Exhibit 10.31


             FIRST AMENDMENT TO THE WARWICK COMMUNITY BANCORP, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN


Pursuant to section 16.1 of the Warwick Community Bancorp, Inc. Employee Stock
Ownership Plan ("Plan"), the Plan is hereby amended as follows, effective as of
January 1, 1997:

1.       ARTICLE XIII - Effective as of January 1, 1997, section 13.3, of the
         Plan shall be amended by adding the following clause to the end of
         section 13.3(a)(i):

         PROVIDED, HOWEVER, that if termination of employment occurs prior to
         January 1, 1998 and the total vested balance credited to his Account at
         termination of employment is $3,500 or less, or if termination of
         employment occurs after December 31, 1998 and the total vested balance
         credited to his Account at termination of employment is $5,000 (or such
         higher amount as may be prescribed by law) or less, his entire vested
         interest in his Account shall be paid to him in a single lump sum as
         soon as practicable after termination of employment.

2. ARTICLE XVII - Effective as of January 1, 1997, section 17.8 of the Plan
shall be amended by adding the following sentence at the end of subsection (a):

         Notwithstanding any provision to the contrary, the contribution to be
         made for any Participant (other than a Key Employee) under the first
         sentence of this section 17.8(a) shall be made regardless of whether
         the Participant has less than 1,000 Hours of Service in such Top Heavy
         Plan Year and regardless of such Participant's level of compensation.

3. ARTICLE XVII - Effective as of January 1, 1997, section 17.8 of the Plan
shall be amended by adding a new subsection (c) to read in its entirety as
follows:

                  (c) Notwithstanding any provision to the contrary, for any Top
         Heavy Plan Year, the vesting schedule for each Participant who has one
         or more Hours of Service after the Plan becomes Top Heavy shall be as
         follows for all Accounts which have not been forfeited:



            YEARS OF                           VESTED
         VESTING SERVICE                     PERCENTAGE
--------------------------------------------------------------------
                2                                 20%
                3                                 40%
                4                                 60%
                5                                 80%
                6                                 100%


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4. In all other respects, the Plan shall continue in effect in accordance with
its terms.

                                               WARWICK COMMUNITY BANCORP, INC.



                                               By:/s/ Timothy A. Dempsey
                                                  ----------------------------
                                                  Timothy A. Dempsey
                                                  Chairman of the Board and
                                                   Chief Executive Officer


Attest:



By:/s/ Nancy Sobotor-Littell
   ------------------------------------
   Nancy Sobotor-Littell
   Corporate Secretary and Director

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