earning assets and interest bearing liabilities,
management periodically enters into interest rate agreements, including interest
rate swaps, caps, and floors, as part of interest rate exposure management.
These agreements are entered into as hedges against interest rate risk and are
designated against specific assets and liabilities. At March 31, 2001, the
Company had $350 million in derivative instruments outstanding, which are:

<TABLE>
<CAPTION>
                                                                             Notional            Fixed          Variable
                               Maturity                                       Amount         Interest Rate    Interest Rate
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S>                                                                          <C>             <C>              <C>
PAY FIXED SWAPS:
November 2001.........................................................        $100,000             4.72%           5.19%
November 2001.........................................................         100,000             4.66%           5.19%
May 2008..............................................................          75,000             6.14%           5.40%
                                                                              --------
                                                                              $275,000
                                                                              ========
PAY FLOATING SWAPS:
June 2001..............................................................        $25,000             7.27%           5.06%
September 2001.........................................................         25,000             6.75%           5.19%
September 2001.........................................................         25,000             6.88%           4.96%
                                                                              ========
                                                                               $75,000
</TABLE>


                                       18
<PAGE>   19
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

ASSET/LIABILITY MANAGEMENT (CONTINUED)

         The $275 million in swap agreements hedging certain borrowings require
the Company to make periodic fixed rate payments, while receiving periodic
variable rate payments indexed to the three month LIBOR rate. These swaps, which
qualify as cash flow hedges, have original maturities of up to 10 years, and
as of March 31, 2001 had an unrealized loss of $2.0 million. At adoption of
SFAS 133, a transition gain of $2.2 million (net of taxes of $.9 million) was
recorded as a component of other comprehensive income. The $75 million in swaps
hedging certain time deposits require the Company to make periodic floating
rate payments while receiving periodic fixed rate payments indexed to the one
month LIBOR rate. These agreements mature within six months and qualify as fair
value hedges. These swaps and the hedged time deposits had a fair value at
March 31, 2001 of $.6 million and ($.6 million), respectively. The use of
interest rate swap agreements decreased interest expense by $.9 million.

         The credit risk associated with these off-balance sheet instruments is
the risk of non-performance by the counterparty to the agreements. However,
management does not anticipate non-performance by the counterparty and monitors
risk through its asset/liability management procedures.

LIQUIDITY

         The objective of liquidity management is to ensure the availability of
sufficient resources by the Company and its subsidiaries to meet their 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.

         Sources of liquidity include dividends from its subsidiaries,
borrowings, the sale of available-for-sale securities, and funds available
through the capital markets. Dividends from the Company's banking subsidiaries
are limited by regulatory guidelines.

         The 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 and
Federal Home Loan Bank ("FHLB") advances, utilizing their unpledged securities
and mortgage related loan portfolios, the sale of available-for-sale securities,
the securitization or sale of loans, and growth in deposits.

         The banking subsidiaries currently have the ability to borrow an
additional $4.7 billion on a secured basis, utilizing mortgage related loans and
securities as collateral. At March 31, 2001, the Company had $2.6 billion in
outstanding borrowings with the FHLB.

         The Company 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 sufficient liquidity exists to meet
their operating requirements.


                                       19
<PAGE>   20
                                   SIGNATURES



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



Date:  May 15, 2001                               /s/ Daniel M. Healy
                                                  Daniel M. Healy
                                                  Executive Vice President &
                                                  Chief Financial Officer


                                       20