SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549



FORM 10-Q





Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934



For the period ended:		                         March 31, 1997





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





	DELAWARE							                         36-3154608

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





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





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







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





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





CLASSES OF COMMON STOCK				NUMBER OF SHARES OUTSTANDING  05/05/97
     $2.50 Par Value						                32,948,382


<PAGE>
INDEX



PART I FINANCIAL INFORMATION





ITEM 1.	FINANCIAL STATEMENTS.

		North Fork Bancorporation, Inc. and Subsidiaries

		(1.)	Consolidated Balance Sheets
		(2.)	Consolidated Statements of Income.
		(3.)	Consolidated Statements of Cash Flows.
  (4.)	Consolidated Statements of
Changes in Stockholders' Equity.
		(5.)	Notes to Consolidated Financial Statements.





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



PART II.  OTHER INFORMATION





ITEM 1.	LEGAL PROCEEDINGS
		Not Applicable.

		





ITEM 2.	CHANGES IN SECURITIES
		Not Applicable.





ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
		Not Applicable.

<PAGE>
PART II.  OTHER INFORMATION (continued)









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







ITEM 5.	OTHER INFORMATION
		Not Applicable





ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K


		The following exhibits are submitted herewith:



		(a)       Exhibit #       	Description

          			(11)  	     Statement Re: Computation of per share earnings.

		          	(27)	       Financial Data Schedule





		

		(b)	Current Report on Form 8-K dated February 25, 1997
			(reporting that the Registrant's Board of Directors
			approved a two-for-one stock split)



			Current Report on Form 8-K dated April 10, 1997
			(reporting the Registrant's Net Income for the 1997
			First Quarter).



			Current Report on Form 8-K dated April 22, 1997 
			(reporting that the Registrant's shareholders approved
			the increase in the authorized common stock from
			fifty million to two hundred million shares).


			

			

			 

			

<PAGE>
<TABLE>
Consolidated Balance Sheets 			
<S>                                      <C>            <C>               <C>
                                     	    March 31,    	December 31,      	March 31, 
                                        	     1997            	 1996        	   1996 
(in thousands, except per share amounts) (unaudited)        		              (unaudited) 
Assets 			
Cash & Due from Banks                     	$111,520        	$150,365        	$142,050 
Interest Earning Deposits                    	2,619           	2,298         	  2,410 
Federal Funds Sold                               	- 	        115,000        	 180,500 
Securities: 			
   Available-for-Sale                    	1,580,580         	857,391      	 1,524,238 
   Held-to-Maturity                      	1,260,755 	      1,300,115       	1,003,435 
      Total Securities                   	2,841,335       	2,157,506       	2,527,673 
Loans 	                                   3,310,087       	3,194,086       	2,637,705 
  Less: Unearned Income & Fees              	19,679          	22,561         	 20,752 
             Allowance for Loan Losses      	55,066          	53,894          	57,713 
                  Net Loans              	3,235,342       	3,117,631       	2,559,240 
Premises & Equipment                        	64,778          	65,530 	         67,631 
Accrued Income Receivable                   	43,004 	         37,392 	         38,711 
Intangible Assets 	                          80,233          	82,073   	       85,914 
Other Real Estate 	                           2,587           	1,898 	          9,392 
Other Assets 	                               31,856 	         20,834 	         35,536 
     Total Assets                       	$6,413,274      	$5,750,527 	     $5,649,057 

			
Liabilities and Stockholders' Equity 			
Demand Deposits                           	$745,726         	$734,907      	 $647,821 
Savings, N.O.W. &  Money Market Deposits 	1,919,215        	1,974,570      	2,108,557 
Other Time Deposits 	                     1,394,839        	1,416,220 	     1,574,771 
Certificates of Deposit,  $100,000 & Over 	 358,678 	         343,813         304,803 
     Total Deposits 	                     4,418,458        	4,469,510 	     4,635,952 
Federal Funds Purchased & 
    Securities Sold Under 			
    Agreements to Repurchase 	            1,100,895 	         621,789 	       454,516 
Other Borrowings 	                           35,000           	35,000 	        35,000 
Purchased Securities Liability             	233,706 	               - 	        34,081 
Accrued Expenses & Other Liabilities 	       58,206 	          67,060 	        59,121 
      Total Liabilities 	                $5,846,265 	      $5,193,359 	    $5,218,670 
 Company-Obligated Mandatorily 
    Redeemable Capital  			
    Securities of Subsidiary Trust 	        $99,640 	         $99,637 	             - 

			
Stockholders' Equity 			
Preferred Stock, par value $1.00; 
   authorized 10,000,000 shares,
    unissued 	                                    - 	               - 	             - 
Common stock, par value $2.50; 
    authorized 200,000,000 shares; 			
    issued & outstanding                 
  65,866,478,  65,199,008 and 64,920,732
	 shares at the periods ending, 
  respectively                              164,666 	          81,499          81,151 
Additional Paid in Capital 	                107,236 	         180,809 	       177,736 
Retained Earnings 	                         224,275 	         206,895 	       184,579 
Unrealized Losses on Securities 
  Available-for-Sale, net of taxes         (14,506)          	(2,633)        	(4,511) 
Deferred Compensation 	                    (13,857) 	         (5,193) 	       (2,445) 
Treasury Stock at cost;  
  35,004,  306,578 and 516,074 shares 			
    at the periods ending, respectively 	     (445) 	         (3,846) 	       (6,123) 
      Total Stockholders' Equity           	467,369          	457,531 	       430,387 
      Total Liabilities and 
        Stockholders' Equity 	           $6,413,274        $5,750,527 	    $5,649,057 
</TABLE>






<PAGE>
<TABLE>
Consolidated Statements of Income (Unaudited) 	 	 
<S>                                                     <C>             <C>
For the Three Months Ended March 31,  	                       1997 	      1996 
(in thousands, except per share amounts) 	 	 
Interest Income  	 	 
Loans  	                                                   $70,201       	$54,020 
Mortgage-Backed Securities 	                                33,127        	33,020 
U.S. Treasury & Government Agency Securities 	               3,355 	        2,387 
State & Municipal Obligations  	                             1,385 	          747 
Other Securities 	                                           1,604 	        1,351 
Federal Funds Sold 	                                           173         	1,551 
Interest Earning Deposits 	                                     36           	 39 
Total Interest Income                                     	109,881 	       93,115 

 	 	 
Interest Expense 	 	 
Savings, NOW & Money Market Deposits 	                      10,582 	       10,795 
Other Time Deposits                                        	17,871 	       17,351 
Certificates of Deposit, $100,000 & Over                    	4,567         	3,416 
Federal Funds Purchased & Securities Sold Under  	 	 
   Agreements to Repurchase 	                               10,069         	9,475 
Other Borrowings 	                                             722           	724 
  Total Interest Expense 	                                  43,811 	       41,761 
   Net Interest Income                                     	66,070        	51,354 
Provision for Loan Losses                                   	1,500         	1,700 
   Net Interest Income after 	 	 
       Provision for Loan Losses                           	64,570 	       49,654 

 	 	 
Non-Interest Income 	 	 
Fees & Service Charges on Deposit Accounts 	                 4,391         	3,205 
Broker Commissions & Trust Fees                             	1,947 	        1,209 
Mortgage Banking Operations 	                                  411 	          666 
Other Operating Income                                      	1,056         	1,137 
Net Securities Gains                                          	161 	        1,397 
     Total Non-Interest Income                              	7,966         	7,614 

 	 	 

Non-Interest Expense 	 	 
Compensation & Employee Benefits                           	14,257        	12,590 
Occupancy 	                                                  3,187         	2,530 
Equipment                                                   	1,861         	1,541 
Amortization of Intangible Assets 	                          1,840           	518 
Other Real Estate 	                                             46           	782 
Other Operating Expense 	                                    8,837         	6,623 
    Total Non-Interest Expense 	                            30,028 	       24,584 
Income Before Income Taxes                                 	42,508 	       32,684 
Provision for Income Taxes                                 	16,793 	       13,961 
     Net Income                                           	$25,715       	$18,723 

 	 	 
Per Share: 	 	 
Net Income 	                                                  $.39 	         $.28 
Cash Dividends (1) 	                                         $.125 	        $.100 



(1)  Cash dividends do not reflect dividends declared by North
Side prior to the merger.
</TABLE>




<PAGE>
<TABLE>
Consolidated Statements of Cash Flows   	 	 

<S>                                                        <C>   	 	   <C>  
For the Period Ended March 31,  	                               1997 	     1996 
(in thousands) 	 	 
Cash Flows from Operating Activities: 	 	 
Net Income 	                                                  25,715 	     18,723 
Adjustments to Reconcile Net Income to  	 	  
    Net Cash Provided by Operating Activities: 	 	  
Provision for Loan Losses 	                                    1,500 	      1,700 
Depreciation and Amortization 	                                2,089 	      1,784 
Amortization of Intangible Assets 	                            1,840         	518 
Accretion of Discounts and Net Deferred Loan Fees 	          (1,214)	      (1,177) 
Amortization of Premiums 	                                     1,836       	3,251 
Net Securities Gains 	                                         (161)      	(1,397) 
Changes in 	 	 
    Prepaid Expenses and Other Assets 	                      (7,651)       	9,455 
    Accrued Expenses and Other Liabilities                  	(8,973)      	(8,379) 
    Net Cash Provided by Operating Activities 	               14,981 	     24,478 

 	 	 
Cash Flows from Investing Activities: 	 	 
Maturities, Redemptions, Calls and  
    Principal Repayments on 	 	 
    Securities Held-to-Maturity 	                            38,670 	      46,896 
Purchases of Securities Held-to-Maturity 	                        -     	(118,836) 
Proceeds from Sales of Securities Available-for-Sale 	        5,161       	69,258 
Maturities and Principal Repayments on 	 	  
    Securities Available-for-Sale 	                          34,191       	86,529 
Purchases of Securities Available-for-Sale               	(550,482)     	(360,738) 
Loans Originated and Principal Repayments 	 	  
    on Loans and Other Real Estate Owned, Net 	           (125,192)      	(39,285) 
Proceeds from the Sale of Loans and 
    Other Real Estate Acquired 	
	     in Settlements of Loans 	                               6,241 	      10,063 
Purchases of Premises and Equipment, Net 	                  (1,060)       	(1,823) 
Purchase Acquisitions, Net of Cash Paid 	                        - 	      601,596 
    Net Cash (Used in)/Provided by Investing Activities  	(592,471)      	293,660 

 	 	 
Cash Flows from Financing Activities: 	 	 
Net Decrease in Deposits 	                                 (51,052)      	(37,314) 
Net Increase/(Decrease) in Borrowings 	                     479,106     	(156,143) 
Purchase of Treasury Shares 	                                     -       	(6,084) 
Common Stock Sold for Cash                                   	4,078 	       1,735 
Dividends Paid to Shareholders 	                            (8,166)       	(4,928) 
    Net Cash Provided by/(Used in)
    Financing Activities 	                                  423,966	     (202,734) 
    Net (Decrease)/Increase in Cash and 
    Cash Equivalents	                                     (153,524)      	115,404 

 	 	  
North Side Activity for the Three Months 
    Ended December 31, 1995                                       - 	      60,747 
Cash and Cash Equivalents at Beginning of Year             	267,663      	148,809 
Cash and Cash Equivalents at End of Year 	                  114,139      	324,960 
</TABLE>








<PAGE>
<TABLE>
Consolidated Statements of Cash Flows, Continued  	 	 

<S>                                                        <C> 		      <C> 
For the Period Ended March 31,  	                                1997 	     1996 
(in thousands) 	 	 

Supplemental Disclosures of Cash Flow Information: 	 	 
  Cash Paid During the Period for: 	 	 
    Interest Expense 	                                         40,955 	      44,187 
    Income Taxes 	                                             17,017 	       7,439 

 	 	  
Supplemental Schedule of Noncash Investing and Financing
Activities: 	 	  
Real Estate Acquired in Settlement of Loans                     	 720 	      2,200 
Loans to Facilitate the Sale of Other Real Estate 	                 - 	      1,007 
During the Period the Registrant Purchased Various Securities 	
	      which Settled in the Subsequent Month                  	233,706     	34,081 

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

 	 	  
Fair Value of Assets Acquired 	 	                                          928,481 
Intangible Assets 	 	                                                       58,584 
Cash Paid for the Common Stock 	 	                                         (47,000) 
Liabilities Assumed 	 	                                                    940,065 
</TABLE>













<PAGE>
<TABLE>
Consolidated Statements of Changes in Stockholders' Equity 	 	 	
	 	 	 	 
(Dollars in thousands, except per share amounts) 	 	 	 	 	 	 	 
<S>                                        <C>        <C>         <C>        <C>             <C>           <C>      <C>   
 		                                                    Additional 		         Unrealized 			
 	                                           Common      	Paid in 	Retained 	  Securities 	  Deferred 	    Treasury  	
 	                                            Stock      	Capital 	Earnings 	Gains/(Losses) 	Compensation	 Stock 	  Total 
Balance, December 31, 1995 	                $80,862 	    $175,617 	$167,379 	$4,509	           ($1,585) 	   ($653) 	$426,129
Net Income 	                                      - 	           -   	18,723 	     - 	                 - 	        - 	  18,723
Cash Dividends (The Registrant 
    $.10 per share) 	                             - 	           - 	 (4,952) 	     -	                  - 	        - 	  (4,952) 
Cash Dividends-North Side Pre-Merger 	            - 	           - 	 (2,405) 	     - 	                 - 	        -    (2,405) 
Issuance of Common Stock (230,926 shares)      	289        	1,688 	       - 	     - 	                 -	         - 	    1,977 
Deferred Compensation Activity: 	 	 	 	 	 	 	 
    Restricted Stock Activity, 
    net (69,300 shares) 	                         -          	431 	       -  	    -	              (925) 	      614 	      120 
    Amortization of Other Deferred 
    Compensation Plans 	                          - 	           - 	       -	      - 	                65 	        - 	       65 
Purchase of Treasury Stock (513,000 shares) 	     - 	           - 	       - 	     - 	                 -     (6,084) 	  (6,084) 
North Side Net Income for the 
    Three Months Ended 	 	 	 	 	 	 	 
    December 31, 1995 	                           - 	           -    	5,834 	     - 	                 - 	        - 	     5,834 
Adjustment to Unrealized Gains/(Losses) 
    on Securities 	 	 	 	 
    Available-for-Sale, Net of taxes            	 - 	           - 	       -  (9,020) 	                - 	        - 	   (9,020) 
Balance, March 31, 1996 	                   $81,151     	$177,736 	$184,579 ($4,511) 	         ($2,445) 	   ($6,123) 	$430,387 

Balance, December 31, 1996 	                $81,499 	    $180,809 	$206,895	($2,633) 	         ($5,193) 	   ($3,846) 	$457,531 
Net Income 	                                      - 	           - 	  25,715 	      - 	                - 	          - 	  25,715 
Cash Dividends ($.125 per share) 	                - 	           -  	(8,283) 	      - 	                - 	          -	   (8,283) 
Issuance of Common Stock (667,470 shares) 	     834        	3,244 	       - 	      - 	                -	           - 	   4,078 
Restricted Stock Activity, 
    net (271,574 shares) 	                        - 	       5,516 	       - 	      -	           (8,664) 	      3,401 	     253 
Amortization of Permanent Unrealized 
    Loss upon Transfer  	 	 	 	
    from Available-for-Sale to 
    Held-to-Maturity, Net of taxes 	              -	            -     	(52) 	  (493) 	                - 	          - 	    (545) 
Adjustment to Unrealized Gains/(Losses)  
    on Securities 	 	 	 	 	
	 	 Available-for-Sale, Net of taxes 	            - 	           - 	       - (11,380) 	                - 	          - 	 (11,380) 
Assumed Issuance of Common Stock 
    for the Two-for-One  	 	 	 	 	
	   Stock Split (32,933,239 shares) 	        82,333 	     (82,333) 	 	 	 	
Balance, March 31, 1997 	                  $164,666 	     $107,236 $224,275	   ($14,506)      ($13,857) 	      ($445) 	 $467,369 
</TABLE>
















<PAGE>





North Fork Bancorporation, Inc.
and Subsidiaries



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

March 31, 1997 and 1996





Basis of Presentation



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



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



	Results of operations for the first quarter ended March 31,
1997 are not necessarily indicative of the results of operations
which may be expected for the full year 1997 or any other
interim periods.





Business Combinations



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



	The Registrant's previously reported components of consolidated
income and the amounts reflected in the accompanying
consolidated statement of income for the three months ended
March 31, 1996, are as follows (in thousands):

	
<TABLE>
<S>                                        <C> 
      Net Interest Income 	 
As Previously Reported 	                    38,737 
North Side 	                                12,617 
Combined 	                                  51,354 

 	 

      Net Income 	 
As Previously Reported 	                   14,425 
North Side 	                                4,298 
Combined 	                                 18,723 
</TABLE>




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



	In March 1996, the Bank completed its purchase of the domestic
commercial banking business of Extebank ("Extebank") and ten
Long Island branch locations of First Nationwide Bank ("First
Nationwide").  These transactions were accounted for under the
purchase method of accounting and, accordingly, the Registrant's
consolidated results of operations only reflect activity
subsequent to the acquisition dates.  The impact of these
acquisitions on the Registrant's operating results for the
quarter ended March 31, 1996 were insignificant.  See "Note 2(b)
- Business Combinations" of the Registrant's 1996 Annual Report 
on Form 10-K for further discussion of these transactions.

<PAGE>

Common Stock Split



	On February 25, 1997, the Board of Directors approved a
two-for-one common stock split subject to shareholder approval
of an increase in the Registrant's authorized common stock.  At
the Annual Meeting of Stockholders held on April 22, 1997,
shareholders overwhelmingly approved the amendment of the
Registrant's Certificate of Incorporation to increase the number
of authorized shares of common stock from fifty million to two
hundred million.  The new shares will be issued on May 15, 1997
to shareholders of record on April 25, 1997.  The par value of
the Registrant's common stock remains unchanged at $2.50.  As a
result, $82.3 million was transferred from Additional Paid in
Capital to Common Stock at March 31, 1997 to reflect the assumed
issuance.  All per share, weighted average shares outstanding
and option data presented in the consolidated financial
statements have been retroactively adjusted to reflect the
effects of the split.





RECENT ACCOUNTING DEVELOPMENTS



Earnings Per Share



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



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



	Management is currently assessing the financial implications of
implementing SFAS 128 and believes the adoption will not have a
material adverse effect on reported earnings per share.



	

Management's Discussion & Analysis



Overview
<TABLE>
<S>                                               <C>            <C>
			   						                                       For the Three Months Ended
(in thousands, except ratios & per share amounts) 	March 31,1997 	March 31, 1996 
Earnings: 	 	 
    Net Income 	                                         $25,715 	        $18,723 

 	 	 
Per Share: 	 	 
    Net Income 	                                            $.39 	           $.28 
    Cash Dividends 	                                       $.125 	          $.100 
    Book Value 	                                           $7.10 	          $6.68 
    Average Equivalent Shares                            	65,827 	         65,700 

 	 	 
Selected Ratios: 	 	 
    Return on Average Total Assets 	                       1.77% 	          1.48% 
    Return on Average Stockholders' Equity 	              22.09% 	         17.42% 
    Core Efficiency Ratio 	                               39.80% 	         40.97% 
    Net Interest Margin                                   	4.95% 	          4.32% 

</TABLE>

						

	North Fork Bancorporation, Inc. recognized net income of $25.7
million, or $.39 per share, for the first quarter ended March
31, 1997, as compared with net income of $18.7 million, or $.28
per share, for the first quarter ended March 31, 1996.  Return
on average total assets was 1.77% and the return on average
stockholders'  equity was 22.09% for the comparable prior year
period.  Return on average total assets was 1.48% and the return
on average stockholders'' equity was 17.42% for the comparable
prior year period.

	

       The 1997 first quarter results, when compared with the
comparable prior year period, reflect a $14.7 million increase
in net interest income, a $1.6 million increase in non-interest
income, exclusive of net securities gains, and a $.2 million
decrease in the provision for loan losses.  This activity was
partially offset by a $5.4 million increase in non-interest
expense, a $1.2 million decrease in net securities gains and a
$2.8 million increase in the provision for income taxes.



<PAGE>

Net Interest Income



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



	Net interest income increased $14.7 million, or 28.7%, to $66.1
million for the 1997 first quarter, as compared to $51.4 million
for the comparable prior year period.  This improvement was
attributable to an overall increase in the level of average
interest earning assets to $5.5 billion in 1997 when compared to
$4.8 billion during the comparable period in 1996 due in part to
the acquisitions of Extebank and First Nationwide. 
Additionally, net interest income was positively impacted by an
improvement in the net interest margin, on a taxable equivalent
basis, to 4.95% during the first quarter of 1997 when compared
to 4.32% during the 1996 comparable period.  Factors
contributing to the widening in the net interest margin
included:  (a) an improvement in the mix of average interest
earning assets as evidenced by the increase in yield  on such
assets to 8.16% as compared to 7.79%;   (b)  a decline in the
overall cost of funds to 3.98% as compared to 4.11% resulting
from the implementation of the Registrant's pricing strategy on
acquired customer deposit liabilities;   (c)  higher levels of
non-interest bearing customer deposit liabilities;  (d)  the
issuance of $100 million in capital securities on December 31,
1996, and (e) increased levels of capital.



      Interest income increased 18% to $109.9 million in the
first quarter of 1997 when compared to $93.1 million for the
comparable prior year period.  This increase is principally
attributable to the $702 million or 14.5% increase in average
interest earning assets to $5.5 billion for the 1997 first
quarter, as compared to $4.8 billion during the comparable 1996
period, and to a lesser extent, an increase in the yield on
average interest earning assets to 8.16% when compared to 7.79%.



     Average loans increased $777.3 million to $3.2 billion for
the 1997 first quarter, representing 58% of average interest
earning assets, when compared to $2.4 billion, or 50% of average
interest earning assets, for the comparable prior year period. 
This level of growth was achieved through continued strong
demand in virtually all loan categories and the acquisition of
Extebank.  The corresponding yield on average loans declined
modestly to 8.89% during the most recent quarter when compared
to 8.93% from the 1996 comparable period.



     Interest expense increased to $43.8 million in the first
quarter of 1997, reflecting a 3.98% average cost of funds, as
compared with $41.8 million, reflecting a 4.11% cost of funds in
1996.  This increase resulted from the $377.1 million increase
in the level of average interest bearing liabilities, primarily
customer deposit liabilities, partially offset by a decline in
the overall cost of funds.



     Average total savings and time deposits increased $347.1
million or 10.3% to $3.7 billion during 1997, when compared to
$3.4 billion during 1996.  The increase is principally
attributable to customer deposit liabilities assumed in the
Extebank and First Nationwide acquisitions.  The overall cost of
funds on average savings and time deposits declined to 3.59%
during the most recent quarter from 3.75% during the comparable
1996 period, principally as a result of management implementing
its pricing strategy on  customer deposit liabilities assumed in
its merger and acquisition transactions.



     Average demand deposits increased $257.2 million or 51.4%
to $757.2 million during the first quarter of 1997 as compared
to $500 million for 1996.  At March 31, 1997, demand deposits
represented 16.9% of total deposits as compared to 14.0% at
March 31, 1996.

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


<TABLE>
Three Months Ended March 31,  	                             	1997 vs. 1996 	 
 (in thousands ) 	 	
<S>                                                 <C>        <C>       <C>
 	                                                                       Change in  
 	                                                  Average 	  Average 	  Net Interest 
                                                    	Volume 	     Rate 	        Income 
Interest Income from Earning Assets:  	 	 	 
Interest Earning Deposits 	                            ($3) 	        -  	         ($3) 
Securities 	                                            468 	    2,302 	         2,770 
Loans, net of unearned income & fees 	               16,651 	    (342) 	        16,309 
Federal Funds Sold                                 	(1,407) 	       29 	        (1,378) 
   Total Interest Income 	                           15,709     	1,989 	        17,698 

 	 	 	 
Interest Expense on Liabilities: 	 	 	 
Savings, N.O.W & Money Market Deposits 	                543 	    (756) 	          (213) 
Time Deposits 	                                       2,994   	(1,323) 	          1,671 
Federal Funds Purchased and Securities Sold 	 	 	 
  Under Agreements to Repurchase 	                      380 	      214 	            594 
Other Borrowings 	                                        - 	      (2) 	            (2) 
   Total Interest Expense 	                           3,917   	(1,867)          	 2,050 
Net Change in Net Interest Income 	                 $11,792    	$3,856 	        $15,648 



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

     The following tables present an analysis of net interest
income by each major category of interest earning assets and
interest bearing liabilities for the three month periods ended
March 31, 1997 and 1996, respectively:


<TABLE>
For the Three Months Ended March 31,  	 	                         1997 	 	 	                 1996 	 

<S>                                              <C>           <C>        <C>      <C>         <C>       <C>
 	                                                    Average 	 	          Average 	   Average 	 	        Average 
 (dollars in thousands ) 	                            Balance 	  Interest 	Rate 	      Balance	 Interest 	Rate 
Interest Earning Assets: 	 	 	 	 	 	 
Interest Earning Deposits  	                           $2,686 	       $36 	  5.44% 	    $2,863 	     $39	   5.48% 
Securities 	                                        2,308,499 	    40,745 	  7.16%   2,279,086 	  37,975 	  6.70% 
Loans, net of unearned income & fees 	              3,211,758 	    70,385 	  8.89%   2,434,483 	  54,076 	  8.93% 
Federal Funds Sold  	                                  12,954 	       173 	  5.42% 	   117,480 	   1,551 	  5.31% 
  Total Interest Earning Assets 	                   5,535,897    	111,339   	8.16%	  4,833,912 	  93,641 	  7.79% 

 	 	 	 	 	 	 
Allowance for Loan Losses 	                          (54,539) 	 	 	                   (58,541) 	 	 
Cash and Due from Banks 	                             136,377 	 	 	                    110,404 	 	 
Other Non-Interest Earning Assets (1) 	               271,337 	 	 	                    212,451 	 	 
 Total Assets 	                                    $5,889,072 	 	 	                 $5,098,226 	 	 

 	 	 	 	 	 	 
Interest Bearing Liabilities: 	 	 	 	 	 	 
Savings, N.O.W & Money Market Deposits 	           $1,950,216 	   $10,582	   2.20% 	$1,846,106 	 $10,795 	  2.35% 
Time Deposits 	                                     1,778,008 	    22,438 	  5.12% 	 1,535,059 	  20,767 	  5.44% 
  Total Savings and Time Deposits 	                 3,728,224     	33,020 	  3.59% 	 3,381,165 	  31,562 	  3.75% 
Federal Funds Purchased & Securities Sold 	 	 	 	 	 	 
  Under Agreements to Repurchase 	                    696,704 	    10,069   	5.86% 	   666,707 	   9,475 	  5.72% 
Other Borrowings 	                                     35,000 	       722 	  8.37% 	    35,000 	     724 	  8.32% 
 Total Interest Bearing Liabilities 	               4,459,928 	    43,811 	  3.98% 	 4,082,872 	  41,761 	  4.11% 
Rate Spread 	 	 	                                                            4.17% 	 	 	                    3.68% 
Non-Interest Bearing Deposits 	                       757,184 	 	 	                    500,011 	 	 
Other Non-Interest Bearing Liabilities 	              100,247 	 	 	                     83,175 	 	 
 Total Liabilities 	                                5,317,359 	 	 	                  4,666,058 	 	 
Company-Obligated Mandatorily Redeemable Capital  	 	 	 	 	 	 
   Securities of Subsidiary Trust 	                    99,639 	 	 	                          - 	 	 
 Stockholders' Equity 	                               472,074 	 	 	                    432,168 	 	 
 Total Liabilities and Stockholders' Equity 	      $5,889,072 	 		                  $5,098,226 	 	 
Net Interest Income and Net Interest Margin  	 	                   67,528 	  4.95% 		             51,880 	  4.32% 
Less: Tax Equivalent Basis Adjustment 	 	                         (1,458) 	 	 	                     (526) 	 
     Net Interest Income 	 	                                      $66,070 	 	 	                  $51,354 	 


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


Non-Interest Income



     Non-interest income, exclusive of net securities gains was
$ 7.8 million in the 1997 first quarter, compared with $6.2
million in the comparable prior year period.  Net securities
gains were $.2 million during the current period, as compared
with $1.4 million in the corresponding 1996 period.



     Fees and service charges on deposit accounts increased $1.2
million, or 37.0% to $4.4 million during the 1997 first quarter
when compared to $3.2 in the corresponding 1996 period.  The
Registrant has been successful in converting single service
relationship accounts acquired into full service relationships.
This growth was achieved as the Registrant expanded its customer
base and entered new markets as a result of its recent
acquisitions.



     Broker commissions and trust fees increased 61.0% to $1.9
million as compared to $1.2 million, reflecting continued growth
in the core business of the Registrant's broker/dealer
subsidiary (Compass Investment Services Corp.), and the expanded
number of retail outlets through which it operates resulting
from its recent acquisitions.  As of March 31, 1997, the Bank
operated eighty-two full service retail banking locations. 
Prior to its merger with the Registrant, North Side did not
offer alternative investment products to its customers at its
seventeen retail banking locations.

<PAGE>

Non-Interest Expense



     Non-interest expense increased $5.4 million, or 22.1%
during the 1997 first quarter to $30.0 million as compared with
$24.6 million during the comparable prior year period.



     The increase in non-interest expense reflects the increased
operating costs associated with the Extebank and First
Nationwide acquisitions completed during the first quarter of
1996.  As a result of the aforementioned acquisitions, the
amortization of intangible assets increased $1.3 million during
first quarter of 1997 to $1.8 million as compared to $.5 million
during the corresponding 1996 period.  Additionally, on December
31, 1996, the Registrant issued $100 million in 8.70% capital
securities.  The carrying costs associated with these
securities, which is reflected as a component on non-interest
expense, amounted to $2.2 million during the first quarter of
1997.  This increase was partially offset by a $.7 million
decline in costs associated with the maintenance and liquidation
of other real estate.



     The Registrant's core efficiency ratio, which represents
the ratio of non-interest expense, net of other real estate
costs and other non-recurring charges, to net interest income on
a taxable equivalent basis and net-interest income net of
securities gains, was 39.8% for the 1997 first quarter as
compared to 40.97% for the comparable prior year period.  The
reduction in the core efficiency ratio resulted from
management's ability to successfully reduce operating costs post
merger.  Additionally, management continually monitors its
operating  costs in order to ensure a high degree of customer
service in the most efficient manner possible.



Income Taxes



     The Registrant's effective tax rate was 39.5% for the first
quarter of 1997, as compared to 42.7% for the comparable prior
year period.  The decline in the effective tax rate is primarily
attributable to the Registrant's implementation of certain tax
planning strategies.



Loan Portfolio



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


<TABLE>
<S>                            <C>          <C>    <C>           <C>    <C>          <C>   
 	                                March 31,  	% of 	December 31,  	% of 	 March 31,  	% of 
 	                                    1997 	 Total 	        1996 	Total 	     1996 	 Total 
Mortgage Loans-Multi-family 	     $997,813 	   30% 	    $956,718 	  30%	   711,753 	   27% 
Mortgage Loans-Residential 	       994,652 	   30% 	     985,983 	  31% 	  826,459   	 31% 
Mortgage Loans-Commercial 	        655,618    	20% 	     635,042   	20%   	541,009  	  21% 
Commercial & Industrial 	          372,771    	11%      	347,437 	  11%  	 346,912    	13% 
Consumer Loans and Leases         	241,498     	7% 	     219,127    	7%   	151,970 	    6% 
Construction  and Land Loans 	      47,735 	    2% 	      49,779 	   1%    	59,602 	    2% 
                               	$3,310,087   	100% 	  $3,194,086  	100% $2,637,705 	  100% 

</TABLE>



						

     

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



	Total loans increased $116 million from $3.2 billion at
December 31, 1996 to $3.3 billion at March 31, 1997,
representing an annualized increase of 14.7%, due to continued
steady demand in virtually all loan categories.  



Asset Quality



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

		
<TABLE>
<S>                                             <C>        <C>           <C>
                                               	March 31,  	December 31, 	March 31,  
 	                                                   1997 	         1996 	     1996 
Loans Ninety Days Past Due and Still Accruing 	    $3,264 	       $2,596	      $855 
Non-Accrual Loans 	                                17,961 	       17,745 	   34,971 
   Non-Performing Loans 	                          21,225 	       20,341    	35,826 
Other Real Estate 	                                 2,587 	        1,898 	    9,392 
   Non-Performing Assets 	                        $23,812       	$22,239   	$45,218 

 	 	 	 
Restructured, Accruing Loans 	                    $12,803 	      $13,734 	  $43,406 






<PAGE>
	At March 31, 1997, non-performing assets, which include loans
past due ninety days and still accruing interest, non-accrual
loans and other real estate, was $23.8 million in comparison to
$22.2 million at December 31, 1996.   Non-performing assets
declined $21.4 million at March 31, 1997 when compared to $45.2
at March 31, 1996.  Non-performing loans at March 31, 1997
consisted of $6.5 million in commercial loans, $6.0 million in
commercial mortgages, $5.5 million in residential mortgages,
$2.2 million in construction and land loans,  $.6 million in
consumer loans and leases, and $.4 million in multi-family
mortgages. 





     Loans are classified as restructured when management has
granted, for economic or legal reasons related to the borrower's
financial difficulties, concessions to the customer that it
would not otherwise consider.  Generally, this occurs when the
cash flow of the borrower is insufficient to service the loan
under its original terms.  Loans restructured are reported as
such in the year of restructuring.  In subsequent reporting
periods, if the loan was restructured to yield a market rate of
interest, is performing in accordance with the restructure terms
and management expects such performance to continue, the loan is
then removed from its restructured status.  Restructured,
accruing loans declined modestly to $12.8 million at March 31,
1997, as compared with $13.7 million at December 31, 1996, and
declined $30.6 million from $43.4 million at March 31, 1996. 
The decline in the level of restructured accruing loans was
achieved through principal repayments, maturities and renewals
at market terms, and the satisfaction of the performance
requirements on certain of these loans during the past year.  At
March 31, 1997, the portfolio of restructured, accruing loans is
comprised primarily of loans which have demonstrated performance
in accordance with the terms of their restructure agreements,
however, did not yield a market rate of interest at the time of
restructuring.



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

</TABLE>
<TABLE>

<S>                                                         <C>       <C>  
For the Three Months Ended March 31, 	                           1997 	      1996 
(dollars in thousands) 	 	 
Balance at Beginning of Year 	                                 53,894 	    56,627 
Provision for Loan Losses 	                                     1,500 	     1,700 
Recoveries Credited to the Allowance 	                            377        	291 
 	                                                             55,771     	58,618 
Losses Charged to the Allowance 	                               (705) 	    (4,187) 
Additional Allowance Acquired in Purchase Acquisitions 	            -      	3,092 
    North Side Net Activity for the Three 
    Months Ended December 31,1995 	                                 - 	        190 
Balance at End of Period 	                                     55,066 	     57,713 

 	 	 
Ratio of Net Charge-Offs to Average Loans, Net of Unearned
    Income & Fees 	                                               .04% 	      .65% 
Ratio of Allowance of Loan Losses to Period End Loans, Net of
    Unearned Income & Fees 	                                     1.67% 	     2.21% 
Ratio of Allowance for Loan Losses to Non-performing Loans
    Inclusive of 90 day Delinquencies 	                           259% 	      161% 
</TABLE>




					



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



	There has been significant growth in the loan portfolio over
the past two years from both originations and acquisitions. 
Loan growth through originations has principally been in
multi-family lending, commercial mortgages, and consumer loans
and leases.  Multi-family mortgage loans generally are for $1 -
$2 million and are secured by properties located in working
class neighborhoods within the Bank's market place with a strong
demand for such housing.  Commercial mortgage loans generally
are originated in amounts up to $5 million and are secured by a
wide variety of collateral types ranging from owner occupied to
investment properties with strong cash flows.  To mitigate
credit risk, management utilizes prudent underwriting standards,
including loan-to-value ratios of 70% or less, and monitors
operating results and value of collateral carefully.



	Consumer loan growth represents the growth of the auto loan
business, principally new car loans originated through an
expanded dealer network.  The credit risk in auto lending is
dependent upon the creditworthiness of the borrower and the
value of the collateral.  The average loan originated is
generally between $15 - $20 thousand for periods ranging from 24
- 48 months.  The Bank accepts substantially only "A" rated
paper or higher, which are borrowers without past credit history
problems.



	Residential 1-4 family mortgage loan growth has resulted from
both new originations and the purchase of approximately $150
million in mortgages by North Side during the middle of 1996.



	The provision for loan losses declined to $1.5 million during
the current quarter, as compared to $1.7 million in the 1996
comparable period.  While management uses available information
in estimating possible loan losses, future additions to the
allowance may be necessary based on future changes in economic
conditions.  Based on current economic conditions, management
considers the allowance for loan losses at March 31, 1997
adequate to cover the possible credit losses inherent in the
loan portfolio.
<PAGE>


Securities Portfolio



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

<TABLE>

  					                                 March 31, 1997	       December 31, 1996	     March 31, 1996	
<S>                               <C>         <C>          <C>         <C>        <C>         <C>
Held-to-Maturity Securities 	       Amortized 	     Fair	    Amortized  	   Fair 	  Amortized 	    Fair 
  	                                      Cost    	 Value 	        Cost    	 Value 	      Cost 	    Value 
Mortgage-Backed Securities 	       $1,125,396 $1,106,065 	  $1,162,814 $1,156,310 	  $878,348  	$865,655 
State & Municipal Obligations 	       120,832   	120,097      	121,945	   121,664 	  $101,450 	 $100,865 
U.S. Government Agencies' 
    Obligations 	                       2,544 	    2,476 	       2,601 	    2,601 	    $2,742 	   $2,742 
Other Securities 	                     11,983 	   12,035 	      12,755 	   12,897 	   $20,895 	  $20,615 
                                  	$1,260,755	$1,240,673 	  $1,300,115	$1,293,472  $1,003,435 	  $989,877 
</TABLE>

<TABLE>
             					                     March 31, 1997	      December 31, 1996 	   March 31, 1996
<S>                              <C>         <C>          <C>           <C>       <C>         <C> 
Available-for-Sale 	               Amortized 	     Fair 	    Amortized 	    Fair 	  Amortized 	    Fair 
  	                                     Cost 	    Value 	         Cost 	    Value 	      Cost 	    Value 
Mortgage-Backed Securities 	      $1,273,414	$1,256,595      	$648,302	  $646,825 	$1,243,110 	$1,237,056 
U.S. Government Agencies' 
    Obligations 	                    127,362   	124,068        	94,262	    93,251 	   $87,995 	   $88,247 
U.S. Treasury Securities 	            78,770    	74,901 	       78,760 	   76,990 	  $146,095 	  $144,464 
Equity Securities 	                  125,618   	125,016 	       39,728 	   40,325 	   $54,395 	   $54,471 
 	                                $1,605,164	$1,580,580 	     $861,052  	$857,391 	$1,531,595  $1,524,238 
</TABLE>




   Management's strategy for  the securities portfolio is to
maintain a short-weighted average life to minimize the exposure
to future rises in interest rates and to provide cash flows that
may be reinvested at current market interest rates.  The
combined weighted average lives of the held-to-maturity and
available-for-sale securities portfolios at March 31, 1997 was
5.6 years.

					

     During the first quarter of 1997, securities
available-for-sale increased $723.2 million to $1.6 billion when
compared to $.9 billion at December 31, 1996.  This increase
resulted from management's decision to leverage its excess
capital through the purchase of principally mortgage backed
securities funded with repurchase agreements of varying
maturities.  At March 31, 1997, $233.7 million in securities
purchased were recorded with settlement occurring in April.  The
settlement of these securities was funded through additional
repurchase agreements. 



     The net unrealized loss on securities available-for-sale
increased $20.9 million to $24.6 million at March 31, 1997 when
compared to $3.7 million at December 31, 1996 due to increases
in market interest rates experienced during the most recent
quarter.



     Mortgage-backed securities ("MBS") classified as
held-to-maturity included $678.2 million in collateralized
mortgage obligations ("CMO") at March 31, 1997.  Mortgage-backed
securities classified as available-for-sale included $449.1
million in CMO's at March 31, 1997.  These CMO securities,
collateralized by either U.S. Government Agency MBS's or whole
loans, are principally conservative current pay sequentials or
PAC structures with a current weighted average life of 3.8 years.



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



	At March 31, 1997, Equity securities maintained in the
available-for-sale portfolio were comprised principally of
common stock, preferred stock, and capital securities of other
financial institutions.



	At March 31, 1997, held-to-maturity securities carried at
$421.4 million and available-for-sale securities carried at
$1,036.6 million were pledged for various purposes as required
by law and to secure securities sold under agreements to
repurchase and other borrowings.



<PAGE>	

Borrowings



     Federal funds purchased and securities sold under
agreements to repurchase increased $479.1 million from $621.8
million at December 31, 1996 to $1.1 billion at March 31, 1997. 
These increased borrowing arrangements were entered into to fund
the purchases of mortgage-backed securities placed in the
available-for-sale securities portfolio.  



     At March 31, 1997, total federal funds purchased and
securities sold under agreements to repurchase were comprised of
$365.4 million in short-term arrangements at a 5.69% cost of
funds and $735.5 million in long term arrangements at 5.99% cost
of funds, for an overall cost of funds of 5.86%.





Asset/Liability Management



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



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



     The balance sheet structure is primarily short-term with
most assets and liabilities repricing or maturing in less than
five years.  Management monitors the sensitivity of net interest
income by utilizing a dynamic simulation model complemented by
traditional gap analysis.  This model measures net interest
income sensitivity and volatility to interest rate changes;  it
involves a degree of estimation based on certain assumptions
that management believes to be reasonable.  Factors considered
include actual maturities, estimated cash flows, repricing
characteristics, deposit growth/retention and, primarily, the
relative sensitivity of assets and liabilities to changes in
market interest rates.  Utilizing this process, management can
project the impact of changes in interest rates on net interest
income.  This relative sensitivity is important to consider
since the Bank's core deposit base is not subject to the same
degree of interest rate sensitivity as its assets.  Core deposit
costs are internally controlled and generally exhibit less
sensitivity to changes in interest rates than the adjustable
rate assets whose yields are based on external indices and
change in concert with market interest rates.



Liquidity



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



	The Registrant's sources of liquidity include dividends from
its subsidiaries, borrowings, and funds available through the
capital markets.  Dividends from the Bank are limited by New
York State Banking Department regulations to the current year's
earnings plus the prior two years' retained net profits. 
Pursuant to this regulation, the Bank had $81.6 million of
retained earnings available for dividends to the Registrant as
of March 31, 1997.



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



	The Bank has the ability, as a member of the Federal Home Loan
Bank ("FHLB") system, to borrow $615 million on a secured basis,
utilizing mortgage related loans and securities as collateral,
for a term ranging from one day to ten years at both fixed and
variable rates.  As of March 31, 1997, the Bank had $278 million
in such borrowings outstanding.



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



	On March 25, 1997, the Board of Directors declared a quarterly
cash dividend of 12.5 cents per share (on a post split basis). 
This dividend is payable May 15, 1997 to shareholders of record
at the close of business April 25, 1997.

<PAGE>
Capital



	The Registrant and the Bank are subject to the risk based
capital guidelines administered by the banking regulatory
agencies.  The risk based capital guidelines are designed to
make regulatory capital requirements more sensitive to
differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to
minimize disincentives for holding liquid assets.  Under these
guidelines, assets and off-balance sheet items are assigned to
broad risk categories, each with appropriate weights.  The
resulting capital ratios represent capital as a percentage of
total risk weighted assets and off-balance sheet items.  The
guidelines currently require all banks and bank holding
companies to maintain a minimum ratio of total risk based
capital to total risk weighted assets of 8%, including a minimum
ratio of Tier 1 capital to total risk weighted assets of 4% and
a Tier 1 capital to average assets of 4%.  Failure to meet
minimum capital requirements can initiate certain mandatory, and
possibly additional discretionary actions by regulators, that,
if undertaken, could have a direct material effect on the
Registrant's financial statements.  As of March 31, 1997, the
most recent notification from the federal banking regulators
categorized the Registrant and the Bank as "well capitalized"
under the regulatory framework for prompt corrective action. 
Under the capital adequacy guidelines, a well capitalized
institution must maintain a minimum total risk based capital to
total risk weighted assets ratio of at least 10%, a minimum Tier
1 capital to total risk weighted assets ratio of at least 6%, a
minimum leverage ratio of at least 5% and not be subject to any
written order, agreement or directive.  There are no conditions
or events since such notification that management believes have
changed this classification.



	The following table sets forth the Registrant's regulatory
capital at March 31, 1997 and March 31, 1996, under the rules
applicable at such date.  At such date, management believes that
the Registrant meets all capital adequacy requirements to which
it is subject.
<TABLE>

							                                 March 31, 1997		     March 31, 1996
<S>                                <C>          <C>     <C>          <C>  
 (dollars in thousands ) 	             Amount 	   Ratio 	    Amount 	   Ratio 
Tier 1 Capital 	                     $501,282 	  14.11% 	  $348,984 	  12.31% 
Regulatory Requirement 	              142,057    	4.00% 	   113,363    	4.00% 
Excess 	                             $359,225 	  10.11% 	  $235,621 	   8.31% 

 	  	 	  	 
Total Risk Adjusted Capital 	        $545,806 	  15.37% 	  $384,685 	  13.57% 
Regulatory Requirement 	              284,114    	8.00% 	   226,725    	8.00% 
Excess 	                             $261,692 	   7.37% 	  $157,960    	5.57% 

 	 	 	 	 
Risk Weighted Assets 	             $3,551,422 	         	$2,834,067 	 
</TABLE>






	 The Registrant's leverage capital ratio at March 31, 1997 was
8.63%.  The Tier 1, total risk based and leverage capital ratios
of the Bank were 10.94%, 12.19% and 6.55%, respectively, at
March 31, 1997.  



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









	



<PAGE>







SIGNATURES


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















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






<PAGE>
[EXHIBIT  11]



North Fork Bancorporation, Inc.

COMPUTATION OF NET INCOME PER COMMON EQUIVALENT SHARE
March 31, 1997
(Unaudited)




<TABLE>
<S>                                                   <C>                 <C>
Three Months Ended March 31,  	                        1997  	             1996 
Net Income 	                                           $25,715,289        	$18,722,931 

 	 	 
Common Equivalent Shares: 	 	 

 	 	
Weighted Average Common Shares Outstanding 	            65,432,222         	64,678,132 
Weighted Average Common Equivalent Shares  	               394,674 	         1,021,862 
Weighted Average Common and Common Equivalent Shares 	  65,826,896	         65,699,994 

 	 	 
Net Income per Common Equivalent Share                      	$0.39              	$0.28 

</TABLE>