<PAGE>

------------------------------------------------------------------------------
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ---------
                                    FORM 10-Q

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

                                    ---------

                              For the Quarter Ended
                                  June 30, 1998

                                       OR

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

                                     0-22516
                                     -------
                 Securities and Exchange Commission File Number

                           GreenPoint Financial Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                  06-1379001
-------------------------------                -----------------------
(State or other jurisdiction of                   (I.R.S. employer 
incorporation or organization)                  identification number)

  90 Park Avenue, New York, New York                     10016
---------------------------------------        -----------------------
(Address of principal executive offices)               (Zip Code)

        (212) 834-1711                                Not Applicable
-------------------------------        ----------------------------------------
(Registrant's telephone number,         (Former name, former address and former
     including area code)              fiscal year if changed since last report)

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 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.

                     X     Yes                     No
                   -----                      ----

As of August 11, 1998 there were 96,442,281 shares of common stock outstanding.


<PAGE>



                           GreenPoint Financial Corp.

                                    FORM 10-Q

                              For the Quarter Ended
                                  June 30, 1998

                                      INDEX

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                                  Page
                                                                                                ----

<S>                                                                                            <C>
Item 1 - Financial Statements

  Consolidated Statements of Financial Condition (unaudited) as of June 30, 1998
  and December 31, 1997                                                                            3

  Consolidated Statements of Income (unaudited) for the quarters and six month periods
  ended June 30, 1998 and 1997                                                                     4

  Consolidated Statements of Comprehensive Income (unaudited) for the quarters and
  six month periods ended June 30, 1998 and 1997                                                   5

  Consolidated Statements of Changes in Stockholders' Equity (unaudited)
  for the six month periods ended June 30, 1998 and 1997                                           6

  Consolidated Statements of Cash Flows (unaudited) for the six month periods
  ended June 30, 1998 and 1997                                                                     7

  Notes to the Unaudited Consolidated Financial Statements                                         8


Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations                                                                         11


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings                                                                       27

Item 4 - Submission of Matters to a Vote of Security Holders                                     28

Item 6 - Exhibits and Reports on Form 8-K                                                        29

</TABLE>


                                       2

<PAGE>

                  GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                         June 30,             December 31,
                                                                                           1998                    1997
                                                                                  ---------------------    ------------------
     ASSETS                                                                          (In thousands, except share  amounts)
     ------
<S>                                                                               <C>                      <C>              
Cash and due from banks                                                           $            110,586     $          93,173
Money market investments                                                                       778,119             1,060,007
Loans receivable held for sale                                                                   3,845                 5,532
Securities available for sale                                                                1,885,860             2,007,707
Securities held to maturity (fair value of $3,787
  and $4,046, respectively)                                                                      3,774                 4,009
Trading assets                                                                                      74                24,951
Loans receivable held for investment:
    Mortgage loans                                                                           9,122,776             8,905,651
    Other loans                                                                                 28,499                30,146
    Deferred loan fees and unearned discount                                                  (21,659)              (31,170)
    Allowance for possible loan losses                                                       (111,000)             (109,000)
                                                                                  ---------------------    ------------------
        Loans receivable held for investment, net                                            9,018,616             8,795,627
                                                                                  ---------------------    ------------------
Other interest-earning assets                                                                  118,698               116,951
Accrued interest receivable, net                                                                81,583                81,201
Banking premises and equipment, net                                                            115,223               118,792
Deferred income taxes, net                                                                      64,420                71,359
Other real estate owned, net                                                                    16,482                24,036
Goodwill                                                                                       554,018               577,141
Other assets                                                                                   102,604               103,032
                                                                                  ---------------------    ------------------
        Total assets                                                                    $   12,853,902     $      13,083,518
                                                                                  ---------------------    ------------------
                                                                                  ---------------------    ------------------

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
Liabilities:
Deposits:
    N.O.W. and checking                                                                 $      492,281     $         533,871 
    Savings                                                                                  1,643,154             1,739,415
    Variable rate savings                                                                    1,720,077             1,702,097
    Money market                                                                               453,533               478,443
    Term certificates of deposit                                                             6,506,364             6,519,152
                                                                                  ---------------------    ------------------
        Total deposits                                                                      10,815,409            10,972,978
                                                                                  ---------------------    ------------------
Mortgagors' escrow                                                                             138,571               117,806
Securities sold under agreements to repurchase                                                      --               106,149
Trading liabilities                                                                                 --                10,592
Long term debt                                                                                 199,850               199,831
                                                                                       
Guaranteed preferred beneficial interest in Company's junior subordinated
    debentures                                                                                 199,726               199,721
Accrued income taxes payable                                                                    54,091                67,723
Other liabilities                                                                              170,610               139,115
                                                                                  ---------------------    ------------------
         Total liabilities                                                                  11,578,257            11,813,915
                                                                                  ---------------------    ------------------
Commitments and contingencies
Stockholders' equity:
    Preferred stock ($0.01 par value; 50,000,000 shares authorized; none issued)                   --                    --
    Common stock ($0.01 par value; 220,000,000 shares authorized;
       110,261,164 shares issued)                                                               1,103                 1,103
    Additional paid-in capital                                                                 856,095               830,441
    Unallocated Employee Stock Ownership Plan (ESOP) shares                                  (112,518)             (114,939)
    Unearned stock plans shares                                                                (5,045)               (7,019)
    Retained earnings                                                                        1,187,616             1,142,407
    Accumulated other comprehensive income, net                                                     55               (3,555)
    Treasury stock, at cost (29,441,878 and 27,192,578 shares, respectively)                 (651,661)             (578,835)
                                                                                  ---------------------    ------------------
         Total stockholders' equity                                                          1,275,645             1,269,603
                                                                                  ---------------------    ------------------
         Total liabilities and stockholders' equity                                     $   12,853,902         $  13,083,518
                                                                                  ---------------------    ------------------
                                                                                  ---------------------    ------------------
</TABLE>


 (See the accompanying notes to the unaudited consolidated financial statements)
 


                                      3

<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Quarter Ended                         Six Months Ended
                                                                      June 30,                               June 30,
                                                       ------------------------------------  ------------------------------------
                                                                1998                 1997              1998                1997
                                                       -----------------  -----------------  ------------------ -----------------
Interest income:                                                       (In thousands, except per share amounts)
<S>                                                    <C>                <C>                <C>                <C>              
     Mortgages                                         $     200,164      $       177,564    $         398,788  $         346,436
     Money market investments                                 12,313                7,598               28,523             11,941
     Securities                                               30,199               53,931               58,071            117,049
     Other                                                     2,041                2,254                4,420              4,266
                                                       -----------------  -----------------  ------------------ -----------------
        Total interest income                                244,717              241,347              489,802            479,692
                                                       -----------------  -----------------  ------------------ -----------------

Interest expense:

     Deposits                                                116,009              117,336              232,011            233,982
     Trading liabilities                                          15                   73                   35                 73
     Short-term and other borrowings                           1,745                2,181                3,417              3,444
     Long-term debt                                            8,041                1,423               16,082              1,423
                                                       -----------------  -----------------  ------------------ -----------------
        Total interest expense                               125,810              121,013              251,545            238,922
                                                       -----------------  -----------------  ------------------ -----------------
Net interest income                                          118,907              120,334              238,257            240,770
Provision for possible loan losses                            (3,170)              (4,444)              (7,182)            (9,461)
                                                       -----------------  -----------------  ------------------ -----------------
Net interest income after provision for possible
  loan losses                                               115,737              115,890              231,075            231,309
                                                       -----------------  -----------------  ------------------ -----------------
Non-interest income:
      Income from fees and commissions:

         Mortgage loan operations fee income                   4,408                3,444                7,905              6,982
         Mortgage servicing fees                               1,230                1,787                2,588              3,612
         Banking services fees and commissions                 6,680                5,745               13,086             10,610
         Other  income                                           251                  423                  443                915
      Net gain on securities                                     287                  211                1,422                472
      Net gain (loss) on sales of loans                           38                 (160)                 232               (197)
      Net gain on sale of assets                                  --                   --                   --              2,416
      Gain on sale of branches                                    --                   --                   --              5,850
                                                       -----------------  -----------------  ------------------ -----------------
          Total non-interest income                           12,894               11,450               25,676             30,660
                                                       -----------------  -----------------  ------------------ -----------------

Non-interest expense:

      Salaries and benefits                                   22,646               22,621               45,750             45,314
      Employee Stock Ownership and stock plans expense         6,098                4,711               11,661              9,521
      Net expense of premises and equipment                   11,793               12,297               23,742             24,397
      Advertising                                              1,686                2,238                3,368              4,478
      Federal deposit insurance premiums                         669                  726                1,350              1,500
      Charitable and educational foundation                    1,875                2,373                3,750              4,358
      Other administrative expenses                           10,509               10,416               21,275             22,867
      Other real estate owned operating income, net           (2,035)                (955)              (3,604)            (1,417)
      Goodwill amortization                                   11,561               11,620               23,123             23,263
      Restructuring charge                                        --                2,500                   --              2,500
      Non-recurring personnel expense                             --                   --                8,335                 --
                                                       -----------------  -----------------  ------------------ -----------------
          Total non-interest expense                          64,802               68,547              138,750            136,781
                                                       -----------------  -----------------  ------------------ -----------------


Income before income taxes                                    63,829               58,793              118,001            125,188
Income taxes                                                  24,414               23,664               45,000             50,388
                                                       -----------------  -----------------  ------------------ -----------------
                                           
Net income                                             $      39,415      $        35,129    $          73,001  $          74,800
                                                       -----------------  -----------------  ------------------ -----------------
                                                       -----------------  -----------------  ------------------ -----------------
Basic earnings per share                               $        0.56      $          0.45    $             1.03 $            0.95
                                                       -----------------  -----------------  ------------------ -----------------
                                                       -----------------  -----------------  ------------------ -----------------

Diluted earnings per share                             $        0.54      $          0.43    $             0.99 $            0.90
                                                       -----------------  -----------------  ------------------ -----------------
                                                       -----------------  -----------------  ------------------ -----------------
Net income (excluding non-recurring items)*            $      39,415      $        36,622    $           78,169 $          71,354
                                                       -----------------  -----------------  ------------------ -----------------
                                                       -----------------  -----------------  ------------------ -----------------
Diluted earnings per share (excluding non-
   recurring items)*                                   $        0.54      $          0.45    $             1.06 $            0.86
                                                       -----------------  -----------------  ------------------ -----------------
                                                       -----------------  -----------------  ------------------ -----------------
</TABLE>

*Non-recurring items include branch sales, asset sales, restructuring charge
and non-recurring personnel expense.

   (See accompanying notes to the unaudited consolidated financial statements)

                                       4


<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                          Quarter Ended                       Six Months Ended
                                                                             June 30,                             June 30,
                                                                -----------------------------------  -------------------------------
                                                                      1998              1997               1998              1997
                                                                -----------------  ----------------  -----------------  ------------
<S>                                                               <C>              <C>               <C>                <C>
Net income                                                     $       39,415   $         35,129  $          73,001  $     74,800
                                                             -----------------  ----------------  -----------------  ------------

 Other comprehensive income, before tax: 
   Unrealized gains on securities:
         Unrealized holding gains arising during
          period                                                        4,717            43,086               7,811          2,517
         Less: reclassification adjustment for gains
          included in net income                                         (287)             (211)             (1,422)          (472)
                                                             -----------------  ----------------  -----------------  ------------
Other comprehensive income, before tax                                  4,430            42,875               6,389          2,045

Income tax expense related to items of other
     comprehensive income                                                                                
                                                                      (1,892)          (18,874)             (2,779)        (1,273)
                                                             -----------------  ----------------  -----------------  ------------

Other comprehensive income, net of tax                                  2,538            24,001               3,610            772
                                                             -----------------  ----------------  -----------------  ------------

Total comprehensive income, net of tax                        $        41,953   $        59,130  $           76,611    $    75,572
                                                             -----------------  ----------------  -----------------  ------------
                                                             -----------------  ----------------  -----------------  ------------

</TABLE>


















   (See accompanying notes to the unaudited consolidated financial statements)

                                       5




<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,
                                                             --------------------------
                                                                 1998           1997
                                                             -----------    -----------
<S>                                                          <C>            <C>
Common stock
Balance at beginning of period                               $     1,103    $     1,103
                                                             -----------    -----------
Balance at end of period                                           1,103          1,103
                                                             -----------    -----------
                                                             
Additional paid-in capital
Balance at beginning of period                                   830,441        809,618
Issuance of common stock to stock plans                              ---            832
Amortization of ESOP shares committed to be released               8,521          5,680
Amortization of stock plans shares during the period                 963            257
Tax benefit for vested stock plans shares                         16,170          4,582
                                                             -----------    -----------
Balance at end of period                                         856,095        820,969
                                                             -----------    -----------
Unallocated ESOP shares
Balance at beginning of period                                  (114,939)      (119,573)
Amortization of ESOP shares committed to be released               2,421          2,317
                                                             -----------    -----------
Balance at end of period                                        (112,518)      (117,256)
                                                             -----------    -----------

Unearned stock plans shares
Balance at beginning of period                                    (7,019)        (8,317)
Issuance of common stock to stock plans                              ---          (832)
Amortization of stock plans shares during the period               1,974          1,267
                                                             -----------    -----------
Balance at end of period                                          (5,045)        (7,882)
                                                             -----------    -----------
Retained earnings
Balance at beginning of period                                 1,142,407      1,037,993
Net income for the period                                         73,001         74,800
Dividends declared                                               (22,560)       (19,814)
Reissuance of treasury stock                                      (5,232)        (3,027)
                                                             -----------    -----------
Balance at end of period                                       1,187,616      1,089,952
                                                             -----------    -----------
Accumulated other comprehensive income, net
Balance at beginning of period                                    (3,555)       (23,324)
Net change in accumulated other comprehensive income, net          3,610            772
                                                             -----------    -----------
Balance at end of period                                              55       (22,552)
                                                             -----------    -----------
Treasury stock, at cost
Balance at beginning of period                                  (578,835)      (237,697)
Reissuance of treasury stock                                      13,496          7,820
Purchase of treasury stock                                       (86,322)      (163,341)
                                                             -----------    -----------
Balance at end of period                                        (651,661)      (393,218)
                                                             -----------    -----------

Total stockholders' equity                                   $ 1,275,645    $ 1,371,116
                                                             -----------    -----------
                                                             -----------    -----------
</TABLE>



   (See accompanying notes to the unaudited consolidated financial statements)


                                       6

<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                  ----------------------------
                                                                                      1998          1997
                                                                                  -----------    -------------
                                                                                          (In thousands)
<S>                                                                               <C>            <C>
Cash flows from operating activities:
Net income                                                                        $    73,001     $    74,800
Adjustments to reconcile net income to net cash provided by operating
 activities:

     Provision for possible loan losses                                                 7,182           9,461
     Depreciation and amortization of premises and equipment                            8,608           8,323
     Goodwill amortization                                                             23,123          23,263
     Accretion of discount on securities, net of premium amortization                  (3,291)         (5,167)
     Net change in trading assets                                                      24,877             (29)
     Net change in trading liabilities                                                (10,592)           ---
     ESOP and stock plans expense                                                      11,661           9,521
     Non-recurring personnel expense                                                    8,335            ---
     Gain on securities transactions                                                   (1,422)           (472)
     Net change in loans held for sale                                                  1,687             229
     Net gain on sales of other real estate owned                                      (5,088)         (4,360)
     Net gain on sales of branches                                                       ---           (5,850)
     Deferred income taxes                                                              4,160             490
     (Increase) decrease in other assets                                               (8,349)         11,198
     Increase (decrease) in other liabilities                                          42,728          (9,672)
     Other, net                                                                          (344)        (13,552)
                                                                                  -----------     -----------
          Net cash provided by operating activities                                   176,276          98,183
                                                                                  -----------     -----------
Cash flows from investing activities:
    Loan originations, net of principal repayments                                   (229,416)       (853,148)
    Proceeds from sales of other real estate owned                                     13,765           9,688
    Purchases of securities available for sale                                     (1,781,912)       (564,649)
    Purchase of securities held to maturity                                               ---            (100)
    Proceeds from maturities of securities available for sale                       1,407,622         720,000
    Proceeds from sales of securities available for sale                              351,911         807,758
    Principal repayments on securities                                                146,126         133,091
    Investment in corporate officer life insurance policy                                 ---        (101,794)
    Purchases of premises and equipment                                                (5,039)         (5,532)
                                                                                  -----------     -----------
          Net cash (used in) provided by investing activities                        ( 96,943)        145,314
                                                                                  -----------     -----------

Cash flows from financing activities:
    Net withdrawals from depositors' accounts                                        (157,806)       (144,713)
    Cash paid on transfer of deposit liabilities                                          ---        (124,781)
    Payments for cash dividends                                                       (22,560)        (19,814)
    Exercise of stock options                                                           8,264           4,793
    Purchase of treasury stock                                                        (86,322)       (163,341)
    Securities sold under agreements to repurchase                                   (106,149)        236,256
    Guaranteed preferred beneficial interest in Company's junior subordinated 
       debentures                                                                         ---         199,717
    Net increase in mortgagors' escrow                                                 20,765          11,311
                                                                                  -----------     -----------
            Net cash used in financing activities                                    (343,808)           (572)
                                                                                  -----------     -----------


    Net (decrease) increase in cash and cash equivalents                             (264,475)        242,925
    Cash and cash equivalents at beginning of period                                1,153,180         575,974
                                                                                  -----------     -----------
    Cash and cash equivalents at end of period                                    $   888,705     $   818,899
                                                                                  -----------     -----------
                                                                                  -----------     -----------

    Non-cash activities:
    Additions to other real estate owned, net                                     $   (9,690)     $    13,265
                                                                                  ------------    -----------

                                                                                  ------------    ------------    
    Loans to facilitate sales of other real estate                                $     7,125     $    11,907
                                                                                  ------------    ------------    
                                                                                  ------------    ------------    
    Unsettled trades                                                              $    59,379     $   142,507
                                                                                  ------------    ------------    
                                                                                  ------------    ------------    
    Supplemental disclosure of cash flow information:
    Cash paid for income taxes                                                    $     32,315    $     53,575
                                                                                  ------------    ------------    
                                                                                  ------------    ------------    
    Interest paid                                                                 $    248,438    $    236,088
                                                                                  ------------    ------------    
                                                                                  ------------    ------------    
</TABLE>





   (See accompanying notes to the unaudited consolidated financial statements)



                                       7
<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

The unaudited consolidated financial statements of GreenPoint Financial Corp. 
and Subsidiaries ("GreenPoint" or the "Company") are prepared in accordance 
with generally accepted accounting principles for interim financial 
information. In the opinion of management, all adjustments (consisting only 
of normal recurring accruals) necessary for a fair presentation of the 
Company's interim financial condition as of the dates indicated and the 
results of operations for the periods presented have been included. The 
results of operations for the interim periods shown are not necessarily 
indicative of results that may be expected for the entire year.

The unaudited consolidated interim financial statements presented herein 
should be read in conjunction with the consolidated financial statements and 
notes thereto included in the Company's Annual Report to shareholders for the 
year ended December 31, 1997.

2.  Stock Incentive Plan

For the six months ended June 30, 1998, the Company granted options to 
purchase 1,094,000 shares of the Company's common stock to certain officers, 
at an average exercise price of $33.65. These awards vest ratably over three 
years on the anniversary dates of the awards.

3.   Non-Employee Directors' Stock Option Grants

During the six months ended June 30, 1998, the Company granted options to 
purchase 48,000 shares of the Company's common stock to non-employee 
directors, at an average exercise price of $40.19. These awards vest after 
one year on the anniversary dates of the awards.

4.    Common Stock Repurchase Program

Under a stock repurchase program authorized in January 1998, the Company has 
repurchased 2.25 million shares of GreenPoint common stock through June 30, 
1998. Repurchases of stock are at the Company's discretion, based on ongoing 
assessments of the capital needs of the business and the market valuation of 
its stock.

5.    Acquisition of BankAmerica Housing Services

On April 13, 1998, the Company announced the signing of a definitive 
agreement to purchase the manufactured housing lending business of 
BankAmerica Housing Services ("BAHS"), a division of Bank of America, FSB for 
a cash premium of $603 million and a payment of approximately $100 million 
for net tangible assets at fair value. The purchase includes BAHS' loan 
origination and servicing platforms, its servicing portfolio and related 
revenue stream, and a warehouse portfolio of loans to be originated prior to 
closing, which is expected during the third quarter of 1998. The acquisition 
will be treated as a purchase for accounting and financial reporting 
purposes, resulting in approximately $468 million of tax-deductible goodwill, 
which will be amortized over 15 years. The acquisition will be financed 
through available capital and the use of the proceeds of a recently completed 
offering of GreenPoint common stock.

                                      8

<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
     NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

6.   Securities

Securities held at June 30, 1998 are summarized as follows:

<TABLE>
<CAPTION>
                                                                            Gross          Gross
                                                          Amortized       Unrealized     Unrealized
                                                             Cost           Gains          Losses       Fair Value
                                                          ---------       ----------     ----------   ------------
                                                                              (In thousands)

<S>                                                    <C>                <C>            <C>          <C>
Securities Available for Sale
U.S. Government and Federal Agency
  Obligations:
  U.S. Treasury notes/bills                             $  500,220        $      38     $   (2,176)   $   498,082
  Agency notes/Asset-backed securities                     255,328               22           (110)       255,240
Mortgage-backed securities                                 706,409            2,609           (510)       708,508
Collateralized mortgage obligations                        214,138              462            ---        214,600
Trust certificates collateralized by GNMA securities        39,781              ---           (239)        39,542
Corporate asset-backed securities                           25,000               27            ---         25,027
Commercial paper                                           114,835              ---            ---        114,835
Other                                                       30,017               10             (1)        30,026
                                                        ----------        ---------      ---------    -----------
       Total securities available for sale              $1,885,728        $   3,168      $  (3,036)   $ 1,885,860
                                                        ----------        ---------      ---------    -----------
                                                        ----------        ---------      ---------    -----------
Securities Held to Maturity
Tax exempt municipals                                   $      585        $      13      $     ---    $       598
Other                                                        3,189              ---            ---          3,189
                                                        ----------        ---------      ---------    -----------
        Total securities held to maturity               $    3,774        $      13      $     ---    $     3,787
                                                        ----------        ---------      ---------    -----------
                                                        ----------        ---------      ---------    -----------
Trading Assets
Purchased call option                                   $       63        $      11      $     ---    $        74
                                                        ----------        ---------      ---------    -----------
        Total trading assets                            $       63        $      11      $     ---    $        74
                                                        ----------        ---------      ---------    -----------
                                                        ----------        ---------      ---------    -----------
</TABLE>


Securities held at December 31, 1997 are summarized as follows:

<TABLE>
<CAPTION>
                                                                            Gross          Gross
                                                         Amortized        Unrealized     Unrealized
                                                           Cost             Gains         Losses       Fair Value
                                                        -----------       ----------     ----------    ----------
                                                                              (In thousands)
<S>                                                     <C>               <C>         <C>             <C>
Securities Available for Sale                                            
U.S. Government and Federal Agency                                       
  Obligations:                                                           
  U.S. Treasury notes/bills                             $  700,564        $     ---     $   (4,752)    $  695,812
  Agency notes/Asset-backed securities                     125,870               67           (147)       125,790
Mortgage-backed securities                                 780,600              806         (1,807)       779,599
Collateralized mortgage obligations                        113,942              537            (52)       114,427
Trust certificates collateralized by GNMA securities       124,513              ---           (951)       123,562
Corporate asset-backed securities                           25,000              ---            ---         25,000
Commercial paper                                           113,494              ---            ---        113,494
Other                                                       30,017                6            ---         30,023
                                                        ----------         --------     ----------     ----------
         Total securities available for sale            $2,014,000         $  1,416     $   (7,709)    $2,007,707
                                                        ----------         --------     ----------     ----------
                                                        ----------         --------     ----------     ----------
 Securities Held to Maturity                                             
 Tax exempt municipals                                  $      605         $     37     $      ---     $      642
 Other                                                       3,404              ---            ---          3,404
                                                        ----------         --------     ----------     ----------
         Total securities held to maturity              $    4,009         $     37     $      ---     $    4,046
                                                        ----------         --------     ----------     ----------
                                                        ----------         --------     ----------     ----------
Trading Assets                                                           
U.S. Treasury notes/bills                               $   24,960         $    ---     $       (9)    $   24,951
                                                        ----------         --------     ----------     ----------
        Total trading assets                            $   24,960         $    ---     $       (9)    $   24,951
                                                        ----------         --------     ----------     ----------
                                                        ----------         --------     ----------      ----------
</TABLE>
                                                                                

Estimated fair values for securities are based on published market or 
securities dealers' estimated prices. 

During the quarter ended June 30, 1998, the Company sold available for sale 
securities aggregating $191.6 million, resulting in gross realized gains of 
$0.4 million and gross realized losses of $0.1 million. 

During the quarter ended June 30, 1998, the Company sold trading account 
securities aggregating $350.2 million, resulting in gross realized gains of 
$0.3 million and gross realized losses of $0.2 million. 

The average maturities of the securities available for sale and held to 
maturity at June 30, 1998 are approximately 6.1 years and 11.0 years, 
respectively. Mortgage-backed securities and collateralized mortgage 
obligations, most of which have contractual maturities of more than 10 years, 
are subject to scheduled and non-scheduled principal payments, which shorten 
the average life to an estimated 3.6 years.

                                       9

<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
     NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

7.   Impact of Recent Accounting Pronouncement

On June 15, 1998, the Financial Accounting Standards Board (the "FASB") 
issued Statement of Financial Accounting Standards No. 133, Accounting for 
Derivatives and Hedging Activities ("SFAS 133"). SFAS 133 is effective for 
all fiscal quarters of all fiscal years beginning after June 15, 1999 
(January 1, 2000 for the Company). SFAS 133 requires that all derivative 
instruments be recorded on the balance sheet at fair value. Changes in the 
derivative's fair value are recorded each period in current earnings or other 
comprehensive income, depending on whether the derivative is designated as 
part of a hedge transaction and, if it is, the type of hedge transaction. 
Management of the Company anticipates that, due to its limited use of 
derivative instruments, the adoption of SFAS 133 will not have a significant 
effect on the Company's earnings or financial position.

8.   Common Stock Offering

On June 10, 1998, the Company filed a Registration Statement on Form S-3 for 
an offering of 15 million shares of GreenPoint common stock. The net proceeds 
of the offering were $584 million. The Company intends to use the net 
proceeds from the offering, together with available cash, to fund the 
purchase price of the BAHS acquisition and for general working capital 
purposes. In addition, the net proceeds of the offering will qualify as Tier 
1 capital of the Company for regulatory purposes.

                                       10

<PAGE>





                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                Item 2 - Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

<TABLE>
<CAPTION>
                                                                  Quarter Ended                         Six Months Ended
                                       ------------------------------------------------------------    --------------------
                                       Jun. 30,      Mar. 31,     Dec. 31,    Sep. 30,     Jun. 30,     Jun. 30,    Jun. 30,
                                         1998          1998         1997        1997         1997         1998        1997
                                       --------      --------     --------    --------     --------    --------     -------
<S>                                    <C>           <C>          <C>         <C>          <C>         <C>          <C>
Performance Ratios (Annualized):
  Core cash earnings return on 
   average assets (1)                    1.76%        1.71%(2)       1.64%       1.58%       1.61%(3)    1.73%(2)   1.58%(4)
  Core cash earnings return on 
   average equity (1)                   18.30        17.36 (2)      17.24       16.62       15.13 (3)   17.83 (2)     14.56 (4)
  Return on average assets               1.21         1.19 (2)       1.13        1.08        1.07        1.20 (2)      1.06 (5)
  Return on average equity              12.64        12.04 (2)      11.83       11.39       10.04       12.34 (2)      9.77 (5)
  Net interest margin                    3.95         3.93           3.91        3.86        3.99        3.94          3.98
  Net interest spread during 
   period                                3.65         3.65           3.64        3.59        3.67        3.65          3.65
  Operating expense to average  
   assets (6)                            1.70         1.70           1.71        1.65        1.69        1.70          1.71
  Efficiency ratio (7)                  41.9         42.1           42.9        42.3        42.0        42.0          42.7
  Average interest-earning assets  
   to average interest-bearing 
   liabilities                           1.07 x       1.07 x         1.06 x      1.07 x      1.08 x      1.07 x        1.08 x

Regulatory Capital Ratios:
Company:
  Leverage capital (8)                   7.40%        7.32%          7.19%       7.00%       7.95%
  Risk-based capital (8):
    Tier 1                              14.71        14.78          14.29       14.60       16.37
    Total                               15.96        16.03          15.54       15.85       17.62
Bank:
  Leverage capital (8)                   7.32         7.23           7.08        6.95        6.66
  Risk-based capital (8):
    Tier 1                              14.54        14.59          14.09       14.45       13.92
    Total                               15.79        15.84          15.34       15.76       15.17

Per Share Data:
    Core cash earnings (1)*            $ 0.78       $ 0.76 (2)    $  0.71      $ 0.69      $ 0.65 (3)
    Common book value**                $17.65       $17.43        $ 17.00      $16.82      $17.14
    Tangible common book value**       $ 9.99       $ 9.72        $  9.27      $ 9.02      $ 9.63
    Dividends                          $ 0.16       $ 0.16        $  0.13      $ 0.13      $ 0.13

*    Average shares used in
       calculation                 73,089,000   73,954,000     74,898,000  76,386,000  81,861,000
**  Period-end shares used in
       calculation                 72,254,000   73,399,000     74,686,000  75,420,000  80,013,000
    Total shares issued and 
       outstanding                 83,383,000   84,469,000     84,640,000  85,652,000  90,089,000

   Asset Quality Ratios:
       Non-performing loans to
          total loans                    3.39%        3.77%          3.97%       4.07%       4.35%
       Non-performing assets to 
          total assets                   2.54         2.73           2.90        2.88        2.89

   Allowance for possible loan 
    losses to:
      Non-performing loans              35.79        32.23          30.70       30.73       29.69
      Total loans                        1.21         1.21           1.22        1.25        1.29

   Earnings to combined fixed
     charges and preferred 
     stock dividends (9):

     Excluding interest on 
       deposits                          8.01 x       7.02 x         7.90 x      7.59 x     23.09 x      7.52 x    33.34 x
     Including interest on 
       deposits                          1.51 x       1.43 x         1.46 x      1.45 x      1.49 x      1.47 x     1.53 x
</TABLE>



(1)  Core cash earnings is net income, net of non-recurring items, adding back
     goodwill amortization and Employee Stock Ownership and stock plans expense.

(2)  Excludes non-recurring personnel expense, net of tax. 

(3)  Excludes restructuring charge, net of tax.

(4)  Excludes gains on branch and asset sales, net of tax and restructuring
     charge, net of tax. 

(5)  Excludes gains on branch and asset sales, net of
     tax.

(6)  Operating expense excludes goodwill expense, ORE (income) expense,
     non-recurring personnel expense and restructuring charge. 

(7)  The efficiency ratio is calculated by dividing operating expense by the sum
     of net interest income and non-interest income, excluding pre-tax gains on
     branch and asset sales.

(8)  These ratios are calculated using regulatory guidelines which exclude the
     impact on stockholders' equity resulting from the adoption of Statement of
     Financial Accounting Standards No. 115, "Accounting for Certain Investments
     in Debt and Equity Securities" ("SFAS 115").

(9)  For purposes of computing the ratio of earnings to combined fixed charges
     and preferred stock dividend requirements, earnings represent net income
     plus applicable income taxes, fixed charges and preferred stock dividend
     requirements of a consolidated subsidiary. Fixed charges represent interest
     expense on long-term debt and one-third (the portion deemed to be
     representative of the interest factor) of rents.


                                       11

<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

1. General

The Bank has historically operated as a traditional consumer-oriented
institution serving the markets in which its branches are located.
Management's objective has been to become a major niche loan originator in
the national residential mortgage market, to become a major consumer
banking force within the attractive, rapidly consolidating New York
metropolitan consumer banking market and to expand into other niche
consumer finance businesses. The Company believes that its pending
acquisition of the manufactured housing lending business of BAHS is
consistent with the Company's strategy of targeting under-served niche
markets.

GreenPoint regularly explores opportunities for acquisitions of and holds
discussions with financial institutions and related businesses, and also
regularly explores opportunities for acquisitions of liabilities and assets
of financial institutions and other financial services providers. The
Company routinely analyzes its lines of business and from time to time may
increase, decrease or terminate one or more of its activities.

2.   Operating Results

The second quarter's results include the following:

    -       The Company's loan originations totaled $700 million, down 2%
            from the second quarter of 1997, but up 21% from the prior
            quarter. The percentage of new loans originated outside of New
            York was 60%, and ARMs as a percentage of total originations
            were 24%.

    -       Asset quality continued to improve as non-performing loans and
            non-performing assets declined. The ratio of non-performing
            loans to total loans declined 96 basis points to 3.39%, a 22.1%
            decrease from June 30, 1997 and 38 basis points lower than the
            first quarter of 1998.

    -        Net  interest  margin was 3.95%,  down 4 basis  points from 
             the second  quarter of 1997 and up 2 basis points from the 
             first quarter of 1998.

Net income for the quarter ended June 30, 1998 was $39.4 million, or $0.54
per diluted share, a 25.6% increase from the $0.43 per share for the
comparable 1997 period. Net income for the first six months of 1998 was
$73.0 million, or $0.99 per diluted share, compared to $74.8 million, or
$0.90 per diluted share, for the 1997 period.


                                       12
<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Core Cash Earnings

Core cash earnings are net of non-recurring items, and include certain
non-cash charges related to goodwill and the Employee Stock Ownership Plan
("ESOP"). The non-cash expenses, unlike all other expenses incurred by the
Company, do not decrease the Company's tangible capital and enable the
Company to pursue increases in shareholder value through growth of earning
assets, increases in cash dividends and additional repurchases of the
Company's stock.

<TABLE>
<CAPTION>
                                                          Quarter Ended                              Six Months Ended
                                        ---------------------------------------------------  ---------------------------------
                                           June 30,          March 31,        June 30,          June 30,          June 30,
                                             1998              1998             1997              1998              1997
                                        ----------------  ---------------- ----------------  ----------------  ---------------

<S>                                      <C>               <C>              <C>               <C>               <C>
Net income                              $        39,415   $        33,586  $        35,129   $        73,001   $       74,800
Non-recurring items, net of tax (1)                 ---             5,168            1,493             5,168           (3,446)
                                        ----------------  ---------------- ----------------  ----------------  ---------------
 Core net income                                 39,415            38,754           36,622            78,169           71,354

Add back:
      Goodwill expense                           11,561            11,562           11,620            23,123           23,263
      Employee stock plans expense                6,098             5,563            4,711            11,661            9,521
                                        ----------------  ---------------- ----------------  ----------------  ---------------

      Core cash earnings                $        57,074   $        55,879  $        52,953   $       112,953   $      104,138
                                        ----------------  ---------------- ----------------  ----------------  ---------------
                                        ----------------  ---------------- ----------------  ----------------  ---------------

      Core cash earnings per share (2)  $          0.78   $          0.76  $          0.65   $          1.54   $         1.25
                                        ----------------  ---------------- ----------------  ----------------  ---------------
                                        ----------------  ---------------- ----------------  ----------------  ---------------
</TABLE>

     (1) Non-recurring items include branch sales, asset sales, restructuring
     charge and non-recurring personnel expense. 

     (2) Based on the weighted average shares used to calculate diluted earnings
     per share.

                                       13
<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Net Interest Income

Net interest income on a taxable equivalent basis decreased by $2.0 million,
or 1.7%, in the second quarter of 1998, and by $3.9 million, or 1.6%, in the
first six months of 1998, versus the comparable periods in 1997. The decrease
primarily reflects additional expense resulting from the issuance of long term
debt and guaranteed preferred beneficial interest in Company's junior
subordinated debentures ("capital securities"), partially offset by a rise in
the average yield on interest-earning assets due to a reduction in the lower
yielding securities portfolio to fund the net growth in the higher yielding
loan portfolio.

Interest income on mortgages increased by $22.6 million, or 12.7%, to $200.2
million for the second quarter of 1998 and by $52.4 million, or 15.1%, to
$398.8 million in the first six months of 1998, from $177.6 million and $346.4
million, respectively, for the comparable 1997 periods. The increases reflect
average loan portfolio growth of $1.1 billion and $1.2 billion for the second
quarter and six months ended June 30, 1998, respectively, versus the
comparable 1997 periods. Interest income on securities and money market
investments fell by a combined $19.5 million, or 31.2%, to $43.0 million for
the second quarter of 1998 and by $43.7 million, or 33.3%, to $87.5 million in
the first six months of 1998, from $62.4 million and $131.2 million,
respectively, for the comparable 1997 periods. The decreases were primarily
the result of declines in the average securities and money market investments
portfolios of $1.1 billion and $1.3 billion for the second quarter and six
months ended June 30, 1998, respectively, versus the comparable 1997 periods.
The resulting shift in the Company's interest-earning asset mix into the
higher yielding loan portfolio primarily resulted in a 14 basis point increase
in the yield on average interest-earning assets in the second quarter of 1998
and a 20 basis point increase in the six months ended June 30, 1998, versus
the comparable 1997 periods.

Interest expense increased by $4.8 million, or 4.0%, to $125.8 million in the
second quarter of 1998, and by $12.6 million, or 5.3%, to $251.5 million in
the first six months of 1998, from $121.0 million and $238.9 million,
respectively, for the comparable 1997 periods. The rise is primarily the
result of increases in the average long term debt and capital securities
balance of $337.4 million in the second quarter of 1998 and $368.5 million for
the six months ended June 30, 1998, versus the comparable 1997 periods.

The average cost of funds increased 16 basis points in the second quarter of
1998 and 20 basis points in the first six months of 1998 from the comparable
1997 periods. The rise in the average cost of funds is primarily the result of
the higher average cost of long term debt and capital securities versus the
average cost of deposits and an increase in the average cost of time deposits
of 14 basis points in the second quarter of 1998 and 17 basis points in the
six months ended June 30, 1998 from the comparable 1997 periods. The Company
makes use of long term debt and capital securities as a means of managing its
liquidity and capital position.



                                         14

<PAGE>
                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)


Average Balance Sheets and Interest Yield/Cost

The following table sets forth certain information  relating to the Company's 
average statements of financial condition (unaudited) and statements of 
income (unaudited) for the quarters ended June 30, 1998 and 1997, and 
reflects the average yield on assets and average cost of liabilities for the 
periods indicated. Such annualized yields and costs are derived by dividing 
income or expense by the average balance of assets or liabilities, 
respectively, for the periods shown. Average balances are derived from 
average daily balances. Average balances and yields include non-accrual 
loans. The yields and costs include fees that are considered adjustments to 
yields. Interest and yields are presented on a taxable-equivalent yield basis.

<TABLE>
<CAPTION>

                                                                                  Quarter Ended
                                             ----------------------------------------------------------------------------------
                                                         June 30, 1998                             June 30, 1997
                                             --------------------------------------------  ------------------------------------
                                                                                  Average                              Average
                                                 Average                           Yield/     Average                   Yield/
                                                 Balance          Interest          Cost      Balance     Interest       Cost
                                             ---------------  ----------------  ---------  -----------   ----------    --------
                                                              (Taxable-Equivalent Interest and Rates, in thousands) (1)

<S>                                            <C>              <C>               <C>       <C>           <C>           <C>

Assets:
Interest-earning assets:
        Mortgage loans (2)                     $ 9,034,381        $   200,164       8.86 %  $ 7,973,607   $   177,564      8.91%
        Other loans (2)                             29,452                579       7.86         26,027           564      8.67
        Money market investments (3)               885,540             12,323       5.58        546,735         7,604      5.58
        Securities (4)                           2,073,318             30,635       5.91      3,559,060        54,834      6.17
        Trading assets                               1,662                 23       5.55          1,950            32      6.58
        Other interest-earning assets              120,077              2,205       7.37        111,217         2,582      9.31
                                               -----------        -----------               -----------   -----------
            Total interest-earning assets       12,144,430            245,929       8.10     12,218,596       243,180      7.96
                                                                  -----------                             -----------
Non-interest earning assets (5)                    856,276                                      902,462
                                               -----------                                  -----------   
            Total assets                       $13,000,706                                  $13,121,058
                                               -----------                                  -----------
                                               -----------                                  -----------
Liabilities & Stockholders' Equity:                                                
Interest-bearing liabilities:                                                      
      Savings                                  $ 1,671,787             10,180       2.42 %  $ 1,863,335        12,297      2.65%
      N.O.W                                        326,947                993       1.22        334,034         1,421      1.71
      Money market and variable rate                                                  
        savings                                  2,159,336             17,805       3.31       2,297,411        19,263      3.36
      Term certificates of deposit               6,495,356             86,676       5.35       6,470,908        84,097      5.21
      Mortgagors' escrow                           149,867                355       0.95          93,638           258      1.11
      Trading liabilities                            1,201                 15       5.01           4,911            73      5.96
      Securities sold under agreements to          133,752              1,745       5.23         194,194         2,181      4.50
        repurchase                                                                   
      Long term debt                               199,844              3,469       6.94            --            --         --
      Guaranteed preferred beneficial 
       interest in Company's junior 
       subordinated debentures                     199,725              4,572       9.16          62,134         1,423      9.16
                                               -----------        -----------                -----------   -----------
         Total interest-bearing 
           liabilities                          11,337,815            125,810       4.45      11,320,565       121,013      4.29
                                                                  -----------                              -----------
Other liabilities (6)                              415,495                                       396,710
                                               -----------                                   -----------   
         Total liabilities                      11,753,310                                    11,717,275
                                                                                      
Preferred shares of subsidiary                          --                                         3,626
Stockholders' equity                             1,247,396                                     1,400,157
                                               -----------                                   -----------   
         Total liabilities, preferred 
           shares of subsidiary and
           stockholders' equity                $13,000,706                                   $13,121,058
                                               -----------                                   -----------   
                                               -----------                                   -----------   
Net interest income/interest rate 
  spread (7)                                                      $   120,119       3.65%                      $ 122,167    3.67%
                                                                  -----------  -----------                    -----------   ------
                                                                  -----------  -----------                    -----------   ------
Net interest-earning assets/net interest                                          
margin (8)                                     $   806,615                          3.95%    $   898,031                    3.99%
                                               -----------                     -----------   -----------                    ------
                                               -----------                     -----------   -----------                    ------
      Ratio of interest-earning assets to
        interest-bearing liabilities                                               1.07 x                                   1.08 x
                                                                              -----------                               -----------
                                                                              -----------                               -----------

</TABLE>

(1)  The Company's incremental tax rate used to adjust tax-exempt interest to a
     taxable-equivalent basis was 43.9% and 45.2% for the quarters ended June
     30, 1998 and 1997.

(2)  In computing the average balances and average yield on loans, non-accruing
     loans and loans held for sale have been included.

(3)  Includes interest-bearing deposits in other banks, federal funds sold and
     securities purchased under agreements to resell.

(4)  The average yield does not give effect to changes in fair value that are
     reflected as a component of stockholders' equity.

(5)  Includes goodwill, banking premises and equipment, net, net deferred tax
     assets, accrued interest receivable, and other miscellaneous
     non-interest-earning assets.

(6)  Includes accrued interest payable, accounts payable, official checks drawn
     against the Bank, accrued expenses, and other miscellaneous
     non-interest-bearing obligations of the Company.

(7)  Net interest rate spread represents the difference between the average
     yield on interest-earning assets and the average cost of interest-bearing
     liabilities.

(8)  Net interest margin represents net interest income on a taxable-equivalent
     basis, divided by average interest-earning assets.


                                       15
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)


Average Balance Sheets and Interest Yield/Cost

The following table sets forth certain information relating to the Company's 
average statements of financial condition (unaudited) and statements of 
income (unaudited) for the six months ended June 30, 1998 and 1997, and 
reflects the average yield on assets and average cost of liabilities for the 
periods indicated. Such annualized yields and costs are derived by dividing 
income or expense by the average balance of assets or liabilities, 
respectively, for the periods shown. Average balances are derived from 
average daily balances. Average balances and yields include non-accrual 
loans. The yields and costs include fees that are considered adjustments to 
yields. Interest and yields are presented on a taxable-equivalent yield basis.

<TABLE>
<CAPTION>
                                                                                  Six Months Ended
                                           -----------------------------------------------------------------------------------------
                                                           June 30, 1998                              June 30, 1997
                                           ----------------------------------------------  -----------------------------------------
                                                                          Average                                         Average
                                               Average                    Yield/         Average                          Yield/
                                               Balance     Interest        Cost          Balance          Interest         Cost
                                             -----------  -----------    -----------  ---------------  ----------------  -----------
                                                          (Taxable-Equivalent Interest and Rates, in thousands) (1)
<S>                    <C>                  <C>           <C>               <C>       <C>                    <C>             <C>
   Assets:
   Interest-earning assets:

        Mortgage loans (2)                  $ 8,982,579   $   398,788        8.88 %    $   7,770,651         $  346,436      8.92 %
        Other loans (2)                          30,704         1,284        8.36             26,916              1,126      8.37
        Money market investments (3)          1,026,410        28,539        5.61            438,103             11,954      5.50
        Securities (4)                        1,992,886        58,946        5.92          3,894,855            119,273      6.15
        Trading assets                            2,631            74        5.67              2,207                 71      6.49
        Other interest-earning assets           119,186         4,802        8.12            107,376              4,886      9.18
                                            -----------   -----------                  -------------         ----------
            Total interest-earning assets    12,154,396       492,433        8.11         12,240,108            483,746      7.91
                                                          -----------                                        ----------
   Non-interest earning assets (5)              879,971                                      913,046
                                            -----------                                -------------
            Total assets                    $13,034,367                                 $ 13,153,154
                                            -----------                                -------------
                                            -----------                                -------------
   Liabilities & Stockholders' Equity:
   Interest-bearing liabilities:
    Savings                                 $ 1,693,454        20,512        2.44 %     $  1,869,911             24,535      2.65 %
    N.O.W.                                      329,860         2,025        1.24            334,690              2,830      1.71
    Money market and variable rate savings    2,162,753        35,725        3.33          2,333,399             38,886      3.36
    Term certificates of deposit              6,500,168       173,068        5.37          6,489,221            167,222      5.20
    Mortgagors' escrow                          144,011           681        0.95             89,724                509      1.14
    Trading liabilities                           1,338            35        5.27              2,469                 73      5.96
    Securities sold under agreements to 
      repurchase                                139,530         3,417        4.94            169,396              3,444      4.10
    Long term debt                              199,839         6,937        6.94                ---                ---       ---
    Guaranteed preferred beneficial
    interest in Company's junior 
    subordinated debentures                     199,724         9,145        9.16             31,067              1,423      9.16
                                            -----------   -----------                  -------------         ----------
        Total interest-bearing liabilities   11,370,677       251,545        4.46         11,319,877            238,922      4.26
                                                          -----------                                        ----------
     Other liabilities (6)                      396,507                                      399,474
                                            -----------                                -------------
        Total liabilities                    11,767,184                                   11,719,351

Preferred shares of subsidiary                      ---                                        3,625
  Stockholders' equity                        1,267,183                                    1,430,178
                                            -----------                                -------------
      Total liabilities, preferred shares of
      subsidiary and stockholders' equity   $13,034,367                                 $ 13,153,154
                                            -----------                                -------------
                                            -----------                                -------------

    Net interest income/interest rate                       $ 240,888        3.65 %                         $   244,824      3.65 %
 spread (7)
                                                          -----------   -----------                         -----------      ------
                                                          -----------   -----------                         -----------      ------
    Net interest-earning assets/net
   interest margin (8)                      $   783,719                      3.94 %    $     920,231                         3.98 %
                                            -----------                 -----------    -------------                         ------
                                            -----------                 -----------    -------------                         ------

   Interest-earning assets to
   interest-bearing liabilities                                              1.07 x                                           1.08x
                                                                        -----------                                          ------
                                                                        -----------                                          ------
                                                                                                                      
</TABLE>

(1)  The Company's  incremental tax rate used to adjust tax-exempt interest to a
     taxable-equivalent  basis was 44.2% and 44.9% for the six months ended June
     30, 1998 and 1997.

(2)  In computing the average balances and average yield on loans, non-accruing
     loans and loans held for sale have been included.

(3)  Includes interest-bearing deposits in other banks, federal funds sold and
     securities purchased under agreements to resell.

(4)  The  average yield does not give  effect to changes in fair value that are
     reflected as a component of stockholders' equity.

(5)  Includes goodwill, banking premises and equipment, net, net deferred tax
     assets, accrued interest receivable, and other miscellaneous
     non-interest-earning assets.

(6)  Includes accrued interest payable, accounts payable, official checks drawn
     against the Bank, accrued expenses, and other miscellaneous non-interest-
     bearing obligations of the Company.

(7)  Net interest rate spread represents the difference between the average
     yield on interest-earning assets and the average cost of interest-bearing
     liabilities.

(8)  Net interest margin represents net interest income on a  taxable-equivalent
     basis, divided by average interest-earning assets.


                                       16
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Rate/Volume Analysis

   The following table presents the effects of changes in interest rates and 
changes in volume of interest-earning  assets and interest-bearing 
liabilities on the Company's interest income on a tax equivalent basis and 
interest expense during the periods indicated. Information is provided in 
each category on changes (i) attributable to changes in volume (changes in 
volume multiplied by prior rate), (ii) changes attributable to changes in 
rate (changes in rate multiplied by prior volume), and (iii) the net change. 
The changes attributable to the combined impact of volume and rate have been 
allocated proportionately to volume and rate.

<TABLE>
<CAPTION>

                                                         Quarter Ended June 30, 1998            Six Months Ended June 30, 1998
                                                                 Compared to                              Compared to
                                                         Quarter Ended June 30, 1997            Six Months Ended June 30, 1997
                                                             Increase/(Decrease)                      Increase/(Decrease)
                                                     ----------------------------------    ---------------------------------------
                                                              Due to                                   Due to
                                                     -------------------------                -----------------------
                                                     Average       Average        Net         Average       Average        Net
                                                     Volume        Rate         Change        Volume        Rate         Change
                                                  -----------  ------------  -----------   -----------  ------------  ----------
                                                                                   (In thousands)
<S>                                               <C>          <C>           <C>           <C>           <C>          <C>
Interest-earning assets:
     Mortgage loans (1)                           $   23,506    $   (906)    $   22,600   $   53,810     $  (1,458)   $   52,352
     Other loans (1)                                      70         (55)            15          158           ---           158
     Money market investments (2)                      4,715           4          4,719       16,354           231        16,585
     Securities                                      (22,208)     (1,991)       (24,199)     (56,387)       (3,940)      (60,327)
     Trading assets                                       (5)         (4)            (9)          13           (10)            3
     Other interest-earning assets                       194        (571)          (377)         507          (591)          (84)
                                                  -----------  ------------  -----------   -----------  ------------  ----------
          Total interest earned on assets              6,272      (3,523)         2,749       14,455        (5,768)        8,687
                                                  -----------  ------------  -----------   -----------  ------------  ----------
Interest-bearing liabilities:
     Savings                                         (1,208)        (909)        (2,117)      (2,217)       (1,806)       (4,023)
     N.O.W.                                             (29)        (399)          (428)         (40)         (765)         (805)
     Money market and variable rate savings          (1,143)        (315)        (1,458)      (2,822)         (339)       (3,161)
     Term certificates of deposit                       653        1,926          2,579        1,066         4,780         5,846
     Mortgagors' escrow                                 137          (40)            97          268           (96)          172
     Trading liabilities                                (58)          --            (58)         (31)           (7)          (38)
     Securities sold under agreements to
        repurchase                                     (751)         315           (436)        (664)          637           (27)
     Long term debt                                    3,469          --          3,469        6,937            --         6,937
     Guaranteed  preferred beneficial interest in
      Company's junior subordinated debentures         3,150         (1)          3,149        7,722            --         7,722
                                                  -----------  ------------  -----------   -----------  ------------  ----------
        Total interest paid on liabilities             4,220         577          4,797       10,219         2,404        12,623
                                                  -----------  ------------  -----------   -----------  ------------  ----------

   Net change in net interest income              $    2,052   $ (4,100)     $   (2,048)  $    4,236      $ (8,172)    $  (3,936)
                                                  ---------- ----------      ----------   ----------      --------     --------- 
                                                  ---------- ----------      ----------   ----------      --------     --------- 
</TABLE>




(1)  In computing the volume and rate components of net interest income for
     loans, non-accrual loans and loans held for sale have been included.

(2)  Includes interest-bearing deposits in other banks, federal funds sold and
     securities purchased under agreements to resell.


                                       17
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Provision for Possible Loan Losses

The provision for possible loan losses decreased by $1.3 million, or 28.7%, 
to $3.2 million for the second quarter of 1998, and by $2.3 million, or 
24.1%, to $7.2 million in the first six months of 1998, from $4.4 million and 
$9.5 million, respectively, for the comparable 1997 periods. The provision 
exceeded net charge-offs by $1.0 million for the second quarter of 1998 and 
by $2.0 million for the first six months of 1998. The resulting increase to 
the allowance for loan losses is made in recognition of the growth in the 
loan portfolio.

Non-Interest Income

Non-interest income increased by $1.4 million, or 12.6%, to $12.9 million for 
the second quarter of 1998 and decreased by $5.0 million, or 16.3%, to $25.7 
million in the first six months of 1998 from $11.5 million and $30.7 million, 
respectively, in the comparable 1997 periods. The six months ended June 30, 
1997 results include a $5.9 million gain on the sale of two banking offices 
and a $2.4 million gain on the sale of bank owned properties. Excluding these 
non-recurring gains, non-interest income increased $3.3 million, or 14.7%, 
for the 1998 period compared to the 1997 period.

Banking fees and commissions rose $0.9 million, or 16.3%, to $6.7 million for 
the second quarter of 1998 and by $2.5 million, or 23.3%, to $13.1 million in 
the first six months of 1998 from $5.7 million and $10.6 million, 
respectively, in the comparable 1997 periods. The increases reflect a rise in 
fee income generated from the further development of services and products, 
such as the sales of annuities, mutual funds and credit cards.

Non-Interest Expense

Non-interest expense decreased by $3.7 million, or 5.5%, to $64.8 million in 
the current quarter, and increased by $2.0 million, or 1.4 %, to $138.8 
million in the first six months of 1998 as compared to $68.5 million and 
$136.8 million for the comparable 1997 periods. The results from the first 
six months of 1998 include a non-recurring charge of $8.3 million in 
personnel expense related to the retirement of senior executives. The results 
from the second quarter and first six months of 1997 include a pre-tax 
restructuring charge of $2.5 million relating to the transfer of mortgage 
servicing from New York to Georgia. Excluding these non-recurring charges, 
non-interest expense fell $1.2 million, or 1.9%, for the second quarter of 
1998, and $3.9 million, or 2.9%, in the first six months of 1998, as compared 
to the comparable 1997 periods.

The Company's emphasis on maintaining tight expense controls resulted in 
reductions in advertising expense and other  administrative  expense and 
essentially flat salary expense. Advertising expense fell by $0.6 million, or 
24.7%, in the second quarter of 1998 and by $1.1 million, or 24.8%, in the 
first six months of 1998 versus the comparable periods in 1997. Other 
administrative expense remained flat at $10.5 million in the second quarter 
of 1998 compared to $10.4 million in the second quarter of 1997 but fell by 
$1.6 million, or 7.0%, in the first six months of 1998 as compared to the 
comparable 1997 period. Salary expense remained unchanged at $22.6 million 
for both the second quarter of 1998 and 1997, and increased by $0.4 million, 
or 1.0%, in the first six months of 1998 versus the comparable 1997 period.

                                      18
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

ORE income, net, increased by $1.1 million in the second quarter of 1998 and 
by $2.2 million in the first six months of 1998 versus the comparable 1997 
periods. The increase reflects a reduction in ORE operating expenses due to a 
decline in the portfolio of foreclosed properties and a rise in the gains 
recognized on the sales of ORE properties in the 1998 periods versus the 1997 
periods.

ESOP and stock plans expense rose $1.4 million, or 29.4%, in the second 
quarter of 1998 and $2.1 million, or 22.5%, in the first six months of 1998 
primarily as a result of a higher average market price of the Company's stock 
during the 1998 periods versus the 1997 periods.

Income Tax Expense

Income tax expense increased by $0.7 million, or 3.2%, to $24.4 million in 
the current quarter and decreased by $5.4 million, or 10.7%, to $45.0 million 
in the first six months of 1998, from $23.7 million and $50.4 million for the 
comparable periods of 1997. The rise in the current quarter compared with 
1997 is primarily due to a $5.0 million, or 8.6%, increase in income before 
income taxes partially offset by a decrease in the effective tax rate from 
40.25% in the 1997 quarter to 38.25% in the 1998 quarter. The decrease in the 
first six months of 1998 compared with 1997 is primarily due to a $7.2 
million, or 5.7%, decline in income before income taxes and a decrease in the 
effective tax rate from 40.25% in the 1997 period to 38.14% in the 1998 
period.

Financial Condition

Total assets were $12.85 billion at June 30, 1998 compared to $13.08 billion 
at December 31, 1997. Net loans receivable held for investment rose $223.0 
million to $9.02 billion at June 30, 1998 from $8.80 billion at December 31, 
1997. The securities and money market portfolio decreased $404.0 million to 
$2.67 billion at June 30, 1998 from $3.07 billion at December 31, 1997, 
primarily as a result of the use of proceeds from the maturities and sales of 
securities to fund loan originations and repurchases of the Company's stock.

                                     19
<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Interest Rate Sensitivity Gap Analysis

The table below depicts the Company's interest rate sensitivity as of June 30,
1998. Allocations of assets and liabilities, including non-interest-bearing 
sources of funds to specific periods, are based upon management's assessment 
of contractual or anticipated repricing characteristics, adjusted 
periodically to reflect actual experience. Those gaps are then adjusted for 
the net effect of off-balance sheet financial instruments such as interest 
rate swaps.

<TABLE>
<CAPTION>
                                                                      Repricing Periods
                                  ------------------------------------------------------------------------------------------
                                                                                   More than
                                      Three         More than       More than       one year     
                                     months       three months     six months       to three      More than
                                     or less      to six months    to one year        years      three years        Total
                                  ------------    -------------    -----------     -----------   -----------       ---------
                                                                        (in millions)
<S>                                <C>             <C>             <C>             <C>              <C>            <C>      

Total loans, net                    $   1,008        $     713      $    1,119     $    1,895       $   4,287      $   9,022
                                                                                               
Money market investments (1)              778               --              --             --              --            778
Securities held to maturity                 2               --              --             --               2              4
Securities available for sale             438              246             113            646             443          1,886
Other interest earning assets             119               --              --             --              --            119
                                  ------------    -------------    -----------     -----------      -----------    ---------
  Total interest earning assets         2,345              959           1,232          2,541           4,732         11,809
                                  ------------    -------------    -----------     -----------      -----------    ---------

Cash and due from banks                   111              --              --             --              --             111
Goodwill                                   10               10              21             84             429            554
Other non interest earning 
  assets                                  380               --              --             --              --            380
                                  ------------    -------------    -----------     -----------     -----------     ---------
          Total assets              $   2,846       $      969      $    1,253     $    2,625       $   5,161     $   12,854
                                  ------------    -------------    -----------     -----------     -----------     ---------
                                  ------------    -------------    -----------     -----------     -----------     ---------

Term certificates of deposit        $   1,608       $   1,225       $    1,984      $   1,473       $    216     $    6,506
Core deposits                             256             256              503          1,836          1,458          4,309
                                  ------------    -------------    -----------     -----------     -----------     ---------
          Total deposits                1,864           1,481            2,487          3,309          1,674         10,815
                                  ------------    -------------    -----------     -----------     -----------     ---------

Mortgagors' escrow                          8               8               15             62             45            138
Long term debt                             --              --               --             --            200            200
Guaranteed preferred beneficial
 interest in Company's junior 
 subordinated debentures                   --              --               --             --            200            200
Other liabilities                         225              --               --             --             --            225
Stockholders' equity                       --              --               --             --          1,276          1,276
                                  ------------    -------------    -----------     -----------     -----------     ---------
     Total liabilities and
       stockholders' equity         $   2,097       $    1,489       $  2,502      $   3,371        $  3,395      $  12,854
                                  ------------    -------------    -----------     -----------     -----------     ---------
                                  ------------    -------------    -----------     -----------     -----------     ---------

Off balance sheet financial
instruments                        $      800       $       --       $     --      $    (300)        $  (500)     $     --
                                  ------------    -------------    -----------     -----------     -----------     ---------
                                  ------------    -------------    -----------     -----------     -----------     ---------

Interest rate sensitivity gap      $   1,549       $    (520)       $  (1,249)     $  (1,046)       $  1,266

Cumulative gap                     $   1,549       $   1,029        $    (220)     $  (1,266)

 Interest  rate sensitivity 
   gap as a percentage of            12.05%          (4.04)%          (9.72)%         (8.14)%          9.85%
   total assets

 Cumulative gap as a percentage
    of total assets                  12.05%           8.01%           (1.71)%         (9.85)%

</TABLE>

(1) Consists of interest-bearing deposits in other banks, federal funds sold
    and securities purchased under agreements to resell.


                                       20
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Market Risk Management

The Company's primary market risk exposure is limited solely to interest rate
risk.

Interest rate risk is defined as the sensitivity of the Company's current and 
future earnings to changes in the level of market interest rates. It arises 
in the ordinary course of the Company's business, as the repricing 
characteristics of its mortgage loans do not match those of its deposit 
liabilities. The resulting interest rate risk is managed by adjustments to 
the Company's investment portfolio and through the use of off-balance sheet 
instruments such as interest rate swaps.

Management responsibility for interest rate risk resides with the Asset and 
Liability Management Committee ("ALCO"). The committee is comprised of the 
Chairman and Chief Executive Officer, the Chief Operating Officer, the 
Treasurer and the Company's senior business-unit and financial executives. 
Interest rate risk management strategies are formulated and monitored by ALCO 
within policies and limits approved by the Board of Directors. These policies 
and limits set forth the maximum risk which the Board of Directors deems 
prudent, govern permissible investment securities and off-balance sheet 
instruments and identify acceptable counterparties to securities and 
off-balance sheet transactions.

ALCO risk management strategies allow for the assumption of interest rate 
risk within the Board approved limits. The strategies are formulated based 
upon ALCO's assessments of likely market developments and trends in the 
Company's mortgage and consumer banking businesses. Strategies are developed 
with the aim of enhancing the Company's net income and capital, while 
ensuring the risks to income and capital from adverse movements in interest 
rates are acceptable.

The Company's income is affected by changes in the level of market interest 
rates based upon mismatches between the repricing of its assets and 
liabilities. One measure of interest rate sensitivity is provided by the 
accompanying net gap analysis, which organizes assets and liabilities 
according to the time period in which they reprice or mature. For many of the 
Company's assets and liabilities, the maturity or repricing date is not 
determinable with certainty. For example, the Company's mortgage loans and 
its mortgage-backed securities can be prepaid before contractual  
amortization and/or maturity. Also, repricing of the Company's non-time 
deposits is subject to management's evaluation of the existing interest rate 
environment, current funding and liquidity needs, and other factors 
influencing the market competition for such deposits. The amounts in the 
accompanying schedule reflect management's judgment of the most likely 
repricing schedule; actual results could vary from those detailed herein.

The difference between assets and liabilities repricing in a given period is 
one approximate measure of interest rate sensitivity. More assets than 
liabilities repricing in a period (a positive gap) implies earnings will rise 
as interest rates rise, and decline as interest rates decline. More 
liabilities repricing than assets implies declining income as rates rise.

                                   21
<PAGE>



          GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
           Management's Discussion and Analysis of
      Financial Condition and Results of Operations - (Continued)

The use of interest rate instruments such as interest rate swaps is 
integrated into the Company's interest rate risk management. The Bank enters 
into interest rate swap contracts in managing the interest rate risk 
associated with its fixed-rate mortgages and variable rate securities in its 
investment portfolio. The notional amounts of these contracts approximate 
$800 million and $475 million at June 30, 1998 and December 31, 1997, 
respectively, and are not reflected in the Company's balance sheet. These 
contracts have an average term of approximately four years. Under the terms 
of these contracts, the Bank paid an average fixed rate of 6.08% and received 
an average variable rate of 5.68% on the swaps hedging the fixed rate loan 
portfolio. The notional amounts of derivatives do not represent amounts 
exchanged by the parties and, thus, are not a measure of the Company's 
exposure through its use of derivatives. The amounts exchanged are determined 
by reference to the notional amounts and the other terms of the derivatives. 
These instruments are included in the interest rate sensitivity table for 
purposes of analyzing interest rate risk. However, these relationships do not 
consider the impact that rate movements might have on other components of the 
Bank's risk profile; for example, an increase in interest rates, while 
implying that earnings will rise in a positive gap period, might also result 
in higher credit or default risk due to a higher probability of borrowers 
being unable to pay the contractual payments on loans. Likewise, a decrease 
in rates might result in an increase in the risk that funds received from 
loan prepayments cannot be reinvested at rates and spreads earned on earlier 
investments and loan originations.

As of June 30, 1998, the cumulative volume of liabilities maturing or 
repricing within one year exceeded assets by $220.3 million, or 1.71% of 
assets, implying modest current-year income sensitivity to movements in the 
level of interest rates.

The static gap analysis is an incomplete representation of interest rate risk 
for several reasons. It fails to account for changes in prepayment speeds on 
the Company's mortgage loan and mortgage backed securities portfolios. The 
behavior of deposit balances will vary with changes in the general level of 
interest rates and management's pricing strategies. The gap analysis does not 
provide a clear presentation of the risks to income arising from options 
embedded in the balance sheet.

Accordingly, ALCO makes extensive use of an earnings simulation model in the 
formulation of its market risk management strategy. The model gives effect to 
management assumptions concerning the repricing of assets, liabilities and 
off-balance sheet financial instruments, as well as business volumes, under a 
variety of hypothetical interest rate scenarios. These hypothetical scenarios 
incorporate interest rate increases and decreases of 200 basis points. Actual 
interest rate changes during the past three years have fallen within this 
range and management expects that any changes over the next year will not 
exceed this range.

Management's assumptions, particularly those concerning prepayments in the 
loan portfolio and pricing of the Company's deposit products, are based on 
frequent historical analyses of the behavior patterns of the Company's 
customers in response to changes in both general market interest rates and 
rates offered by GreenPoint. These assumptions represent management's 
estimate of the likely effect of changes in interest rates and do not 
necessarily reflect actual results. The earnings simulation model takes into 
account interest rate caps and floors, call options and balloon payments 
embedded in certain mortgage loans, and mortgage backed securities, in 
determining the earnings at risk.

At June 30, 1998, based on this model, the Company's potential earnings at 
risk to a gradual, parallel 200 basis point rise in market interest rates 
over the next 12 months on instruments held for other than trading purposes 
was approximately 3.7% of projected 12 month earnings.

                                 22
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Non-Performing Assets

The Company's asset quality improved during the six months ended June 30, 
1998, as non-performing assets decreased by 13.8%. The ratio of 
non-performing loans to total loans fell to 3.39% at June 30, 1998 from 3.97% 
at December 31, 1997 while the ratio of non-performing assets to total assets 
fell to 2.54% at June 30, 1998 from 2.90% at December 31, 1997.

Non-performing assets, net of related specific reserves, were as follows:

<TABLE>
<CAPTION>

                                                                  June 30,             December 31,
                                                                    1998                   1997
                                                              ------------------     ------------------
                                                                           (In thousands)
<S>                                                            <C>                    <C>              
          Mortgage loans secured by:
                Residential one-to-four family                 $         239,031      $         271,029
                Residential multi-family                                  40,582                 45,985
                Commercial property                                       30,399                 37,977
          Other loans                                                        152                     95
                                                              ------------------     ------------------
          Total non-performing loans (1)                                 310,164                355,086
                                                              ------------------     ------------------
          Total other real estate owned, net                              16,482                 24,036
                                                              ------------------     ------------------
                Total non-performing assets                   $          326,646     $          379,122
                                                              ------------------     ------------------
                                                              ------------------     ------------------
</TABLE>

(1)  Includes $13.2 million and $24.3 million of non-accrual mortgage loans
     under 90 days past due at June 30, 1998 and December 31, 1997,
     respectively.

Allowance for Possible Loan Losses

The following is a summary of the provision and allowance for possible loan
losses:

<TABLE>
<CAPTION>

                                                                Quarter Ended                    Six Months Ended
                                                                  June 30,                           June 30,
                                                       ----------------------------      -----------------------------
                                                          1998              1997             1998              1997
                                                       -----------      -----------      -----------       -----------
<S>                                                    <C>              <C>              <C>               <C>        
          Balance beginning of period                  $   110,000      $   106,000      $   109,000       $   105,000
          Provision charged to income                        3,170            4,444            7,182             9,461
          Charge-offs                                       (2,225)          (3,562)          (5,423)           (7,715)
          Recoveries                                            55              118              241               254
                                                       -----------      -----------      -----------       -----------
          Balance end of period                        $   111,000      $   107,000      $   111,000       $   107,000
                                                       -----------      -----------      -----------       -----------
                                                       -----------      -----------      -----------       -----------
</TABLE>


                                       23
<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

Capital Ratios

The Company's ratio of period-end stockholders' equity to ending total assets 
at June 30, 1998 was 9.92% compared to 9.70% at December 31, 1997.

The Company and the Bank are subject to various regulatory capital  
requirements administered by the Federal and state banking agencies.  The 
Board of Governors of the Federal Reserve System establishes minimum capital 
requirements for the consolidated bank holding company, as well as for the 
Bank.

Under capital adequacy guidelines and the regulatory framework for 
prompt corrective  action, the Bank must meet specific capital guidelines 
that involve quantitative measures of its assets, liabilities, and certain 
off balance sheet items as calculated under regulatory accounting 
practices.  These guidelines require minimum ratios of risk-based capital 
to risk adjusted assets of 4% for Tier 1 capital and 8% for total capital. 
The Federal Reserve Board also has guidelines for a leverage ratio that 
is designed to complement the risk-based capital ratios in determining the 
overall capital adequacy of banks and bank holding companies. A minimum 
leverage ratio of Tier 1 capital to average total assets of 3% is required 
for banks and bank holding companies, with an additional 100 to 200 
basis points required for all but the highest rated institutions. 
Management believes, as of June 30, 1998, that the Company and the Bank meet 
all capital adequacy requirements to which it is subject.

                                   24
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)

As of June 30, 1998, the most recent notification from the FDIC categorized 
the Bank as well capitalized under the regulatory framework for prompt 
corrective action. To be categorized as well capitalized, the Bank must 
maintain minimum Tier 1 capital, total capital and leverage ratios of 
6%, 10% and 5%, respectively.  There have been no conditions or events 
since that notification that management believes have changed the Company's 
or Bank's category.

<TABLE>
<CAPTION>

                                                                                             Required For Capital
                                                               Actual                         Adequacy Purposes
-----------------------------------------------------------------------------------------------------------------------
(In millions)                                        Amount              Ratio             Amount            Ratio
-----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>            <C>                  <C>  
As of June 30, 1998
Total Capital
     (to Risk Weighted Assets):
     Company                                      $   999.4              15.96%         $  500.8             8.00%
     Bank                                             988.1              15.79%            500.5             8.00%
Tier 1 Capital
     (to Risk Weighted Assets):
     Company                                      $   920.8              14.71%        $   250.4             4.00%
     Bank                                             909.5              14.54%            250.3             4.00%
Tier 1 Capital
     (to Average Assets):
     Company                                      $   920.8               7.40%         $  497.8             4.00%
     Bank                                             909.5               7.32%            497.3             4.00%
</TABLE>


<TABLE>
<CAPTION>

                                                                                             Required For Capital
                                                               Actual                         Adequacy Purposes
-----------------------------------------------------------------------------------------------------------------------
(In millions)                                        Amount              Ratio             Amount            Ratio
-----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>            <C>                  <C>  
As of December 31, 1997
Total Capital
     (to Risk Weighted Assets):
     Company                                      $   974.1              15.54%         $   501.3            8.00%
     Bank                                             959.6              15.34%             500.6            8.00%
Tier 1 Capital
     (to Risk Weighted Assets):
     Company                                      $   895.8              14.29%          $  250.6            4.00%
     Bank                                             881.4              14.09%             250.3            4.00%
Tier 1 Capital
     (to Average Assets):
     Company                                       $  895.8               7.19%          $  498.5            4.00%
     Bank                                             881.4               7.08%             497.7            4.00%
</TABLE>


                                   25
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                     Management's Discussion and Analysis of
           Financial Condition and Results of Operations - (Continued)


Impact of the Year 2000

The Year 2000 issue is the result of many computer programs that were 
written using two digits rather than four to define an applicable year. 
Any of the computer programs used by the Company, its suppliers or 
outside service providers that have date-sensitive software may recognize 
a date using "00" as the year 1900 rather than the year 2000. This could 
result in a system failure or miscalculations, causing disruption of 
operations, including, among other things, a temporary inability to 
process transactions or engage in normal business activities.

The Company has determined that it will be required to modify or replace 
portions of its software so that its computer system will properly utilize 
dates beyond December 31, 1999. The Company presently believes  that, with 
modifications to existing software and conversions to new software, the 
Year 2000 issue will be mitigated. However, if such modifications and 
conversions are not made, or are not completed on a timely basis, the Year 
2000 issue could have a material impact on the operations of the Company.

The Company has also initiated formal communications with all of its 
suppliers and service providers (including hardware, software, processing, 
voice and data communication, facility components and services) to determine 
the extent to which the Company is vulnerable to those third parties' failure 
to remediate their respective Year 2000 issue. The Company is working with 
each of these third parties to facilitate remediation of the Year 2000 issue 
and will actively participate in testing of each system to ensure  Year 2000 
compliance. However, there can be no guarantee that the systems of third 
parties, upon which the Company relies, will be timely remediated, or that a 
failure to remediate by a third party would not have a materially adverse 
effect on the Company. The Company will utilize both internal and external 
resources for the Year 2000 project.

The Company's total Year 2000 project cost includes estimated costs and time 
associated with the impact of a third party's Year 2000 issue, together with 
the costs of outside consultants and the purchase of replacement programs. 
The total cost of the Year 2000 project is estimated to be immaterial to the 
Company's financial statements. Such costs will be funded through operating 
cash flows and expensed as incurred.  The current status and costs of the 
project are based on management's best estimates, which were derived 
utilizing numerous assumptions of future events, including the continued 
availability of certain resources, third party modification plans and other 
factors. However, there can be no guarantee that these estimates will be 
achieved and actual results could differ materially from those plans. 
Specific factors that might cause such material differences include, but are 
not limited to, the availability and cost of personnel trained in this area, 
the ability to locate and correct all relevant computer codes, the failure of 
outside third parties to remediate their Year 2000 issue on a timely basis, 
and similar uncertainties.

                                   26
<PAGE>


               GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

With the exception of the matters set forth below, the Company is not 
involved in any pending legal proceedings other than routine legal 
proceedings occurring in the ordinary course of business which, in the 
aggregate, involve amounts which are believed by management to be immaterial 
to the consolidated financial statements of the Company. The Bank has been 
named as a defendant in seventeen unrelated legal complaints which assert 
that infant plaintiffs sustained personal injuries from the ingestion of lead 
based paint, chips or dust. Additionally there are ten other instances of 
threatened litigation. The complaints are in various early stages of 
discovery. Outside counsel has advised the Bank that because discovery on 
these claims has only recently begun, counsel is not yet in a position to 
express an opinion as to the Bank's  liability or to quantify the Bank's  
potential exposure, if any, in dollar terms at this time. The Company 
currently believes that such liability exposure, if any, would not be 
material to the Bank's financial condition and results of operations.

The Bank is a defendant in a recently filed purported class action lawsuit 
titled Joseph Sabbatino and Jean Sabbatino, and all others similarly 
situated, v. GreenPoint Savings Bank, CV-97-1838, United States District 
Court, Eastern District of New York, in which plaintiffs allege that the Bank 
collected monthly mortgage escrow reserves in excess of the amounts it is 
entitled to collect under applicable law and the mortgage contract. 
Plaintiffs seek, among other things, treble damages and injunctive relief 
under breach of contract theories and alleged violation of the Federal 
Racketeer Influenced and Corrupt Organization Act ("RICO"), and a judgment 
based upon alleged breach of contract, breach of fiduciary duty and 
intentional and/or negligent misrepresentation. The Bank has filed an answer 
denying all of the Plaintiff's claims, believes its mortgage loan servicing 
practices with respect to escrow deposits comply in all material respects 
with applicable requirements, and intends to defend vigorously this action. 
While the ultimate outcome of this lawsuit, whether by judgment or a 
satisfactory settlement, cannot be predicted, management does not believe 
that the outcome of this litigation is likely to have a material adverse 
effect on the consolidated financial condition and results of operations of 
the Company.

                                   27
<PAGE>



                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES

Item 4 - Submission of Matters to a Vote of Security Holders

At the Company's annual meeting of shareholders held on May 1, 1998, 
the following matters were voted upon with the results of the voting on such 
matters indicated:

      1. Election of the following five directors of the Company to three-year
         terms:

<TABLE>
<CAPTION>
                                               For               Withheld
                                            ----------           --------
<S>                                         <C>                  <C>    
         Bharat B. Bhatt                    77,362,496           760,484
         Robert M. McLane                   77,553,283           569,697
         Edward C. Schmults                 77,623,748           499,232
         Wilfred O. Uhl                     77,569,608           553,372
         Robert F. Vizza                    77,622,272           500,708
</TABLE>

         The following sets forth the names of Directors continuing in office
after the annual meeting:

<TABLE>
<CAPTION>

<S>                                         <C>

         Dan F. Huebner                     Charles B. McQuade
         William M. Jackson                 Alvin N. Puryear
         Thomas S. Johnson                  Robert P. Quinn
         Susan J. Kropf                     Jules Zimmerman
</TABLE>


      2. Ratification of the appointment of PricewaterhouseCoopers LLP as 
         the Company's independent accountants for the year ending 
         December 31, 1998.

<TABLE>
<CAPTION>

<S>                                           <C>       
         For:                                 77,496,040
         Against:                                360,501
         Abstain:                                266,439
</TABLE>


                                   28
<PAGE>


               GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES


Item 6 - Exhibits and Reports on Form 8-K


<TABLE>
<CAPTION>

<S>                  <C>
  (a)                Exhibits

                     Exhibit
                      Number

                        11.1                  Statement Regarding Computation of Per Share Earnings


                        12.1                  Ratios of Earnings to Combined Fixed Charges and Preferred
                                              Stock Dividends

                        27.1                  Financial Data Schedule

  (b)               Reports on Form 8-K

                    On April 21, 1998, GreenPoint Financial Corp. 
                    filed a current report on Form 8-K reporting the 
                    execution of a Stock Purchase Agreement, dated as of 
                    April 11, 1998, between GreenPoint Bank and 
                    BankAmerica Corporation ("BankAmerica"), providing 
                    for the purchase by the Bank of the manufactured 
                    housing lending business of BankAmerica Housing 
                    Services, a division of Bank of America, FSB, a 
                    wholly-owned subsidiary of BankAmerica.
                    
                    On July 6, 1998, GreenPoint Financial Corp. filed a 
                    current report on Form 8-K reporting anticipated 
                    earnings for the quarter ended June 30, 1998 and the 
                    intent to release full earnings information for the 
                    quarter on July 10, 1998.
                    
                    On July 10, 1998, GreenPoint Financial Corp. filed a 
                    current report on Form 8-K reporting the Company's 
                    earnings for the quarter ended June 30, 1998.
                    
</TABLE>
                                   29
<PAGE>


SIGNATURES

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

                                  GreenPoint Financial Corp.



                                  By: /s/ Thomas S. Johnson
                                     -----------------------------------------
                                       Thomas S. Johnson
                                       Chairman of the Board and
                                       Chief Executive Officer




                                  By: /s/ Jeffrey R. Leeds
                                     ----------------------------------------
                                       Jeffrey R. Leeds
                                       Executive Vice President, Finance






Dated August 11, 1998


                                   30