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:		        June 30, 1997





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



                	DELAWARE			           			    36-3154608

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





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



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




Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days:				Yes (X)      No ( )



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





CLASSES OF COMMON STOCK              	NUMBER OF SHARES OUTSTANDING 08/07/97
 	$2.50 Par Value   				                           	65,954,012


<PAGE>
                                     INDEX



                       PART I FINANCIAL INFORMATION



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



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



                        PART II.  OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS
            		Not Applicable



ITEM 2.	CHANGES IN SECURITIES
            		Not Applicable


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
             		Not Applicable


<PAGE>
                      PART II.  OTHER INFORMATION (continued)




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




ITEM 5.	OTHER INFORMATION
          		Not Applicable



ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

		The following exhibits are submitted herewith:


		(a)  Exhibit #	Description
      			(11)  	Statement Re: Computation of per share earnings
  
		      	(27)	Financial Data Schedule


		

		(b)	Current Report on Form 8-K dated June 24, 1997
 			(reporting that the Registrant's Board of Directors
	 		approved a 20% increase in its quarterly dividend)



 			Current Report on Form 8-K dated July 25, 1997
	 		(reporting that the Registrant entered into a definitive	    
   	agreement to acquire Branford Savings Bank).



						

			

			 

<PAGE>			
<TABLE>
<S>                                  <C>             <C>            <C>      
Consolidated Balance Sheets 			                                            
(in thousands, except per share amounts) 	June 30,     	December 31,      June 30, 
                                         	 1997 	          1996 	           1996 
                                      	(unaudited)                 	 	 (unaudited) 
Assets                                 	 	 	                           
Cash & Due from Banks 	                  $130,674       	$150,365 	       $188,426 
Interest Earning Deposits 	                 2,004 	         2,298 	          2,012  
Federal Funds Sold                         	3,000 	       115,000 	          3,100 
Securities: 			
   Available-for-Sale                  	1,666,704    	    857,391       	1,485,323 
   Held-to-Maturity 	                   1,214,831 	     1,300,115 	      1,054,030 
      Total Securities                 	2,881,535 	     2,157,506 	      2,539,353 
Loans 	                                 3,451,607 	     3,194,086 	      2,886,337 
  Less: Unearned Income & Fees 	           17,543 	        22,561 	         22,892 
            Allowance for Loan Losses 	    55,837 	        53,894 	         55,988 
            Net Loans 	                 3,378,227 	     3,117,631 	      2,807,457 
Intangible Assets 	                        78,502 	        82,073 	         85,879 
Premises & Equipment 	                     64,629 	        65,530 	         68,516 
Accrued Income Receivable 	                45,691 	        37,392 	         40,159 
Other Real Estate 	                         2,709 	         1,898           	8,839 
Other Assets                              	26,783         	20,834          	46,474 
     Total Assets                     	$6,613,754     	$5,750,527      	$5,790,215 

		
Liabilities and Stockholders' Equity 	 	 	 
Demand Deposits 	                       $793,747       	$734,907         	$696,913 
Savings, N.O.W. &  
      Money Market Deposits           	1,927,394 	     1,974,570   	     2,023,845 
Other Time Deposits 	                  1,351,087 	     1,416,220 	       1,514,464 
Certificates of Deposit,
     $100,000 & Over 	                   345,303 	       343,813	          250,052 
     Total Deposits                   	4,417,531      	4,469,510        	4,485,274 
Federal Funds Purchased &
  Securities Sold Under
     Agreements to Repurchase         	1,465,549        	621,789          	783,739 
Other Borrowings                         	35,000         	35,000           	35,000 
Due to Brokers                                	-              	-           	12,035 
Accrued Expenses & Other Liabilities     	91,442         	67,060           	50,948 
      Total Liabilities              	$6,009,522     	$5,193,359       	$5,366,996 

Company-Obligated Mandatorily
 Redeemable Capital Securities of
 Subsidiary Trust                       	$99,643 	       $99,637                	- 

Stockholders' Equity 	 	 	 
Preferred Stock, par value $1.00; 
  authorized 10,000,000 shares,
  unissued      	                              - 	             - 	               - 
Common stock, par value $2.50;
 authorized 200,000,000 shares; 	 
 issued & outstanding  65,995,459, 
 65,199,008 and 65,128,902 shares at
 the periods ending, respectively 	      164,989 	       81,499             81,411 
Additional Paid in Capital 	             108,755 	      180,809 	          178,650 
Retained Earnings                       	243,992 	      206,895 	          200,381 
Deferred Compensation 	                 (13,351) 	      (5,193) 	          (2,289) 
Treasury Stock at cost;  56,004,
 306,578 and  1,848,874 shares 	
 at the periods ending, respectively 	     (838) 	      (3,846)           (22,604) 
Unrealized Gains/(Losses) on 
 Securities Available-for-Sale, net
 of taxes 	                                1,042 	      (2,633) 	         (12,330) 
      Total Stockholders' Equity 	       504,589 	      457,531 	          423,219 
      Total Liabilities and 
        Stockholders' Equity 	        $6,613,754     $5,750,527 	       $5,790,215 


</TABLE>

<PAGE>
<TABLE>
Consolidated Statements of Income (Unaudited)
(in thousands, except per share amounts)
<S>                                <C>        <C>          <C>         <C>                                       
                        								    Three Months Ended	      Six Months Ended
                                    	June 30, 	 June 30, 	    June 30,    June 30, 
                                   	   1997 	    1996 	         1997 	     1996       
Interest Income  	 	 	 	                                                          
Loans  	                             $74,184 	   $59,742 	    $144,385 	  $113,762 
Mortgage-Backed Securities 	          41,064 	    34,387 	      74,191 	    67,408 
U.S. Treasury & Government 
   Agency Securities 	                 3,828 	     3,952	        7,183 	     6,339 
State & Municipal Obligations         	1,359 	     1,255 	       2,744 	     2,002 
Other Securities 	                     2,655 	     1,049 	       4,259 	     2,400 
Federal Funds Sold 	                     122 	       693 	         295 	     2,244 
Interest Earning Deposits 	               33 	        99 	          69 	       138 
Total Interest Income 	              123,245 	   101,177 	     233,126 	   194,293 
                                                                     
Interest Expense 	 	 	 	                                             
Savings, NOW &                                                       
  Money Market Deposits 	             10,677 	    11,877 	      21,259      22,671 
Other Time Deposits 	                 17,559 	    20,120 	      35,430 	    37,470 
Certificates of Deposit,
  $100,000 & Over 	                    4,900 	     3,566 	       9,467       6,982 
Federal Funds Purchased &
  Securities Sold Under  	 	 	 	  
  Agreements to Repurchase 	          19,161 	     6,786 	      29,230 	    16,261 
Other Borrowings 	                       728 	       724 	       1,450 	     1,450 
   Total Interest Expense 	           53,025 	    43,073 	      96,836 	    84,834 
   Net Interest Income 	              70,220     	58,104      	136,290    	109,459 
Provision for Loan Losses 	            1,500 	     1,700 	       3,000 	     3,400 
   Net Interest Income after 	 	 	 	 
       Provision for Loan Losses 	    68,720 	    56,404 	     133,290	    106,059 

Non-Interest Income 	 	 	 	 
Fees & Service Charges on
   Deposit Accounts 	                  4,699 	     4,485 	      9,090	       7,691 
Broker Commissions & Trust Fees 	      1,925 	     1,654 	      3,872 	      2,864 
Mortgage Banking Operations 	            459 	       505 	        870 	      1,170 
Other Operating Income 	               1,634 	     1,443 	      2,689 	      2,579 
Net Securities Gains 	                 2,074 	       109 	      2,235 	      1,506 
     Total Non-Interest Income 	      10,791 	     8,196 	     18,756 	     15,810 

Non-Interest Expense 	 	 	 	 
Compensation & Employee Benefits 	    14,264 	    14,042 	     28,521 	     26,632 
Occupancy 	                            3,164 	     3,130 	      6,350 	      5,660 
Equipment 	                            1,920 	     1,775 	      3,781 	      3,316 
Amortization of Intangible Assets 	    1,824 	     1,939 	      3,665 	      2,457 
Other Real Estate 	                       72 	      (73) 	        118 	        709 
Other Operating Expense 	              9,474 	     7,978 	     18,310 	     14,601 
    Total Non-Interest Expense 	      30,718 	    28,791 	     60,745 	     53,375 
Income Before Income Taxes 	          48,793 	    35,809 	     91,301 	     68,494 
Provision for Income Taxes 	          19,122 	    13,974 	     35,915 	     27,936 
     Net Income 	                    $29,671 	   $21,835 	    $55,386     	$40,558 

 	 	 	 	 
Per Share: (1) 	 	 	 	 
Net Income  	                          $0.45 	     $0.34 	      $0.84 	      $0.62 
Cash Dividends  	                      $0.15      	$0.10      	$0.275       	$0.20 

</TABLE>
(1)  Per share data has been retroactively restated for the
     issuance of a 2 for 1 stock split on May 15, 1997.

<PAGE>
<TABLE>
Consolidated Statements of Cash Flows (Unaudited)   	 	 

 	 	 
For the Period Ended June 30,   	                1997 	           1996 
(in thousands) 	 	 
<S>                                        <C>               <C>
Cash Flows from Operating Activities: 	 	                              
Net Income 	                                    $55,386          	$40,558 
Adjustments to Reconcile Net Income to  	 	                             
    Net Cash Provided by Operating Activities: 	 	                     
Provision for Loan Losses 	                       3,000 	           3,400 
Depreciation and Amortization 	                   4,244 	           3,822 
Amortization of Premiums 	                        3,827            	7,032 
Amortization of Intangible Assets 	               3,665 	           2,457 
Accretion of Discounts and                                           
   Net Deferred Loan Fees 	                     (2,544)	          (3,420) 
Net Securities Gains 	                          (2,235) 	         (1,506) 
Other, Net 	                                      2,583 	         (6,278) 
    Net Cash Provided by Operating Activities   	67,926           	46,065 
                                                                        
Cash Flows from Investing Activities: 	 	                            
Maturities, Redemptions, Calls and                             
    Principal Repayments on 	 	                                  
    Securities Held-to-Maturity 	                86,589 	         96,595 
Purchases of Securities Held-to-Maturity 	      (2,629) 	      (229,676) 
Proceeds from Sales of Securities                                      
    Available-for-Sale 	                         79,944	         174,182 
Maturities and Principal Repayments on 	 	  
    Securities Available-for-Sale 	              80,677 	        271,603 
Purchases of Securities Available-for-Sale 	  (960,495) 	      (639,577) 
Loans Originated and Principal Repayments 	 	  
    on Loans and Other Real Estate, Net 	     (274,837) 	      (129,466) 
Purchases of Loans                                   	- 	      (164,509) 
Proceeds from the Sale of Loans and                                    
    Other Real Estate Acquired in                                       
    Settlements of Loans 	                       12,424          	13,958 
Purchases of Premises and Equipment, Net       	(2,725)         	(4,629) 
Purchase Acquisitions, Net of Cash Paid 	             - 	        595,650 
    Net Cash Used in Investing Activities 	   (981,052) 	       (15,869) 

 	 	 
Cash Flows from Financing Activities: 	 	 
Net Decrease in Customer
   Deposit Liabilities 	                       (51,979)	       (188,558) 
Net Increase in Borrowings 	                    843,760 	        173,080 
Purchase of Treasury Shares 	                         - 	       (22,566) 
Common Stock Sold for Cash 	                      5,762 	          2,895 
Dividends Paid to Shareholders 	               (16,402) 	       (11,065) 
    Net Cash Provided by/(Used in)
        Financing Activities 	                  781,141	        (46,214) 
    Net Decrease in Cash and Cash Equivalents 	(131,985)       	(16,018) 

 	 	  
North Side Activity for the 
   Three Months Ended December 31, 1995              	- 	         60,747 
Cash and Cash Equivalents at
   Beginning of the Period 	                    267,663	         148,809 
Cash and Cash Equivalents at
   End of the Period 	                         $135,678	        $193,538 
</TABLE>                                                                  
                                                                            
<PAGE>                                                                   
                                                                          
<TABLE>                                                                   
Consolidated Statements of Cash Flows, Continued (Unaudited) 	 	 
For the Period Ended June 30,                    1997 	             1996                                                  
(in thousands) 	 	                          
<S>                                         <C>                <C>
Supplemental Disclosures of                                       
     Cash Flow Information: 	 	                                   
  Cash Paid During the Period for: 	 	                            
    Interest Expense 	                         $93,460 	          $88,414 
    Income Taxes 	                             $16,342 	          $15,983 
                                                
Supplemental Schedule of Noncash Investing      
       and Financing Activities: 	 	            
Real Estate Acquired in Settlement of Loans 	     $829 	           $3,295 
During the Period the Registrant               
       Purchased Various Securities which      
       Settled in the Subsequent Month 	       $     - 	          $12,035 

</TABLE>
 	 	  
During March 1996, the Company acquired the domestic commercial
banking business of Extebank and assumed $572 million in deposit
liabilities from First Nationwide Bank.  In connection with these
acquisitions, the following assets were acquired and liabilities assumed: 	 	  

<TABLE>
<S>                                                          <C>
Fair Value of Assets Acquired 	 	                                $920,630 
Intangible Assets 	 	                                              60,489 
Cash Paid for the Common Stock 	                                	(47,000) 
Liabilities Assumed 	 	                                          $934,119 

</TABLE>

<PAGE>

<TABLE>
Consolidated Statements of Changes in Stockholders' Equity 	  	 
(Dollars in thousands, except per share amounts) 	  	  	  	  	 
	  	  
<S>                         <C>           <C>           <C>            <C>        <C>            <C>              <C>     
                                   	   	  Additional 	  	                          	  	            Unrealized 	                
                          	      Common 	     Paid in   	   Retained  	  Deferred 	  Treasury  	  Securities 	              
                          	       Stock     	 Capital 	     Earnings  	    Comp. 	     Stock 	   Gains/(Losses)     Total     
Balance, December 31, 1995 	     $80,862 	    $175,617 	    $167,379   	   ($1,585) 	 ($653) 	       $4,509 	       $426,129 
Net Income 	                           - 	           - 	      40,558 	            - 	      - 	            - 	         40,558
Cash Dividends 
   (The Registrant $.20 
    per share) 	                       - 	           - 	     (9,778) 	            -	       - 	            -     	    (9,778) 
Cash Dividends-North Side Pre-Merger  	- 	           - 	     (3,612)    	         -  	     - 	            -  	       (3,612)
Issuance of Common Stock 
    (439,066 shares) 	               549 	       2,601 	           - 	            - 	      -	             - 	          3,150
Deferred Compensation Activity: 	  	  	  	  	  	  	  
    Restricted Stock Activity,
       net (69,300 shares) 	           - 	         432 	           -	         (803) 	    615 	            - 	            244
    Amortization of Other 
       Deferred Compensation Plans    	- 	           - 	           -	            99 	      -  	           - 	             99
Purchase of Treasury Stock 
        (1,845,800 shares) 	           - 	           - 	           - 	            -      (22,566) 	       - 	       (22,566)
North Side Net Income for
       the Three Months Ended 	  	  	  	   	 
	      December 31, 1995 	             - 	           - 	       5,834 	            - 	      - 	            - 	          5,834
Adjustment to Unrealized 
      Gains/(Losses) on Securities 	  	  	  	
 	  	 Available-for-Sale, 
      Net of taxes 	                   - 	           - 	           - 	            - 	      - 	     (16,839)  	      (16,839)
Balance, June 30, 1996          	$81,411 	    $178,650 	    $200,381 	     ($2,289) 	   ($22,604)  ($12,330)        	$423,219 

							

							
Balance, December 31, 1996 	     $81,499 	    $180,809 	    $206,895	      ($5,193) 	    ($3,846) 	($2,633) 	       $457,531 
Net Income 	                           - 	           - 	      55,386 	            - 	           - 	       - 	         55,386 
Cash Dividends ($.275 per share) 	     - 	           - 	    (18,182) 	            - 	           - 	       -	        (18,182)
Issuance of Common Stock for
  the Two-for-One Stock Split
  (32,976,384 shares)             	82,441 	    (82,441) 	  	  	 
Issuance of Common Stock
  (796,451 shares) 	                1,049 	       4,713 	         - 	             - 	           -     	   - 	          5,762
Restricted Stock Activity,
  net (250,574 shares) 	                - 	       5,674 	         -	        (8,158) 	       3,008 	       - 	            524
Amortization of Permanent 
  Unrealized Loss upon Transfer
  of Securities from
  Available-for-Sale to
  Held-to-Maturity, Net of taxes 	      -	            - 	     (107) 	             - 	           - 	      (438) 	        (545)
Adjustment to Unrealized 
  Gains/(Losses) on Securities 	  	  	  	
 	Available-for-Sale, 
  Net of taxes 	                        - 	           - 	         - 	             - 	           - 	      4,113          4,113 
Balance, June 30, 1997 	         $164,989 	    $108,755 	  $243,992 	     ($13,351)	       ($838) 	     $1,042 	     $504,589

</TABLE>

<PAGE>

                    North Fork Bancorporation, Inc.
                           and Subsidiaries


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (unaudited)
                         June 30, 1997 and 1996


Basis of Presentation

	The accounting and reporting policies of North Fork
Bancorporation, Inc. (the "Registrant"), and its Bank (the
"Bank") and non-bank subsidiaries, are in conformity with
generally accepted accounting principles and prevailing
practices within the financial services industry.  The
preparation of financial statements in conformity with generally
accepted accounting principles requires that management make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of income and expenses during the reporting
period.  Such estimates are subject to change in the future as
additional information becomes available or previously existing
circumstances are modified.  Actual results could differ from
those estimates.

	These statements should be read in conjunction with the
Registrant's summary of significant accounting policies which
are incorporated herein by reference in its 1996 Annual Report
on Form 10-K.

	Results of operations for the three and six months ended June
30, 1997 are not necessarily indicative of the results of
operations which may be expected for the full year 1997 or any
other interim periods.

Business Combinations

Completed Acquisitions

	On December 31, 1996, North Side Savings Bank ("North Side")
was merged with and into the Registrant in a transaction
accounted for under the pooling-of-interests method of
accounting.  Accordingly, the financial results for all prior
periods presented include the accounts of North Side.

	The Registrant's previously reported components of consolidated
income and the amounts reflected in the accompanying
consolidated statements of income for the three and six months
ended June 30, 1996, are as follows (in thousands):

<TABLE>
	
<S>                            <C>                       <C>                                    
                               	Three Months             	Six Months 
 	                                 Ended                    	Ended 
 	                                June 30,                  June 30, 
Net Interest Income 	              1996 	                     1996 
As Previously Reported           	 $45,330 	                 $84,067 
North Side 	                        12,774 	                  25,392 
Combined 	                         $58,104 	                $109,459 

Net Income 	 	 
As Previously Reported 	           $17,136 	                 $31,562 
North Side 	                         4,699 	                   8,996 
Combined 	                         $21,835 	                 $40,558 

</TABLE>


	North Side's reporting period had been as of and for the year
ended September 30, whereas the Registrant utilizes a calendar
year basis.  North Side's results for 1996 have been conformed
to the calendar year reporting period of the Registrant.  See
"Note 2(a) - Business Combinations" of the Registrant's 1996
Annual Report on Form 10-K for further discussion of this
transaction. 

	In March 1996, the Bank completed its purchase of the domestic
commercial banking business of Extebank ("Extebank") and ten
Long Island branch locations of First Nationwide Bank ("First
Nationwide").  These transactions were accounted for under the
purchase method of accounting and, accordingly, the Registrant's
consolidated results of operations only reflect activity
subsequent to the acquisition dates. See "Note 2(b) - Business
Combinations" of the Registrant's 1996 Annual Report  on Form
10-K for further discussion of these transactions.


<PAGE>
Pending Transaction

	On July 25, 1997, the Registrant entered into an agreement and
plan of merger with Branford Savings Bank ("Branford"), whereby
it would acquire Branford in a stock-for-stock exchange valued
at approximately $38 million. Under the terms of the agreement,
each share of Branford common stock will be exchanged for $5.25
of the Registrant's common stock, with a minimum of .1957 shares
and a maximum of .2648 shares issued. The agreement permits the
Registrant to increase the exchange ratio if the average price
of its common stock during the pricing period falls below
$19.83. The agreement also provides that Branford may terminate
the merger if the Registrant elects not to increase the exchange
ratio. The Registrant also received an option to acquire up to
19.9% of Branford voting common stock  at $4.75 per share should
certain events occur. 

 	The transaction is expected to be treated as a tax-free
reorganization and accounted for as a purchase for financial
reporting purposes.  It is anticipated that the transaction will
close by December 31, 1997, following receipt of required
regulatory approvals,  approval by Branford's  shareholders, and
certain other customary closing conditions.

	Branford had total assets of $187 million, deposits of $163
million and stockholders' equity of $17 million at June 30,
1997. It operates five banking offices in the Connecticut county
of New Haven.


Common Stock Split

	On February 25, 1997, the Board of Directors approved a
two-for-one common stock split, subject to shareholder approval
of an increase in the Registrant's authorized common stock.  At
the Annual Meeting of Stockholders held on April 22, 1997,
shareholders overwhelmingly approved the amendment of the
Registrant's Certificate of Incorporation to increase the number
of authorized shares of common stock from fifty million to two
hundred million.  The new shares were issued on May 15, 1997 to
shareholders of record on April 25, 1997.  The par value of the
Registrant's common stock remained unchanged at $2.50.  As a
result, $82.4 million was transferred from Additional Paid in
Capital to Common Stock to reflect this issuance.  All per
share, weighted average shares outstanding and option data
presented in the consolidated financial statements have been
retroactively adjusted to reflect the effects of the split.


RECENT ACCOUNTING DEVELOPMENTS

Earnings Per Share

	In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard No. 128 ("SFAS
128")  "Earnings Per Share".  SFAS 128 simplifies the standards
for computing and presenting earnings per share (EPS) previously
found in APB Opinion No. 15, Earnings Per Share, and makes them
comparable to international EPS standards.  It replaces the
presentation of primary EPS with a presentation of basic EPS. 
It also requires dual presentation of basic and diluted EPS on
the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation to the
numerator and denominator of the diluted EPS computation.

	Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average number
of common shares outstanding for the period.  Diluted EPS
reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity. 
Diluted EPS is computed similarly to fully diluted EPS pursuant
to Opinion 15.

	SFAS 128 is effective for financial statements issued for
periods ending after December 15, 1997. Management is currently
assessing the financial implications of implementing SFAS 128
and believes the adoption will not have a material adverse
effect on reported earnings per shaare.

<PAGE>
<TABLE>

Management's Discussion & Analysis

Overview
<S>                         <C>        <C>            <C>        <C>  
               							  	      Three Months Ended	       Six Months Ended
                            	  June 30, 	June 30, 	      June 30, 	June 30, 
(in thousands, except                                               
 ratios & per share amounts)    1997 	     1996        	  1997 	     1996 
Earnings: 	 	 	 	 
    Net Income 	               $29,671 	  $21,835 	      $55,386 	  $40,558 

Per Share: 	 	 	 	 
    Net Income 	                 $0.45 	    $0.34 	        $0.84 	    $0.62 
    Cash Dividends 	             $0.15 	    $0.10 	       $0.275 	    $0.20 
    Book Value 	                 $7.65 	    $6.69 	        $7.65 	    $6.69 
    Average Equivalent Shares 	 66,323 	   65,114 	       66,056 	   65,349 

Selected Ratios: 	 	 	 	 
    Return on Average 
          Total Assets 	         1.82% 	    1.56% 	        1.80% 	    1.52% 
    Return on Average 
          Stockholders' Equity 	24.83% 	   20.75%	        23.56% 	   18.99% 
    Core Efficiency Ratio      	37.92% 	   43.00%        	38.83%    	42.06% 
    Net Interest Margin         	4.67%     	4.50%         	4.80%     	4.41% 

</TABLE>

	The Registrant  recognized net income of $55.4 million, or $.84
per share, for the first six months of 1997, as compared with
net income of $40.6 million, or $.62 per share earned in 1996. 
Return on average total assets and  return on average
stockholders'  equity was 1.80% and 23.56%, respectively, for
the six months ended June 30, 1997 as compared to 1.52% and
18.99%, respectively,  for the comparable prior year period.

	Net income for the second quarter ended June 30, 1997 was $29.7
million, or $.45 per share, as compared with net income of $21.8
million, or $.34 per share in 1996. Return on average total
assets and  return on average stockholders'  equity was 1.82%
and 24.83%, respectively, for the quarter ended June 30, 1997 as
compared to 1.56% and 20.75%, respectively,  for the comparable
prior year period.


       The 1997 second quarter results, when compared with the
comparable prior year period, reflect a $12.1 million increase
in net interest income, a $.6 million increase in non-interest
income, exclusive of net securities gains, a $2.0 million
increase in net securities gains and a $.2 million decrease in
the provision for loan losses.  This activity was partially
offset by a $2.0 million increase in non-interest expense and a
$5.1 million increase in the provision for income taxes.

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 Registrant's 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 increased $12.1 million, or 20.9%, to $70.2
million for the 1997 second quarter, as compared to $58.1
million for the comparable prior year period.  This growth was
achieved through a significant increase in the level of average
interest earning assets and a modest improvement in the net
interest margin.  The net interest margin on a taxable
equivalent basis grew to 4.67% during the most recent quarter
when compared to 4.50% during the 1996 comparable period. 
Factors contributing to the widening in the net interest margin
included:  (a) a change in the composition of average interest
earning assets; (b) higher levels of non-interest bearing
customer deposit liabilities;  (c)  the issuance of $100 million
in capital securities, and (d) increased levels of capital.  The
positive impact of these factors was  offset by an increase in
the level wholesale liabilities.

	Interest income increased 21.8% to $123.2 million for the 1997
second quarter when compared to $101.2 million for the
comparable prior year period.  This increase is attributable to
a $915.5 million or 17.3% increase in average interest earning
assets to $6.2 billion for the 1997 second quarter, as compared
to $5.3 billion during the comparable 1996 period, and a change
in the composition of average interest earning assets as
evidenced by the increase in yield on such assets to 8.10% as
compared to 7.78%.

	During 1997, management entered into a capital management
strategy, whereby it leveraged  its excess capital  to generate
additional net interest income.  As a result of the increase in
the level of interest earning assets, which were

<PAGE>

funded with wholesale liabilities, principally repurchase agreements of
varied maturities, additional net interest income was generated.

	Average loans increased $677.2 million or 25.2% to $3.4 billion
for the 1997 second quarter, representing 54% of average
interest earning assets, when compared to $2.7 billion, or 51%
of average interest earning assets, for the comparable prior
year period.  This level of growth was achieved through
continued strong demand in virtually all loan categories (See
"Loan Portfolio" section of this report for a detailed breakdown
of the loan portfolio).  The corresponding yield on average
loans declined modestly to 8.87% during the most recent quarter
when compared to 8.97% for the 1996 comparable period. Average
loans, net of unearned income represented 74.9% of average
deposits for the quarter ended June 30, 1997.

	Average Securities increased $287.5 million or 11.4% to $2.8
billion for the 1997 second quarter when compared to $2.5
billion for the comparable prior year period ( See "Securities
Portfolio" section of this report for a detailed breakdown of
the securities portfolio).  The overall yield on the securities
portfolio improved to 7.20% during the most recent quarter as
compared to 6.58% during 1996, reflecting an increase in market
interest rates.

	Interest expense increased to $53.0 million in the second
quarter of 1997, reflecting a 4.23% cost of funds, as compared
with $43.1 million, and a 3.91% cost of funds in 1996.  The
increase in interest expense resulted from the $594.3 million
increase in the level of average interest bearing liabilities,
primarily, securities sold under agreements to repurchase, which
was  partially offset by a decline in the level of average
interest bearing customer deposit liabilities.

	Average total savings and time deposits declined $200 million
or 5.12% to $3.7 billion during 1997, when compared to $3.9
billion during 1996.  The overall cost of funds on average
savings and time deposits declined to 3.59% during the most
recent quarter from 3.66% during the comparable 1996 period. 
Both interest bearing deposit levels and the corresponding cost
of funds declined principally as a result of management
implementing its pricing strategy on customer deposit
liabilities assumed in its merger and acquisition transactions.

	Average demand deposits increased $107.8 million or 15.8% to
$790.7 million during the second quarter of 1997 as compared to
$682.9 million for 1996.  The growth in the level of demand
deposits has resulted from management's emphasis on converting
its acquired savings bank branches into full service commercial
bank branches.  At June 30, 1997, demand deposits represented
18.0% of total deposits as compared to 15.5% at June 30,  1996.

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

<TABLE>
<S>                    <C>        <C>        <C>         <C>        <C>
            						           Three Months Ended	            Six Months Ended
                       							  1997 vs. 1996		               1997 vs. 1996
                                        	 	 	Change in  	                	 	   Change in          
                        	Average 	 Average 	Net Interest 	 Average 	 Average 	Net Interest 
(in thousands )          	Volume 	   Rate 	   Income 	      Volume 	   Rate    	Income         
Interest Income from                                     
        Earning Assets:  	 	 	 	 	 	                          
Interest Earning Deposits 	($54) 	    ($12) 	    ($66) 	      ($58) 	    ($11)	     ($69) 
Securities 	               5,002 	    4,175 	    9,177 	      5,371 	    6,576 	   11,947 
Loans, net of unearned
     income & fees 	      15,128 	    (663) 	   14,465	      31,781 	  (1,009) 	   30,772 
Federal Funds Sold 	       (615) 	       44 	    (571) 	    (2,026) 	       77 	  (1,949) 
   Total Interest Income 	19,461 	    3,544 	   23,005 	     35,068 	    5,633	    40,701 
                                                     
Interest Expense on Liabilities: 	 	 	 	 	 	             
Savings, N.O.W &                                         
   Money Market Deposits 	 (718) 	     (482) 	 (1,200)	       (170) 	  (1,242) 	  (1,412) 
Time Deposits 	            (828) 	     (399) 	 (1,227) 	      2,195   	(1,750) 	      445 
Federal Funds Purchased 
  and Securities Sold Under
  Agreements to 
  Repurchase 	            11,779 	      596 	   12,375 	     12,076	       893 	   12,969 
Other Borrowings 	             - 	        4 	        4 	          - 	        - 	        - 
   Total Interest Expense	10,233     	(281)     	9,952      	14,101   	(2,099)     12,002 
Net Change in 
   Net Interest Income 	  $9,228 	   $3,825 	  $13,053     	$20,967 	   $7,732 	  $28,699 

</TABLE>
 The above table is presented on a tax equivalent basis.        
                                                           
<PAGE>

	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 and six months ended June 30,
1997 and 1996, respectively:

<TABLE>
<S>                           <C>           <C>            <C>            <C>           <C>           <C>                     
For the Three Months Ended June 30,  	 	        1997 	 	                      	             1996 	 
                                  	Average 	    	            Average    	    Average 	 	                Average 
(dollars in thousands ) 	          Balance 	  Interest 	      Rate 	         Balance	     Interest 	      Rate 
Interest Earning Assets: 	 	 	 	 	 	                                                                                 
Interest Earning Deposits  	         $2,563 	          $33  	       5.16% 	       $6,668 	         $99         5.97% 
Securities 	                      2,817,216 	       50,592 	        7.20% 	    2,529,674 	      41,415 	       6.58% 
                                         
Loans, net of unearned                              
   income & fees 	                3,364,272        	74,368 	        8.87%	     2,687,104 	      59,903 	       8.97% 
Federal Funds Sold  	                 8,855 	          122 	        5.53% 	       53,943  	        693 	       5.17% 
  Total Interest Earning Assets 	 6,192,906 	      125,115 	        8.10%	     5,277,389       102,110 	       7.78% 
                                                                             
Allowance for Loan Losses 	        (55,827) 	 	 	                               (58,427) 	 	            
Cash and Due from Banks 	           117,103 	                                 	  149,111 	 	 
Other Non-Interest                                                          
     Earning Assets (1) 	           275,183 	 	 	                                244,765 	 	 
 Total Assets 	                  $6,529,365 	 	 	                             $5,612,838 	 	 
                                                                              
Interest Bearing Liabilities:                                                 	 	 	 	 	 	 
Savings, N.O.W &                                                               
    Money Market Deposits 	      $1,953,332 	      $10,677	         2.19% 	   $2,085,840 	     $11,877 	       2.29%         

Time Deposits 	                   1,750,512 	       22,459 	        5.15% 	    1,818,024 	      23,686         5.24% 
  Total Savings and Time Deposits	3,703,844 	       33,136 	        3.59%	     3,903,864 	      35,563 	       3.66% 
Federal Funds Purchased &
  Securities Sold Under 
  Agreements to Repurchase 	      1,289,431 	       19,161 	        5.96%	       495,097 	       6,786 	       5.51% 
Other Borrowings 	                   35,000 	          728 	        8.34% 	       35,000 	         724 	       8.32% 
 Total Interest 
    Bearing Liabilities 	         5,028,275 	       53,025 	        4.23%	     4,433,961 	      43,073 	       3.91% 
Rate Spread 	 	                                                    	3.87% 	  	 	                               3.87% 
Non-Interest Bearing Deposits      	790,705 	 	 	                                682,900 	 	 
Other Non-Interest                                                             
    Bearing Liabilities 	           131,357 	 	 	                                 72,669 	 	 
 Total Liabilities 	              5,950,337 	 	                                5,189,530 	 	 
Company-Obligated Mandatorily                                             
   Redeemable Capital Securities                                           
   of Subsidiary Trust 	             99,642 	 	                                        - 	 	 
 Stockholders' Equity 	479,386 	 	 	423,308 	 	                          
 Total Liabilities and                                                        
          Stockholders' Equity   $6,529,365 	 		                              $5,612,838 	 	 
Net Interest Income and                                                    
           Net Interest Margin  	   	               72,090 	        4.67%   		                  59,037          4.50% 
Less: Tax Equivalent Basis Adjustment 	           	(1,870) 	 	 	                                 (933) 	                         
     Net Interest Income 	                        	$70,220 	 	 	                                $58,104 	                       
                                                                                                                        
</TABLE>                                                  
(1)  Unrealized gains/(losses) on available-for-sale securities
are recorded in other non-interest earning assets.

<PAGE>                           
<TABLE>                                                                                                                   
<S>                              <C>            <C>            <C>       <C>       <C>            <C>                 
For the Six Months Ended June 30,  	 	                 1997 	 	 	                   1996                        	                   
                                       Average  	             	 Average   	 Average  	 	                Average                  
(dollars in thousands ) 	              Balance     	 Interest     Rate 	    Balance     Interest 	       Rate               
Interest Earning Assets: 	                                                                   
Interest Earning Deposits  	            $2,624 	          $69 	   5.30% 	       $4,765 	         $138	    5.82% 
Securities                          	2,565,528        	91,338    	7.18% 	    2,404,499 	       79,391 	   6.64% 
Loans, net of unearned
    income & fees 	                  3,288,412 	      144,752 	   8.88%	     2,560,771 	      113,980  	  8.95% 
Federal Funds Sold  	                   10,894 	          295 	   5.46% 	       85,712 	        2,244 	   5.26% 
  Total Interest Earning Assets 	    5,867,458 	      236,454 	   8.13%	     5,055,747 	      195,753 	   7.79% 
                                                                                   
 	 	 	 	 	 	                                                                   
Allowance for Loan Losses 	           (55,186) 	 	 	                          (58,473) 	 	 
Cash and Due from Banks 	              126,978 	 	 	                           128,755 	 	 
Other Non-Interest Earning Assets (1) 	271,927 	 	 	                           229,517 	 	 
 Total Assets 	                     $6,211,177 	 	                         	$5,355,546 	 	 
                                                                                    
Interest Bearing Liabilities: 	 	 	 	 	 	                                      
Savings, N.O.W &                                                              
     Money Market Deposits 	        $1,951,783 	      $21,259  	  2.20% 	   $1,965,973 	      $22,671 	   2.32% 
Time Deposits 	                      1,764,184 	       44,897 	   5.13% 	    1,676,541 	       44,452	    5.33% 
  Total Savings and Time Deposits 	  3,715,967 	       66,156 	   3.59%	     3,642,514 	       67,123 	   3.71% 
Federal Funds Purchased & 
      Securities Sold Under 
      Agreements to Repurchase 	       994,705 	       29,230 	   5.93%	       580,902 	       16,261 	   5.63% 
Other Borrowings 	                      35,000 	        1,450 	   8.35% 	       35,000 	        1,450 	   8.33% 
 Total Interest Bearing Liabilities 	4,745,672 	       96,836 	   4.11%	     4,258,416 	       84,834 	   4.01% 
Rate Spread 	 	 	                                                 4.01% 	 	 	                             3.78% 
Non-Interest Bearing Deposits 	        773,522 	 	 	                           591,445 	 	 
Other Non-Interest Bearing Liabilities	118,307 	 	 	                            76,268 	 	 
 Total Liabilities                  	5,637,501 	 	                          	4,926,129 	 	 
Company-Obligated Mandatorily
       Redeemable Capital Securities 
       of Subsidiary Trust 	            99,641 	 	 	                                 - 	 	 
 Stockholders' Equity 	                474,035 	 	 	                           429,417 	 	 
 Total Liabilities and 
          Stockholders' Equity 	    $6,211,177 	 	                         	$5,355,546 	 	 
Net Interest Income and
          Net Interest Margin       	 	              139,618    	4.80% 		                     110,919 	   4.41% 
Less: Tax Equivalent Basis Adjustment 	 	            (3,328) 	 	 	                            (1,460) 	 
     Net Interest Income 	 	                        $136,290 	 	                          	  $109,459 	 

</TABLE>

(1)  Unrealized gains/(losses) on available-for-sale securities
are recorded in other non-interest earning assets.

Non-Interest Income

	Non-interest income, exclusive of net securities gains, was $
8.7 million in the 1997 second quarter, as compared with $8.1
million in the comparable prior year period. Net securities
gains of $2.1 million recognized during the most recent quarter
were achieved principally through the sale of certain equity
investments.

	The modest increase in non interest income during the most
recent quarter resulted from a $.2 million increase in fees and
service charges on deposit accounts to $4.7 million, a $.3
million increase in brokers commissions and trust fees to $1.9
million and, a $.2 million increase in other operating income to
$1.6 million.

Non-Interest Expense

	Non-interest expense increased $1.9 million, during the 1997
second quarter to $30.7 million as compared with $28.8 million
during the comparable prior year period.  The increase in
non-interest expense during the 1997 second quarter principally
reflects the carrying costs of $2.2 million associated with the
issuance of $100 million in 8.70% capital securities on December
31, 1996.

<PAGE>

	The Registrant's core efficiency ratio, which represents the
ratio of non-interest expense, net of other real estate costs
and other non-recurring charges, to net interest income on a
taxable equivalent basis and net-interest income net of
securities gains, was 37.92% and 38.83% for the three and six
months ended June 30, 1997, respectively, as compared to 43.0%
and 42.06%, respectively, for the comparable prior year periods.
The reduction in the core efficiency ratio resulted from
management's success in enhancing net interest income and
achieving the operating efficiencies associated with its 1996
mergers and acquisitions.  Management continually monitors its
operating  costs  to ensure a high degree of customer service in
the most efficient manner possible.

Income Taxes

	The Registrant's effective tax rate was 39.2%  for the 1997
second quarter, as compared to 39.0% for the comparable prior
year period.  The Registrant's effective tax rate was 39.3% for
the six months ended, June 30, 1997, as compared to 40.8% for
the comparable prior year period.

Loan Portfolio

	The following table represents the components of the loan
portfolio for the periods indicated (dollars in thousands):

<TABLE>
<S>                       <C>            <C>     <C>            <C>     <C>            <C>                               
                          	   June 30,      % of 	 December 31,  	% of   	June 30,  	    % of 
 	                              1997 	      Total 	   1996 	      Total 	   1996    	    Total 
Mortgage Loans-Multi-family 	$1,097,261 	    32% 	     $956,718 	   30%	       773,313 	    27% 
Mortgage Loans-Residential 	    987,417 	    28% 	      985,983 	   31% 	      965,227	     33% 
Mortgage Loans-Commercial 	     649,999 	    19% 	      635,042 	   20% 	      569,688	     20% 
Commercial & Industrial 	       402,384 	    12% 	      347,437 	   11% 	      352,114  	   12% 
Consumer Loans and Leases 	     268,020 	     8% 	      219,127 	    7% 	      171,207 	     6% 
Construction  and Land Loans 	   46,526 	     1% 	       49,779 	    1% 	       54,788 	     2% 
                            	$3,451,607 	   100% 	   $3,194,086 	  100% 	   $2,886,337 	   100% 

</TABLE>

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


	Total loans increased $257.5 million from $3.2 billion at
December 31, 1996 to $3.5 billion at June 30, 1997, representing
an annualized increase of 16.1%, due to continued strong demand
in virtually all loan categories.  

Asset Quality

	The components of non-performing assets and restructured,
accruing loans are delineated  below (in thousands): 
<TABLE>
<S>                                    <C>            <C>        <C>            
                                         	June 30,  	December 31, 	 June 30,  
                                         	 1997 	       1996 	        1996 
Loans Ninety Days Past Due                                                  
                and Still Accruing 	       $3,408 	       $2,596	     $2,398 
Non-Accrual Loans 	                        18,811 	       17,745 	    27,997 
   Non-Performing Loans 	                  22,219 	       20,341 	    30,395 
Other Real Estate 	                         2,709 	        1,898 	     8,839 
   Non-Performing Assets 	                $24,928 	      $22,239 	   $39,234 
                                                                             
Restructured, Accruing Loans 	            $12,251 	      $13,734 	   $23,692 


</TABLE>

	At June 30, 1997, non-performing assets, which include loans
past due ninety days and still accruing interest, non-accrual
loans and other real estate, increased modestly to $24.9 million
when compared to $22.2 million at December 31, 1996.  
Non-performing assets declined $14.3 million at June 30, 1997
when compared to $39.2 at June 30, 1996.  Non-performing loans
at June 30, 1997 consisted of $6.9 million in commercial loans,
$6.7 million in commercial mortgages, $5.6 million in
residential mortgages, $2.0 million in construction and land
loans,  $.5 million in consumer loans and leases, and $.6
million in multi-family mortgages. 

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

<PAGE>

rate of interest, is performing in accordance with the restructure terms
and management expects such performance to continue, the loan is
then removed from its restructured status.  Restructured,
accruing loans declined modestly to $12.3 million at June 30,
1997, as compared with $13.7 million at December 31, 1996, and
declined $11.4 million from $23.7 million at June 30, 1996.  The
decline in the level of restructured accruing loans was achieved
through principal repayments, maturities and renewals at market
terms, and the satisfaction of the performance requirements on
certain of these loans during the past year.  At June 30, 1997,
the portfolio of restructured, accruing loans is comprised
primarily of loans which have demonstrated performance in
accordance with the terms of their restructure agreements,
however, did not yield a market rate of interest at the time of
restructuring.

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

<TABLE>
<S>                                            <C>              <C>
For the Six Months Ended June 30, 	                 1997 	          1996
Balance at Beginning of Year 	                    $53,894 	        $56,627 
Provision for Loan Losses 	                         3,000 	          3,400 
Recoveries Credited to the Allowance 	              1,051 	          1,522  	
                                                   57,945 	         61,549 
Losses Charged to the Allowance 	                 (2,108) 	        (8,843) 
Additional Allowance Acquired in 
                 Purchase Acquisitions 	                - 	          3,092 
North Side Net Activity for the
          Three Months Ended December 31,1995 	         - 	            190 
Balance at End of Period 	                        $55,837 	        $55,988 

 	 	 
Net Charge-Offs to Average Loans, 
          Net of Unearned Income & Fees	            0.06% 	          0.57% 
Allowance of Loan Losses to Period End Loans,
          net of unearned income & fees 	           1.63% 	          1.96% 
Ratio of Allowance for Loan Losses to 	 	 
    Non-performing Loans Inclusive of
        90 day Delinquencies 	                       251% 	           184% 

</TABLE>

	Management determines what it deems to be the appropriate level
of the allowance for loan losses on an ongoing basis by
reviewing individual loans, as well as the composition of and
trends in the loan portfolio.  Management considers, among other
items, concentrations within segments of the loan portfolio,
delinquency trends, as well as recent charge-off experience and
third party evidentiary matter (such as appraisals) when
assessing the degree of credit risk in the portfolio.  Various
appraisals and estimates of current value influence the
estimation of the required allowance at any point in time.

	There has been significant growth in the loan portfolio over
the past two years from both originations and acquisitions. 
Loan growth through originations has principally been in
multi-family lending, commercial mortgages, and consumer loans. 
Multi-family mortgage loans generally are for $1 - $3 million
and are secured by properties located in metropolitan New York
area, where demand for such housing is strong.  Commercial
mortgage loans generally are originated in amounts up to $5
million and are secured by a wide variety of collateral types
ranging from owner occupied to investment properties with strong
cash flows.  To mitigate credit risk, management utilizes
prudent underwriting standards, including loan-to-value ratios
of generally 70% or less, and monitors operating results and collateral
value carefully.

	The growth in consumer loans has resulted from management's
decision to expand its indirect dealer network. Through this
network the Registrant  increased consumer loan originations,
principally new car loans.  The credit risk in auto lending is
dependent upon the creditworthiness of the borrower and the
value of the collateral.  The average loan originated is
generally between $15 - $20 thousand for periods ranging from 24
- 48 months.  The Bank accepts substantially only "A" rated
paper, which are borrowers without past credit history problems.

	The provision for loan losses declined to $1.5 million during
the current quarter, as compared to $1.7 million in the 1996
comparable period.  While management uses available information
in estimating possible loan losses, future additions to the
allowance may be necessary based on future changes in economic
conditions.  Based on current economic conditions, management
considers the allowance for loan losses at June 30, 1997
adequate to cover the possible credit losses inherent in the
loan portfolio.

<PAGE>

Securities Portfolio

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

<TABLE>

<S>                      <C>            <C>            <C>            <C>            <C>            <C>              
       					                     June 30, 1997	              December 31, 1996	              June 30, 1996	
Held-to-Maturity  	         Amortized 	      Fair         Amortized   	    Fair 	       Amortized 	        Fair 
 	                             Cost 	       Value   	        Cost   	      Value           Cost 	          Value                    
Mortgage-Backed Securities 	$1,086,986 	   $1,081,609 	   $1,162,814    	$1,156,310      	$911,060 	     $882,258 
State & Municipal Obligations 	113,993 	      114,096 	      121,945	       121,664 	     $120,280      	$118,006 
U.S. Government                                                                                                           
       Agencies' Obligations 	   2,499 	        2,433 	        2,601	         2,601 	       $2,702  	      $2,702 
Other Securities 	              11,353 	       11,403 	       12,755 	       12,897 	      $19,988	       $19,760 
 	                          $1,214,831    	$1,209,541 	   $1,300,115 	   $1,293,472 	   $1,054,030	    $1,022,726 
                                                                                                  
                                                                                                             
                       						    June 30, 1997	              December 31, 1996	              June 30, 1996
Available-for-Sale 	          Amortized 	    Fair 	       Amortized 	      Fair 	       Amortized	         Fair 
                    	            Cost 	     Value 	          Cost 	        Value 	         Cost 	          Value 
Mortgage-Backed Securities 	$1,297,046 	   $1,300,006 	     $648,302	      $646,825 	   $1,228,426 	   $1,209,781 
State & Municipal Obligations 	      - 	            - 	            - 	            - 	      $27,768 	      $27,875 
U.S. Government 
      Agencies' Obligations 	  136,552 	       136,975 	      94,262	        93,251 	      $53,658 	      $52,761 
U.S. Treasury Securities 	      78,810 	        76,448 	      78,760 	       76,990	      $137,289      	$134,155 
Other Securities 	             151,697 	       153,275 	      39,728 	       40,325 	      $59,954	       $60,751            
 	                          $1,664,105 	    $1,666,704 	    $861,052 	     $857,391 	   $1,507,095	    $1,485,323 

</TABLE>

	Management's strategy for  the securities portfolio is to
maintain a short-weighted average life to minimize the exposure
to future rises in interest rates and to provide cash flows that
may be reinvested at current market interest rates.  The
combined weighted average lives of the held-to-maturity and
available-for-sale securities portfolios at June 30, 1997 was
5.4 years.

	During the second quarter of 1997, securities
available-for-sale increased $809.3 million to $1.7 billion when
compared to $.9 billion at December 31, 1996.  This increase
resulted from management's decision to leverage its excess
capital principally through the purchase  mortgage backed
securities funded primarily with repurchase agreements of varied
maturities.   

	The net unrealized gain on securities available-for-sale was $1
million at June 30,  1997 as compared to a net unrealized loss
of $3.7 million at December 31, 1996.  This increase in value
resulted from a decline in market interest rates experienced
during the current quarter.

	Mortgage-backed securities ("MBS") classified as
held-to-maturity included $656.1 million in collateralized
mortgage obligations ("CMO") at June 30, 1997.  Mortgage-backed
securities classified as available-for-sale included $575.2
million in CMO's at June 30, 1997.  These CMO securities,
collateralized by either U.S. Government Agency MBS's or whole
loans, are principally conservative current pay sequentials or
PAC structures with a current weighted average life of 3.2 years.

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

	At June 30,  1997, other securities maintained in the
available-for-sale portfolio were comprised principally of
common stock, preferred stock, and capital securities of other
financial institutions.

	At June 30,  1997, held-to-maturity securities carried at
$478.8 million and available-for-sale securities carried at
$1,346.8 million were pledged for various purposes as required
by law and to secure securities sold under agreements to
repurchase and other borrowings.

<PAGE>

Borrowings



     Federal funds purchased and securities sold under
agreements to repurchase increased $843.8 million from $621.8
million at December 31, 1996 to $1.5 billion at June 30, 1997. 
These increased borrowing arrangements were entered into to fund
the purchases of mortgage-backed securities placed in the
available-for-sale securities portfolio.  



     At June 30, 1997, federal funds purchased and securities
sold under agreements to repurchase were comprised of $503.2
million in short-term arrangements (arrangements with an
original maturity less than one year), at a 5.68% cost of funds
and $972.4 million intermediate term arrangements at 6.06% cost of
funds, for an overall cost of funds of 5.93%.

Asset/Liability Management

	The Registrant's primary earnings source is the net interest
margin, which is affected by changes in the level of interest
rates, the relationship between rates, the impact of interest
rate fluctuations on asset prepayments, the level and
composition of deposits, and the credit quality of the
portfolio.  Management's asset/liability objectives are to
maintain a strong, stable net interest margin, to utilize its
capital effectively without taking undue risks and to maintain
adequate liquidity.

	The Registrant's risk assessment program includes a coordinated
approach to the management of liquidity, capital and interest
rate risk.  This risk assessment process is governed by policies
and limits established by senior management which are reviewed
and approved by the Asset/Liability Committee of the Board of
Directors ("ALCO").  ALCO, comprised of members of senior
management and the Board, meets periodically to evaluate the
impact of changes in market interest rates on assets and
liabilities, net interest margin, capital and liquidity, and to
evaluate the Registrant's strategic plans.

	The balance sheet structure is primarily short-term with most
assets and liabilities repricing or maturing in less than five
years.  Management monitors the sensitivity of net interest
income by utilizing a dynamic simulation model complemented by
traditional gap analysis.  This 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
project the impact of changes in interest rates on net interest
income.  This relative sensitivity is important to consider
since the Bank's core deposit base is not subject to the same
degree of interest rate sensitivity as its assets.  Core deposit
costs are internally controlled and generally exhibit less
sensitivity to changes in interest rates than the adjustable
rate assets whose yields are based on external indices and
change in concert with market interest rates.

Liquidity

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

	The Registrant's sources of liquidity include dividends from
its subsidiaries, borrowings, and funds available through the
capital markets.  Dividends from the Bank are limited by New
York State Banking Department regulations to the current year's
earnings plus the prior two years' retained net profits. 
Pursuant to this regulation, the Bank had $110.2 million of
retained earnings available dividends to the Registrant as of
June 30, 1997.

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

	The Bank has the ability, as a member of the Federal Home Loan
Bank ("FHLB") system, to borrow $615 million on a secured basis,
utilizing mortgage related loans and securities as collateral,
for a term ranging from one day to ten years at both fixed and
variable rates.  As of June 30, 1997, the Bank had $300 million
in such borrowings outstanding.

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

	On June 24, 1997, the Board of Directors increased its
quarterly cash dividend by 20% from 12.5 cents per share to 15.0
cents per share.  This dividend is payable August 15, 1997 to
shareholders of record at the close of business July 24, 1997.

<PAGE>

Capital

	The Registrant and the Bank are subject to the risk based
capital guidelines administered by the banking regulatory
agencies.  The risk based capital guidelines are designed to
make regulatory capital requirements more sensitive to
differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to
minimize disincentives for holding liquid assets.  Under these
guidelines, assets and off-balance sheet items are assigned to
broad risk categories, each with appropriate weights.  The
resulting capital ratios represent capital as a percentage of
total risk weighted assets and off-balance sheet items.  The
guidelines currently require all banks and bank holding
companies to maintain a minimum ratio of total risk based
capital to total risk weighted assets of 8%, including a minimum
ratio of Tier 1 capital to total risk weighted assets of 4% and
a Tier 1 capital to average assets of 4%.  Failure to meet
minimum capital requirements can initiate certain mandatory, and
possibly additional discretionary actions by regulators, that,
if undertaken, could have a direct material effect on the
Registrant's financial statements.  As of June 30, 1997, the
most recent notification from the federal banking regulators
categorized the Registrant and the Bank 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
1 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 Registrant's regulatory
capital at June 30, 1997 and June 30, 1996, under the rules
applicable at such date.  At such date, management believes that
the Registrant meets all capital adequacy requirements to which
it is subject.

<TABLE>
<S>                      <C>            <C>         <C>             <C>               							                     
								                        June 30, 1997	             June 30, 1996
(dollars in thousands ) 	     Amount 	   Ratio        	  Amount 	       Ratio 
Tier 1 Capital 	              $524,687 	   14.04% 	      $349,669 	    12.45% 
Regulatory Requirement 	       149,520 	    4.00% 	       112,330 	     4.00% 
Excess 	                      $375,167 	   10.04% 	      $237,339 	     8.45% 

Total Risk Adjusted Capital  	$571,525 	   15.29% 	      $385,030 	    13.71% 
Regulatory Requirement 	       299,039 	    8.00% 	       224,660 	     8.00% 
Excess 	                      $272,486 	    7.29% 	      $160,370 	     5.71% 

Risk Weighted Assets 	      $3,737,991 	 	             $2,808,252 	 

</TABLE>

	The Registrant's leverage capital ratio at June 30, 1997 was
8.13%.  The Tier 1, total risk based and leverage capital ratios
of the Bank were 11.30%, 12.56% and 6.43%, respectively, at June
30, 1997.  

	The Registrant's capital ratios were favorably impacted by the
issuance of $100 million of 8.70% Capital Securities on December
31, 1996, which under regulatory guidelines, qualify as Tier 1
capital.	


<PAGE>



                                   SIGNATURES





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








			                  	Date:  August 12, 1997 	/s/  Daniel M. Healy       
       										                                  Daniel M. Healy
                                           								Executive Vice President &	
                                           								Chief Financial Officer


<PAGE>


                               [EXHIBIT  11]

                     North Fork Bancorporation, Inc.

          COMPUTATION OF NET INCOME PER COMMON EQUIVALENT SHARE
                                 June 30, 1997
                                  (Unaudited)


<TABLE>
<S>                  <C>              <C>              <C>              <C> 
							                    Three Months Ended	             Six Months Ended
                     	June 30, 1997 	  June 30, 1996   	June 30, 1997 	  June 30, 1996 
Net Income 	            $29,670,459 	    $21,835,352     	$55,385,748 	    $40,558,283 
                                                                                                 
Common Equivalent Shares: 	 	 	 	                                                              
                                                                                  
Weighted Average Common                                                              
     Shares Outstanding  65,904,776 	     64,227,786 	     65,669,810 	     64,452,958 
Weighted Average Common
     Equivalent Shares  	   418,359 	        885,766	         386,146 	        896,394 
Weighted Average Common
     and Common 
     Equivalent Shares 	 66,323,135	      65,113,552 	     66,055,956 	     65,349,352     

Net Income per Common 
     Equivalent Share 	       $0.45 	          $0.34 	          $0.84	           $0.62 

</TABLE>