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:		        September 30, 1996





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





	DELAWARE							                         36-315460
(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) 298-5000
(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  11/11/96
     $2.50 Par Value						                    24,152,332


<PAGE>

INDEX

PART I FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS.

		North Fork Bancorporation, Inc. 

		(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

		

	Shortly following the announcement on July 15, 1996 that the
Registrant had entered into an Agreement and Plan of Merger with
North Side Savings Bank ("North Side") providing for the merger
of North Side and a wholly owned subsidiary of the Registrant
(the "Merger"), two alleged stockholders of North Side filed
purported class action lawsuits in the Supreme Court of the
State of New York County of New York (the "Court") against North
Side, the members of the North Side Board of Directors and the
Registrant.  The plaintiffs allege, among other things, that the
Registrant has aided and abetted breaches of fiduciary duty by
the members of the North Side Board of Directors in connection
with the proposed Merger.  The plaintiffs seek, among other
things, an order enjoining the defendants from taking any steps 
to implement the proposed Merger, awarding purported unspecified
damages and to account for any profits realized by them.  The
plaintiffs also seek the award of the costs and disbursements of
the actions, including reasonable attorneys' and experts' fees.  



	The Registrant believes the allegations contained in the
complaints are baseless, entirely without merit and intend to
contest them vigorously. The Registrant has moved to dismiss the
plaintiffs' complaints on the grounds that, among other reasons,
such complaints fail to state a cause of action.





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 September 12, 1996
			(reporting historical exchange act filings made with the
   Federal Deposit Insurance Corporation by North Side).



			Current Report on Form 8-K dated October 10, 1996 
			(reporting the Registrants Net Income for the 1996 Third
   Quarter	and the Net Income for the Year Ended September 30, 1996 for
   North Side).

			 

<PAGE>			 

			


<TABLE>
Consolidated Balance Sheets 			
<S>                                                      <C>             <C>           <C>
(in thousands, except per share amounts) 	               Sept. 30, 1996 	Dec.31, 1995 	Sept. 30, 1995 
Assets 	                                                   (unaudited) 		                (unaudited) 
Cash & Due from Banks 	                                        $124,093 	    $106,476 	      $100,625
Interest Earning Deposits 	                                       1,710 	       1,347 	         1,153 
Federal Funds Sold & Securities Purchased under  			
   Agreements to Resell 	                                             - 	           - 	         8,000 
Securities: 			
   Available-for-Sale  	                                      1,060,885 	     814,485 	       463,081 
    Held-to-Maturity 	                                          369,853 	     342,143 	       546,355 
      Total Securities 	                                      1,430,738 	   1,156,628 	     1,009,436 
Loans 	                                                       2,423,531 	   1,985,028 	     1,938,259 
  Less:  Unearned Income & Fees 	                                23,914 	      18,588 	        18,251 
            Allowance for Loan Losses 	                          48,912 	      50,210 	        51,222 
            Net Loans 	                                       2,350,705 	   1,916,230 	     1,868,786 
Premises & Equipment, Net 	                                      53,417 	      45,169 	        42,699 
Accrued Income Receivable 	                                      26,707 	      22,400 	        20,503 
Intangibles 	                                                    83,458 	      26,633 	        26,896 
Other Real Estate 	                                               1,346 	       4,805 	         2,500 
Other Assets 	                                                   26,345 	      23,623 	        24,437 
     Total Assets 	                                          $4,098,519 	  $3,303,311 	    $3,105,035 

			
Liabilities and Stockholders' Equity 			
Demand Deposits 	                                              $644,710 	    $451,802 	      $404,002 
Savings, N.O.W. &  Money Market Deposits 	                    1,335,586 	   1,153,739       1,149,825 
Other Time Deposits 	                                           964,627 	     753,809 	       784,305 
Certificates of Deposits, $100,000 and Over 	                   293,446 	     176,110 	       165,987 
     Total Deposits 	                                         3,238,369 	   2,535,460 	     2,504,119 
Federal Funds Purchased & Securities Sold Under 			
    Agreements to Repurchase 	                                  464,807 	     391,369 	       175,938 
Other Borrowings 	                                               10,000 	      10,000 	        10,000 
Senior Note Payable 	                                            25,000 	      25,000 	        25,000 
Accrued Expenses & Other Liabilities 	                           46,678 	      31,637 	        90,786 
      Total Liabilities 	                                    $3,784,854 	  $2,993,466 	    $2,805,843 
Stockholders' Equity 			
Preferred Stock, par value $1.00; 
  authorized 10,000,000 shares,
  unissued 	                                                            - 	           - 	             - 
Common stock, par value $2.50; authorized   
  50,000,000 shares; issued & 
  outstanding 25,048,374, 24,879,196, 24,843,436 			
    shares at the periods ending, respectively 	                 62,621 	      62,198 	        62,109 
Additional Paid in Capital 	                                    105,198 	     102,398 	       101,713 
Retained Earnings 	                                             175,001 	     144,773 	       134,948 
Treasury Stock at cost; 
  904,622,  36,187,  36,024  shares 			
  at the periods ending, respectively 	                        (22,120) 	       (653) 	         (634) 
Unrealized (Losses)/Gains on 
  Securities Available-for-Sale, net
  of taxes 	                                                    (5,333) 	       2,149 	         2,085 
Deferred Compensation 	                                         (1,702) 	     (1,020) 	       (1,029) 
      Total Stockholders' Equity 	                              313,665 	     309,845 	       299,192 
      Total Liabilities and Stockholders' Equity 	           $4,098,519	   $3,303,311 	    $3,105,035 
</TABLE>


	


<PAGE>
<TABLE>
Consolidated Statements of Income (Unaudited)

(in thousands, except per share amounts)				            Three Months Ended	               Nine Months Ended	
                                                 Sept. 30, 1996 	Sept. 30, 1995 	Sept.30, 1996 	Sept. 30, 1995 
<S>                                              <C>             <C>             <C>            <C>        
Interest Income  				
Loans  	                                                $53,381 	       $43,805 	     $149,756 	      $127,044 
Mortgage-Backed Securities 	                             18,233 	        10,583 	       52,623 	        29,389 
U.S. Treasury & Government Agency Securities 	            2,880 	         1,771 	        8,254 	         4,156 
State & Municipal Obligations  	                          1,373 	           498 	        3,375 	         1,839 
Other Securities 	                                          891 	           420 	        1,558 	         1,124 
Federal Funds Sold & Securities Purchased 				
      Under Agreements to Resell 	                           26 	           212 	          622 	           755 
Interest Earning Deposits 	                                  20 	            23 	           60 	            77 
   Total Interest Income 	                               76,804 	        57,312 	      216,248 	       164,384 

				
Interest Expense 				

Savings, N.O.W. & Money Market Deposits 	                 7,367 	         6,723 	       21,947 	        21,197 
Other Time Deposits 	                                    12,846 	        11,045 	       36,600 	        29,402 
Certificates of Deposit, $100,000 and Over 	              3,466 	         2,221 	        9,465 	         5,721 
Short-Term Borrowings                                    	5,780 	           964 	       15,376 	         1,851 
Long-Term Borrowings 	                                      727 	           728 	        2,176 	         2,175 
   Total Interest Expense 	                              30,186 	        21,681 	       85,564 	        60,346 
Net Interest Income 	                                    46,618 	        35,631 	      130,684 	       104,038 
Provision for Loan Losses 	                               1,500 	         2,000 	        4,500 	         6,000 
   Net Interest Income after Provision 
   for Loan Losses 	                                     45,118  	       33,631 	      126,184 	        98,038 

				
Non-Interest Income 				
Fees & Service Charges on Deposit Accounts 	              4,057 	         2,720 	       11,302  	        8,093 
Investment Management & Trust Fees 	                      1,423 	           921 	        4,246 	         2,605 
Mortgage Banking Operations 	                               493 	           673 	        1,636 	         1,944 
Other Operating Income 	                                  1,174 	           928 	        3,399 	         2,908 
Net Securities Gains 	                                    1,432 	         3,025 	        2,428 	         3,173 
     Total Non-Interest Income 	                          8,579 	         8,267 	       23,011 	        18,723 

				
Non-Interest Expense 				
Compensation & Employee Benefits 	                       11,308 	         8,736 	       32,266 	        24,971 
Occupancy 	                                               2,570 	         1,664 	        7,028 	         4,934 
Equipment 	                                               1,563 	         1,046 	        4,389 	         3,341 
Amortization of Intangibles 	                             1,881 	           466 	        4,248 	         1,200 
Other Real Estate 	                                         119 	         (269) 	        1,052 	            41 
Other Operating Expenses 	                                6,224 	         4,203 	       17,201 	        15,397 
SAIF Recapitalization Charge 	                            8,350 	             - 	        8,350 	             - 
    Total Non-Interest Expense 	                         32,015 	        15,846 	       74,534 	        49,884 
Income Before Income Taxes 	                             21,682 	        26,052 	       74,661 	        66,877 
Provision for Income Taxes 	                              8,407 	        11,100 	       29,825 	        28,195 
     Net Income 	                                       $13,275 	       $14,952 	      $44,836 	       $38,682 

				
Per Share: 				

Net Income 	                                              $0.54 	         $0.60 	        $1.81 	         $1.59 
Cash Dividends 	                                          $0.20 	         $0.15 	        $0.60 	         $0.40 
</TABLE>


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

For the Nine Months Ended September 30, 	                        1996 	          1995 
(in thousands) 		
Cash Flows from Operating Activities:
<S> 		                                                <C>             <C>
Net Income 	                                                  $44,836 	       $38,682 
Adjustments to Reconcile Net Income to  		
    Net Cash Provided by Operating Activities: 		
Provision for Loan Losses 	                                     4,500 	         6,000 
Provision for Losses on Real Estate Acquired in 		
    Settlement of Loans 	                                         571 	           246 
Depreciation and Amortization 	                                 4,759 	         3,298 
Amortization of Intangibles 	                                   4,248 	         1,200 
Accretion of Discounts and Net Deferred Loan Fees  	          (3,195)	        (2,922) 
Amortization of Premiums 	                                      5,372 	         2,949 
Purchases of Trading Account Securities 	                           - 	      (40,853) 
Proceeds from the Sale of Trading Account Securities 	              - 	        40,920 
Net Securities Gains 	                                        (2,428) 	       (3,173) 
Other, Net 	                                                   12,666 	         6,653   
    Net Cash Provided by Operating Activities 	                71,329 	        53,000 

		

Cash Flows from Investing Activities: 		
Maturities, Calls and Principal Repayments on 		
    Securities Held-to-Maturity 	                             55,007 	        104,408     
Purchases of Securities Held-to-Maturity 	                  (82,838) 	       (20,445) 
Maturities and Principal Repayments on 		
    Securities Available-for-Sale 	                          220,655 	         50,839 
Purchases of Securities Available-for-Sale 	               (438,874) 	      (372,680) 
Proceeds from Sales of
Securities Available-for-Sale 	                               15,361	          91,597 
Loans Originated and Principal Repayments 		
    on Loans and Other Real Estate Owned, Net 	            (266,831)	        (75,213) 
Proceeds from Sales of Real Estate Acquired 		
    in Settlements of Loans 	                                  7,316 	          8,259 
Proceeds from the Sale of Loans 	                             25,965 	         10,150 
Purchases of Premises and Equipment, Net 	                   (5,445) 	        (6,639) 
Net Cash & Cash Equivalents 
Received in Acquisitions 	                                   595,650	          10,868 
    Net Cash Provided by/(Used in)
    Investing Activities 	                                   125,966	       (198,856) 

		
Cash Flows from Financing Activities: 		
Net (Decrease)/Increase in Deposits 	                      (214,371) 	         70,973 
Net Increase in Short-Term and Other Borrowings 	             68,148 	        115,938 
Treasury Stock Activity, Net 	                              (22,023) 	        (1,312) 
Common Stock Sold for Cash 	                                   2,441 	         10,622 
Dividends Paid to Shareholders 	                            (13,510) 	        (8,503) 
    Net Cash (Used in)/Provided by
    Financing Activities	                                  (179,315) 	        187,718 
    Net Increase in Cash and Cash Equivalents                	17,980 	         41,862 		

Cash and Cash Equivalents at Beginning of the Year 	         107,823         	 67,916 

		
Cash and Cash Equivalents at End of the Quarter 	           $125,803	        $109,778 
</TABLE>



<PAGE>
<TABLE>
Consolidated Statements of Cash Flows (Unaudited), Continued  		
For the Nine Months Ended September 30, 	                                    1996 	       1995 
(in thousands)
<S>                                                                <C>              <C>
Supplemental Disclosures of Cash Flow Information: 		
  Cash Paid During the Period for: 		
    Interest Expense 	                                                    $89,419 	    $51,505 
    Income Taxes 	                                                         $8,361 	    $22,857 

		
Supplemental Schedule of Noncash Investing and Financing Activities: 		
Real Estate Acquired in Settlement of Loans  	                             $3,275 	     $6,292 

		
Loans to Facilitate the Sale of Other Real Estate 	                        $2,138  	    $6,426 

		
During the period the Registrant purchased various investment
securities which settled in the subsequent month 	                              - 	    $58,421 

		
During the quarter ended March 31, 1996, North Fork Bank
purchased Extebank's domestic commercial 
banking business for $47 million 
and also acquired approximately $572 million of deposits and 10
Long Island branches of First Nationwide Bank. 		

		

Fair Value of Assets Acquired, Including Cash & Cash Equivalents         $826,047 	
Intangible Assets 	                                                        61,072 	
Cash Paid 	                                                                47,000 	
Liabilities Assumed 	                                                    $934,119 	

		

On July 3, 1995, the Registrant acquired all the outstanding  		
common stock of Great Neck Bancorp for cash and other  		
consideration.  In connection with this acquisition, the
following assets were acquired and liabilities assumed: 		

		
Fair Value of Assets Acquired, Including Cash & Cash Equivalents                    	 $111,431 
Cash Paid 	 	                                                                          (8,512) 
Other Non-Monetary Consideration 	 	                                                  (11,695) 
Liabilities Assumed 	 	                                                                $91,224 
</TABLE>

<PAGE>

<TABLE>
Consolidated Statements of Changes 
in Stockholders' Equity
(Unaudited) 	 	 	 	 	 	 	 
(in thousands, except per share amounts) 	 	 	 	 	 	 	 

<S>                                                 <C>        <C>        <C>        <C>             <C>       <C>       <C>
                                                          	 	  Additional 	 	            Unrealized 	 
	                                                      Common    	Paid in 	Retained 	    Securities 	Deferred 	Treasury  	 
          	                                             Stock  	  Capital 	Earnings 	Gains/(Losses) 	Comp.     Stock     Total 
Balance, December 31, 1994 	                          $57,623 	   $94,526 	$106,186 	      ($2,871) 	  ($514) 	   ($27)  $254,923 
Net Income 	                                                - 	         - 	  38,682 	             - 	       - 	       - 	  38,682 
Cash Dividends ($0.40 per share) 	                          - 	         - 	 (9,920) 	             - 	       - 	       - 	 (9,920) 
Sale of Common Stock (806,392 shares) 	                 2,016 	     3,985 	       - 	             - 	       - 	       - 	  6,001 
Exercise of Warrants (987,857 shares) 	                 2,470 	     3,138 	       - 	             - 	       - 	       - 	  5,608 
Deferred Compensation Activity: 	 	 	 	 	 	 	 
    Restricted Stock Activity, net (41,598 shares) 	        - 	        64 	       - 	             - 	   (721) 	     705 	     48 
    Amortization of Other Deferred 
    Compensation Plans 	                                    - 	         - 	       - 	             - 	    206 	        - 	    206 
Purchase of Treasury Stock (75,677 shares) 	                -          	- 	       - 	             - 	      -    (1,312) 	(1,312) 
Adjustment to Unrealized Gains/(Losses) on Securities 	 	 	 	 	
	 	     Available-for-Sale, net of taxes 	                  - 	         - 	       - 	          4,956 	     - 	       -     4,956 
Balance, September 30, 1995 	                         $62,109 	  $101,713 	$134,948 	         $2,085 ($1,029) 	  ($634) 	$299,192 

                                 	 	 	 	 	 	 	 
Balance, December 31, 1995 	                          $62,198 	  $102,398 	$144,773 	         $2,149	($1,020) 	  ($653) 	$309,845 
Net Income                                                 	- 	         - 	  44,836 	              - 	     - 	       - 	   44,836 
Cash Dividends ( $.60 per share) 	                          - 	         - 	(14,608) 	              - 	     - 	       -   (14,608) 
Sale of Common Stock (169,178 shares) 	                   423      	2,310 	      - 	               - 	     - 		      -      2,733 
Deferred Compensation Activity: 	 	 	 	 	 	 	 
    Restricted Stock Activity, net (34,305 shares) 	        - 	       440 	      - 	               -   (682) 	     606 	      364 
Purchase of Treasury Stock (922,900 shares) 	               - 	         - 	      - 	               - 	     -	 (22,566) 	 (22,566) 
Sale of Treasury Stock (20,160 shares) 	                    - 	        50 	      - 	               - 	     - 	     493 	      543 
Adjustment to Unrealized (Losses)/Gains on Securities 	 	 	 	 		 	 
      Available-for-Sale, Net of taxes 	                    - 	         - 	      - 	         (7,482) 	     - 	       - 	  (7,482) 
Balance, September 30, 1996 	                         $62,621 	  $105,198  $175,001         ($5,333) ($1,702) ($22,120) 	 $313,665 
</TABLE>


<PAGE>

North Fork Bancorporation, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

September 30, 1996 and 1995


General



The accounting and reporting policies of North Fork
Bancorporation, Inc. (the "Registrant"), and its banking
subsidiary, North Fork 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 1995 Annual Report
on Form 10-K.



Results of operations for the three and nine months ended
September 30, 1996 are not necessarily indicative of the results
of operations which may be expected for the full year 1996 or
any other interim periods.



Mergers and Acquisitions



A)   Completed Acquisitions



On March  15, 1996, the Bank completed its purchase of the
domestic commercial banking business of Extebank ("Extebank"). 
Extebank had approximately $388 million in total assets, $200
million in net loans, $348 million in deposit liabilities, $30
million in capital, and operated through eight branch locations
in the metropolitan New York area.



On March 23, 1996, the Bank completed its acquisition of the ten
banking branches of First Nationwide Bank ("First Nationwide")
located on Long Island, and assumed $572 million of customer
deposit liabilities for which it paid a deposit premium of
6.35%.  Assets acquired, consisting primarily of cash, totaled
$529 million.



These transactions have been 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.   There was a minimal
effect on operating results from these transactions in the
quarter ended March 31, 1996.



The intangibles created from the aforementioned transactions
aggregated approximately $60 million, of which $23 million is
attributable to the First Nationwide core deposit intangible. 
The intangible assets associated with these transactions are
currently being amortized using various methods over periods not
exceeding 15 years for financial reporting purposes.  The
intangible assets created from the First Nationwide transaction
are being amortized on a straight line basis over 15 years for
tax purposes.   


<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



The following table sets forth the unaudited pro forma summary
results of operations for the nine months ended September 30,
1996 and 1995, and assumes that the foregoing completed purchase
transactions had been consummated as of January 1, 1996 and
1995, respectively. Although separate financial information had
historically been prepared for Extebank, such financial
information also included certain international operations.
Accordingly, since only the domestic commercial banking business
was acquired, certain estimates and assumptions have been
utilized in determining the pro forma adjustments applied to the
historical results of operations of Extebank. The First
Nationwide branch acquisition, which consisted principally of
cash and customer deposit liabilities, did not constitute a
distinct business entity for which separate financial
information had historically been prepared. Therefore,
subjective estimates have been utilized in determining the pro
forma adjustments applied to the historical results of
operations of the Registrant.  These pro forma results are not
necessarily indicative of the results that would have been
achieved had these acquisitions occurred on the dates indicated
or that may occur in the future.


<TABLE>
Pro Forma Combined Condensed Statements of Income (Unaudited)								                         			                 
                                                                     Nine Months Ended
(in thousands, except per share amounts) 	                      Sept. 30,1996 	Sept. 30, 1995 
<S>                                                             <C>            <C>     
           Net Interest Income 	                                     $135,964 	      $126,015  
            Provision for Loan Losses 	                                 4,721 	         7,700 
            Net Interest Income after Provision for Loan Losses      	131,243 	       118,315 
            Non-Interest Income 	                                      24,422 	        24,924 
             Non-Interest Expense, exclusive of Amortization of
               Intangibles 	                                           76,229 	        66,388 
            Amortization of Intangibles 	                               5,667 	         5,464 
             Income before Income Taxes 	                              73,769 	        71,387 
             Provision for Income Taxes 	                              29,312 	        30,449 
            Net Income 	                                              $44,457 	       $40,938 




            Earnings per Share 	                                       $1.80 	          $1.68 
</TABLE>




							                        	                     	

	



1) Extebank Domestic Commercial Banking Business

 

Specific assumptions utilized: 1) Extebank's historical
statement of operations for the nine month period ended
September 30, 1995 included certain international operations of
Extebank. The historical statement of operations for Extebank
was adjusted to reflect the elimination of the international
operations; 2) interest earning assets have been reduced by the
transaction purchase price and additional costs incurred in
connection with the consummation of the transaction. These cash
outlays are assumed to have been incurred as of January 1, 1995
at the Registrant's average federal funds sold rate in effect
during each of the periods presented (5.30% and 5.91% for the
nine months ended September 30, 1996 and 1995, respectively ; 3)
the intangible asset associated with this transaction is
currently being amortized for financial reporting purposes on a
straight line basis over fifteen years ; and 4) income taxes
have been provided using the Registrant's effective tax rate for
the pro forma adjustments. The pro forma adjustments do not
reflect any possible cost savings to be derived from the
elimination of redundant operations.



	   
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



2) First Nationwide Long Island Banking Branches



Specific assumptions utilized: 1) the assets acquired,
principally cash, are assumed to be invested in certain
mortgage-backed securities at the beginning of each period
presented using the average rates in effect during such periods 
(6.56% and 6.38% for the nine month periods ended September
30,1996 and 1995, respectively ) ; 2) the actual interest
bearing deposit liabilities acquired are assumed to have been
acquired at the beginning of each period using consummation date
fair values and are reflected during the periods using the
average rates in effect at the consummation date ( weighted
average cost of funds of 4.40% ) ; 3) non-interest income and
non-interest expense amounts are based upon an extrapolation of
actual operating results subsequent to consummation ; 4) the
intangible assets associated with this transaction are currently
being amortized over periods not exceeding fifteen years for
both financial reporting and tax purposes ; and 5) income taxes
have been provided using the Registrant's effective tax rate for
the pro forma periods. The pro forma adjustments do not reflect
any possible cost savings from branch operating efficiencies
which may be realized in the future.		



Weighted average shares outstanding utilized in the calculation
of pro forma earnings per share were 24,759,215 and 24,391,249,
which represented the Registrant's actual weighted average
shares outstanding for the nine month periods ended September
30, 1996 and 1995, respectively. 





B)   Pending Acquisition



On July 15, 1996, the Registrant entered into an agreement and
plan of merger with North Side Savings Bank ("North Side"),
whereby it would acquire North Side in a stock-for-stock
exchange valued at approximately $210 million.  Under the terms
of the agreement, each share of North Side common stock will be
converted into the Registrant's common stock at a fixed exchange
ratio of 1.556.  The agreement permits North Side to terminate
the transaction if the average closing price of the Registrant's
shares falls below $24 for the ten trading days ending on the
fifth business day prior to the date on which the Federal
Deposit Insurance Corporation ("FDIC") approval is received,
unless the Registrant elects to increase the exchange ratio so
that the value of the Registrant's common stock to be received
in respect to each North Side common share is not less than
$37.34.  The Registrant also received an option to acquire up to
19.9% of North Side's outstanding shares at $34.75 per share
should certain events occur as set forth in the stock option
agreement.



The transaction is expected to be treated as a tax-free
reorganization and accounted for using the pooling-of-interests
method.  The merger is expected to close in December 1996,
following receipt of required regulatory approvals and approval
by shareholders of both companies and certain other customary
closing conditions. Both the Registrant's and North Side's
Special Meeting of  Stockholders, regarding this transaction,
will be held on November 18, 1996.



North Side had total assets of $1.6 billion, deposits of $1.2
billion and stockholders equity of $127.5 million at September
30, 1996.  It operates seventeen banking offices in Queens,
Bronx, Nassau and Suffolk counties.




<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



RECENT ACCOUNTING DEVELOPMENTS:



Accounting for Mortgage Servicing Rights:

Statement of Financial Accounting Standards No. 122 ("SFAS 122").



SFAS 122 was adopted effective January 1, 1996.  This Statement
amends certain provisions of Statement of Financial Accounting
Standards No. 65, "Accounting for Certain Mortgage Banking
Activities" requiring an entity to capitalize the rights to
service mortgage loans for others, whether those rights are
acquired through loan origination activities or purchased from
others.  Additionally, SFAS 122 requires an entity to assess its
capitalized mortgage servicing rights for impairment based on
the fair value of those rights.  Adoption of SFAS 122 did not
have an effect on the financial condition or results of
operations.



Accounting for Stock Based Compensation:

Statement of Financial Accounting Standards No. 123, ("SFAS
123").



SFAS 123 was adopted effective January 1, 1996.  This Statement
establishes the financial accounting and reporting standards for
employee stock-based compensation plans in which an employer
grants shares of its stock or other equity instruments to
employees except for employee stock ownership plans.  SFAS 123
permits a company to choose either a new fair value based method
or continue to follow the current arrangements under Accounting
Principles Board Opinion No. 25 ("Opinion No. 25") practice in
accounting for its stock-based compensation.  The Registrant
will continue to follow the current practice in accounting for
such arrangements under Opinion No. 25.





ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



Earnings Summary



The Registrant recognized net income of $44.8 million, or $1.81
per share for the first nine months of 1996, which includes a
nonrecurring, after tax charge of $5 million, or $.20 cents per
share, associated with the recapitalization of the Savings
Association Insurance Fund ("SAIF"). This compares to net income
of $38.7 million, or $1.59 per share earned in the comparable
1995 period.  Return on average total assets and return on
average stockholders' equity, exclusive of the nonrecurring SAIF
charge, was 1.72% and 21.66%, respectively, for the first nine
months of 1996 as compared to 1.82% and 18.71% ,respectively,
for the prior year period.



Net income for the quarter ended September 30, 1996 was $13.3
million, or $.54 per share, as compared with net income of $15.0
million, or $.60 per share in 1995. Net income for the quarter
ended September 30, 1996, excluding the nonrecurring SAIF
charge,  would have been $18.3 million, or $.75 per share.
Return on average total assets and return on average
stockholders' equity, excluding the SAIF charge, was 1.77% and
23.95%, respectively, for the 1996 third quarter as compared to
2.01% and 20.43%, respectively, for the comparable prior year
period.



The improvement in the 1996 third quarter results, exclusive of
the nonrecurring SAIF charge, when compared with the prior year
period, is due in part to the aforementioned acquisitions, an
$11.0 million increase in net interest income, a $.5 million
decline in the provision for loan losses and a $.3 million
increase in non-interest income.  This activity was partially
offset by a $7.8 million increase in non-interest expense
(primarily from the acquired businesses) and a $.8 million
increase in the provision for income taxes.


<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



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 increased $11.0 million to $46.6 million for
the third quarter of 1996, from $35.6 million for the comparable
prior year period.  The net interest margin, on a taxable
equivalent basis, declined to 4.98% during the third quarter of
1996 from 5.18% in the 1995 comparable period.



Interest income improved $19.5 million to $76.8 million during
the third quarter of 1996 when compared to $57.3 million during
the comparable prior year period.  This increase resulted from a
$1.0 billion increase in the level of interest earning assets to
$3.8 billion during the third quarter of 1996, when compared to
$2.8 billion during the prior year period.  The rise in interest
earning assets was due principally to the Extebank and First
Nationwide acquisitions, and the reinvestment of the liquidity
generated through the increase in average short term borrowings.
 The decline in yield on interest earning assets to 8.11% from
8.29% during the period is primarily attributable to lower
yielding investment securities comprising 38.4% of average total
interest earning assets as of September 30, 1996 as compared to
only 30.2% during the prior year period.



Average taxable securities increased $96.6 million  to $238.5
million during the third quarter of 1996 as compared with $141.9
million during the comparable prior year period.



Average mortgage-backed securities increased $453.8 million or
69.7% to $1.11 billion during the third quarter of 1996 as
compared with $651.4 million during the comparable prior year
period.  This increase resulted from the investment of the cash
proceeds received in the aforementioned acquisitions, and
liquidity generated from entering into short-term borrowing
arrangements to finance purchases of mortgage-backed securities.



Average net loans increased $446.5 million or 23.3% to $2.36
billion for the 1996 third quarter when compared to $1.91
billion, for the comparable prior year period.  This level of
growth was achieved through a combination of strong loan demand
in all loan categories, and the acquisition of approximately
$200 million loans from Extebank. As of September 30, 1996,
average net loans represented 61.7% of total interest earning
assets as compared to 69.3% during the prior year period.



Interest expense increased to $30.2 million in the third quarter
of 1996, reflecting a 3.87% cost of funds, as compared with
$21.7 million or 3.94% in 1995.  The $8.5 million increase is
substantially due to a $916.6 million increase in average
interest bearing liabilities to $3.10 billion during the 1996
third quarter as compared to $2.18 billion during the prior year
period, partially offset by a reduction in the Registrant's
overall cost of funds during this time period.  The rise in the
level of interest bearing liabilities was due principally to the
Extebank and First Nationwide acquisitions, and the
aforementioned increase in short term borrowings. Average short
term borrowings increased to $425.3 million during the 1996
third quarter as compared to $58.9 million during the prior year
period 



Average demand deposits increased $244.8 million or 59.1% to
$659.0 million during the third quarter of 1996 as compared to
$414.2 million during 1995.  Demand deposits acquired from
Extebank were approximately $105 million.  Demand deposits
represented 20% of total deposits at September 30, 1996 as
compared to 16.1% at September 30, 1995.  


<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



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 period analyzed, it is not possible to
precisely allocate changes between 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.  In
addition, average interest earning assets include non-accrual 
loans.


<TABLE>
							                                       Nine Months Ended	                     Three Months Ended
For the Periods Ended September 30,		           1996 vs. 1995                          1996 vs. 1995
 (in thousands ) 	 	 	                                       Change in  	 	 	                Change in  
                                       	Average 	Average 	Net Interest 	Average 	Average 	Net Interest 
      	                                  Volume 	   Rate 	      Income 	 Volume 	   Rate 	      Income 

<S>                                     <C>      <C>      <C>      					<C>	     <C>      <C>           
Interest Income from Earning Assets: 						
Interest Earning Deposits  	                  5 	   (22) 	        (17) 	      4 	    (7) 	         (3) 
Taxable Securities 	                      4,694 	    106 	       4,800 	  1,634 	    187 	       1,821 
Non-Taxable Municipals 	                  2,420    	(27) 	       2,393 	  1,412 	   (64) 	       1,348 
Mortgage-Backed Securities 	             22,370 	    864 	      23,234 	  7,455 	    195 	       7,650 
Loans, including non-accrual loans 	     22,932 	  (131)       	22,801	  10,061 	  (412)  	      9,649 
Federal Funds Sold and Securities 						
 Purchased Under Agreements to Resell 	    (58)    	(75)        	(133)    (159)     (27) 	       (186) 
  Total Interest Income 	                52,363 	    715 	      53,078  	20,407 	  (128)	       20,279 

						
Interest Expense on Liabilities: 						
Total Savings and Time Deposits 	        14,462  (2,770) 	      11,692   	5,468 	(1,778) 	       3,690 
Short-Term Borrowings 	                  13,619    	(94)       	13,525   	5,003 	  (187) 	       4,816 
Long-Term Borrowings 	                        - 	      1 	           1 	      - 	    (1) 	         (1) 
  Total Interest Expense 	               28,081 	(2,863) 	      25,218  	10,471	 (1,966) 	       8,505 

						
Net Change in Net Interest Income 	      24,282   	3,578       	27,860 	  9,936 	  1,838 	      11,774 

</TABLE>


The above table has been prepared on a Taxable Equivalent Basis.




<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (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 nine and three month periods ended
September 30, 1996 and 1995, respectively:


<TABLE>
For the Nine Months Ended September 30, 		                        1996 			                    1995 	
<S>                                            <C>            <C>        <C>     <C>           <C>       <C>         
 (dollars in thousands ) 	                            Average    	       Average 	    Average 	 	        Average 
                                                     	Balance 	 Interest   	Rate 	    Balance 	Interest 	Rate 

Interest Earning Assets: 						
Interest Earning Deposits  	                           $1,536 	      $60 	 5.22% 	     $1,437 	     $77	 7.16% 
Taxable Securities 	                                  219,457    	10,286  	6.26% 	    119,377 	   5,486  6.14% 
Non-Taxable Municipals 	                               98,811     	5,213  	7.05% 	     52,984 	   2,820  7.12% 
Mortgage-Backed Securities 	                        1,071,258    	52,623  	6.56% 	    615,930 	  29,389 	6.38% 
Loans, net of unearned income & fees 	              2,207,681   	150,146  	9.08% 	  1,873,141 	 127,345 	9.09% 
Federal Funds Sold and Securities 						
 Purchased Under Agreements to Resell 	                15,675       	622  	5.30% 	     17,078 	     755 	5.91% 
  Total Interest Earning Assets 	                   3,614,418   	218,950  	8.09%  	 2,679,947 	 165,872 	8.28% 

	 	 		 	 	
Allowance for Loan Losses 	                          (51,387) 			                    (51,921) 		
Cash and Due from Banks 	                             125,863 		                      	85,809 		
Other Non-Interest Earning Assets 	                   189,363 			                     124,512 		
 Total Assets 	                                    $3,878,257 			                  $2,838,347 		

	 			 		
Interest Bearing  Liabilities: 						
Savings, N.O.W & Money Market Deposits 	            1,333,426    	21,947 	 2.20% 	  1,174,750 	  21,197 	2.41% 
Time Deposits 	                                     1,181,996 	   46,065 	 5.21% 	    882,015 	  35,123 	5.32% 
 Total Savings and Time Deposits 	                  2,515,422    	68,012  	3.61% 	  2,056,765 	  56,320 	3.66% 
Short-Term Borrowings 	                               381,673    	15,376 	 5.38% 	     43,765 	   1,851 	5.65% 
Long-Term Borrowings 	                                 35,000     	2,176 	 8.30% 	     35,000 	   2,175 	8.31% 
 Total Interest Bearing Liabilities 	               2,932,095    	85,564  	3.90% 	  2,135,530 	  60,346 	3.78% 
Rate Spread 			                                                            4.19% 			                     4.50% 
Non-Interest Bearing Deposits 	                       586,654 			                     385,044 		
Other Non-Interest Bearing Liabilities 	               52,106 			                      41,334 		
 Total Liabilities 	                                3,570,855 			                   2,561,908 		
 Stockholders' Equity 	                               307,402 			                     276,439 		
Total Liabilities and Stockholders' Equity 	       $3,878,257  			                 $2,838,347 		
Net Interest Income and Net Interest Margin 	 	                  133,386  	4.93% 		             105,526 	5.26% 
Less: Tax Equivalent Basis Adjustment 		                         (2,702) 		                    	(1,488) 	
     Net Interest Income 		                                     $130,684 			                   $104,038 	
</TABLE>




                                                                
                        

(1)  The above table has been prepared on a taxable equivalent
basis.

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


<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)


<TABLE>
For the Three Months Ended September 30,                         1996 			                       1995 	
(dollars in thousands )
<S>                                             <C>            <C>         <C>     <C>           <C>         <C>
                                                      	Average 	          	Average     	 Average 	        	  Average 
                                                      	Balance  	Interest 	Rate      	   Balance  	Interest 	Rate 

Interest Earning Assets: 						
Interest Earning Deposits  	                            $1,575 	      $20 	  5.05% 	      $1,311 	      $23 	  6.96% 
Taxable Securities 	                                   238,476 	    4,079 	  6.80% 	     141,914 	    2,258 	  6.31% 
Non-Taxable Municipals 	                               119,137 	    2,136 	  7.13% 	      40,469 	      788   	7.73% 
Mortgage-Backed Securities 	                         1,105,190 	   18,233   	6.56% 	     651,371	    10,583   	6.45% 
Loans, net of unearned income & fees 	               2,360,284    	53,552   	9.03%	    1,913,756 	   43,903 	  9.10% 
Federal Funds Sold and Securities 						
 Purchased Under Agreements to Resell 	                  2,098 	       26   	4.93% 	      14,570 	      212   	5.77% 
  Total Interest Earning Assets 	                    3,826,760    	78,046   	8.11% 	   2,763,391 	   57,767 	  8.29% 

	 	 		 	 	
Allowance for Loan Losses 	                           (51,031) 			                      (53,412) 		
Cash and Due from Banks 	                              142,207 			                        89,221 		
Other Non-Interest Earning Assets                     	183,837 		                      	 146,602 		
 Total Assets 	                                     $4,101,773 			                    $2,945,802 		

	 			 		
Interest Bearing  Liabilities: 						
Savings, N.O.W & Money Market Deposits 	             1,366,565 	    7,367 	  2.14% 	   1,144,961 	    6,723 	  2.33% 
Time Deposits 	                                      1,273,661    	16,312   	5.10% 	     945,041 	   13,266 	  5.57% 
 Total Savings and Time Deposits 	                   2,640,226    	23,679 	  3.57% 	   2,090,002 	   19,989 	  3.79% 
Short-Term Borrowings 	                                425,274     	5,780   	5.41% 	      58,924 	      964   	6.49% 
Long-Term Borrowings 	                                  35,000 	      727   	8.26% 	      35,000   	    728 	  8.25% 
 Total Interest Bearing Liabilities 	                3,100,500 	   30,186   	3.87% 	   2,183,926 	   21,681 	  3.94% 
Rate Spread 			                                                              4.24% 			                         4.35% 
Non-Interest Bearing Deposits 	                        658,996 			                       414,174 		
Other Non-Interest Bearing Liabilities 	                38,592 			                        57,285 		
 Total Liabilities 	                                 3,798,088 			                     2,655,385 		
 Stockholders' Equity 	                                303,685 			                       290,417 		
 Total Liabilities and Stockholders' Equity 	       $4,101,77		                       $2,945,802 		
Net Interest Income and Net Interest Margin 	 	                    47,860 	  4.98% 	 	               36,086 	  5.18% 
Less: Tax Equivalent Basis Adjustment 		                          (1,242) 			                         (455) 	
     Net Interest Income 		                                       $46,618 			                       $35,631 	
</TABLE>


				                         		                                 
                

(1)  The above table has been prepared on a taxable equivalent
basis.

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






<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



Non-Interest Income



Non-interest income, exclusive of net securities gains was $7.1
million in the 1996 third quarter, compared to $5.2 million in
the comparable prior year period.  



Fees and Service Charges on deposit accounts improved 52% to
$4.1 million during the 1996 third quarter when compared to $2.7
million in the comparable prior year period.  This improvement
is primarily due to the recent acquisitions and the
corresponding growth in demand deposits.



Investment management and trust fees improved to $1.4 million
during the 1996 third quarter when compared to $.9 million in
the comparable prior year period, reflecting continued growth at
the Registrant's broker/dealer subsidiary (Compass Investment
Services Corp.).

 

Net securities gains recognized during the 1996 third quarter 
were $1.4 million and $3.0 million during the comparable 1995
period. These gains were realized through the sale of certain 
equity investments.  



Non-Interest Expense



Non-interest expense increased $7.9 million, exclusive of the
nonrecurring SAIF charge of $8.4 million, to $23.7 million
during the 1996 third quarter when compared to $15.8 million
during the comparable prior year period.  



Compensation and Employee Benefits increased $2.6 million to
$11.3 million during the 1996 third quarter as compared to $8.7
million during the 1995 comparable period.  Occupancy and
equipment expense increased $1.4 million to $4.1 million during
the quarter when compared to $2.7 million during the prior year
period.  Amortization of intangibles increased $1.4 million to
$1.9 million during the quarter  when compared to $.5 million
during the prior year period, reflecting the addition of
intangible assets associated with the recent acquisitions. Other
operating expense increased $2.0 million to $6.2 million during
the third quarter when compared to $4.2 million during the prior
year period.  It is anticipated that the Registrant will benefit
from reduced FDIC insurance premiums during 1997 due to the SAIF
recapitalization plan, as approximately 45% of its deposits are
insured under the SAIF.



Other Real Estate expense increased $.4 million during the 1996
third quarter when compared to the comparable prior year period
due to the costs associated with liquidation of certain
properties.



The rise in non-interest expense was expected due to the
acquisitions.  However, the Registrant's core efficiency ratio
remained at 42.8% in the third quarter and 42.3% for the nine
months in 1996.  Consequently, non-interest expense levels are
commensurate with expectations.



Income Taxes



The Registrant provides for income taxes under the asset and
liability method.  Under this method, the Registrant is required
to establish deferred tax assets and liabilities for the
temporary differences between the financial reporting basis and
the tax basis of the Registrant's assets and liabilities at the
enacted tax rates expected to be in effect when such amounts are
realized or settled.  A valuation allowance is to be established
to reduce the deferred tax asset if it is "more likely than not"
that some or all of the deferred tax asset will not be realized.


<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



The Registrant's effective tax rate was 38.8% for the third
quarter of 1996, as compared to 42.6% for the comparable prior
year period.   The decline in the effective tax rate is
primarily attributable to the Registrant's implementation of
certain tax 

planning strategies. The Registrant's effective tax rate was
40.0% for the nine months ended September 30, 1996, as compared
to 42.2% for the comparable prior year period.



Loan Portfolio



The Registrant's loan portfolio is concentrated primarily in
loans secured by real estate in metropolitan New York.  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.



Loans outstanding totaled $2.42 billion at September 30, 1996,
an increase of $438.5 million or 22% when compared to $1.99
billion at December 31, 1995, of which approximately $200
million was acquired in the Extebank acquisition.  Aggregate
loan growth during the first nine months of 1996 was achieved
through strong demand in all loan categories.

 

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>  
		                                              % of 		                   % of 		                  % of 
  	                           Sept. 30, 1996  	Total   	Dec. 31, 1995  	 Total 	  Sept. 30, 1995	  Total 
Mortgage Loans-Multi-Family 	       $777,212 	32.07% 	       $662,329  33.37% 	         $604,432 	31.18% 
Mortgage Loans-Residential 	         568,219 	23.45%         	552,681 	27.84%	           568,654 	29.34% 
Mortgage Loans-Commercial 	          496,897 	20.50% 	        367,158 	18.50% 	          372,805 	19.23% 
Commercial & Industrial 	            337,196 	13.91% 	        245,956 	12.39% 	          237,870 	12.27% 
Consumer Loans and Leases 	          193,540 	 7.99% 	        111,475 	 5.61% 	          102,645 	 5.30% 
Land and Construction Loans 	         50,467 	 2.08% 	         45,429 	 2.29% 	           51,853  	2.68% 
  Total 	                         $2,423,531	100.00% 	     $1,985,028	100.00% 	       $1,938,259	100.00% 
Less: 						
  Unearned Income & Fees 	            23,914 		                18,588 		                  18,251 	
  Allowance for Loan Losses 	         48,912 	 	               50,210 		                  51,222 	
    Net Loans 	                   $2,350,705 		            $1,916,230 		              $1,868,786 	
</TABLE>

<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



Asset Quality 



At September 30, 1996, non-performing assets, which include
loans past due 90 days and still accruing interest, non accrual
loans and other real estate, declined $15.6 million to $21.8
million, in comparison to $37.4 million at December 31, 1995.
This reduction was achieved principally through the Registrant's
sale of approximately $16 million in non-performing assets for
cash. The overall reduction in the level of non-performing
assets by loan category is as follows; $6.0 million in
residential mortgages, $5.8 million in commercial mortgages, $.8
million in land and construction loans, and $3.5 million in
other real estate



Non- performing loans at September 30, 1996 consisted of  $8.2
million in commercial loans, $6.2 million in commercial
mortgages, $2.9 million in residential mortgages, $2.7 million
in land and construction loans, and $.4 million in consumer
loans  and leases.



The components of non-performing assets and restructured,
accruing loans are detailed below (in thousands):	

<TABLE>
<S>                                            <C>             <C>            <C> 
	                                              Sept. 30, 1996 	Dec. 31, 1995 	Sept. 30, 1995 
Loans Ninety Days Past Due and Still Accruing 	        $3,169 	       $1,088	         $2,447 
Non-Accrual Loans 	                                    17,246 	       31,506 	        39,599 
   Non-Performing Loans 	                              20,415 	       32,594 	        42,046 
Other Real Estate  	                                    1,346 	        4,805 	         2,500 
   Non-Performing Assets                              	21,761        	37,399 	        44,546 

			
Restructured, Accruing Loans 	                        $13,783 	      $31,875 	       $33,416 
</TABLE>


                                                                
                                                                 

Loans are classified as restructured loans when management has
granted, for economic or legal reasons related to the borrower's
financial difficulties, concessions to the customer that would
not otherwise be considered.  Generally, this occurs when the
cash flow of the borrower is insufficient to service the loan
under its original terms.   The $18.1 million decline in
restructured, accruing loans to $13.8 million at September 30,
1996, when compared to December 31, 1995 levels, is primarily
attributable to the repayment of three multi-family mortgages,
previously acquired by the Registrant in its 1994 merger with
Metro Bancshares Inc.   



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
things, 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.  



During the 1996 third quarter, the provision for loan losses was
$1.5 million as compared to $2.0 million in the 1995 comparable
period.  Net charge-offs aggregated $3.0 million, or .50% of
average net loans, as compared with $3.3 million or .68% of
average net loans during 1995.   The charge-offs recognized
during the quarter resulted primarily from the bulk sale of
nonperforming loans.  The allowance for loan losses at September
30, 1996 was $48.9 million, or 240% of non-performing loans and
2.04% of net loans.  This compares to an allowance for loan
losses of $50.2 million, or 154.1% of non-performing loans, and
2.55% of net loans at December 31, 1995.  While management uses
available information in estimating possible loan losses, future
additions to the allowance may be necessary based on future
changes in economic conditions.  In addition, various regulatory
agencies, as an integral part of their examination process,
periodically review the 

<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



allowance for loan losses.  Such agencies may require the
Registrant to recognize additions to the allowance based on
their judgment of information available to them at the time of
their examinations.  Based on current economic conditions,
management considers the allowance at September 30, 1996 
adequate to cover the possible credit losses inherent in the
loan portfolio.



Securities



A)  Held-to-Maturity Securities



The amortized cost, gross unrealized gains, gross unrealized
losses, and estimated fair values of Held-to-Maturity Securities
were as follows at September 30, 1996 (in thousands):


<TABLE>
<S>                               <C>           <C>         <C>           <C>    
		                                                    Gross      	Gross 	
	                                    Amortized  	Unrealized 	Unrealized   	   Fair 
	                                         Cost 	      Gains   	(Losses) 	     Value 
Mortgage-Backed Securities 	          $246,722 	       $615 	  ($6,336) 	  $241,001 
State and Municipal Obligations 	      122,631 	        299    	(1,969) 	   120,961 
Other Securities 	                         500 	          - 	         - 	       500 
	                                     $369,853 	       $914 	  ($8,305) 	  $362,462 
</TABLE>






                                                                
    

B)  Available-for-Sale Securities



The amortized cost, gross unrealized gains, gross unrealized
losses and estimated fair values of Available-for-Sale
Securities were as follows at September 30, 1996 (in thousands):


<TABLE>
<S>                                   <C>            <C>          <C>        <C>
		                                                         Gross 	     Gross 	
	                                         Amortized  	Unrealized 	Unrealized 	     Fair 
	                                              Cost 	      Gains 	  (Losses) 	     Value 
Mortgage-Backed Securities 	               $841,885 	       $734   	($9,658) 	  $832,961 
U.S. Treasury Securities 	                  118,358 	         14 	   (3,382) 	   114,990 
U.S. Government Agencies' Obligations 	      43,595 	          - 	     (490) 	    43,105 
SBA Securities 	                             26,823 	        110 	       (8) 	    26,925 
Equity Securities 	                          39,580 	      3,445 	     (121) 	    42,904 
	                                        $1,070,241      	$4,303  	($13,659) 	$1,060,885 
</TABLE>




		  

Mortgage-backed securities classified as held-to-maturity
included $.8 million in collateralized mortgage obligations
("CMO") at September 30, 1996.  Mortgage-backed securities
("MBS") classified as available-for-sale included $319.1 million
in collateralized mortgage obligations at September 30, 1996. 
These CMO securities, collateralized by either U.S. Government
Agency MBS's or whole loans, are principally conservative
current pay sequential or PAC structures with a current weighted
average life of 3.1 years.

<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



The prepayment of MBS's, including CMO's, is actively monitored
through the portfolio management function.  The Registrant
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 September 30, 1996, held-to-maturity securities and
available-for-sale securities carried at $636.9 million were
pledged for various purposes as required by law and to secure
securities sold under agreements to repurchase and other
borrowings.



Capital



The Federal Reserve Board has formal capital guidelines which
bank holding companies are required to meet.  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 bank holding companies to maintain a minimum ratio of total
risk based capital to total risk weighted assets of 8.00%,
including a minimum ratio of Tier I capital to risk weighted
assets of 4.00%.	



The following table sets forth the Registrant's regulatory
capital under the rules applicable as of September 30, 1996.  At
such dates the Registrant was in compliance with all applicable
regulatory requirements.

<TABLE>
<S>                                               <C>                <C>         
(dollars in thousands) 	                                      Amount 	  Ratio 
Tier 1 Capital 	                                            $235,540 	 10.13% 
Regulatory Requirement 	                                      93,000   	4.00% 
Excess 	                                                     142,540 	  6.13% 
		

Total Risk Adjusted Capital 	                                264,848  	11.39% 
Regulatory Requirement 	                                     186,000   	8.00% 
Excess 	                                                     $78,848   	3.39% 

		
Risk Weighted Assets 	                                    $2,324,994 	
</TABLE>




		             

The Registrant's leverage ratio at September 30, 1996 was 5.86%.
 The Tier I, total risk based and leverage capital ratios of the
Bank, were 10.0%, 11.26%, and 5.77%, respectively, at September
30, 1996.



The Federal Deposit Insurance Corporation Improvement Act
("FDICIA") became effective December 19, 1991.  FDICIA
substantially revised the depository institution regulatory and
funding provisions of the Federal Deposit Insurance Act and
makes revisions to several other banking statutes.  Among other
things, FDICIA requires the federal banking regulators to take
prompt corrective action on depository institutions that do not
meet minimum capital requirements.  FDICIA establishes five
categories: "well capitalized", "adequately capitalized",
"undercapitalized", "significantly undercapitalized" and
"critically undercapitalized".  Under the regulations, a "well
capitalized" institution has a minimum total risk based capital
to total risk weighted assets of at least 10%, a minimum Tier I
capital to total risk weighted assets of 6%, a minimum leverage
ratio of at least 5% and is not subject to any written order,
agreement or directive.  The Registrant and the Bank are
considered well capitalized.

<PAGE>
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)



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 by 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 Sate Banking Department regulations to the current year's
earnings plus the prior two years' retained net profits. 
Pursuant to this regulation, the Bank had $73.9 million of
retained earnings available for dividends to the Registrant as
of September 30, 1996.



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.



In addition, the Bank has the ability, as a member of the
Federal Home Loan Bank system, to borrow $390.6 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 September 30, 1996, the
Bank had $10 million in such advances with an original maturity
of greater than one year.



The 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 September 24, 1996, the Board of Directors declared a
quarterly cash dividend of 20.0 cents per share.  The dividend
is payable November 15, 1996 to shareholders of record at the
close of business October 24, 1996.
















<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:  November 14, 1996 	                      /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
September 30, 1996
(Unaudited)





<TABLE>
	                                                               
                                                     Three Months Ended           Nine Months Ended
<S>                                          <C>             <C>             <C>             <C>  
     	                                       Sept. 30, 1996 	Sept. 30, 1995 	Sept. 30, 1996 	Sept. 30, 1995 
Net Income 	                                    $13,274,466 	   $14,952,119 	   $44,836,136     $38,682,234 

				
Common Equivalent Shares: 				
Weighted Average Common Shares Outstanding 	     24,132,603      24,751,446 	    24,537,631 	    24,271,687 
Weighted Average Common Equivalent Shares  	        265,060        	150,013 	       221,584 	       119,562 
Weighted Average Common and 
  Common Equivalent Shares 	                     24,397,663 	    24,901,459 	    24,759,215 	    24,391,249 

				
Net Income per Common Equivalent Share 	              $0.54 	         $0.60 	         $1.81 	         $1.59 
</TABLE>