<PAGE>
                       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, 2001
                              ------------------

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

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

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

                                 (631) 844-1004
                                 --------------

                (Company's telephone number, including area code)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:

                      Yes (X)      No ( )

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

CLASS OF COMMON STOCK          NUMBER OF SHARES OUTSTANDING - 11/13/01
---------------------          ---------------------------------------
   $.01 PAR VALUE                            162,313,009


                                        1
<PAGE>
                                      INDEX

PART I. FINANCIAL INFORMATION

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

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

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
        Not Applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
        Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
        Not Applicable.

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

ITEM 5. OTHER INFORMATION
        Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)   The following exhibits are submitted herewith:

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

        (b)   Current Reports on Form 8-K

              1)  Current Report on Form 8-K dated September 17, 2001
                  (announcing that the Company's Board of Directors approved an
                  increase to its previously announced share repurchase program
                  by 5 million shares).

              2)  Current Report on Form 8-K dated September 20, 2001
                  (containing a special message from the Company's Chairman,
                  John A. Kanas regarding the World Trade Center tragedy).

              3)  Current Report on Form 8-K dated October 15, 2001 (announcing
                  the Company's net income for the three and nine months ended
                  September 30, 2001).


                                        2
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                                                      SEPTEMBER 30,        DECEMBER 31,         SEPTEMBER 30,
(in thousands, except per share amounts)                                 2001                  2000                  2000
                                                                      ------------         ------------         -------------
<S>                                                                   <C>                  <C>                  <C>
ASSETS:
Cash & Due from Banks ........................................        $    279,856         $    292,456         $    265,236
Money Market Investments .....................................              22,411               17,578               42,322
Securities:
   Available-for-Sale  ($1,713,614 and $1,701,463 pledged at
      September 30, 2001 and December 31, 2000, respectively)            4,358,279            3,467,663            3,472,720
   Held-to-Maturity  ($526,665 and $722,075 pledged at
       September 30, 2001 and December 31, 2000, respectively)             800,997            1,090,677            1,162,015
                                                                      ------------         ------------         ------------
      Total Securities .......................................           5,159,276            4,558,340            4,634,735
                                                                      ------------         ------------         ------------
Loans ........................................................           9,919,016            9,409,762            9,223,262
  Less: Unearned Income and Fees .............................              11,796               15,049               16,113
        Allowance for Loan Losses ............................              94,245               89,653               88,454
                                                                      ------------         ------------         ------------
                  Net Loans ..................................           9,812,975            9,305,060            9,118,695
                                                                      ------------         ------------         ------------
Goodwill .....................................................             322,977              337,202              336,505
Core Deposit Intangibles......................................               8,317                9,817               10,373

Premises & Equipment .........................................             107,088               96,844               96,084
Accrued Income Receivable ....................................              96,969               96,914               97,952
Other Assets .................................................              98,514              126,751              138,000
                                                                      ------------         ------------         ------------
    Total Assets .............................................        $ 15,908,383         $ 14,840,962         $ 14,739,902
                                                                      ============         ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Demand Deposits ..............................................        $  2,249,498         $  2,025,249         $  1,880,803
Savings Deposits .............................................           2,969,540            2,858,757            2,932,686
NOW and Money Market Deposits ................................           1,517,512            1,370,214            1,149,376
Other Time Deposits ..........................................           2,160,202            2,285,196            2,284,432
Certificates of Deposits, $100,000 and Over ..................           1,075,288              629,779              612,894
                                                                      ------------         ------------         ------------
     Total Deposits ..........................................           9,972,040            9,169,195            8,860,191
                                                                      ------------         ------------         ------------
Federal Funds Purchased & Securities Sold Under
   Agreements to Repurchase ..................................           2,358,782            2,350,882            2,563,682
Other Borrowings .............................................           1,551,788            1,653,265            1,452,712
Brokers Payable ..............................................              64,127                   --                2,155
Accrued Expenses & Other Liabilities .........................             306,663              209,363              204,980
                                                                      ------------         ------------         ------------
      Total Liabilities ......................................        $ 14,253,400         $ 13,382,705         $ 13,083,720
                                                                      ------------         ------------         ------------

Capital Securities ...........................................        $    244,357         $    244,339         $    244,333

STOCKHOLDERS' EQUITY:
Preferred Stock, par value $1.00; authorized 10,000,000
    shares, unissued .........................................                  --                   --                   --
Common stock, par value $0.01; authorized 500,000,000 shares;
    issued 174,580,778 shares at September 30, 2001 ..........               1,746                1,746                1,744
Additional Paid in Capital ...................................             356,451              359,679              356,154
Retained Earnings ............................................           1,286,694            1,147,375            1,101,148
Accumulated Other Comprehensive Income/(Loss) ................              41,425                9,694              (18,361)
Deferred Compensation ........................................             (27,770)             (32,474)             (25,504)
Treasury Stock at cost; 12,369,271 shares at September 30, 2001           (247,920)            (272,102)              (3,332)
                                                                      ------------         ------------         ------------
      Total Stockholders' Equity .............................           1,410,626            1,213,918            1,411,849
                                                                      ------------         ------------         ------------
      Total Liabilities and Stockholders' Equity .............        $ 15,908,383         $ 14,840,962         $ 14,739,902
                                                                      ============         ============         ============
</TABLE>


See Accompanying Notes to Consolidated Financial Statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                          ----------------------------  ----------------------------
                                                          SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
(in thousands, except per share amounts)                      2001            2000           2001          2000
                                                          -------------  -------------  -------------  -------------
<S>                                                       <C>            <C>            <C>            <C>
INTEREST INCOME:
Loans ................................................      $ 196,231      $ 187,251      $ 586,616      $ 538,097
Mortgage-Backed Securities ...........................         71,268         67,705        194,014        210,165
Other Securities .....................................          9,291         12,772         31,665         35,785
U.S. Treasury & Government Agency Securities .........          2,022          2,700          6,163          7,825
State & Municipal Obligations ........................          2,101            963          6,263          2,811
Money Market Investments .............................            419            583          1,960          2,600
                                                            ---------      ---------      ---------      ---------
Total Interest Income ................................        281,332        271,974        826,681        797,283
                                                            ---------      ---------      ---------      ---------

INTEREST EXPENSE:
Savings, NOW and Money Market Deposits ...............         20,282         19,909         65,349         58,727
Other Time Deposits ..................................         26,574         30,007         88,750         86,484
Certificates of Deposit, $100,000 and Over ...........         10,743          8,804         31,743         23,681
Federal Funds Purchased & Securities Sold Under
   Agreements to Repurchase ..........................         26,422         42,518         80,075        114,825
Other Borrowings .....................................         19,969         20,721         66,110         71,255
                                                            ---------      ---------      ---------      ---------
   Total Interest Expense ............................        103,990        121,959        332,027        354,972
                                                            ---------      ---------      ---------      ---------
   Net Interest Income ...............................        177,342        150,015        494,654        442,311
Provision for Loan Losses ............................          4,500          2,250         12,250         13,500
                                                            ---------      ---------      ---------      ---------
   Net Interest Income after Provision for Loan Losses        172,842        147,765        482,404        428,811
                                                            ---------      ---------      ---------      ---------


NON-INTEREST INCOME:
Customer Related Fees and Service Charges ............         14,779         12,464         41,863         34,698
Investment Management, Commissions & Trust Fees ......          4,281          4,850         12,289         14,207
Mortgage Banking Operations ..........................          1,133            964          3,220          2,761
Check Cashing Fees ...................................            742            729          2,329          2,009
Other Operating Income ...............................          2,186          3,080          7,181          8,430
Net Securities Gains/(Losses) ........................          1,802          5,532          7,010         (3,069)
Trading Income .......................................             --             --          7,943
Gain on Sale of Branch Facilities ....................             --          2,657             --         13,049
Gain on Sale of Loans ................................             --             --             --          2,303
                                                            ---------      ---------      ---------      ---------
     Total Non-Interest Income .......................         24,923         30,276         81,835         74,388
                                                            ---------      ---------      ---------      ---------

NON-INTEREST EXPENSE:
Employee Compensation and Benefits ...................         33,042         28,542         92,723         84,879
Occupancy and Equipment, net .........................         10,614          9,627         31,197         27,411
Amortization of Goodwill .............................          4,977          5,114         14,922         12,990
Amortization of Core Deposit Intangibles .............            500            557          1,500          1,670
Capital Securities Costs .............................          5,140          5,140         15,420         14,914
Other Operating Expenses .............................         13,944         12,040         39,775         34,572
Dime Related Expenses ................................             --          5,200             --         13,500
Merger Related Restructure Charge ....................             --             --             --         50,499
                                                            ---------      ---------      ---------      ---------
    Total Non-Interest Expense .......................         68,217         66,220        195,537        240,435
                                                            ---------      ---------      ---------      ---------
Income Before Income Taxes ...........................        129,548        111,821        368,702        262,764
Provision for Income Taxes ...........................         44,694         39,137        127,202        102,150
                                                            ---------      ---------      ---------      ---------
     Net Income ......................................      $  84,854      $  72,684      $ 241,500      $ 160,614
                                                            =========      =========      =========      =========

PER SHARE:
Earnings Per Share - Basic ...........................      $    0.53      $    0.42      $    1.51      $    0.95
Earnings Per Share - Diluted .........................      $    0.53      $    0.42      $    1.50      $    0.95
Cash Dividends .......................................      $    0.21      $    0.18      $    0.63      $    0.54

Weighted Average Shares Outstanding - Basic ..........        159,682        171,951        159,429        168,659
Weighted Average Shares Outstanding - Diluted ........        161,602        173,213        161,264        169,856
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,                                           2001                 2000
                                                                              -----------           -----------
<S>                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .............................................................      $   241,500           $   160,614
ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses ..............................................           12,250                13,500
Depreciation and Amortization ..........................................           12,476                11,079
Amortization of Goodwill & Core Deposit Intangibles ....................           16,422                14,660
Amortization of Securities Premiums ....................................            6,559                 4,137
Accretion of Discounts and Net Deferred Loan Fees ......................          (25,605)              (16,138)
Securities (Gains)/Losses, net .........................................           (7,010)                3,069
Gain on Sale of Branch Facilities ......................................               --               (13,049)
Gain on Sale of Loans ..................................................               --                (2,303)
Other, net .............................................................           71,544                (7,738)
                                                                              -----------           -----------
    Net Cash Provided by Operating Activities ..........................          328,136               167,831
                                                                              -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Securities Held-to-Maturity ...............................           (5,057)              (16,212)
Maturities, Redemptions, Calls and Principal Repayments on
    Securities Held-to-Maturity ........................................          188,855               204,767
Purchases of Securities Available-for-Sale .............................       (1,657,391)             (511,207)
Proceeds from Sales of Securities Available-for-Sale ...................          198,055             1,637,048
Maturities, Redemptions, Calls and Principal Repayments on
    Securities Available-for-Sale ......................................          837,633               354,615
Loans Originated, net of principal repayments and charge-offs ..........         (578,062)             (598,303)
Proceeds from the Sale of Loans ........................................           67,544               261,485
Transfers to Other Real Estate, net of sales ...........................               51                   236
(Purchases)/Sales of Premises and Equipment, net .......................          (18,690)               14,603
Purchase Acquisition, net of cash acquired .............................               --                36,858
                                                                              -----------           -----------
    Net Cash (Used in)/Provided by Investing Activities ................         (967,062)            1,383,890
                                                                              -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase/(Decrease) in Customer Deposit Liabilities ................          802,845              (282,951)
Net Decrease in Borrowings .............................................          (93,577)           (1,266,810)
Purchase of Treasury Stock .............................................           (8,051)              (10,216)
Exercise of Options and Common Stock Sold for Cash .....................           27,008                 3,042
Cash Dividends Paid ....................................................          (97,066)              (90,429)
                                                                              -----------           -----------
    Net Cash Provided by/(Used in) Financing Activities ................          631,159            (1,647,364)
                                                                              -----------           -----------
    Net Decrease in Cash and Cash Equivalents ..........................           (7,767)              (95,643)

Cash and Cash Equivalents at Beginning of the Period ...................          310,034               403,201
                                                                              -----------           -----------
Cash and Cash Equivalents at End of the Period .........................      $   302,267           $   307,558
                                                                              ===========           ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash Paid During the Period for:
    Interest Expense ...................................................          336,341               347,903
                                                                              ===========           ===========
    Income Taxes .......................................................           86,255                44,912
                                                                              ===========           ===========
Securities Transferred from Held-to-Maturity to Available-for-Sale
    in Accordance with SFAS 133 ........................................          119,578                    --
                                                                              ===========           ===========
During the Period the Company Purchased Various Securities which
    Settled in the Subsequent Period ...................................           64,127                    --
                                                                              ===========           ===========
In February 2000, the Company acquired all of the outstanding common
stock of Reliance Bancorp, Inc.  Each share of Reliance's common stock
was exchanged for 2.0 shares of the Company's common stock .............
Noncash activity related to the Reliance acquisition not reflected above
for the nine months ended September 30, 2000 is as follows:
Fair Value of Assets Acquired ..........................................               --           $ 2,340,970
Intangible Assets ......................................................               --               285,693
Common Stock Issued ....................................................               --              (332,947)
                                                                              -----------           -----------
Liabilities Assumed ....................................................      $         0           $ 2,293,716
                                                                              ===========           ===========
</TABLE>


See Accompanying Notes to Consolidated Financial Statements


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

<TABLE>
<CAPTION>
(Dollars in thousands, except per share amounts)
                                                                             Additional                     Other
                                                                 Common       Paid in       Retained    Comprehensive
                                                                  Stock       Capital       Earnings        Income
                                                              -----------   -----------   -----------   -------------
<S>                                                           <C>           <C>           <C>           <C>
Balance, December 31, 1999 .................................  $     1,931   $   560,979   $ 1,026,546   $   (37,818)
Net Income .................................................           --            --       160,614            --
Cash Dividends ($.54 per share) ............................           --            --       (93,946)           --
Cash Dividends-Acquired Company ............................           --            --        (4,718)           --
Issuance of Stock-Reliance Acquisition (17,120,638 shares) .           --       (38,989)           --            --
Fair Value of Options-Reliance Acquisition .................           --        14,075            --            --
Issuance of Stock (183,371 shares) .........................            2         2,986            --            --
JSB Common Stock Retired (19,687,149 shares) ...............         (197)     (184,871)       13,539            --
Purchases of Treasury Stock (636,300 shares) ...............           --            --            --            --
Restricted Stock Activity, net .............................           --             2            --            --
Stock Based Compensation Activity, net .....................            8         1,972          (887)           --
Adjustment to Unrealized Gains/(Losses) on Securities
   Available-for-Sale, net of taxes ........................           --            --            --        19,457
                                                              -----------   -----------   -----------   -----------
Balance, September 30, 2000 ................................  $     1,744   $   356,154   $ 1,101,148   $   (18,361)
                                                              ===========   ===========   ===========   ===========

Balance, December 31, 2000 .................................  $     1,746   $   359,679   $ 1,147,375   $     9,694
Net Income .................................................           --            --       241,500            --
Cash Dividends ($.63 per share) ............................           --            --      (102,181)           --
Issuance of Stock (120,814 shares) .........................           --           971            --            --
Purchases of Treasury Stock (313,900 shares) ...............           --            --            --            --
Restricted Stock Activity, net .............................           --            19            --            --
Stock Based Compensation Activity, net .....................           --        (4,218)           --            --
Accumulated Other Comprehensive Income .....................           --            --            --        31,731
                                                              -----------   -----------   -----------   -----------
Balance, September 30, 2001 ................................  $     1,746   $   356,451   $ 1,286,694   $    41,425
                                                              ===========   ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
(Dollars in thousands, except per share amounts)

                                                                Deferred     Treasury
                                                              Compensation      Stock       Total
                                                              ------------  -----------   -----------
<S>                                                           <C>           <C>           <C>
Balance, December 31, 1999 .................................  $    (28,007)  $ (524,533)  $   999,098
Net Income .................................................           --            --       160,614
Cash Dividends ($.54 per share) ............................           --            --       (93,946)
Cash Dividends-Acquired Company ............................           --            --        (4,718)
Issuance of Stock-Reliance Acquisition (17,120,638 shares) .           --       357,861       318,872
Fair Value of Options-Reliance Acquisition .................           --            --        14,075
Issuance of Stock (183,371 shares) .........................           --            54         3,042
JSB Common Stock Retired (19,687,149 shares) ...............           --       171,529            --
Purchases of Treasury Stock (636,300 shares) ...............           --       (10,216)      (10,216)
Restricted Stock Activity, net .............................        2,503          (349)        2,156
Stock Based Compensation Activity, net .....................           --         2,322         3,415
Adjustment to Unrealized Gains/(Losses) on Securities
   Available-for-Sale, net of taxes ........................           --            --        19,457
                                                              -----------   -----------   -----------
Balance, September 30, 2000 ................................  $   (25,504)  $    (3,332)  $ 1,411,849
                                                              ===========   ===========   ===========

Balance, December 31, 2000 .................................  $   (32,474)  $  (272,102)  $ 1,213,918
Net Income .................................................           --            --       241,500
Cash Dividends ($.63 per share) ............................           --            --      (102,181)
Issuance of Stock (120,814 shares) .........................           --         2,406         3,377
Purchases of Treasury Stock (313,900 shares) ...............           --        (8,051)       (8,051)
Restricted Stock Activity, net .............................        4,704          (981)        3,742
Stock Based Compensation Activity, net .....................           --        30,808        26,590
Accumulated Other Comprehensive Income .....................           --            --        31,731
                                                              -----------   -----------   -----------
Balance, September 30, 2001 ................................  $   (27,770)  $  (247,920)  $ 1,410,626
                                                              ===========   ===========   ===========
</TABLE>


See Accompanying Notes to Consolidated Financial Statements


                                       6
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)

                                                           Three Months Ended             Nine Months Ended
                                                      -----------------------------  -----------------------------
                                                      SEPTEMBER 30,   September 30,  SEPTEMBER 30,   September 30,
                                                           2001           2000            2001           2000
                                                      -------------   -------------  -------------   -------------
<S>                                                   <C>             <C>            <C>             <C>
Net Income .........................................      $  84,854       $  72,684      $ 241,500       $ 160,614
Other Comprehensive Income, net of taxes:
    Cash Flow Hedges(1):
        Net Derivative Gains/(Losses) ..............        (15,681)             --        (16,526)             --
        Reclassification Adjustment - Net Derivative
          Gains ....................................             --              --          1,232              --
    Securities Available-for-Sale:
        Unrealized (Losses)/Gains ..................         32,873          26,670         51,617          17,462
        Less: Reclassification of Realized
          Gains/(Losses) ...........................          1,180           3,596          4,592          (1,995)
                                                          ---------       ---------      ---------       ---------
Other Comprehensive Income .........................         16,012          23,074         31,731          19,457
                                                          ---------       ---------      ---------       ---------
Comprehensive Income ...............................      $ 100,866       $  95,758      $ 273,231       $ 180,071
                                                          =========       =========      =========       =========
</TABLE>

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


                                       7
<PAGE>
                         NORTH FORK BANCORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           SEPTEMBER 30, 2001 AND 2000

FORWARD LOOKING STATEMENTS
--------------------------

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


      --    Projections of revenues, income, earnings per share, capital
            expenditures, dividends, capital structure, or other financial
            items;

      --    Descriptions of plans or objectives of management for future
            operations, products, or services, including pending acquisition
            transactions;

      --    Forecasts of future economic performance; and

      --    Descriptions of assumptions underlying or relating to any of the
            foregoing.

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

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

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

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

THE COMPANY
-----------

      North Fork Bancorporation, Inc. (the "Company") is a $16.0 billion
multi-bank holding company headquartered in Melville, New York. The Company's
primary bank subsidiary, North Fork Bank ("North Fork"), operates through 165
full-service retail-banking facilities located in the New York metropolitan area
(with 20 located in the borough of Manhattan), one of the most densely populated
and wealthiest markets in the nation. On November 9, 2001 the Company completed
its acquisition of Commercial Bank of New York, for approximately $175 million
in cash (See Completed Business Combinations section of Management's Discussion
and Analysis for a further discussion). North Fork focuses on providing superior
customer service to both personal and commercial clients by offering the
convenience of electronic banking as well as an array of financial products and
brokerage/investment management services through its non-bank subsidiaries,
Compass Investment Services Corp. ("Compass") and Amivest Corporation
("Amivest"). The Company's other bank subsidiary, Superior Savings of New
England, N.A. ("Superior"), a nationally chartered bank headquartered in the
Connecticut county of New Haven, operates from two locations, where it currently
conducts an electronic banking operation focused on gathering deposits
throughout the northeast.

      The terrorist attacks in New York City and Washington D.C. on September
11, 2001, have had a widespread disruptive impact on economic activity in New
York City as well as the United States generally. The Company's retail banking
franchise as well as a substantial portion of its loan customers are located in
the New York metropolitan area. While the Company has experienced minimal
disruption to its own operations and banking systems as a result of the
September 11 terrorist attacks, these events and any related incidents of war,
terrorism or hostilities in the United States or worldwide could have an adverse
impact on economic conditions in the New York metropolitan area or the United
States generally. Any such adverse future economic impact could, in turn,
adversely affect the company's business and results of operations.

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


                                       8
<PAGE>
      Results of operations for the three and nine month periods ended September
30, 2001 are not necessarily indicative of the results of operations which may
be expected for the full year 2001 or any other interim periods.

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

RECENT ACCOUNTING DEVELOPMENTS
------------------------------

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
------------------------------------------------------------

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

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

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

BUSINESS COMBINATIONS
---------------------

      In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141 "Business Combinations" ("SFAS 141") effective June 30, 2001. SFAS 141
addresses financial accounting and reporting for business combinations and
requires the use of the purchase method of accounting for all business
combinations; the use of the pooling-of-interests method of accounting is
eliminated for transactions initiated after June 30, 2001. SFAS 141 also
establishes guidelines as to how the purchase method is to be applied. This
guidance is similar to that previously contained in APB opinion No. 16, however,
SFAS 141 establishes additional disclosure requirements for transactions
occurring after the effective date. The principals of SFAS 141 and SFAS 142 will
be applied to the recent CBNY acquisition - See Completed Business combinations
described elsewhere herein.

GOODWILL AND OTHER INTANGIBLE ASSETS
------------------------------------

      In July 2001, the FASB also issued Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142
addresses the initial recognition and measurement of intangible assets acquired
individually or as part of a group of other assets not constituting a business
combination (SFAS 141 addresses the initial recognition and measurement of
goodwill and other intangible assets acquired in a business combination).

      In accordance with the provisions of SFAS 142, amortization will cease
effective January 1, 2002 on all goodwill identified as having an indefinite
useful life. Goodwill identified as such will be assessed for impairment on an
annual basis, by applying a fair-value based test as defined in the Statement.
SFAS 142 also provides additional guidance on acquired intangibles that should
be separately recognized and amortized over their estimated useful lives. Such
intangible assets remain subject to the impairment provisions of SFAS 121.


                                       9
<PAGE>
      Assuming the standards set forth in SFAS 142 were effective at the
beginning of the current year, net income and earnings per share for the three
and nine months ended September 30, 2001 would have been $89.7 million or
diluted earnings per share of $.56 and $256.0 million or diluted earnings per
share of $1.59, respectively. Additionally, SFAS 142 requires that the Company
complete an initial goodwill impairment assessment on all goodwill recognized in
its consolidated financial statements as of the statements effective date to
determine if a transition impairment charge needs to be recognized. Management
does not anticipate that the assessment will result in a transition impairment
charge.


MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------

COMPLETED BUSINESS COMBINATION
------------------------------

      Commercial Bank of New York
      ---------------------------

            On November 9, 2001, the Company completed its acquisition of
Commercial Bank of New York ("CBNY"), for approximately $175 million in cash.
The Federal Reserve Board conditioned its approval on the Company's compliance
with commitments made in connection with its application, including
representation that substantially all of CBNY's international business would be
transferred to other entities not affiliated with North Fork or discontinued
prior to closing.

            On October 11, 2001, CBNY agreed to the issuance of "cease and
desist orders" by the Federal Deposit Insurance Corporation ("FDIC") and the New
York State Banking Department ("NYSBD") and an "assurance of discontinuation" by
the New York Attorney General's Office. These enforcement orders, which arose
out of governmental investigations into the international operations of CBNY,
required the bank to strengthen its compliance policies and procedures, internal
controls and reporting in connection with its international banking activities
and customers. These compliance directives will not apply to North Fork. The
enforcement orders also required CBNY to pay a total of $5.0 million in fines
and other payments, ($4.25 million under the NYSBD's order and $750,000 under
the New York Attorney General's order).

            In connection with the issuance of these enforcement orders, North
Fork entered into an agreement with CBNY's principal shareholder, Mr. Gabriel
Safdie. Under the terms of the agreement, the amount payable to Mr. Safdie by
North Fork at closing was reduced by $7.25 million. This amount represented the
$5.0 million in fines and assessments paid by CBNY under the enforcement orders
described above, plus $2.25 million in additional expenses incurred in
connection with the underlying investigations and the delay in completing the
Acquisition. Additionally, Mr. Safdie has agreed with North Fork to hold back
additional funds against any possible future actions. The agreement did not
affect the cash consideration of $32 per share paid by the Company to all other
CBNY shareholders.

            The Company's operating results for the remainder of 2001 will not
be materially affected by the acquisition. At September 30, 2001, CBNY's
remaining domestic operations consist of approximately $1.1 billion in total
assets, $.3 billion in loans, $1 billion in deposit liabilities, and $113
million in shareholders equity. CBNY operated from 14 retail banking facilities,
including 11 in the New York City borough of Manhattan.

            The excess of cost the fair market value of the acquired domestic
business approximated $75 million at the closing date. Management expects to
assign a major portion of the excess of cost to goodwill and substantially all
of the remaining amount to core deposit intangibles in accordance with the
provisions of SFAS 142 previously described. CBNY's operating results for the
nine months ended September 30, 2001, were not significant to the company and
not representative due to the divestiture of its international business.


                                       10
<PAGE>
OVERVIEW
--------

      The following table sets forth selected financial highlights for the three
and nine month periods ended September 30, 2001 and 2000, respectively. The
succeeding discussion and analysis describes the changes in components of
operating results giving rise to net income.

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                   -------------------------------     -------------------------------
                                                   SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,
(in thousands, except ratios & per share amounts)       2001             2000              2001              2000
                                                   -------------     -------------     -------------     -------------
<S>                                                <C>               <C>               <C>               <C>
EARNINGS:
    Net Income ..............................        $    84,854       $    72,684       $   241,500       $   160,614
                                                     -----------       -----------       -----------       -----------
PER SHARE:
    Earnings Per Share - Basic ..............        $      0.53       $      0.42       $      1.51       $      0.95
    Earnings Per Share - Diluted ............        $      0.53       $      0.42       $      1.50       $      0.95
    Cash Dividends ..........................        $      0.21       $      0.18       $      0.63       $      0.54
    Dividend Payout Ratio(1).................              39.62%            42.86%            42.00%            57.51%
    Book Value ..............................        $      8.70       $      8.11       $      8.70       $      8.11
    Average Equivalent Shares - Basic .......            159,682           171,951           159,429           168,659
    Average Equivalent Shares - Diluted .....            161,602           173,213           161,264           169,856
                                                     -----------       -----------       -----------       -----------
SELECTED RATIOS:
    Return on Average Total Assets(1)........               2.13%             1.97%             2.11%             1.48%
    Return on Average Stockholders' Equity(1)              24.13%            20.28%            23.95%            16.13%
    Core Efficiency Ratio ...................              33.24%            34.66%            33.92%            34.26%
    Net Interest Margin .....................               4.87%             4.41%             4.74%             4.40%
                                                     ===========       ===========       ===========       ===========
</TABLE>

(1)   Return on average total assets and average stockholders' equity, excluding
      merger related expenses and other special items was 1.84% and 20.49% for
      the nine months ended September 30, 2000, respectively. The dividend
      payout ratio, excluding merger related expenses and other special items
      was 45% for the nine months ended September 30, 2000.


      The Company reported net income for the quarter ended September 30, 2001
of $84.9 million, or diluted earnings per share of $.53 as compared to earnings
of $72.7 million, or diluted earnings per share of $.42 for the quarter ended
September 30, 2000. Cash earnings per share in the current quarter were $.56
compared to $.45 in the prior year quarter, an increase of 24%.

      Net income for the nine months ended September 30, 2001, was $241.5
million or diluted earnings per share of $1.50 as compared to earnings of $160.6
million, or diluted earnings per share of $.95 for the nine months ended
September 30, 2000. Cash earnings per share for the nine months ended September
30, 2001 were $1.60 compared to $1.03 for the prior nine month period. Net
income and diluted earnings per share for the nine month period ended September
30, 2000 when adjusted for the recognition of merger related restructuring costs
and other items associated with the JSB merger, Dime related acquisition
expenses and net securities losses, partially offset by gains recognized for the
sale of certain branch facilities, was $204 million or diluted earnings per
share of $1.20 ($1.28 cash earnings per share).

      On September 25, 2001, the Board of Directors declared a regular quarterly
cash dividend of $.21 per common share. The dividend is payable November 15,
2001 to shareholders of record at the close of business October 26, 2001.

On September 17, 2001 the Board of Directors approved an increase to its
previously announced common share repurchase program by 5 million shares (See
the Capital section of Management's Discussion and Analysis for additional
information).

NET INTEREST INCOME
-------------------

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

      Net interest income for the three months ended September 30, 2001
increased $27.3 million, or 18.2 %, to $177.3 million, when compared to $150.0
million in the comparable prior year quarter. The net interest margin during the
most recent quarter improved by 46 basis points to 4.87% from4.41% for the third
quarter of 2000. The improvement in both net interest income and the net
interest margin resulted from management's successful execution of its
asset/liability management strategy. This strategy included increasing the level
of higher yielding loans, positioning its borrowings to benefit from lower
market interest rates and growing core deposits. Additionally, net interest
income was positively impacted by management's decision during the latter part
of the second quarter to leverage its capital position by purchasing
approximately $930 million in available-for-sale securities funded with a blend
of borrowings and deposits.


                                       11
<PAGE>
      Interest income increased $9.3 million, or 3.4 %, to $281.3 million, when
compared to $272.0 million in the comparable prior year quarter. Contributing to
this improvement was an increase in average interest earning assets resulting
from the aforementioned leverage strategy and a shift in the composition of
interest earning assets to higher yielding loans. The yield on average interest
earning assets declined 26 basis points to 7.65%, when compared to 7.91% for the
third quarter of 2000. The decline in yields resulted from the current downward
trend in market interest rates.

      Average loans for the third quarter of 2001 increased $747.5 million or
8.2%, to $9.9 billion, when compared to September 30, 2000 levels. The yield on
average loans declined 28 basis points to 7.89% for the third quarter 2001. The
Company has experienced strong growth in the commercial, commercial real estate,
construction and land development and consumer segments of the loan portfolio,
while multi-family mortgages declined from a year ago. Average loans represented
66.6% of average interest earning assets as compared to 66.0% in the comparable
prior year period. Reductions in both short-term interest rates and the prime
rate of interest should continue to have a favorable impact on loan growth, but
will continue to lower loan yields during the remainder of 2001.

      Average securities increased $233.3 million, or 5.0%, when compared to the
third quarter of 2000, while the yield declined 21 basis points to 7.22%, when
compared to the third quarter of 2000. The modest growth in average securities
resulted from management's decision to purchase $930 million in
available-for-sale securities, during the latter part of the second quarter, as
part of its capital management strategy. Offsetting the effects of this decision
was the continued reinvestment of a substantial portion of the securities
portfolio cash flows into higher yielding loans during the past twelve months.
The yield on the securities portfolio has been and will continue to be
negatively impacted in the near term by lower market interest rates.

      Interest expense declined $18.0 million, or 14.7%, to $104.0 million
during the third quarter of 2001 when compared to $122.0 million in 2000. This
decline was attributable to a 90 basis point reduction in cost of funds to
3.51%. This improvement resulted primarily from lower short-term market interest
rates and growth in core deposits (both demand and interest bearing), thereby
reducing the level of higher costing wholesale borrowings.

      Average savings, NOW, and money market deposits, which represent a stable
funding source, increased $619.3 million to $4.7 billion with a cost of funds of
1.70% for the 2001 third quarter from $4.1 billion, costing 1.93% during the
third quarter of 2000. At September 30, 2001, demand deposits represented 22.6%
of total deposits, as compared to 21.2% at September 30, 2000. Core deposit
growth resulted from the Company's expanded presence in the Manhattan
marketplace, an emphasis on developing deposit relationships with borrowers and
introducing new products and services to meet the needs of commercial
customers. In addition, the use of incentive compensation plans and the
conversion of previously acquired savings bank locations into full service
commercial bank branches positively impacted deposit levels.

      Average time deposits increased $337.6 million or 11.5% to $3.3 billion at
a cost of funds of 4.52% during the third quarter of 2001 from $2.9 billion
costing 5.25% during the third quarter of 2000. The 73 basis point decline in
the cost of funds reflects the precipitous decline in short-term market
interest rates. The Company's cost of funds for time deposits should continue
to reset downward in the near term due to the lagging nature of price resets
associated with these deposits.

      Average borrowings declined $209.9 million or 5.3% to $3.7 billion, while
borrowing costs have declined 144 basis points or 22.7%. The decisions made in
2000 to maintain a higher relative level of short-term borrowings has had a
positive impact on the net interest margin during the first nine months of 2001,
as many of these instruments have reset to lower market interest rates. These
factors will continue to have a positive impact during 2001 as market interest
rates continue to decline and the rates on the borrowings reset downward.
However, further reductions in borrowing costs will be more moderate as
management has extended the maturities on a portion of its borrowings to
provide protection against the eventual reversal of this interest rate trend.
At September 30, 2001, the weighted average maturity of other borrowings was
2.6 years.

      Subsequent to September 30, 2001, the Federal Reserve Board continued to
reduce short-term interest rates to the present federal funds level of 2% and a
Prime Rate of 5% at November 13, 2001. These rate reductions were undertaken in
order to provide economic stimulus to the weakening economy. While there can be
no assurance as to the actual long-term impact these rate reductions will have
on the Company's level of net interest income and net interest margins, it is
presently anticipated that given the pricing sensitivity and asset/liability
mix of the Company's balance sheet, the net interest margin should continue to
improve in the fourth quarter and stabilize during 2002.


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


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                        NINE MONTHS ENDED
                                                           2001 VS. 2000                             2001 VS. 2000
                                                --------------------------------------      ------------------------------------
                                                             CHANGE IN                                 CHANGE IN
                                                AVERAGE       AVERAGE    NET  INTEREST      AVERAGE     AVERAGE     NET INTEREST
 (in thousands)                                  VOLUME         RATE        INCOME           VOLUME       RATE         NCOME
                                                --------     ---------   -------------      --------   ---------    ------------
<S>                                             <C>          <C>         <C>                <C>        <C>          <C>
INTEREST INCOME FROM EARNING ASSETS:
Securities ................................     $  4,204      ($ 2,205)       $  1,999      ($14,510)   $    731        ($13,779)
Loans, net ................................       15,376        (6,422)          8,954        52,328      (3,866)         48,462
Money Market Investments ..................          110          (354)           (244)         (323)       (733)         (1,056)
                                                --------      --------        --------      --------    --------        --------
   Total Interest Income ..................       19,690        (8,981)         10,709        37,495      (3,868)         33,627
                                                --------      --------        --------      --------    --------        --------

INTEREST EXPENSE ON LIABILITIES:
Savings, NOW & Money Market Deposits ......        2,839        (2,466)            373         6,711         (89)          6,622
Time Deposits .............................        3,975        (5,469)         (1,494)       10,705        (377)         10,328
Federal Funds Purchased and Securities Sold
  Under Agreements to Repurchase ..........       (7,267)       (8,829)        (16,096)      (20,985)    (13,765)        (34,750)
Other Borrowings ..........................        8,823        (9,575)           (752)        2,395      (7,540)         (5,145)
                                                --------      --------        --------      --------    --------        --------
   Total Interest Expense .................        8,370       (26,339)        (17,969)       (1,174)    (21,771)        (22,945)
                                                --------      --------        --------      --------    --------        --------
Net Change in Net Interest Income .........     $ 11,320      $ 17,358        $ 28,678      $ 38,669    $ 17,903        $ 56,572
                                                ========      ========        ========      ========    ========        ========
</TABLE>

(1)   The above table is presented on a tax equivalent basis.

(2)   Non-accrual loans are included in average loans, net of unearned income.


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

NET INTEREST INCOME (CONTINUED)
-------------------------------

      The following tables present an analysis of net interest income by each
major category of interest earning assets and interest bearing liabilities for
the three and nine month periods ended September 30, 2001 and 2000,
respectively.

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30,                                  2001                               2000
                                                          ---------------------------------  ---------------------------------
                                                            AVERAGE                 AVERAGE    AVERAGE                 AVERAGE
 (dollars in thousands )                                    BALANCE      INTEREST    RATE      BALANCE      INTEREST     RATE
                                                          -----------    ---------  -------  -----------    ---------  -------
<S>                                                       <C>            <C>        <C>      <C>            <C>        <C>
INTEREST EARNING ASSETS:
Securities........................................        $ 4,900,224    $  89,205    7.22%  $ 4,666,907    $  87,206   7.43%
Loans, net (1)....................................          9,881,877      196,436    7.89%    9,134,407      187,482   8.17%
Money Market Investments..........................             48,941          464    3.76%       41,582          708   6.77%
                                                          -----------    ---------           -----------    ---------
  Total Interest Earning Assets...................         14,831,042      286,105    7.65%   13,842,896      275,396   7.91%
                                                          -----------    ---------           -----------    ---------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks...........................            283,989                            240,632
Other Assets (2)..................................            686,543                            566,656
                                                          -----------                        -----------
  Total Assets....................................        $15,801,574                        $14,650,184
                                                          ===========                        ===========
INTEREST BEARING LIABILITIES:
Savings, NOW and Money Market Deposits............        $ 4,731,692    $  20,282    1.70%  $ 4,112,386    $  19,909   1.93%
Time Deposits.....................................          3,278,046       37,317    4.52%    2,940,404       38,811   5.25%
                                                          -----------    ---------           -----------    ---------
  Total Savings and Time Deposits.................          8,009,738       57,599    2.85%    7,052,790       58,720   3.31%
Federal Funds Purchased and Securities Sold
  Under Agreements to Repurchase..................          2,197,591       26,422    4.77%    2,712,483       42,518   6.24%
Other Borrowings..................................          1,552,276       19,969    5.10%    1,247,272       20,721   6.61%
                                                          -----------    ---------           -----------    ---------
  Total Borrowings................................          3,749,867       46,391    4.91%    3,959,755       63,239   6.35%
                                                          -----------    ---------           -----------    ---------
    Total Interest Bearing Liabilities............        $11,759,605    $ 103,990    3.51%  $11,012,545    $ 121,959   4.41%
                                                          -----------    ---------           -----------    ---------
Rate Spread.......................................                                    4.14%                             3.50%

NON-INTEREST BEARING LIABILITIES:
Demand Deposits...................................        $ 2,144,161                        $ 1,821,494
Other Liabilities.................................            217,413                            181,691
                                                          -----------                        -----------
 Total Liabilities................................         14,121,179                         13,015,730
Capital Securities................................            244,354                            244,330
 Stockholders' Equity.............................          1,436,041                          1,390,124
                                                          -----------                        -----------
  Total Liabilities and Stockholders' Equity......        $15,801,574                        $14,650,184
                                                          ===========                        ===========
Net Interest Income and Net Interest Margin ......                       $ 182,115    4.87%                  $153,437   4.41%
Less: Tax Equivalent Adjustment...................                          (4,773)                            (3,422)
                                                                         ---------                          ---------
     Net Interest Income..........................                       $ 177,342                           $150,015
                                                                         =========                          =========
</TABLE>

(1)   For purposes of these computations, non-accrual loans are included in
      average loans.

(2)   For purposes of these computations, unrealized gains/(losses) on
      available-for-sale securities are recorded in other assets.

(3)   Interest income on a tax equivalent basis includes the additional amount
      of income that would have been earned if investment in tax exempt money
      market investments and securities, state and municipal obligations,
      non-taxable loans, public equity and debt securities, and U.S. Treasuries
      had been made in securities and loans subject to Federal, State, and Local
      income taxes yielding the same after tax income. The tax equivalent amount
      for $1.00 of those aforementioned categories was $1.77, $1.62, $1.55,
      $1.24, and $1.03 for the three months ended September 30, 2001; and $1.75,
      $1.58, $1.55, $1.43, and $1.03 for the three months ended September 30,
      2000.


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

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30,                           2001                                    2000
                                                 -----------------------------------     -----------------------------------
                                                   AVERAGE                   AVERAGE      AVERAGE                    AVERAGE
 (dollars in thousands )                           BALANCE       INTEREST     RATE        BALANCE        INTEREST     RATE
                                                 -----------     --------    -------     -----------     --------    -------
<S>                                              <C>             <C>         <C>         <C>             <C>         <C>
INTEREST EARNING ASSETS:
Securities...................................    $ 4,570,450     $251,747      7.36%     $ 4,831,560     $265,526      7.34%
Loans, net..................................       9,721,748      587,256      8.08%       8,848,247      538,794      8.13%
Money Market Investments.....................         58,963        2,147      4.87%          66,166        3,203      6.47%
                                                 -----------     --------                -----------     --------
  Total Interest Earning Assets..............     14,351,161      841,150      7.84%      13,745,973      807,523      7.85%
                                                 -----------     --------                -----------     --------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks......................
                                                     272,727                                 235,175
Other Assets (2).............................        666,151                                 506,695
                                                 -----------                             -----------
  Total Assets...............................    $15,290,039                             $14,487,843
                                                 ===========                             ===========

INTEREST BEARING LIABILITIES:
Savings, NOW and Money Market Deposits.......    $ 4,528,810     $ 65,349      1.93%     $ 4,060,030     $ 58,727      1.93%
Time Deposits................................      3,214,331      120,493      5.01%       2,926,664      110,165      5.03%
                                                 -----------     --------                -----------     --------
  Total Savings and Time Deposits............      7,743,141      185,842      3.21%       6,986,694      168,892      3.23%

Federal Funds Purchased and Securities Sold
  Under Agreements to Repurchase.............      2,040,968       80,075      5.25%       2,543,779      114,825      6.03%
Other Borrowings.............................      1,650,238       66,110      5.36%       1,519,466       71,255      6.26%
                                                 -----------     --------                -----------     --------
  Total Borrowings...........................      3,691,206      146,185      5.29%       4,063,245      186,080      6.12%
                                                 -----------     --------                -----------     --------
    Total Interest Bearing Liabilities.......    $11,434,347     $332,027      3.88%     $11,049,939     $354,972      4.29%
                                                 -----------     --------                -----------     --------
Rate Spread..................................                                  3.96%                                   3.56%

NON-INTEREST BEARING LIABILITIES:
Demand Deposits..............................    $ 2,030,849                              $1,744,596
Other Liabilities............................        202,743                                 169,107
                                                 -----------                             -----------
 Total Liabilities...........................     13,667,939                              12,963,642
Capital Securities...........................        244,349                                 236,308
 Stockholders' Equity........................      1,377,751                               1,287,893
                                                 -----------                             -----------
  Total Liabilities and Stockholders' Equity.    $15,290,039                             $14,487,843
                                                 ===========                             ===========
Net Interest Income and Net Interest Margin                      $509,123      4.74%                     $452,551      4.40%
Less: Tax Equivalent Adjustment..............                    (14,469)                                (10,240)
                                                                 --------                                --------
     Net Interest Income.....................                    $494,654                                $442,311
                                                                 ========                                ========
</TABLE>

(1)   For purposes of these computations, non-accrual loans are included in
      average loans.

(2)   For purposes of these computations, unrealized gains/(losses) on
      available-for-sale securities are recorded in other assets.

(3)   Interest income on a tax equivalent basis includes the additional amount
      of income that would have been earned if investment in tax exempt money
      market investments and securities, state and municipal obligations,
      non-taxable loans, public equity and debt securities, and U.S. Treasuries
      had been made in securities and loans subject to Federal, State, and Local
      income taxes yielding the same after tax income. The tax equivalent amount
      for $1.00 of those aforementioned categories was $1.77, $1.61, $1.55,
      $1.24, and $1.03 for the nine months ended September 30, 2001; and $1.75,
      $1.58, $1.55, $1.43, and $1.03 for the nine months ended September 30,
      2000.

NON-INTEREST INCOME
-------------------

      Non-interest income, excluding security gains and other non-recurring
items, rose 4.7% to $23.1 million during the most recent quarter as compared to
$22.1 million in the comparable prior year period. The growth was attributable
to a 19% increase in customer related fees and service charges, resulting from
continued growth in core deposits, expansion of the customer base using fee
based services, primarily cash management related services, and changes to the
Company's fee schedules. Offsetting this growth was a decline in investment
management, commissions and trust fees and other operating income. Investment
management, commissions and trust fees continue to be adversely affected by the
recent volatility in the stock market, and declines in mutual fund and annuity
sales activity.

      Security gains recognized during the most recent quarter were $ 1.8
million, as compared with $5.5 million during the comparable period year period.
Security gains recognized during these periods resulted from the sale of equity
positions in certain publicly traded companies.


                                       15
<PAGE>
NON-INTEREST EXPENSE
--------------------

      Non-interest expense, excluding $5.2 million of expenses related to the
proposed acquisition of Dime Bancorp. in the third quarter of 2000, increased $
7.2 million or 11.8% quarter over quarter to $68.2 million. This resulted from
increases of $4.5 million in employee compensation and benefits, $1.0 million in
occupancy and equipment and $1.9 million in other operating expenses. Employee
compensation and benefits rose 15.8% over the comparable prior year period as a
result of increases in incentive based compensation linked to deposit growth and
related fee income, annual merit awards, rising costs associated with providing
employee benefits and the continued expansion in the Manhattan marketplace.
Increases in occupancy and equipment and other operating expenses are partially
due to the Company's de novo growth strategy and other costs associated with new
business initiatives.

      The Company's core efficiency ratio, which represents the ratio of
non-interest expense, excluding other real estate costs and other non-recurring
charges, to net interest income on a tax equivalent basis and non-interest
income, excluding securities gains and losses and other non-recurring income,
was 33.2% in the 2001 third quarter, as compared with 34.7% for the comparable
prior year period. The core efficiency ratio demonstrates management's ability
to maintain a disciplined approach to monitoring its operating structure,
controlling related costs and continuing to grow revenue.


INCOME TAXES
------------

      The effective tax rate for the three and nine month periods ended
September 30, 2001 was 34.5%, as compared to 35%, exclusive of the merger
related restructuring charge, for the three and nine month periods ended
September 30, 2000. Management anticipates that the effective tax rate for the
remainder of 2001 will be approximately 34.5%.


LOAN PORTFOLIO
--------------

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

<TABLE>
<CAPTION>
                                 SEPTEMBER 30,           % OF      DECEMBER 31,         % OF    SEPTEMBER 30,       % OF
(dollars in thousands)                2001               TOTAL          2000            TOTAL       2000            TOTAL
                                 -------------           -----     -----------          ------  -------------       -----
<S>                              <C>                     <C>       <C>                  <C>     <C>                 <C>
Mortgage Loans-Multi-Family ...     $3,278,643            33%       $3,316,894           35%       $3,325,529        36%
Mortgage Loans-Residential ....      2,652,521            27%        2,634,030           28%        2,635,079        29%
Mortgage Loans-Commercial .....      1,624,816            16%        1,503,795           16%        1,457,031        16%
Commercial Loans ..............      1,272,292            13%        1,035,071           11%          921,016        10%
Consumer Loans ................        878,738             9%          778,218            8%          750,240         8%
Construction  and Land Loans ..        212,006             2%          141,754            2%          134,367         1%
                                 -------------           -----     -----------          ------  -------------       -----
                                    $9,919,016           100%       $9,409,762          100%       $9,223,262       100%
Less:  Unearned Income and Fees         11,796                          15,049                        16,113
                                 -------------                     -----------                  -------------
Loans, net ....................     $9,907,220                      $9,394,713                     $9,207,149
                                 -------------                     -----------                  -------------
</TABLE>

      Loans, net of unearned income rose to $700.1 million or 7.6% to $9.9
billion at September 30, 2001, when compared to $9.2 billion at September 30,
2000. The Company has experienced strong growth in the commercial, commercial
real estate, construction and land development and consumer segments of the loan
portfolio, while multi-family mortgages declined from a year ago. Multi-family
production has been impacted by management's decision not to compete with more
aggressive pricing and in some cases relaxed underwriting standards by
competitors. Residential mortgage loans have remained virtually unchanged from a
year ago, however origination volume has remained strong due to the impact
current market interest rates have had on the refinancing activity. Management
anticipates that absolute growth the multi-family and residential mortgage
portfolios will continue to be impacted by the competitive environment that
currently exists.

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

      To minimize the credit risk related to the portfolio's real estate
concentration, management utilizes prudent underwriting standards and
diversifies the type and locations of loans. Multi-family mortgage loans
generally are for $1-5 million and are secured by properties located in the New
York metropolitan area. The multi-family business includes loans on various
types and geographically diverse apartment complexes. These mortgages are
dependent largely on sufficient income to cover operating expenses and may be
affected by government regulation, such as rent control regulations, which could
impact the future cash flows of the property. Since most multi-family mortgages
do not fully amortize, the principal outstanding is not significantly reduced
prior to contractual maturity. The residential mortgage portfolio is comprised
primarily of first mortgage loans on owner occupied 1-4 family residences
located in the Company's market area. The commercial mortgage portfolio contains
loans secured by professional office buildings, retail stores, shopping centers
and industrial developments. Commercial loans consist primarily of loans to
small and medium size businesses, as well as lease finance lending. The
commercial mortgage and commercial loan portfolios do not contain


                                       16
<PAGE>
syndicated loans. Consumer loans are primarily issued to finance new and used
automobiles and are originated through an expanded dealer network. The credit
risk in auto lending is dependent on the creditworthiness of the borrower and
the value of the collateral. The consumer loan portfolio does not contain higher
risk credit card and sub-prime loans. Land loans are used to finance the
acquisition of vacant land for future residential and commercial development.
Construction loans finance the construction and rehabilitation of both
residential, and multi-family projects and to a lessor extent commercial
developments. The construction and land development portfolios do not contain
any higher risk equity participation loans ("AD&C") loans.

      The company does not have any significant loan exposure to industry
segments that have been adversely affected by the tragic events of September 11,
2001, such as travel, hospitality and tourism. Similarly, there has been
minimal affect on the Company's multifamily and residential loan portfolios.

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


ASSET QUALITY
-------------

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

<TABLE>
<CAPTION>
                                                           SEPTEMBER 30,     DECEMBER 31,     SEPTEMBER 30,
(in thousands)                                                  2001             2000             2000
                                                           -------------     ------------     ------------
<S>                                                        <C>               <C>              <C>
Loans Ninety Days Past Due and Still Accruing..........          $ 4,851          $ 5,777         $  5,582
Non-Accrual Loans......................................           11,238            9,144            8,450
                                                           -------------     ------------     ------------
Non-Performing Loans...................................           16,089           14,921           14,032
Other Real Estate......................................              448              499              884
                                                           -------------     ------------     ------------
Non-Performing Assets..................................          $16,537         $ 15,420         $ 14,916
                                                           =============     ============     ============

Allowance for Loan Losses to Non-Performing Loans......             586%             601%             630%
Allowance for Loan Losses to Total Loans, net..........            0.95%            0.95%            0.96%
Non-Performing Loans to Total Loans, net...............            0.16%            0.16%            0.15%
Non-Performing Assets to Total Assets..................            0.10%            0.10%            0.10%
</TABLE>

      Non-performing assets at September 30, 2001, were $16.5 million, remaining
substantially unchanged on a linked quarter basis and increasing modestly when
compared to the December 31, 2000 and September 30, 2000 levels. The
acquisition of CBNY will not materially affect the level of non-performing
assets.


      As depicted in the table above, the level of non-performing loans to total
loans has remained constant as the loan portfolio continues to grow, while
reserve coverage ratios remain adequate. The modest level of non-performing
assets over the past several years is a result of the effectiveness of the
Company's loan administration and workout procedures, as well as a strong local
economy. Non-performing loans at September 30, 2001 consisted of $4.7 million in
consumer loans, $5.7 million in residential mortgages, $3.2 million in
commercial mortgages, and $2.5 million in commercial loans. No assurance can be
given as to the future level of non-performing assets, since the economic
environment, interest rates, and other internal and external factors will
influence these levels. Management recently undertook a comprehensive analysis
of the loan portfolio that did not reveal any significant credit issues directly
attributable to the World Trade Center tragedy.

ALLOWANCE FOR LOAN LOSSES
-------------------------

      The provision for loan losses during the most recent quarter increased
$2.3 million to $4.5 million when compared to $2.3 million for the comparable
prior year period. The increase in the Company's level of provisioning is
consistent with the growth experienced in the loan portfolio during the past
year. For the nine months ended September 30, 2001, the provision declined by
$1.2 million when compared to the comparable prior year period. Reflected in the
prior year period was a special provision of approximately $6.8 million. The
additional provision during 2000 was recognized to conform the provisioning
policies of JSB and Reliance to those of the Company and to restore the
Company's post-merger reserve coverage ratios to approximate pre-merger levels.

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

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


                                       17
<PAGE>
The methodology employed for assessing the appropriateness of the allowance
consists of the following criteria:

      --    Establishing reserve amounts for all specifically identified
            criticized loans, including those arising from business combinations
            and those that have been designated as requiring attention by
            management's internal loan review program, bank regulatory
            examinations or the Company's external auditors.

      --    An average one-year loss factor is applied to smaller balance
            homogenous types of loans not subject to specific review. These
            loans include residential 1-4 family properties and consumer loans.

      --    An allocation to the remaining loans giving effect to historical
            loss experience over several years and linked to cyclical trends.

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

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

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

      --    Regulatory examinations.

      --    The amount and trend of criticized loans.

      --    Actual losses.

      --    Peer comparisons with other financial institutions.

      --    Economic data associated with the real estate market in the
            Company's market area.

      --    Opportunities to dispose of marginally performing loans for cash
            consideration.

      Based upon the process employed and giving recognition to all attendant
factors associated with the loan portfolio, management considers the allowance
for loan losses to be adequate at September 30, 2001.

      The following table represents a summary of the changes in the allowance
for loan losses for the nine months ended September 30, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                             2001              2000
                                                                           --------          --------
(dollars in thousands)
<S>                                                                        <C>               <C>
Balance at Beginning of Year.....................................          $ 89,653          $ 74,525
Provision for Loan Losses........................................            12,250            13,500
Recoveries Credited to the Allowance.............................             5,538             5,244
                                                                           --------          --------
                                                                            107,441            93,269
Losses Charged to the Allowance..................................          (13,196)          (13,884)
Additional Allowance Acquired  in the Reliance Acquisition.......                --             9,069
                                                                           --------          --------
Balance at End of Period.........................................          $ 94,245          $ 88,454
                                                                           ========          ========

Net Charge-Offs to Average Loans, net............................              0.11%             0.13%
</TABLE>


                                       18
<PAGE>
SECURITIES PORTFOLIO
--------------------

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

<TABLE>
<CAPTION>
                                              SEPTEMBER 30, 2001            DECEMBER 31, 2000            SEPTEMBER 30, 2000
                                          -------------------------     -------------------------     --------------------------
AVAILABLE-FOR-SALE                         AMORTIZED         FAIR        AMORTIZED        FAIR         AMORTIZED         FAIR
(in thousands)                                COST          VALUE           COST          VALUE          COST           VALUE
                                          ----------     ----------     ----------     ----------     ----------     -----------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
CMO's Private Issuances .............     $2,196,460     $2,265,224     $1,544,537     $1,576,245     $1,621,918     $1,620,010
CMO's Agency Issuances ..............        784,130        811,326        476,315        486,202        492,945        487,660
Mortgage-Backed Securities ..........        477,825        489,646        553,793        555,470        617,879        608,914
U.S. Government Agencies' Obligations        102,263        103,005        150,200        151,746        133,368        133,481
U.S. Treasury Securities ............          4,932          4,952         20,030         20,050         20,035         19,991
State & Municipal Obligations .......        141,809        144,403         89,664         90,530             --             --
Equity Securities (1) ...............        208,814        210,331        253,405        256,145        268,613        279,760
Other Securities ....................        342,540        329,394        362,711        331,275        350,176        322,904
                                          ----------     ----------     ----------     ----------     ----------     ----------
                                          $4,258,773     $4,358,281     $3,450,655     $3,467,663     $3,504,934     $3,472,720
                                          ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>


<TABLE>
<CAPTION>

HELD-TO-MATURITY                           AMORTIZED        FAIR         AMORTIZED        FAIR         AMORTIZED         FAIR
(in thousands)                                COST          VALUE          COST           VALUE          COST           VALUE
                                          ----------     ----------     ----------     ----------     ----------     ----------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
CMO's Private Issuances .............     $  470,868     $  476,640     $  576,370     $  571,110     $  604,996     $  583,125
CMO's Agency Issuances ..............             --             --         58,988         58,691         73,996         73,218
Mortgage-Backed Securities ..........        249,990        255,137        361,363        357,488        384,131        372,648
State & Municipal Obligations .......         68,844         71,188         78,711         78,982         82,411         81,265
U.S. Government Agencies' Obligations             --             --             24             24             24             24
Other Securities ....................         11,295         11,400         15,221         14,994         16,457         15,959
                                          ----------     ----------     ----------     ----------     ----------     ----------
                                          $  800,997     $  814,365     $1,090,677     $1,081,289     $1,162,015     $1,126,239
                                          ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

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

      The growth in the available-for-sale CMO portfolios resulted from the
aforementioned capital management strategy. Approximately, $930 million of these
securities were purchased during the latter part of the second quarter.

      The strategyfor the securities portfolio is to maintain a short duration,
thereby minimizing exposure to sustained increases in interest rates. This is
achieved primarily through investments in securities with predictable cash
flows and short average lives, and secondly, through the use of certain
adjustable rate investments. The duration of the portfolio at September 30,
2001 was 2.5 years.

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

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

      In connection with the adoption of SFAS 133 in the first quarter of 2001,
management reclassified securities with an amortized cost of $119.6 million and
a fair value of $119.0 million from the held-to-maturity portfolio to the
available-for-sale portfolio.

      At September 30, 2001, securities carried at $3.1 billion were pledged to
secure securities sold under agreements to repurchase, other borrowings, and for
other purposes as required by law. Securities pledged for which the collateral
may be sold or repledged by the secured parties approximated $2.2 billion, while
securities pledged which the secured parties may not sell or repledge
approximated $.9 billion at September 30, 2001.


                                       19
<PAGE>
CAPITAL
-------

      The Company and its banking subsidiaries are subject to the risk based
capital guidelines administered by the bank regulatory agencies. The risk based
capital guidelines are designed to make regulatory capital requirements more
sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Under these guidelines, assets and
off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk weighted assets and off-balance sheet items. The
guidelines require all banks and bank holding companies to maintain a minimum
ratio of total risk based capital to total risk weighted assets of 8%, including
a minimum ratio of Tier I capital to total risk weighted assets of 4% and a Tier
I capital to average assets of 4% ("Leverage Ratio"). Failure to meet minimum
capital requirements can initiate certain mandatory, and possibly additional
discretionary actions by regulators, that, if undertaken, could have a direct
material effect on the Company's financial statements. As of September 30, 2001,
the most recent notification from the various bank regulators categorized the
Company and its banking subsidiaries as well capitalized under the regulatory
framework for prompt corrective action. Under the capital adequacy guidelines, a
well capitalized institution must maintain a minimum total risk based capital to
total risk weighted assets ratio of at least 10%, a minimum Tier I capital to
total risk weighted assets ratio of at least 6%, a minimum leverage ratio of at
least 5% and not be subject to any written order, agreement or directive. There
are no conditions or events since such notification that management believes
have changed this classification.

      The following table sets forth the Company's regulatory capital at
September 30, 2001 and 2000, under the rules applicable at such dates.
Management believes that the Company and its banking subsidiaries meet all
capital adequacy requirements.

<TABLE>
<CAPTION>
                                    SEPTEMBER 30, 2001         SEPTEMBER 30, 2000
                                ------------------------     -----------------------
 (dollars in thousands )          AMOUNT          RATIO        AMOUNT         RATIO
                                ----------        ------     ----------       ------
<S>                             <C>               <C>        <C>              <C>
Tier 1 Capital ............     $1,282,264        13.28%     $1,327,665       15.16%
Regulatory Requirement ....        386,316         4.00%        350,296        4.00%
                                ----------        ------     ----------       ------
Excess ....................        895,948         9.28%        977,369       11.16%
                                ==========        ======      ==========      ======

Total Risk Adjusted Capital     $1,377,105        14.26%     $1,419,715       16.21%
Regulatory Requirement ....        772,632         8.00%        700,592        8.00%
                                ----------        ------     ----------       ------
Excess ....................     $  604,473         6.26%     $  719,123        8.21%
                                ==========        ======      ==========      ======

Risk Weighted Assets ......     $9,657,906                   $8,757,395
                                ==========                   ==========
</TABLE>


      The Company's leverage ratio at September 30, 2001 was 8.29%. The Tier 1,
total risk-based and leverage capital ratios of North Fork were 12.24%, 13.24%,
and 7.60%, respectively, at September 30, 2001.

      The Company's Tier 1, total risk based and leverage capital ratios on a
proforma basis to include CBNY at September 30, 2001, were 11.61%, 12.59% and
7.20% respectively.

      On September 25, 2001, the Board of Directors declared a regular quarterly
cash dividend of $.21 per common share. The dividend is payable November 15,
2001 to shareholders of record at the close of business October 26, 2001.

      On September 17, 2001, the Board of Directors approved an increase to its
previously announced share repurchase program by 5 million shares brining the
total remaining shares authorized for repurchase to approximately 8 million, or
5% of the Company's common shares outstanding. The Board had previously approved
the repurchase of up to 17.1 million or 10% of the Company's common shares
outstanding. As of September 30, 2001, 14.3 million shares had been repurchased
at an average cost of $19.87.

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

      The risk assessment program includes a coordinated approach to the
management of liquidity, capital and interest rate risk. This risk assessment
process is governed by policies and limits established by senior management
which are reviewed and approved by the Asset/Liability Committee of the Board of
Directors ("ALCO"). ALCO provides guidance for the day to day asset/liability
activities of the Company. ALCO meets periodically to evaluate the impact of
changes in market interest rates on interest earning assets and interest bearing
liabilities, net interest margin, capital and liquidity, and to evaluate
management's strategic plan. The balance sheet structure is primarily short-term
with most assets and liabilities repricing or maturing in less than five years.
Management monitors the sensitivity of net interest income by utilizing a
dynamic simulation model complemented by a traditional gap analysis. This model
measures net interest income sensitivity and volatility to interest rate
changes. It involves a degree of estimation based on certain assumptions that
management believes to be reasonable. Factors considered include actual
maturities, estimated


                                       20
<PAGE>
cash flows, repricing characteristics, deposit growth/retention and, primarily,
the relative sensitivity of assets and liabilities to changes in market interest
rates. Utilizing this process, management can estimate and project the impact of
changes in interest rates on net interest income. This relative sensitivity is
important to consider since the core deposit base is not subject to the same
degree of interest rate sensitivity as its assets and borrowings. Core deposit
costs are internally controlled and generally exhibit less sensitivity to
changes in interest rates than the adjustable rate assets or liabilities whose
yields or cost of funds are based on external indices and change in concert with
market interest rates. Management has established certain limits for the
potential volatility of net interest income, assuming certain levels of change
in market interest rates with the objective of maintaining a stable level of net
interest income under various probable rate scenarios. Management may choose to
extend the maturity of its funding sources and/or reduce the repricing
mismatches of its assets or liabilities by using derivative instruments such as
interest rate swaps. Additionally, management may use interest rate collars,
interest rate floors, and interest rate cap agreements to assist in insulating
it from volatile interest rate changes.

      Based upon the aforementioned factors regarding the simulation model,
projected net interest income for the next twelve months was modeled based on
both an immediate rise and fall in interest rates as well as gradual movements
in interest rates over the twelve-month period. Based on the information and
assumptions in effect at September 30, 2001, management believes that a 100
basis point gradual increase in interest rates over the next twelve months would
decrease net interest income by $13.8 million, or 1.8%, while a gradual decrease
in interest rates would increase net interest income by $10.4 million, or 1.3%.
It should be emphasized, however, that the estimated exposures set forth above
are dependent on material assumptions such as those previously discussed.

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

      As part of the Company's overall interest rate risk management strategy
management periodically uses derivative instruments to minimize significant
unplanned fluctuations in earnings and cash flows caused by interest rate
volatility. The Company's interest rate risk management strategy involves
modifying the repricing characteristics of certain assets and liabilities so
that changes in interest rates do not have a significant adverse effect on net
interest income, the net interest margin and cash flows. Derivative instruments
that management periodically uses as part of its interest rate risk management
strategy include interest rate swaps, caps and floors.

Derivative instruments outstanding at September 30, 2001 are summarized as
follows:

<TABLE>
<CAPTION>
                                                                           FIXED             VARIABLE
                                                          NOTIONAL     INTEREST RATE      INTEREST RATE
                      MATURITY                             AMOUNT          RANGE              RANGE
-----------------------------------------------------   -----------    -------------      -------------
(dollars in thousands)

<S>                                                     <C>            <C>                <C>
PAY FIXED SWAPS-MATURING:
2001.................................................    $  200,000    4.66% - 4.72%          3.53%
2002.................................................       100,000        4.18%              3.60%
2003.................................................       700,000    4.54% - 4.88%      2.97% - 3.64%
2004.................................................       100,000        5.23%              3.53%
2008.................................................        75,000        6.14%              3.65%
                                                        -----------
                                                        $ 1,175,000
                                                        ===========
</TABLE>


MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
------------------------------------------------

ASSET/LIABILITY MANAGEMENT (CONTINUED)
--------------------------------------

      The $1,175 million in swap agreements hedging certain borrowings require
the Company to make periodic fixed rate payments, while receiving periodic
variable rate payments indexed to the three month LIBOR rate based on a common
notional amount and maturity date. Payments related to the Company's swap
agreements are made either monthly, quarterly or semi-annually by one of the
parties based on contractual terms. These swap agreements, which qualify as cash
flow hedges, have original maturities of up to 10 years, and as of September 30,
2001 had an unrealized loss of $26.8 million. At adoption of SFAS 133, a
transition gain of $2.2 million (net of taxes of $.9 million) was recorded as a
component of other comprehensive income for the swaps outstanding at January 1,
2001 accounted for as cash flow hedges. The use of interest rate swap agreements
increased interest expense during the most recent quarter by $2.2 million and
$1.5 million in the nine month period ended.


                                       21
<PAGE>
      The credit risk associated with these financial instruments is the risk of
non-performance by the counter parties to the agreements. However, management
does not anticipate non-performance by the counterparties, and monitors risk
through its asset/liability management procedures.


LIQUIDITY
---------

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

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

      The bank subsidiaries have numerous sources of liquidity including loan
and security principal repayments and maturities, lines-of-credit with other
financial institutions, the ability to borrow under repurchase agreements and
Federal Home Loan Bank ("FHLB") advances, utilizing their unpledged securities
and mortgage related loan portfolios, the sale of available-for-sale securities,
the securitization or sale of loans, and growth in deposits.

      The banking subsidiaries currently have the ability to borrow an
additional $4.4 billion on a secured basis, utilizing mortgage related loans and
securities as collateral. At September 30, 2001, the Company had $3.0 billion in
outstanding borrowings with the FHLB.

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


                                   SIGNATURES

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


Date:  November 14, 2001                             /s/ Daniel M. Healy
                                                     --------------------------
                                                     Daniel M. Healy
                                                     Executive Vice President &
                                                       Chief Financial Officer


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